| SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
● Basis
of presentation These
accompanying consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles
in the United States of America (“U.S. GAAP”) for financial information pursuant to the rules and regulations of the Securities
and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that
are necessary to present fairly the financial position, and the results of its operations and its cash flows.
● Principles
of consolidation The
consolidated financial statements include the financial statements of the Company and its subsidiary. All significant intercompany transactions
and balances between the Company and its subsidiary are eliminated upon consolidation. Subsidiaries
are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to
govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a
majority of votes at the meeting of directors. The
accompanying consolidated financial statements reflect the activities of the Company and the following entity:
Schedule of accompanying consolidated financial
statements
Name Background Ownership
Golden Path Merger Sub
Corp. A Cayman Islands company
Incorporated on August 19, 2021 100% Owned by Golden Path
● Emerging
growth company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
● Use
of estimates The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results
could differ significantly from those estimates.
● Cash
and cash equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2021 or 2020.
● Cash
and investments held in trust account At
December 31, 2021, the assets held in the Trust Account are US Treasury securities. Investment securities in the Company’s
Trust Account consisted of $ 58,077,063 0 The
Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified
in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses
for available-for-sale securities are recorded in other comprehensive income (loss). The Company evaluates its investments to assess
whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if
they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost
basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification
method and are reported in other income (expense), net in the statements of operations and comprehensive (income) loss.
● Deferred
offering costs Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly
related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public
Offering.
● Warrant
liabilities The Company accounts for warrants
(Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815,
“ Derivatives and Hedging” For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants
that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial
fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized
as a non-cash gain or loss on the consolidated statements of operations. The Company has elected to account for its Public Warrants as
equity and the Private Warrants as liabilities.
● Ordinary
shares subject to possible redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject
to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary
shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other
times, ordinary shares are classified as shareholders’ equity. As of December 31, 2021, the Company’s ordinary shares feature
certain redemption rights that are considered to be outside of the Company’s control. 5,750,000
● Offering
costs The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A –
“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance
sheet date that are related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of
the Initial Public Offering.
● Fair
value of financial instruments ASC
Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded
disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques
consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes
a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These
inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing
the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s
assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information
available in the circumstances. The
fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1
— Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2
— Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3
— Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The
fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of
cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying
values as of December 31, 2021 and 2020 due to the short maturities of such instruments. See Note 8 for the disclosure of the
Company’s assets and liabilities that were measured at fair value on a recurring basis.
● Concentration
of credit risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000
● Income
taxes Income
taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this
method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is
the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits,
if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30,
2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The
Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with
foreign tax laws. The
Company’s tax provision is zero for the year ended December 31, 2021. The
Company is considered to be an exempted Cayman Islands Company, and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States.
● Net
loss per share The
Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share 1,454,000 The
net loss per share presented in the consolidated statement of operations is based on the following:
Schedule of unaudited condensed consolidated statement of operations
For the Years Ended
2021 2020
Net loss $ (740,299 ) $ (32,267 )
Accretion of carrying value to redemption value (4,083,064 ) -
Net profit $ (4,823,363 ) $ (32,267 )
For the Year Ended For the Year Ended
Redeemable Non-Redeemable Redeemable Non-Redeemable
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including carrying value to redemption value $ (3,158,084 ) $ (1,665,279 ) $ - $ (32,267 )
Accretion of carrying value to redemption value 4,083,064 - - -
Allocation of net income (loss) $ 924,980 $ (1,665,279 ) $ - $ (32,267 )
Denominators:
Weighted-average shares outstanding 2,993,151 1,578,308 - 10
Basic and diluted net income (loss) per share $ 0.31 $ (1.06 ) $ - $ (3,227 )
● Related
parties Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
● Recent
accounting pronouncements The
Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material
impact on the results of operations, financial condition, or cash flows, based on the current information. |
