United States securities and exchange commission logo
July 1, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re: Golden Path
Acquisition Corp.
Amendment No. 5 to
Registration Statement on Form S-4
Filed June 22, 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, 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 June
6, 2022 letter.
Amendment No 5 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
MC Hologram Inc., page 11
1. We note your response
and revised disclosures to prior comment 1. Please explain further
how you determined that
Best Roads alone gained 54.24% of the voting power in MC as a
result of the
Act-in-Concert Agreement (Agreement) and why control of MC does not lie
with all four parties
to the Agreement. Also, tell us the names of the controlling
shareholders and their
percentage ownership in each of Tiger Initiative, Lucky Monkey
Holding and Import &
Export Guojin Development. Tell us whether there are any related
party interests among
these three entities and if so, how that factored into your analysis.
Lastly, tell us what
percentage ownership Ms. Peng held in BEIM prior to the
reorganization
transaction.
Shaosen Cheng
FirstName
Golden PathLastNameShaosen
Acquisition CorpCheng
Comapany
July 1, 2022NameGolden Path Acquisition Corp
July 1,2 2022 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations MC
Overview, page 135
2. We note your revised disclosures in response to prior comment 6 where
you include a
quantified discussion of the impact that fiscal 2020 acquisitions had
on revenue. Please
move this disclosure to the paragraph where you discuss the increase
in the revenue
growth for the year ended December 31, 2020 compared to the year ended
December 31,
2021 to add further context to the significant growth during this
period.
Specific Factors Affecting MC's Results of Operations, page 136
3. We note that your overall customer retention rates decreased from 40%
during the three
months ended March 31, 2021 to 25% during the same period in fiscal
2022, which is also
a decrease from the 50% retention rate for fiscal 2021. Please revise
to include a
discussion of the reasons for this decrease. In this regard, your
current disclosures refer to
the fact that MC uses its own sales channels and is less dependent on
third party sales,
however, you provided this same explanation for the increase in your
retention rate in
fiscal 2021 compared to 2020, and it is unclear how reliance on your
own sales channels
supports the significant decrease in your retention rates to date in
fiscal 2022. Similarly,
revise to discuss the reasons for the significant decrease in the
number of high paying
customers during the first quarter of fiscal 2022.
4. Please revise to disclose the percentage of revenue generated from
your Top 10 customers
for each period presented to add context to the relevance of this
measure.
Results of Operations
Three Months Ended March 31, 2021, Compared to the Three Months Ended March 31,
2022,
page 141
5. Please address the following as it relates to your discussion of
changes in revenue, cost of
revenue and gross profit margin for the first quarter of fiscal 2021
compared to 2022 and
revise your disclosures as necessary:
Explain how the incorporation of Horgos Bowei in November 2020
contributed to the
revenue growth in the first quarter of fiscal 2022 compared to
2021.
Provide a quantified breakdown of the RMB 10.4 million increase in
SDK software
service revenue between existing customers and MC's new business
development (i.e.
new customers).
Tell us whether you anticipate the decline in LiDar product sales
and the increase in
LiDar product costs to continue. If so, revise to include a
discussion of any known
trends or uncertainties related to such product sales that are
reasonably likely to have
a material impact on operations.
You attribute the decrease in holographic solutions' gross margin
from 28% to 10%
to "a higher number of outsourced content provider and third
party software
developer was used during the three months ended March 31, 2022
to provide
holographic solutions to our customers." Explain further what
this means. Also tell
Shaosen Cheng
FirstName
Golden PathLastNameShaosen
Acquisition CorpCheng
Comapany
July 1, 2022NameGolden Path Acquisition Corp
July 1,3 2022 Page 3
Page
FirstName LastName
us what impact the increase in LiDar costs coupled with the
accompanying decrease
in LiDar revenues and the increase in hardware costs had on these
margins. To the
extent such items materially impacted your holographic solutions'
gross margins,
revise to include a quantified discussion of such impact.
Year Ended December 31, 2020, compared to the Year Ended December 31, 2021,
page 144
6. You state that you revised your disclosures in response to prior
comment 10, however,
you continue to refer to a 3661% increase in the cost holographic
solutions. Please revise
or explain.
MC Hologram - Notes to Unaudited Interim Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition , page F-59
7. We note your revised discussion of Holographic Technology Service
revenue
indicates that you enter into advertising contracts to promote
merchandise where the price
for such service may be based on a percentage of gross merchandise
volume (GMV).
Please tell us whether your reference to "gross" revenue for these
arrangements is to
a percentage of the GMV or to the total value of the merchandise sold.
Note 20. Subsequent Events, page F-76
8. Please revise to disclose the date through which you have evaluated
subsequent events as
your current disclosures refer to "June XX, 2022."
MC Hologram Audited Financial Statements
Consolidated Statements of Cash Flows, page F-83
9. We note your response to prior comment 13. Please reconcile the loan
proceeds to third
parties and loan repayments from third parties included in the
investing cash flow
activity to the RMB 13,329,441 loan receivable balance at December 31,
2021. Also,
reconcile such cash flow activity to the information provided in Note
11. In this regard, it
appears from the disclosures in Note 11 that loan repayments totaled
approximately RMB
77.4 million in fiscal 2021 compared to RMB 57.9 per the statement of
cash flows.
Item 21. Exhibits and Financial Statement Schedules, page II-1
10. You state in your response to prior comment 14 that you provided
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, however, the
consents noted in the
Exhibit list refer back to those filed with the February 2, 2022
amendment. To the extent
you continue to include the financial statements for these entities in
this registration
statement, you will need to continue to provide recent updated
consents. Please revise.
Shaosen Cheng
Golden Path Acquisition Corp
July 1, 2022
Page 4
You may contact David 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
July 1, 2022 Page 4
cc: Bill Huo, Esq.
FirstName LastName