United States securities and exchange commission logo
June 6, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re: Golden Path
Acquisition Corp.
Amendment No. 4 to
Registration Statement on Form S-4
Filed May 9, 2022
File No. 333-259896
Dear Mr. Cheng:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 23, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed May 9, 2022
Summary of the Proxy Statement/Prospectus, page 10
1. Please address the
following as it relates to your revised disclosures in response to prior
comment 3:
You state that the
actual controller of BEIM is the same controller of Best
Roads. Clarify what
is meant by "actual controller" and disclose the name of such
controller and
their ownership interest in each entity.
Revise to disclose
the terms of the Act-in-Concert Agreement.
Your disclosures on
page F-28 continue to state that MC holds 100% of the equity
interests in
Mengyun HK and Beijing Xihuiyun. Please revise.
2. With respect to the
Act-In-Concert Agreement that gives voting control of MC to Best
Shaosen Cheng
FirstName
Golden PathLastNameShaosen
Acquisition CorpCheng
Comapany
June 6, 2022NameGolden Path Acquisition Corp
June 6,
Page 2 2022 Page 2
FirstName LastName
Road Holdings Limited, please also clarify whether Wei Peng now
ultimately controls
MC through the ownership of Best Road. If so, your cover page,
summary, beneficial
ownership table and risk factors sections should clarify his control
and concentration of
voting power and influence. Further, please clarify whether the
Act-In-Concert agreement
will survive the post-Business Combination transaction and file it as
an exhibit.
3. We note that you present two post-reorganization diagrams. Please
revise to include a
single post-reorganization diagram that is as of a more current date
and includes any
subsidiaries that you acquired or established after December 31, 2021.
In this regard, we
note your disclosures on page F-56 regarding Shenzhen Haiyun's
acquisition of Shenzhen
Tata and the establishment of Shenzhen Youmi, Horgos Youmi, Shenzhen
Yushi and
Horgos Yushi. Also, revise to disclose the purpose of each of the
newly established
entities and clarify whether they have any current operations.
Risk Factors, page 21
4. We note your revised disclosures in response to prior comment 4.
Please further revise to
clearly state here that MC identified seven material weaknesses in
their internal control
over financial reporting that have not yet been fully remediated.
If MC's direct equity ownership is challenged by the PRC authorities, it may
have a significant
adverse impact on MCs operating results..., page 44
5. We note your response to prior comment 5 regarding your lack of a VIE
structure and
your belief and PRC counsel's opinion that direct ownership of your
proposed PRC
subsidiaries are permitted due to you not participating in any
restricted industries. Please
revise to provide a description for the basis of this belief that MC
and its subsidiaries'
operations fall within the MOFCOM permitted activities and are not
subject to restrictions
to foreign ownership. Further, your revised disclosure, including the
consequences to you
should you be incorrect in your assessment that MC operates in solely
in permitted
industries, should be included on the cover page and summary sections.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of MC
Overview, page 133
6. Please revise your discussion of revenue growth in the Overview
section to provide
quantified information regarding the increase in revenue related to
your fiscal 2020
acquisitions.
Specific Factors Affecting MC's Results of Operations
MC's ability to retain and attract customers, page 134
7. Please address the following as it relates to your response and
revised disclosures to prior
comment 8:
Provide us with your customer count for each category of customer
disclosed at December 31, 2020 and 2021 and tell us your
consideration to disclose
Shaosen Cheng
FirstName
Golden PathLastNameShaosen
Acquisition CorpCheng
Comapany
June 6, 2022NameGolden Path Acquisition Corp
June 6,
Page 3 2022 Page 3
FirstName LastName
such amounts in addition to the number of customers during the
measurement period.
You state that your retention rate is based on the number of
customers at the
beginning of the period compared to the number old customers
during the
measurement period. Revise to clarify what is meant by "old
customers."
You also disclose that customers included in this metric are
based on those that were
customers at any point during the period. Please clarify whether
a new customer
obtained during the measurement period is included in the
retention rate calculations
and if so, explain to us how this measure reflects your ability
to retain your existing
customers.
Tell us and revise to disclose how customers obtained in your
fiscal 2020 acquisitions
are included in your retention rate calculations and to the
extent possible, quantify the
impact of such acquisitions on the increase in the retention rate
from fiscal 2020 to
fiscal 2021.
Disclose the percentage of revenue generated from your top 20
customers for each
period to add context to the relevance to this measure.
Results of Operations
Year Ended December 31, 2020, compared to the Year Ended December 31, 2021,
page 138
8. We note your revised disclosures in response to prior comment 11where
you state that
Horgos Tianyeumeng and Horgos Youshi contributed RMB 104.3 million and
RMB 41.6
million, respectively to the increased holographic technology service
revenue. However,
it remains unclear how the incorporation of these entities contributed
so significantly to
your revenue growth. Please explain further how entities that were
only established in
the fourth quarter of fiscal 2020 had such a significant impact on
your revenue growth. To
the extent that such growth is the result of the tax incentives
available in the City of
Horgos, explain how tax incentives available to the company impacted
your revenue
growth. Similar revisions should be made with regards to Horgos Bowei.
9. You state that the increase in holographic technology service revenue
from fiscal 2020 to
fiscal 2021 was mainly due to the acquisition of Shenzhen Tianyuemeng
(RMB 3.4
million) and the incorporation of Horgos Tianyeumeng (RMB 104.3
million) and Horgos
Youshi (RMB 41.6 million). Please include a discussion of any factors
that offset these
increases. In this regard, the factors you identify contributed to RMB
149.3 million of
revenue growth when holographic technology service revenue increased
only RMB 121.1
million.
10. You state that cost of holographic solutions increased by RMB 20.5
million or 3661%.
Please provide support for the percentage increase in the cost of such
revenues or revise
your disclosures as necessary.
Unaudited Pro Forma Combined Financial Information, page 174
11. Please remove the comparative pro forma Combined statement of
Operations for the year
ended December 31, 2020. Refer to Article 11-02(c)(2) of Regulation
S-X. Also, revise
Shaosen Cheng
Golden Path Acquisition Corp
June 6, 2022
Page 4
to remove the introductory discussion of Shenzhen Bowei and Shenzhen
Tianyuemeng since these acquisitions are now fully reflected in MC's
results of operations
for 2021.
12. We note your revisions in response to prior comment 17. Pro forma
adjustment (10)
appears to be eliminating $1.4M of transaction costs that are already
included in the
historical financial statements of MC and Golden Path. Elimination of
such costs does not
comply with the updated guidance in Article 11-02 of Regulation S-X.
Please revise to
remove this adjustment and include only those estimated transaction costs
that are not yet
reflected in the historical statements of operations. Also, disclose in
the pro forma notes
that such costs will not recur beyond 12 months following the merger.
Refer to Article
11-02(a)(6)(B) and 11-02(a)(11) of Regulation S-X.
MC Hologram Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-27
13. Please explain what the loan proceeds to third parties and loan repayment
from third
parties represent. Also, tell us how you determined that such amounts
should be presented
in investing cash flows. Refer to ASC 230-10-45.
Item 21. Exhibits and Financial Statement Schedules, page II-1
14. Please revise to include updated consents from Shandong Haoxin Certified
Public
Accountants Co., Ltd. for inclusion of its audit opinions for Shenzhen
Tianyuemeng
Technology Co., Ltd. and Shenzhen Bowei Vision Technology Co., Ltd in
this registration
statement. Alternatively, tell us why you believe the financial
statements for these entities
are required. Refer to Rule 3-05(a) of Regulation S-X.
You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin, Kim,
Staff Attorney, at
(202) 551-3297 or Larry Spirgel, Office Chief at (202) 551-3815 with any other
questions.
Sincerely,
FirstName LastNameShaosen Cheng
Division of
Corporation Finance
Comapany NameGolden Path Acquisition Corp
Office of
Technology
June 6, 2022 Page 4
cc: Bill Huo, Esq.
FirstName LastName