United States securities and exchange commission logo
July 12, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re: Golden Path
Acquisition Corp.
Amendment No. 6 to
Registration Statement on Form S-4
Filed July 1, 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 July
1, 2022 letter.
Amendment No. 6 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
MC Hologram, Inc., page 11
1. We note your revised
disclosures in response to prior comment 1, however, it remains
unclear how you
determined that the reorganization qualifies as a transaction between
entities under common
control. In this regard, we note that prior to the reorganization,
Shanghia Mengyun
Holographic was majority owned by BEIM and Wei Peng held 30%
of BEIM shares, which
represents less than a majority (i.e. 50%) ownership interest.
Please provide a
detailed analysis to support your accounting for the reorganization.
Shaosen Cheng
FirstName
Golden PathLastNameShaosen
Acquisition CorpCheng
Comapany
July NameGolden Path Acquisition Corp
12, 2022
July 12,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of MC
Overview, page 135
2. We note in response to prior comment 2 you removed from your Overview
disclosures the
quantified discussion regarding the impact that the fiscal 2020
acquisitions had on
revenue. However, the intent of our comment was for you to move such
disclosure to the
third paragraph of the Overview section in an effort to provide
further context to your
discussion regarding the significant increase in revenue from fiscal
2020 to 2021. Please
revise.
3. Please describe further the "mega size" hardware arrangements, which
contributed to the
significant increase in holographic hardware sales during the three
months ended March
31, 2022. If applicable, include a discussion of the potential impact
to future revenue or
revenue growth rates if you do not anticipate additional revenue from
these mega size
arrangements in future periods. Similarly, you state that the
significant decrease
in holographic solutions' gross margins was due to the fact that you
outsourced
a significant part of the product development work to third-party
providers. Please revise
to clarify whether you anticipate the decline in gross margins to
continue into future
periods and discuss the potential impact to your overall results of
operations and liquidity
should this trend continue. Refer to Item 303(b)(2)(ii) of Regulation
S-K.
Results of Operations
Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31,
2022,
page 141
4. We note from your revised disclosure in response to prior comment 5
you expect the
LiDAR product unit costs to stabilize in fiscal 2022 since the supply
of raw materials is
improving. You also state "MC is positive on future LiDAR." Similarly,
you state that
MC expects the profit margins on LiDAR products to improve in the
following quarters.
Please revise to clarify the basis for such statements and in your
response tell us what
changes, if any, you have experienced in supply issues, revenue and
margins related to
LiDAR product sales since March 31, 2022 that support your assertions.
MC Hologram - Notes to Unaudited Interim Condensed Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-59
5. We note your response to prior comment 7, however, the intent of our
comment was to
understand what is meant by "gross" revenue as it relates to your GMV
advertising
contracts. In this regard, please tell us whether revenue recognized
from these
arrangements is a percentage of the merchandise sold or whether
revenue equals the total
amount of merchandise sold with a corresponding amount included in
cost of revenue.
Shaosen Cheng
FirstName
Golden PathLastNameShaosen
Acquisition CorpCheng
Comapany
July NameGolden Path Acquisition Corp
12, 2022
July 12,
Page 3 2022 Page 3
FirstName LastName
General
6. Please tell us why it is appropriate to register the issuance of
shares to the MC Hologram,
Inc. ("MC") shareholders as part of the business combination. Please
explicitly address
the following points that seem to support the conclusion that the
offer and sale of the
shares being issued to MC shareholders is a private transaction:
The MC shareholders have already approved the Merger Agreement and
Plan of
Merger;
The MC shareholders were originally given registration rights as
part of the business
combination; and
The Merger Agreement contains a lock-up provision that applies to
all the MC
shareholders.
In the alternative, revise your filing so that it is a proxy statement
of Golden Path, and
indicate that the shares being issued as part of the merger are being
issued privately
without registration.
7. Please revise to update the status of any events whose milestone dates
have passed. For
example, you state that either party may terminate the Merger
Agreement if the closing
has not occurred by March 31, 2022 or that Golden Path has until June
23, 2022 to
consummate a business combination.
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 Larry Spirgel,
Office Chief, at
(202) 551-3815 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Bill Huo, Esq.