NEW YORK, Sept. 10, 2021 /PRNewswire/ -- Golden
Path Acquisition Corporation (Nasdaq: GPCO) ("Golden Path"), a
publicly traded special purpose acquisition company, and
MC Hologram Inc. ("MC"), a Cayman Islands exempted company operating in
China, announced today 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.
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.
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.
ADVISORS
The law firm of Becker & Poliakoff LLP is acting as legal
counsel to Golden Path. The law firm of DLA Piper is acting as
legal counsel to MC.
ABOUT MC
MC is an enterprise focusing on the R&D and application
of holographic technology, which has been committed to
providing the leading
holographic technology services to customers. The company provides
high-precision holographic LiDAR solutions based on holographic
technology, and exclusive technical solution of holographic
image, exclusive design of holographic LiDAR point cloud algorithms
architecture design, holographic LiDAR sensor chip design and
holographic vehicle intelligent vision technology to provide
customers with reliable holographic ADAS services. The company also provides holographic
digital twin technology services for industry customers, and has
built the world's leading digital holographic digital twin service
resource library. MC's holographic digital twin technology resource
library has independent innovative holographic digital twin
software, digital content, spatial data-driven data science,
holographic digital cloud algorithm, and holographic 3D capture
technology. MC believes that the digitization and data
transformation of the world will continue to
release huge operational efficiency and industrial value.
MC's vision is to break the visual boundaries with holography,
and to create the future with technology.
ABOUT GOLDEN PATH
Golden Path is a blank check company incorporated in the
Cayman Islands and 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 merger with one
or more businesses or entities. Golden Path completed its
initial public offering on June 24,
2021 with an offering of 5,750,000 units, at $10.00 per unit, generating gross proceeds of
$57,500,000. Each unit consisted of
one ordinary share, par value $0.001,
one redeemable warrant to purchase half of one ordinary share, and
one right to receive one-tenth (1/10) of an ordinary share upon
consummation of a business combination. The Units, Ordinary Shares,
Rights and Warrants of Golden Path are currently listed on the
Nasdaq Capital Market under the symbols "GPCOU," "GPCO," "GPCOR"
and "GPCOW," respectively. An aggregate amount of $58,075,002 ($10.10 per Public Unit) is held in a trust
account (the "Trust Account") with Wilmington Trust, National
Association acting as trustee.
CAUTIONARY NOTE FORWARD-LOOKING STATEMENTS
This press release contains, and certain oral statements made by
representatives of Golden Path, MC, and their respective
affiliates, from time to time may contain, "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Golden Path'
and MC's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "might" and
"continues," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Golden Path' and MC's expectations
with respect to future performance and anticipated financial
impacts of the merger, the satisfaction of the closing conditions
to the merger and the timing of the completion of the merger. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the
control of Golden Path or MC and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement relating to the proposed merger; (2) the outcome of any
legal proceedings that may be instituted against Golden
Path or MC following the announcement of the Merger
Agreement and the transactions contemplated therein; (3) the
inability to complete the merger, including due to failure to
obtain approval of the shareholders of Golden Path or other
conditions to closing in the Merger Agreement; (4) delays in
obtaining or the inability to obtain necessary consents required to
complete the transactions contemplated by the Merger Agreement; (5)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement or could
otherwise cause the transaction to fail to close; (6) the inability
to obtain or maintain the listing of the post-acquisition company's
ordinary shares on NASDAQ following the merger; (7) the risk that
the merger disrupts current plans and operations as a result of the
announcement and consummation of the merger; (8) the ability to
recognize the anticipated benefits of the merger, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably and retain
its key employees; (9) costs related to the merger; (10) changes in
applicable laws or regulations; (11) the possibility that Golden
Path or the combined company may be adversely affected by
other economic, business, and/or competitive factors; and (12)
other risks and uncertainties to be identified in the Merger Proxy
/ Registration Statement on Form S-4 filed by Golden
Path (when available) relating to the merger, including those
under "Risk Factors" therein, and in other filings with the SEC
made by Golden Path and MC. Golden Path and
MC caution that the foregoing list of factors is not
exclusive. Golden Path and MC caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither Golden Path nor
MC undertakes or accepts any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based, subject to applicable law. The information contained in
any website referenced herein is not, and shall not be deemed to
be, part of or incorporated into this press release.
ADDITIONAL INFORMATION
In connection with the transaction described herein, Golden
Path will file relevant materials with the SEC, including the
registration statement on Form S-4 and a proxy statement. The proxy
statement and a proxy card will be mailed or made available
electronically to shareholders as of a record date to be
established for voting at the shareholders' meeting relating to the
proposed transactions. Shareholders will also be able to obtain a
copy of the registration statement on Form S-4 and proxy statement
without charge from Golden Path. The registration statement on Form
S-4 and proxy statement, once available, may also be obtained
without charge at the SEC's website at https://www.sec.gov or by
writing to 100 Park Avenue, New York, New
York 10017.
INVESTORS AND SECURITY HOLDERS OF GOLDEN PATH ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTIONS THAT GOLDEN PATH WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT GOLDEN PATH, MC, AND THE TRANSACTIONS.
NO OFFER OR SOLICITATION
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
NO REPRESENTATIONS
No representations or warranties, express or implied, are given
in respect of this press release. To the fullest extent permitted
by law in no circumstances will Golden Path or MC, or any of their
respective subsidiaries, affiliates, stockholders, representatives,
partners, directors, officers, employees, advisors or agents, be
responsible or liable for any direct, indirect or consequential
loss or loss of profit arising from the use of this press release,
its contents (including without limitation of any projections or
models), any omissions, reliance on information contained within
it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith, which information relating in any
way to the operations of MC has been derived, directly or
indirectly, exclusively from MC and has not been independently
verified by Golden Path. Neither the independent auditors of Golden
Path nor the independent auditors of MC audited, reviewed, compiled
or performed any procedures with respect to any projections or
models for the purpose of their inclusion in this presentation and,
accordingly, neither of them expressed any opinion or provided any
other form of assurances with respect thereto for the purposes of
this presentation.
NO ASSURANCES
There can be no assurance that the proposed merger will be
completed, nor can there be any assurance, if the merger is
completed, that the potential benefits of combining the companies
will be realized. The description of the merger contained herein is
only a summary and is qualified in its entirety by reference to the
definitive agreements relating to the Merger, copies of which will
be filed by Golden Path with the SEC as an exhibit to a
Current Report on Form 8-K.
PARTICIPANTS IN THE SOLICITATION
Golden Path, MC, certain shareholders of MC, and their
respective directors, executive officers and employees and other
persons may be deemed to be participants in the solicitation of
proxies from the holders of Golden Path ordinary shares in
respect of the proposed transaction. Information about Golden
Path's directors and executive officers and their ownership of
Golden Path' common stock is set forth in Golden Path's prospectus
filed with the SEC on June 24, 2021.
Other information regarding the interests of the participants in
the proxy solicitation will be included in the proxy statement
pertaining to the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources
indicated above.
Contact:
Mr. Shaosen Cheng
Email: ceo@goldenpath.cn
917-267-4569
Golden Path Acquisition
Corporation
100 Park Avenue, New York, New
York
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SOURCE Golden Path Acquisition Corporation