UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

SCHEDULE 14A

(Amendment No. 1)

___________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐
Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

GOLDEN PATH ACQUISITION CORPORATION

(Name of Registrant as Specified In Its Charter)

______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.
☒	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies: Ordinary Share, par value $0.001
	(2)	Aggregate number of securities to which transaction applies: 44,934,455
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): $9.95
	(4)	Proposed maximum aggregate value of transaction: $447,097,827.25
	(5)	Total fee paid: $51,229.55
☐	Fee paid previously with preliminary materials.
☒	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid: $51,229.55
	(2)	Form, Schedule or Registration Statement No.: Form S-4 (File No.333-259896)
	(3)	Filing Party: Golden Path Acquisition Corporation
	(4)	Date Filed: September 30, 2021

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED AUGUST 11, 2022

The Board of Directors of Golden Path Acquisition Corporation, a Cayman Islands exempted company, has unanimously approved the transaction (collectively, the “Business Combination”) contemplated by that certain Business Combination and Merger Agreement dated as of September 10, 2021, as amended (“Business Combination Agreement” or “Merger Agreement”) by and among Golden Path Acquisition Corporation (“Golden Path”), Golden Path Merger Sub Corporation (“Golden Path Merger Sub”), a Cayman Islands exempted company incorporated for the purpose of effectuating the Business Combination, and MC Hologram Inc. (“MC”), a Cayman Islands exempted company. A copy of the Business Combination Agreement without exhibits is attached to this Proxy Statement as Annex A. As used in this proxy statement, “New Golden Path” refers to Golden Path after giving effect to the consummation of the Business Combination and being renamed as MicroCloud Hologram Inc.

Pursuant to the Business Combination Agreement, MC will merge with Golden Path Merger Sub and survive the merger and continue as the surviving company and a wholly-owned subsidiary of New Golden Path and continue its business operations. The shareholders of MC will receive an aggregate of 44,554,455 Golden Path ordinary shares equal to approximately 84.07% of the post transaction ordinary shares issued and outstanding of Golden Path: (i) assuming that none of the current shareholders of Golden Path elect to redeem their ordinary shares in Golden Path; (ii) excluding ordinary shares underlying the warrants issued by Golden Path in its initial public offering completed on June 24, 2021 (“IPO”) and warrants to acquire 135,250 ordinary shares held by our sponsor, Greenland Asset Management Corporation; (iii) giving effect to the conversion of Golden Path Rights issued in its IPO and private placement into 602,050 ordinary shares; and (iv) the issuance of an aggregate of 380,000 ordinary shares as compensation to Peace Asset Management for services provided by Peace Asset Management in connection with sourcing MC as a business combination candidate. The time that the Business Combination becomes effective is referred to as the “Effective Time”. For post-Business Combination ownership percentages presented in both minimum and maximum redemptions scenarios, please refer to “Summary of the Proxy Statement — The Parties to the Business Combination — Effect of the Completion of the Business Combination Upon Our Corporate Ownership Structure.”

MC operates its business through its subsidiaries in the PRC in which MC owns equity interests. As such, in light of the recent statements and regulatory actions by the PRC government, such as those related to the use of data security and anti-monopoly concerns, including the recent enactment of China’s new Data Security Law, as well as MC’s obligations to comply with China’s Cybersecurity Review Measures (revised draft for public consultation), regulations and guidelines relating to the multi-level protection scheme, Personal Information Protection Law and other future laws and regulations, MC may incur significant expenses and may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, which may result in a material change in MC’s operations, including the ability of MC to carry on its current business or accept foreign investments, and any resulting adverse change in value to New Golden Path’s ordinary shares. MC may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if it fails to comply with such rules and regulations, which could adversely affect the ability of MC to list on Nasdaq or another foreign exchange, which may cause the value of New Golden Path securities to significantly decline or become worthless. For a detailed description of the risks facing MC, please refer to “Risk Factors — Risk Factors Relating to Doing Business in China — Adverse changes in China’s economic, political or social conditions, laws, regulations or government policies could have a material adverse effect on MC’s business, financial condition and results of operations.” The Holding Foreign Companies Accountable Act (the “HFCA Act”) and related regulations call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors and could add uncertainties to MC’s offering that trading in MC’s securities may be prohibited under the HFCA Act. Currently, MC’s auditor is headquartered in New York and has been inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular basis. Therefore, it is not subject to the determinations announced by the PCAOB on December 16, 2021 (the “Determination”). Notwithstanding the foregoing, in the future, if there is any regulatory change or steps taken by the PRC regulators that do not permit Friedman LLP, MC’s auditor, to provide audit documentation located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that MC is subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to MC access to the U.S. capital markets and trading of MC’s securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act.

MC is permitted under PRC laws and regulations as an offshore holding company to provide fundings to its wholly foreign-owned subsidiary in China only through loans or capital contributions, subject to the record-filing and registration with government authorities and limit on the amount of loans. Subject to satisfaction of the applicable government registration requirements, MC may extend inter-company loans to its wholly foreign-owned subsidiaries in China or make additional capital contributions to the wholly foreign-owned subsidiaries to fund their capital expenditures or working capital. If MC provides fundings to its wholly foreign-owned subsidiaries through loans, the total amount of such loans may not exceed the difference between the entity’s total investment as registered with the foreign investment authorities and its registered capital. Such loans must be registered with SAFE (as defined herein) or its local branches. MC’s PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit MC’s PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of MC’s PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. Please refer to “Risk Factors — Risk Factors Relating to Doing Business in China — MC’s PRC subsidiaries are subject to restrictions on paying dividends or making other payments to MC, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of MC’s ordinary shares.”

MC is not an operating company, but a holding company incorporated in the Cayman Islands, and its business is carried out by its subsidiaries. The MOFCOM and NDRC, promulgated the Special Administrative Measures for the Access of Foreign Investment (Negative List) (2021 Version) (the “2021 Negative List”) on December 27, 2021, which became effective on January 1, 2022. The 2021 Negative List replaced the Special Administrative Measures for the Access of Foreign Investment (2020 Version) (the “2020 Negative List”) and serves as the main basis for management and guidance for the MOFCOM to manage and supervise foreign investments. Because those industries not set out on the 2021 Negative List shall be classified as industries permitted for foreign investment and none of MC’s businesses are on the 2021 Negative List or the 2020 Negative List, the operations of MC and its subsidiaries fall within the MOFCOM permitted activities and are not subject to restrictions to foreign investments or equity ownership. Therefore, MC is able to conduct its business through its wholly owned PRC subsidiaries without being subject to the restrictions imposed by the foreign investment laws and regulations of the PRC. However, it is uncertain whether the relevant PRC government authority would reach the same assessment as MC’s PRC counsel’s, that MC operates solely in permitted industries, or whether such assessment will be changed in the future. If this assessment is questioned by the relevant PRC government authority, it may lead to a material adverse impact on MC’s business operations and the value of your investment. Based on the opinions of MC’s PRC counsel and its understanding of the current PRC law, MC’s current organizational structure is effective and the ownership structure of the PRC subsidiaries complies with the current PRC law and will comply with the current PRC law immediately after the Merger. However, there is uncertainty as to this conclusion as MC cannot assure you that relevant PRC governmental agencies would reach the same conclusion as MC does. In the future, if MC’s direct equity ownership of China’s operating subsidiaries is questioned by the PRC authorities, it will have a significant adverse impact on MC’s operating results and the value of your investment. If foreign ownership is disallowed by the PRC government in the future, the ownership of MC’s PRC-based subsidiaries may be rescinded, and your ordinary shares may end up worthless in value. Please refer to “Risk Factors — Risk Factors Relating to Doing Business in China — If MC’s direct equity ownership is challenged by the PRC authorities, it may have a significant adverse impact on MC’s operating results and your investment value.”

On September 1, 2021, MC’s shareholder, Best Road Holdings Limited (“Best Road”) and certain other shareholders of MC entered into an Act-in-Concert Agreement and a Voting Agreement, pursuant to which Best Road gained 54.24% of voting power in MC and thus became the controlling shareholder of MC. As Wei Peng controls 100% of the equity interest of Best Road, she ultimately controls MC through her beneficial ownership of Best Road. Such Act-in-Concert Agreement and Voting Agreement will be terminated upon the consummation of the Business Combination.

Golden Path’s ordinary shares are listed on the Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) under the symbol “GPCO”. Golden Path will apply for listing of the ordinary shares to be issued to the MC shareholders, and in connection therewith, apply for listing of the New Golden Path ordinary shares on the Nasdaq Capital Market (including the presently outstanding Golden Path ordinary shares) under a new symbol “HOLO” to reflect the change of business resulting from the Business Combination and the anticipated name change from Golden Path to MicroCloud Hologram Inc. immediately following the Business Combination. It is a condition to the consummation of the Business Combination that Golden Path receives confirmation from Nasdaq that New Golden Path has been conditionally approved for listing on the Nasdaq Capital Market following completion of the Business Combination. There can be no assurance that such listing condition will be satisfied or that Golden Path will receive confirmation from Nasdaq. If such listing condition is not met or if Golden Path does not receive confirmation, the Business Combination will not be consummated unless the parties waive the Nasdaq listing condition. Additionally, Golden Path also intends to obtain a new trading symbol of “HOLOW” for its publicly traded warrants.

The accompanying proxy statement provides shareholders of Golden Path with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting (defined below) of Golden Path. We encourage you to read the entire accompanying Proxy Statement, including the Annexes and other documents referred to therein, carefully and in its entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 30 of the accompanying proxy statement.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING Proxy Statement, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying Proxy Statement is dated [•], 2022
and first mailed to the shareholders of Golden Path Acquisition Corporation on or about [•], 2022

GOLDEN PATH ACQUISITION CORPORATION

100 Park Avenue

New York

New York 10017

To the Shareholders of Golden Path Acquisition Corporation:

You are cordially invited to attend the Extraordinary General Meeting of Golden Path Acquisition Corporation. (“Golden Path,” “GPCO,” “we,” “our,” or “us”), which will be held at 10:00 a.m., Eastern Time, on [•], 2022 (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be a completely virtual Meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting [•]. Golden Path is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a “target business” (the “Business Combination”). Golden Path completed its initial public offering on June 24, 2021.

One of the matters you will be asked to vote on at the Extraordinary General Meeting is the approval of a merger agreement and plan of merger, dated as of September 10, 2021 (the “Merger Agreement”), which provides for a Business Combination between Golden Path, Golden Path Merger Sub Corporation (“Golden Path Merger Sub”), a Cayman Islands exempted company incorporated for the purpose of effectuating the Business Combination, MC Hologram Inc. (“MC”), a Cayman Islands exempted company. Pursuant to the Merger Agreement, the Golden Path Merger Sub will merge with and into MC, with MC surviving the merger to become a wholly owned subsidiary of Golden Path. For the purposes of this proxy statement, “New Golden Path” refers to Golden Path after the consummation of the Business Combination.

The aggregate consideration for the Business Combination is $450,000,000, payable to the shareholders of MC in the form of approximately 44,554,455 newly issued Golden Path ordinary shares valued at $10.10 per ordinary share.

Upon the closing of the Business Combination, the following transactions and events will also be consummated:

• The board of directors of Golden Path will be reconstituted to be comprised of a total of five (5) persons, four (4) of whom shall be nominees of MC and one of whom shall be a nominee of Golden Path;

• Golden Path shall change its name to MicroCloud Hologram Inc.; and

• The MC shareholders will execute lock-up agreements where such persons will agree not to sell, transfer or assign, except for estate planning purposes or to persons who agree to the terms of the lock-up period, any securities of New Golden Path held by them (an aggregate of 41,554,455 ordinary shares until the earlier of (i) six (6) months after the date of the consummation of Business Combination or (ii) the date on which the closing price of Golden Path 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 the Business Combination. Additionally, our sponsor and our officers and directors have previously executed a lockup agreement covering all the securities held by them under the same terms and conditions.

At the Extraordinary General Meeting, Golden Path shareholders will be asked to consider and vote upon the following proposals:

1. Approval of the Business Combination (the “Business Combination Proposal” or “Proposal 1”);

2. Approval of the appointment of five (5) members to the Board of directors of Golden Path (the “Director Election Proposal” or “Proposal 2”);

3. Approval for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the issuance by Golden Path of an aggregate of 44,554,455 newly issued Golden Path ordinary shares to the MC shareholders pursuant to the Merger Agreement and the issuance of an aggregate of 380,000 ordinary

shares as compensation to Peace Asset Management for services provided by Peace Asset Management in connection with sourcing MC as a business combination candidate (the “Nasdaq Stock Issuance Proposal” or “Proposal 3”);

4. Approval by way of special resolution to change the name of Golden Path to MicroCloud Hologram Inc. (the “Name Change Proposal” or “Proposal 4”). For the purposes of the laws of the Cayman Islands, the full text of the resolution is as follows: “RESOLVED, as a special resolution, that the Company change its name from “Golden Path Acquisition Corporation” to “MicroCloud Hologram Inc.” and, subject to the provisions of the Companies Act (Revised), the change of name shall take effect immediately from the passing this resolution;”

5. Approval by way of special resolution of all other changes in connection with the amendment, restatement and replacement of the Golden Path’s memorandum and articles of association including, among other things, (1) making New Golden Path’s corporate existence perpetual, and (2) removing certain provisions related to Golden Path’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination (the “Articles Amendment Proposal” or “Proposal 5”). For the purposes of the laws of the Cayman Islands, the full text of the resolution is as follows: “RESOLVED, as a special resolution, that the Memorandum of Association and the Articles of Association, copies of which are attached to the accompanying proxy statement, be and are hereby adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of the Company’s existing Memorandum of Association and Articles of Association;” and

6. Approval to adjourn the Extraordinary General Meeting under certain circumstances, which is more fully described in the accompanying proxy statement, which we refer to as the “Adjournment Proposal” or Proposal 6”) and, together with the Business Combination Proposal, the Director Election Proposal, the Nasdaq Stock Issuance Proposal, the Name Change Proposal, the Articles Amendment Proposal and the Adjournment Proposal, the “Proposals.”

If the Business Combination Proposal is not approved, neither the Director Election Proposal, the Nasdaq Stock Issuance Proposal, Name Change Proposal, nor the Articles Amendment Proposal will be presented to the Golden Path shareholders for a vote. The approval of all of the Proposals other than the Adjournment Proposal are preconditions to the closing of the Business Combination with MC.

It is anticipated that, upon the consummation of the Business Combination, MC shareholders will own approximately 84.07% of the issued New Golden Path ordinary shares and the other shareholders of Golden Path, including the Sponsor (as defined below), will own approximately 15.93% of the issued New Golden Path ordinary shares. For post-Business Combination ownership percentages presented in both minimum and maximum redemptions scenarios, please refer to “Summary of the Proxy Statement — The Parties to the Business Combination — Effect of the Completion of the Business Combination Upon Our Corporate Ownership Structure.”

These relative percentages assume that: (i) none of Golden Path’s existing public shareholders exercise their redemption rights, as discussed herein; (ii) Golden Path Rights are automatically converted to New Golden Path ordinary shares upon the consummation of the Business Combination; (iii) there is no exercise of Golden Path Warrants prior to the consummation of the Business Combination; and (iv) the issuance of an aggregate of 380,000 ordinary shares as compensation to Peace Asset Management for services provided by Peace Asset Management in connection with sourcing MC as a business combination candidate; If any of Golden Path’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of Golden Path’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement — The Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

Following the Business Combination, Golden Path will have the following securities issued and outstanding:

• 52,392,455 ordinary shares consisting of (i) 7,458,000 ordinary shares held by Golden Path shareholders and its Sponsor; (ii) the 44,554,455 newly issued Golden Path ordinary shares to the MC shareholders pursuant to the Merger Agreement; and 380,000 ordinary shares to be issued as compensation to Peace Asset Management for services provided by Peace Asset Management in connection with sourcing MC as a business combination candidate for Golden Path;

• Warrants to acquire an aggregate of 2,875,000 ordinary shares with an exercise price of $11.50 per share held by existing shareholders, other than the Sponsor; and

• Warrants held by our Sponsor to acquire 135,250 ordinary shares with an exercise price of $11.50 per share.

• Rights held by our Sponsor are automatically converted to 27,050 ordinary shares upon the consummation of the Business Combination.

• Rights held by our existing public shareholders are automatically converted to 575,000 ordinary shares upon the consummation of the Business Combination.

These relative percentages assume that (i) none of Golden Path’s existing public shareholders exercise their redemption rights, as discussed herein; (ii) Golden Path Rights are automatically converted to New Golden Path ordinary shares upon the consummation of the Business Combination; and (iii) there is no exercise of Golden Path Warrants prior to the consummation of the Business Combination. If any of Golden Path’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of Golden Path’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement — The Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The Golden Path Units, Golden Path ordinary shares, Golden Path Rights and Golden Path Warrants are currently listed on the Nasdaq Capital Market under the symbols “GPCOU,” “GPCO,” “GPCOR” and “GPCOW” respectively. New Golden Path intends to apply to list the New Golden Path ordinary shares on the Nasdaq Capital Market under the symbols “HOLO”, in connection with the closing of the Business Combination. Golden Path cannot assure you that the New Golden Path ordinary shares will be approved for listing on Nasdaq Capital Market.

Investing in New Golden Path securities involves a high degree of risk. See “Risk Factors” beginning on page 30 for a discussion of information that should be considered in connection with an investment in New Golden Path securities.

As of March 31, 2022, there was approximately $58,081,803 in Golden Path’s trust account. On March 31, 2022, the last sale price of Golden Path ordinary shares was $10.28.

Pursuant to Golden Path’s amended and restated articles of association, Golden Path is providing its public shareholders with the opportunity to redeem all or a portion of their shares of Golden Path ordinary shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Golden Path’s trust account as of two (2) business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding shares of Golden Path ordinary shares that were sold in Golden Path’s IPO. Golden Path estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.10 at the time of the Extraordinary General Meeting. Golden Path’s public shareholders may elect to redeem their shares even if they vote for the Business Combination or the other Proposals or do not vote at all. Golden Path has no specified maximum redemption threshold under the Golden Path’s memorandum and articles of association.

Golden Path is providing this Proxy Statement and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Only holders of Golden Path ordinary shares are entitled to vote on the Proposals. The Sponsor, which own in the aggregate approximately 22.90% of Golden Path ordinary shares as of the record date, has agreed to vote its Golden Path ordinary shares in favor of the Business Combination Proposal, and intends to vote for the Director Election Proposal, the Nasdaq Stock Issuance Proposals, the Name Change Proposal, the Articles Amendment Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

Each Golden Path shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay. Golden Path’s shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a Golden Path shareholder from voting in person if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw

your proxy and vote in person. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals. And broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting of shareholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and no effect on the Adjournment Proposal. If you are a Golden Path shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

We encourage you to read this Proxy Statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 30.

Golden Path board of directors has unanimously approved the Merger Agreement and the transactions contemplated therein and described elsewhere in this the proxy Statement, and unanimously recommends that Golden Path shareholders vote “FOR” approval of each of the Proposals. When you consider Golden Path board of director’s recommendation of these Proposals, you should keep in mind that Golden Path’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of the Golden Path board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

		Sincerely,
		/s/ Shaosen Cheng
		Shaosen Cheng
		Chairman and Chief Executive Officer
		Golden Path Acquisition Corporation
		[•], 2022

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this Proxy Statement. Any representation to the contrary is a criminal offense.

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Golden Path with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact:

Golden Path Solicitation Agent:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

Golden Path Acquisition Corporation

4100 Park Avenue

New York,

New York 10017

Tel.: (917) 267-4569

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Golden Path, Golden Path Merger Sub and MC. You should rely only on the information contained in this Proxy Statement in deciding how to vote on the Business Combination. Neither of Golden Path, New Golden Path, Golden Path Merger Sub, nor MC has authorized anyone to give any information or to make any representations other than those contained in this Proxy Statement. Do not rely upon any information or representations made outside of this Proxy Statement. The information contained in this Proxy Statement may change after the date of this Proxy Statement. Do not assume after the date of this Proxy Statement that the information contained in this Proxy Statement is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this Proxy Statement, references to:

• “Business Combination” are to the transaction contemplated by Merger Agreement;

• “CAGR” are to compound annual growth rate;

• “China” or “PRC” are to the People’s Republic of China, excluding, for the purpose of this proxy statement only, Taiwan, Hong Kong and the Macao Special Administrative Region;

• “Closing Date” are to the date on which the Business Combination is consummated;

• “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

• “Extraordinary General Meeting” are to the extraordinary general meeting of Golden Path to be held at 10:00 a.m., Eastern Time, on [•], 2022;

• “Golden Path”, “the Company”, “we”, “our” or “us” are to Golden Path Acquisition Corporation;

• “Golden Path Merger Sub” are to Golden Path Merger Sub Corporation;

• “Golden Path Rights” with respect to each right, are to the right of a holder to receive one-tenth (1/10) of a New Golden Path ordinary share upon the consummation of the Business Combination;

• “Golden Path Units” with respect to each unit, are to a combination of one Golden Path ordinary share, one Golden Path Right and one Golden Path Warrant;

• “Golden Path Warrants” with respect to each warrant, are to one warrant that is exercisable to purchase one-half (1/2) of one Golden Path ordinary share prior to the consummation of the Business Combination, or one New Golden Path ordinary share after the consummation of the Business Combination;

• “HKD” are to the legal currency of Hong Kong;

• “Hong Kong” or “HK” are to the Hong Kong Special Administrative Region of the PRC;

• “IPO” are to the initial public offering of 5,750,000 units of Golden Path consummated on June 24, 2021;

• “iResearch” are to Shanghai iResearch Consulting Co., Ltd., a third-party professional industry research firm;

• “iResearch Report” are to the independent market research for the PRC hologram technology service industry prepared by iResearch;

• “LOI” are to a letter of intent executed between MC and Golden Path prior to the Merger Agreement;

• “MC” are to MC Hologram Inc.;

• “MC Shareholders” are collectively to Best Road Holdings Limited, Tiger Initiative Investment Ltd, Super plus Holding Limited, Import & Export Guojin Development Co., Ltd, Wu Yue Investment Ltd, Lucky monkey Holding Limited, Sensegain Prosperity Holding Limited, Innovation Spark Technology Limited, Kobecho Holdings Limited, Brilliantrf Holdings Limited, Jintgian Tiyqi Holdings Limited, Hangzhou Chuyuan Investment Partnership (Limited Partnership), Bright Brothers Holdings Limited, Bright Hill Holdings Limited, Sensegain Glitter Holding Limited, Vision Ace Limited.;

• “Merger” are to the transaction between Golden Path, Golden Path Merger Sub, and MC under the Merger Agreement;

• “Merger Agreement” or “Business Combination Agreement” are to the Business Combination and Merger Agreement dated September 10, 2021, as amended, by and among Golden Path, Golden Path Merger Sub, and MC, whereby the Golden Path Merger Sub will merge with and into MC, with MC continuing as the surviving company (the “Surviving Company”) and a wholly owned subsidiary of Golden Path;

• “MOFCOM” are to the Ministry of Commerce of the People’s Republic of China;

• “New Golden Path” are to Golden Path after the consummation of the Business Combination whereby the Golden Path Merger Sub will merge with and into MC with MC continuing as the surviving company and becoming a wholly owned subsidiary of Golden Path;

• “Plan of Merger” are to the statutory plan of merger (the form of which is attached as Annex A to the Merger Agreement) to be filed with the Registrar of Companies in the Cayman Islands;

• “Proposals” are to the Business Combination Proposal, the Director Election Proposal, the Nasdaq Stock Issuance Proposal, the Name Change Proposal, the Article Amendment Proposal and the Adjournment Proposal;

• “Qianhaiyoushi” are to Shenzhen Qianhaiyoushi Technology Co., Ltd.;

• “RMB” or “Renminbi” are to the legal currency of the PRC;

• “SAFE” are to the State Administration for Foreign Exchange;

• “SEC” are to the Securities and Exchange Commission;

• “Shanghai Mengyun” are to Shanghai Mengyun holographic technology Co., Ltd.;

• “Shenzhen Bowei” are to Shenzhen Bowei Vision Technology Co., Ltd.;

• “Sponsor” are to Greenland Asset Management Corporation, a British Virgin Islands company;

• “Shenzhen Tianyuemeng” are to Shenzhen Tianyuemeng Technology Co., Ltd.;

• “US Dollars,” “$,” or “US$” are to the legal currency of the United States;

• “U.S. GAAP” are to accounting principles generally accepted in the United States;

• “Yijia Network” are to Shenzhen Yijia Network Technology Co., Ltd.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this Proxy Statement were calculated at the rate of RMB 1.00 to USD 0.1533, representing the mid-point reference rate set by Peoples’ Bank of China on December 31, 2020. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into USD at that rate, or at any other rate.

TABLE OF CONTENTS

		Page
ABOUT THIS Proxy Statement		ii
WHERE YOU CAN FIND MORE INFORMATION		iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING		1
DELIVERY OF DOCUMENTS TO GOLDEN PATH’S SHAREHOLDERS		9
SUMMARY OF THE Proxy Statement		10
SUMMARY FINANCIAL INFORMATION OF MC		26
COMPARATIVE PER SHARE INFORMATION		28
SECURITIES AND DIVIDENDS		29
RISK FACTORS		30
CAPITALIZATION		77
THE BUSINESS COMBINATION PROPOSAL		78
DIRECTOR ELECTION PROPOSAL		109
NASDAQ STOCK ISSUANCE PROPOSAL		110
NAME CHANGE PROPOSAL		112
ARTICLES AMENDMENT PROPOSAL		113
ADJOURNMENT PROPOSAL		114
BUSINESS OF MC		115
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF MC		133
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MC		135
INDUSTRY OVERVIEW		157
BUSINESS OF GOLDEN PATH		168
SELECTED HISTORICAL FINANCIAL INFORMATION OF GOLDEN PATH		172
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GOLDEN PATH		173
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		181
DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF GOLDEN PATH		191
NEW GOLDEN PATH’S DIRECTORS AND EXECUTIVE OFFICERS AFTER THE BUSINESS COMBINATION		196
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION		202
SECURITY OWNERSHIP OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION		204
REGULATIONS APPLICABLE TO MC		206
CERTAIN TRANSACTIONS		217
SHARES ELIGIBLE FOR FUTURE SALE		221
DESCRIPTION OF NEW GOLDEN PATH’S SECURITIES		224
ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS		231
LEGAL MATTERS		233
EXPERTS		233
SHAREHOLDER PROPOSALS AND OTHER MATTERS		233
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		233
WHERE YOU CAN FIND ADDITIONAL INFORMATION		233
ANNEX A — BUSINESS COMBINATION AND MERGER AGREEMENT		A-1
ANNEX B — FORM OF PLAN OF MERGER		B-1
ANNEX C — FORM OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF POST BUSINESS COMBINATION COMPANY (MICROCLOUD HOLOGRAM, INC.)		C-1
ANNEX D — FAIRNESS OPINION OF VALTECH VALUATION ADVISORY LIMITED		D-1
ANNEX E — ACT-IN-CONCERRT AGREEMENT AND VOTING AGREEMENT		E-1

ABOUT THIS Proxy Statement

This document constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which Golden Path’s shareholders will be asked to consider and vote upon the Proposals to approve the Business Combination.

This Proxy Statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

Golden Path files periodic report under the Securities Exchange Act of 1934, as amended with the SEC which can be found at http://www.sec.gov. After the consummation of the Business Combination, New Golden Path will continue to file its Annual Report on Form 10-K with the SEC no later than 90 days following its fiscal year end. You can read Golden Path’s SEC filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this Proxy Statement, or any annex to this Proxy Statement, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this Proxy Statement.

If you would like additional copies of this Proxy Statement, or if you have questions about the Business Combination, you should contact Golden Path’s proxy solicitor, Advantage Proxy, Inc. at:

P.O. Box 13581

Des Moines, WA 98198

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

E-mail: ksmith@advantageproxy.com

All information contained in this Proxy Statement relating to Golden Path and Golden Path Merger Sub has been supplied by Golden Path, and all such information relating MC has been supplied by MC. Information provided by either of Golden Path or MC does not constitute any representation, estimate or projection of the other party.

Neither Golden Path, New Golden Path, Golden Path Merger Sub, nor MC has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this Proxy Statement or in any of the materials that have been incorporated into this Proxy Statement by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this Proxy Statement or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this Proxy Statement does not extend to you. The information contained in this Proxy Statement speaks only as of the date of this Proxy Statement unless the information specifically indicates that another date applies.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of New Golden Path, Golden Path and/or MC and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this Proxy Statement including, without limitation, in the sections headed “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MC,” and “Business of MC.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Golden Path and MC, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors”, those discussed and identified in public filings made with the SEC by Golden Path and the following:

• expectations regarding MC’s strategies and future financial performance, including MC’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and MC’s ability to invest in growth initiatives and pursue acquisition opportunities;

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

• the outcome of any legal proceedings that may be instituted against MC, Golden Path and others following announcement of the Merger Agreement and transactions contemplated therein;

• the inability to complete the Business Combination due to the failure to obtain Golden Path’s shareholders’ approval;

• the risk that the proposed Business Combination disrupts current plans and operations of MC as a result of the announcement and consummation of the Business Combination;

• the ability to recognize the anticipated benefits of the Business Combination;

• unexpected costs related to the proposed Business Combination;

• the amount of any redemptions by existing holders of Golden Path ordinary shares being greater than expected;

• the management and board composition of New Golden Path following the proposed Business Combination;

• the ability to list New Golden Path’s securities on the Nasdaq Capital Market;

• limited liquidity and trading of Golden Path and New Golden Path’s securities;

• geopolitical risk and changes in applicable laws or regulations;

• the possibility that MC and/or Golden Path may be adversely affected by other economic, business, and/or competitive factors;

• operational risks;

• litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on MC’s resources;

• fluctuations in exchange rates between the foreign currencies in which MC typically does business and the United States dollar; and

• the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Golden Path, MC and New Golden Path prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this Proxy Statement and attributable to MC, Golden Path, New Golden Path or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Proxy Statement. Except to the extent required by applicable law or regulation, New Golden Path, MC and Golden Path undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Proxy Statement or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING

Q: What is the purpose of this document?

A: Golden Path is proposing to consummate the Business Combination and complete the additional transactions contemplated under the Merger Agreement and related matters, including but not limited to the change of Golden Path’s name and reconstituting its Board of Directors, amendments to Golden Path’s Memorandum and Articles of Association to reflect that it will no longer be a blank check or SPAC company, and adjournment of the Extraordinary General Meeting. The Business Combination and other transactions are described in this Proxy Statement. In addition, the Merger Agreement is attached to this Proxy Statement as Annex A, and is incorporated into this Proxy Statement by reference. This Proxy Statement contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You are encouraged to carefully read this Proxy Statement, including “Risk Factors” and all the annexes hereto.

Q: What is being voted on at the Extraordinary General Meeting?

A: Below are the Proposals that Golden Path’s shareholders are being asked to vote on:

• the Business Combination Proposal;

• the Director Election Proposal;

• the Nasdaq Stock Issuance Proposal;

• the Name Change Proposal;

• the Article Amendment Proposal; and

• the Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting in the event Golden Path does not receive the requisite shareholder vote to approve the Business Combination.

Approval of the Business Combination Proposal, Director Election Proposal, Nasdaq Stock Issuance Proposal and the Adjournment Proposal require the affirmative vote of the holders of a majority of the issued and outstanding Golden Path ordinary shares present and entitled to vote at the Extraordinary General Meeting to be passed as ordinary resolutions. The Name Change Proposal and Articles Amendment Proposal require the affirmative vote of at least a two-thirds majority of the issued and outstanding Golden Path ordinary shares present and entitled to vote at the Extraordinary General Meeting to be passed as special resolutions.

Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Business Combination Proposal and no effect on the other Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

As of the record date, 1,708,000 ordinary shares held by the initial shareholders (our Sponsor), or approximately 22.90% of the issued and outstanding Golden Path ordinary shares, would be voted in favor of each of the Proposals.

Q: Are any of the proposals conditioned on one another?

A: Yes. Golden Path will not undertake the Change of Name Proposal, the Nasdaq Share Issuance Proposal, the Articles Amendment Proposal or the Director Election Proposal unless and until the Business Combination Proposal is approved by its shareholders.

Q: How were the transaction structured and consideration for the Business Combination determined?

A: The Business Combination was the result of an extensive search for a potential transaction utilizing the global network and investing and operating experience of Golden Path’s Sponsor, management team and

board of directors. The terms of the Business Combination were the result of extensive negotiations between Golden Path, Golden Path Merger Sub, and MC. Please see the section entitled “The Business Combination Proposal — Background of the Business Combination” for more information.

Q: Did the board of directors of Golden Path obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: Yes. Golden Path retained Valtech Valuation Advisory Limited, which we refer to as Valtech, to evaluate the fairness of the potential Business Combination of Golden Path and MC. On September 10, 2021, Valtech rendered its opinion to the Golden Path Board of Directors as to the fairness, from a financial point of view, to Golden Path of the Aggregate Merger Consideration (the “Aggregate Closing Merger Consideration”) to be issued and paid by Golden Path pursuant to the Merger Agreement.

Q: Do any of Golden Path’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A: Golden Path’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder. In 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 subdivision, resulting in an aggregate of 10 ordinary shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share subdivision. 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 our sponsor in connection with a recapitalization. Simultaneously with the closing of the IPO on June 24, 2021, Golden Path consummated a private placement of 270,500 units (the “Private Units”) with its Sponsor at a price of $10.00 per Private Unit.

As a result of these purchases, our sponsor owns an aggregate of 1,708,000 ordinary shares which were acquired at an average price of $1.60 per share. Giving effect to the conversion of the rights held by our Sponsor into ordinary shares, our sponsor would own an aggregate of 1,735,050 shares acquired for an average acquisition price of $1.57 per share. Investors in our IPO paid a per share price of approximately $10.00 per share, without assigning a value to the warrants and rights included in the units. Therefore, our sponsor may earn a positive return on the ordinary shares owned by it even if the ordinary shares trade following the completion of the business combination below $10.00 per share and the IPO investors experience a loss on their return. The likely benefit to our sponsor and our directors and officers may influence their motivation for promoting the Business Combination and/or soliciting proxies for the approval of the Business Combination Proposal.

Further, in the event that the Business Combination with MC is not completed, and Golden Path is not able to consummate a business combination with any other proposed target business before June 23, 2022 (unless such date is extended in accordance with Golden Path’s constitutive documents), the securities held by the Sponsor and other insiders of Golden Path will become worthless.

Q: Why is Golden Path proposing the Nasdaq Stock Issuance Proposal?

A: Golden Path is proposing the Nasdaq Stock Issuance Proposal in order to comply with Nasdaq listing rules, which require, among other things, shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock (or ordinary shares in the case of a Cayman Islands exempted company such as Golden Path) outstanding before the issuance of stock or securities or the issuance of stock or securities to any director, officer or “Substantial Shareholder.” In connection with the Business Combination, Golden Path is seeking shareholder approval for the issuance of up to 44,554,455 Golden Path ordinary shares to the MC shareholders and 380,000 shares issued to Peace Asset Management. Because the number of securities that New Golden Path will issue in connection with the Business Combination is equal to 20% or more of Golden Path’s outstanding voting power and outstanding Golden Path ordinary shares in connection with the Business Combination, it is required to obtain shareholder approval of such issuances pursuant to Nasdaq listing rules. Shareholder approval of the Nasdaq Stock Issuance Proposal is also a condition to closing the Merger Agreement. See the section entitled “Nasdaq Stock Issuance Proposal” for additional information.

Q: Why is Golden Path proposing the Name Change Proposal?

A: Golden Path was created as a blank check company with no business operations and whose sole business purpose was to consummate a business combination with a target business. As such, the name “Golden Path Acquisition Corporation” has no business significance. Golden Path’s Board of Directors, in consultation with MC, has determined that the new proposed name “MicroCloud Hologram Inc.” more properly conveys and reflects the business operations of MC as may be expanded following completion of the Business Combination.

Q: Why Golden Path is proposing Articles Amendment Proposal?

A: Golden Path is proposing the Articles Amendment Proposal to make our corporate existence perpetual as opposed to our current corporate existence terminating 12 months (or up to 21 months, if Golden Path extends the period of time to consummate a business combination) following the consummation of the IPO and removing various provisions applicable only to special purpose acquisition companies (SPACs)

Q: When and where is the Extraordinary General Meeting?

A: The Extraordinary General Meeting will be held on [•], 2022 at 10:00 AM Eastern Time. The Extraordinary General Meeting will be a completely virtual Meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting [•].

Q: Who may vote at the Extraordinary General Meeting?

A: Only holders of record of Golden Path ordinary shares as of the close of business on [•] (the record date) may vote at the Extraordinary General Meeting. As of [•], there were 7,458,000 Golden Path ordinary shares issued and outstanding and entitled to vote. Please see the section titled “The Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

Q: What is the quorum requirement for the Extraordinary General Meeting?

A: Shareholders representing a majority of the shares of the shares issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. Golden Path ordinary shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Extraordinary General Meeting will be adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors.

Q: How will the initial shareholders vote?

A: Golden Path’s initial shareholders, including the Sponsor, who as of the record date, owned 1,708,000 shares of Golden Path ordinary shares, or approximately 22.90% of the issued and outstanding Golden Path ordinary shares, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Business Combination Proposal and the other Proposals. The initial shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals pursuant to the terms of a letter agreement they entered into with us at the time of consummation of our IPO. As of [•], no such purchases have been made.

As a result, in addition to our shareholder’s founder shares, we would need only 2,021,001 ordinary shares voting, or approximately 27.10%, of the total 7,458,000 issued and outstanding shares or 35.15% of the 5,750,000 public shares sold in Golden Path’s IPO to vote at the Extraordinary Meeting in order to obtain the quorum.

Q: What are the voting thresholds for Approval of the Proposals?

A: In light of the fact that the Sponsor, which own in the aggregate approximately 22.90% of Golden Path’s total issued and outstanding ordinary shares (1,708,000 shares) as of the record date have agreed to vote their shares in favor of the Business Combination Proposal, the percentage of remaining shares needed to vote for the business combination proposal, Director Election Proposal Nasdaq Stock Issuance Proposal and Adjournment Proposal is any number greater than 156,501 ordinary shares. These proposals require only approval from a majority of the ordinary shares voting in present or by proxy at the meeting. The Name Change Proposal and Articles Amendment Proposal require the affirmative vote of at least a two-thirds majority of the issued and

outstanding Golden Path ordinary shares present in person or by proxy and entitled to vote. Considering the shares owned by the Sponsor, we need at least 778,001 public share, which is 10.43% of out the total 7,458,000 issued and outstanding shares or 13.52% out of the 5,750,000 public shares, to vote for the Name Change and Article Amendment Proposals.

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this Proxy Statement, including the annexes, and consider how the Business Combination will affect you as a Golden Path shareholder. You should vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.

Q: Do I need to attend the Extraordinary General Meeting to vote my shares?

A: No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this Proxy Statement. However, you do not need to attend the Extraordinary General Meeting to vote your Golden Path ordinary shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Golden Path encourages you to vote as soon as possible after carefully reading this Proxy Statement.

Q: Am I required to vote against the Business Combination Proposal in order to have my Golden Path ordinary shares redeemed?

A: No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that Golden Path redeems your Golden Path ordinary shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the Golden Path ordinary shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of Golden Path ordinary shares electing to exercise their redemption rights will not be entitled to receive such payments and their Golden Path ordinary shares will be returned to them.

Q: How do I exercise my redemption rights?

A: If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [•], 2022 (two (2) business days before the Extraordinary General Meeting), that Golden Path redeems your shares for cash, and (ii) submit your request in writing to Golden Path’s transfer agent, at the address listed at the end of this section and deliver your shares to Golden Path’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two (2) business days prior to the vote at the Extraordinary General Meeting. You are not required to vote for or against the Business Combination or any other Proposal in order to redeem your Golden Path ordinary shares.

Any corrected or changed written demand of redemption rights must be received by Golden Path’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Golden Path ordinary shares as of the record date. Any public shareholder who holds Golden Path ordinary shares on or before [•], 2022 (two (2) business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

VStock Transfer LLC

18 Lafayette Place

Woodmere, New York 11598

E-mail: shay@vstocktransfer.com

Tel: (212) 828-8436

Facsimile: (646) 536-3179

Q: How can I vote?

A: If you were a holder of record of Golden Path ordinary shares on [•], the record date for the Extraordinary General Meeting, you may vote with respect to the Proposals in person at the Extraordinary General Meeting, or by submitting a proxy by mail so that it is received prior to [•], in accordance with the instructions provided to you under the section titled “The Extraordinary General Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide you with voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A: No. Under Nasdaq rules, your broker, bank or nominee cannot vote your Golden Path ordinary shares with respect to non-discretionary matters unless you provide them with instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Golden Path believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your Golden Path ordinary shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your Golden Path ordinary shares; this indication that a bank, broker or nominee is not voting your Golden Path ordinary shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your Golden Path ordinary shares only if you provide instructions on how to vote. You should instruct your broker to vote your Golden Path ordinary shares in accordance with directions you provide.

Q: What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A: Golden Path will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting of Golden Path shareholders. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Business Combination Proposal and no effect on the other Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

Q: What happens if I sell my Golden Path ordinary shares before the Extraordinary General Meeting?

A: The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your Golden Path ordinary shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting. However, you would not be entitled to receive any New Golden Path ordinary shares following the consummation of the Business Combination because only Golden Path’s shareholders at the time of the consummation of the Business Combination will be entitled to receive New Golden Path ordinary shares in connection with the Business Combination.

If you are the purchaser of Golden Path ordinary shares after the record date, you must either (i) have a written agreement from the seller or transferor of the Golden Path ordinary shares whereby the seller/transferor agrees to vote the Golden Path ordinary shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the Golden Path ordinary shares held in record name of the seller/transferor.

Q: What happens to my Golden Path Rights if the Business Combination with MC is consummated?

A: Each holder of a Golden Path Right will receive one-tenth (1/10) of a New Golden Path ordinary share upon consummation of our Business Combination with MC. As soon as practicable upon the consummation of our Business Combination, we will direct registered holders of the rights to return their rights to our rights agent, VStock Transfer LLC. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s)

the number of full ordinary shares to which he, she or it is entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such Business Combination and have been informed by the rights agent that the process of exchanging their rights for ordinary shares should take no more than a matter of days. No fractional New Golden Path ordinary shares will be issued in connection with the conversion of the rights, and any fractional entitlement will be rounded down to the nearest whole ordinary share.

Q: What happens to my warrants if I hold Golden Path Warrants?

A: The warrants of Golden Path issued in our IPO will continue to be outstanding. We have applied to change the trading symbol with Nasdaq to HOLOW. Under the terms of the warrants, we must have an effective registration statement providing for the issuance of the underlying ordinary shares declared effective by the SEC in order for any warrant hold to exercise the warrants.

Even if you elect to redeem your ordinary shares and the Business Combination is completed, you will still own the Golden Path Rights and Golden Path Warrants. However, the warrants may be redeemed by New Golden Path for $0.01 per warrant if upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and if, and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date Golden Path sends to the notice of redemption to the warrant holders.

Q. What happens to my Golden Path Rights and Golden Path Warrants if I vote to redeem my Ordinary Shares?

A. The Golden Path Units, Golden Path ordinary shares, Golden Path Rights and Golden Path Warrants are currently listed on the Nasdaq Capital Market under the symbols “GPCOU,” “GPCO,” “GPCOR”, and “GPCOW” respectively. The Units commenced trading on the Nasdaq Stock Market on June 22, 2021, and Golden Path announced that the holders of Units may elect to separately trade Ordinary Shares, Public Warrants and Public Right on July 30, 2021. The closing price of Golden Path’s Units, ordinary shares, Public Warrants and Public Rights on January 28, 2022, was $10.27, $10.00, $0.16 and $0.30, respectively.

Even if you elect to redeem your Ordinary Shares and the Business Combination is completed, you will still own the Golden Path Rights and Golden Path Warrants. Based on the closing price of Golden Path Warrants of $0.17 on Nasdaq as of January 28, 2022, the Golden Path Warrants of public shareholders, sponsor, officers and directors had an aggregate market value of approximately $992,855 and $2,080,835. If the Business Combination with MC is not completed, and we cannot source and complete a substitute business combination within the time frame set forth in our constitutive documents, the Public Warrants and Rights will expire and will be worthless.

Q: If I am a Golden Path warrant holder, can I exercise redemption rights with respect to my warrants?

A: No. The holders of our warrants have no redemption rights with respect to our warrants.

Q: Do I have appraisal rights if I object to the Business Combination?

A: No. There are no appraisal rights available to holders of Golden Path ordinary shares in connection with the Business Combination under Cayman Islands law.

Q: Do I have appraisal rights in connection with the Merger with MC?

A: No. There are no appraisal rights available to holders of Golden Path ordinary shares in connection with the Business Combination with MC or any other proposal under Cayman Islands law.

Q: Will I experience dilution as a result of the Business Combination?

A: Prior to the Business Combination, Golden Path’s public shareholders, who hold shares issued in the IPO, own approximately 77.10% of Golden Path’s issued and outstanding ordinary shares. After giving effect to the Business Combination and (i) to the issuance of the 44,554,455 New Golden Path ordinary shares issued to the current MC shareholders; (ii) to the conversion of the Golden Path rights into 602,050 New Golden Path ordinary shares, and (iii) assuming no exercise of the New Golden Path Warrants, and (iv) issue an aggregate

of 380,000 ordinary shares as compensation to Peace Asset Management for services provided by Peace Asset Management in connection with sourcing MC as a business combination candidate, Golden Path’s current public shareholders will own approximately 11.94% of the issued share capital of New Golden Path.

Q: Are MC’s shareholders required to approve the Business Combination?

A: Yes. MC’s shareholders’ approval of the Merger Agreement and the Plan of Merger is required to consummate the Business Combination. While MC’s shareholders have previously approved the Merger Agreement and Plan of Merger, as a result of Amendment No. 1 to the Merger Agreement, MC shareholders will be required again to approve the Merger Agreement

Q: Is the consummation of the Business Combination subject to any conditions?

A: Yes. The obligations of each of Golden Path, MC, and Golden Path Merger Sub to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement — The Business Combination and the Merger Agreement” in this Proxy Statement.

Q: Can I change my vote after I have mailed my proxy card?

A: Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that Golden Path’s proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your Golden Path ordinary shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to our transfer agent VStock Transfer LLC, at 18 Lafayette Place Woodmere, New York 11598, or our proxy solicitor Advantage Proxy, Inc, at PO Box 13581 Des Moines, WA 98198 or by email at ksmith@advantageproxy.com.

Q: Should I send in my share certificates now?

A: Yes. Golden Path’s shareholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Extraordinary General Meeting. Please see the section titled “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q: When is the Business Combination expected to occur?

A: Assuming the requisite shareholder approvals are received, Golden Path expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting, but only after the registration of the Plan of Merger by the Registrar of Companies of the Cayman Islands with respect to Business Combination. Under the terms of the Merger Agreement, the Business Combination may be terminated by either party if closing has not been completed by March 31, 2022. On August 5, 2022, Golden Path and MC entered into Amendment No. 1 to the Merger agreement to extend the outside termination date from March 31, 2022 to December 31, 2022.

Q: Who will manage New Golden Path?

A: Guohui Kang, who currently serves as director and the Chief Executive Officer of MC, Guolong Qi, who currently serves as the Chief Operating Officer of MC, and Bei Zhen, who currently serves as the Chief Financial Officer of MC, will serve in those respective roles as a director and Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer respectively at Golden Path following the consummation of the Business Combination. For more information on Golden Path’s current and anticipated management, see the section titled “New Golden Path’s Directors and Executive Officers after the Business Combination” in this Proxy Statement.

Q: What happens if the Business Combination is not consummated?

A: If the Business Combination is not consummated, Golden Path may seek another suitable business combination. If Golden Path does not consummate a business combination by the date that is 12 months from the closing of the IPO (or extended up to 21 months, as previously described), then pursuant to its Memorandum and Articles

of Association, Golden Path will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and 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 Golden Path’s remaining shareholders and Board of Directors, liquidate and dissolve, subject in each case to Golden Path’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The board of Golden Path has resolved to extend the period of time up to nine times to complete the business combination with MC. Golden Path has made two monthly extensions and paid the monthly extension fee to extend the time to complete the transaction to August 24, 2022. Golden Path plans to deposit further monthly extension fee of $191,667 per month up to nine times up to March 24, 2023 to further extend the period of time to consummate a business combination with MC.

Q: What happens to the funds deposited in the trust account following the Business Combination?

A: Following the closing of the Business Combination, holders of Golden Path ordinary shares exercising redemption rights will receive their per share redemption price out of the funds in the trust account. The balance of the funds will be released to Golden Path and utilized to fund working capital needs of Golden Path. As of December 31, 2021, there was approximately $58,077,063.62 in Golden Path’s trust account. Any funds remaining in the trust account after such uses will be used for future working capital and other corporate purposes of Golden Path.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: In the event that a U.S. Holder elects to redeem its Golden Path ordinary shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the Golden Path ordinary shares under Section 302 of the Internal Revenue Code (the “Code”). If the redemption qualifies as a sale or exchange of the Golden Path ordinary shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Golden Path ordinary shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Golden Path ordinary shares redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights.”

Q: Will holders of Golden Path’s ordinary shares, Rights or Warrants be subject to U.S. federal income tax on the Golden Path ordinary shares received in the Business Combination?

A: Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination,” there will be no taxable event to the pre-Business Combination holders of Golden Path securities.

Q: Who can help answer my questions?

A: If you have questions about the Proposals or if you need additional copies of this Proxy Statement or the enclosed proxy card you should contact Golden Path’s proxy solicitor at:

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

E-mail: ksmith@advantageproxy.com

You may also obtain additional information about Golden Path from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

DELIVERY OF DOCUMENTS TO GOLDEN PATH’S SHAREHOLDERS

Pursuant to the rules of the SEC, Golden Path and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this Proxy Statement, unless Golden Path has received contrary instructions from one or more of such shareholders. Upon written or oral request, Golden Path will deliver a separate copy of this Proxy Statement to any shareholder at a shared address to which a single copy of this Proxy Statement was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that Golden Path delivers single copies of this Proxy Statement in the future. Shareholders may notify Golden Path of their requests by contacting:

Golden Path’s proxy solicitor:

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Toll Free Telephone: (877) 870-8565

Main Telephone: (206) 870-8565

E-mail: ksmith@advantageproxy.com

Golden Path Acquisition Corporation

100 Park Avenue,

New York,

New York 10017

(917) 267-4569

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this Proxy Statement but may not contain all of the information that may be important to you. Accordingly, you are encouraged to read carefully this entire Proxy Statement, including the Merger Agreement attached as Annex A and the Golden Path’s Memorandum and Articles of Association attached as Annex B. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Golden Path’s shareholders.

The Parties to the Business Combination

Golden Path Acquisition Corporation

Golden Path is a blank check company incorporated in the Cayman Islands which was incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. Although Golden Path’s efforts in identifying prospective target businesses will not be limited to a particular geographic region, it intends to focus on businesses that have a connection to the Asian market. Golden Path believes that it will add value to these businesses primarily by providing them with access to the U.S. capital markets.

Golden Path has 12 months from the date of Golden Path’s IPO (June 24, 2021) to consummate a prospective business combination. However, if Golden Path anticipates that it may not be able to consummate a business combination within 12 months, it may, by resolution of its board of directors extend the period of time to consummate a business combination up to nine times, each by an additional one month (for a total of up to 21 months to complete a business combination). In the event Golden Path does not consummate a business combination within 12 months from the closing of its IPO (or up to 21 months as previously described), it will cease operations and liquidate the trust account and distribute the funds included therein to the holders of its securities sold in its IPO and dissolve.

On June 24, 2021, Golden Path consummated the IPO of 5,000,000 units, at $10.00 per unit. In addition, Golden Path’s underwriters exercised in full the over-allotment option for an additional 750,000 units on the same date, resulting in the issuance and sale of an aggregate of 5,750,000 units, generating gross proceeds of $57,500,000.

Simultaneously with the closing of the IPO, Golden Path consummated a private placement with its Sponsor, Greenland Asset Management Corporation, for the purchase of 270,500 Units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,705,000.

After deducting the underwriting discounts, the pre-IPO Sponsor loan, offering expenses, and commissions from the IPO and the sale of the Private Units, a total of $58,075,002 was deposited into a trust account established for the benefit of Golden Path’s public shareholders with Wilmington Trust, National Association acting as trustee, at an account at Morgan Stanley, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

As of March 31, 2022, Golden Path has approximately cash of $29,069 and is available for the payment of offering costs and for working capital purposes. The net proceeds deposited into the trust account remain on deposit in the trust account earning interest. As of March 31, 2022, there was $58,081,803 held in the trust account.

Golden Path’s units, ordinary shares, warrants and rights are each quoted on the Nasdaq Capital Market, under the symbols “GPCOU,” “GPCO,” “GPCOW” and “GPCOR,” respectively. Each Golden Path Unit consists of one share of ordinary share, one warrant entitling its holder to purchase one-half of one share of ordinary share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one share of ordinary share upon the consummation of the Business Combination. Golden Path’s units commenced trading on the Nasdaq Capital Market on June 23, 2021. Golden Path’s ordinary shares, public rights and public warrants commenced trading separately on the Nasdaq Capital Market on July 30, 2021.

Since completing its initial public offering, Golden Path has been dedicating its management’s time and efforts to sourcing a target business. Initially, Golden Path has until June 24, 2022 to consummate a business combination. However, if Golden Path anticipates that it may not be able to consummate a business combination within 12 months, Golden Path 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 Golden Path 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 Ordinary Share), up to an aggregate of $1,725,000, or $0.30 per public ordinary share, on or prior to the date of the applicable deadline, for each one-month extension. The Board of Golden Path has resolved to extend the time to complete the transaction up to nine times to March 24, 2023 and Golden Path has deposited the required extension fee to extend the time to complete the business combination to August 24, 2022. Golden Path plans to deposit further monthly extension fee up to nine times to extend the time to complete its business combination transaction with MC. The funds which have been provided to extend the time frame is in the form of loan to us from our Sponsor. The terms of any such loan are interest free and will be repayable only if Golden Path completes a business combination. If Golden Path is unable to complete a business combination within the combination period, Golden Path 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 Golden Path ordinary 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 Golden Path’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of Golden Path, 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 Golden Path 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 Golden Path ordinary 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).

MC Hologram Inc.

MC focuses on the research and development and application of holographic technology. MC has been committed to providing leading holographic technology services to its customers worldwide. MC’s holographic technology services include high-precision holographic light detection and ranging solutions, or LiDAR, based on holographic technology, exclusive holographic LiDAR point cloud algorithms architecture design, breakthrough technical holographic imaging solutions, holographic LiDAR sensor chip design and holographic vehicle intelligent vision technology to service customers that provide reliable holographic advanced driver assistance systems, or ADAS. MC holographic ADAS can realize the functions of navigation, lane departure warning system (“LDWS”), forward-collision warning system (“FCWS”), blind-spot monitoring system, lane change assistance, automatic parking system, lane-keeping system, and driver state monitoring system.

For example, MC’s LDWS, by telling the driving direction of the vehicle and the continuation direction of the traffic line, will issue a warning when the vehicle deviates from the lane line and the driving direction crosses the traffic lines on both sides. MC’s FCWS analyzes the shadow and contour features of vehicles in front of the road in real-time to locate the position of vehicles, and then calculates the estimated collision time according to the speed of the vehicle and the distance from the front vehicle, so as to determine the potential collision risk and issue an early warning.

MC also provides holographic digital twin technology services for customers and has built a holographic digital twin technology resource library. MC’s holographic digital twin technology resource library captures shapes and objects in 3D holographic form by utilizing a combination of MC’s holographic digital twin software, digital content, spatial data-driven data science, holographic digital cloud algorithm, and holographic 3D capture technology. MC’s holographic digital twin technology and resource library has the potential to become the new norm for the digital twin augmented physical world in the near future. Currently, MC is both the direct and secondary supplier of hardware for certain automobile brands and applies it to standard vehicles through pre-assembly or post assembly. However, MC does not directly manufacture or produce autonomous driving vehicles. Therefore, MC does not engage directly in the autonomous driving business, nor does it generate its revenues directly from the autonomous driving industry.

On November 10, 2020, MC was incorporated under the laws of the Cayman Islands under the name of MC Hologram Inc. MC’s principal executive offices are located at Room 302, Building A, Zhongkenaneng Building, Yuexing Sixth Road, Nanshan District, Shenzhen, People’s Republic of China. MC’s telephone number at this address is +86 (0755)-22912036. MC’s registered office in the Cayman Islands is located at the office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. After the consummation of the Business Combination, MC will become a wholly owned subsidiary of New Golden Path.

MC holds all of the outstanding share capital of Quantum Edge HK Limited (“Mengyun HK”), which was established in Hong Kong on November 25, 2020. Mengyun HK is also a holding company holding all of the outstanding equity of Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”), which was established on May 11, 2021, under the laws of China. MC, Mengyun HK and Beijing Xihuiyun were established as the holding companies of Shanghai Mengyun. On September 10, 2021, MC completed a reorganization of entities under common control of its then shareholders, who collectively owned a majority of the equity interests in MC. After the reorganization, Mengyun HK and Beijing Xihuiyun together own 100% equity interest of Shanghai Mengyun. The reorganization was consummated in the effort to protect the shareholders’ interest and MC gained the control of Shanghai Mengyun as a result.

MC’s shareholders, Best Road Holdings Limited (“Best Road”), Tiger Initiative Investment Ltd (“Tiger Initiative”), Lucky monkey Holding Limited (“Lucky Monkey”), and Import & Export Guojin Development Co., Ltd. (“Guojin”) have signed an Act-in-Concert Agreement and a Voting Agreement, in which Tiger Initiative, Lucky Monkey and Guojin collectively agreed that they shall delegate all voting rights corresponding to their shares in MC to Best Road to exercise, and they will not interfere with Best Road’s exercise of voting rights.. The main terms in the Act-in-Concert Agreement include: (1) the parties agree to take unanimous actions when dealing with matters related to the company’s business development that require resolutions of the general meeting of shareholders and the board of directors of the company according to the Company Law and other relevant laws and regulations and the company’s articles of association; and (2) the decision on major matters related to the operation and development of the company shall be made through the meeting of the company’s board of directors or the general meetings of shareholders and the parties shall unanimously support the resolution of the company’s general meeting of shareholders and the board of directors, and bear the corresponding guarantee responsibility. Such Act-in-Concert Agreement and Voting Agreement will be terminated upon the consummation of the Business Combination. Zongge Zhang is the sole director and shareholder of Tiger Initiative, Jiahui Lu is the sole director and shareholder of Lucky Monkey, and Guohui Kang is the sole director and shareholder of Guojin. There are no related party interests among these three entities.

Prior to the reorganization, Wei Peng held 30% of the equity shares in BEIM, Horgos Guosheng Zhongxing Equity Investment Partnership held 20% of the equity shares in BEIM, and Qidian Wuxian Equity Investment Management (Beijing) Co., Ltd. held 25% of the equity shares in BEIM. Pursuant to the Act-in-Concert Agreement and the Voting Agreement entered into by and among Wei Peng, Guosheng Zhongxing and Qidian Wuxian, Wei Peng collectively held 75% of the voting shares in BEIM prior to the reorganization.

Prior to the reorganization, Beijing Enkemeida Investment Management Co., Ltd. (“BEIM”) is the controlling shareholder of Shanghai Mengyun by holding 81.63% of the total shares of Shanghai Mengyun and the controlling shareholder of BEIM is the same controller of Best Road, which is Wei Peng. As Wei Peng controls 100% of the equity interest of Best Road, she ultimately controls MC through her beneficial ownership of Best Road and BEIM. Pursuant to the Act-in-Concert Agreement and Voting Agreement, Best Road gained 54.24% of voting power in MC and thus became the controlling shareholder of MC.

Therefore, all of these entities are under common control as the same group of shareholders held more than 50% of the voting ownership interest of each entity which results in the consolidation of Shanghai Mengyun and its subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. The following diagram illustrates MC’s pre-reorganization corporate structure as of September 2021.

In January 2022, MC acquired Shenzhen Tata Mutual Entertainment Information Technology Co., Ltd. (“Shenzhen Tata”), which primarily engages in the holographic technology services industry. The purpose for the acquisition of Shenzhen Tata is to expand business and bring in talents to the Company. In February 2022, MC established Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) and later in March 2022, established Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”). In January 2022, MC established Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushian”) and later in March 2022, established Horgos Yushian Technology Co., Ltd. (“Horgos Yushian”). The purpose of establishing both Shenzhen Youmi and Shenzhen Yushian is to expand business and the purpose of establishing both Horgos Youmi and Horgos Yushian is to operate business in Horgos. None of Shenzhen Youmi, Horgos Youmi, Shenzhen Yushian or Horgos Yushian currently have business operations. The following diagram illustrates MC’s corporate structure as of March 31, 2022.

MC operates its business through its subsidiaries in the PRC in which MC owns equity interests. MC does not operate through any VIE structure. However, because it has operations in the PRC, in light of the recent statements and regulatory actions by the PRC government, such as those related to the use of data security and anti-monopoly concerns, MC may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, which may result in a material change in MC’s operations, including the ability of MC to carry on its current business or accept foreign investments, and the resulting adverse change in value to New Golden Path’s ordinary shares. MC may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if it fails to comply with such rules and regulations, which could adversely affect the ability of MC to list on Nasdaq or another foreign exchange, which may cause the value of New Golden Path securities to significantly decline or become worthless. For a detailed description of the risks facing MC, please refer to “Risk Factors — Risk Factors Relating to Doing Business in China — Adverse changes in China’s economic, political or social conditions, laws, regulations or government policies could have a material adverse effect on MC’s business, financial condition and results of operations.”

The information contained on, or accessible through, MC’s websites are not incorporated by reference into this proxy statement, and you should not consider any information contained on, or that can be accessed through, MC’s websites as part of this proxy statement or in deciding how to vote your shares. For more information on MC, please see the sections entitled “Business of MC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MC.”

Effect of the Completion of the Business Combination Upon Our Corporate Ownership Structure

Assuming the Business Combination with MC is consummated, the corporate structure described above, including ownership of MC’s PRC subsidiaries will remain the same. However, MC will be owned by Golden Path, which in turn will be owned by its shareholders, including the shareholders of MC receiving the shares in the Merger, the IPO investors and our Sponsor.

The following diagrams and table illustrate the ownership structure of Golden Path immediately following the Business Combination. The ownership percentages set forth below do not take into account the exercise of any issued and outstanding Golden Path Warrants into New Golden Path ordinary shares. None of the parties in the chart below purchase Golden Path ordinary shares in the open market; and other than the conversion of outstanding Golden Path rights into 602,050 New Golden Path ordinary shares, there are no other issuances of equity by Golden Path prior to or in connection with the consummation of the Business Combination.

The diagrams below depict a simplified version of New Golden Path’s organizational structure immediately following the completion of the Business Combination under two scenarios.

Scenario 1 Combined (Assuming No Redemptions Into Cash):

Scenario 2 Combined (Assuming Maximum Redemptions Into Cash):

The equity interests shown in the table below were calculated based on the assumptions that (i) no Golden Path shareholder exercises its redemption, and (ii) Maximum Golden Path shareholder properly exercises its redemption, or 5,750,000 ordinary shares, represents the maximum redemption.

	Assuming No Redemption		Assuming Maximum Redemption
Golden Path’ public shareholders	11.94	%	1.22	%
Golden Path’ initial shareholders (Sponsor)	3.27	%	3.67	%
MC shareholders	84.07	%	94.31	%

Effects of PRC foreign exchange regulations on MC’s ability to transfer assets within MC’s organization

Current foreign exchange and other regulations in the PRC may restrict MC’s PRC subsidiaries in their ability to transfer their net assets to MC and its subsidiaries in Hong Kong and to investors. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Under MC’s current corporate structure, MC may rely on dividend payments from MC’s PRC subsidiaries to fund any cash and financing requirements MC may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of MC’s PRC subsidiaries in China may be used to pay dividends to MC.

However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, MC needs to obtain SAFE approval to use cash generated from the operations of MC’s PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

The Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification (the “Circular 3”) which took effect on January 26, 2017, stipulates several capital control measures with respect to the outbound remittance of profits from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting profits. Moreover, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

In light of the flood of capital outflows of China in 2016 due to the weakening of Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped-up scrutiny of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account. If any of MC’s shareholders regulated by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents MC from obtaining sufficient foreign currencies to satisfy MC’s foreign currency demands, MC may not be able to pay dividends in foreign currencies to its shareholders.

For the years ended December 31, 2020 and 2021, MC and its subsidiaries’ operations were mainly carried out by its subsidiaries in China and Hong Kong. Each subsidiary in China and Hong Kong has its own operating cash flow. There are inter-company advances between subsidiaries in China for cash flow purposes. MC Cayman and Mengyun Hong Kong are holding companies outside of China and have no substantial operations except for certain limited holding company administrative expenses which have been financed by certain shareholders. There have been no cash transfers between PRC subsidiaries and entities outside of the PRC.

In the future, cash proceeds raised from overseas financing activities, including cash proceeds raised from the SPAC’s trust funds and investment funds, may be transferred to MC’s PRC subsidiaries via capital contribution or shareholder loans to support business development and research and development. Any loans to MC’s PRC subsidiaries, which are foreign-invested enterprises, cannot exceed a statutory limit, and shall be registered with SAFE or its local counterparts, or local banks. Any funds MC transfers to MC’s PRC subsidiaries, either as a shareholder loan or as an increase in the registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to MC’s PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce, or MOFCOM or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE. MC’s PRC subsidiaries may not procure loans which exceed the difference between MC’s total investment amount and registered capital. MC may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by MC to MC’s PRC subsidiaries. If MC fails to complete such registrations, MC’s ability to use the proceeds of this Offering and to capitalize MC’s PRC operations may be negatively affected, which could adversely affect MC’s liquidity and MC’s ability to fund and expand MC’s business. Furthermore, any capital contributions MC makes to MC’s PRC subsidiaries shall be registered with the State Administration for Market Regulation (“SAMR”) or its local counterparts and reported to the Ministry of Commerce or its local counterparts.

On March 30, 2015, SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19. SAFE Circular 19, however, allows foreign invested enterprises in China to use their registered capital settled in RMB converted from foreign currencies to make equity investments, but the registered capital of a foreign invested company settled in RMB converted from foreign currencies remains not allowed to be used, among other things, for investment in the security markets, or offering entrustment loans, unless otherwise regulated by other laws and regulations. On June 9, 2016, SAFE further issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which, among other things, amended certain provisions of SAFE Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the RMB capital converted from foreign currency-denominated registered capital

of a foreign invested company is regulated such that Renminbi capital may not be used for purposes beyond its business scope or to provide loans to non-affiliates unless otherwise permitted under its business scope. On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-Border Trade and Investment, or SAFE Circular 28, which removes the restrictions on domestic equity investments by non-investment foreign-invested enterprises with their capital funds, provided that certain conditions are met.

Golden Path Merger Sub

Golden Path Merger Sub was incorporated on August 19, 2021 under the laws of Cayman Islands for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed into, MC pursuant to the Business Combination.

The Business Combination and the Merger Agreement

The Merger Agreement was entered into by and among Golden Path, Golden Path Merger Sub, and MC on September 10, 2021 and the shareholders of MC have approved the Merger Agreement and Plan of Merger on September 10, 2021. Pursuant to the terms of the Merger Agreement, the Golden Path Merger Sub will merge with and into MC, with MC continuing as the Surviving Company and becoming a wholly owned subsidiary of Golden Path. Golden Path shall continue to be publicly listed and will change its name to “MicroCloud Hologram Inc.” immediately after the consummation of the Business Combination. New Golden Path refers to Golden Path immediately following the consummation of the Business Combination.

The aggregate consideration for the Business Combination is $450,000,000, payable in the form of approximately 44,554,455 newly issued Golden Path ordinary shares to MC shareholders. At the closing of the Business Combination, the issued and outstanding shares and all other equity interests in MC held by MC shareholders will be cancelled and ceased to exist, in exchange for the issuance of an aggregate of approximately 44,554,455 Golden Path ordinary shares. Following completion of the Merger, MC will be wholly-owned by New Golden Path.

On August 5, 2022, Golden Path, Golden Path Merger Sub and MC entered into an amendment to the Merger Agreement (the “Amendment”). The purposes of the amendment were to: (1) extend the outside termination date of the proposed merger to December 31, 2022; (2) include as a closing condition the requirement that the requisite vote of the shareholders of MC has been obtained; (3) include the requirement of the audited financial statement of MC for the year ended 2021 and reviewed financial statement of MC for the periods ended June 30, 2022 and March 31, 2022; and (4) make conforming changes to reflect that Purchaser will file a proxy statement with the Securities and Exchange Commission following the execution of the Amendment relating to the approval of the Purchaser’s shareholders of the Merger and the transactions contemplated by the Merger Agreement.

On August 10, 2022, Golden Path, Golden Path Merger Sub and MC entered into a second amendment to the Merger Agreement (the “Amendment”). The purposes of the Amendment were to change the requirement of MC’s delivering to Golden Path the quarterly reviewed financial statements for the period ended June 30, 2022 from a representation and warranty to a covenant with such financial statements to be delivered no later than September 15, 2022, and to make certain other conforming changes regarding the current status.

For more information about the Business Combination, please see the sections titled “The Business Combination Proposal.” A copy of the Merger Agreement is attached to this Proxy Statement as Annex A.

Post-Business Combination Structure and Impact on the Public Float

The following table illustrates the ownership structure of Golden Path immediately following the Business Combination. The equity interests shown in the table below were calculated based on the assumptions that (i) no Golden Path shareholder exercises its redemption, (ii) none of the parties in the chart below purchase Golden Path ordinary shares in the open market; and (iii) other than the conversion of outstanding Golden Path rights into 602,050 New Golden Path ordinary shares, (iv) issue an aggregate of 380,000 ordinary shares as compensation to Peace Asset Management for services provided by Peace Asset Management in connection with sourcing MC as a business combination candidate, there are no other issuances of equity by Golden Path prior to or in connection with the consummation of the Business Combination. Notwithstanding the foregoing, the ownership percentages set forth below do not take into account the exercise of any issued and outstanding Golden Path Warrants into New Golden Path ordinary shares.

	Scenario 1 Combined (Assuming No Redemptions Into Cash)		Scenario 2 Combined (Assuming Maximum Redemptions Into Cash)
Weighted average shares calculation, basic and diluted
Golden Path public shares	5,750,000		0
Golden Path shares converted from rights	602,050		602,050
Golden Path Sponsor shares	1,708,000		1,708,000
Golden Path shares issued to Peace Asset Management	380,000		380,000
Golden Path shares issued in the Business Combination	44,554,455		44,554,455
Weighted average shares outstanding	52,994,505		47,244,505
Percent of shares owned by MC shareholders	84.07	%	94.31	%
Percent of shares owned by Golden Path	15.21	%	4.89	%
Percent of shares owned by Peace Asset Management	0.72	%	0.80	%

If the actual facts are different from these assumptions, the percentage ownership retained by Golden Path’s public shareholders following the Business Combination will be different. The public warrants and private placement warrants will become exercisable upon on the later of the completion of a business combination and 12 months from the date of its IPO Prospectus, and will expire five (5) years after the completion of the Business Combination or earlier upon redemption or liquidation.

Of the total 44,554,455 ordinary shares issued in the merger to the MC shareholders, 3,000,000 ordinary shares will be free of any lock-up restrictions.

Domestic Issuer Status

After the consummation of the Business Combination and the completion of this offering, New Golden Path will remain a domestic filer until at least June 30, 2023, on which date New Golden Path will reassess whether it qualifies as a “foreign private issuer”. New Golden Path may qualify as a “foreign private issuer” on June 30, 2023, after which New Golden Path will become exempt from certain rules under the Exchange Act that would otherwise apply if New Golden Path was a domestic issuer. For example, as a “foreign private issuer”, New Golden Path:

• will not be required to provide as the Exchange Act reports, or as frequently or as promptly, as domestic issuers with securities registered under the Exchange Act. For example, New Golden Path will only be required to furnish current reports on Form 6-K any information that New Golden Path (a) makes or is required to make public under the laws of the Cayman Islands, (b) files or is required to file under the rules of any stock exchange or (c) otherwise distributes or is required to distribute to its shareholders. In addition, New Golden Path will not be required to file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a “foreign private issuer”, New Golden Path will be required to file an annual report on Form 20-F within four months after its fiscal year end;

• will not be required to provide the same level of disclosure on certain issues, such as executive compensation or be required to conduct advisory votes on executive compensation;

• will be exempt from filing quarterly reports under the Exchange Act with the SEC;

• will not be subject to the requirement to comply with Regulation Fair Disclosure, or Regulation FD, which imposes certain restrictions on the selected disclosure of material information;

• will not be required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

• will not be required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Management and Board of Directors Following the Business Combination

Effective as of the closing of the Business Combination, the board of directors of New Golden Path will consist of five members, four of whom will be nominated by MC. In order to continue to satisfy the Nasdaq Capital Market listing standards, at least three of the members of the board of directors will be independent in accordance with the Nasdaq listing rules. Additionally, at least one member must be designated and qualify as a “financial expert” under Securities and Exchange Commission rules and regulations. See section titled “New Golden Path’s Directors and Executive Officers after the Business Combination” for additional information.

Other Documents Relating to the Business Combination

Registration Rights Agreement

In connection with the execution of the Merger Agreement, Golden Path and MC shareholders entered into a registration rights agreement as of September 10, 2021, to provide for the registration under the Securities Act of 1933 of the Consideration Shares with respect to the shares issued to MC shareholders in connection with the Business Combination.

Lock-up Agreements

In connection with the closing of the Merger, Golden Path will enter into a Lock-Up Agreement with each MC shareholder and Peace Asset Management with respect to certain lock-up arrangements, which will provide that such MC shareholder and Peace Asset Management will not, within certain period of time from the closing of the Business Combination, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, subject to express carve-outs therein, any of the shares issued in connection with the Business Combination, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. Our Sponsor, Greenland Asset Management Corporation, and the pre-merger officers and directors of Golden Path executed a similar lock-up agreement in connection with completion of the Golden Path IPO.

The Lock-up Agreement provides that all shares held by the parties to the lock-up agreements will be subject to restrictions of sale, transfer or assignment as follows: (A) 50% of the shares until the earlier of (i) six (6) months after the date of the consummation of the Merger 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 the Merger, and (B) the remaining 50% of the shares may not be transferred, assigned or sold until six months after the date of the consummation of the Merger.

In addition, the lock-up for the MC shareholders will not apply to the following: (i) transfers to the members, immediate family members or affiliates of the MC shareholders, or transfers by virtue of law upon dissolution or death of the MC shareholders; (ii) transactions relating to the ordinary shares, par value $0.0001 per share, of the Company (the “Purchaser Shares”) acquired in open market transactions after the closing; (iii) transfers to the Company pursuant to any contractual arrangement in connection with the termination of the MC shareholders’ service to the Company or MC; (iv) the liquidation, merger, stock exchange or other similar transaction of the Company which affect all holders of the Purchaser Shares; and (v) transactions to satisfy any U.S. federal, state, or local income tax obligations of the MC shareholders (or its direct or indirect owners) arising from a change in law. Of the total 44,554,455 ordinary shares issued in the merger to the MC shareholders, 3,000,000 ordinary shares will be freely tradeable under the Securities Act of 1933, as amended and free of any lock-up restrictions.

Non-competition and Non-solicitation Agreements

Pursuant to the execution of the Merger Agreement, Golden Path and MC will enter into a Non-competition and Non-solicitation Agreement (the form of which is attached as Exhibit B to the Merger Agreement) with Best Road Holdings Limited in favor of Golden Path and MC. Pursuant to these agreements, Best Road Holdings Limited including its affiliates shall agree not to compete with MC’s business, nor support any affiliate in competing with MC’s business during the two years following the closing of the Merger. Additionally, it shall agree not to encourage, induce or solicit any employee, director or officer of MC to leave MC.

Redemption Rights

Golden Path’s public shareholders will be provided with the opportunity to redeem all or a portion of their public shares upon the completion of a business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of a business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares. As of March 31, 2022, this would have amounted to approximately $10.10 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) hold public Golden Path ordinary shares or hold public Golden Path ordinary shares through Golden Path Units and you elect to separate your Golden Path Units into the underlying public Golden Path ordinary shares, public Golden Path Rights and public Golden Path Warrants prior to exercising your redemption rights with respect to the public Golden Path ordinary shares; and

(ii) prior to [•], (a) submit a written request to the transfer agent that Golden Path redeems your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

Holders of outstanding Golden Path Units must separate the underlying Golden Path ordinary shares, Golden Path Warrants and Golden Path Rights prior to exercising redemption rights with respect to the Golden Path ordinary shares. If Golden Path Units are registered in a holder’s own name, the holder must deliver the certificate for its Golden Path Units to the transfer agent with written instructions to separate the Golden Path Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Golden Path ordinary shares from the Golden Path Units.

If a broker, dealer, commercial bank, trust company or other nominee holds Golden Path Units for an individual or entity (the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s Golden Path Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of Golden Path Units to be separated and the nominee holding such Golden Path Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Golden Path Units and a deposit of an equal number of Golden Path ordinary shares, Golden Path Warrants and Golden Path Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the Golden Path ordinary shares from the Golden Path Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If the beneficial owners fail to cause their Golden Path ordinary shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

In seeking shareholder approval of the Business Combination, Golden Path’s 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary shares sold in Golden Path’s IPO, which Golden Path refers to as the “Excess Shares.” However, Golden Path would not be restricting shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination.

The Proposals

At the Extraordinary General Meeting, the Golden Path’s shareholders will be asked to vote on the following:

• the Business Combination Proposal to approve the Business Combination;

• the Director Election Proposal;

• the Nasdaq Stock Issuance Proposal;

• the Name Change Proposal;

• the Articles Amendment Proposal; and

• The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting in the event Golden Path does not receive the requisite shareholder vote to approve the Business Combination.

Please see the sections titled “The Extraordinary General Meeting” on page 1 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of [•], there were 7,458,000 shares of Golden Path ordinary shares issued and outstanding. Only Golden Path’s shareholders who hold shares of Golden Path ordinary shares of record as of the close of business on [•] (“Record Date”) are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval of the Business Combination Proposal will require the affirmative vote of a majority of the votes cast by the holders of the issued Golden Path ordinary shares entitled to vote thereon which were present at the meeting to approve the Business Combination. Approval of the Directors Election Proposal, the Nasdaq Stock Issuance Proposal and Adjournment Proposal will require the affirmative vote of at least a majority of the votes cast by the holders of the issued Golden Path ordinary shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. Approval of the Name Change Proposal, and the Articles Amendment Proposal will require the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued Golden Path ordinary shares of the Company present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter (to be passed as special resolutions).

As of [•], the initial shareholders collectively owned and were entitled to vote 1,708,000 shares of Golden Path ordinary shares, or approximately 22.90% of Golden Path’s issued and outstanding shares. With respect to the Business Combination, the initial shareholders which own approximately 22.90% of Golden Path’s outstanding shares as of the Record Date, have agreed to vote its Golden Path ordinary shares in favor of Business Combination Proposal although there is no agreement in place with respect to voting on the other Proposals.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Golden Path will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of MC expecting to have a majority of the voting power of the post-combination company, MC’s senior management comprising all of the senior management of New Golden Path, the relative size of MC compared to Golden Path, and MC’s operations comprising the ongoing operations of New Golden Path. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of MC’s issuing shares for the net assets of Golden Path, accompanied by a recapitalization. The net assets of Golden Path will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of MC.

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plan of Merger.

Based on existing Chinese laws and regulations, MC is not required to obtain any pre-approval from China Securities Regulatory Commission, or the CSRC, to conduct this listing, subject to interpretation of the existing Chinese laws and regulations by the Chinese government authorities.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. While the application of the M&A Rules remains unclear, no official guidance and related implementation rules have been issued in relation to the Opinions, and the interpretation and implementation of the Opinions also remain unclear at this stage, based on the understanding of MC’s PRC counsel on the current PRC laws and regulations, no prior

permission is required under the M&A Rules or the Opinions from any PRC governmental authorities (including the CSRC) for consummating this business combination and offering. However, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as MC, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules to require MC to obtain CSRC or other PRC governmental approvals for this business combination and offering, and even when such permission is obtained, whether it will be denied or rescinded.

On July 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities According to Law (“Opinions”), which call for strengthened regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose to take effective measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. For a description of regulations applicable to MC, please refer to “Regulations Applicable to MC.”

As of the date of this proxy statement, neither MC nor any of its subsidiaries, including but not limited to its operating company subsidiaries, have been informed by the CSRC, Cybersecurity Administration of China (the “CAC”) or any other Chinese regulatory authority of any requirements, approvals or permissions that MC should obtain prior to this offering. And as of the date of this proxy statement, MC and its subsidiaries have not received any inquiry, notice, warning, sanction or any regulatory objections to this offering from the CSRC. However, as there are uncertainties with respect to the Chinese legal system and changes in laws, regulations and policies, including how those laws and regulations will be interpreted or implemented, there can be no assurance that we will not be subject to such requirements, approvals or permissions in the future.

MC and its subsidiaries are in possession of the requisite operation licenses and permits from the PRC

There are significant legal and operational risks associated with MC’s operations in China. PRC laws and regulations governing MC’s current business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in MC’s business, and completely hinder of its ability to offer or continue to offer our securities to investors and cause the value of our securities to significantly decline or become worthless.

If government approvals are later found to have been required, or if the necessary permission(s) are obtained but later rescinded, MC’s business operations will be materially and adversely impacted and may not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

MC has been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this business combination and offering. As of the date of this proxy statement, MC has not received any inquiry, notice, warning, sanctions, or regulatory objection to this business combination and offering from the CSRC, CAC or other PRC governmental authorities. See “Risk Factors — Risk Factors Relating to Doing Business in China — The M&A Rules and certain other PRC regulations may make it more difficult for MC to pursue growth through acquisitions” and “— The approval of the China Securities Regulatory Commission may be required in connection with this business combination and offering under a regulation adopted in August 2006, and, if required, MC cannot assure you that MC will be able to obtain such approval.”

Interests of Certain Persons in the Business Combination

When you consider the recommendation of Golden Path’s board of directors in favor of approval of the Business Combination Proposal and the other related Proposals, you should keep in mind that Golden Path’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including the following:

• If the proposed Business Combination is not completed by June 23, 2022, the date that is 12 months from the closing of the IPO (or March 23, 2023, the date that is 21 months from the closing of the IPO, if the time period is extended as previously described herein), Golden Path will cease all operations and liquidate as previously described herein, in such event:

• the 1,437,500 ordinary shares of Golden Path held by the initial shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares had an aggregate market value of approximately $[•] based on the closing price of Golden Path ordinary shares of $[•] on the Nasdaq Capital Market as of [•];

• the 270,500 private units purchased by the Sponsor for a total purchase price of $2,705,000, will be worthless. Such private units had an aggregate market value of approximately $[•] closing price of Golden Path Units of $[•] on the Nasdaq Capital Market as of [•];

Recommendations of Golden Path’s Board of Directors to Golden Path’s Shareholders

After careful consideration of the terms and conditions of the Merger Agreement, the Golden Path’s board of directors has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of Golden Path and its shareholders. In reaching its decision with respect to the Business Combination, the Golden Path’s board of directors reviewed various industry and financial data and the due diligence and evaluation materials provided by MC. The Golden Path’s board of directors also obtained a fairness opinion on which to base its assessment. Golden Path’s board of directors recommends that Golden Path’s shareholders vote:

• the Business Combination Proposal to approve the Business Combination;

• the Director Election Proposal;

• the Nasdaq Stock Issuance Proposal;

• the Name Change Proposal;

• the Articles Amendment Proposal; and

Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 30 of this Proxy Statement. Below is a summary of material factors that make an investment in our ordinary shares speculative or risky. Importantly, this summary does not address all of the risks that we and MC face. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Golden Path’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of New Golden Path following consummation of the Business Combination. These risks include, but are not limited to the following:

• The holographic technology service industry is developing rapidly and affected by continuous technological changes, with the risk that MC cannot continue to make the correct strategic investment and develop new products to meet customer needs.

• Adverse conditions in the related industries, such as the automotive industry, or the global economy in general could have adverse effects on MC’s results of operations.

• MC may be materially and adversely affected by the complexity, uncertainties and changes in the PRC laws and regulations governing Internet-related industries and companies.

• MC may become subject to a variety of laws and regulations in the PRC regarding the payment of dividends, the transfer of cash between MC, other subsidiaries and New Golden Path, privacy, data security, cybersecurity, and data protection.

• Sudden or unexpected changes with little advance notice in China’s economic, political or social conditions, laws, regulations or government policies could have a material adverse effect on MC’s business, financial condition and results of operations. Recent statements made and regulatory actions undertaken by PRC government, including the recent enactment of China’s new Data Security Law, as well as our obligations to comply with China’s Cybersecurity Review Measures (revised draft for public consultation), regulations and guidelines relating to the multi-level protection scheme, Personal Information Protection Law and any other future laws and regulations may require MC to incur significant expenses and could materially affect its ability to conduct business, accept foreign investments or list on a U.S. or foreign exchange.

• You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against New Golden Path or its management named in the proxy statement based on foreign laws.

• Although the audit report included in this proxy statement is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in MC’s securities may be prohibited under the HFCA Act if the SEC subsequently determines its audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist MC’s securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. Currently MC’s auditor is headquartered in New York and has been inspected by the PCAOB on a regular basis. Therefore, it is not subject to the determinations announced by the PCAOB on December 16, 2021. Moreover, the PCAOB currently has access to inspect the audit workpapers of MC’s PRC subsidiaries or any PRC-based subsidiary post-business combination. Notwithstanding the foregoing, in the future, if there is any regulatory change or steps taken by the PRC regulators that do not permit Friedman LLP, MC’s auditor, to provide audit documentation located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that MC is subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to MC access to the U.S. capital markets and trading of MC’s securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act.

• The PRC government may intervene or influence MC’s operations at any time or may exert more control over the manner in which MC and its PRC subsidiaries must conduct its business activities, which could result in a material change in MC’s operation and / or the value of MC’s ordinary shares.

• Uncertainties in the interpretation and enforcement of PRC laws and regulations, including future developments of PRC laws and regulations, could limit the legal protection available to you and MC.

• If MC’s direct equity ownership is challenged by the PRC authorities, it may have a significant adverse impact on MC’s operating results and your investment value.

• Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and / or foreign investment in China-based issuers could significantly limit or completely hinder MC’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. MC is currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if MC or its PRC subsidiaries were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, MC will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

• As of the date of this proxy statement, MC is not required to obtain approval or prior permission of this business combination and offering from the CSRC or any other Chinese regulatory authority under the Chinese laws and regulations currently in effect. As of the date of this proxy statement, neither MC nor any of MC’s subsidiaries, including but not limited to MC’s operating company subsidiaries, have been informed by the CSRC, the CAC or any other Chinese regulatory authority of any requirements, approvals or permissions that MC should obtain prior to this business combination and offering. However, as there are uncertainties with respect to the Chinese legal system and changes in laws, regulations and policies, including how those laws and regulations will be interpreted or implemented, there can be no assurance that MC will not be subject to such requirements, approvals or permissions in the future.

• The CSRC has announced its intention to implement new rules for China-based companies seeking to conduct initial public offerings in foreign markets. While such rules have not yet gone into effect, the Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder MC’s ability to offer or continue to offer its ordinary shares to investors and could cause the value of MC’s ordinary shares to significantly decline or become worthless.

• Golden Path is requiring shareholders who wish to redeem their Golden Path ordinary shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

• Golden Path’s directors and officers may have certain conflicts in determining to recommend the acquisition of MC, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

• There are risks to our shareholders who are not affiliates of the Sponsor of becoming shareholders of the Post-Business Combination company through the Business Combination rather than acquiring securities of MC directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

• MC has identified seven material weaknesses in its internal control over financial reporting that have not yet been fully remediated. If MC or New Golden Path fails to implement and maintain an effective system of internal controls, New Golden Path may be unable to accurately report MC’s results of operations, meet New Golden Path’s reporting obligations or prevent fraud, and investor confidence and the market price of New Golden Path’s ordinary shares may be materially and adversely affected.

• In the event that a significant number of Golden Path shares are redeemed, New Golden Path ordinary shares may become less liquid following the Business Combination.

• New Golden Path’s share price may be volatile and could decline substantially and the sale or availability for sale of substantial amounts ordinary shares could adversely affect New Golden Path’s market price.

Other Golden Path Considerations

The Board of Directors focused its analysis on whether the Business Combination is likely to generate a return for Golden Path’s shareholders that is greater than if the trust were to be liquidated. Our Board of Directors unanimously concluded that the Merger Agreement with MC is fair to and in the best interests of the Golden Path shareholders. See “The Business Combination Proposal — Basis for Golden Path Board of Directors’ Recommendation — Fairness Opinion”.

Recommendation of Golden Path’s Board of Directors

After careful consideration, Golden Path’s Board of Directors determined that the Business Combination with MC is fair to, and in the best interests of, Golden Path and its shareholders. On the basis of the foregoing, Golden Path’s Board of Directors has approved and declared advisable the Business Combination and recommends that you vote or give instructions to vote “FOR” each of the Business Combination Proposal and the other Proposals.

Golden Path’s Board of Directors has interests that may be different from, or in addition to your interests as a shareholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for further information.

SUMMARY FINANCIAL INFORMATION OF MC

The following selected consolidated statements of income and comprehensive income for the years ended December 31, 2020 and 2021, selected consolidated balance sheets data as of December 31, 2020 and 2021 and selected consolidated cash flow data for the years ended December 31, 2020 and 2021 have been derived from MC’s consolidated financial statements included elsewhere in this Proxy Statement and have been prepared on the same basis as MC’s consolidated financial statements and have included all adjustments, consisting only of normal and recurring adjustments, that MC considers necessary for a fair statement of MC’s financial position and operating results for the periods presented. The historical results included below and elsewhere in this Proxy Statement are not indicative of MC’s future performance. You should read the section headed “Selected Historical Consolidated Financial and Operating Data of MC” together with MC’s consolidated financial statements and the section headed “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MC” contained elsewhere herein.

The following table represents MC’s selected consolidated statements of income and comprehensive income for the years ended December 31, 2020 and 2021:

Summary Consolidated Statements of Income and Comprehensive Income:

	For the Years Ended December 31,
	2020		2021		2021
	RMB		RMB		USD
Operating revenues	216,094,501		358,649,298		56,284,317
Cost of revenues	(82,400,901	)	(108,623,048	)	(17,046,664	)
Gross profit	133,693,600		250,026,250		39,237,653
Operating expenses	(101,451,514	)	(171,177,307	)	(26,863,563	)
Income from operations	32,242,086		78,848,943		12,374,090
Other income (expenses), net	(99,424	)	1,600,728		251,209
Benefit (Provision) for income taxes	(312,216	)	794,803		124,732
Net income	31,830,446		81,244,474		12,750,031
Other comprehensive income (loss)	(25,795	)	(32,022	)	(5,025	)
Comprehensive income attributable to MC Hologram Inc.	31,804,651		81,212,452		12,745,006

The following table represents MC’s selected consolidated balance sheet data as of December 31, 2020 and 2021:

Summary Consolidated Balance Sheet Data:

	As of December 31,
	2020	2021	2021
	RMB	RMB	USD
Current assets	142,288,967	132,163,233	20,740,923
Other assets	49,922,068	44,961,351	7,055,971
Total assets	193,026,780	177,418,826	27,843,071
Total liabilities	161,939,959	65,119,553	10,219,479
Total shareholders’ equity	31,086,821	112,299,273	17,623,592

The following table represents MC’s selected consolidated cash flow data for the years ended December 31, 2020 and 2021:

Summary Consolidated Cash Flow Data:

	For the Years Ended December 31,
	2020		2021		2021
	RMB		RMB		USD
Net cash provided by (used in) operating activities	(14,246,064	)	102,994,820		16,163,402
Net cash (used in) provided by investing activities	1,195,266		(84,097,397	)	(13,197,753	)
Net cash (used in) provided by financing activities	43,130,455		(1,301,416	)	(204,237	)
Effect of exchange rate on cash and cash equivalents	(396,174	)	(271,402	)	(42,589	)
Change in cash and cash equivalents	29,683,483		17,324,605		2,718,822
Cash and cash equivalents, beginning of year	998,891		30,682,374		4,815,112
Cash and cash equivalents, end of year	30,682,374		48,006,979		7,533,934

COMPARATIVE PER SHARE INFORMATION

The following table sets forth the per share data of each of MC and Golden Path on a stand-alone basis and the unaudited pro forma condensed combined per share data for the three months ended March 31, 2022 and for the year ended December 31, 2021 after giving effect to the Business Combination assuming (i) no redemption of Golden Path ordinary shares, and (ii) maximum redemption of Golden Path ordinary shares. The pro forma earnings information for the year ended December 31 2021 were computed as if the Business Combination had been completed on January 1, 2021, and carried forward through the period.

The historical book value per share is computed by dividing total ordinary shareholders’ equity by the number of Golden Path ordinary shares outstanding at the end of the period. The pro forma combined book value per Golden Path ordinary share is computed by dividing total pro forma ordinary shareholders’ equity by the pro forma number of Golden Path ordinary shares outstanding at the end of the period. The pro forma earnings per share of the combined company is computed by dividing the pro forma income available to the combined company’s ordinary shareholders by the pro forma weighted-average number of Golden Path ordinary shares outstanding over the period.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this Proxy Statement, and the historical financial statements of Golden Path and MC and related notes that are included elsewhere in this Proxy Statement. The unaudited Golden Path and MC pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this Proxy Statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Golden Path and MC would have been had the companies been combined during the periods.

For the three months ended March 31, 2022:

	MC		Golden Path			Pro Forma Combined Assuming No Redemption into Cash		Pro Froma Combined Assuming Maximum Redemption into Cash
Net income (loss) attributable to shareholders	$	3,405,507	$	(309,846	)	$	3,086,138	$	3,086,138
Weighted average shares outstanding – basic and diluted				1,708,000			52,994,505		47,244,505
Basic and diluted net (loss) income per share				(0.18	)		0.06		0.07

For the year ended December 31, 2021:

	MC		Golden Path			Pro Forma Combined Assuming No Redemption into Cash		Pro Froma Combined Assuming Maximum Redemption into Cash
Net income (loss) attributable to shareholders	$	12,750,031	$	(740,299	)	$	12,009,732	$	12,009,732
Weighted average shares outstanding – basic and diluted				1,578,308			52,994,505		47,244,505
Basic and diluted net (loss) income per share				(0.47	)		0.23		0.25

SECURITIES AND DIVIDENDS

Golden Path’s units, ordinary share, warrants and rights are each quoted on the Nasdaq, under the symbols “GPCOU,” “GPCO,” “GPCOW,” and “GPCOR,” respectively. Each GPCO Unit consists of one share of ordinary share, one warrant entitling its holder to purchase one-half of one share of ordinary share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Golden Path’s units commenced trading on the Nasdaq Capital Market on June 23, 2021. Golden Path’s ordinary shares, rights and warrants commenced trading separately on the Nasdaq Capital Market on July 30, 2021.

Golden Path has not paid any cash dividends on its ordinary share to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon Golden Path’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the Business Combination will be at the discretion of Golden Path’s board of directors. It is the present intention of Golden Path’s board of directors to retain all earnings, if any, for use in its business operations and, accordingly, Golden Path’s board does not anticipate declaring any dividends in the foreseeable future.

Securities being issued to MC’s shareholders in connection with the Business Combination are not currently publicly traded. Golden Path is applying to the New Golden Path ordinary shares issued in connection with the Business Combination on the Nasdaq Capital Market. Golden Path has applied to Nasdaq to use the symbol “HOLO” for New Golden Path ordinary shares and “HOLOW” for the New Golden Path warrants following completion of the Business Combination.

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this Proxy Statement before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this Proxy Statement. These risks could have a material adverse effect on the business, financial conditions, and results of operations of Golden Path, and could adversely affect the trading price of New Golden Path’s securities following the Business Combination.

Risk Factors Relating to MC’s Business and Industry

The holographic technology service industry is developing rapidly and affected by continuous technological changes, with the risk that MC cannot continue to make the correct strategic investment and develop new products to meet customer needs.

The holographic service industry develops rapidly, and MC’s success depends on its ability to continuously develop and implement services and solutions that predict and respond to rapid and ongoing changes in holographic technology and the industry, and to continuously provide services that meet the changing needs of customers. If MC does not invest enough in new technologies, or if it does not make the right strategic investments to address these developments and drive innovation, its competitive advantage may be negatively impacted. To maintain and enhance MC’s current competitive position, MC needs to continuously introduce new solutions and services to meet customers’ needs.

Research and development of new technologies and solutions require substantial investments of human resources and capital. However, there is no guarantee that MC’s research and development will be successful, or that MC could achieve the excepted return on its human resources and capital investments. While MC intends to invest substantial resources to remain on the forefront of technological development, continuing changes in holographic technology and the markets, including the ADAS and autonomous driving industries, LiDAR and holographic digital twin technology service industries, could adversely affect adoption of holographic technology and/or MC’s products, either generally or for particular applications. MC’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as the ability to introduce a variety of new product offerings, to address the changing needs of the markets. If MC is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or system configurations that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products could lose market share, its revenue may decline, and its business and prospects may be adversely affected.

In addition, MC’s success to date has been based on the delivery of holography-centered software and hardware solutions to research and development programs in which developers are investing substantial capital to develop new systems. MC’s continued success relies on the success of the research and development phase of these customers as they expand into commercialized projects. For example, with respect to MC’s holographic ADAS segment, most of MC’s automotive customers are just beginning on the path to commercialization, as large-scale commercialization of the autonomous driving industry is yet to start. As holographic technology reaches the stage of large-scale commercialization, MC will be required to develop and deliver holography-centered software and hardware solutions at price points that enable wider and ultimately mass-market adoption. In addition, the delays in introducing products and innovations, and the failure to choose correctly among technical alternatives or the failure to offer innovative products or configurations at competitive prices may cause existing and potential customers to purchase MC’s competitors’ products or turn to alternative technologies.

MC’s competitive position and results of operations could be harmed if MC does not compete effectively.

The holographic service market is characterized by intense competition, new industry standards, limited barriers to entry, disruptive technology developments, short product life cycles, customer price sensitivity and frequent product introductions (including alternatives with limited functionality available at lower costs or free of charge). Any of these factors could create downward pressure on pricing and profitability and could adversely affect MC’s ability to retain current customers or attract new customers. MC’s future success will depend on the ability to continuously enhance and integrate MC’s existing products and services, introduce new products and services in a timely and cost-effective manner, meet changing customer expectations and needs, extend MC’s core technology into new applications, and anticipate emerging standards, business models, software delivery methods and other technological developments.

Furthermore, some of MC’s current and potential competitors enjoy competitive advantages such as greater financial, technical, sales, marketing and other resources, broader brand awareness, and access to larger customer bases. As a result of these advantages, potential and current customers might select the products and services of MC’s competitors, which may cause a loss of market share to MC.

Adverse conditions in the related industries, such as the automotive industry, or the global economy in general could have adverse effects on MC’s results of operations.

MC’s business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the related industries, such as the automobile industry, and the global economy in general. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by MC’s automotive customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The volume of automotive production in China has fluctuated, sometimes significantly, from year to year, and MC expects such fluctuations to give rise to fluctuations in the demand for its products. In addition, adverse conditions in the global economy in general could also adversely affect the results of operations of MC’s customers. Any significant adverse changes in the results of operations of MC’s customers could in turn have material adverse effects on MC’s business, results of operations and financial position.

The market adoption of LiDAR, especially holographic LiDAR technology, is uncertain. If market adoption of LiDAR does not continue to develop, or develops more slowly than MC expects, its business will be adversely affected.

MC’s holographic LiDAR-based ADAS solutions can be applied to different use cases across end markets. Despite the fact that the automotive industry has engaged in considerable effort to research and test LiDAR products for ADAS and autonomous driving applications, the application of LiDAR products, especially holographic LiDAR products, in commercially available vehicles has been generally limited. MC continually studies emerging and competing sensing technologies and methodologies and it may add new sensing technologies to address LiDAR’s relative deficiencies in detecting colors and low reflectivity objects and performing in extreme weather conditions. However, LiDAR products remain relatively new, and it is possible that other sensing modalities, or a new disruptive modality based on new or existing technology, including a combination of different technologies, will achieve acceptance or leadership in the ADAS and autonomous driving industries. Even if LiDAR products are used in initial generations of autonomous driving technology and certain ADAS products, MC cannot guarantee that LiDAR products will be designed into or included in subsequent generations of such commercialized technology.

Market growth potentials for ADAS or autonomous vehicles is difficult to predict, especially in light of the economic consequences of the COVID-19 pandemic. By the time mass market adoption of autonomous vehicle technology is achieved, MC expects competition among providers of sensing technology based on LiDAR and other modalities to increase substantially. If commercialization of LiDAR products is not successful, or not as successful as MC or the market expects, or if other sensing modalities gain acceptance by market participants and regulators by the time autonomous vehicle technology achieves mass market adoption, MC’s business, results of operations and financial condition will be materially and adversely affected.

MC is investing in and pursuing market opportunities outside of the automotive markets, including but not limited to industrial and security robots, mapping applications for topography and surveying and smart city initiatives. MC believes that its future revenue growth, if any, will depend in part on its ability to expand within new markets such as these and to enter new markets as they emerge. Each of these markets presents distinct risks and, in many cases, requires MC to address the particular requirements of that market. Addressing these requirements can be time-consuming and costly. The market for LiDAR technology outside of automotive applications is relatively new, rapidly developing and unproven in many markets or industries. Many of MC’s customers outside of the automotive industry are still in the testing and development phases and it cannot be certain that they will commercialize products or systems with its LiDAR products or at all. MC cannot be certain that LiDAR will be sold into these markets, or any market outside of automotive market, at scale. If LiDAR technology does not achieve commercial success outside of the automotive industry, or if the market develops at a pace slower than MC expects, its business, results of operation and financial condition will be materially and adversely affected.

MC’s results of operations could materially suffer in the event of insufficient pricing to enable MC to meet profitability expectations.

If MC is not able to obtain sufficient pricing for its services and solutions, MC’s revenues and profitability could materially suffer. The rates MC is able to charge for services and solutions are affected by a number of factors, including:

• general economic and political conditions;

• the competitive environment in MC’s industry;

• market price of its service and products provided;

• MC’s bargaining power when entering into contract with customers;

• MC’s customers’ preferences and desire to reduce their costs; and

• MC’s ability to accurately estimate, monitor and manage its contract revenues, costs of sales, profit margins and cash flows over the full contract period.

In addition, MC’s profitability with respect to services and solutions for new technologies may be different when compared to the profitability of MC’s current business, due to factors such as the use of alternative pricing, the mix of work and the number of service providers, among others.

The competitive environment in the holographic technology service industry and related industries in the PRC affects MC’s ability to obtain favorable pricing in a number of ways, any of which could have a material negative impact on MC’s results of operations. The less MC is able to differentiate and/or clearly convey the value of MC’s services and solutions, the more likely that price will become the driving factor in selecting a service provider. In addition, the introduction of new services or products by competitors could reduce MC’s ability to obtain favorable pricing for the services or products that MC offers. Competitors may be willing, at times, to price contracts lower than MC in an effort to enter new markets or increase market share. Further, if competitors develop and implement methodologies that yield greater efficiency and productivity, they may be better positioned to offer similar services at lower prices. As such, failure to adopt a sufficient pricing policy or adjust its pricing policy in a timely and effective manner could adversely and materially affect MC’s competitive position in the industry, which could adversely and materially affect MC’s operations and financial conditions.

MC expects to incur substantial research and development costs and devote significant resources to identifying and commercializing new products, which could significantly reduce its profitability, and there is no guarantee that such efforts would eventually generate revenue for MC.

MC’s future growth depends on penetrating new markets, adapting existing technologies and products to new applications and customer requirements, and introducing new services and products that achieve market acceptance. MC plans to incur substantial and potentially increasing, research and development costs as part of its efforts to design, develop, manufacture, and commercialize new products and enhance existing products. MC’s research and development expenses were RMB 86.0 million and RMB 145.3 million in 2020 and 2021, respectively, and are likely to grow in the future. Because MC accounts for research and development as an operating expense, these expenditures will adversely affect its results of operations in the future. Further, the performance of holographic LiDAR depends on software and hardware solutions involving the integration of automotive integrated circuit (IC), holographic image processing and algorithm software. Production of these complex components may require extremely high cost, which may reduce MC’s profit margins or increase MC’s losses.

MC may need to raise additional capital in the future in order to execute its business plan, which may not be available on terms acceptable to MC, or at all.

In the future, MC may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and it may determine to engage in equity or debt financings, or to enter into credit facilities for other reasons. In order to further business relationships with current or potential customers and partners, MC may issue equity or equity-linked securities to such current or potential customers or partners. MC may not be able to timely secure additional debt

or equity financing on favorable terms, or at all. If MC raises additional funds through the issuance of equity or convertible debt or other equity-linked securities or if it issues equity or equity-linked securities to current or potential customers to further business relationships, its existing shareholders could experience significant dilution. Any debt financing obtained by MC in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for MC to obtain additional capital and to pursue business opportunities, including potential acquisitions. If MC is unable to obtain adequate financing or financing on terms satisfactory to MC, MC’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited.

Market share of MC’s holographic LiDAR products will be materially adversely affected if such products are not adopted by the automotive original equipment manufacturers (OEMs) or their supplier for ADAS applications.

The OEMs and their suppliers have been developing applications in the autonomous driving and ADAS industries over the years. These OEMs manufacturers and suppliers perform extensive testing or identification processes before ordering a large number of LiDAR products, as such products would function as part of a larger system or platform and must comply with certain other specifications. In the future, MC may spend a lot of time and resources to have its products selected by automotive OEMs and their suppliers, which is called “design win.” In terms of autonomous driving and ADAS technology, a design win means that MC’s holographic LiDAR products have been selected for use in specific models. If MC’s product is not selected by the OEMs or their suppliers for one model, or if MC’s product is not successful on that model, it is unlikely to be deployed on other models of that OEM. If MC fails to win a large number of models from one or more automotive OEMs or their suppliers, MC’s business will be materially adversely affected.

MC has material customer concentration, with a limited number of customers accounting for a material portion of its revenues for the years ended December 31, 2020 and 2021, respectively.

For years ended December 31, 2020 and 2021, MC’s five largest customers in aggregate accounted for approximately 41.88% and 43.40% of its revenues for such periods, respectively. In addition, for the years ended December 31, 2020 and 2021, MC’s largest customer accounted for approximately 9.96% and 18.66% of its revenues for these periods, respectively. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for MC to predict the future level of demand for its products and services that will be generated by these customers, or to predict the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from these customers may fluctuate from time to time, which may be affected by market conditions or other factors, some of which may be outside of MC’s control. Further, MC may not be able to maintain and solidify its relationships with these major customers on commercially reasonable terms, or at all. As such, any declines in revenues from MC’s major customers could have an adverse effect on MC’s business, results of operations and financial condition.

Because of her significant equity ownership of MC, Wei Peng has significant influence over MC’s business, and her interests may differ from MC’s interests or those of other shareholders of MC.

On September 1, 2021, MC’s shareholder, Best Road and certain other shareholders of MC entered into an Act-in-Concert Agreement, pursuant to which Best Road gained 54.24% of voting power in MC and thus became the controlling shareholder of MC. As Wei Peng controls 100% of the equity interest of Best Road, she ultimately controls MC through her beneficial ownership of Best Road. As a result of this ownership and control of MC’s voting securities, Wei Peng has significant influence over the outcome of certain matters submitted to MC’s shareholders for approval, including the election of directors. Wei Peng may have interests different from other shareholders and therefore, the concentration of voting power by Wei Peng may have an adverse effect on the MC’s current business operations. Such Act-in-Concert Agreement will be terminated upon the consummation of the Business Combination.

The period of time from a “design win” to implementation is long, and MC is subject to the risks of cancellation or postponement of the contract or unsuccessful implementation

Prospective customers, including those in the automotive industry, generally must make significant commitments of resources to test and validate MC’s products and confirm that they can integrate with other technologies before including them in any particular system, product or model. The development cycles of MC’s products with new customers varies widely depending on the application, market, customer and the complexity of the product. In the

automotive market, for example, this development cycle can be five to seven or more years. The development cycle in certain other markets can be months to one or two years. These development cycles result in MC investing its resources prior to realizing any revenue from the commercialization. Further, MC is subject to the risk that customers cancel or postpone implementation of its technology, as well as that it will not be able to integrate its technology successfully into a larger system with other sensing modalities. Further, MC’s revenue could be less than forecasted if the system, product or vehicle model that includes its LiDAR products is unsuccessful, including for reasons unrelated to its technology. Long development cycles and product cancellations or postponements may adversely affect MC’s business, results of operations and financial condition.

The complexity of MC’s products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of its new products, damage its reputation with current or prospective customers, result in product returns or expose MC to product liability and other claims and adversely affect its operating costs.

MC’s products are highly technical and very complex, and require high standards to manufacture. These products have in the past and will likely in the future experience defects, errors or bugs at various stages of development. MC may be unable to timely release new products, manufacture existing products, correct problems that have arisen or correct such problems to its customers’ satisfaction. Additionally, undetected errors, defects or security vulnerabilities, especially as new products are introduced or as new versions are released, could result in (i) serious injury to the end users of technology incorporating MC’s products, or those in the surrounding area, (ii) customers never being able to commercialize technology incorporating MC’s products, and (iii) litigation against MC, negative publicity and other consequences. These risks are particularly prevalent in the highly competitive autonomous driving and ADAS markets. Some errors or defects in MC’s products may only be discovered after they have been tested, commercialized and deployed by customers. If that is the case, MC may incur significant additional development costs and product recall, repair or replacement costs. Furthermore, MC could also experience higher levels of product returns in such cases, which could adversely affect its financial results. These problems may also result in claims against MC by its customers or others. MC’s reputation or brand may be damaged as a result of these problems, and customers may be reluctant to buy MC’s products, which could adversely affect MC’s ability to retain existing customers and attract new customers.

Failure in cost control may negatively impact the market adoption and profitability of MC’s products.

MC’s production output depends on MC’s ability to produce and/or procure certain key components and raw materials at an acceptable price. If MC fails to reduce or control costs to be incurred thereof, it might not be able to price its products competitively, which in turn may reduce the market adoption rate of MC’s products. In addition, failure in cost control may also result in material adverse effects on the profitability of MC. As such, MC’s results of operations and financial position will be adversely affected.

Continued pricing pressures may result in low profitability, or even losses to MC.

Automotive OEMs possess significant leverage over their suppliers, including MC, because the automotive component supply industry is highly competitive and has a high fixed cost base. Accordingly, MC expects to be subject to substantial continuing pressure from automotive OEMs and their suppliers to reduce the price of its products. It is possible that pricing pressures could intensify beyond MC’s expectations as automotive OEMs pursue restructuring, consolidation and cost-cutting initiatives. If MC is unable to generate sufficient production cost savings in the future to offset price reductions, its profitability would be adversely affected.

MC has a limited operating history, and it may not be able to sustain rapid growth, effectively manage growth or implement business strategies.

MC has a limited operating history. Although MC has experienced significant growth since launching its business, MC’s historical performance results and growth rate may not be indicative of its future performance. MC may not be able to achieve similar results or grow at the same rate as it has in the past. To keep pace with the development of the holographic technology service industry in the PRC, MC may need to adjust and upgrade its product and service offerings or modify its business model. These adjustments may not achieve expected results and may have a material and adverse impact on MC’s financial conditions and results of operations.

In addition, MC’s rapid growth and expansion have placed, and is expected to continue to place, a significant strain on MC’s management and resources. There is no assurance that the future growth of MC will be sustained at a similar rate or at all. MC believes that its revenue, expenses and operating results may vary from period to period in response to a variety of factors beyond its control, which primarily include general economic conditions, emergencies and changes in policies, laws and regulations that may affect MC’s business operations and its ability to monitor costs. In addition, MC’s ability to develop new sources of revenues, diversify monetization methods, attract and retain customers, continue developing innovative technologies, increase brand awareness, expand into new market segments, and adjust to the rapidly changing regulatory environment in the PRC, will also affect its future growth to a great extent. Therefore, MC’s historical results are not predictive of its future financial performance.

If MC fails to attract, retain and engage appropriately-skilled personnel, including senior management and technology professionals, its business may be harmed.

MC’s future success depends on the retention of highly skilled executives and employees. Competition for well-qualified and skilled employees is intense. MC’s future success also depends on the continuing ability to attract, develop, motivate and retain highly qualified and skilled employees, including, in particular, software engineers, LiDAR scientists and holographic technology professionals. MC’s continued ability to compete effectively depends on the ability to attract new employees and to retain and motivate existing employees. If any member of MC’s senior management team or other key employees leave, MC’s ability to successfully operate the business and execute the business strategy could be adversely affected. MC may also have to incur significant costs in identifying, hiring, training and retaining replacements of departing employees.

MC’s business depends substantially on the market recognition of its brand, and negative media coverage could adversely affect MC’s business.

MC believes that enhancing its brand and extending its customer base are cornerstones to sustaining its competitive advantages. Negative publicity about MC and its business, shareholders, affiliates, directors, officers, and other employees, as well as the industry in which MC operates, could be devastating and could materially and adversely affect the public perception of MC’s brand, and in turn, reduce the sales of its products and services. Negative publicity concerning could be related to a wide variety of matters, including:

• alleged misconduct or other improper activities committed by MC’s shareholders, affiliates, directors, officers and other employees;

• false or malicious allegations or rumors about MC or its shareholders, affiliates, directors, officers, and other employees;

• user complaints about the quality of MC’s products and services;

• copyright or patent infringements involving MC and contents offered on MC’s platforms; and

• governmental and regulatory investigations or penalties resulting from MC’s failure to comply with applicable laws and regulations.

In addition to traditional media, there has been an increasing use of social media platforms and similar devices in China, including instant messaging applications, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of users and other interested persons. The availability of information on instant messaging applications and social media platforms is virtually immediate as its impact without affording MC an opportunity for redress or correction. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning MC, shareholders, directors, officers and employees may be posted on such platforms at any time. Risks associated with any such negative publicity or incorrect information cannot be eliminated entirely or mitigated, and may materially harm MC’s reputation, business, financial condition and results of operations.

Failure to maintain, protect, and enhance MC’s brand or to enforce its intellectual property rights may damage the results of its business and operations.

MC believes that the protection of trade secrets, patents, trademarks and domain names is key to its success. In particular, it must maintain, protect, and strengthen its intellectual property rights related to its holographic technical

services. Its intellectual property is essential to expanding the population of individuals and corporate users as well as increasing their trust in its services. MC is committed to protecting their intellectual property rights in accordance with PRC laws and relevant agreements. MC usually enters into confidentiality agreements with its employees to restrict the access, disclosure, and use of its proprietary information. However, MC cannot guarantee that the contractual arrangements and other measures taken by it are sufficient to prevent the theft of MC’s proprietary information, to prevent competitors from independently developing similar technologies, or to prevent any attempt to imitate it. Preventing unauthorized use of MC’s intellectual property is difficult and costly, and the measures it takes may not be enough to prevent intellectual property theft. If MC sues for enforcing intellectual property, the litigation may result in huge costs and dispersion of MC’s management and financial resources. Failure to protect MC’s intellectual property rights may have a significant adverse impact on its business, financial position and operating performance.

MC may be vulnerable to intellectual property infringement charges filed by other companies.

Although MC developed and owns the core intellectual properties, the interpretation of PRC intellectual property laws and intellectual property standards are constantly evolving and may be uncertain. As a result, there might be litigations based on allegations of infringement, misappropriation or other violations of intellectual property rights. MC’s defense of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force MC to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments. An adverse determination also could invalidate MC’s intellectual property rights and adversely affect its ability to offer its products to its customers and may require that MC procure or develop substitute products that do not infringe, which could require significant effort and expense. A claim that its products infringe a third party’s intellectual property rights, even if untrue, could adversely affect MC’s relationships with its customers, may deter future customers from purchasing its products and could expose MC to costly litigation and settlement expenses. Any of these events could adversely affect MC’s business, operating results, financial condition and prospects.

MC may not be able to protect its source code from copying if there is an unauthorized disclosure.

Source code, the detailed program commands for MC’s middleware and software programs and solutions, is critical to MC’s business. Although MC licenses portions of its application and operating system source code to several licensees, MC takes significant measures to protect the secrecy of large portions of MC’s source code. If MC’s source code leaks, MC might lose future trade secret protection for that code. It may then become easier for third parties to compete with MC by copying functionality, which could adversely affect MC’s results of operations.

Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to MC’s trademarks, brand or websites, or misappropriate MC’s data and copy MC’s platform, all of which could cause confusion to MC’s users, divert online customers away from MC’s products and services or harm its reputation.

To divert potential customers from MC to such competitors’ or third parties’ websites or platforms, competitors and other third parties may purchase (i) trademarks that are similar to MC’s trademarks and (ii) keywords that are confusingly similar to MC’s brand or websites in internet search engine advertising programs and in the header and text of the resulting sponsored links or advertisements in order to divert potential customers from MC to such competitors’ or third parties’ websites or platforms. Preventing such unauthorized use is inherently difficult. If MC is unable to prevent such unauthorized use, competitors and other third parties may continue to drive potential customers away from MC’s platform to competing, irrelevant or potentially offensive platform, which could harm MC’s reputation and cause MC to lose revenue.

MC’s business is highly dependent on the proper functioning and improvement of its information technology systems and infrastructure. MC’s business and operating results may be harmed by service disruptions, or by MC’s failure to timely and effectively scale up and adjust MC’s existing technology and infrastructure.

MC’s business depends on the continuous and reliable operation of MC’s information technology (“IT”) systems. MC’s IT systems are vulnerable to damage or interruption as a result of fires, floods, earthquakes, power losses, telecommunications failures, undetected errors in software, computer viruses, hacking and other attempts to harm MC’s IT systems. Disruptions, failures, unscheduled service interruptions or a decrease in connection speeds could damage MC’s reputation and cause MC’s customers and end-users to migrate to its competitors’ platforms. If MC experiences

frequent or constant service disruptions, whether caused by failures of MC’s own IT systems or those of third-party service providers, then MC’s user experience may be negatively affected, which in turn may have a material and adverse effect on MC’s reputation and business. MC may not be successful in minimizing the frequency or duration of service interruptions. As the number of MC’s end-users increases and more user data are generated on MC’s platform, it may be required to expand and adjust technology and infrastructure to continue to reliably store and process content.

MC’s operations depend on the performance of the Internet infrastructure and fixed telecommunications networks in China, which may experience unexpected system failure, interruption, inadequacy or security breaches.

Almost all access to the Internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. Moreover, MC primarily relies on a limited number of telecommunication service providers to provide MC with data communications capacity through local telecommunications lines and Internet data centers to host MC’s servers. MC has limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s Internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. Web traffic in China has experienced significant growth during the past few years. Effective bandwidth and server storage at Internet data centers in large cities such as Beijing and Shenzhen are scarce. With the expansion of MC’s business, it may be required to upgrade technology and infrastructure to keep up with the increasing traffic on its platform. MC cannot assure you that the Internet infrastructure and the fixed telecommunications networks in China will be able to support the demands associated with the continued growth in Internet usage. If MC cannot increase its capacity to deliver online services, then it may not be able to expand its customer base, and the adoption of MC’s services may be hindered, which could adversely impact its business and profitability.

In addition, MC has no control over the costs of the services provided by telecommunication service providers. If the prices MC pays for telecommunications and Internet services rise significantly, MC’s results of operations may be materially and adversely affected. Furthermore, if Internet access fees or other charges to Internet users increase, some users may be prevented from accessing the mobile Internet and thus cause the growth of mobile Internet users to decelerate. Such deceleration may adversely affect MC’s ability to continue to expand MC’s user base.

MC uses third-party services and technologies in connection with MC’s business, and any disruption to the provision of these services and technologies to MC could result in adverse publicity and a slowdown in the growth of MC’s users, which could materially and adversely affect MC’s business, financial condition and results of operations.

MC’s business partially depends on services provided by, and relationships with, various third parties. Some third-party software MC uses in its operations is currently publicly available and free of charge. If the owner of any such software decides to charge users or no longer makes the software publicly available, then MC may need to incur significant costs to obtain licensing, find replacement software or develop it on MC’s own. If MC is unable to obtain licensing, find or develop replacement software at a reasonable cost, or at all, MC’s business and operations may be adversely affected.

MC exercises no control over the third parties with whom MC has business arrangements. If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with MC, then MC could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on MC’s business, financial condition and results of operations.

MC’s insurance policies may not provide adequate coverage for all claims associated with its business operations.

MC maintains various insurance policies, such as group personal accident insurance and corporate employee benefits insurance. However, MC’s insurance coverage is still limited in terms of amount, scope and benefit. Insurance companies in China offer limited business insurance products. MC does not have any business liability or disruption insurance coverage for MC’s operations in China. Any business disruption may result in MC’s incurring substantial costs and the diversion of MC’s resources. Any uninsured business disruption, litigation or legal proceedings or natural disasters, such as epidemics, pandemics or earthquakes, or other events beyond MC’s control could result in substantial costs and the diversion of MC’s management’s attention. If MC were to be held liable for uninsured losses or amounts and claims for insured losses exceeding the limits of its insurance coverage, then MC’s business, financial condition, and results of operations may be materially and adversely affected as a result.

MC may be subject to claims, disputes or legal proceedings in the ordinary course of its business. If the outcome of these proceedings is unfavorable to MC, then MC’s business, results of operations and financial condition could be adversely affected.

MC may be subject to claims, disputes, or legal proceedings in the ordinary course of its business from time to time, which could adversely affect MC’s business, results of operations and financial condition. MC may receive formal and informal inquiries from governmental authorities and regulators regarding MC’s compliance with applicable laws and regulations, many of which are evolving and subject to interpretation. Claims arising out of actual or alleged violations of laws could be asserted against MC by MC’s employees, customers, media partners, competitors, governmental entities in civil or criminal investigations and proceedings or other third parties. These claims could be asserted under a variety of laws, including but not limited to advertising laws, Internet information services laws, intellectual property laws, unfair competition laws, data protection and privacy laws, labor and employment laws, securities laws, real estate laws, tort laws, contract laws, property laws and employee benefit laws. MC may also be subject to lawsuits due to actions by MC’s media partners or advertising customers. In addition, some of MC’s service agreements contain certain indemnity provisions requiring MC to indemnify its customers for certain non-compliance, intellectual property infringement, personal injury and death claims. MC’s indemnity obligations may adversely affect MC’s cash flow, operating results and financial conditions.

There can be no guarantee that MC will be successful in defending itself in legal and arbitration actions or in asserting MC’s rights under various laws. If the outcome of these proceedings is unfavorable to MC, then MC’s business, results of operations and financial conditions could be adversely affected. Even if MC is successful in its attempt to defend itself in legal and arbitration actions or to assert MC’s rights under various laws, enforcing MC’s rights against the various parties involved may be expensive, time-consuming and ultimately futile. These actions may expose MC to negative publicity, substantial monetary damages and legal defense costs, injunctive relief, and criminal and civil fines and penalties, including but not limited to suspension or revocation of MC’s licenses to conduct business.

MC may need additional capital to support or expand its business, and MC may be unable to obtain such capital in a timely manner or on acceptable terms, if at all.

Although MC believes that its anticipated cash flows from operating activities, together with cash on hand, will be sufficient to meet MC’s anticipated working capital requirements and capital expenditures in the ordinary course of business for the next twelve months, MC cannot assure you this will be the case. MC may also need additional cash resources in the future if it pursues opportunities for investments, acquisitions or similar actions. If MC determines that its cash requirements exceed the amount of cash and cash equivalents MC has on hand at the time, MC may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to MC’s shareholding. The incurrence of indebtedness would result in increased fixed obligations and could result in operational and financial covenants that would restrict MC’s operations. MC has historically used bank borrowings to partially finance operations. MC cannot assure you that additional financing will be available in amounts sufficient or on terms acceptable to MC, if at all.

MC’s business may be materially and adversely affected by the effects of natural disasters, health epidemics or similar situation. In particular, the COVID-19 pandemic has already and may continue to cause negative impacts to the MC’s business, results of operations and financial condition.

MC’s business could be materially and adversely affected by natural disasters, such as earthquakes, floods, blizzards, typhoons or fire accidents, epidemics such as avian flu, swine flu, Severe Acute Respiratory Syndrome (or SARS), Ebola, Zika, COVID-19, or other events, such as acts of war, terrorism, environmental accidents, power shortages or communication interruptions.

Since the beginning of 2020, the COVID-19 pandemic has caused temporary closures of shops and facilities in China and around the world. MC’s business growth in 2020 was negatively affected as a result of the COVID-19 pandemic, and MC incurred additional implementation costs and general and administrative expenses, and financial condition have been adversely affected for the first half of 2020 which resulted in a negative effect on MC’s operating income and net income in 2020. As COVID-19 has negatively affected the broader Chinese economy and the global economy, China may continue to experience lower domestic consumption, higher unemployment, severe disruptions

to exporting of goods to other countries and greater economic uncertainty, all of which may materially and adversely affect MC’s business and results of operations. Potential impacts of the COVID-19 pandemic include, but not limited to the following aspects:

• Temporary closure of offices, travel restrictions or business suspension of MC’s customers’ business have already affected and may continue to adversely affect the demand for MC’s services;

• MC’s suppliers may experience supply chain disruption, which could significantly reduce goods supply;

• MC’s customers may request additional time for payment or may not pay MC at all, which could significantly increase the amount and turnover days of MC’s trade receivables, and require MC to record additional allowance for doubtful accounts;

• Any precautionary measure taken to minimize the risks of COVID-19, including travel restriction, quarantine, provisional request of remote work for employees, cancellation or postponement of industry activities and business travel, could damage MC’s efficiency and productivity during the above-mentioned period and incur additional costs, slow down the brand promotion and marketing efforts, causing short-term fluctuation to MC’s results of operations.

Due to the uncertain nature of the COVID-19 pandemic, it is impossible to reasonably estimate the financial impact brought by the outbreak and countermeasures of COVID-19 pandemic for the time being. While most of the restrictions on movement within China have been relaxed as of the date of this proxy statement, there is great uncertainty as to the future progress of the pandemic. Relaxation of restrictions on economic and social life may lead to new cases, which may lead to re-imposition of restrictions. Consequently, the COVID-19 pandemic may materially adversely affect MC’s business, financial condition and results of operations in 2021. The extent to which this pandemic impacts MC’s results of operations will depend on future developments which are highly uncertain and unpredictable, including new outbreaks of COVID-19, the severity of the virus infection, the effectiveness and availability of vaccines, and future actions MC or the authorities may take in response to these developments.

MC may be materially and adversely affected by the complexity, uncertainties and changes in the PRC laws and regulations governing Internet-related industries and companies.

The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry. These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violations of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulations of the Internet business include, but are not limited to, the following:

• There are uncertainties relating to the regulation of the Internet business in China, including evolving licensing practices and the requirement for real-name registrations. MC’s PRC subsidiaries may be required to hold certain permits, licenses or operations, MC may not be able to timely obtain or maintain all the required licenses or approvals, permits, or to complete filing, registration or other formalities necessary for MC’s present or future operations, and MC may not be able to renew certain permits or licenses or renew certain filing or registration or other formalities.

• The evolving PRC regulatory system for the Internet industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment of a new department, the State Internet Information Office. The primary role of this new agency is to facilitate the policy-making and legislative development in this field to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the Internet industry. MC is unable to determine what policies this new agency or any new agencies to be established in the future may have or how they may interpret existing laws, regulations and policies and how they may affect MC. Further, new laws, regulations or policies may be promulgated or announced that will regulate Internet activities. If these new laws, regulations or policies are promulgated, additional licenses may be required for MC’s operations. If MC’s operations do not comply with these new regulations after they become effective, or if MC fails to obtain any licenses required under these new laws and regulations, MC could be subject to penalties, and MC’s business could be disrupted.

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including MC’s business. There are also risks that MC may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China’s regulation of Internet business.

MC’s business may be exposed to Internet data, and MC is required to comply with PRC laws and regulations relating to cyber security. These laws and regulations could create unexpected costs, subject MC to enforcement actions for compliance failures, or restrict portions of MC’s business or cause MC to change its data practices or business model.

MC’s business exposed to a large quantity of data. MC faces risks inherent in handling and protecting large volume of data. including:

• protecting the data in and hosted on MC’s system, including against attacks on MC’s system by outside parties or fraudulent behavior or improper use by MC’s employees;

• addressing concerns related to privacy and sharing, safety, security and other factors; and

• complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to this data.

Governments around the world, including the PRC government, have enacted or are considering legislation related to online businesses. There may be an increase in legislation and regulation related to the collection and use of anonymous internet user data and unique device identifiers, such as IP address or mobile unique device identifiers, and other data protection and privacy regulation. The PRC regulatory and enforcement regime with regard to data security and data protection is evolving. All these laws and regulations may result in additional expenses to MC and any non-compliance may subject MC to negative publicity which could harm its reputation and negatively affect the trading price of MC’s ordinary shares. There are also uncertainties with respect to how these laws will be implemented in practice. PRC regulators have been increasingly focused on regulation in the areas of data security and data protection. MC expects that these areas will receive greater attention and focus from regulators, as well as attract continued or greater public scrutiny and attention going forward, which could increase MC’s compliance costs and subject it to heightened risks and challenges associated with data security and protection. If MC is unable to manage these risks, MC could become subject to penalties, fines, suspension of business and revocation of required licenses, and MC’s reputation and results of operations could be materially and adversely affected. In addition, regulatory authorities around the world have recently adopted or are considering a number of legislative and regulatory proposals concerning data protection. These legislative and regulatory proposals, if adopted, and the uncertain interpretations and application thereof could, in addition to the possibility of fines, result in an order requiring that MC change its data practices, which could have an adverse effect on MC’s business and results of operations.

MC may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.

MC may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to MC are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

MC expects to obtain information about various aspects of its customers’ and end users’ operations as well as regarding its employees and third parties. MC also maintains information about various aspects of its customers’ operations as well as regarding its employees. The integrity and protection of MC’s customers, employees and company data is critical to MC’s business. MC’s customers and employees expect that MC will adequately protect their personal information. MC is required by applicable laws to keep strictly confidential the personal information that it collects, and to take adequate security measures to safeguard such information.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1,2021) provides main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the Cyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection. The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. MC does not know what regulations will be adopted or how such regulations will affect MC and its listing on Nasdaq. In the event that the Cyberspace Administration of China determines that MC is subject to these regulations, MC may be required to delist from Nasdaq and MC may be subject to fines and penalties.

Recently, the Cyberspace Administration of China has taken action against several Chinese internet companies in connection with their initial public offerings on U.S. securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.” On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which took effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by

stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits the costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of MC’s products and services and could have an adverse impact on MC’s business.

The PRC Internet Information Office has issued the Measures for Cybersecurity Review (Revised Draft for Comments), pursuant to which it is unclear at the present time how widespread the cybersecurity review requirement and the enforcement action will be and what effect they will have on the hologram technology sector generally and MC in particular. China’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations, and this could lead to MC’s delisting from the U.S. stock market. Further, if the Measures for Cybersecurity Review to be enacted in the future will mandate clearance of cybersecurity review and other specific actions to be completed by companies like MC, MC faces uncertainties as to whether such clearance can be timely obtained, or at all.

After the new PRC Data Security Law was enacted in September, MC became not subject to the cybersecurity review by the CAC for this offering, given that: (i) MC’s products and services are offered not directly to individual users but through MC’s business customers; (ii) MC does not possess a large amount of personal information in MC’s business operations; and (iii) data processed in MC’s business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. However, there remains uncertainty as to how the Draft Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Draft Measures. If any such new laws, regulations, rules, or implementation and interpretation comes into effect, MC will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on MC.

As of the date of this proxy statement, MC has not been informed by any relevant Chinese government authorities that MC is identified as or considered a “critical information infrastructure operator” or “data processing operator.” MC is also not aware of any requirement that MC should file for a cybersecurity review, nor has MC received any inquiry, notice, warning, sanction in such respect or any regulatory objections to this offering. However, in anticipation of the strengthened implementation of cybersecurity laws and regulations, there can be no assurance that MC will not be deemed as a critical information infrastructure operator or data processing operator under the Chinese cybersecurity laws and regulations in the future, or that the draft measures will not be further amended or other laws or regulations will not be promulgated to subject MC to the cybersecurity review or other compliance requirements. In such case, MC may face challenges in addressing such enhanced regulatory requirements.

On August 20, 2021, the Standing Committee of the NPC approved the Personal Information Protection Law (“PIPL”), which became effective on November 1, 2021. The PIPL regulates collection of personal identifiable information and seeks to address the issue of algorithmic discrimination. Companies in violation of the PIPL may be subject to warnings and admonishments, forced corrections, confiscation of corresponding income, suspension of related services, and fines. MC offers its holographic digital twin technology resource library services mainly to corporate clients and has limited interactions with individual end-users, which means MC’s potential access or exposure to customers’ personal identifiable information is limited. However, in the event MC inadvertently accesses or becomes exposed to customers’ personal identifiable information, through its holographic digital twin technology resource library services which access or store customer’ personal identifiable information, then MC may face heightened exposure to the PIPL.

MC cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as MC does, and there is no assurance that MC can fully or timely comply with such laws. In the event that MC is subject to any mandatory cybersecurity review and other specific actions required by the CAC, MC faces uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, MC may be further required to suspend MC’s relevant business, shut down MC’s website, or face other penalties, which could materially and adversely affect its business, financial condition, and results of operations.

Risk Factors Relating to Doing Business in China

Adverse changes in China’s economic, political or social conditions, laws, regulations or government policies could have a material adverse effect on MC’s business, financial condition and results of operations.

Substantially all of MC’s revenues are generally sourced from Mainland China through the operating companies in China. Accordingly, MC’s results of operations, financial condition and prospects are influenced by economic, political and legal developments in China. Economic reforms begun in the late 1970s have resulted in significant

economic growth. However, any economic reform policies or measures in China may from time to time be modified or revised. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past 30 years, growth has been uneven across different regions and among different economic sectors. The Chinese government has implemented measures to encourage economic growth and guide the allocation of the resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on MC. For example, MC’s financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations.

Although the PRC economy has grown significantly in the past decade, that growth may not continue, as evidenced by the slowing of the growth of the PRC economy since 2012. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on a specific industry including the one MC’s operating company is in or the overall economic growth of China. Such developments could adversely affect MC’s business and operating results, lead to reduction in demand for MC’s services and adversely affect MC’s competitive position.

A severe or prolonged downturn in the PRC or global economy and political tensions between the United States and China could materially and adversely affect MC’s business and MC’s financial condition.

The global macroeconomic environment is facing challenges, including the end of quantitative easing by the U.S. Federal Reserve, the economic slowdown in the Eurozone since 2014 and uncertainties over the impact of Brexit. The Chinese economy has shown slower growth compared to the previous decade since 2012 and the trend may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in market volatility.

If MC plans to expand its business internationally and does business cross-border in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for MC’s products and services, impact MC’s competitive position, or prevent MC from being able to conduct business in certain countries. If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could adversely affect MC’s business, financial condition, and results of operations. In particular, there have been heightened tensions in international economic relations between the United States and China. The U.S. government has recently imposed, and has recently proposed to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what the U.S. government characterizes as unfair trade practices. China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement Between the United States of America and the People’s Republic of China as a phase one trade deal, effective on February 14, 2020. Although the direct impact of the current international trade tension, and any escalation of such tension, on the holographic technology industry in China is uncertain, the negative impact on general, economic, political and social conditions may adversely impact MC’s business, financial condition and results of operations.

Furthermore, as part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China’s, on December 18, 2020, the former U.S. President Donald J. Trump signed the Holding Foreign Companies Accountable Act into law, which requires the SEC to propose rules within 90 days after its enactment to prohibit securities of any registrant from being listed on any of the U.S. securities exchanges or traded “over the counter” if the auditor of the registrant’s financial statements is not subject to the PCAOB inspection for three consecutive years after the law becomes effective. The Holding Foreign Companies Accountable Act and any proposed SEC rules may have a material and adverse impact on the stock performance of China-based companies

listed in the United States. In addition, the recent market panics over the global outbreak of COVID-19 materially and negatively affected the global financial markets in March 2020, which may cause potential slowdown of the global economy. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy and the political tensions between the United States and China may materially and adversely affect MC’s business, financial condition, results of operations and prospects.

The recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies, including companies based in China, upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to the PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act. The bill, if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years. As of March 24, 2021, the SEC adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Holding Foreign Companies Accountable Act. On November 5, 2021, the SEC approved the PCAOB Rule 6100, which will establish a framework for the PCAOB’s determinations under the HFCA Act that the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction. On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the Holding Foreign Companies Accountable Act.

The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

MC’s auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this proxy statement, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess MC’s auditor’s compliance with the applicable professional standards. MC’s auditor is headquartered in Manhattan, New York, and has been inspected by the PCAOB on a regular basis with the last inspection in June 2018. Therefore, it is not subject to the Determination announced by the PCAOB on December 16, 2021. Moreover, the PCAOB currently has access to inspect the audit workpapers of MC’s PRC subsidiaries or any PRC-based subsidiary post-business combination. Notwithstanding the foregoing, in the future, if there is any regulatory change or steps taken by the PRC regulators that do not permit Friedman LLP to provide audit documentation located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that MC is subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to MC access to the U.S. capital markets and trading of MC’s securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act. However, in the event the PRC authorities would further strengthen regulations over auditing work of Chinese companies listed on the U.S. stock

exchanges, which would prohibit MC’s current auditor to perform work in China, then MC would need to change its auditor and the audit workpapers prepared by MC’s new auditor may not be inspected by the PCAOB without the approval of the PRC authorities, in which case the PCAOB may not be able to fully evaluate the audit or the auditors’ quality control procedures. Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable Act, MC cannot assure you whether the SEC, Nasdaq or other regulatory authorities would apply additional and more stringent criteria to MC after considering the effectiveness of MC’s auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of MC’s financial statements. The requirement in the HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within three years, may result in the delisting of MC in the future if the PCAOB is unable to inspect MC’s accounting firm at such future time.

Uncertainties in the promulgation, interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and MC.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the promulgation of new rules and explanations and interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Specifically, rules and regulations in China can change quickly with little advance notice.

From time to time, MC may have to resort to administrative and court proceedings to enforce MC’s legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection MC enjoys than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result, MC may not be aware of its violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of MC’s contractual, property (including intellectual property) and procedural rights, could materially and adversely affect MC’s business and impede MC’s ability to continue its operations.

If MC’s direct equity ownership is challenged by the PRC authorities, it may have a significant adverse impact on MC’s operating results and your investment value.

reach the same conclusion as MC does. In the future, if MC’s direct equity ownership of China’s operating subsidiaries is questioned by the PRC authorities, it will have a significant adverse impact on MC’s operating results and the value of your investment. If foreign ownership is disallowed by the PRC government in the future, the ownership of MC’s PRC-based subsidiaries may be rescinded, and your ordinary shares may end up worthless in value.

Under the PRC enterprise income tax law, MC may be classified as a “PRC resident enterprise”, which could result in unfavorable tax consequences to MC and its shareholders and have a material adverse effect on MC’s results of operations and the value of your investment.

Under the PRC enterprise income tax law that became effective on January 1, 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. On April 22, 2009, the State Administration of Taxation, or the SAT, issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Further to SAT Circular 82, on August 3, 2011, the SAT issued the Administrative Measures of Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, which became effective on September 1, 2011, to provide more guidance on the implementation of SAT Circular 82.

According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered a PRC tax resident enterprise by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following conditions are met: (a) the senior management and core management departments in charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (d) not less than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC. SAT Bulletin 45 further clarifies the resident status determination, post-determination administration as well as competent tax authorities.

Although SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise group instead of those controlled by PRC individuals or foreigners, the determination criteria set forth therein may reflect SAT’s general position on how the term “de facto management body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, individuals or foreigners.

MC believes that none of its entities outside of China is a PRC resident enterprise for PRC tax purposes even if the standards for “de facto management body” prescribed in the SAT Circular 82 are applicable to MC. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that the company or any of MC’s subsidiaries outside of China is a PRC resident enterprise for enterprise income tax purposes, MC may be subject to PRC enterprise income on MC’s worldwide income at the rate of 25%, which could materially reduce MC’s net income. In addition, MC will also be subject to PRC enterprise income tax reporting obligations.

Although dividends paid by one PRC tax resident to another PRC tax resident should qualify as “tax-exempt income” under the enterprise income tax law, MC cannot assure you that dividends by MC’s PRC subsidiaries to MC’s Cayman Islands holding company will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax on dividends, and the PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes.

Non-PRC resident holders of MC’s ordinary shares may also be subject to PRC withholding tax on dividends paid by MC and PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is sourced from within the PRC. The tax would be imposed at the rate of 10% in the case of non-PRC resident enterprise holders and 20% in the case of non-PRC resident individual holders. In the case of dividends, MC would be required to withhold the tax at source. Any PRC tax liability may be reduced under applicable tax treaties or similar arrangements. Although MC’s holding company is incorporated in the Cayman Islands, it remains unclear whether dividends received and gains realized by MC’s non-PRC resident holders of MC’s ordinary shares will be regarded as income from sources within the PRC if MC is classified as a PRC resident enterprise. Any such tax will reduce the returns on your investment in MC’s ordinary shares.

MC cannot assure you that the PRC tax authorities will not, at their discretion, adjust any capital gains and impose tax return filing and withholding or tax payment obligations with respect to any internal restructuring, and MC’s PRC subsidiaries may be requested to assist in the filing. Any PRC tax imposed on a transfer of MC’s shares not through a public stock exchange, or any adjustment of such gains would cause MC to incur additional costs and may have a negative impact on the value of your investment in the company.

MC may not be able to obtain certain benefits under relevant tax treaties on dividends paid by its PRC subsidiaries to MC through its Hong Kong subsidiaries.

MC is an exempted company with limited liability, used as holding company, incorporated under the laws of the Cayman Islands and as such relies on dividends and other distributions on equity from MC’s PRC subsidiaries, as paid to MC through MC’s Hong Kong subsidiaries, to satisfy part of MC’s liquidity requirements. Pursuant to the PRC Enterprise Income Tax Law, a withholding tax rate of 10% currently applies to dividends paid by a PRC “resident enterprise” to a foreign enterprise investor, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for preferential tax treatment. Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, and Circular 81 issued by the State Administration of Taxation, such withholding tax rate may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise throughout the 12 months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other requirements. Furthermore, under the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties, which became effective in August 2015, the non-resident enterprises shall determine whether they are qualified for preferential tax treatment under the tax treaties and file relevant reports and materials with the tax authorities. There are also other conditions for benefiting from the reduced withholding tax rate according to other relevant tax rules and regulations. MC cannot assure you that its determination regarding MC’s Hong Kong subsidiaries’ qualification to benefit from the preferential tax treatment will not be challenged by the relevant PRC tax authority or that MC will be able to complete the necessary filings with the relevant PRC tax authority and benefit from the preferential withholding tax rate of 5% under the Double Taxation Avoidance Arrangement with respect to dividends to be paid by MC’s PRC subsidiaries to its Hong Kong subsidiaries.

MC’s PRC subsidiaries may face uncertainties relating to special preferential income tax rate in connection with PRC high and new technology enterprise and tax exempt status.

Two of MC’s subsidiaries, Shanghai Mengyun and Shenzhen Mengyun have received the High and New Technology Enterprise Certification. Shanghai Mengyun obtained the “high-tech enterprise” tax status in October 2017 and further renewed in December 2020, which reduced its statutory income tax rate to 15% from January 2017 to December 2023. Shenzhen Mengyun obtained the “high-tech enterprise” tax status in November 2018, which reduced its statutory income tax rate to 15% from January 2018 to December 2020. Shenzhen Mengyun is currently in the process of renewing the high-tech enterprise tax status. Under PRC laws, Shanghai Mengyun and Shenzhen Mengyun shall satisfy all the conditions stipulated under the Administrative Measures for Recognition of High and New Technology Enterprises and relevant guidance, including relevant financial, research and development thresholds, manufacturing and otherwise requirements during the three-year period. We cannot assure that Shanghai Mengyun and Shenzhen Mengyun may maintain the High and New Technology Enterprise Certification during the next three-year period and such preferential income tax treatment could be revoked if Shanghai Mengyun and Shenzhen Mengyun are deemed unqualified to receive such tax benefits. There is also no guarantee that Shanghai Mengyun and Shenzhen Mengyun will receive a new High and New Technology Enterprise Certification upon expiration of the three-year preferential treatment period. Accordingly, our financial condition and operation may be adversely affected due to such changes.

Besides, certain of MC’s subsidiaries, Horgos Weiyi, Horgos Youshi, Horgos Bowei and Horgos Tianyuemeng were formed and registered in Horgos in Xinjiang Province, China from 2016 to 2020, and Kashgar Youshi was formed and registered in Kashgar in Xinjiang Provence, China in 2016. These companies are not subject to income tax for 5 years and can obtain another two years of tax exempt status and three years at reduced income tax rate of 12.5% after the 5 years due to the local tax policies to attract companies in various industries. However, there is a possibility that the local tax bureaus may change their policy and these subsidiaries may be subject to PRC income tax going forward.

Moreover, the Ministry of Finance (“MOF”) and State Administration of Taxation (“SAT”) on January 17, 2019 jointly issued Cai Shui 2019 No. 13. This clarified that from January 1, 2019 to December 31, 2021, eligible small enterprises whose RMB 1,000,000 of annual taxable income is eligible for a 75% reduction on a rate of 20%

(i.e., effective rate is 5%) and the income between RMB 1,000,000 and RMB 3,000,000 is eligible for 50% reduction on a rate of 20% (i.e. effective rate is 10%). For the year ended December 31, 2020 and 2019, some of MC’s subsidiaries, Shenzhen Tianyuemeng, Yijia Network, and Qianhai Youshi were eligible to employ this policy. To the extent that MC is unable to obtain similar above preferential rates in the future such that MC’s current effective tax rate is not indicative of future results. As a result, the tax laws in the countries in which MC and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect MC and its affiliates.

If New Golden Path is classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to New Golden Path and its non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

New Golden Path believes it is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that New Golden Path is a PRC resident enterprise for enterprise income tax purposes, New Golden Path would be subject to PRC enterprise income tax on New Golden Path’s worldwide income at the rate of 25%. Furthermore, New Golden Path would be required to withhold a 10% tax from dividends New Golden Path pays to its shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if New Golden Path is deemed a PRC resident enterprise, dividends paid to New Golden Path’s non-PRC individual shareholders and any gain realized on the transfer of the ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by New Golden Path). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of New Golden Path would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that New Golden Path is treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ordinary shares.

MC faces uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

MC faces uncertainties regarding the reporting on and consequences of previous private equity financing transactions involving the transfer and exchange of shares in MC by non-resident investors. In February 2015, the SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Bulletin 7, as amended in 2017. Pursuant to this bulletin, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to SAT Bulletin 7, “PRC taxable assets”

include assets attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consist of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. SAT Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

There is uncertainty as to the application of SAT Bulletin 7. MC faces uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in MC’s offshore subsidiaries or investments. MC may be subject to filing obligations or taxed if MC is transferor in such transactions, and may be subject to withholding obligations if MC is transferee in such transactions under SAT Bulletin 7. For transfer of shares in MC by investors that are non-PRC resident enterprises, MC’s PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7. As a result, MC may be required to expend valuable resources to comply with SAT Bulletin 7 or to request the relevant transferors from whom MC purchases taxable assets to comply with these circulars, or to establish that MC should not be taxed under these circulars, which may have a material adverse effect on MC’s financial condition and results of operations.

Certain judgments obtained against MC by its shareholders may not be enforceable.

MC is a Cayman Islands exempted company and substantially all of MC’s current operations are conducted in China. In addition, most of MC’s current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult or impossible for you to bring an action against MC or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against MC’s assets or the assets of MC’s directors and officers.

If the chops of MC’s PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.

In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau. In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of MC’s PRC subsidiaries are generally held securely by personnel designated or approved by MC in accordance with its internal control procedures. To the extent those chops are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so. In addition, if the chops are misused by unauthorized persons, MC could experience disruption to MC’s normal business operations. MC may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from MC’s operations.

Implementation of labor laws and regulations in China may adversely affect MC’s business and results of operations.

Pursuant to the labor contract law that took effect in January 2008, its implementation rules that took effect in September 2008 and its amendment that took effect in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. Due to lack of detailed interpretative rules and uniform implementation practices and broad discretion of the local competent authorities, it is uncertain as to how the labor contract law and its implementation rules will affect MC’s current employment policies and practices. MC’s employment policies and practices may violate the labor contract law or its implementation rules, and MC may thus be subject to related penalties, fines or legal fees. Compliance with the labor contract law and its implementation rules may increase MC’s operating expenses, in particular MC’s personnel expenses. In the event that MC decides to terminate some of its employees or otherwise changes its employment or labor practices, the labor contract law and its implementation rules may also limit MC’s ability to effect those changes in a desirable or cost-effective manner, which could adversely affect MC’s business and results of operations. According to the Social Insurance Law and the Regulations on the Management of Housing Fund, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance and housing funds, and the employers must, together with their employees or separately, pay the social insurance premiums and housing funds for such employees.

As the interpretation and implementation of these laws and regulations are still evolving, MC cannot assure you that MC’s employment practice will at all times be deemed in full compliance with labor-related laws and regulations in China, which may subject MC to labor disputes or government investigations. If MC is deemed to have violated relevant labor laws and regulations, MC could be required to provide additional compensation to MC’s employees and MC’s business, financial condition and results of operations could be materially and adversely affected.

Further, labor disputes, work stoppages or slowdowns at MC’s operations or any of MC’s third-party service providers could significantly disrupt daily operation or MC’s expansion plans and have a material adverse effect on MC’s business.

The M&A Rules and certain other PRC regulations may make it more difficult for MC to pursue growth through acquisitions.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established complex procedures and requirements for acquisition of Chinese companies by foreign investors, including requirements in some instances that the Ministry of Commerce of the PRC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became effective in 2008, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the Ministry of Commerce before they can be completed. In addition, the security review rules issued by the Ministry of Commerce and became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.

In the future, MC may pursue potential strategic acquisitions that are complementary to MC’s business and operations. Complying with the requirements of the above-mentioned regulations and other rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the Ministry of Commerce, may delay or inhibit MC’s ability to complete such transactions, which could affect MC’s ability to expand its business or maintain MC’s market share. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merger or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the Ministry of Commerce. The application and interpretations of M&A Rules are still uncertain, and there is possibility that the PRC regulators may promulgate new rules or explanations requiring that MC obtain approval of the Ministry of Commerce for MC’s completed or ongoing mergers and acquisitions. There is no assurance that MC can obtain such approval from the Ministry of Commerce for MC’s mergers and acquisitions, and if MC fails to obtain those approvals, MC may be required to suspend the acquisition and be subject to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on MC’s business, results of operations and corporate structure.

The approval of the China Securities Regulatory Commission may be required in connection with this business combination and offering under a regulation adopted in August 2006, and, if required, MC cannot assure you that MC will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. Currently, there is no consensus among leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

MC’s PRC counsel, Fawan Law Firm, has advised MC based on their understanding of the current PRC law, rules and regulations that the CSRC’s approval is not required for the listing and trading of MC’s ordinary shares on Nasdaq in the context of the proposed business combination with Golden Path, given that:

• MC is not a special purpose vehicle formed for listing purpose through acquisition of domestic companies that are controlled by MC’s PRC individual shareholders, as MC holds equity interests in its subsidiaries in the PRC; and

• The Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors that became effective in March 2011, and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce (MOFCOM) of the PRC, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.

Furthermore, the M&A Rules purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through the acquisition of PRC domestic interests obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as this offering are subject to the CSRC approval procedures under the M&A Rules. MC is not required to obtain approval from the CSRC under the M&A Rules for listing and trading of its securities after the consummation of the Business Combination, but uncertainties still exist as to how the M&A Rules will be interpreted and implemented and the opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

MC cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as MC does. If it is determined that CSRC approval is required for this business combination and offering, MC may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek CSRC approval for this offering. These sanctions may include fines and penalties on MC’s operations in the PRC, limitations on MC’s operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by MC’s PRC Entities, or other actions that could have a material and adverse effect on MC’s business, financial condition, results of operations, reputation and prospects, as well as the trading price of MC’s ordinary shares. The CSRC or other PRC regulatory agencies may also take actions requiring MC, or making it advisable for it, to halt this offering before the settlement and delivery of the ordinary shares that MC is offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the ordinary shares MC is offering, you would be doing so at the risk that the settlement and delivery may not occur.

PRC regulations relating to offshore investment activities by PRC residents may limit MC’s PRC subsidiaries’ ability to increase their registered capital or distribute profits to MC or otherwise expose MC to liability and penalties under PRC law.

The State Administration of Foreign Exchange (“SAFE”) promulgated the Circular on Relevant Issues Relating to PRC Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC residents or entities, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular 37 is issued to replace the Circular on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments through Overseas Special Purpose Vehicles. If MC’s shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, MC’s PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to MC, and MC may be restricted in its ability to contribute additional capital to MC’s PRC subsidiaries. Moreover, failure to comply with SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

However, MC may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest of MC, nor can MC compel its shareholders to comply with the requirements of SAFE Circular 37. Although MC’s shareholders who are PRC residents or entities have complied with SAFE Circular 37, MC cannot assure you that all of its shareholders who are PRC residents or entities will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 37. Failure by such shareholders to comply with SAFE Circular 37, or failure by MC to amend the foreign exchange registrations of its PRC subsidiaries, could subject MC to fines or legal sanctions, restrict MC’s overseas or cross-border investment activities, limit MC’s PRC subsidiaries’ ability to make distributions or pay dividends to MC or affect MC’s ownership structure, which could adversely affect MC’s business and prospects.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent MC from using the proceeds it receives from offshore financing activities to make loans to or make additional capital contributions to MC’s PRC subsidiaries, which could materially and adversely affect MC’s liquidity and its ability to fund and expand business.

Any transfer of funds by MC to its PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, is subject to approval by or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to MC’s PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE. In addition, (i) any foreign loan procured by MC’s PRC subsidiaries is required to be registered with SAFE or its local branches or filed with SAFE in its information system; and (ii) MC’s PRC subsidiaries may not procure loans which exceed the difference between their total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People’s Bank of China Notice No. 9 (“PBOC Notice No. 9”). Any medium- or long-term loan to be provided by MC to its PRC-based subsidiaries must be registered with the National Development and Reform Commission and SAFE or its local branches. MC may not be able to obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by MC to its PRC subsidiaries. If MC fails to receive such approvals or complete such registration or filing, MC’s ability to use the proceeds it receives from MC’s offshore financing activities and to capitalize MC’s PRC operations may be negatively affected, which could adversely affect MC’s liquidity and ability to fund and expand its business. There is, in effect, no statutory limit on the amount of capital contribution that MC can make to its PRC subsidiaries. This is because there is no statutory limit on the amount of registered capital for MC’s PRC subsidiaries, and MC is allowed to make capital contributions to its PRC subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the PRC subsidiaries complete the relevant filing and registration procedures.

With respect to loans to the its PRC subsidiaries by MC, (i) if the PRC subsidiaries adopt the traditional foreign exchange administration mechanism, or the Current Foreign Debt Mechanism, the outstanding amount of the loans

shall not exceed the difference between the total investment and the registered capital of the PRC subsidiaries; and (ii) if the PRC subsidiaries adopt the foreign exchange administration mechanism as provided in Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing, or the PBOC Notice No. 9, the risk-weighted outstanding amount of the loans, which shall be calculated based on the formula provided in PBOC Notice No. 9, shall not exceed 200% of the net asset of the PRC subsidiaries. According to the PBOC Notice No. 9, after a transition period of one year since the promulgation of PBOC Notice No. 9, the PBOC and SAFE will determine the cross-border financing administration mechanism for the foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9. As of the date hereof, neither the PBOC nor SAFE has promulgated and made public any further rules, regulations, notices or circulars in this regard. It is uncertain which mechanism will be adopted by the PBOC and SAFE in the future and what statutory limits will be imposed on MC when providing loans to MC’s PRC subsidiaries. Currently, MC’s PRC subsidiaries have the flexibility to choose between the Current Foreign Debt Mechanism and the Notice No. 9 Foreign Debt Mechanism. However, if a more stringent foreign debt mechanism becomes mandatory, MC’s ability to provide loans to MC’s PRC subsidiaries or MC’s consolidated affiliated entities may be significantly limited, which may adversely affect MC’s business, financial condition, and results of operations.

The Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope. As a result, MC is required to apply Renminbi funds converted from the net proceeds MC received from its offshore financing activities within the business scopes of MC’s PRC subsidiaries. SAFE Circular 19 and SAFE Circular 16 may significantly limit MC’s ability to use Renminbi converted from the net proceeds from MC’s offshore financing activities to fund the establishment of new entities in China by MC’s PRC subsidiaries, to invest in or acquire any other PRC companies through MC’s PRC subsidiaries, or to establish new consolidated subsidiary in China, which may adversely affect MC’s business, financial condition, and results of operations.

MC’s PRC subsidiaries are subject to restrictions on paying dividends or making other payments to MC, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of MC’s ordinary shares.

MC is a holding company incorporated in the Cayman Islands. MC relies on dividends from its PRC subsidiaries, such as the funds necessary to pay dividends and other cash distributions to MC’s shareholders, including holders of MC’s ordinary shares, and service any debt MC may incur. Current PRC regulations permit MC’s PRC subsidiaries to pay dividends to MC only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with Chinese accounting standards and regulations. In addition, MC’s PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. Furthermore, if MC’s PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to MC, which may restrict MC’s ability to satisfy MC’s liquidity requirements.

In addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

Fluctuations in exchange rates could have a material adverse effect on MC’s results of operations and the value of your investment.

The value of the Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and China’s foreign exchange policies, among other things. In 2005, the PRC government changed its decades-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and the U.S. dollar remained within a narrow band. Since June 2010,

Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and MC cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

Governmental control of currency conversion may limit MC’s ability to utilize revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. MC receives substantially all of MC’s revenues in Renminbi. Under MC’s current corporate structure, MC’s Cayman Islands holding company may rely on dividend payments from MC’s PRC subsidiaries to fund any cash and financing requirements MC may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of MC’s PRC subsidiaries in China may be used to pay dividends to MC. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, MC needs to obtain SAFE approval to use cash generated from the operations of MC’s PRC subsidiaries and consolidated affiliated entities to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

In light of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped-up scrutiny of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account. If any of MC’s shareholders regulated by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents MC from obtaining sufficient foreign currencies to satisfy MC’s foreign currency demands, MC may not be able to pay dividends in foreign currencies to its shareholders.

Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or MC to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime, MC’s directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by MC, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. MC’s executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options are subject to these regulations. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also limit MC’s ability to contribute additional capital into MC’s PRC subsidiaries and limit MC’s PRC subsidiaries’ ability to distribute dividends to MC. MC also faces regulatory uncertainties that could restrict MC’s ability to adopt additional incentive plans for MC’s directors, executive officers, and employees under PRC law.

The SAT has issued certain circulars concerning employee share options and restricted shares. Under these circulars, MC’s employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. MC’s PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If MC’s employees fail to pay or MC fails to withhold their income taxes according to relevant laws and regulations, MC may face sanctions imposed by the tax authorities or other PRC governmental authorities.

MC’s leased property interests may be defective and its right to lease the properties affected by such defects may be challenged, which could adversely affect MC’s business.

According to the PRC Land Administration Law, land in urban districts is owned by the state. The owner of a property built on state-owned land must possess the proper land and property title certificate to demonstrate that it is the owner of the premises and that it has the right to enter into lease contracts with the tenants or to authorize a third party to sublease the premises. Some of the landlords of MC’s leased locations have failed to provide the title certificates to MC. MC’s right to lease the premises may be interrupted or adversely affected if MC’s landlords are not the property owners and the actual property owners should appear.

In addition, the title certificate usually records the approved use of the state-owned land by the government and the property owner is obligated to follow the approved use requirement when making use of the property. In the case of failure to utilize the property in accordance with the approved use, the land administration authorities may order the tenant to cease utilizing the premises or even invalidate the contract between the landlord and the tenant. If MC’s use of the leased premises is not in full compliance with the approved use of the land, MC may be unable to continue to use the property, which may cause disruption to MC’s business.

The PRC government exerts substantial influence over the manner in which MC and its PRC subsidiaries must conduct its business activities. MC is currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if MC or its PRC subsidiaries were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, MC will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. MC’s ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central data security, anti-monopoly policies or local PRC governments may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on MC’s part to ensure its compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC or particular regions thereof, and could require MC to divest itself of any interest it then holds in Chinese properties.

The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and MC cannot rule out the possibility that it will in the future release regulations or policies regarding MC’s industry that could require it to seek permission from PRC authorities to continue to operate its business, which may adversely affect MC’s business, financial condition and results of operations. Furthermore, recent statements made by the PRC government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in China that are to be conducted in foreign markets, as well as foreign investment in China-based companies like MC. Any such action, once taken by the PRC government, could significantly limit or completely hinder MC’s ability to offer or continue to offer ordinary shares to the investors, and could cause the value of MC’s shares to significantly decline or become worthless.

For example, the Chinese cybersecurity regulator announced on July 2, 2021 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

Additionally, on July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities, or the Opinions, which emphasized the need to strengthen administration over illegal securities activities

and supervision of overseas listings by China-based companies. The Opinions proposed promoting regulatory systems to deal with risks facing China-based overseas-listed companies, and provided that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities. However, the Opinions did not provide detailed rules and regulations. As a result, uncertainties remain regarding the interpretation and implementation of the Opinions.

As such, MC and its PRC subsidiaries’ business segments may be subject to various government and regulatory interference in the provinces in which they operate. MC and its PRC subsidiaries could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. MC and its PRC subsidiaries may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether MC will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although MC is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, MC’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

Given the PRC government’s significant oversight and discretion over the conduct of MC’s business, the PRC government may intervene or influence MC’s operations at any time, which could result in a material change in MC’s operations and/or the value of MC’s ordinary shares. Also, given recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based issuers, that any such action could significantly limit or completely hinder MC’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Risk Factors Relating to Golden Path’s Business

You must tender your Golden Path ordinary shares in order to validly seek redemption at the Extraordinary General Meeting.

Golden Path may require its public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to Golden Path’s transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve a business combination in the event Golden Path distributes proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, rather than simply voting against a business combination. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against Golden Path, the proceeds held in trust could be reduced and the per-share liquidation price received by Golden Path’s shareholders may be less than $10.10.

Golden Path’s placing of funds in the trust account may not protect those funds from third-party claims. Although Golden Path will seek to have all vendors, service providers, prospective target businesses or other entities with which Golden Path does business execute agreements with Golden Path waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Golden Path’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Golden Path’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Golden Path’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Golden Path than any alternative.

Examples of possible instances where Golden Path may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Golden Path and will not seek recourse against the trust account for any reason. Upon redemption of Golden Path’s public shares, if Golden Path is unable to complete Golden Path’s business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with Golden Path’s business combination, Golden Path will be required to provide for payment of claims of creditors that were not waived that may be brought against Golden Path within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.10 per share initially held in the trust account, due to claims of such creditors.

Golden Path’s Sponsor has agreed that it will be liable to Golden Path if and to the extent any claims by a vendor for services rendered or products sold to Golden Path, or a prospective target business with which Golden Path has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.10 per public 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, in each case net of the interest which may be withdrawn to pay taxes, 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 Golden Path’s indemnity of the underwriters of Golden Path’s IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Golden Path’s Sponsor will not be responsible to the extent of any liability for such third party claims. Golden Path has not independently verified whether Golden Path’s Sponsor has sufficient funds to satisfy their indemnity obligations and believes that Golden Path’s Sponsor’s only assets are securities of Golden Path. Golden Path’s Sponsor may not have sufficient funds available to satisfy those obligations. Golden Path has not asked its Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Business Combination and redemptions could be reduced to less than $[•] per public share. In such event, Golden Path may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of Golden Path’s officers or directors will indemnify Golden Path for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Any distributions received by Golden Path’s shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Golden Path was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities.

If Golden Path is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Golden Path was unable to pay debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Golden Path’s shareholders. Furthermore, Golden Path’s directors may be viewed as having breached their fiduciary duties to Golden Path or its creditors and/or may have acted in bad faith, and thereby exposing themselves and Golden Path to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Golden Path cannot assure you that claims will not be brought against Golden Path for these reasons. Golden Path and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of Golden Path’s share premium account while Golden Path was unable to pay debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable on summary conviction to a fine of approximately $18,292.68 and to imprisonment for five years in the Cayman Islands.

If Golden Path’s due diligence investigation of MC was inadequate, then Golden Path shareholders following the Business Combination could lose some or all of their investment.

Even though Golden Path conducted a due diligence investigation of MC, it cannot be sure that this due diligence uncovered all material issues that may be present inside MC or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of MC and its business and outside of its control will not later arise. If Golden Path’s due diligence investigation of MC was inadequate, then Golden Path shareholders following the Business Combination could lose some or all of their investment.

Golden Path’s officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to Golden Path’s affairs. This conflict of interest could have a negative impact on Golden Path’s ability to complete a business combination.

Golden Path’s officers and directors are not required to, and will not, commit their full time to Golden Path’s affairs, which may result in a conflict of interest in allocating their time between Golden Path’s operations and its search for a business combination and their other businesses. Golden Path does not have any full-time employees prior to the completion of the Business Combination. Each of Golden Path’s officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation and Golden Path’s officers are not obligated to contribute any specific number of hours per week to Golden Path’s affairs. Golden Path’s independent directors also serve as officers and board members for other entities. If Golden Path’s officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Golden Path’s affairs which may have a negative impact on Golden Path’s ability to complete a business combination.

All of Golden Path’s officers and directors own Golden Path ordinary shares, Golden Path warrants and Golden Path rights and will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

On January 6, 2021, Golden Path’s Sponsor purchased an aggregate of 1,150,000 founder shares of Golden Path for an aggregate purchase price of $25,000, or approximately $0.02 per share. Prior to the investment in Golden Path of $25,000 by its Sponsor, Golden Path had no assets, tangible or intangible. On March 26, 2021, we issued an additional 287,500 in connection with a recapitalization of the Company. These founder shares will be worthless if Golden Path does not complete a business combination within a specified time limit. In addition, Golden Path’s Sponsor has purchased an aggregate of 270,500 private placement units, for a purchase price of $2,705,000 in the aggregate that will also be worthless if Golden Path does not complete a business combination within a specified time limit.

Each private placement 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 a business combination, and one private placement warrant. Each private placement warrant may be exercised for one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment as provided herein.

The founder shares are identical to Golden Path’s ordinary shares except that (i) the founder shares are subject to certain transfer restrictions and (ii) Golden Path’s Sponsor, officers and directors have entered into a letter agreement with Golden Path, pursuant to which they have agreed (A) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of Golden Path’s business combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment to Golden Path’s memorandum and articles of association (x) to modify the substance or timing of Golden Path’s obligation to provide for the redemption of its public shares in connection with a business combination or to redeem 100% of Golden Path’s public shares if it has not consummated a business combination within the timeframe set forth therein or (y) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (C) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if Golden Path fails to complete a business combination within 12 months from the closing of Golden Path’s IPO (or up to 21 months from the closing of Golden Path’s IPO if Golden Path extends the period of time to consummate a business combination, as described in more detail in this statement) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares if they hold that Golden Path failed to complete a business combination within the prescribed time frame).

The personal and financial interests of Golden Path’s officers and directors may influence their motivation in identifying and selecting a target business combination, completing a business combination and influencing the operation of the business following the Business Combination.

Golden Path is requiring shareholders who wish to redeem their Golden Path ordinary shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Golden Path is requiring public shareholders who wish to redeem their Golden Path ordinary shares to either tender their certificates to Golden Path’s transfer agent or deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC System prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve a business combination in the event Golden Path distributes proxy materials. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Golden Path’s transfer agent will need to act to facilitate this request. It is Golden Path’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Golden Path does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Golden Path has been advised that it takes a short time to deliver shares through the DWAC System, Golden Path cannot assure you of this fact. Accordingly, if it takes longer than Golden Path anticipates for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Golden Path ordinary shares.

Golden Path will require its public shareholders who wish to redeem their Golden Path ordinary shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Golden Path requires public shareholders who wish to redeem their Golden Path ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and elsewhere in this proxy statement and the Business Combination is not consummated, Golden Path will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their Golden Path ordinary shares in such a circumstance will be unable to sell their securities after the failed acquisition until Golden Path has returned their securities to them. The market price for Golden Path’s ordinary shares may decline during this time and public shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

The initial shareholders of Golden Path, including the officers and directors, control a substantial interest in Golden Path and thus may influence certain actions requiring a shareholder vote.

Golden Path’s initial shareholders, including the officers and directors, collectively own approximately 22.90% of its issued and outstanding Golden Path ordinary shares. However, if a significant number of Golden Path shareholders vote, or indicate an intention to vote, against the Business Combination, Golden Path’s initial shareholders or the affiliates, could make such purchases in the open market or in private transactions in order to influence the vote. Golden Path’s initial shareholders or the affiliates have agreed to vote any shares they own in favor of the Business Combination.

If the current Golden Path’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of New Golden Path’s securities.

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in Golden Path’s IPO, Golden Path’s Sponsor and its permitted transferees can demand that Golden Path registers their founder shares. In addition, holders of Golden Path’s private placement units and their permitted transferees can demand that Golden Path registers the private placement units and their underlying securities, and holders of units that may be issued upon conversion of working capital loans, may demand that Golden Path registers such units and their underlying securities. Golden Path will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Golden Path’s ordinary shares. In addition, the existence of the registration rights may make Golden Path’s business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of Golden Path’s ordinary shares that is expected when the ordinary shares owned by Golden Path’s Sponsor, holders of Golden Path’s private placement units or holders of Golden Path’s working capital loans or their respective permitted transferees are registered.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of Golden Path’s securities may decline after the consummation of the Business Combination.

The market price of Golden Path’s securities may decline as a result of the Business Combination if:

• Golden Path does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

• The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

Golden Path’s directors and officers may have certain conflicts in determining to recommend the acquisition of MC, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

Golden Path’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the Golden Path’s securities owned by Golden Path’s management and directors, or their affiliates and associates, would become worthless if the Business Combination is not approved and Golden Path otherwise fails to consummate a business combination prior to its liquidation.

Our Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if an initial business combination is not completed.

At the closing, our 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 Golden Path’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Golden Path’s behalf. The personal and financial interests of our Sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business and completing the Business Combination. As of June 16, 2022, these expenses eligible for reimbursement approximate $0.

The following table illustrates the out-of-pocket expenses incurred of Sponsor, officers and directors, or any of their respective affiliates, on behalf of the Company on June 16, 2022.

	Payment Due As of June 16, 2022
Due diligence fee	$	0
Filing fees	$	0
Legal and professional fees	$	0
Total	$	0

The personal and financial interests of our Sponsor, executive officers and directors on obtaining reimbursement of expenses may therefore influence their motivation in identifying and selecting a target business and completing the Business Combination. See also “The Business Combination Proposal — Potential Conflicts of Interest” for further discussion of the possible conflicts between you and our Sponsor, officers and directors as a result of the Business Combination Proposal.

Golden Path will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement.

Golden Path will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Golden Path may not have sufficient funds to seek an alternative business combination and may be forced to voluntarily liquidate and subsequently dissolve.

New Golden Path’s goodwill is subject to impairment review and any goodwill impairment may negatively affect New Golden Path’s reported results of operation.

Under United States generally accepted accounting principles (GAAP) requires New Golden Path to test for goodwill impairment at least annually. In addition, New Golden Path will review goodwill and amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of New Golden Path’s goodwill or amortizable intangible assets may not be recoverable include declines in stock price, market capitalization or cash flows, and slower growth rates in New Golden Path; industry. Depending on the results of New Golden Path’s review, New Golden Path could be required to record a significant charge to earnings in its financial statements during the period in which any impairment of New Golden Path’s goodwill or amortizable intangible assets were determined, negatively impacting New Golden Path’s results of operations.

Golden Path may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States, or CFIUS, or ultimately prohibited.

Golden Path’s Chairman Mr. Shaosen Cheng, a U.S. citizen, is the sole director and holds all the voting securities of Greenland Asset Management Corporation, or Golden Path’s sponsor. Mr. Cheng is considered the sole beneficiary owner of Golden Path’s sponsor under the U.S. securities law. However, six other individuals, including Golden Path’s CFO, three independent directors and several investors are Chinese citizens and have a pecuniary interest in Golden Path’s ordinary shares through their ownership of shares of Golden Path’s sponsor. Greenland Asset Management Corporation owns approximately 22.9% of the outstanding shares of Golden Path prior to the business combination. Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because Golden Path may be considered a “foreign person” under such rules and regulations, any proposed business combination between Golden Path and a U.S. business engaged in a regulated industry or which may affect national security, Golden Path could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If Golden Path’s initial business combination with MC falls within the scope of foreign ownership restrictions, Golden Path may be unable to consummate a business combination with such business. In addition, if Golden Path’s business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay Golden Path’s initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if Golden Path had proceeded without first obtaining CFIUS clearance.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because Golden Path has only a limited time to complete its initial business combination (12 months, or up to 21 months, if Golden Path extends the time to complete a business combination as described in its IPO Prospectus), Golden Path’s failure to obtain any required approvals within the requisite time period may require Golden Path to liquidate. If Golden Path liquidates, Golden Path’s public shareholders may only receive the cash held in the trust account, and Golden Path’s warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Risk Factors Relating to the Business Combination

Golden Path’s search for a business combination, and any target business with which Golden Path ultimately consummates a business combination, may be materially adversely affected by the recent coronavirus (“COVID-19”) outbreak.

In December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary

Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak has resulted in a widespread health crisis that has adversely affected economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which Golden Path consummates a business combination could be, or may already have been, materially and adversely affected. Furthermore, Golden Path may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts Golden Path’s search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, Golden Path’s ability to consummate a business combination, or the operations of a target business with which Golden Path ultimately consummates a business combination, may be materially adversely affected.

In addition, Golden Path’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to Golden Path or at all.

There are risks to our shareholders who are not affiliates of the Sponsor of becoming shareholders of the Post-Business Combination company through the Business Combination rather than acquiring securities of MC directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of the ordinary shares as the Merger consideration in connection therewith, investors will not receive the benefit of any outside independent review of MC’s finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, our shareholders must rely on the information in this Proxy Statement and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

In addition, the Sponsor and Golden Path’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of our shareholders generally. Such interests may have influenced Golden Path’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this Proxy Statement. See “The Business Combination Proposal — Potential Conflicts of Interest” for further discussion of the possible conflicts between you and our Sponsor, officers and directors as a result of the Business Combination Proposal.

Golden Path and MC have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by New Golden Path if the Business Combination is completed or by Golden Path if the Business Combination is not completed.

Golden Path and MC expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Golden Path expects to incur approximately $500,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by New Golden Path if the Business Combination is completed or by Golden Path if the Business Combination is not completed.

Deferred underwriting fees in connection with our IPO and payable at the consummation of our initial business combination will not be adjusted to account for redemptions by our Public Shareholders.

The underwriters in our IPO are entitled to deferred underwriting commissions totaling $1,437,500 upon the consummation of our initial business combination, such amounts being held in our Trust Account until the consummation of our initial business combination. Such amounts will not be adjusted to account for redemptions of Public Shares by our Public Shareholders.

If MC or New Golden Path fails to implement and maintain an effective system of internal controls, New Golden Path may be unable to accurately report MC’s results of operations, meet New Golden Path’s reporting obligations or prevent fraud, and investor confidence and the market price of New Golden Path’s ordinary shares may be materially and adversely affected.

In the course of auditing MC’s consolidated financial statements for the years ended December 31, 2020 and 2021, MC and its independent registered public accounting firm have identified certain material weaknesses in MC’s internal control over financial reporting in accordance with the standards established by the Public Company Accounting Oversight Board of the United States (“PCAOB”). As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The first material weakness is that MC did not maintain an effective control environment. Specifically, MC lacked sufficient resources regarding financial reporting and accounting personnel with an understanding of U.S. GAAP, in particular, to address complex U.S. GAAP technical accounting issues, related disclosures in accordance with U.S. GAAP, and financial reporting requirements set forth by the SEC. To address this material weakness, MC had engaged external consultants to assist with financial reporting and related disclosure under U.S. GAAP standard and plans to initiate a remediation plan to address the first material weakness. MC’s remedial efforts primarily focused on: (i) hiring personnel expertized in technical accounting and financial reporting; (ii) improving its accounting and financial reporting procedures; and (iii) adopting various reporting systems to ensure the completeness, timeliness and accuracy of MC’s financial reporting. MC is currently in the process of developing internal documents and procedures regarding GAAP financial reporting requirements and is expected to implement the plan during the next 12 to 18 months. MC has not incurred material costs related to the remedial measures undertaken to address the first material weakness, given that such measures had been primarily carried out by its internal staff. MC does expect to incur more costs as it plans to hire personnel with US GAAP experience. In addition, Golden Path concluded that its disclosure controls and procedures were not effective as of December 31, 2021, and as a remedial measure had revised its balance sheet as of June 24, 2021 to reclassify public warrants as equity.

The second material weakness is that MC 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. To respond to this material weakness, MC had initiated a remediation plan in 2021. MC’s remedial efforts primarily focused on: (i) identifying and evaluating risks that MC faces; (ii) adopting control activities to be taken to mitigate risks with written policies and procedures; (iii) ensuring efficient internal and external communication environment and all parts of MC are adhering to standard practices; and (iv) monitoring regularly to verify that internal controls are functioning property. MC is currently in the process of assembling a team to develop an implementation plan that determines detailed scope and timeframe, resource allocation and staff responsibilities. MC has not incurred material costs related to the remedial measures undertaken to address the second material weakness, given that such measures had been primarily carried out by its internal staff. However, MC may incur additional operating cost as it further proceeds with the remedial measures. In addition, subsequent to the consummation of Business Combination, New Golden Path will devote significant effort and resources to the remediation and improvement of its risk assessment process and internal control framework. Moreover, upon the closing of the Business Combination, New Golden Path will re-constitute the membership of the audit committee. The existing charters previously adopted by Golden Path following its IPO will continue to be in effect. The audit committee will consist of three independent directors and be headed by audit committee chair, Ms. Mi Zhou. Ms. Mi Zhou has extensive experience and expertise in finance, investment and capital markets and Golden Path has determined that he qualifies as an “audit committee financial expert.”

In addition, MC has identified seven material weaknesses in information technology general control (“ITGC”) in the areas of: (1) risk and vulnerability assessment; (2) third-party (service organization) vendor management; (3) program change and security patch management; (4) data backup and recovery management; (5) user access management; (6) segregation of duty (“sod”) management and monitoring; and (7) password management. MC plans to initiate a remediation plan which primarily focuses on: (i) developing enhanced risk assessment procedures and controls related to changes in IT systems including system security and segregation of duties; (ii) developing a training program for internal control staff to address ITGC principals and requirements, with a focus on issues related to change-management over IT systems that would impact financial reporting; (iii) developing and maintaining documentation in regards to ITGC. MC is currently evaluating the control environment and identifying risks pertaining to computer operations, access to programs

and data, program development and program changes. No material costs haven incurred but MC expects to engage professional ITGC specialist to assist in building the control system, which would incur additional costs. Despite the foregoing, remedial measures may not be effective, which as a result may materially and adversely affect MC’s business.

After the consummation of the Business Combination MC will become a part of Golden Path (which we refer to as New Golden Path), a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that New Golden Path include a report of management on its internal control over financial reporting and that its independent registered public accounting firm attest to and report on the effectiveness of New Golden Path’s internal control over financial reporting in New Golden Path’s annual report on Form 20-F or Form 10-K beginning with New Golden Path’s annual report for the fiscal year ending December 31, 2022. New Golden Path’s management may conclude that its internal control over financial reporting is not effective. Moreover, even if New Golden Path’s management concludes that its internal control over financial reporting is effective, New Golden Path’s independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with New Golden Path’s internal controls or the level at which such internal controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from New Golden Path. In addition, once MC becomes part of Golden Path after the Business Combination, New Golden Path’s reporting obligations may place a significant strain on management, operational and financial resources and systems for the foreseeable future. New Golden Path may be unable to timely complete its evaluation testing and any required remediation. While MC and, after consummation of the Business Combination, New Golden Path will continue the process to implement the remedial measures, there is no assurance that such measures will fully remedy any identified deficiency, or that additional material weaknesses in New Golden Path’s controls and procedures will not be identified in the future.

During the course of documenting and testing New Golden Path’s internal control procedures, in order to satisfy the requirements of Section 404, New Golden Path may identify other weaknesses and deficiencies in its internal control over financial reporting. In addition, if New Golden Path fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, New Golden Path may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. If New Golden Path fails to achieve and maintain an effective internal control environment, it could suffer material misstatements in New Golden Path’s financial statements and fail to meet reporting obligations, which would likely cause investors to lose confidence in New Golden Path’s reported financial information. This could in turn limit New Golden Path’s access to capital markets, harm New Golden Path’s results of operations, and lead to a decline in the trading price of New Golden Path’s ordinary shares.

Additionally, ineffective internal control over financial reporting could expose New Golden Path to increased risk of fraud or misuse of corporate assets and subject New Golden Path to potential delisting from the stock exchange on which New Golden Path lists, regulatory investigations and civil or criminal sanctions. New Golden Path may also be required to restate New Golden Path’s financial statements from prior periods.

Specifically, on April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the warrants of Golden Path Acquisition Corporation (the “Company”). As a result of the SEC Statement, on January 18, 2022, the Company reevaluated the accounting treatment of the 5,750,000 warrants that were issued to the Company’s public shareholders in the Company’s Initial Public Offering (the “Public Warrants”). The Company previously accounted for the Public Warrants as components of liabilities. The Company should have classified the Public Warrants as components of equity in its previously issued financial statements.

In addition, in 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. On January 18, 2022, the Company determined

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 resulted, on January 20, 2022, Golden Path filed Form 8K to disclose non-reliance on previously issued financial statements. On the same day, Golden Path filed Form 8K/A to restate its financial statement as of June 24, 2021 and Form 10Q/A to restate its quarterly report ended June 30, 2021. See “Management’s Discussion and Analysis of Financial Condition And Results of Operations of Golden Path — Controls and Procedures.”

To remediate these material weaknesses, Golden Path developed a remediation plan with assistance from its accounting advisors and have dedicated significant resources and efforts to the remediation and improvement of the internal control over financial reporting. After the consummation of the Business Combination, Golden Path will undertake to provide internal training to its accounting team on U.S. GAAP knowledge and also require staff members to participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular accounting/SEC reporting updates. While Golden Path has processes to identify and appropriately apply applicable accounting requirements, Golden Path plans to enhance its system of evaluating and implementing the complex accounting standards that apply to its financial statements. Golden Path’s plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom Golden Path consult regarding complex accounting applications. The elements of its remediation plan can only be accomplished over time, and Golden Path’s can offer no assurance that these initiatives will ultimately have the intended effects.

In the event that a significant number of Golden Path shares are redeemed, New Golden Path ordinary shares may become less liquid following the Business Combination.

At the time Golden Path enters into an agreement for the Business Combination, Golden Path will not know how many shareholders may exercise their redemption rights, and therefore Golden Path will need to structure the transaction based on its expectations as to the number of shares that will be submitted for redemption. If Golden Path’s business combination agreement requires Golden Path to use a portion of the cash in the trust account to pay the purchase price, or requires Golden Path to have a minimum amount of cash at closing, Golden Path will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than Golden Path initially expected, Golden Path may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit Golden Path’s ability to complete the most desirable business combination available to Golden Path or optimize its capital structure.