Current Report Filing (8-k)
03 November 2022 - 9:08PM
Edgar (US Regulatory)
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2022-11-03
2022-11-03
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2022-11-03
2022-11-03
0001841209
HOLO:WarrantsEachWarrantExercisableForOnehalfOrdinaryShareAtAnExercisePriceOf11.50PerShareMember
2022-11-03
2022-11-03
iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
November
3, 2022
Date
of Report
(Date of earliest event reported)
MicroCloud
Hologram Inc.
(Exact
Name of Registrant as Specified in its Charter)
Cayman
Islands |
|
001-440519 |
|
Not
Applicable 00-0000000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
Room
302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District, Shenzhen,
People’s Republic of China 518000
(Address of principal executive offices, including Zip Code)
+86
(0755) 2291 2036
(Registrant’s telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Ordinary Shares, par value $0.0001 per share |
|
HOLO |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants, each warrant exercisable for one-half ordinary share at an exercise price of $11.50 per share |
|
HOLOW |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
4.01 Changes in Registrant’s Certifying Accountant
Resignation
of Previous Independent Registered Public Accounting Firm
On
October 31, 2022, Friedman LLP (“Friedman”) ceased to be the independent auditor of MicroCloud
Hologram Inc. (formerly known as “Golden Path Acquisition Corporation,” either or together
as the “Company”) due to the expiration of the engagement letter between the Company and Friedman.
The
report of Friedman on the audited consolidated financial statements of the Company, for the fiscal years ended December 31, 2021 and
2020 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles.
During
the two most recent fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through October 31, 2022, there
were no: (i) disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company
and Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Friedman, would have caused Friedman to make reference to the subject matter of
the disagreement in their reports on the Company’s financial statements for such years, or (ii) any reportable events requiring
disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Friedman with a copy of this disclosure and has requested that Friedman furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not Friedman agrees with the statements made by the Company herein in response
to Item 304(a) of Regulation S-K. and, if not, stating the respect in which it does not agree. A copy of Friedman’s letter dated
November 3, 2022 is attached hereto as Exhibit 16.1.
Engagement
of New Independent Registered Public Accounting Firm
Concurrent
with Friedman’s departure as the Company’s independent auditor, on October 31, 2022, the Audit Committee of the Board of
Directors of the Company (the “Board”) and the Board approved the appointment of Assentsure PAC (“Assentsure”)
as the Company’s independent auditor subject to completion by Assentsure of its standard client acceptance procedures and execution
of an engagement letter.
During
the Company’s two most recent fiscal years ended December 31, 2021 and 2020 and through Assentsure’s appointment on October
31, 2022, neither the Company nor anyone acting on its behalf consult Assentsure with respect to (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial
statements, and Assentsure did not provide either a written report or oral advice to the Company that was an important factor considered
by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject
of a disagreement or any reportable events as defined and set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
November 3, 2022
MicroCloud
Hologram Inc.
By: |
/s/
Guohui Kang |
|
Name: |
Guohui
Kang |
|
Title: |
Chief
Executive Officer |
|
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