Reverse Recapitalization

12 Months Ended

Dec. 31, 2023

Reverse Recapitalization

Reverse Recapitalization

Note 3 — Reverse Recapitalization

On February 2, 2024, the Company’s reverse stock split plan became effective. Pursuant to the plan, every ten (10) shares of the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001 (see Note 18 - Subsequent Event). The following information in Note 3 was adjusted for the reverse stock split as required by ASC 260.

On September 16, 2022, MC merged with Golden Path Merger Sub and survived the merger and continued as the surviving company and a wholly owned subsidiary of Golden Path and continued its business operations. Immediately prior to the closing of the Merger, holders of 218,247 shares of Golden Path ordinary shares exercised their right to redeem such shares. The remaining 356,753 public shares converted to MC common stock with the consummation of the Merger.

Upon the Closing, 57,500 common ordinary shares were issued to public investors upon exchange of the Public Rights under the Public Units in Golden Path’s IPO. These shares issued were freely tradable.

Upon the Closing, 2,705 common ordinary shares were issued to sponsor upon exchange of rights under Private Units in Golden Path’s IPO. These shares issued were subjected to locking restriction.

In connection with the Merger, 38,000 shares of Golden Path were issued to Peace Asset upon the Closing, pursuant to an agreement between the Golden Path and Peace Asset Management Ltd. (“Peace Asset”) dated August 3, 2021, as Peace Asset was engaged as the finder to introduce MC to Golden Path in connection with the merge.

As of December 31, 2022 and after giving effect to all exchange, there were 5,081,204 shares of Common Stock outstanding, comprised of the 414,253 shares issued to public investors, 173,505 common stock hold by founder/sponsor, 38,000 common stocks issued to Peace Asset, and 4,455,446 common stocks issued to MC shareholders.

The number of shares of Common Stock issued immediately following the consummation of the Merger was:

	Shares
Ordinary shares of Golden Path, outstanding prior to Merger		575,000
Less redemption of Golden Path shares		(218,247	)
Public shares following redemptions		356,753
Shares issued upon closing to public shareholders (from rights)		57,500
Founder (Sponsor) Shares		170,800
Shares issued upon closing to Sponsor (from rights)		2,705
Shares issued upon closing to Finder (engaged Peace Asset)		38,000
MC shares		4,455,446
Total shares of common stock immediately after Merger		5,081,204

The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Golden Path was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of MC are represented as a continuation of the financial statements of Golden Path, with the Merger being treated as the equivalent of MC issuing stock for the net assets of Golden Path, accompanied by a recapitalization. The net assets of Golden Path are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of MC in future reports.

MC has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances as of the Closing: (i) MC’s stockholders have a majority of the voting power of the combined company, (ii) MC comprises a majority of the governing body of the combined company, and MC’s senior management comprises all of the senior management of the combined company, and (iii) MC comprises all of the ongoing operations of the combined entity. Following the approval of the Business Combination, on September 16, 2022, we received net cash proceeds of $33.2 million from the closing of the Business Combination, net of certain transaction costs.