F-3 1 microcloud_f3.htm F-3

As filed with the Securities and Exchange Commission on September 22, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MicroCloud Hologram Inc.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

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)

Puglisi & Associates
850 Library Ave., Suite 204
Newark, Delaware 19711
(302) 738-6680

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
INCORPORATION OF DOCUMENTS BY REFERENCE		13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		14
RISK FACTORS		16
OFFER STATISTICS AND EXPECTED TIMETABLE		19
CAPITALIZATION AND INDEBTEDNESS		20
DILUTION		21
REASONS FOR THE OFFER AND USE OF PROCEEDS		22
DESCRIPTION OF THE SECURITIES		24
DESCRIPTION OF PREFERRED SHARES		30
DESCRIPTION OF DEBT SECURITIES		31
DESCRIPTION OF WARRANTS		33
DESCRIPTION OF RIGHTS		36
DESCRIPTION OF UNITS		37
THE OFFER AND LISTING		38
PLAN OF DISTRIBUTION		39
TAXATION		41
EXPENSES		50
MATERIAL CHANGES		51
ENFORCEABILITY OF CIVIL LIABILITIES		51
LEGAL MATTERS		53
EXPERTS		53
WHERE YOU CAN FIND MORE INFORMATION ABOUT US		53

	Years Ended December 31,
	2020						2021					2022
	RMB			%			RMB			%		RMB			US$			%
Net revenues:
Product sales revenue		101,677,638			47.1			102,209,275			28.5		124,609,677			18,518,305			25.5
Service revenue		114,416,863			52.9			256,440,023			71.5		363,329,187			53,994,530			74.5

Total net revenues		216,094,501			100.0			358,649,298			100.0		487,938,864			72,512,835			100.0

Cost of revenues		(82,400,901	)		38.1			(108,623,048	)		30.3		(264,679,547	)		(39,334,158	)		54.2

Gross profit (loss)		133,693,600			61.9			250,026,250			69.7		223,259,317			33,178,677			45.8

Operating expenses:
Provision for doubtful accounts		(394,147	)		0.2			(515,345	)		0.1		(2,976,474	)		(442,335	)		0.6
Selling expenses		(10,581,880	)		4.9			(5,257,331	)		1.5		(8,824,405	)		(1,311,399	)		1.8
General and administrative expenses		(4,427,827	)		2.0			(20,058,463	)		5.6		(22,936,520	)		(3,408,608	)		4.7
Research and development expenses		(86,047,660	)		39.8			(145,346,168	)		40.5		(331,274,832	)		(49,230,916	)		67.9

Total operating expenses		(101,451,514	)		46.9			(171,177,307	)		47.7		(366,012,231	)		(54,393,258	)		75.0

Profit (loss) from operations		32,242,086			14.9			78,848,943			22.0		(142,752,915	)		(21,214,581	)		(29.3	)

CHANGE IN FAIR VALUE OF WARRANT LIABILITY													4,415,328			656,164			0.9
Other expenses (income):
Finance expenses (income)		(312,400	)		(0.1	)		626,796			0.2		1,669,079			248,043			0.3
Impairment loss for unconsolidated entities					0.0						0.0		(1,600,000	)		(237,777	)		(0.3	)
Other income		212,976			0.1			973,932			0.3		983,466			146,154			0.2

Total other expenses (income)		(99,424	)		(0.0	)		1,600,728			0.5		1,052,545			156,420			0.2

Income (loss) before income tax provision		32,142,662			14.9			80,449,671			22.4		(137,285,042	)		(20,401,997	)		(28.1	)

Income tax provision		(312,216	)		(0.1	)		794,803			0.2		826,141			122,773			0.2

Net income (loss)		31,830,446			14.7			81,244,474			22.7		(136,458,901	)		(20,279,224	)		(28.0	)

	As of December 31,
	2020		2021		2022
	RMB		RMB		RMB		US$
ASSETS:
Current assets
Cash and cash equivalents		30,682,374		48,006,979		151,119,985		21,910,338
Accounts receivable, net		93,070,494		68,256,436		80,352,463		11,650,012
Prepayments and other current assets		4,944,364		624,866		6,169,398		894,479
Due from related parties		8,723,084		20,000		60,280		8,740
Loan receivable		-		13,329,441		-		-
Inventories, net		4,868,651		1,925,511		1,757,949		254,879

Total current assets		142,288,967		132,163,233		239,460,075		34,718,448

Non-current assets
Prepayment and deposits, net		627,042		449,692		417,004		60,460
Property and equipment, net		815,745		294,242		1,647,876		238,920
Intangible asset, net		28,139,129		21,755,762		15,376,524		2,229,386
Investments in unconsolidated entities		-		1,600,000		-		-
Right-of-use assets, net		-		-		4,064,525		589,301
Goodwill		21,155,897		21,155,897		21,155,897		3,067,317

Total non-current assets		50,737,813		45,255,593		42,661,826		6,185,384

TOTAL ASSETS		193,026,780		177,418,826		282,121,901		40,903,832

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		53,094,514		47,016,489		61,208,297		8,874,369
Advance from customers		1,557,177		858,712		3,404,038		493,539
Other payables and accrued liabilities		18,239,913		9,873,516		13,549,553		1,964,501
Current portion of business acquisition payable		50,000,000		-		-		-
Due to related parties		560,546		2,134,558		350,000		50,745
Operating lease liabilities - current		-		-		1,596,584		231,483
Loan payable		-		-		410,000		59,444
Taxes payable		1,867,349		3,249,284		602,254		87,319

Total current liabilities		125,319,499		63,132,559		81,120,726		11,761,400

Non-current liabilities:
Operating lease liabilities - noncurrent		-		-		2,574,711		373,298
Deferred tax liabilities		2,828,942		1,986,994		1,106,519		160,430
Warrant liabilities		-		-		425,619		61,709
Loan payable		33,791,518		-		-		-

Total non-current liabilities		36,620,460		1,986,994		4,106,849		595,437

Total liabilities		161,939,959		65,119,553		85,227,575		12,356,837

	●	may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A;”

	●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

	●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

	●	will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 10-K following the effectiveness of our initial public offering.

	●	our Report of Foreign Private Issuer on Form 6-K filed with the SEC on July 3, 2023;

	●	Our current reports on Form 8-K for September 16, 2022, filed on September 22, 2022;

	●	actual or anticipated fluctuations in our revenue and other operating results;

	●	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

	●	actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

	●	announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

	●	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

	●	lawsuits threatened or filed against us; and

	●	other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

SEC registration fee	US$	14,663.49
Financial Industry Regulatory Authority fees	US$	*
Legal fees and expenses	US$	*
Accounting fees and expenses	US$	*
Printing and postage expenses	US$	*
Miscellaneous expenses	US$	*
Total	US$	*

Exhibit Number		Description of Document
1.1*		Form of Underwriting Agreement

4.1		Registrant’s Specimen Certificate for Ordinary Shares (incorporated herein by reference as an exhibit to to our Current Report on Forms 8-K, filed with the Securities and Exchange Commission on September 22, 2022.)

4.4*		Specimen Preferred Share Certificate and Form of Certificate of Designations of Preferred Shares

4.5*		Form of Indenture

4.6*		Form of Debt Security

SEC Form F-3 filed by Golden Path Acquisition Corporation