Golden Path Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: MC Hologram Inc.
ENTERPRISE VALUE: $TBD million
ANTICIPATED SYMBOL: HOLO
Golden Path Acquisition Corporation proposes to combine with MC Hologram Inc.
MC focuses on the R&D and application of holographic technology. 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.
SUBSEQUENT EVENT – 8/5/22 – LINK
- On August 5, 2022, Golden Path, Golden Path Merger Sub and MC entered into an amendment to the Merger Agreement
- Extend the outside termination date of the proposed merger to December 31, 2022
- Include as a closing condition the requirement that the requisite vote of the shareholders of MC has been obtained
- 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
EXTENSION – 6/22/22 – LINK
- The SPAC approved the extension and has deposited into the Company’s trust account an aggregate of $191,667, representing $0.033 per public share of the Company, in order to extend the period of time, the Company has to consummate a business combination by one month to July 24, 2022.
- The Sponsor plans to extend such period of time additional eight times to complete its initial business combination as necessary, each by an additional one months, up to March 24, 2023, by depositing $191,667 each time and up to an aggregate amount of $1,533,333 into the Trust Account, representing up to an additional $0.267 per public share, in connection with such additional extensions.
TRANSACTION
- 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.
LOCK-UP
- Concurrently with the closing of the merger, Purchaser will enter into a lock-up agreement with each of the Company Shareholders with respect to the Consideration Shares received by the Company Shareholders in the Merger. 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
- (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after the Merger
- (B) the remaining 50% of the shares may not be transferred, assigned or sold until six (6) months after the date of the consummation of the Merger.
- (A) 50% of the shares until the earlier of
NOTABLE CONDITIONS TO CLOSING
- Purchaser shall have at least $5,000,001 of net tangible assets
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by either the Purchaser Parties or the Company if Closing has not occurred by March 31, 2022.
- Extend the outside termination date of the proposed merger to December 31, 2022
- Further, Golden Path may terminate the Merger Agreement and the transactions contemplated therein in the event that MC fails to deliver the required financial statements by November 30, 2021 or if such financial statements reflect a material adverse change in the financial condition as reflected in previously provided financial information provided to Golden Path prior to execution of the Merger Agreement.
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.
MANAGEMENT & BOARD
Executive Officers
Shaosen Cheng, 58
Chairman and Chief Executive Officer
Since October 2019, Mr. Cheng has been employed as a senior advisor at Forest Hill Financial Group of New York where he advised clients on asset allocation and protection. During 2019, Mr. Cheng was a member of the Board of EverTrust Insurance Brokers Co., Ltd. Beijing and from January 2016 to December 2018, Mr. Cheng was the President of Fosun Zhongheng Insurance Brokers, Co., Ltd. in Shanghai China, which is an insurance brokerage firm. During the period from July 2013 to December 2015, Mr. Cheng was the territory manager for the New York Combined Insurance of New York. Prior to his employment with Combined Insurance, Mr. Cheng was the President of NY Eastar LLC, the United States’ subsidiary of China Eastar Group Holding Co. Ltd., a Shandong Province, China based private company. From 1995 to 2008 Mr. Cheng served in various capacities in insurance and other similar firms such as Aon Risk Services, Inc., Marsh USA Inc, and Johnson & Higgins. Mr. Cheng earned his college degree in political science at Shangdong University located in Jinan, China and his Master of Arts in International Relations from Remin University of China located in Beijing, China. He has also obtained a master of business administration in insurance and risk management from St. John’s University.
Teddy Zheng, 38
Chief Financial Officer
Mr. Zheng served as Chief Financial Officer for Longevity Acquisition Corporation (LOAC) from July 2018 to October 2020. Mr. Zheng has served as Managing Director of Cygnus Equity, a boutique investment banking firm in China, since October 2015. From April 2014 to October 2015, Mr. Zheng worked in the investment banking division of Lazard in China. From November 2010 to March 2014, Mr. Zheng worked in the investment banking division of JP Morgan First Capital in China. From June 2009 to October 2010, Mr. Zheng worked in the M&A and corporate finance division of UBS Investment Bank in China. Mr. Zheng received a bachelor degree in management information systems from Beijing Information Technology Institute and a master degree in management science and engineering from the School of Economics and Management of Tsinghua University.
Board of Directors
Jun Liu, 50
Director
Mr. Liu has been one of the board of directors of Longevity Acquisition Corporation (LOAC) since August 2018. Mr. Liu has served as the president of Beijing Wanfeng Xingye Investment Management Co., Ltd., an investment company in China, since January 2014. From 2004 to January 2014, he served as the president of Zhongansheng Investment Consulting Co., Ltd. From 2002 to 2004, Mr. Liu served as the vice president of Beijing Xingyun Co., Ltd. From 1999 to 2002, Mr. Liu served as the CEO of Weixin (China) Venture Investment Co., Ltd. and the director of Venture Capital Research Center of Renmin University. From 1993 to 1996, Mr. Liu served as government official in the State Auditing Administration. Mr. Liu received his bachelor degree of Finance and Accounting from Wuhan University in 1989 and received his masters of business administration degree from Renmin University located in China in 1999. His investment portfolios cover wide range of sectors, including TMT, education, clean energy, technology, and chemical industries.
Hai Lin, 54
Director
Hai Lin has served as General Manager of Red 13 Financial Holdings (Hong Kong) Co., Ltd. since January 2015, where Mr. Lin is responsible for project development, M&A and corporate financing, including company presentation, investment plan and transaction structure. During Oct 2010 and Dec 2014, Mr. Lin served as Director and Vice President of Goral Sky Investment Co., Ltd., where Mr. Lin was responsible for assisting Chinese companies going public in US market, including a refractory company with over $10 million net income. During January 2007 and September 2010, Mr. Lin served as General Manager of Longtou Investment (China) Limited, where Mr. Lin was responsible for assisting Chinese companies going public in US market, including a hydraulic company and an agriculture company. Meanwhile Mr. Lin assisted a US software public company for routine maintenance and investor relationship. During January 2004 and December 2006, Mr. Lin served as Vice President of Pacific Net Inc. (Nasdaq: PACT), where Mr. Lin was responsible for investor relationship, public filings under the Securities and Exchange Act, mergers and acquisitions related activity and corporate finance.
Xu Zhang, 44
Director
Mr. Zhang has served as founder and Chief Executive Officer of Beijing Bochuang Education Co., Ltd. since 2010. Mr. Zhang is also an accredited independent counselor and founder for the Beijing NiuXueShe, an online platform for innovative courses since March 2017. From May 2009 to May 2010, Mr. Zhang served as Vice President of Aoji Education Company, one of the largest education service and consulting companies in China, where Mr. Zhang directly supervised the US Education Service and Counsel Division, the Essay and Exam Division, the Sales Division works for Aoji. From July 2007 to January 2008, Mr. Zhang served as a corporate finance law attorney for the Hahn and Hessen LLP in New York City, where he mainly worked on equity formation, corporate finance, hedge fund and private re-financing deals. From February 2008 to May 2009, Mr. Zhang served as a corporate lawyer with the Morrison Foerster LLP based in San Francisco and Hong Kong. Mr. Zhang received a Bachelor in Economics degree from Renmin University of China in 2000, and a Master of Arts in Political Economics at Columbia University in 2004, a Juris Doctor Degree from the Fordham University Law School in 2007, and Law Studies in Taxation Certificate from New York University in 2007.