Golden Path Acquisition Corporation, a publicly traded special purpose acquisition company, and MC Hologram Inc. (“MC”), a Cayman Islands exempted company operating in China, announced that they have entered into a definitive merger agreement. A newly created merger subsidiary of Golden Path will be merged with and into MC with MC being the surviving entity and becoming a wholly owned subsidiary of Golden Path. Upon closing of the transaction, Golden Path will change its name to MicroCloud Hologram Inc.
The merger is structured as a stock for stock transaction and is intended to qualify as a tax-free reorganization. The terms of the merger provide for a valuation of MC and its subsidiaries and businesses of $450,000,000. Based upon a per share value of $10.10 per share, the MC stockholders will receive approximately 44,554,455 ordinary shares of Golden Path which will represent approximately 84.07% of the combined outstanding shares following the closing, assuming no redemptions by the Golden Path stockholders and assuming conversion of the Golden Path outstanding rights into 602,050 ordinary shares.
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Pursuant to the terms of the proposed merger, the post-closing Board of Directors will consist of 5 members, four of whom will be nominated by MC. In order to continue to satisfy Nasdaq Stock Market listing standards, at least 3 of the members will be independent in accordance with Nasdaq listing rules.
MC focuses on the R&D and application of holographic technology. MC is committed to providing leading holographic technology services to its customers. 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 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.
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Under the leadership of a multidisciplinary team composed of experienced engineers in the field of space sensing and software algorithm, the company has accumulated a large number of exclusive innovative technologies such as holographic software and content development, holographic hardware R&D and design, holographic chip design and development. MC’s holographic technology can comprehensively solve the various and complex holographic digital technology problems for its customers.
The boards of directors for both Golden Path and MC have approved the proposed merger, which is expected to be completed by the end of first quarter of 2022, subject to, among other things, the approval by Golden Path’s shareholders of the merger, the proposed change of name, an increase in the authorized share capital of Golden Path, the receipt by Golden Path of audited and unaudited financial statements of MC in compliance with PCAOB standards on or before November 30, 2021, and satisfaction of the other conditions stated in the definitive agreement and other customary closing conditions, including among other things that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the registration/proxy statement and Nasdaq approves the listing application of the post-closing company.
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