Item 1.01 Entry into a Material Definitive Agreement

Lock-up Agreements

In connection with the Closing, the Company entered into Lock-Up Agreements with each MC shareholder and Peace Asset Management Ltd. which provides in pertinent part 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 or (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Merger, and (B) the remaining 50% of the shares may not be transferred, assigned or sold until six months after the date of the consummation of the Business Combination. Golden Path's Sponsor, and the pre-merger officers and directors of Golden Path executed a similar lock-up agreement in connection with completion of the Golden Path IPO.

In addition, the parties agreed that of the total 44,554,455 ordinary shares issued in the Business Combination to the MC shareholders, 3,000,000 ordinary shares will be free of any lock-up restrictions.

The foregoing description of the Lock-up Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Lock-up Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated by reference herein.

Indemnification of Directors and Officers

In connection with the Closing, the Company entered into separate Indemnification Agreements with its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and executive officers for certain liabilities and expenses, reasonable attorneys' fees and all other direct or indirect costs, expenses and obligations, including judgments, fines, penalties, interest, appeal bonds, amounts paid in settlement with the approval of the Company, counsel fees and disbursements (including, without limitation, experts' fees, court costs, retainers, appeal bond premiums, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) and other fees (including, among others, witness fees, travel expenses and fees of private investigators and professional advisors, actually paid or incurred in connection with investigating, prosecuting, defending, being a witness in or . . .

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.





                              FORM 10 INFORMATION

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with no operations and formed as a vehicle to effectuate a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in MC.

Item 2.01(f) of the Current Report on Form 8-K states that if the predecessor registrant was a shell company, as Golden Path was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company, as the successor registrant to Golden Path, is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the Closing of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K and in documents incorporated herein by reference include "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target", "may", "intend", "predict", "should", "would", "predict", "potential", "seem", "future", "outlook" or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company's expectations with respect to future performance and anticipated financial impacts of the business combination. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the Company's, management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, . . .

Item 3.01 - Transfer of Listing

The information set forth in the sections entitled "Market Information and Holders" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 - Unregistered Sales of Equity Securities

The disclosure set forth in the "Introductory Note" of this Current Report on Form 8-K is incorporated herein by reference.

The securities issued to MC shareholders in connection with the Closing and the ordinary shares issued to Peace Asset Management Ltd. were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the Business Combination, on September 16, 2022, the Company filed an Amended and Restated Memorandum and Articles of Association (the "MAOA") with the Cayman Registrar. The material terms of the MAOA and the general effect upon the rights of holders of the Company's ordinary shares are discussed in the Proxy Statement in the sections titled "ARTICLES AMENDMENT PROPOSAL" beginning on page 113 and "DESCRIPTION OF NEW GOLDEN PATH'S SECURITIES" beginning on page 224.

Golden Path's ordinary shares and public warrants were listed for trading on the NASDAQ under the symbols "GPCO" and "GPCOW," respectively. On the date of the Closing, the CUSIP numbers relating to the Company's ordinary shares and warrants are G55032109 and G55032125, respectively.

The foregoing description of the MAOA is not complete and is subject to and qualified in its entirety by reference to the MAOA, copies of which are attached hereto as Exhibits 3.1 and the terms of which are incorporated by reference herein.

Item 5.01 Change in Control of the Registrant.

The information set forth in the section entitled "Introductory Note" and in the section entitled "Beneficial Ownership of Securities" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Business Combination pursuant to the Merger Agreement, a change of control of Golden Path has occurred, and the shareholders of Golden Path as of immediately prior to the Closing held 11.57% of the issued and outstanding shares of ordinary shares immediately following the Closing.





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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the sections entitled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation.

At the Extraordinary General Meeting, Golden Path's shareholders voted and approved, among other things, Proposal Nos. 4 and 5 (the "Articles Proposals") which are described in greater detail in the Proxy Statement beginning on page 112 and is set forth under Item 5.07 of this Current Report on Form 8-K, which is incorporated herein by reference.

The Amended and Restated Articles of Association (the "Amended Articles of Association"), which became effective upon filing with the Companies Register of the Cayman Islands on September 16, 2022, includes the amendments proposed by the Articles Proposals.

A copy of the Amended Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The description of the Amended Articles of Association and its general effect upon the rights of the Company's security holders are included in the Proxy Statement under the section titled "Description of New Golden Path's Securities" beginning on page 224 of the Proxy Statement, which is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. The material terms of the Business Combination are described in the section entitled "Proposal No. 1 - The Business Combination Proposal" beginning on page 78 of the Proxy Statement, which is incorporated herein by reference. Further, the information set forth in the "Introductory Note" and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 16, 2022, the Company issued a press release announcing the Closing. The press release is furnished as Exhibit 99.1 to this Current Report.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.




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Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The historical audited financial statements of MC and its subsidiaries as of and for the years ended December 31, 2020, and 2021 and the related notes are included in the Proxy Statement beginning from page F-79 to F-115 of the Proxy Statement and are incorporated herein by reference.

The unaudited condensed financial statements of MC as of and for the six months ended June 30, 2021 and 2022 and the related notes are attached hereto as Exhibit 99.2.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of Golden Path and MC as of June 30, 2022 and for the year ended December 31, 2021 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.





  (c) Exhibits.



Item      Description
2.1         Business combination and Merger Agreement dated as of September 10,
          2021 by and among MC Hologram, Inc., Golden Path Acquisition Corporation
          and Golden Path Merger Sub Corporation previously filed as an exhibit to
          Registrant's Current Report on Form 8-K as filed with the SEC on
          September 19, 2022.
2.2         First Amendment to the Business Combination and Merger Agreement dated
          as of August 5, 2022
2.3         Second Amendment to the Business Combination and Merger Agreement
          dated as of August 10, 2022
3.1         MicroCloud Hologram Inc. Amended and Restated Articles of
          Incorporation
4.1         Specimen Ordinary Share Certificate
4.2         Specimen Warrant Certificate
4.3         Warrant Agreement between VStock Transfer LLC and Golden Path
          Acquisition Corporation
10.1        Form of Lock-Up Agreement
10.2        Form of Indemnification Agreement
10.3        Form of Registration Rights Agreement
10.4        Form of Non-Competition and Non-Solicitation Agreements
21.1        List of Subsidiaries
99.1        Press Release dated September 16, 2022
99.2        Unaudited Condensed Consolidated Financial Statements of MC as of and
          for the six months ended June 30, 2021 and 2022
99.3        Pro Forma Financial Information of MicroCloud Hologram Inc.




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