UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 001-40519

MicroCloud Hologram Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Room 302, Building A, Zhong Ke Na Neng Building,

Yue Xing Sixth Road, Nanshan District, Shenzhen,

People’s Republic of China 518000

(Address of principal executive offices) (Zip Code)

+86 (0755) 2291 2036

(Registrant’s telephone number, including area code)

Golden Path Acquisition Corporation

100 Park Avenue, New York, New York 10017

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.0001 per share	HOLO	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one-half ordinary share at an exercise price of $11.50 per share	HOLOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

50,812,035 shares of ordinary, par value $0.0001 per share, outstanding as of March 31, 2023.

MicroCloud Hologram Inc.

FORM 10-Q

For the Quarterly Period Ended March 31, 2023

INDEX

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Unaudited Consolidated Balance Sheets	1
	Unaudited Consolidated Statements of Comprehensive Income (Loss)	2
	Unaudited Consolidated Statements Of Changes In Shareholders’ Equity	3
	Unaudited Consolidated Statements of Cash Flows	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52

EXPLANATORY NOTE

On September 16, 2022 (the “Closing Date”), MicroCloud Hologram Inc., a Cayman Islands exempted company (formerly known as Golden Path Acquisition Corporation (“Golden Path”)), consummated (the “Closing”) the previously announced Business Combination (as defined below) pursuant to the Business Combination and Merger Agreement dated September 10, 2021 (as amended on August 5, 2022 and August 10, 2022, the “Merger Agreement”), by and among Golden Path, Golden Path Merger Sub Corporation (“Golden Path Merger Sub”), a Cayman Islands exempted company incorporated for the purpose of effectuating the Business Combination, and MC Hologram Inc. (“MC”), a Cayman Islands exempted company. Please see “Item 1 Financial statements - Note 1 - Nature of Business and Organization” for additional detail regarding the Business Combination.

Unless stated otherwise, this Quarterly Report on Form 10-Q (this “Quarterly Report”) contains information about Golden Path before the Business Combination. References to the “Company,” “we,” “us,” “our,” in this Quarterly Report refer to Golden Path before the consummation of the Business Transaction or MicroCloud Hologram Inc. and/or its consolidated subsidiaries after the Business Combination, as the context suggests.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent management’s expectations or forecasts of future events. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Forward-looking statements in this Form 10-Q may include, for example, statements concerning:

●

changes in the competitive environment, due to macroeconomic conditions or otherwise, or damage to our reputation;

●

fluctuations in currency exchange, interest or inflation rates that could impact our financial condition or results;

●

changes in our accounting estimates and assumptions on our financial statements;

●

the impact of, and potential challenges in complying with, laws and regulations of the jurisdictions in which we operate, particularly given the possibility of differing or conflicting laws and regulations, or the application or interpretation thereof, across such jurisdictions;

●

failure to protect intellectual property rights or allegations that we have infringed on the intellectual property rights of others;

●

the failure to retain, attract and develop experienced and qualified personnel;

●

the effects of natural or man-made disasters, including the effects of the COVID-19 and other health pandemics and the impacts of climate change;

●

any system or network disruption or breach resulting in operational interruption or improper disclosure of confidential, personal, or proprietary data, and resulting liabilities or damage to our reputation;

●

our ability to develop, implement, update and enhance new technology;

●

the actions taken by third parties that perform aspects of our business operations and client services; and

●

our ability to continue, and the costs and risks associated with, growing and developing our business, and entering into new lines of business or products.

Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. We operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no (and expressly disclaim any) obligation to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

iii

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

MICROCLOUD HOLOGRAM INC. AND ITS SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS


	March 31 2023			December 31 2022,
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	20,328,906		$	21,910,338
Accounts receivable, net		9,581,046			11,650,012
Prepayments and other current assets		880,151			894,479
Due from related parties		-			8,740
Inventories, net		274,828			254,879
Total current assets		31,064,931			34,718,448

NON-CURRENT ASSETS
Property and equipment, net		245,863			238,920
Prepayment and deposits, net		77,509			60,460
Intangible assets, net		2,006,803			2,229,386
Investments in unconsolidated entities		87,367			-
Right-of-use assets, net		531,765			589,301
Goodwill		3,080,537			3,067,317
Total non-current assets		6,029,844			6,185,384
Total assets	$	37,094,775		$	40,903,832

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	8,850,864		$	8,874,369
Advance from customers		374,715			493,539
Other payables and accrued liabilities		1,969,638			1,964,501
Due to related parties		-			50,745
Operating lease liabilities - current		226,213			231,483
Loan payable		-			59,444
Taxes payable		82,547			87,319
Total current liabilities		11,503,977			11,761,400

NON-CURRENT LIABILITIES
Operating lease liabilities - noncurrent		323,708			373,298
Deferred tax liabilities		132,777			160,430
Warrant liabilities		61,709			61,709
Total other liabilities		518,194			595,437
Total liabilities		12,022,171			12,356,837

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Ordinary shares, $0.0001 par value		5,081			5,081
Additional paid-in capital		36,701,010			36,701,010
Retained earnings		(12,619,652	)		(9,119,628	)
Statutory reserves		1,722,262			1,722,262
Accumulated other comprehensive loss		(664,865	)		(805,112	)
Total MICROCLOUD HOLOGRAM INC. shareholders’ equity		25,143,836			28,503,613
Non-controlling interest		(71,232	)		43,382
Total Equity		25,072,604			28,546,995
Total liabilities and shareholders’ equity	$	37,094,775		$	40,903,832

MICROCLOUD HOLOGRAM INC. AND ITS SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


	For the Three months ended,
	2023			2022
OPERATING REVENUES
Products	$	1,055,701		$	11,678,900
Services		5,524,030			12,536,311
Total Operating Revenues		6,579,731			24,215,211

COST OF REVENUES
Products		(721,648	)		(11,090,989	)
Services		(1,973,061	)		(2,338,023	)
Total Cost of Revenues		(2,694,709	)		(13,429,012	)

GROSS PROFIT		3,885,022			10,786,199

OPERATING EXPENSES
Provision for doubtful accounts		(2,119,725	)		(20,534	)
Selling expenses		(354,583	)		(252,503	)
General and administrative expenses		(1,108,925	)		(684,577	)
Research and development expenses		(4,106,916	)		(6,553,058	)
Total operating expenses		(7,690,149	)		(7,510,672	)

(LOSS)/INCOME FROM OPERATIONS		(3,805,127	)		3,275,527

OTHER INCOME/(EXPENSE)
Finance income, net		104,183			35,098
Other income, net		57,855			38,172
Total other income, net		162,038			73,270

(LOSS)/PROFIT BEFORE INCOME TAXES		(3,643,089	)		3,348,797
BENEFIT FOR INCOME TAX		28,450			56,710

NET (LOSS)/INCOME	$	(3,614,639	)	$	3,405,507
LESS: NET INCOME/(LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(114,614	)		9,523
NET (LOSS)/INCOME ATTRIBUTABLE TO MICROCLOUD HOLOGRAM INC. ORDINARY SHAREHOLDERS	$	(3,500,025	)	$	3,395,984

OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation adjustment		(1,226	)		(8,136	)
		-
COMPREHENSIVE (LOSS)/INCOME	$	(3,615,865	)	$	3,397,371
LESS: COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(114,614	)		9,523
COMPREHENSIVE (LOSS)/INCOME ATTRIBUTABLE TO MICROCLOUD HOLOGRAM INC. ORDINARY SHAREHOLDERS	$	(3,501,251	)	$	3,387,848

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Weighted average number of ordinary shares outstanding-Basic and diluted		20,071,595			132,000,000

EARNINGS PER SHARE ATTRIBUTABLE TO MICROCLOUD HOLOGRAM INC. ORDINARY SHAREHOLDERS
(Loss)/Earnings per ordinary share - Basic and diluted	$	(0.17	)	$	0.03

MICROCLOUD HOLOGRAM INC. AND ITS SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


												Accumulated
	Ordinary shares				Additional		Retained earnings					other			Non-
			Par		paid-in		Statutory					comprehensive			controlling
	Shares		value		capital		reserves		Unrestricted			(loss)			Interest			Total
Balance as of December 31, 2022		50,812,035	$	5,081	$	36,701,010	$	1,722,262	$	(9,119,628	)	$	(805,112	)	$	43,382		$	28,546,995
Net (loss)/income		-		-		-		-		(3,500,024	)		-			(114,614	)		(3,614,638	)
Foreign currency translation		-		-		-		-		-			140,247			-			140,247
Balance as of March 31, 2023		50,812,035	$	5,081	$	36,701,010	$	1,722,262	$	(12,619,652	)	$	(664,865	)	$	(71,232	)	$	25,072,604

MICROCLOUD HOLOGRAM INC. AND ITS SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Three Months Ended March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income	$	(3,614,638	)	$	3,405,507
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		258,286			260,069
Amortization of operating lease right-of-use assets		60,298			61,210
Provision for doubtful accounts		2,119,725			20,534
Deferred tax benefits		(28,449	)		(73,309	)
Provision for inventory reserve		-			22,753
Interest income					(39,603	)
Loss on disposal of fixed assets					518

Change in operating assets and liabilities:
Accounts receivable		7,290			(5,042,206	)
Prepayment and other current assets		18,250			(779,959	)
Inventories		(18,920	)		2,187
Prepayments and deposits		(16,851	)		(12,748	)
Accounts payable		(61,982	)		2,631,067
Operating lease liabilities		(57,679	)		(56,115	)
Advance from customers		(121,398	)		162,220
Other payables and accrued liabilities		(3,342	)		38,174
Taxes payable		(5,167	)		(328,324	)
Net cash (used in)/provided by operating activities		(1,464,577	)		271,975

CASH FLOWS FROM INVESTING ACTIVITIES:
Short-term investment in time deposit		-			(1,575,746	)
Loan to third parties					(1,575,746	)
Loan repayment from third parties					2,100,381
Investments in unconsolidated entities		(87,690	)		-
Purchases of property and equipment		(31,170	)		(706	)
Net cash provided by/(used in) investing activities		(118,860	)		(1,051,817	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Amounts advanced from related parties		-			63,562
Amounts advanced to related parties		-			(3,196	)
Repayments from related parties		8,810
Repayments to related parties		(51,152	)		(58	)
Repayments of third-party loan		(59,921	)		-
Proceeds of third-party loan					78,787
Net cash provided by/(used in) financing activities		(102,263	)		139,095

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		104,268			(8,906	)

CHANGE IN CASH AND CASH EQUIVALENTS		(1,581,432	)		(649,653	)
CASH AND CASH EQUIVALENTS, beginning of period		21,910,338			7,564,681
CASH AND CASH EQUIVALENTS, end of period	$	20,328,906		$	6,915,028

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$			$	287
Cash paid for interest expense	$	790		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Initial recognition of right-of-use assets and lease liabilities	$	826,272		$	890,864

MICROCLOUD HOLOGRAM INC. AND ITS SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Nature of business and organization

MicroCloud Hologram Inc. (formerly known as Golden Path Acquisition Corporation (“Golden Path” or “the Company”)), a Cayman Islands exempted company, is a leading holographic digitalization technology service provider in China, which is committed to providing first-class holographic technology services to the customers worldwide.

On September 16, 2022, the Company consummated the previously announced business combination pursuant to the Merger Agreement, by and among Golden Path, Golden Path Merger Sub, and MC. Pursuant to the Merger Agreement, MC merged with Golden Path Merger Sub, survived the merger and continued as the surviving company and a wholly owned subsidiary of Golden Path (the “Merger”, and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). Upon the closing of the Business Combination, Golden Path changed its name to MicroCloud Hologram Inc., pursuant to which Golden Path issued 44,554,455 ordinary shares to MC shareholders. Prior to the Transaction Close, the holders of Golden Path ordinary shares had the right to redeem all or a portion of their Golden Path ordinary shares calculated in accordance with Golden Path’s governing documents. At the Closing, each of Golden Path’s public units separated into its components consisting of one ordinary share, one warrant and one right, as a result, the units no longer trade as a separate security. As a result of the closing of the Business Combination, after reflecting the actual redemption of 2,182,470 shares by Golden Path shareholders, MC owns approximately 87.68% of the outstanding Golden Path ordinary shares, the former shareholders of Golden Path owns approximately 11.57% of the outstanding Golden Path ordinary shares, and Peace Asset Management, a private held entity who facilitated the business combination, owns approximately 0.75 % as of March 31, 2023 (not giving effect to any shares issuable to them upon the exercise of any Golden Path warrants). Immediately after giving effect to the Business Combination, MicroCloud has 50,812,035 ordinary shares issued and outstanding, and 6,020,500 warrants outstanding. The proceeds received from the Reverse Recapitalization is $33.2 million, net of certain transaction costs.

As a result of the consummation of the Business Combination, MC is now a wholly owned subsidiary of the Company, which has changed its name to MicroCloud Hologram Inc.

Following the Closing, on September 19, 2022, the ordinary shares and public warrants outstanding upon the Closing began trading on the NASDAQ Stock Exchange (the “NASDAQ”) under the symbols “HOLO” and “HOLOW,” respectively.

The transaction was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States (“GAAP”) because the primary assets of Golden Path would be nominal following the close of the Merger. Under this method of accounting, Golden Path was treated as the “acquired” company for financial reporting purposes and MC was determined to be the accounting acquirer based on the terms of the Merger and other factors including: (i) MC’s stockholders have a majority of the voting power of the combined company, (ii) MC comprises a majority of the governing body of the combined company, and MC’s senior management comprises all of the senior management of the combined company, and (iii) MC comprises all of the ongoing operations of the combined entity. Accordingly, for accounting purposes, this transaction was treated as the equivalent of the Company issuing shares for the net assets of Golden Path, accompanied by a recapitalization. The shares and net loss per common share, prior to the Reverse Recapitalization, have been retroactively restated as shares reflecting the Exchange Ratio established in the Reverse Recapitalization (one Golden Path share for one Company share). The net assets of Golden Path were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of MC.

The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities as of March 31, 2023:


Name	Background		Ownership
MC Hologram Inc (“MC”)	-	A Cayman Islands company	100% owned by MicroCloud
	-	Formed on November 10, 2020
	-	Registered capital of USD 50,000

Quantum Edge HK Limited (“Mengyun HK”)	-	A Hong Kong company	100% owned by MC
	-	Formed on November 25, 2020
	-	Registered capital of HK 10,000 (USD 1,290)
	-	A holding company

Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”)	-	PRC limited liability company	100% owned by Mengyun HK
	-	Formed on May 11, 2021
	-	Registered capital of RMB 207,048,000 (USD 30,000,000)
	-	A holding company

Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”)	-	A PRC limited liability company	81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK
	-	Formed on March 24, 2016
	-	Registered capital of RMB 27,000,000 (USD 4,316,665)
	-	Primarily engages in holographic integrated solutions.

Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”)	-	A PRC limited liability company	100% owned by Shanghai Mengyun
	-	Formed on March 15, 2016
	-	Registered capital of RMB 10,000,000 (USD 1,538,461)
	-	Primarily engages in holographic integrated solutions.

Shenzhen Qianhai Youshi Technology Co., Ltd. (“Qianhai Youshi”)	-	A PRC limited liability company	100% owned by Shanghai Mengyun
	-	Formed on August 14, 2014
	-	Registered capital of RMB 10,000,000 (USD 1,538,461)
	-	Primarily engages in holographic content sales and SDK software services.

Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”)	-	A PRC limited liability company	100% owned by Qianhai Youshi
	-	Formed on September 25, 2008
	-	Registered capital of RMB 10,000,000 (USD 1,538,461)
	-	Primarily engages in holographic content sales and SDK software services.

Name	Background		Ownership
Horgos Youshi Network Technology Co., Ltd. (“Horgos Youshi”)	-	A PRC limited liability company	100% owned by Qianhai Youshi
	-	Formed on November 2, 2020
	-	Registered capital of RMB 1,000,000 (USD 153,846)
	-	Primarily engages in holographic content sales and SDK software services.

Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”)	-	A PRC limited liability company	100% owned by Shenzhen Mengyun
	-	Formed on September 6, 2016
	-	Registered capital of RMB 10,000,000 (USD 1,538,461)
	-	Primarily engages in holographic integrated solutions.

Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”)	-	A PRC limited liability company	100% owned by Shenzhen Mengyun
	-	Formed on April 12, 2016
	-	Registered capital of RMB 10,000,000 (USD 1,538,461)
	-	Primarily engages in holographic PCBA solutions.

Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”)	-	A Hong Kong company	100% owned by Shenzhen Mengyun
	-	Formed on February 2, 2016
	-	Registered capital of HKD 100,000 (USD 12,882)
	-	Primarily engages in holographic integrated solutions.

Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”)	-	A PRC limited liability company	100% owned by Shenzhen Mengyun
	-	Formed on January 6, 2014
	-	Registered capital of RMB 20,000,000 (USD 3,076,922)
	-	Primarily engages in holographic advertising services.

Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”)	-	A PRC limited liability company	100% owned by Shenzhen Mengyun
	-	Formed on December 3, 2021
	-	Registered capital of RMB 5,000,000 (USD 784,671)
	-	Advertising service

Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”)	-	A Hong Kong company	100% owned by Shenzhen Bowei
	-	Formed on November 5, 2020
	-	Registered capital of HKD 10,000 (USD 1,288)
	-	No operation

Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”)	-	A PRC limited liability company	100% owned by Shenzhen Bowei
	-	Formed on November 4, 2020
	-	Registered capital of RMB 1,000,000 (USD 153,846)
	-	Primarily engages in holographic PCBA solutions.

Name	Background		Ownership
Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”)	-	A PRC limited liability company	100% owned by Shenzhen Tianyuemeng
	-	Formed on October 23, 2020
	-	Registered capital of RMB 1,000,000 (USD 153,846)
	-	Primarily engages in SDK software services.

Horgos Tianyuemeng Technology Co., Ltd.-Shenzhen Branch (“Horgos Tianyuemeng-SZ”)	-	A PRC limited liability company	100% owned by Horgos Tianyuemeng
	-	Formed on March 19, 2021
	-	Registered capital of RMB 1,000,000 (USD 153,846)
	-	No operation
	-	Dissolved on December 10, 2021

Shanghai Mengyun Quanyou Vision Technology Co., Ltd (“Shanghai Quanyou”)	-	A PRC limited liability company	100% owned by Shanghai Mengyun
	-	Formed on June 24, 2021
	-	Registered capital of RMB 1,000,000 (USD 153,846)
	-	No operation
	-	Dissolved on September 1, 2021

Ocean Cloud Technology Co., Limited. (“Ocean HK”)	-	A Hong Kong company	56% owned by Mcloudvr HK
	-	Formed on November 4, 2021
	-	Registered capital of HKD 10,000 (USD 1,288)
	-	No operation

Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”)	-	A PRC limited liability company	100% owned by Ocean HK
	-	Formed on December 3, 2021
	-	Registered capital of RMB 50,000,000 (USD 7,846,707)
	-	No operation

Shenzhen Tata Mutual Entertainment Information Technology Co., Ltd. (“Shenzhen Tata”)	-	A PRC limited liability company	100% owned by Shenzhen Haiyun
	-	Formed on January 16, 2020
	-	Sold on June 30, 2022
	-	Registered capital of RMB 5,000,000 (USD 784,671)
	-	Game promotion service

Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”)	-	A PRC limited liability company

SEC Form 10-Q filed by Golden Path Acquisition Corporation