| CUSIP
No. G55032 109 |
| 1 |
Names
of Reporting Persons
Super
plus Holding Limited |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☐ (b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Place
of Organization
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
5,063,006
(1) |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
5,063,006
(1) |
10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,063,006
(2) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
9.96%
(3) |
| 14 |
Type
of Reporting Person
CO |
| |
|
|
|
| (1) | The
reported securities are held by Super plus Holding Limited (“Super plus”). Mr.
Shuyuan Xu beneficial owns the reported securities held by Super plus. |
| (2) | As
discussed in further detail under items 3, 4 and 5 of this Schedule 13D, on September 16,
2022, the Issuer (defined below) consummated its business combination with MC Hologram Inc.
and other entities incorporated for the purpose of the business combination. The reported
securities were received as consideration in connection with the Business Combination. |
| (3) | The
percentage ownership interest is determined based on 50,812,035 ordinary shares of the Issuer
outstanding after the closing of the Business Combination on September 16, 2022 and reported
in the Current Report on Form 8-K filed on September 22, 2022 by the Issuer with the SEC
under “Item 2.01. Completion of Acquisition or Disposition of Assets. – Form
10 Information – Beneficial Ownership of Securities.” |
| CUSIP
No. G55032 109 |
| 1 |
Names
of Reporting Persons
Shuyuan
Xu |
| 2 |
Check
the Appropriate Box if a Member of a Group
(a)
☐ (b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship
or Place of Organization
PRC |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
5,063,006
(1) |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
5,063,006
(1) |
10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,063,006 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
9.96%
(2) |
| 14 |
Type
of Reporting Person
IN
|
| |
|
|
|
| (1) | The
reported securities are held by Super plus Holding Limited (“Super plus”). Mr.
Shuyuan Xu beneficial owns the reported securities held by Super plus. |
| (2) | The
percentage ownership interest is determined based on 50,812,035 ordinary shares of the Issuer
outstanding after the closing of the Business Combination on September 16, 2022 and reported
in the Current Report on Form 8-K filed on September 22, 2022 by the Issuer with the SEC
under “Item 2.01. Completion of Acquisition or Disposition of Assets. – Form
10 Information – Beneficial Ownership of Securities.” |
| Item
1. |
Security
and Issuer. |
This
statement on Schedule 13D (the “Schedule 13D”) relates to the shares of ordinary shares, par value $0.0001 per share (the
“ordinary shares”), of MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Issuer”), whose principal
executive offices are located at Room 302, Building A, Zhongkenaneng Building, Yuexing Sixth Road, Nanshan District, Shenzhen, P.R. China.
| Item
2. |
Identity
and Background. |
(a)
This Schedule 13D is filed jointly by Shuyuan Xu and Super plus Holding Limited., a British Virgin Islands company (“Super plus,”
and together with Shuyuan Xu, the “Reporting Persons”).
(b)
The business address of each of the Reporting Persons is Room 301, Unit 4, Building 10, Shuguang Daodeanli, Guangyang District, Langfang
City, Hebei, P.R.China.
(c)
The principal occupation of Shuyuan Xu is as the founder and managing member of the venture capital firm Super plus. The principal business
of Super plus is the venture capital investment business.. Super plus is a British Virgin Islands company and is a wholly-owned company
of Shuyuan Xu.
(d)
During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
The citizenship or place of organization for each of
the Reporting Persons is listed in Row 6 of the cover pages hereto. Shuyuan Xu is a citizen of
the P. R. China.
| Item
3. |
Source
and Amount of Funds or Other Consideration. |
Item
4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to the securities acquired
by the Reporting Persons. On September 16, 2022, upon consummation of the Business Combination, Golden Path issued 44,554,455 shares
of ordinary shares, par value $0.0001 per share, of Golden Path (the “ordinary shares”) to MC’s shareholders in exchange
for the cancellation of all equity interests held by the MC shareholders in MC Hologram Inc, a Cayman Islands exempted company (“MC”).
The Reporting Persons are shareholders of MC.
| Item
4. |
Purpose
of Transaction. |
Business
Combination
The
information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
On
September 10, 2021, Golden Path, Golden Path Merger Sub Corporation and MC Hologram Inc. entered into a Business Combination Agreement,
as amended on August 5, 2022 and August 10, 2022 (the “Business Combination Agreement”). On September 16, 2022 (the “Closing
Date”), in accordance with the Business Combination Agreement, the closing (the “Closing”) of the transactions contemplated
by the Business Combination Agreement (the “Business Combination”) occurred, pursuant to which Golden Path issued 50,812,035
shares of ordinary shares to Super plus in exchange for the cancellation by Super plus of all of the issued and outstanding limited liability
company interests of MC owned by Super plus. As a result of the Business Combination, MC is now a wholly-owned subsidiary of the Issuer,
which has changed its name to “MicroCloud Hologram Inc.”
Registration
Rights Agreement
In
connection with the Business Combination, Golden Path and MC shareholders (including the Reporting Persons) entered into a registration
rights agreement on September 10, 2021 (“Registration Rights Agreement”), to
provide for the registration under the Securities Act of 1933 of the Consideration Shares with respect to the shares issued to MC shareholders
in connection with the Business Combination. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain
requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders
may demand at any time or from time to time, that the Issuer file a registration statement on Form S-1 or Form S-3 to register certain
shares of Common Stock held by such Rights Holders. The Registration Rights Agreement also provides the Rights Holders with “piggy-back”
registration rights, subject to certain requirements and customary conditions.
Lock-Up
Agreement
In
connection with the Closing of the Business Combination, the Company entered into Lock-Up Agreements with each MC shareholder (including
the Reporting Persons) 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.
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.
Following
the Closing of the Business Combination, the board of directors and management of the Issuer is comprised of the following individuals:
(1) Wei Peng, Chairman of the Board of Directors, (2) Guohui Kang, Chief Executive Officer (3) Bei Zhen, Chief Financial Officer, (4)
Guolong Qi, Chief Operating Officers, (5) Jianbo Zhou, Chief Technology Officer, (6) Mi Zhou, Han Qin, Xu Zhang and Jun Liu, independent
directors of the Issuer. Prior to the Business Combination, the board of directors and management of the Issuer was comprised of the
following individuals: (1) Shaosen Cheng, Chairman of the Board of Directors and Chief Executive Officer, (2) Teddy Zheng, Chief Financial
Officers, (3) Jun Liu, Hai Lin and Xu Zhang were independent directors of the Issuer prior to the consummation of the Business Combination.
Upon
the Closing of the Business Combination, the Issuer adopted an Amended and Restated Articles of Incorporation in accordance with the
Business Combination Agreement.
General
The
Reporting Persons acquired the securities described in this Schedule 13D in connection with the consummation of the Business Combination
and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be
made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous
factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects;
price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative
business and investment opportunities; and other future developments.
Subject
to the Registration Rights Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell or otherwise
dispose of all or a portion of the securities then held, in the open market or in privately negotiated transactions or otherwise. In
addition, the Reporting Persons may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant
parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions,
such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the ordinary shares;
sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes
to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be
no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite
approvals from the respective governing bodies and stockholders, as applicable, or that any such transaction would be successfully implemented.
Other
than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of
the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons
may change their purpose or formulate different plans or proposals with respect thereto at any time.
| Item
5. |
Interest
in Securities of the Issuer. |
| (a) | Shuyuan
Xu beneficially owns 5,063,006 shares of ordinary shares, which is held through by Super
plus, representing 9.96% of the outstanding shares of ordinary shares as of September 16,
2022, based on 50,812,035 shares of ordinary shares outstanding as reported in the Issuer’s
Current Report on Form 8-K filed with the SEC on September 22, 2022. Super plus holds 5,063,006
shares of Ordinary shares, representing 9.96% of such outstanding shares of Ordinary shares. |
| (b) | Each
of Shuyuan Xu and Super plus has sole power to vote or direct the vote, and sole power to
dispose or direct the disposition, of all of the shares of ordinary shares that he or it
beneficially owns. |
| (c) | Except
as described in this Schedule 13D, the Reporting Persons have not engaged in any transactions
in the ordinary shares in the past sixty days. |
| (d) | No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Ordinary shares beneficially
owned by the Reporting Persons, except that Shuyuan Xu has such rights with respect to Super
plus. |
| Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item
4 above summarizes certain provisions of the Registration Rights Agreement and the Lock-Up Agreement, and is incorporated herein by reference.
A copy of each of these agreements in form is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Except
as set forth herein, none of the Reporting Persons nor any of the Covered Persons has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| Item
7. |
Materials
to be Filed as Exhibits |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
September 26,
2022
| |
/s/
Shuyuan Xu |
| |
Shuyuan
Xu |
| |
Super
plus Holding Limited |
| |
|
|
| |
By: |
/s/
Shuyuan Xu |
| |
Name: |
Shuyuan
Xu |
| |
Title: |
Director |
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par
value $0.0001 per share, of MicroCloud Hologram Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Date:
September 26, 2022
| |
/s/
Shuyuan Xu |
| |
Shuyuan
Xu |
| |
Super
plus Holding Limited |
| |
|
|
| |
By: |
/s/
Shuyuan Xu |
| |
Name: |
Shuyuan
Xu |
| |
Title: |
Director |