| CUSIP
No. G55032 109 |
| 1 |
Names
of Reporting Persons
Sensegain
Prosperity 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
3,639,120
(1) |
| 8 |
Shared
Voting Power
0 |
| 9 |
Sole
Dispositive Power
3,639,120
(1) |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,639,120
(2) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
7.16%
(3) |
| 14 |
Type
of Reporting Person
CO |
|
|
|
|
| (1) | The
reported securities are held by Sensegain Prosperity Holding Limited (“Sensegain
Prosperity”). Mr. Minwen Wu beneficial owns the reported securities held by Sensegain
Prosperity. |
| (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
Minwen
Wu |
| 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
3,639,120
(1) |
| 8 |
Shared
Voting Power
0 |
| 9 |
Sole
Dispositive Power
3,639,120
(1) |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,639,120 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
7.16%
(2) |
| 14 |
Type
of Reporting Person
IN |
|
|
|
|
| (1) | The
reported securities are held by Sensegain Prosperity Holding Limited (“Sensegain
Prosperity”). Mr. Minwen Wu beneficial owns the reported securities held by Sensegain
Prosperity. |
| (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 Minwen Wu and Sensegain Prosperity Holding Limited., a British Virgin Islands company (“Sensegain
Prosperity,” and together with Minwen Wu, the “Reporting Persons”).
(b)
The business address of each of the Reporting Persons is Room 603, 6th Floor, Block 4, Subject International Center, No. 9 Shouti
South Road, Haidian District, Beijing,P.R.China.
(c)
The principal occupation of Minwen Wu is as the founder and managing member of the venture capital firm Sensegain Prosperity.
The principal business of Sensegain Prosperity is the venture capital investment business.
(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. Minwen Wu 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 3,639,120 shares
of ordinary shares to Sensegain Prosperity in exchange for the cancellation by Sensegain Prosperity of all of the issued and outstanding
limited liability company interests of MC owned by Sensegain Prosperity. 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) | Minwen
Wu beneficially owns 3,639,120 shares of ordinary shares, which is held through by Sensegain
Prosperity, representing 7.16% 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. Sensegain
Prosperity holds 3,639,120 shares of Ordinary shares, representing 7.16% of such outstanding
shares of Ordinary shares. |
| (b) | Each
of Minwen Wu and Sensegain Prosperity 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 Minwen Wu has such rights with respect to
Sensegain Prosperity. |
| 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/
Minwen Wu |
| |
Minwen
Wu |
| |
|
|
| |
Sensegain
Prosperity Holding Limited |
| |
|
|
| |
By: |
/s/
Minwen Wu |
| |
Name: |
Minwen
Wu |
| |
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/
Minwen Wu |
| |
Minwen
Wu |
| |
|
|
| |
Sensegain
Prosperity Holding Limited |
| |
|
|
| |
By: |
/s/
Minwen Wu |
| |
Name: |
Minwen
Wu |
| |
Title: |
Director |