8-K/A
MicroCloud Hologram Inc. (HOLO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 24, 2021
Date of Report (Date of earliest event reported)
GOLDEN PATH ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-440519 | n/a 00-0000000 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 100 Park Avenue, New York, New York | 10017 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: 917-267-4569
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br><br>communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br><br>material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br><br>communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br><br>communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one ordinary share, par value $0.0001, <br><br><br>one redeemable warrant to purchase one-half ordinary share and one right to acquire 1/10 of an ordinary share | GPCOU | The Nasdaq Stock Market LLC |
| Ordinary Share, par value $0.0001 | GPCOA | The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant exercisable for one-half of an ordinary share | GPCOW | The Nasdaq Stock Market LLC |
| Rights, each to receive one-tenth (1/10) of one ordinary share | GCPOR | The Nasdaq Stock Market LLC |
EXPLANATORY
NOTE
References throughout this Amendment No. 1to Form 8-K/A to “we,” “us,” the “Company” or “our company” are to Golden Path AcquisitionCorporation., unless the context otherwise indicates.
This Amendment No. 1 to Form 8-K/A (this “report”)
amends the Balance Sheet on Form 8-K of Golden Path Acquisition Corporation as of June 24, 2021, as filed with the Securities and Exchange
Commission (“SEC”) on June 30, 2021 (the “Original Report”).
Background of Restatement
On April 12, 2021, the Acting Director of the Division
of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations
for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies(“SPACs”)” (the “SEC Statement”). Specifically,
the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent upon the characteristics
of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the Company’s warrants.
As a result of the SEC Statement, on January 7, 2022, the Company re-evaluated the accounting treatment of the 5,750,000 warrants that
were issued to the Company’s public shareholders in a public offering that closed concurrently with the closing of the Initial Public
Offering (the “Public Warrants”). The Company previously accounted for the Public Warrants as components of liabilities.
As a result of the above, the Company should have
classified the Public Warrants as component of equity in its previously issued financial statements. The Company’s accounting for
the Public Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously
reported operating expenses or cash.
In addition, in accordance with the SEC and its staff’s
guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption
provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent
equity. The Company had previously classified a portion of its ordinary share in permanent equity. Although the Company did not specify
a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would
cause its net tangible assets to be less than $5,000,001. On January 7, 2022, the Company determined that the threshold would not change
the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company’s
previously issued (i) audited balance sheet as of June 24, 2021 included in the Company’s Current Report on Form 8-K filed with
the SEC on June 30, 2021, (ii) unaudited interim financial statements as of June 30, 2021 and for the six months ended June 30, 2021 included
in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”),
in each case, should be corrected to classify public warrants as equity and all of the Public Shares as temporary equity and should no
longer be relied upon. The Company does not expect the changes described above to have any impact on its cash position or the balance
held in the trust account.
As a result, the Company’s management, together
with the Audit Committee, determined on January 7, 2022, that the Company’s financial statements, related footnotes, and other
financial data as of June 24, 2021 included in the Original Report should be restated in the Form 8-K/A as a result of this error.
The financial information that has been previously
filed or otherwise reported for this period is superseded by the information in this Form 8-K/A, and the financial statements and related
financial information contained in the Original Report should no longer be relied upon.
The restatement is more fully described in Note
2 of the notes to the financial statements included herein.
Items Amended in this Report
This report presents the Original Report, amended
and restated with modifications necessary to reflect the restatements, but without any other amendments, modifications or updates. As
such, this report speaks only as of the date the Original Report was filed, and should be read in conjunction with our other SEC filings,
including our SEC filings subsequent to the date of the Original Report.
The following item has been amended to reflect
the restatements:
Item 9.01. Financial Statements And Exhibits
1
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on June 21, 2021, the
registration statement (File No. 333-255297) (the “Registration Statement”) relating to the initial public offering (“IPO”)
of Golden Path Acquisition Corporation, a Cayman Islands exempt company (the “Company”), was declared effective by the Securities
and Exchange Commission.
On June 24, 2021, the Company consummated the
IPO of 5,000,000 units (the “Units”). In addition, the underwriters exercised in full the over-allotment option for an additional
750,000 Units, resulting in the issuance and sale of an aggregate of 5,750,000 Units. Each Unit consists of one ordinary share, par value
$0.0001 per ordinary share (“Share”), one redeemable warrant (“Warrant”) entitling its holder to purchase one-half
of one Share at a price of $11.50 per Share, and one right to receive one-tenth (1/10) of one Share upon the consummation of the Company’s
initial business combination.
Simultaneously with the closing of the IPO, the
Company consummated the private placement (“Private Placement”) with its sponsor, Greenland Asset Management Corporation,
a British Virgin Islands company (“Sponsor”) for the purchase of 270,500 Units (the “Private Units”) at a price
of $10.00 per Private Unit, generating total proceeds of $2,705,000, pursuant to the Private Placement Unit Purchase Agreement dated June
17, 2021.
The Sponsor had previously advanced expenses or
loaned the Company the sum of $453,364, evidenced in part by a note dated as of December 19, 2020 which loan was payable upon the earlier
of completion of the IPO or December 31, 2021. In connection with the completion of the IPO, the note was repaid in full via an offset
of certain amounts due under the Private Placement subscription.
As of June 24, 2021, a total of $58,075,000 of
the net proceeds from the IPO and the Private Placement Unit Purchase Agreement transaction completed with the Sponsor, Greenland Asset
Management Corporation, were deposited in a trust account established for the benefit of the Company’s public shareholders, established
with Wilmington Trust, National Association acting as trustee, at an account at Morgan Stanley.
An audited balance sheet as of June 24, 2021 reflecting
receipt of the proceeds received by the Company in connection with the consummation of the IPO and the Private Placement Unit Purchase
Agreement (as defined below) is included on this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|---|
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Balance Sheet dated June 24, 2021 (As Restated) |
2
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf as of June 30, 2021 by the undersigned
hereunto duly authorized.
| Golden Path Acquisition Corporation | |
|---|---|
| By: | /s/ Shaosen Cheng |
| Shaosen Cheng | |
| Chief Executive Officer |
3
Exhibit 99.1
| <br><br><br> <br>GOLDEN PATH ACQUISITION CORPORATION<br><br><br> <br><br><br><br> <br>Balance Sheet<br><br><br> <br>June 24, 2021<br><br><br> <br>**** |
|---|
GOLDEN PATH ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet (As Restated) | F-3 |
| Notes to Balance Sheet (As Restated) | F-4 – F-16 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
To the Board of Directors and Shareholders of
Golden Path Acquisition Corporation
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Golden Path Acquisition Corporation (the “Company”) as of June 24, 2021, and the related notes (collectively referred to
as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of June 24, 2021 in conformity with accounting principles generally accepted in the United States of America.
Restatement of Previously Issued FinancialStatement
As discussed in Note 2 to the financial statement,
the accompanying financial statement as of June 24, 2021 has been restated.
Basis for Opinion
This financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/Friedman LLP
Friedman LLP
We have served as the Company’s auditor
since 2020.
New York, NY
June 30, 2021, except for the effects of the restatement discussed in Notes 2, 3, 4, 7 and 9 as to which the date is January 20, 2022
F-2
GOLDEN PATH ACQUISITION CORPORATION
BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
(Restated)
| ASSETS | ||
| Current assets | ||
| Cash | 1,935 | |
| Cash held in escrow | 2,251,636 | |
| Deposit | 167 | |
| Total current assets | 2,253,738 | |
| Cash held in Trust Account | 56,340,014 | |
| TOTAL ASSETS | 58,593,752 | |
| LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | ||
| Current liabilities - accrued liabilities | 17,500 | |
| Warrant liabilities | 625,000 | |
| Deferred underwriting compensation | 1,437,500 | |
| TOTAL LIABILITIES | 2,080,000 | |
| Commitments and contingencies | ||
| Ordinary shares subject to possible redemption, 5,750,000 shares (at redemption price of 10.10 per share) | 58,075,000 | |
| Shareholders’ deficit: | ||
| Ordinary shares, 0.0001 par value; 500,000,000 shares authorized ; 1,708,000 shares issued and outstanding (excluding 5,750,000 subject to possible redemption) | 171 | |
| Additional paid in capital | - | |
| Accumulated deficit | (1,561,419 | ) |
| Total shareholders’ deficit | (1,561,248 | ) |
| TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | 58,593,752 |
All values are in US Dollars.
The accompanying notes are an integral part of
the financial statement.
F-3
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESSOPERATIONS
Golden Path Acquisition Corporation
(the “Company”) is a blank check company incorporated in the Cayman Islands on May 9, 2018. The Company was formed for the
purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (“Business Combination”).
Although the Company is not
limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus
on businesses that have a connection to the Asian market. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31
as its fiscal year end.
At June 24, 2021, the Company
had not yet commenced any operations. All activity through June 24, 2021 relates to the Company’s formation and the initial public
offering (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion
of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds
derived from the Initial Public Offering.
The registration statement
for the Company’s Initial Public Offering became effective on June 21, 2021. On June 24, 2021, the Company consummated the Initial
Public Offering of 5,750,000 ordinary units (the “Public Units”), which includes the full exercise by the underwriter of its
over-allotment option in the amount of 750,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $57,500,000 which
is described in Note 4.
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 270,500 units (the “Private Units”) at a price of $10.00
per Private Unit in a private placement to Greenland Asset Management Corporation (the “Sponsor”), generating gross proceeds
of $2,705,000, which is described in Note 5.
Transaction costs amounted
to $2,887,500, consisting of $1,150,000 of underwriting fees, $1,437,500 of deferred underwriting fees and $300,000 of other offering
costs. In addition, at June 24, 2021, cash of $1,935 and cash held in escrow of $2,251,636 were held outside of the Trust Account (as
defined below) and is available for the payment of offering costs and for working capital purposes net with $1,734,988 transferred to
the Trust Account on June 25, 2021.
Following the closing of
the Initial Public Offering on June 24, 2021, an amount of $56,340,014 from the net proceeds of the sale of the Public Units in the Initial
Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”). Among the $2,251,636
of cash held in the escrow account with Wilmington Trust, National Association, $1,734,988 was released to the Trust Account and $507,649
was released to the Company’s operating bank account for working capital purposes on June 25, 2021 and June 28, 2021, respectively.
The remaining balance of approximately $9,000 was retained by Wilmington Trust, National Association as service fee. The aggregate amount
of $58,075,002 ($10.10 per Public Unit) held in Trust Account will be invested in U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company
that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the
Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account
to the Company’s shareholders, as described below, except that interest earned on the Trust Account can be released to the Company
to pay its tax obligations.
F-4
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale
of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a
Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together
have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred
underwriting commissions and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business
Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or
more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it
not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide
its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination
either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In
connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called
for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor
of the Business Combination.
Notwithstanding the foregoing,
if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any
affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking
redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.
If a shareholder vote is
not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities
and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be
included in a proxy statement with the SEC prior to completing a Business Combination.
The shareholders will be
entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share,
subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to
consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares
will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 10). There
will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The
ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering,
in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
F-5
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
The Sponsor and any of
the Company’s officers or directors that may hold Founder Shares (as defined in Note 7) (the “shareholders”) and
the underwriters will agree (a) to vote their Founder Shares, the ordinary shares included in the Private Units (the “Private
Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b)
not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the
Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides
dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to
redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash from the Trust Account in
connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a
Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of
the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination
activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up
if a Business Combination is not consummated. However, the shareholders will be entitled to liquidating distributions from the Trust
Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its
Business Combination.
The Company will have until
June 23, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business
Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to nine times, each by
an additional month (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend
the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the
Trust Account $191,667 (approximately $0.033 per Public Share), up to an aggregate of $1,725,000, or $0.30 per Public Share, on or prior
to the date of the applicable deadline, for each one month extension. Any funds which may be provided to extend the time frame will be
in the form of a loan to us from our sponsor. The terms of any such loan have not been definitely negotiated, provided, however, any loan
will be interest free and will be repayable only if we compete a business combination.
If the Company is unable
to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation
and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements
of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in
the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be
included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of
such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial
Public Offering price per Unit ($10.00).
The Sponsor has agreed that it
will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or
a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the
Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of
the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the
Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to
be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party
claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of
creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the
Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.
F-6
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALSTATEMENT
On April 12, 2021, the Acting Director of the
Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).
Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent
upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the
Company’s warrants.
The Company’s management evaluated the warrants
under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15
addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states
that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common
stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an
adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. The Company’s
Private Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the
holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the tender offer
provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated
by ASC Section 815-40-25. Management of the Company and the Audit Committee of the Board of Directors, following discussion with its independent
auditors, have determined that only the Private Warrants should be classified as liabilities and the Public Warrants should be classified
as equity. The Company previously accounted for the Public Warrants as components of liabilities.
In further consideration of the guidance in Accounting
Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC
815”), the Company concluded that a provision in the warrant agreement related to certain transfer provisions precludes the Private
Warrants from being accounted for as components of equity. As the Private Warrants meet the definition of a derivative as contemplated
in ASC 815, the Private Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception
(on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes
in fair value recognized in the Statements of Operations in the period of change.
In addition, the Company concluded it should restate
its balance sheet to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its
staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99,
redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside
of permanent equity. The Company had previously classified a substantial portion of its ordinary shares in permanent equity. Although
the Company did not specify a maximum redemption threshold, its charter provides that the Company will not redeem its public shares in
an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change
the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company
restated its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from
the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the
carrying value of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.
In accordance with SEC Staff Accounting
Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that
the related impacts were material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit
Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary
equity.
The impact to the previously presented financial statement
is presented below:
Adjustment #1 refer to Public warrant reclassify from warrant
liabilities to equity component.
Adjustment #2 refer to classify all public shares as temporary
equity.
| As | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Previously | Adjustment | Adjustments | As | |||||||||
| Reported | #1 | #2 | Restated | |||||||||
| Balance sheet as of June 24, 2021 | ||||||||||||
| Warrant liabilities | 8,616,000 | (7,991,000 | ) | - | 625,000 | |||||||
| Total liabilities | 10,071,000 | (7,991,000 | ) | - | 2,080,000 | |||||||
| Ordinary shares subject to possible redemption | 43,522,748 | - | 14,552,252 | 58,075,000 | ||||||||
| Ordinary shares | 315 | - | (144 | ) | 171 | |||||||
| Additional paid-in capital | 5,203,437 | 7,991,000 | (13,194,437 | ) | - | |||||||
| Accumulated deficit | (203,748 | ) | - | (1,357,671 | ) | (1,561,419 | ) | |||||
| Total shareholders’ (deficit) equity | 5,000,004 | 7,991,000 | (14,552,252 | ) | (1,561,248 | ) |
Notes 3, 4, 7 and 9 have been updated to reflect the restatements.
F-7
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED)
Basis of Presentation
The accompanying financial statement is presented
in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and
pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of financial statement in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the
reporting period.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from
those estimates.
F-8
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
Cash
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of June 24, 2021.
Cash Held in Escrow
At June 24, 2021, $2,251,636 of cash was held
in the escrow account with Wilmington Trust, National Association, among which, $1,734,988 was released to the Trust Account and $507,649
was released to the Company’s operating bank account for working capital purposes on June 25, 2021 and June 28, 2021, respectively.
The remaining balance of approximately $9,000 was retained by Wilmington Trust, National Association as service fee.
Cash Held in Trust Account
At June 24, 2021, the assets held in the Trust
Account were held in cash.
Warrant accounting
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, DistinguishingLiabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.
For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded
as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a
liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that
feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are
classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered
to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 24, 2021,
ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
shareholders’ equity section of the Company’s balance sheet.
F-9
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
Income Taxes
The Company complies with the accounting and reporting
requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized
tax benefits as of June 24, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company may be subject to potential examination
by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount
of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account. As of June 24, 2021, approximately
$58.3 million was over the Federal Deposit Insurance Corporation (FDIC) limit.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recently Issued Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statement.
F-10
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
NOTE 4. INITIAL PUBLIC OFFERING (AS RESTATED)
Pursuant to the Initial Public
Offering, the Company sold 5,750,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount
of 750,000 Public Units, at a purchase price of $10.00 per Unit. Each Unit will consist of one ordinary share, one right (“Public
Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one ordinary
share. Each Public Warrant will entitle the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole
share (see Note 7).
All of the 5,750,000 Public
Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares
if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to
the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance
with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions
not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.
The Company’s redeemable
common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.
If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption
value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,
if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur
and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected
to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,
or in absence of retained earnings, additional paid-in capital).
As of June 24, 2021, the
ordinary shares reflected on the balance sheet are reconciled in the following table.
| June 24, <br><br><br>2021 | |||
|---|---|---|---|
| Gross proceeds | $ | 57,500,000 | |
| Less: | |||
| Proceeds allocated Public Warrants | (1,804,109 | ) | |
| Proceeds allocated Public Rights | (184,852 | ) | |
| Offering costs of Public Shares | (2,787,620 | ) | |
| Plus: | |||
| Accretion of carrying value to redemption value | 5,351,581 | ||
| Common stock subject to possible redemption | $ | 58,075,000 |
NOTE 5. PRIVATE PLACEMENT
Simultaneously with the closing
of the Initial Public Offering, the Sponsor and the underwriters purchased an aggregate of 270,500 Private Units at a price of $10.00
per Private Unit, ($2,705,000 in the aggregate), in each case, from the Company in a private placement. The proceeds from the sale of
the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical
to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note
- If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and underlying
securities will be worthless.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
In May 2018, the Company issued one ordinary share
to the Sponsor for no consideration. In January 2021, the Company effected a 10 for 1 share split, resulting in an aggregate of 10 ordinary
shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share split. On January 6, 2021, the
Sponsor purchased an aggregate of 1,150,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share.
On March 26, 2021, the Company issued an additional 287,500 founder shares to our sponsor in connection with a recapitalization.
The founders and our officers and directors have
agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50%
of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on
which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business
Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business
Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger,
stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their
ordinary shares for cash, securities or other property.
F-11
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
Promissory Note — Related Party
On December 21, 2020, the Company issued an unsecured
promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Promissory
Note”). The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation
of the Proposed Offering. The outstanding balance under the Promissory Note of $50,000 was repaid at the closing of the Initial Public
Offering on June 24, 2021.
Administrative Services Arrangement
An affiliate of the Sponsor agreed, commencing
on June 24, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available
to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company
may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $10,000 per month for these services.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors
may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans
would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional
Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of
proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to
repay the Working Capital Loans.
Related Party Extension Loans
As discussed in Note 1, the Company may extend
the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months to complete
a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its
affiliates or designees must deposit into the Trust Account $191,667 (approximately $0.033 per Public Share), up to an aggregate of $1,725,000,
or $0.30 per Public Share, on or prior to the date of the applicable deadline, for each one month extension. Any such payments would be
made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated.
If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account
released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore,
the letter agreement with the shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid
for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are
not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.
F-12
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
NOTE 7 –SHAREHOLDERS’ DEFICIT (AS RESTATED)
Ordinary Shares
The Company is authorized
to issue 500,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of the ordinary shares are entitled to one vote for
each ordinary share. At June 24, 2021 there were 1,708,000 ordinary shares issued and outstanding, excluding 5,750,000 ordinary shares
subject to possible redemption.
Rights
Each holder of a right will receive one-tenth
(1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by
it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration
will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination
as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering.
If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the
definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares
will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively
convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable
upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive
any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of
the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure
to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company
be required to net cash settle the rights. Accordingly, the rights may expire worthless.
NOTE 8 – WARRANTS
A summary of warrants activity for the periodended June 24, 2021 is as follows:
| Number of<br> warrants | Weighted<br> average life | ||
|---|---|---|---|
| Public warrants assumed from the Company’s initial Public Offering in June 2021 | 5,750,000 | ||
| Private warrants assumed from the Company’s private placement in June 2021 | 270,500 | ||
| Balance of warrants outstanding as of June 24, 2021 | 6,020,500 | 5 years |
Public Warrants may only be exercised for a
whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become
exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the
registration statement relating to the Initial Offering. No Public Warrants will be exercisable for cash unless the Company has an
effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a
current prospectus relating to such ordinary shares. The Company has agreed that as soon as practicable, but in no event later than
15 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business
days following a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable
upon exercise of the warrants. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon
the exercise of the Public Warrants is not effective within 60 days, the holders may, until such time as there is an effective
registration statement and during any period when the Company shall have failed to maintain an effective registration statement,
exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If
an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The
Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or
liquidation.
F-13
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
The Company may call the warrants for redemption
(excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:
| • | at any time while the Public Warrants are exercisable, |
|---|---|
| • | upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, |
| --- | --- |
| • | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and |
| --- | --- |
| • | if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
| --- | --- |
The Private Warrants will be identical to the
Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares
issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business
Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and will
be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held
by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and
exercisable by such holders on the same basis as the Public Warrants.
If the Company calls the Public Warrants for redemption,
management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”
as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be
adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,
merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.
Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not
receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.
F-14
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
NOTE 9 –FAIR VALUE MEASUREMENTS (AS RESTATED)
The fair value
of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received
in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between
market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks
to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs
(internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to
classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities.<br><br>An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency<br><br>and volume to provide pricing information on an ongoing basis. |
|---|---|
| Level 2: | Observable inputs other than Level 1 inputs. Examples of<br><br>Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities<br><br>in markets that are not active. |
| --- | --- |
| Level 3: | Unobservable inputs based on our assessment of the assumptions<br><br>that market participants would use in pricing the asset or liability. |
| --- | --- |
The following
table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 24, 2021 and
indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| June 24, | Quoted Prices In Active Markets | Significant Other Observable Inputs | Significant Other Unobservable Inputs | |||||
|---|---|---|---|---|---|---|---|---|
| Description | 2021 | (Level 1) | (Level 2) | (Level 3) | ||||
| Assets: | ||||||||
| U.S. Treasury Securities held in Trust Account* | $ | 56,340,014 | $ | 56,340,014 | $ | - | $ | - |
| Liabilities: | ||||||||
| Warrant liabilities (As restated) | $ | 625,000 | $ | - | $ | - | $ | 625,000 |
| * | included in cash and investments held in trust account on<br><br>the Company’s balance sheet. | |||||||
| --- | --- |
The private warrants
are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance
sheets.
The Company established
the initial fair value for the private warrants at $625,000 on June 24, 2021, the date of the Company’s Initial Public Offering,
using a Black-Scholes model. The Company allocated the proceeds received from the sale of Private Units, first to the private warrants
based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible
redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified
as Level 3 at the initial measurement date due to the use of unobservable inputs.
The key inputs
into the binomial model and Black-Scholes model were as follows at their measurement dates:
| June 24, 2021<br><br><br><br>(Initial measurement) | **** | ||
|---|---|---|---|
| Input | PrivateWarrants | ||
| Share price | $ | 10.00 | |
| Risk-free interest rate | 0.90 | % | |
| Volatility | 58.40 | % | |
| Exercise price | $ | 11.50 | |
| Warrant life | 5 years |
F-15
GOLDEN PATH ACQUISITION CORPORATION
NOTES TO BALANCE SHEET
(Currency expressed in United States Dollars(“US$”), except for number of shares)
On June 24, 2021, the aggregate value of Private Warrants was $0.625 million.
To the extent that valuation
is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would
have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining
fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability
for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.
Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in
estimates or assumptions and recorded as appropriate.
NOTE 10 –COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management has evaluated the impact of the COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
future financial position and/or search for a target company, there has been a significant impact as of the date of the financial statement.
The financial statement do not include any adjustments that might result from the future outcome of this uncertainty.
Registration Rights
Pursuant to a registration rights agreement
entered into on June 24, 2021 the holders of the Founder Shares, Private Units (and their underlying securities) and any Units that
may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to registration rights. The
holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such
securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale
such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the
filing of any such registration statements.
Leases
The Company entered into short-term agreements
for temporary office space expiring through June 30, 2021.
Underwriter Agreement
The underwriters are entitled to a deferred fee
of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $1,437,500, of which the Company will have
the right to pay up to 40% of such amount to other advisors retained by the Company to assist it in connection with a Business
Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account,
subject to the terms of the underwriting agreement.
NOTE 11 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred
after the balance sheet date up to the date that the financial statement was issued. The Company did not identify any subsequent events
that would have required adjustment or disclosure in the financial statement.
F-16