SecProbe.io

CORRESP
 1
 filename1.htm

 MicroCloud
Hologram Inc.

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

 Yue
Xing Sixth Road, Nanshan District, Shenzhen,

 People's
Republic of China 518000

 +86
(0755) 2291 2036

 July
 23, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549-7010

 Re:
 MicroCloud
 Hologram Inc.

 Registration
 Statement on Form F-3 (File No. 333-288691)

 Ladies
and Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated
so that it will be made effective at 4:00 p.m. Eastern Time on July 23, 2025, or as soon thereafter as practicable, pursuant to Rule
461(a) of the Securities Act of 1933, as amended (the " Act ").

 The
undersigned registrant is aware of its obligations under the Act.

 Yours
 truly,

 MicroCloud
 Hologram Inc.

 By:
 /s/
 Guohui Kang

 Name:
 Guohui Kang

 Title:
 Chief Executive
 Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

Bei Zhen
Chief Financial Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District, Shenzhen,
People s Republic of China 518000

 Re: MicroCloud Hologram Inc.
 Registration Statement on Form F-3
 Filed July 15, 2025
 File No. 333-288691
Dear Bei Zhen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at
202-551-3453 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Greg Lavelle
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 30, 2025

Ivy Zhen
Chief Financial Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District,
Shenzhen, People's Republic of China 518000

 Re: MicroCloud Hologram Inc.
 Form 20-F for the fiscal year ended December 31, 2024
 File No. 001-40519
Dear Ivy Zhen:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 MicroCloud Hologram Inc.

 June 20, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 Washington, D.C. 20549

 Attn.:
 Melissa Kindelan

 Kathleen Collins

 Re:
 MicroCloud Hologram Inc.

 Form 20-F for the fiscal year ended December 31, 2024

 Response dated June 16, 2025

 File No. 001-40519

 Ladies and Gentlemen:

 MicroCloud Hologram Inc. (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated June 17, 2025 regarding its Form 20-F filed on March 21, 2025.

 Set forth below are the Company’s responses to the Staff’s comments in the Comment Letter. The Staff’s comments are retyped below in bold for your ease of reference, and the Company’s responses are set forth immediately below the Comments.

 Form 20-F for the fiscal year ended December 31, 2024

 General

 1.
 We note from your response to prior comment 2, Lucky Monkey and Tiger Initiatives executed their Convertible Note Agreements on August 12, 2024 and converted such Notes on February 14, 2025. Please tell us the amount of the Notes issued to each party. Also, tell us how such Notes are reflected in the December 31, 2024 balance sheet and where you include a discussion of such Notes in the financial statement footnotes.

 Response:

 The Company respectfully advises the Staff as follows:

 1)
 Pursuant to the Convertible Note Agreement executed on August 12, 2024, the total principal amount of the notes was capped at USD 30,000,000. On August 15, 2024, Notes amounting to USD 8,000,000 and USD 10,000,000 were issued to Lucky Monkey and Tiger Initiative, respectively. An additional USD 8,000,000 in Notes (USD 3,000,000 to Lucky Monkey and USD 5,000,000 to Tiger) were issued in 2025 and converted into Class B ordinary shares on February 14, 2025.

 2)
 The USD 18,000,000 Notes issued to Lucky Monkey and Tiger on August 15, 2024, were fully converted into ordinary shares in 2024. As of December 31, 2024, no outstanding balance of convertible notes remained, and thus such notes were not reflected in the December 31, 2024 balance sheet.

 3)
 The Company has presented the amount and number of shares converted from convertible notes in the Consolidated Statements of Shareholders' Equity (under "Shares converted from convertible promissory note") and Consolidated Statements of Cash Flows (under "Convertible bonds exercise of conversion right"). For financial statement footnotes, the accounting policies for convertible notes are detailed in Note 2, and the specific number of shares converted in 2024 is disclosed in Note 14.

 If you have any questions regarding the Company’s responses to the Staff’s comments, please contact us via e-mail at ivy@mcvrar.com or by phone at +86 (0755) 2291 2036.

 Very truly yours,

 /s/ Ivy Zhen

 Ivy Zhen

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 17, 2025

Ivy Zhen
Chief Financial Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District,
Shenzhen, People's Republic of China 518000

 Re: MicroCloud Hologram Inc.
 Form 20-F for the fiscal year ended December 31, 2024
 Response dated June 16, 2025
 File No. 001-40519
Dear Ivy Zhen:

 We have reviewed your June 16, 2024 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe the
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 9,
2025 letter.

Form 20-F for the fiscal year ended December 31, 2024
General

1. We note from your response to prior comment 2, Lucky Monkey and Tiger
Initiatives
 executed their Convertible Note Agreements on August 12, 2024 and
converted such
 Notes on February 14, 2025. Please tell us the amount of the Notes
issued to each
 party. Also, tell us how such Notes are reflected in the December 31,
2024 balance
 sheet and where you include a discussion of such Notes in the financial
statement
 footnotes.
 June 17, 2025
Page 2

 Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at
202-551-
3499 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 MicroCloud
 Hologram Inc.

 June 16,
 2025

 VIA
 EDGAR
 Division
 of Corporation Finance
 Office
 of Technology
 Securities
 and Exchange Commission
 Washington,
 D.C. 20549

 Attn.:
 Melissa
 Kindelan

 Kathleen
 Collins

 Re: MicroCloud
 Hologram Inc.

 Form
 20-F for the fiscal year ended December 31, 2024

 Response
 dated May 30,2025

 File
 No. 001-40519

 Ladies
 and Gentlemen:

 MicroCloud
 Hologram Inc. (the “Company”, “we”, “us” or “our”) hereby transmits its response
 to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
 dated June 9, 2025 regarding its Form 20-F filed on March 21, 2025.

 Set
 forth below are the Company’s responses to the Staff’s comments in the Comment Letter. The Staff’s comments are
 retyped below in bold for your ease of reference, and the Company’s responses are set forth immediately below the Comments.

 Form
 20-F for the fiscal year ended December 31, 2024 Results of Operations
 General
 and administrative expenses.page 70

 1. We
 note your response to prior comment 5. Please explain how the “exercise” of shares
 issued pursuant to the 2023 Equity Incentive Plan resulted in the recognition of compensation
 expense. In your response tell us the type of awards issued in both fiscal 2023 and 2024
 and the terms of such awards. Also, revise to include disclosures pursuant to ASC718-10-50-1
 and 50-2 in future filings.

 Response:

 The
 Company respectfully acknowledges the Staff’s comment and advises as follows:

 1) Under
 the authority granted by its 2023 Equity Incentive Plan (the “Plan”), the Company
 issued awards of Company shares as a bonus. Consistent with the stated purposes of the Plan,
 these grants were designed to retain key personnel and promote the success of the Company’s
 business. As these specific bonus awards were structured to be fully vested upon grant with
 no future service conditions, the full fair value of the awards was recognized general and
 administrative expense in the year they were granted.；

 2) The
 company will include the following supplemental disclosure, as detailed in the description
 below:

 Share-based
 compensation

 On
 August 28, 2023, the Company adopted the 2023 Employee Stock Incentive Plan (“2023 Plan”).

 Under
 the 2023 Plan, the Board of Directors has approved that a maximum aggregate number of shares that may be issued pursuant to all
 awards under the 2023 Plan, as amended, shall be 44,800 shares*. All stocks granted under the 2023 Plan are immediately exercisable
 on the grant date.

 For
 the year ended December 31, 2023, the Company, as amended, granted the Service Providers (as defined in the 2023 Plan) 43,000
 shares* unconditionally at a fair value of USD 104.20 per share* in 2023. The compensation cost recognized in General and administrative
 expenses was USD 4,480,600 (RMB 32,164,435) for this Employee Stock Incentive Plan for the year ended December 31, 2023. All
 compensation cost was recognized in current year.

 For
 the year ended December 31, 2024, the Company, as amended, granted the Service Providers (as defined in the 2023 Plan) another
 1,800 shares* unconditionally at a fair value of USD 74.60 per share* in 2024. The compensation cost recognized in General and
 administrative expenses was USD 134,280 (RMB 952,555) for this Employee Stock Incentive Plan for the year ended December 31,
 2024. All compensation cost was recognized in current year.

 The
 fair value of the grant date was calculated as the average of the highest and lowest market prices on the grant date.

 * The
 shares and fair value per share are presented on a retroactive basis to reflect the Share
 Consolidation and the reclassification of Class A and Class B ordinary shares.

 2. Please
 address the following as it relates to your response to prior comment 6:

 ● Tell
 us the date on which the company determined that Tiger Initiative Investment Ltd (Tiger)
 and Lucky Monkey Holdings Limited (Lucky Monkey) would receive Class B Ordinary shares and
 the exact date during fiscal 2025 when such shares were issued to each entity.

 Response:

 On
 February 14, 2025, Tiger and Lucky Monkey exercised their convertible note conversion rights, resulting in the issuance of
 10,000,000 and 6,000,000 Class B Ordinary Shares to each entity, respectively.

 ● You
 state that the shares were allocated exclusively to Tiger and Lucky Monkey in accordance
 with the Convertible Note Purchase Agreement and you reference a Form 6-K filed on August 14,
 2024. However, the terms of the Agreement included in such filing do not refer to the issuance
 of Class B Ordinary shares. Please explain.

 Response:

 The
 transaction documents executed by Lucky Monkey and Tiger on August 12, 2024, explicitly authorized the conversion of convertible
 notes into the Company’s “authorized ordinary shares.” On September 27, 2024, the Company’s shareholders
 approved an amendment to the memorandum and articles of association (the “charter”) reclassifying existing ordinary
 shares into Class A and Class B ordinary shares, which became effective immediately upon approval. As a result, holders who had
 not exercised their conversion rights by the date of the shareholder meeting asserted that they were entitled to elect conversion
 into either Class A or Class B ordinary shares.

 Holders
 had the right to convert into “ordinary shares” as defined by the Company’s charter at the time of conversion.
 As the charter amendment redefined “ordinary shares” to include both Class A and Class B shares, Lucky Monkey and Tiger
 elected to convert into Class B shares based on their own commercial considerations. In light of the terms of the transaction documents
 and the subsequent charter amendment reclassifying its authorized share capital, the debtor determined it lacked a strong basis
 upon which to negotiate the holders’ election to receive Class B Ordinary Shares upon conversion.

 The
 transaction documents did not restrict the selection of share classes, and all eligible note holders received equal rights during
 the conversion period. Lucky Monkey and Tiger’s election of Class B shares constituted a voluntary exercise of contractual
 rights, consistent with the terms of the Agreements and the Company’s governance regulations.

 2

 ● Tell
 us how you determined that only Tiger and Lucky Monkey would receive Class B Ordinary shares
 in exchange for their convertible notes.

 Response:

 The
 Company did not determine that only Tiger and Lucky Monkey would receive Class B shares.

 ● Tell
 us whether there are any related party interests between Tiger (including it’s sole
 owner, Zongge Zhange), Lucky Monkey (including its sole owner, Jiahui Lu), the company, and
 its officers and directors including Wei Peng, the Chairman of the Board and if so, revise
 to disclose such information. In this regard, we note as part of the Business Combination
 with Golden Path Acquisition, Tiger, Lucky Monkey and others gave their voting rights to
 Best Road Holdings Limited, an entity owned by Wei Peng.

 Response:

 There
are no related-party interests, including equity connections or cross-directorships, between Tiger (including its sole owner Zongge Zhange),
Lucky Monkey (including its sole owner Jiahui Lu), the Company, and its officers and directors (including Chairman of the Board Wei Peng).

 The
 Company understands that during the de-SPAC merger, various shareholders, including Tiger, Lucky Monkey, and Best Road Holdings
 Limited (an entity controlled by Chairman Wei Peng), shared a common objective to ensure the successful completion of the transaction.
 On previous advice of transaction counsel to the Company for the De-SPAC merger, alignment in voting decisions was market practice.
 In addition, alignment stemmed from each shareholder’s independent determination that the merger was in their own best financial
 and strategic interests. This convergence of interests on a specific corporate action does not constitute a voting agreement, an
 arrangement to act in concert, or any other form of control relationship.

 If
 you have any questions regarding the Company’s responses to the Staff’s comments, please contact us via e-mail at ivy@mcvrar.com
 or by phone at +86 (0755) 2291 2036.

 Very
 truly yours,

 /s/
 Ivy Zhen

 Ivy
 Zhen

 Chief
 Financial Officer

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

Ivy Zhen
Chief Financial Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District,
Shenzhen, People's Republic of China 518000

 Re: MicroCloud Hologram Inc.
 Form 20-F for the fiscal year ended December 31, 2024
 Response dated May 30, 2025
 File No. 001-40519
Dear Ivy Zhen:

 We have reviewed your May 30, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 20,
2025 letter.

Form 20-F for the fiscal year ended December 31, 2024
Results of Operations
General and administrative expenses, page 70

1. We note your response to prior comment 5. Please explain how the
"exercise" of
 shares issued pursuant to the 2023 Equity Incentive Plan resulted in the
recognition of
 compensation expense. In your response tell us the type of awards issued
in both
 fiscal 2023 and 2024 and the terms of such awards. Also, revise to
include disclosures
 pursuant to ASC 718-10-50-1 and 50-2 in future filings.
 June 9, 2025
Page 2
General

2. Please address the following as it relates to your response to prior
comment 6:
 Tell us the date on which the company determined that Tiger
Initiative Investment
 Ltd (Tiger) and Lucky Monkey Holdings Limited (Lucky Monkey) would
receive
 Class B Ordinary shares and the exact date during fiscal 2025 when
such shares
 were issued to each entity.
 You state that the shares were allocated exclusively to Tiger and
Lucky Monkey
 in accordance with the Convertible Note Purchase Agreement and you
reference a
 Form 6-K filed on August 14, 2024. However, the terms of the
Agreement
 included in such filing do not refer to the issuance of Class B
Ordinary shares.
 Please explain.
 Tell us how you determined that only Tiger and Lucky Monkey would
receive
 Class B Ordinary shares in exchange for their convertible notes.
 Tell us whether there are any related party interests between Tiger
(including it's
 sole owner, Zongge Zhange), Lucky Monkey (including its sole owner,
Jiahui
 Lu), the company, and its officers and directors including Wei Peng,
the
 Chairman of the Board and if so, revise to disclose such
information. In this
 regard, we note as part of the Business Combination with Golden Path
 Acquisition, Tiger, Lucky Monkey and others gave their voting rights
to Best
 Road Holdings Limited, an entity owned by Wei Peng.

 Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at
202-551-
3499 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 MicroCloud
Hologram Inc.

 May
30, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Technology

 Securities
and Exchange Commission

 Washington,
D.C. 20549

 Attn.:
 Melissa Kindelan

 Kathleen Collins

 Re: MicroCloud
Hologram Inc.

 Form
20-F for the fiscal year ended December 31, 2024

 File
No. 001-40519

 Ladies
and Gentlemen:

 MicroCloud
Hologram Inc. (the "Company", "we", "us" or "our") hereby transmits its response to the
letter received from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"),
dated May 20, 2025 regarding its Form 20-F filed on March 21, 2025.

 Set
forth below are the Company's responses to the Staff's comments in the Comment Letter. The Staff's comments are retyped
below in bold for your ease of reference, and the Company's responses are set forth immediately below the Comments.

 Form
20-F for the fiscal year ended December 31, 2024

 Risk
Factors

 If
our equity ownership is challenged by the PRC authorities..., page 23

 1. We
note changes you made to your disclosure relating to legal and operational risks associated with operating in China and PRC regulations.
It is unclear to us that there have been changes in the regulatory environment in the PRC since the filing of your prior Form 20-F on
April 2, 2024, which would warrant revised disclosure to mitigate the challenges you face and related disclosures. For additional guidance,
please refer to the Division of Corporation Finance's Sample Letter to China-Based Companies, issued December 2021 and July 2023.
In future filings, please restore your disclosure.

 Response:
 The Company acknowledges the Staff's comment and will restore the disclosure in future filings.

 Operating
and Financial Review and Prospects

 Key
Factors Affecting Results of Operations, page 65

 2. You
state that your ability to increase the number of customers and average revenue for holographic technology services are key factors affecting
your results. In addition, on page 5 you discuss how your results of operations may be harmed if your are unable to retain customers.
We further note in response to comment 27 in your letter dated December 30, 2021, you added the number of customers and customer retention
rates to your disclosures. Please revise to disclose the number of customers and customer retention rate for each period presented or
tell us what measures management uses to monitor customer expansion and retention, and include a quantified discussion of such measures
in future filings. Similarly, tell us what measures you use to manage the holographic solutions business and revise accordingly. Refer
to SEC Release 33-10751.

 Response:
 We have revised the disclosures, as detailed in Comment 2 of Annex A attached hereto.

 Results
of Operations Revenue, page 68

 3. Please
revise to include the segment results, as disclosed on page F-40, and include a discussion of the period-over-period changes for each
segment in future filings. Ensure that your revised disclosures include a quantified discussion of the impact of the Yichang Ji Yue acquisition
on your cost of revenue for your holographic technology service segment. In this regard, we note you attribute the significant growth
in cost of revenue to such transaction in your disclosures on page 69, without quantifying such impact. Refer to Item 5.A of Form 20-F
and Section III.B of SEC Release 33-8350.

 Response:
 We have revised the disclosures related to revenues and cost of revenues on pages 68 and
69 in 20-F, as detailed in Comments 3 & 4 of Annex A attached hereto.

 4. You
disclose service revenue increased from the year ended December 31, 2023 to the year ended December 31, 2024 due to increased marketing
efforts on the internet advertising business. However, you attribute the significant increase in cost of services revenue for the same
period mainly due to the business combination of Beijing Ji Yue and Yihang Ji Yue in 2024. Please revise in future filings to quantify
and discuss the impact of this acquisition on service revenue and separately quantify the impact of the increased marketing efforts on
the increase in revenue.

 Response:
 See response in Comments 3 & 4 of Annex
A attached hereto.

 General
and administrative expenses, page 70

 5. You
indicate that the reason for the reduction in general and administrative expenses from the year ended December 31, 2023 compared to the
year ended December 31, 2024 was due the company implementing an employee equity incentive plan in 2023. Please tell us, and revise in
future filings to explain, how this resulted in a decrease in this line item.

 Response: The
Company filed Form S-8 on 28 August 2023 which registers 8,960,000 ordinary shares, to be issued by the Company pursuant to the 2023
Equity Incentive Plan. In 2023, 8,600,000 shares were exercised, recognizing administrative expenses of RMB 32.2 million. In 2024,
360,000 shares were exercised, recognizing administrative expenses of RMB 1.0 million.

 Consolidated
Balance Sheets, page F-3

 6. We
note that on September 27, 2024, 100.0 million Ordinary Shares were re- designated as Class B Ordinary Shares with 20 votes per share.
Disclosures on page 81 indicate that Tiger Initiative Investment Ltd. and Lucky Monkey Holding Limited hold 10.0 million and 6.0 million
shares, respectively at December 31, 2024. Please tell how you determined which shareholders would receive Class B Ordinary shares. Clarify
whether Class B shares were issued to any other shareholders and if so, how many. Also, explain why such shares are not reflected in
the December 31, 2024 financial statements or revise as necessary.

 Response: The
Company respectfully acknowledges the Staff's comment and advises as follows:

 2

 1、Shareholders
Allocated Class B Ordinary Shares

 As
of March 12, 2025（the last executable date of the 20-F）, the Company confirms that the Class B Ordinary Shares were allocated
exclusively to Tiger Initiative Investment Ltd. and Lucky Monkey Holding Limited in accordance with the Convertible Note Purchase Agreement
(Form 6-K filed with the SEC on August 15, 2024). As of March 12, 2025, no Class B Ordinary Shares had been issued to other shareholders.

 2、Clarification
on Share Re - designation Date and Financial Statement Presentation

 Pursuant
to the requirements of Form 20 - F under the United States Securities Exchange Act, the date referenced in Annex A, Comment 6 has been
revised to March 12, 2025 to reflect the most recent practicable date as mandated by SEC regulations. The 10.0 million and 6.0 million
shares of Class B Ordinary Shares held by Tiger Initiative Investment Ltd. and Lucky Monkey Holding Limited, respectively, were all issued
by the Company in 2025. Disclosures on page 81 set forth that the share distribution as of March 12, 2025. Pursuant to ASC 505-10-S99-4,
as this situation does not constitute a stock dividend, stock split or reverse split, the Company is not required to give retroactive
effect in the balance sheet. Accordingly, such shares are not reflected in the December 31, 2024 financial statements.

 If
you have any questions regarding the Company's responses to the Staff's comments, please contact us via e-mail at ivy@mcvrar.com
or by phone at +86 (0755) 2291 2036.

 Very truly
 yours,

 /s/
 Ivy Zhen

 Ivy Zhen

 Chief Financial Officer

 3

 Annex
A

 Comments
2

 Key
Factors Affecting Results of Operations

 Our
results of operations are affected by the factors discussed below.

 Our
ability to increase the number of customers and average revenue for Holographic technology services

 Approximately
68.4%, 66.4% and 55.6% of our revenues were generated from our Holographic technology services for the years ended December 31, 2022,
2023 and 2024 respectively.

The
Company's total customers were 180 and 119, respectively for the years ended December 31, 2022 and 2023, representing a33.9%
decrease, of which 76 are new customers. The decrease in the number of customers led to a decline in total revenue. Total customers were
119 and 142, respectively for the year ended December 31, 2023 and 2024, representing a 19.3% increase, of which 102 are new customers.
Due to the increase in the total number of customers, the total revenue has also increased.

The
Company considers customers with or over RMB 0.5 million revenue as high paying customers. The numbers of high payment customers
are 65 and 42, respectively for the years ended December 31, 2022 and 2023, representing 97.5% and 96.1% of total revenue for
each period and a 58.9% decrease. The numbers of high payment customers are 42 and 69, respectively for the years ended December 31,
2023 and 2024, representing 96.1% and 96.6% of total revenue for each period and a 43.4% increase. the Company's overall customer
retention rates are 31% and 24% respectively for the years ended December 31, 2022 and 2023. Retention rates of high paying customer
are 38% and 29% respectively for the same period. Retention rates of the Company's top 10 customers are both 50% for the years
ended December 31, 2022, and 2023, respectively. Retention rates of the Company's top 20 customers are 45% and 55% for the
years ended December 31, 2022, and 2023, respectively.

The
Company's overall customer retention rates are 24% and 34% respectively for the year ended December 31, 2023 and 2024. Retention
rates of high paying customer are 29% and 43% respectively for the same period. Retention rates of the Company's top 10 customers
are50% and 30% for the year ended December 31, 2023 and 2024, respectively. Retention rates of the Company's top 20 customers
are 55% and 20% for the year ended December 31, 2023 and 2024, respectively. Retention rate is calculated by first counting the
number of customers at the beginning of the period (denominator) and the number of old customers during measurement period (numerator),
then dividing the numerator by the denominator. Old customers repeating customer who keeps loyalty to the company's services throughout
the measurement periods and calculated as number of total customers at the end of measurement period minus new customers obtained during
the measurement period. Customers counted for the purpose of calculating retention rate are based on those that were customers at any
point during the period. The Company's total customers increase from 119 for the year ended December 31, 2023 to 142 for year
ended December 31, 2024. The increase is mainly due to (i) the business combination of Beijing Ji Yue and Yichang Ji Yue in 2024,
which brought in 51 new customers. (ii) The Company disposed of Shenzhen Youmi, Qianhai Youshi, Shenzhen Tianyuemeng and their subsidiaries
in 2023, led to 31 old customers to cease collaboration.

The
Company's overall customer retention rates are 24% and 34%, for the year ended December 31, 2023 and 2024. This is due to
the fact that the company adopts ​data-driven customer management. The company leverage data analytics
to deliver ​personalized product solutions​ and ​tailored
service experiences​ to improve our service quality. Additionally, by monitoring ​
performance metrics such as high paying customers​ rate and ​new customer
acquisition rate, we dynamically allocate resources to prioritize key accounts while optimizing client relationship maintenance frameworks.

 Our
ability to increase our revenues and enhance our profitability will depend on our ability to continue to increase our customer base and
revenue per customer for our Holographic technology services. To achieve this, we strive to increase our marketing efforts and to enhance
the quality and capabilities of our technologies.

 4

 Comments
3 & 4

 Revenues

 We
generate revenues primarily through (i) sales of product related to holographic solutions services, which include LiDAR and other holographic
technology hardware products, licensing and content products, and technology development service, and (ii) services related to holographic
technology services, which include holographic technology advertising, software development kit ("SDK") service, and game
promotion services.

 Our
breakdown of revenues for the years ended December 31, 2022, 2023 and 2024, respectively, is summarized below:

 Year ended December 31,

 2022
 2023
 2024

 RMB
 RMB
 RMB

 Amount
 Percentage
 Amount
 Percentage
 Amount
 Percentage

 Revenues:

 Products
 124,609,677
 26 %
 22,401,569
 11 %
 7,903,228
 3 %

 Services
 363,329,187
 74 %
 181,146,436
 89 %
 282,394,756
 97 %

 Total revenues
 487,938,864
 100 %
 203,548,005
 100 %
 290,297,984
 100 %

 Products
Revenues

 Our
products revenue was RMB 7.9 million (USD 1.1 million) for 2024, compared to RMB 22.4 million and RMB 124.6 million, respectively, for
2023 and 2022.

 Our
product revenue decreased by approximately RMB 102.2 million from approximately RMB 124.6 million for the year ended December 31, 2022
to approximately RMB 22.4 million for the year ended December 31, 2023. A decrease of 82.0%. The decrease was mainly due to market changes
affecting the demand for our products and the reduced demand for holographic solutions from our customers.

 The
revenue of our products, which decreased by approximately RMB 14.5 million, decrease of 64.7%, from approximately RMB 22.4 million for
the year ended December 31, 2023, compared to approximately RMB 7.9 million (USD 1.1 million) for the year ended December 31,
2024. The decline is due to the reduced demand for holographic solutions from our customers.

 Services
Revenues

 Our
Services revenues was RMB 282.4 million (USD 39.7 million) for 2024, compared to RMB 181.1 million and RMB 363.3 million, respectively,
for 2023 and 2022.

 Our
services revenue decreased by approximately RMB 182.2 million, or 50.1%, from approximately RMB 363.3 million for the year ended December 31,
2022, to approximately RMB 181.1 million for the year ended December 31, 2023. This decrease was mainly attributed to the overall
market environment for Internet advertising, with lower customer demand and fewer customers.

 Our
services revenue increased by approximately RMB 101.2 million, or 55.9%, from approximately RMB 181.1 million for the year ended December 31,
2023, to approximately RMB 282.4 million (USD 39.7 million) for the year ended December 31, 2024. This increase was mainly attributed
to the increased marketing efforts on the Internet advertising business, which tapped the potential demand of customers and increased
the number of customers.

 5

 Year ended December 31,

 2022
 2023
 2024

 RMB
 RMB
 RMB

 Amount
 Percentage
 Amount
 Percentage
 Amount
 Percentage

 Revenues:

 Holographic solutions
 153,996,661
 32 %
 68,345,506
 34 %
 128,892,234
 44 %

 Holographic technology service
 333,942,203
 68 %
 135,202,499
 66 %
 161,405,749
 56 %

 Total revenues
 487,938,864
 100 %
 203,548,005
 100 %
 290,297,984
 100 %

 Holographic
solutions Revenues

Our
holographic solutions revenues was RMB 128.9 million (USD18.1 million) for 2024, compared to RMB 68.3 million and RMB 154.0 million,
respectively, for 2023 and 2022.

Our
holographic solutions revenues decreased by approximately RMB 85.7 million from approximately RMB 154.0 million for the year ended December
31, 2022 to approximately RMB 68.3 million for the year ended December 31, 2023. A decrease of 55.6%. The decrease was mainly due to
market changes affecting the demand for our products and the reduced demand for holographic solutions from our customers.

The
revenues of our holographic solutions, which increased by approximately RMB 60.5 million, crease of 88.6%, from approximately RMB 68.3
million for the year ended December 31, 2023, compared to approximately RMB 128.9million (USD 18.1 million) for the year ended December 31,
2024. This significant increase was mainly attributable to the business expansion of Mcloudvr HK in 2024, which has brought a significant
increase of RMB 69.1 million in holograp

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Ivy Zhen
Chief Financial Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District,
Shenzhen, People's Republic of China 518000

 Re: MicroCloud Hologram Inc.
 Form 20-F for the fiscal year ended December 31, 2024
 File No. 001-40519
Dear Ivy Zhen:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the fiscal year ended December 31, 2024
Risk Factors
If our equity ownership is challenged by the PRC authorities..., page 23

1. We note changes you made to your disclosure relating to legal and
operational risks
 associated with operating in China and PRC regulations. It is unclear to
us that there
 have been changes in the regulatory environment in the PRC since the
filing of your
 prior Form 20-F on April 2, 2024, which would warrant revised disclosure
to mitigate
 the challenges you face and related disclosures. For additional
guidance, please refer
 to the Division of Corporation Finance s Sample Letter to China-Based
Companies,
 issued December 2021 and July 2023. In future filings, please restore
your disclosure.
Operating and Financial Review and Prospects
Key Factors Affecting Results of Operations, page 65

2. You state that your ability to increase the number of customers and
average revenue
 for holographic technology services are key factors affecting your
results. In addition,
 May 20, 2025
Page 2

 on page 5 you discuss how your results of operations may be harmed if
your are
 unable to retain customers. We further note in response to comment 27 in
your letter
 dated December 30, 2021, you added the number of customers and customer
retention
 rates to your disclosures. Please revise to disclose the number of
customers and
 customer retention rate for each period presented or tell us what
measures
 management uses to monitor customer expansion and retention, and include
a
 quantified discussion of such measures in future filings. Similarly,
tell us what
 measures you use to manage the holographic solutions business and revise
 accordingly. Refer to SEC Release 33-10751.
Results of Operations
Revenue, page 68

3. Please revise to include the segment results, as disclosed on page F-40,
and include a
 discussion of the period-over-period changes for each segment in future
filings.
 Ensure that your revised disclosures include a quantified discussion of
the impact of
 the Yichang Ji Yue acquisition on your cost of revenue for your
holographic
 technology service segment. In this regard, we note you attribute the
significant
 growth in cost of revenue to such transaction in your disclosures on
page 69, without
 quantifying such impact. Refer to Item 5.A of Form 20-F and Section
III.B of SEC
 Release 33-8350.
4. You disclose service revenue increased from the year ended December 31,
2023 to the
 year ended December 31, 2024 due to increased marketing efforts on the
internet
 advertising business. However, you attribute the significant increase in
cost of
 services revenue for the same period mainly due to the business
combination of
 Beijing Ji Yue and Yihang Ji Yue in 2024. Please revise in future
filings to quantify
 and discuss the impact of this acquisition on service revenue and
separately quantify
 the impact of the increased marketing efforts on the increase in
revenue.
General and administrative expenses, page 70

5. You indicate that the reason for the reduction in general and
administrative expenses
 from the year ended December 31, 2023 compared to the year ended
December 31,
 2024 was due the company implementing an employee equity incentive plan
in 2023.
 Please tell us, and revise in future filings to explain, how this
resulted in a decrease in
 this line item.
Consolidated Balance Sheets, page F-3

6. We note that on September 27, 2024, 100.0 million Ordinary Shares were
re-
 designated as Class B Ordinary Shares with 20 votes per share.
Disclosures on page
 81 indicate that Tiger Initiative Investment Ltd. and Lucky Monkey
Holding Limited
 hold 10.0 million and 6.0 million shares, respectively at December 31,
2024. Please
 tell how you determined which shareholders would receive Class B
Ordinary shares.
 Clarify whether Class B shares were issued to any other shareholders and
if so, how
 many. Also, explain why such shares are not reflected in the December
31, 2024
 financial statements or revise as necessary.
 May 20, 2025
Page 3

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at
202-551-
3499 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

MicroCloud
Hologram Inc.

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

Yue
Xing Sixth Road, Nanshan District, Shenzhen,

People’s
Republic of China 518000

+30-216-600-2400

    June
    7, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549-7010

    Re:
    MicroCloud
    Hologram Inc.

    Registration
    Statement on Form F-3 (File No. 333-279753)

Ladies
and Gentlemen:

The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated
so that it will be made effective at 4:00 p.m. Eastern Time on June 7, 2024, or as soon thereafter as practicable, pursuant to Rule 461(a)
of the Securities Act of 1933, as amended (the “Act”).

The
undersigned registrant is aware of its obligations under the Act.

    Yours
    truly,

    MicroCloud
    Hologram Inc.

    By:
    /s/
    Guohui Kang

    Name:
    Guohui
    Kang

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
June 3, 2024
Guohui Kang
Chief Executive Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building
Yue Xing Sixth Road, Nanshan District, Shenzhen
People’s Republic of China 518000
Re:MicroCloud Hologram Inc.
Registration Statement on Form F-3
Filed May 28, 2024
File No. 333-279753
Dear Guohui Kang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

MicroCloud Hologram
Inc.

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

Yue Xing Sixth Road,
Nanshan District, Shenzhen,

People’s Republic
of China 518000

+30-216-600-2400

    October 19, 2023

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F Street, NE

Washington, D.C. 20549-7010

    Re:
    MicroCloud Hologram Inc.

    Registration Statement on Form F-3 (File No. 333-274650)

Ladies and Gentlemen:

The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated
so that it will be made effective at 4:00 p.m. Eastern Time on October 19, 2023, or as soon thereafter as practicable, pursuant to Rule
461(a) of the Securities Act of 1933, as amended (the “Act”).

The
undersigned registrant is aware of its obligations under the Act.

    Yours truly,

    MicroCloud Hologram Inc.

    By:
    /s/
    Guohui Kang

    Name:
    Guohui Kang

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

MicroCloud
Hologram Inc.

October
11, 2023

VIA
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Ms.
    Uwem Bassey

Ms.
Jan Woo

 Re: MicroCloud
Hologram Inc.

Registration
Statement on Form F-3

Filed
September 22, 2023

File
No. 333-274650

Ladies
and Gentlemen:

MicroCloud
Hologram Inc. (the “Company”, “we”, “us” or “our”) hereby transmits its response to the
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated October 6, 2023 regarding its Form F-3.

Set
forth below are the Company’s responses to the Staff’s comments in the Comment Letter. The Staff’s comments are retyped
below in bold for your ease of reference. The Company respectfully advises the Staff that where the Company proposes to add or revise
disclosure in its Registration Statement on Form F-3 in response to the Staff’s comments, the changes to be made will be subject
to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.

Form
F-3 filed September 22, 2023

Cover
Page

1.
It appears that the officers, directors and significant shareholders hold 91.25% of the 50,812,035
ordinary shares but you indicate that 30,696,307 ordinary shares are held by non-affiliates.
Please tell us how you calculated your public float and the number of shares held by non-affiliates.

According
to Rule 405 promulgated under the Securities Act of 1933 and Rule 12b-2 under the Exchange Act of 1934, an affiliate is defined as “.
. . a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the person specified.”

The
Company is aware that typical examples of affiliates include executive officers, directors, large shareholders, subsidiaries, parent
entities and sister companies of the issuer and its affiliates. The Company understands that the determination of whether a “person”
is affiliated with the issuer is a facts and circumstances test, and two entities may be affiliated even when one owns less than a majority
of the voting shares of the other. In the securities context, although there is no bright-line test that determines affiliate status,
the Company is aware that the general consensus is that officers, directors and 10% equity ownership of an issuer are generally presumed
to be affiliates of that issuer.

In response to the Staff’s
query, in accordance with the definition above and analysis of the facts and circumstances which may lead the Company to determine
that non-executive shareholders owning less than 10% of our ordinary shares may be deemed affiliates, the Company calculated its
public float (and shares owned by non-affiliates) by subtracting the market value of ordinary shares held by our officers, directors
and the beneficial owners of more than 10 percent as of September 16, 2023, from the market value of the total ordinary shares
outstanding as last reported in our annual report on Form 10-K on March 14, 2023 (as amended). As a result of our calculation, the
Company has determined that the public float is approximately $54,038,230, based on 30,021,239 ordinary shares owned by
non-affiliates.

In
the Company’s initial filing of the Registration Statement on Form F-3, which provided that the total number of ordinary shares
held by non-affiliates was 30,696,307, the Company inadvertently failed to account for a number of shares owned by certain affiliate.

The
Company has revised the disclosure in the Form F-3 on the Cover Page, as follows:

“The
aggregate market value of our outstanding ordinary shares held by non-affiliates as of September 16, 2023 is approximately $54,038,230,
based on 30,021,239 ordinary shares held by non-affiliates as of such date, and a closing price of our ordinary shares on the Nasdaq
Capital Market was $1.80 on September 16, 2023. As of the date hereof, we have not sold any securities pursuant to General Instruction
I.B.5 of Form F-3 during the period of twelve calendar months immediately prior to and including the date hereof.”

      2

For the Staff’s ease of reference,
the Company prepared a table of affiliate shareholding:

    Ordinary Shares

    Voting Power

    Name and Address of Beneficial Owner
    Number

    %

    (%)

    Executive Officers and Directors

    Guohui Kang(1)
      5,063,006
      9.96 %
      9.96 %

    Bei Zhen
      —
      —
      —

    Guolong Qi
      —
      —
      —

    Jianbo Zhou(2)
      675,068
      1.33 %
      1.33 %

    Wei Peng(3)
      8,302,047
      16.34 %
      16.34 %

    Belief Bi
      —
      —
      —

    Maggie Wang
      —
      —
      —

    Han Qin
      —
      —
      —

    All Executive Officers and Directors as a group
      14,040,121
      27.63 %
      27.63 %

    10% or Greater Holders
      —
      —
      —

    Tiger Initiative Investment Ltd
      6,750,675
      13.29 %
      13.29 %

    TOTAL
      20,790,796
      40.92 %
      40.92 %

Note:

    †
    Based on 50,812,035 shares of ordinary shares.

    (1)
    Import
    & Export Guojin Development Co., Ltd is the record holder of our ordinary shares. Guohui Kang, as the sole director and sole
    shareholder of Import & Export Guojin Development Co., Ltd, has voting and investment discretion over these shares and therefore
    may be deemed to beneficially own such shares.

    (2)
    Brilliantrf Holdings Limited is the record holder of our ordinary shares. Jianbo Zhou, the Company’s Chief Technology Officer, is  the sole director and sole shareholder of Brilliantrf Holdings Limited, and has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

    (3)
    Best
    Road Holdings Limited is the record holder of our ordinary shares. Wei Peng, as the sole director and sole shareholder of Best Road
    Holdings Limited, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

      3

Prospectus
Summary, page 1

2.
In your summary of risk factors, disclose the risks that your corporate structure and being
based in China poses to investors. For example, specifically discuss risks arising from the
legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can
change quickly with little advance notice; and the risk that the Chinese government may
intervene or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material
change in your operations and/or the value of the securities you are registering for sale.

In response to the Staff’s comments,
the Company has revised the risk factor summary disclosures in our Form F-3 on page 2, including a corresponding risk factor on page 16.
The revisions specifically address the risks exemplified by the Staff’s comment.

Signatures,
page 58

3.
 Please revise to have your registration statement
signed by your controller or principal accounting officer.
If Bei Zhen, the chief financial officer, also
serves as the controller or principal accounting officer, the signature should be captioned as
such in your amended filing. See Instructions 1 and 2 to the Signatures section of Form
F-3.

In response to the Staff’s comments,
the Company has revised the signature section in the Form F-3 on page 58, in accordance with the Staff’s instructions.

Exhibits

4.
Please file an amended registration statement with a dated and signed auditor’s consent.
See Item 601(b)(23) of Regulation S-K.

In
response to the Staff’s comments, the Company has revised our disclosures on the F-3 by filing the auditor’s consent as Exhibit
23.5, in accordance with the Staff’s instructions.

The
Company and management acknowledge its responsibility for the adequacy and accuracy of the disclosure in our filings.

Thank
you for your kind assistance and the courtesies that you have extended to assist us in fulfilling our obligations under the Securities
and Exchange Act of 1934. If, at any time, you have any further questions, please let us know.

      4

If
you have any questions regarding the Company’s responses to the Staff’s comments, please contact us via e-mail at ivy@mcvrar.com
or by phone at +86 (0755) 2291 2036.

    Very truly
    yours,

    /s/ Ivy Zhen

    Ivy Zhen

    Chief
    Financial Officer

      5

United States securities and exchange commission logo
October 6, 2023
Ivy Zhen
Chief Financial Officer
MicroCloud Hologram Inc.
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District,
Shenzhen, People’s Republic of China 518000
Re:MicroCloud Hologram Inc.
Registration Statement on Form F-3
Filed September 22, 2023
File No. 333-274650
Dear Ivy Zhen:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-3 filed September 22, 2023
Cover Page
1.It appears that the officers, directors and significant shareholders hold 91.25% of the
50,812,035 ordinary shares but you indicate that 30,696,307 ordinary shares are held by
non-affiliates.  Please tell us how you calculated your public float and the number of
shares held by non-affiliates.
Prospectus Summary, page 1
2.In your summary of risk factors, disclose the risks that your corporate structure and being
based in China poses to investors.  For example, specifically discuss risks arising from the
legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and
the risk that the Chinese government may intervene or influence your operations at any

 FirstName LastNameIvy Zhen
 Comapany NameMicroCloud Hologram Inc.
 October 6, 2023 Page 2
 FirstName LastName
Ivy Zhen
MicroCloud Hologram Inc.
October 6, 2023
Page 2
time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of the securities you are registering for sale.
Signatures, page 58
3.Please revise to have your registration statement signed by your controller or principal
accounting officer. If Bei Zhen, the chief financial officer, also serves as the controller or
principal accounting officer, the signature should be captioned as such in your amended
filing. See Instructions 1 and 2 to the Signatures section of Form F-3.
Exhibits
4.Please file an amended registration statement with a dated and signed auditor’s consent.
See Item 601(b)(23) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Greg Lavelle

United States securities and exchange commission logo
August 12, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp
PREM14A filed August 5, 2022
File No. 001-40519
Dear Mr. Cheng:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bill Huo, Esq.

CORRESP
1
filename1.htm

Steven
Glauberman, Esq.

SGlauberman@beckerlawyers.com

Phone: (212) 599 3322 ext. 25115

Fax: (212) 557-0295

Becker
& Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

August
11, 2022

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:

    Mr. Larry Spirgel

    Ms. Kathleen Collins

    Mr. David Edgar

    Re:
    Golden
                                            Path Acquisition Corporation

                                            Response to the Staff’s Comments on Preliminary Proxy Statement on Schedule 14A as
                                            filed August 5, 2022

    File
    No. 001-40519

Dear
Mr. Spirgel, Ms. Collins, and Mr. Edgar:

On
behalf of our client, Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we submit
to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 9, 2022 on the Company’s
Preliminary Proxy Statement on Schedule 14A submitted on August 5, 2022 (the “Preliminary Proxy Statement”).

Concurrently
with the submission of this letter, the Company is submitting the Amendment No. 1 of the Preliminary Proxy Statement on Schedule 14A
(the “Amended Proxy Statement”) via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Proxy Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Amended Proxy Statement.

PREM14A
Filed August 5, 2022

Questions
and Answers About the Business Combination and the Extraordinary General Meeting When is the Business Combination expected to occur?,
page 7

    1.
    Clarify
    what the original deadline for the Business Combination was and that the Merger Agreement was recently amended to extend the deadline
    to December 31, 2022.

In
response to the Staff’s comments, the Company has revised the disclosure in the Amended Proxy Statement on page 7 in accordance
with the Staff’s instructions.

    1

What
happens if the Business Combination is not consummated?, page 8

    2.
    Revise
    the answer to this question to clarify the number of times that the deadline to consummate a business combination has been extended,
    and how the company has approved such extensions.

In
response to the Staff’s comments, the Company has revised the disclosure in the Amended Proxy Statement on page 8 in accordance
with the Staff’s instructions.

Summary
of the Proxy Statement The Parties to the Business Combination Golden Path Acquisition Corporation, page 10

    3.
    Update
    this section to clarify how many times the deadline to consummate a business combination has been extended beyond the original June
    21, 2022 deadline. In addition, disclose that the Merger Agreement was recently amended to extend the deadline to December 31, 2022.
    Clarify whether the Board has had to take any additional steps other than a vote to extend (such as monies paid into the Trust) to
    amend the one year deadline.

In
response to the Staff’s comments, the Company has revised the disclosure in the Amended Proxy Statement on page 11 in accordance
with the Staff’s instructions.

The
Business Combination and Merger Agreement, page 17

    4.
    Highlight
    that the Merger Agreement was recently amended and describe what was changed.

In
response to the Staff’s comments, the Company has revised the disclosure in the Amended Proxy Statement on page 17 in accordance
with the Staff’s instructions.

Domestic
Issuer Status, page 18

    5.
    Update
    the company’s domestic issuer status

In
response to the Staff’s comments, the Company has revised the disclosure in the Amended Proxy Statement on page 18 in accordance
with the Staff’s instructions.

Risk
Factors If New Golden Path cannot satisfy, or continue to satisfy, the initial listing requirements..., page 72

    6.
    In
    light of the recent trend of significant redemptions associated with DeSPAC transactions, discuss the likelihood that the company
    will be able to satisfy the 300 round lot holder requirement for continued Nasdaq listing following the Business Combination

In
response to the Staff’s comments, the Company has revised the disclosure in the Amended Proxy Statement on page 72 and 73 in
accordance with the Staff’s instructions.

    2

Basis
for Golden Path Board of Director’s Recommendation - Fairness Opinion, page 89

    7.
    We
    note that the projections considered by the financial advisor include revenue and other financial projections for the year ended
    December 31, 2021 and that these projections were not in line with actual results. Update the Board’s consideration of the
    fairness opinion to discuss whether the Board revisited the projections in relying upon the financial advisor’s opinion and
    in making its recommendation to approve the Business Combination

In
response to the Staff’s comments, the Company has revised the disclosure in the Amended Proxy Statement on page 91 in accordance
with the Staff’s instructions.

General

    8.
    We
    note as per amendment no. 1 to the Merger Agreement that MC Hologram has provided June 30, 2022 financial statements to Golden Path.
    Tell us why this information has not been provided in the proxy statement

The June 30, 2022 financial statements
of MC have not been provided in the proxy statement because as of the date hereof MC has not delivered such financial statements to Golden
Path. In response to the Staff’s comments, the Company and Golden Path have executed Amendment No. 2 to the Merger Agreement to
remove the requirement of the June 30, 2022 financial statements of MC as a representation and warranty in Section 4.8 of the Merger Agreement
and to require such financial statements to be provided not later than September 15, 2022 pursuant to a new covenant in Section 7.2 of
the Merger Agreement.

If
you have any questions regarding the Amended Proxy Statement, please contact the undersigned by phone at (212) 599 3322 ext. 25115 or
via e-mail at SGlauberman@beckerlawyers.com.

    Very
    truly yours,

    /s/
    Steven Glauberman, Esq.

    cc:
    Yang
    Ge (DLA Piper)

    Bill Huo (Becker)

    3

United States securities and exchange commission logo
August 9, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp
PREM14A filed August 5, 2022
File No. 001-40519
Dear Mr. Cheng:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREM14A Filed August 5, 2022
Questions and Answers About the Business Combination and the Extraordinary General Meeting
When is the Business Combination expected to occur?, page 7
1.Clarify what the original deadline for the Business Combination was and that the Merger
Agreement was recently amended to extend the deadline to December 31, 2022.
What happens if the Business Combination is not consummated?, page 8
2.Revise the answer to this question to clarify the number of times that the deadline to
consummate a business combination has been extended, and how the company has
approved such extensions.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 August 9, 2022 Page 2
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
August 9, 2022
Page 2
Summary of the Proxy Statement
The Parties to the Business Combination
Golden Path Acquisition Corporation, page 10
3.Update this section to clarify how many times the deadline to consummate a business
combination has been extended beyond the original June 21, 2022 deadline.  In addition,
disclose that the Merger Agreement was recently amended to extend the deadline to
December 31, 2022.  Clarify whether the Board has had to take any additional steps other
than a vote to extend (such as monies paid into the Trust) to amend the one year deadline.
The Business Combination and Merger Agreement, page 17
4.Highlight that the Merger Agreement was recently amended and describe what was
changed.
Domestic Issuer Status, page 18
5.Update the company's domestic issuer status.
Risk Factors
If New Golden Path cannot satisfy, or continue to satisfy, the initial listing requirements..., page
72
6.In light of the recent trend of significant redemptions associated with DeSPAC
transactions, discuss the likelihood that the company will be able to satisfy the 300 round
lot holder requirement for continued Nasdaq listing following the Business Combination.
Basis for Golden Path Board of Director's Recommendation - Fairness Opinion, page 89
7.We note that the projections considered by the financial advisor include revenue and other
financial projections for the year ended December 31, 2021 and that these projections
were not in line with actual results.  Update the Board's consideration of the fairness
opinion to discuss whether the Board revisited the projections in relying upon the financial
advisor's opinion and in making its recommendation to approve the Business
Combination.
General
8.We note as per amendment no. 1 to the Merger Agreement that MC Hologram has
provided June 30, 2022 financial statements to Golden Path.  Tell us why this information
has not been provided in the proxy statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 August 9, 2022 Page 3
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
August 9, 2022
Page 3
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Larry Spirgel, Office Chief,
at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bill Huo, Esq.

CORRESP
1
filename1.htm

Steven Glauberman, Esq.

SGlauberman@beckerlawyers.com

Phone: (212) 599 3322 ext. 25115

Fax: (212) 557-0295

Becker
& Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

  August 5,
2022

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Mr.
    Dave Edgar

Ms.
Kathleen Collins

Mr.
Larry Spirgel

    Re:
    Golden
    Path Acquisition Corp

    Response to the Staff’s Comments on Amendment No. 6 to Registration Statement on Form S-4 Filed July 1, 2022 with File No.
    333-259896

Dear
Mr. Edgar, Ms. Collins, and Mr. Spirgel:

On
behalf of our client, Golden Path Acquisition Corp, a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 12, 2022 on the Company’s
Amendment No. 6 to Registration Statement on Form S-4 previously submitted on July 1, 2022 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting a preliminary proxy statement on Schedule 14A (the “Proxy
Statement”) via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Proxy  Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Proxy  Statement.

Amendment
No. 6 to Registration Statement on Form S-4

Summary
of the Proxy Statement/Prospectus

MC Hologram Inc., page 11

    1.
    We
    note your revised disclosures in response to prior comment 1, however, it remains unclear how you determined that the reorganization
    qualifies as a transaction between entities under common control. In this regard, we note that prior to the reorganization, Shanghia
    Mengyun Holographic was majority owned by BEIM and Wei Peng held 30% of BEIM shares, which represents less than a majority (i.e.
    50%) ownership interest. Please provide a detailed analysis to support your accounting for the reorganization.

In response to
the Staff’s comments, the Company has revised the disclosure in the Proxy Statement on page 12 in accordance with the
Staff’s instructions. Besides, the Act-in-Concert Agreement and Voting Agreement entered into by and among BEIM, Horgos
Guosheng Zhongxing Equity Investment Partnership, and Qidian Wuxian Equity Investment Management (Beijing) Co., Ltd. have been added
as Annex E to the Proxy Statement.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of MC Overview, page 135

    2.
    We
    note in response to prior comment 2 you removed from your Overview disclosures the quantified discussion regarding the impact that
    the fiscal 2020 acquisitions had on revenue. However, the intent of our comment was for you to move such disclosure to the third
    paragraph of the Overview section in an effort to provide further context to your discussion regarding the significant increase in
    revenue from fiscal 2020 to 2021. Please revise.

In
response to the Staff’s comments, the Company has revised the disclosure in the Proxy Statement on pages 135
in accordance with the Staff’s instructions.

    3.
    Please
    describe further the “mega size” hardware arrangements, which contributed to the significant increase in holographic
    hardware sales during the three months ended March 31, 2022. If applicable, include a discussion of the potential impact to future
    revenue or revenue growth rates if you do not anticipate additional revenue from these mega size arrangements in future periods.
    Similarly, you state that the significant decrease in holographic solutions’ gross margins was due to the fact that you outsourced
    a significant part of the product development work to third-party providers. Please revise to clarify whether you anticipate the
    decline in gross margins to continue into future periods and discuss the potential impact to your overall results of operations and
    liquidity should this trend continue. Refer to Item 303(b)(2)(ii) of Regulation S-K.

In
response to the Staff’s comments, the Company has revised the disclosure in the Proxy Statement on pages
141 and 143 in accordance with the Staff’s instructions.

Results
of Operations

Three
Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2022, page 141

    4.
    We
    note from your revised disclosure in response to prior comment 5 you expect the LiDAR product unit costs to stabilize in fiscal 2022
    since the supply of raw materials is improving. You also state “MC is positive on future LiDAR.” Similarly, you state
    that MC expects the profit margins on LiDAR products to improve in the following quarters. Please revise to clarify the basis for
    such statements and in your response tell us what changes, if any, you have experienced in supply issues, revenue and margins related
    to LiDAR product sales since March 31, 2022 that support your assertions.

In
response to the Staff’s comments, the Company has revised the disclosure in the Proxy Statement on pages
141 and 143 in accordance with the Staff’s instructions.

MC
Hologram - Notes to Unaudited Interim Condensed Financial Statements

Note
2. Summary of Significant Accounting Policies

Revenue
Recognition, page F-59

    5.
    We
    note your response to prior comment 7, however, the intent of our comment was to understand what is meant by “gross”
    revenue as it relates to your GMV advertising contracts. In this regard, please tell us whether revenue recognized from these arrangements
    is a percentage of the merchandise sold or whether revenue equals the total amount of merchandise sold with a corresponding amount
    included in cost of revenue.

The
Company respectfully advises the Staff that revenue recognized from GMV advertising arrangements is a percentage of the merchandise sold
and there is no corresponding amount included in cost of revenue, the Company has also revised the disclosure in the Proxy
Statement on pages 154 and F-60 in accordance with the Staff’s instructions.

General

    6.
    Please
                                            tell us why it is appropriate to register the issuance of shares to the MC Hologram, Inc.
                                            (“MC”) shareholders as part of the business combination. Please explicitly address
                                            the following points that seem to support the conclusion that the offer and sale of the shares
                                            being issued to MC shareholders is a private transaction:

    ● The MC shareholders have already approved the Merger Agreement and Plan of Merger;

    ● The MC shareholders were originally given registration rights as part of the business combination; and

    ● The Merger Agreement contains a lock-up provision that applies to all the MC shareholders.

In response to the Staff’s comments, the Company has decided
to issue the consideration shares to MC shareholders in a private transaction.

    7.
    Please
    revise to update the status of any events whose milestone dates have passed. For example, you state that either party may terminate
    the Merger Agreement if the closing has not occurred by March 31, 2022 or that Golden Path has until June 23, 2022 to consummate
    a business combination.

In response to
the Staff’s comments, the Company and MC have entered into Amendment No. 1 to the Merger Agreement and filed the current
report on Form 8-K. The Company also revised the disclosure in the Proxy Statement on pages 7 and 80 in accordance with the
Staff’s instructions.

If
you have any questions regarding the Proxy  Statement, please contact the undersigned by phone at 212 599-3322 ext. 25115
or via e-mail at sglauberman@beckerlawyers.com.

    Very
    truly yours,

    /s/
    Steven Glauberman

    cc:
    Yang
    Ge (DLA Piper)

Bill
Huo (Becker)

United States securities and exchange commission logo
July 12, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp.
Amendment No. 6 to Registration Statement on Form S-4
Filed July 1, 2022
File No. 333-259896
Dear Mr. Cheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 1, 2022 letter.
Amendment No. 6 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
MC Hologram, Inc., page 11
1.We note your revised disclosures in response to prior comment 1, however, it remains
unclear how you determined that the reorganization qualifies as a transaction between
entities under common control.  In this regard, we note that prior to the reorganization,
Shanghia Mengyun Holographic was majority owned by BEIM and Wei Peng held 30%
of BEIM shares, which represents less than a majority (i.e. 50%) ownership interest.
Please provide a detailed analysis to support your accounting for the reorganization.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 July 12, 2022 Page 2
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
July 12, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of MC
Overview, page 135
2.We note in response to prior comment 2 you removed from your Overview disclosures the
quantified discussion regarding the impact that the fiscal 2020 acquisitions had on
revenue.  However, the intent of our comment was for you to move such disclosure to the
third paragraph of the Overview section in an effort to provide further context to your
discussion regarding the significant increase in revenue from fiscal 2020 to 2021.  Please
revise.
3.Please describe further the "mega size" hardware arrangements, which contributed to the
significant increase in holographic hardware sales during the three months ended March
31, 2022.  If applicable, include a discussion of the potential impact to future revenue or
revenue growth rates if you do not anticipate additional revenue from these mega size
arrangements in future periods.  Similarly, you state that the significant decrease
in holographic solutions' gross margins was due to the fact that you outsourced
a significant part of the product development work to third-party providers.  Please revise
to clarify whether you anticipate the decline in gross margins to continue into future
periods and discuss the potential impact to your overall results of operations and liquidity
should this trend continue.  Refer to Item 303(b)(2)(ii) of Regulation S-K.
Results of Operations
Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2022,
page 141
4.We note from your revised disclosure in response to prior comment 5 you expect the
LiDAR product unit costs to stabilize in fiscal 2022 since the supply of raw materials is
improving.  You also state "MC is positive on future LiDAR."  Similarly, you state that
MC expects the profit margins on LiDAR products to improve in the following quarters.
Please revise to clarify the basis for such statements and in your response tell us what
changes, if any, you have experienced in supply issues, revenue and margins related to
LiDAR product sales since March 31, 2022 that support your assertions.
MC Hologram - Notes to Unaudited Interim Condensed Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-59
5.We note your response to prior comment 7, however, the intent of our comment was to
understand what is meant by "gross" revenue as it relates to your GMV advertising
contracts.  In this regard, please tell us whether revenue recognized from these
arrangements is a percentage of the merchandise sold or whether revenue equals the total
amount of merchandise sold with a corresponding amount included in cost of revenue.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 July 12, 2022 Page 3
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
July 12, 2022
Page 3
General
6.Please tell us why it is appropriate to register the issuance of shares to the MC Hologram,
Inc. ("MC") shareholders as part of the business combination.  Please explicitly address
the following points that seem to support the conclusion that the offer and sale of the
shares being issued to MC shareholders is a private transaction:
•The MC shareholders have already approved the Merger Agreement and Plan of
Merger;
•The MC shareholders were originally given registration rights as part of the business
combination; and
•The Merger Agreement contains a lock-up provision that applies to all the MC
shareholders.
In the alternative, revise your filing so that it is a proxy statement of Golden Path, and
indicate that the shares being issued as part of the merger are being issued privately
without registration.
7.Please revise to update the status of any events whose milestone dates have passed.  For
example, you state that either party may terminate the Merger Agreement if the closing
has not occurred by March 31, 2022 or that Golden Path has until June 23, 2022 to
consummate a business combination.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Larry Spirgel, Office Chief, at
(202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bill Huo, Esq.

CORRESP
1
filename1.htm

Steven
Glauberman, Esq.

SGlauberman@beckerlawyers.com

Phone: (212) 599 3322 ext. 25115

Fax: (212) 557-0295

Becker
& Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

July 8,
2022

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Mr.
    Dave Edgar

Ms.
Kathleen Collins

Mr.
Edwin Kim

Mr.
Larry Spirgel

    Re:
    Golden
    Path Acquisition Corp

    Response to the Staff’s Comments on Amendment No. 5 to Registration Statement on Form S-4 Filed

    June 22, 2022 with File No. 333-259896

Dear
Mr. Edgar, Ms. Collins, Mr. Kim, and Mr. Spirgel:

On
behalf of our client, Golden Path Acquisition Corp, a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 1, 2022 on the Company’s
Amendment No. 5 to Registration Statement on Form S-4 previously submitted on June 22, 2022 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 6 to its registration statement on Form S-4 (the “Revised
Registration Statement”) with exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Registration Statement.

    1

Amendment
No. 5 to Registration Statement on Form S-4 filed June 22, 2022

Summary
of the Proxy Statement/Prospectus

MC Hologram Inc., page 11

    1.
    We note your response and revised disclosures to prior comment 1. Please explain further how you determined that Best Roads alone gained 54.24% of the voting power in MC as a result of the Act-in-Concert Agreement (Agreement) and why control of MC does not lie with all four parties to the Agreement. Also, tell us the names of the controlling shareholders and their percentage ownership in each of Tiger Initiative, Lucky Monkey Holding and Import & Export Guojin Development. Tell us whether there are any related party interests among these three entities and if so, how that factored into your analysis. Lastly, tell us what percentage ownership Ms. Peng held in BEIM prior to the reorganization transaction.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page, pages 12 and 203 in accordance with the
Staff’s instructions. The Voting Agreement has been filed as Exhibit 10.11 of the Revised Registration Statement.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations MC Overview, page 135

    2.
    We
    note your revised disclosures in response to prior comment 6 where you include a quantified discussion of the impact that fiscal
    2020 acquisitions had on revenue. Please move this disclosure to the paragraph where you discuss the increase in the revenue growth
    for the year ended December 31, 2020 compared to the year ended December 31, 2021 to add further context to the significant growth
    during this period.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 135 and
144 in accordance with the Staff’s instructions.

Specific
Factors Affecting MC’s Results of Operations, page 136

    3.
    We
    note that your overall customer retention rates decreased from 40% during the three months ended March 31, 2021 to 25% during the
    same period in fiscal 2022, which is also a decrease from the 50% retention rate for fiscal 2021. Please revise to include a discussion
    of the reasons for this decrease. In this regard, your current disclosures refer to the fact that MC uses its own sales channels
    and is less dependent on third party sales, however, you provided this same explanation for the increase in your retention rate in
    fiscal 2021 compared to 2020, and it is unclear how reliance on your own sales channels supports the significant decrease in your
    retention rates to date in fiscal 2022. Similarly, revise to discuss the reasons for the significant decrease in the number of high
    paying customers during the first quarter of fiscal 2022.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 136 in accordance
with the Staff’s instructions.

    4.
    Please
    revise to disclose the percentage of revenue generated from your Top 10 customers for each period presented to add context to the
    relevance of this measure.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 137 in accordance
with the Staff’s instructions.

    2

Results
of Operations

Three
Months Ended March 31, 2021, Compared to the Three Months Ended March 31, 2022, page 141

    5.
    Please
address the following as it relates to your discussion of changes in revenue, cost of revenue and gross profit margin for the first quarter
of fiscal 2021 compared to 2022 and revise your disclosures as necessary:

    ●
    Explain how the incorporation of Horgos Bowei in November 2020 contributed to the revenue growth in the first quarter of fiscal 2022 compared to 2021.

    In response to the Staff’s comments, the Company
    has revised the disclosure in the Revised Registration Statement on page 141 in accordance with the Staff’s instructions.

    ●
    Provide a quantified breakdown of the RMB 10.4 million increase in SDK software service revenue between existing customers and MC’s new business development (i.e. new customers).

    In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on page 141 in accordance with the Staff’s instructions.

    ●
    Tell us whether you anticipate the decline in LiDar product sales and the increase in LiDar product costs to continue. If so, revise to include a discussion of any known trends or uncertainties related to such product sales that are reasonably likely to have a material impact on operations.

    In response to the Staff’s comments, the Company
    has revised the disclosure in the Revised Registration Statement on page 141 in accordance with the Staff’s instructions

    ●
    You attribute the decrease in holographic solutions’ gross margin from 28% to 10% to “a higher number of outsourced content provider and third party software developer was used during the three months ended March 31, 2022 to provide holographic solutions to our customers.” Explain further what this means. Also tell us what impact the increase in LiDar costs coupled with the accompanying decrease in LiDar revenues and the increase in hardware costs had on these margins. To the extent such items materially impacted your holographic solutions’ gross margins, revise to include a quantified discussion of such impact.

    In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 142 in accordance
with the Staff’s instructions

Year
Ended December 31, 2020, compared to the Year Ended December 31, 2021, page 144

    6.
    You
    state that you revised your disclosures in response to prior comment 10, however, you continue to refer to a 3661% increase in the
    cost holographic solutions. Please revise or explain.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 145 in accordance
with the Staff’s instructions.

MC
Hologram - Notes to Unaudited Interim Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-59

    7.
    We
note your revised discussion of Holographic Technology Service revenue indicates that you enter into advertising contracts to promote
merchandise where the price for such service may be based on a percentage of gross merchandise volume (GMV).

    Please
tell us whether your reference to “gross” revenue for these arrangements is to a percentage of the GMV or to the total value
of the merchandise sold.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 154 and
F-60 in accordance with the Staff’s instructions.

    3

Note
20. Subsequent Events, page F-76

    8.
    Please
    revise to disclose the date through which you have evaluated subsequent events as your current disclosures refer to “June XX,
    2022.”

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page F-76 in
accordance with the Staff’s instructions.

MC
Hologram Audited Financial Statements

Consolidated Statements of Cash Flows, page F-83

    9.
    We
    note your response to prior comment 13. Please reconcile the loan proceeds to third parties and loan repayments from third parties
    included in the investing cash flow activity to the RMB 13,329,441 loan receivable balance at December 31, 2021. Also, reconcile
    such cash flow activity to the information provided in Note 11. In this regard, it appears from the disclosures in Note 11 that loan
    repayments totaled approximately RMB77.4 million in fiscal 2021 compared to RMB57.9 per the statement of cash flows.

The
company respectfully advises the Staff that within the cash flow statement there is a line named “Loan payable and loan receivable
net off through tripartite agreement” under “NON-CASH INVESTING AND FINANCING ACTIVITIES”. Please refer to the reconciliation
table.

    Principal

    Interest

    Principal

    Interest

    Total

    To cash flow

    Third

party 1

    Third

party 1

    Third

party 2

    Third

party 2

    Balance as of January 1, 2021

    -

    -

    -

    -

    -

    Addition

    14,200,000

    162,321

    75,906,587

    626,054

    90,894,962

    90,268,908

    Loan proceeds to third parties

    626,054

    Interest income

    Repayment

    -

    -

    (57,906,587
    )

    -

    (57,906,587
    )

    (57,906,587
    )

    Loan repayment from third parties

    Repayment through tripartite agreement

    (14,200,000
    )

    (162,321
    )

    (5,296,613
    )

    -

    (19,658,934
    )

    (19,658,934
    )

    Loan payable and loan receivable net off through tripartite agreement

    Balance December
    31, 2021

    -

    -

    12,703,387

    626,054

    13,329,441

Item
21. Exhibits and Financial Statement Schedules, page II-1

    10.
    You
    state in your response to prior comment 14 that you provided updated consents from Shandong Haoxin Certified Public Accountants Co.,
    Ltd. for inclusion of its audit opinions for Shenzhen Tianyuemeng Technology Co., Ltd. and Shenzhen Bowei Vision Technology Co.,
    Ltd in this registration statement, however, the consents noted in the Exhibit list refer back to those filed with the February 2,
    2022 amendment. To the extent you continue to include the financial statements for these entities in this registration statement,
    you will need to continue to provide recent updated consents. Please revise.

In response to the Staff’s comments, the Company has updated
consents from Shandong Haoxin Certified Public Accountants Co., Ltd. for Shenzhen Tianyuemeng and Shenzhen Bowei in the revised registration
statement in accordance with the Staff’s instructions. Financial statements for these entities are included as the acquisitions
meet significance test of 20% or more in accordance with Regulation S-X Rules 3-05 and 1-02(w).

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at 212 599-3322 ext. 25115
or via e-mail at sglauberman@beckerlawyers.com.

    Very
    truly yours,

    /s/
    Steven Glauberman

    cc:
    Yang
    Ge (DLA Piper)

    Bill
    Huo (Becker)

    4

United States securities and exchange commission logo
July 1, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed June 22, 2022
File No. 333-259896
Dear Mr. Cheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 6, 2022 letter.
Amendment No 5 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
MC Hologram Inc., page 11
1.We note your response and revised disclosures to prior comment 1.  Please explain further
how you determined that Best Roads alone gained 54.24% of the voting power in MC as a
result of the Act-in-Concert Agreement (Agreement) and why control of MC does not lie
with all four parties to the Agreement.  Also, tell us the names of the controlling
shareholders and their percentage ownership in each of Tiger Initiative, Lucky Monkey
Holding and Import & Export Guojin Development.  Tell us whether there are any related
party interests among these three entities and if so, how that factored into your analysis.
Lastly, tell us what percentage ownership Ms. Peng held in BEIM prior to the
reorganization transaction.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 July 1, 2022 Page 2
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
July 1, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations MC
Overview, page 135
2.We note your revised disclosures in response to prior comment 6 where you include a
quantified discussion of the impact that fiscal 2020 acquisitions had on revenue.  Please
move this disclosure to the paragraph where you discuss the increase in the revenue
growth for the year ended December 31, 2020 compared to the year ended December 31,
2021 to add further context to the significant growth during this period.
Specific Factors Affecting MC's Results of Operations, page 136
3.We note that your overall customer retention rates decreased from 40% during the three
months ended March 31, 2021 to 25% during the same period in fiscal 2022, which is also
a decrease from the 50% retention rate for fiscal 2021.  Please revise to include a
discussion of the reasons for this decrease.  In this regard, your current disclosures refer to
the fact that MC uses its own sales channels and is less dependent on third party sales,
however, you provided this same explanation for the increase in your retention rate in
fiscal 2021 compared to 2020, and it is unclear how reliance on your own sales channels
supports the significant decrease in your retention rates to date in fiscal 2022.  Similarly,
revise to discuss the reasons for the significant decrease in the number of high paying
customers during the first quarter of fiscal 2022.
4.Please revise to disclose the percentage of revenue generated from your Top 10 customers
for each period presented to add context to the relevance of this measure.
Results of Operations
Three Months Ended March 31, 2021, Compared to the Three Months Ended March 31, 2022,
page 141
5.Please address the following as it relates to your discussion of changes in revenue, cost of
revenue and gross profit margin for the first quarter of fiscal 2021 compared to 2022 and
revise your disclosures as necessary:
•Explain how the incorporation of Horgos Bowei in November 2020 contributed to the
revenue growth in the first quarter of fiscal 2022 compared to 2021.
•Provide a quantified breakdown of the RMB 10.4 million increase in SDK software
service revenue between existing customers and MC's new business development (i.e.
new customers).
•Tell us whether you anticipate the decline in LiDar product sales and the increase in
LiDar product costs to continue.  If so, revise to include a discussion of any known
trends or uncertainties related to such product sales that are reasonably likely to have
a material impact on operations.
•You attribute the decrease in holographic solutions' gross margin from 28% to 10%
to "a higher number of outsourced content provider and third party software
developer was used during the three months ended March 31, 2022 to provide
holographic solutions to our customers."  Explain further what this means.  Also tell

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 July 1, 2022 Page 3
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
July 1, 2022
Page 3
us what impact the increase in LiDar costs coupled with the accompanying decrease
in LiDar revenues and the increase in hardware costs had on these margins.  To the
extent such items materially impacted your holographic solutions' gross margins,
revise to include a quantified discussion of such impact.
Year Ended December 31, 2020, compared to the Year Ended December 31, 2021, page 144
6.You state that you revised your disclosures in response to prior comment 10, however,
you continue to refer to a 3661% increase in the cost holographic solutions.  Please revise
or explain.
MC Hologram - Notes to Unaudited Interim Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition , page F-59
7.We note your revised discussion of Holographic Technology Service revenue
indicates that you enter into advertising contracts to promote merchandise where the price
for such service may be based on a percentage of gross merchandise volume (GMV).
Please tell us whether your reference to "gross" revenue for these arrangements is to
a percentage of the GMV or to the total value of the merchandise sold.
Note 20. Subsequent Events, page F-76
8.Please revise to disclose the date through which you have evaluated subsequent events as
your current disclosures refer to "June XX, 2022."
MC Hologram Audited Financial Statements
Consolidated Statements of Cash Flows, page F-83
9.We note your response to prior comment 13.  Please reconcile the loan proceeds to third
parties and loan repayments from third parties included in the investing cash flow
activity to the RMB 13,329,441 loan receivable balance at December 31, 2021.  Also,
reconcile such cash flow activity to the information provided in Note 11.  In this regard, it
appears from the disclosures in Note 11 that loan repayments totaled approximately RMB
77.4 million in fiscal 2021 compared to RMB 57.9 per the statement of cash flows.
Item 21. Exhibits and Financial Statement Schedules, page II-1
10.You state in your response to prior comment 14 that you provided updated consents
from Shandong Haoxin Certified Public Accountants Co., Ltd. for inclusion of its audit
opinions for Shenzhen Tianyuemeng Technology Co., Ltd. and Shenzhen Bowei Vision
Technology Co., Ltd in this registration statement, however, the consents noted in the
Exhibit list refer back to those filed with the February 2, 2022 amendment.  To the extent
you continue to include the financial statements for these entities in this registration
statement, you will need to continue to provide recent updated consents.  Please revise.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 July 1, 2022 Page 4
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
July 1, 2022
Page 4
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Larry Spirgel, Office Chief at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bill Huo, Esq.

CORRESP
1
filename1.htm

Steven
Glauberman, Esq.

SGlauberman@beckerlawyers.com

Phone: (212) 599 3322 ext. 25115

Fax: (212) 557-0295

Becker
& Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

June 22,
2022

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Mr.
    Dave Edgar

Ms.
Kathleen Collins

Mr.
Edwin Kim

Mr.
Larry Spirgel

    Re:
    Golden
    Path Acquisition Corp

    Response to the Staff’s Comments on Amendment No. 4 to Registration Statement on Form S-4 Filed

    May 9, 2022 with File No. 333-259896

Dear
Mr. Edgar, Ms. Collins, Mr. Kim, and Mr. Spirgel:

On
behalf of our client, Golden Path Acquisition Corp, a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 6, 2022 on the Company’s
Amendment No. 4 to Registration Statement on Form S-4 previously submitted on May 9, 2022 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 5 to its registration statement on Form S-4 (the “Revised
Registration Statement”) with exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Registration Statement.

Amendment
No. 4 to Registration Statement on Form S-4 filed May 9, 2022

Summary
of the Proxy Statement/Prospectus, page 10

    1.
    Please
address the following as it relates to your revised disclosures in response to prior comment 3:

 ● You
                                            state that the actual controller of BEIM is the same controller of Best Roads. Clarify what
                                            is meant by “actual controller” and disclose the name of such controller and
                                            their ownership interest in each entity.

 ● Revise
                                            to disclose the terms of the Act-in-Concert Agreement.

 ● Your
                                            disclosures on page F-28 continue to state that MC holds 100% of the equity interests in
                                            Mengyun HK and Beijing Xihuiyun. Please revise.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on pages 12 and F-49 in accordance with the Staff’s
instructions.

    1

    2.
    With
    respect to the Act-In-Concert Agreement that gives voting control of MC to Best Road Holdings Limited, please also clarify whether
    Wei Peng now ultimately controls MC through the ownership of Best Road. If so, your cover page, summary, beneficial ownership table
    and risk factors sections should clarify his control and concentration of voting power and influence. Further, please clarify whether
    the Act-In-Concert agreement will survive the post-Business Combination transaction and file it as an exhibit.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 12, 33 and 203 in accordance
with the Staff’s instructions. The Act-in-Concert Agreement has been filed as Exhibit 10.10 of the Revised Registration Statement.

    3.
    We
    note that you present two post-reorganization diagrams. Please revise to include a single post-reorganization diagram that is as
    of a more current date and includes any subsidiaries that you acquired or established after December 31, 2021. In this regard, we
    note your disclosures on page F-56 regarding Shenzhen Haiyun’s acquisition of Shenzhen Tata and the establishment of Shenzhen
    Youmi, Horgos Youmi, Shenzhen Yushi and Horgos Yushi. Also, revise to disclose the purpose of each of the newly established entities
    and clarify whether they have any current operations.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 12 and
13 in accordance with the Staff’s instructions.

Risk
Factors, page 21

    4.
    We
    note your revised disclosures in response to prior comment 4. Please further revise to clearly state here that MC identified seven
    material weaknesses in their internal control over financial reporting that have not yet been fully remediated.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 24 in
accordance with the Staff’s instructions.

If
MC’s direct equity ownership is challenged by the PRC authorities, it may have a significant adverse impact on MC’s operating
results..., page 44

    5.
    We
    note your response to prior comment 5 regarding your lack of a VIE structure and your belief and PRC counsel’s opinion that
    direct ownership of your proposed PRC subsidiaries are permitted due to you not participating in any restricted industries. Please
    revise to provide a description for the basis of this belief that MC and its subsidiaries’ operations fall within the MOFCOM
    permitted activities and are not subject to restrictions to foreign ownership. Further, your revised disclosure, including the consequences
    to you should you be incorrect in your assessment that MC operates in solely in permitted industries, should be included on the cover
    page and summary sections.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page,
pages 13-14 and 46 in accordance with the Staff’s instructions.

    2

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of MC Overview, page 133

    6.
    Please
    revise your discussion of revenue growth in the Overview section to provide quantified information regarding the increase in revenue
    related to your fiscal 2020 acquisitions.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 135 in accordance
with the Staff’s instructions.

Specific
Factors Affecting MC’s Results of Operations

MC’s
ability to retain and attract customers, page 134

    7.
    Please
    address the following as it relates to your response and revised disclosures to prior comment 8:

 ● Provide
                                            us with your customer count for each category of customer disclosed at December 31,
                                            2020 and 2021 and tell us your consideration to disclose such amounts in addition to the
                                            number of customers during the measurement period.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 135-137 in
accordance with the Staff’s instructions.

 ● You
                                            state that your retention rate is based on the number of customers at the beginning of the
                                            period compared to the number old customers during the measurement period. Revise to clarify
                                            what is meant by “old customers.”

The
Company respectfully advises the Staff that “old customers” means existing customers from a previous measurement period who
enter new sales agreements with the Company in the current measurement period. In other words, a repeating customer who keeps loyalty
to the company’s services throughout the measurement periods. The Company has also revised the disclosure in the Revised Registration
Statement on pages 136 accordingly to clarify.

 ● You
                                            also disclose that customers included in this metric are based on those that were customers
                                            at any point during the period. Please clarify whether a new customer obtained during the
                                            measurement period is included in the retention rate calculations and if so, explain to us
                                            how this measure reflects your ability to retain your existing customers.

The
Company respectfully advises the Staff that new customer obtained during the measurement period is not included in calculation of retention
rate. The “old customers” as defined above is equal to total number of customers at the end of measurement period minus new
customers obtained during the measurement period. The Company has also revised the disclosure in the Revised Registration Statement on
pages 136 accordingly to clarify.

 ● Tell
                                            us and revise to disclose how customers obtained in your fiscal 2020 acquisitions are included
                                            in your retention rate calculations and to the extent possible, quantify the impact of such
                                            acquisitions on the increase in the retention rate from fiscal 2020 to fiscal 2021.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 137 in
accordance with the Staff’s instructions.

 ● Disclose
                                            the percentage of revenue generated from your top 20 customers for each period to add context
                                            to the relevance to this measure.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 136
and 138 in accordance with the Staff’s instructions.

Results
of Operations

Year
Ended December 31, 2020, compared to the Year Ended December 31, 2021, page 138

    8.
    We
    note your revised disclosures in response to prior comment 11where you state that Horgos Tianyeumeng and Horgos Youshi contributed
    RMB 104.3 million and RMB 41.6 million, respectively to the increased holographic technology service revenue. However, it remains
    unclear how the incorporation of these entities contributed so significantly to your revenue growth. Please explain further how entities
    that were only established in the fourth quarter of fiscal 2020 had such a significant impact on your revenue growth. To the extent
    that such growth is the result of the tax incentives available in the City of Horgos, explain how tax incentives available to the
    company impacted your revenue growth. Similar revisions should be made with regards to Horgos Bowei.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 145 in accordance
with the Staff’s instructions.

    3

    9.
    You
    state that the increase in holographic technology service revenue from fiscal 2020 to fiscal 2021 was mainly due to the acquisition
    of Shenzhen Tianyuemeng (RMB 3.4 million) and the incorporation of Horgos Tianyeumeng (RMB 104.3 million) and Horgos Youshi (RMB
    41.6 million). Please include a discussion of any factors that offset these increases. In this regard, the factors you identify contributed
    to RMB 149.3 million of revenue growth when holographic technology service revenue increased only RMB 121.1 million.

In
response to the Staff’s comments, the Company has also revised the disclosure in the Revised Registration Statement on page
145 in accordance with the Staff’s instructions.

    10.
    You
    state that cost of holographic solutions increased by RMB 20.5 million or 3661%. Please provide support for the percentage increase
    in the cost of such revenues or revise your disclosures as necessary.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 145 in accordance
with the Staff’s instructions.

Unaudited
Pro Forma Combined Financial Information, page 174

    11.
    Please
    remove the comparative pro forma Combined statement of Operations for the year ended December 31, 2020. Refer to Article 11-02(c)(2)
    of Regulation S-X. Also, revise to remove the introductory discussion of Shenzhen Bowei and Shenzhen Tianyuemeng since these acquisitions
    are now fully reflected in MC’s results of operations for 2021.

In
response to the Staff’s comments, the Company has removed the comparative pro forma combined statement of operations for the year
ended December 31, 2020 and related introductory discussion of Shenzhen Bowei and Shenzhen Tianyuemeng in the revised registration statement
in accordance with the Staff’s instructions.

    12.
    We
    note your revisions in response to prior comment 17. Pro forma adjustment (10) appears to be eliminating $1.4M of transaction costs
    that are already included in the historical financial statements of MC and Golden Path. Elimination of such costs does not comply
    with the updated guidance in Article 11-02 of Regulation S-X. Please revise to remove this adjustment and include only those estimated
    transaction costs that are not yet reflected in the historical statements of operations. Also, disclose in the pro forma notes that
    such costs will not recur beyond 12 months following the merger. Refer to Article 11-02(a)(6)(B) and 11-02(a)(11) of Regulation S-X.

In
response to the Staff’s comments, the Company has removed adjustment (10) and revised disclosure in the Revised Registration Statement
on page 186 in accordance with the Staff’s instructions.

MC
Hologram Consolidated Financial Statements

Consolidated
Statements of Cash Flows, page F-27

    13.
    Please
    explain what the loan proceeds to third parties and loan repayment from third parties represent. Also, tell us how you determined
    that such amounts should be presented in investing cash flows. Refer to ASC 230-10-45.

The
Company respectfully advises the Staff that for cash management purpose, the Company made short-term loans to third parties to earn interest.
The borrowers paid back to the Company from time to time per loan agreements. In accordance with ASC 230-10-45-13, disbursements for
loans made by an entity and payments to acquire debt instruments of other entities are cash outflows for investing activities. ASC 230-10-45-12,
receipts from debt collections or sales of loans made by an entity and of other entities’ debt instruments and collections on a
transferor’s beneficial interests in a securitization of the transferor’s trade receivables are cash inflows from investing
activities.

    4

Item
21. Exhibits and Financial Statement Schedules, page II-1

    14.
    Please
    revise to include updated consents from Shandong Haoxin Certified Public Accountants Co., Ltd. for inclusion of its audit opinions
    for Shenzhen Tianyuemeng Technology Co., Ltd. and Shenzhen Bowei Vision Technology Co., Ltd in this registration statement. Alternatively,
    tell us why you believe the financial statements for these entities are required. Refer to Rule 3-05(a) of Regulation S-X.

In
response to the Staff’s comments, the Company has updated consents from Shandong Haoxin Certified Public Accountants Co., Ltd.
for Shenzhen Tianyuemeng and Shenzhen Bowei in the revised registration statement in accordance with the Staff’s instructions.
Financial statements for these entities are included as the acquisitions meet significance test of 20% or more in accordance with Regulation
S-X Rules 3-05 and 1-02(w).

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at 212 599-3322 ext. 25115
or via e-mail at sgl

United States securities and exchange commission logo
June 6, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed May 9, 2022
File No. 333-259896
Dear Mr. Cheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 23, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed May 9, 2022
Summary of the Proxy Statement/Prospectus, page 10
1.Please address the following as it relates to your revised disclosures in response to prior
comment 3:
•You state that the actual controller of BEIM is the same controller of Best
Roads. Clarify what is meant by "actual controller" and disclose the name of such
controller and their ownership interest in each entity.
•Revise to disclose the terms of the Act-in-Concert Agreement.
•Your disclosures on page F-28 continue to state that MC holds 100% of the equity
interests in Mengyun HK and Beijing Xihuiyun.  Please revise.
2.With respect to the Act-In-Concert Agreement that gives voting control of MC to Best

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 June 6, 2022 Page 2
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
June 6, 2022
Page 2
Road Holdings Limited, please also clarify whether Wei Peng now ultimately controls
MC through the ownership of Best Road.  If so, your cover page, summary, beneficial
ownership table and risk factors sections should clarify his control and concentration of
voting power and influence.  Further, please clarify whether the Act-In-Concert agreement
will survive the post-Business Combination transaction and file it as an exhibit.
3.We note that you present two post-reorganization diagrams. Please revise to include a
single post-reorganization diagram that is as of a more current date and includes any
subsidiaries that you acquired or established after December 31, 2021.  In this regard, we
note your disclosures on page F-56 regarding Shenzhen Haiyun's acquisition of Shenzhen
Tata and the establishment of Shenzhen Youmi, Horgos Youmi, Shenzhen Yushi and
Horgos Yushi.  Also, revise to disclose the purpose of each of the newly established
entities and clarify whether they have any current operations.
Risk Factors, page 21
4.We note your revised disclosures in response to prior comment 4.  Please further revise to
clearly state here that MC identified seven material weaknesses in their internal control
over financial reporting that have not yet been fully remediated.
If MC's direct equity ownership is challenged by the PRC authorities, it may have a significant
adverse impact on MCs operating results..., page 44
5.We note your response to prior comment 5 regarding your lack of a VIE structure and
your belief and PRC counsel's opinion that direct ownership of your proposed PRC
subsidiaries are permitted due to you not participating in any restricted industries.  Please
revise to provide a description for the basis of this belief that MC and its subsidiaries'
operations fall within the MOFCOM permitted activities and are not subject to restrictions
to foreign ownership.  Further, your revised disclosure, including the consequences to you
should you be incorrect in your assessment that MC operates in solely in permitted
industries, should be included on the cover page and summary sections.
Management's Discussion and Analysis of Financial Condition and Results of Operations of MC
Overview, page 133
6.Please revise your discussion of revenue growth in the Overview section to provide
quantified information regarding the increase in revenue related to your fiscal 2020
acquisitions.
Specific Factors Affecting MC's Results of Operations
MC's ability to retain and attract customers, page 134
7.Please address the following as it relates to your response and revised disclosures to prior
comment 8:
•Provide us with your customer count for each category of customer
disclosed  at December 31, 2020 and 2021 and tell us your consideration to disclose

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 June 6, 2022 Page 3
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
June 6, 2022
Page 3
such amounts in addition to the number of customers during the measurement period.
•You state that your retention rate is based on the number of customers at the
beginning of the period compared to the number old customers during the
measurement period.  Revise to clarify what is meant by "old customers."
•You also disclose that customers included in this metric are based on those that were
customers at any point during the period.  Please clarify whether a new customer
obtained during the measurement period is included in the retention rate calculations
and if so, explain to us how this measure reflects your ability to retain your existing
customers.
•Tell us and revise to disclose how customers obtained in your fiscal 2020 acquisitions
are included in your retention rate calculations and to the extent possible, quantify the
impact of such acquisitions on the increase in the retention rate from fiscal 2020 to
fiscal 2021.
•Disclose the percentage of revenue generated from your top 20 customers for each
period to add context to the relevance to this measure.
Results of Operations
Year Ended December 31, 2020, compared to the Year Ended December 31, 2021, page 138
8.We note your revised disclosures in response to prior comment 11where you state that
Horgos Tianyeumeng and Horgos Youshi contributed RMB 104.3 million and RMB 41.6
million, respectively to the increased holographic technology service revenue.  However,
it remains unclear  how the incorporation of these entities contributed so significantly to
your revenue growth.   Please explain further how entities that were only established in
the fourth quarter of fiscal 2020 had such a significant impact on your revenue growth. To
the extent that such growth is the result of the tax incentives available in the City of
Horgos, explain how tax incentives available to the company impacted your revenue
growth. Similar revisions should be made with regards to Horgos Bowei.
9.You state that the increase in holographic technology service revenue from fiscal 2020 to
fiscal 2021 was mainly due to the acquisition of Shenzhen Tianyuemeng (RMB 3.4
million) and the incorporation of Horgos Tianyeumeng (RMB 104.3 million) and Horgos
Youshi (RMB 41.6 million).  Please include a discussion of any factors that offset these
increases.  In this regard, the factors you identify contributed to RMB 149.3 million of
revenue growth when holographic technology service revenue increased only RMB 121.1
million.
10.You state that cost of holographic solutions increased by RMB 20.5 million or 3661%.
Please provide support for the percentage increase in the cost of such revenues or revise
your disclosures as necessary.
Unaudited Pro Forma Combined Financial Information, page 174
11.Please remove the comparative pro forma Combined statement of Operations for the year
ended December 31, 2020.  Refer to Article 11-02(c)(2) of Regulation S-X.  Also, revise

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 June 6, 2022 Page 4
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
June 6, 2022
Page 4
to remove the introductory discussion of Shenzhen Bowei and Shenzhen
Tianyuemeng since these acquisitions are now fully reflected in MC's results of operations
for 2021.
12.We note your revisions in response to prior comment 17.  Pro forma adjustment (10)
appears to be eliminating $1.4M of transaction costs that are already included in the
historical financial statements of MC and Golden Path.  Elimination of such costs does not
comply with the updated guidance in Article 11-02 of Regulation S-X. Please revise to
remove this adjustment and include only those estimated transaction costs that are not yet
reflected in the historical statements of operations. Also, disclose in the pro forma notes
that such costs will not recur beyond 12 months following the merger.  Refer to Article
11-02(a)(6)(B) and 11-02(a)(11) of Regulation S-X.
MC Hologram Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-27
13.Please explain what the loan proceeds to third parties and loan repayment from third
parties represent.  Also, tell us how you determined that such amounts should be presented
in investing cash flows.  Refer to ASC 230-10-45.
Item 21. Exhibits and Financial Statement Schedules, page II-1
14.Please revise to include updated consents from Shandong Haoxin Certified Public
Accountants Co., Ltd. for inclusion of its audit opinions for Shenzhen Tianyuemeng
Technology Co., Ltd. and Shenzhen Bowei Vision Technology Co., Ltd in this registration
statement.  Alternatively, tell us why you believe the financial statements for these entities
are required.  Refer to Rule 3-05(a) of Regulation S-X.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Edwin, Kim, Staff Attorney, at
(202) 551-3297 or Larry Spirgel, Office Chief at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bill Huo, Esq.

CORRESP
1
filename1.htm

Steven
Glauberman, Esq.

SGlauberman@beckerlawyers.com

Phone: (212) 599 3322 ext. 25115

Fax: (212) 557-0295

Becker
& Poliakoff, LLP
 45 Broadway, 17th Floor
 New York, New York 10006

May 9, 2022

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Mr.
    Dave Edgar

Ms.
Kathleen Collins

Mr.
Edwin Kim

Mr.
Larry Spirgel

    Re:
    Golden
    Path Acquisition Corp

    Response to the Staff’s Comments on Amendment No. 2 to Registration Statement on Form S-4 Filed

February 4, 2022 with File
    No. 333-259896

Dear
Mr. Edgar, Ms. Collins, Mr. Kim, and Mr. Spirgel:

On
behalf of our client, Golden Path Acquisition Corp, a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 23, 2022 on the Company’s
Amendment No. 2 to Registration Statement on Form S-4 previously submitted on February 4, 2022 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 4 to its registration statement on Form S-4 (the
“Revised Registration Statement”) with exhibits via EDGAR to the Commission. Please note that the
consolidated financial information for MC has been updated to December 31, 2021 pursuant to the Securities Act of 1933, as amended
and the rules and regulations promulgated thereunder.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Registration Statement.

    1

Amendment
No. 2 to Registration Statement on Form S-4

Cover
Page

    1.
    We
    note your response to prior comment 1 regarding the potential currency controls between MC Hologram’s PRC-based operating subsidiaries
    and your parent company after your merger. You reference on page 15 that cash raised from overseas financing activities, such as
    SPAC trust funds and other investment funds, may be transferred to your PRC-based operating subsidiaries through capital contributions
    or shareholder loans. However, shareholder loans from foreign lenders are subject to statutory limits, and shareholder loans and
    capital contributions must be registered with PRC authorities. Please describe these statutory limitations and registration requirements
    in more detail and their impact on your ability to fund your China-based operations. In addition, please revise your prospectus cover
    page to discuss the limitations of sending cash or dividends from your PRC-based operating subsidiaries to your parent company. We
    note that PRC regulations permit PRC-based operating subsidiaries to pay dividends to foreign entities, including parent companies,
    only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulation.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
and page 15 in accordance with the Staff’s instructions.

    2.
    We
                                            note your response to prior comment 3 regarding the availability of the PCAOB to inspect
                                            the workpapers of your U.S.-based auditors for PRC-based subsidiaries of MC Hologram. Please
                                            provide similar disclosure in your cover page that clarifies that while your auditor is based
                                            in the U.S. and registered with PCAOB and subject to PCAOB inspection, in the event it is
                                            later determined that the PCAOB is unable to inspect or investigate completely your auditors
                                            workpapers because of a position taken by an authority in a foreign jurisdiction, then such
                                            lack of inspection could cause trading in the your securities to be prohibited under the
                                            Holding Foreign Companies Accountable Act, and ultimately result in a determination by a
                                            securities exchange to delist the your securities.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
in accordance with the Staff’s instructions.

Summary
of the Proxy Statement/Prospectus, page 10

    3.
    Please
                                            address the following as it relates to your revised disclosures in response to prior comment
                                            4:

 ● Disclose
                                            when MC, Mengyun HK and Beijing Xihuiyun Technology were established and the reason for the
                                            reorganization.

 ● Identify
                                            the shareholders and their percentage ownership in each of the above entities prior to the
                                            reorganization and to the extent they differ from the holders in Shanghai Mengyun Holographic
                                            before the reorganization, explain further your assertion that this was a reorganization
                                            of entities under common control.

 ● Revise
                                            the post-organization chart to disclose the shareholders and their percentage ownership in
                                            MC Hologram.

 ● Your
                                            disclosures state that after the reorganization, MC owns 100% equity interests of Mengyun
                                            HK and Beijing Xihuiyun. However, the post-organization chart indicates that MC owns 100%
                                            of Mengyun HK and Mengyun HK owns 100% of Beijing Xihuiyun. Please explain this apparent
                                            inconsistency or revise as necessary.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on pages 12 and 13 in accordance with the Staff’s instructions.

    2

Risk
Factors, page 21

    4.
    Please
    revise here to include a discussion of the numerous material weaknesses in internal control over financial reporting identified by
    MC and its independent registered public accounting firm.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 24 in
accordance with the Staff’s instructions.

Risk
Factors

If
MC’s direct equity ownership is challenged by the PRC authorities, it may have a significant adverse impact on MC’s operating
results..., page 43

    5.
    We
    note your response to prior comment 2 regarding your assessment that a VIE structure is unnecessary to control your PRC-based operating
    subsidiaries under PRC-law. Please disclose your basis for why direct foreign ownership is permissible under current PRC law, and
    clarify whether there is uncertainty as to your conclusion. Disclose that if foreign ownership is disallowed by the PRC government
    in the future, your ownership of your PRC-based subsidiaries may be rescinded, and your ordinary shares may end up worthless in value.
    Please provide similar disclosure on your prospectus cover page and summary.

In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page and pages 22, 23 and 43 in
accordance with the Staff’s instructions.

Non-Competition
and Non-Solicitation Agreements, page 78

    6.
    Your
    response to prior comment 7 indicates that your Non-Competition and Non-Solicitations Agreements only apply to Best Road Holdings
    Limited, not its sole member, Ms. Wei Peng, or her affiliates. However, your revised disclosure and Exhibit 2.2 indicates its restrictions
    would apply to affiliates of Best Road Holdings Limited. Please reconcile. Further, Exhibit 2.2 is filed in draft form without identifying
    Best Road Holdings Limited or Ms. Wei Peng. Please clarify whether this form agreement was used for other investors or entities affiliated
    with management. If not, please file this agreement in executed form.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 79 in
accordance with the Staff’s instructions and wishes to clarify that the non-competition and non-solicitation agreement (the “Agreement”)
with Best Road Holdings Limited (“Best Road”) applies to Best Road and its affiliates, including Best Road’s
sole member Ms. Wei Peng.

The
executed Agreement is being filed as Exhibit 2.2 with the Revised Registration Statement.

Business
of MC

MC’s
Services, page 115

    7.
    We
    note your revisions in response to prior comment 20. Please further revise to include a discussion of the vendor arrangements related
    to the resale of hardware, as previously requested. Tell us whether you rely on a few specific vendors for a significant portion
    of your holographic hardware and if so, revise to include a discussion of such relationships. Also, you state that you have a competitive
    advantage by having “bargaining power” against your vendors. Please explain how your bargaining power supports the increase
    in the unit cost of chip prices as discussed on page 135 and revise your disclosure as necessary.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on pages 123, 136 and 147 in accordance with the Staff’s
instructions.

    3

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of MC Specific Factors Affecting MC’s Results of Operations

MC’s
ability to retain and attract customers, page 132

    8.
    We
                                            note your revised disclosures in response to prior comment 8. Please revise further to address
                                            the following:

 ● You
                                            state that customer count includes all customers that you generated revenue from during the
                                            measurement period. Provide us with your customer count for each category of customer disclosed
                                            at the measurement date.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 135 in accordance with the Staff’s instructions.

 ● You
                                            state your performance metrics exclude web content customer information. Explain further
                                            which revenue stream web content relates to and why it is excluded from your metrics. Also,
                                            disclose the percentage of revenue generated from web content customers for each period presented.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on pages 133 and 134 in accordance with the Staff’s
instructions.

 ● Revise
                                            to clarify whether the customers acquired from Shenzhen Bowei and Shenzhen Tianyuemeng are
                                            included in your new customer count. Also, explain further how these acquisitions impacted
                                            your customer count in each period. In this regard, clarify what impact these acquisitions
                                            had on the significant increase in your customer count from September 30, 2020 to December
                                            31, 2020.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● Revise
                                            to disclose the retention rate for your top 10 customers and top 20 customers for all periods
                                            presented. Also, disclose the percentage of revenue generated from your top 20 customers
                                            for each period to add context to the relevance of this measure.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● Revise
                                            to disclose the percentage of total revenue attributed to your high paying customers.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● Further
                                            explain the increase in your total customer retention rate for the year ended December 31,
                                            2020 to the nine months ended September 30, 2021. In this regard clarify how sales through
                                            your own channel resulted in more favorable renewal rates than sales through third party
                                            channels.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● You
                                            state that retention rate is calculated using the number of existing customers at the beginning
                                            of the period and the number of customers who are still active at the end of the following
                                            period. Explain further what is meant by end of the “following” period and clarify
                                            whether your customer count for purposes of this calculation is based on the customers at
                                            period end or those that were customers at any point during the period.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● Consider
                                            providing your key performance metrics in a tabular presentation to provide more understandable
                                            disclosures. Refer to Section III.A of SEC Release No. 33-8350.

In response to the Staff’s comments, the Company has revised
the disclosure in the Revised Registration Statement on pages 134 and 135 in accordance with the Staff’s instructions.

    4

COVID-19
Pandemic, page 134

    9.
    We
    note your revised disclosures in response to prior comment 9. Please confirm for us that the sales volume for your one chip product
    increased 21.4% despite the 21.74% increase in the sales price for such product or revise your disclosures as necessary. Also, you
    refer to the change in price and volume for your top 3 chip products. Revise to clarify whether these changes relate to fiscal 2020
    or the nine-months ended September 30, 2021 and provide similar disclosures for the period not currently provided.

The Company respectfully advises the Staff
that the disclosed changes in price and volume for MC’s top 3 chip products are related to the fiscal year of

CORRESP
1
filename1.htm

Steven
Glauberman, Esq.

SGlauberman@beckerlawyers.com

Phone: (212) 599 3322 ext. 25115

Fax: (212) 557-0295

Becker
& Poliakoff, LLP
 45 Broadway, 17th Floor
 New York, New York 10006

March
9, 2022

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Mr.
    Dave Edgar

Ms.
Kathleen Collins

Mr.
Edwin Kim

Mr.
Larry Spirgel

    Re:
    Golden
    Path Acquisition Corp

    Response to the Staff’s Comments on Amendment No. 2 to Registration Statement on Form S-4 Filed

February 4, 2022 with File
    No. 333-259896

Dear
Mr. Edgar, Ms. Collins, Mr. Kim, and Mr. Spirgel:

On
behalf of our client, Golden Path Acquisition Corp, a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated February 23, 2022 on the Company’s
Amendment No. 2 to Registration Statement on Form S-4 previously submitted on February 4, 2022 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 3 to its registration statement on Form S-4 (the “Revised
Registration Statement”) with exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Registration Statement.

    1

Amendment
No. 2 to Registration Statement on Form S-4

Cover
Page

    1.
    We
    note your response to prior comment 1 regarding the potential currency controls between MC Hologram’s PRC-based operating subsidiaries
    and your parent company after your merger. You reference on page 15 that cash raised from overseas financing activities, such as
    SPAC trust funds and other investment funds, may be transferred to your PRC-based operating subsidiaries through capital contributions
    or shareholder loans. However, shareholder loans from foreign lenders are subject to statutory limits, and shareholder loans and
    capital contributions must be registered with PRC authorities. Please describe these statutory limitations and registration requirements
    in more detail and their impact on your ability to fund your China-based operations. In addition, please revise your prospectus cover
    page to discuss the limitations of sending cash or dividends from your PRC-based operating subsidiaries to your parent company. We
    note that PRC regulations permit PRC-based operating subsidiaries to pay dividends to foreign entities, including parent companies,
    only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulation.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
and page 15 in accordance with the Staff’s instructions.

    2.
    We
                                            note your response to prior comment 3 regarding the availability of the PCAOB to inspect
                                            the workpapers of your U.S.-based auditors for PRC-based subsidiaries of MC Hologram. Please
                                            provide similar disclosure in your cover page that clarifies that while your auditor is based
                                            in the U.S. and registered with PCAOB and subject to PCAOB inspection, in the event it is
                                            later determined that the PCAOB is unable to inspect or investigate completely your auditors
                                            workpapers because of a position taken by an authority in a foreign jurisdiction, then such
                                            lack of inspection could cause trading in the your securities to be prohibited under the
                                            Holding Foreign Companies Accountable Act, and ultimately result in a determination by a
                                            securities exchange to delist the your securities.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
in accordance with the Staff’s instructions.

Summary
of the Proxy Statement/Prospectus, page 10

    3.
    Please
                                            address the following as it relates to your revised disclosures in response to prior comment
                                            4:

 ● Disclose
                                            when MC, Mengyun HK and Beijing Xihuiyun Technology were established and the reason for the
                                            reorganization.

 ● Identify
                                            the shareholders and their percentage ownership in each of the above entities prior to the
                                            reorganization and to the extent they differ from the holders in Shanghai Mengyun Holographic
                                            before the reorganization, explain further your assertion that this was a reorganization
                                            of entities under common control.

 ● Revise
                                            the post-organization chart to disclose the shareholders and their percentage ownership in
                                            MC Hologram.

 ● Your
                                            disclosures state that after the reorganization, MC owns 100% equity interests of Mengyun
                                            HK and Beijing Xihuiyun. However, the post-organization chart indicates that MC owns 100%
                                            of Mengyun HK and Mengyun HK owns 100% of Beijing Xihuiyun. Please explain this apparent
                                            inconsistency or revise as necessary.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 12 in
accordance with the Staff’s instructions.

    2

Risk
Factors, page 21

    4.
    Please
    revise here to include a discussion of the numerous material weaknesses in internal control over financial reporting identified by
    MC and its independent registered public accounting firm.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 23 in
accordance with the Staff’s instructions.

Risk
Factors

If
MC’s direct equity ownership is challenged by the PRC authorities, it may have a significant adverse impact on MC’s operating
results..., page 43

    5.
    We
    note your response to prior comment 2 regarding your assessment that a VIE structure is unnecessary to control your PRC-based operating
    subsidiaries under PRC-law. Please disclose your basis for why direct foreign ownership is permissible under current PRC law, and
    clarify whether there is uncertainty as to your conclusion. Disclose that if foreign ownership is disallowed by the PRC government
    in the future, your ownership of your PRC-based subsidiaries may be rescinded, and your ordinary shares may end up worthless in value.
    Please provide similar disclosure on your prospectus cover page and summary.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
and pages 22 and 43 in accordance with the Staff’s instructions.

Non-Competition
and Non-Solicitation Agreements, page 78

    6.
    Your
    response to prior comment 7 indicates that your Non-Competition and Non-Solicitations Agreements only apply to Best Road Holdings
    Limited, not its sole member, Ms. Wei Peng, or her affiliates. However, your revised disclosure and Exhibit 2.2 indicates its restrictions
    would apply to affiliates of Best Road Holdings Limited. Please reconcile. Further, Exhibit 2.2 is filed in draft form without identifying
    Best Road Holdings Limited or Ms. Wei Peng. Please clarify whether this form agreement was used for other investors or entities affiliated
    with management. If not, please file this agreement in executed form.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 78 in
accordance with the Staff’s instructions and wishes to clarify that the non-competition and non-solicitation agreement (the “Agreement”)
with Best Road Holdings Limited (“Best Road”) applies to Best Road and its affiliates, including Best Road’s
sole member Ms. Wei Peng.

The
executed Agreement is being filed as Exhibit 2.2 with the Revised Registration Statement.

Business
of MC

MC’s
Services, page 115

    7.
    We
    note your revisions in response to prior comment 20. Please further revise to include a discussion of the vendor arrangements related
    to the resale of hardware, as previously requested. Tell us whether you rely on a few specific vendors for a significant portion
    of your holographic hardware and if so, revise to include a discussion of such relationships. Also, you state that you have a competitive
    advantage by having “bargaining power” against your vendors. Please explain how your bargaining power supports the increase
    in the unit cost of chip prices as discussed on page 135 and revise your disclosure as necessary.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 122 and
136 in accordance with the Staff’s instructions.

    3

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of MC Specific Factors Affecting MC’s Results of Operations

MC’s
ability to retain and attract customers, page 132

    8.
    We
                                            note your revised disclosures in response to prior comment 8. Please revise further to address
                                            the following:

 ● You
                                            state that customer count includes all customers that you generated revenue from during the
                                            measurement period. Provide us with your customer count for each category of customer disclosed
                                            at the measurement date.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● You
                                            state your performance metrics exclude web content customer information. Explain further
                                            which revenue stream web content relates to and why it is excluded from your metrics. Also,
                                            disclose the percentage of revenue generated from web content customers for each period presented.

In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on page 132 and 133 in accordance with the
Staff’s instructions.

 ● Revise
                                            to clarify whether the customers acquired from Shenzhen Bowei and Shenzhen Tianyuemeng are
                                            included in your new customer count. Also, explain further how these acquisitions impacted
                                            your customer count in each period. In this regard, clarify what impact these acquisitions
                                            had on the significant increase in your customer count from September 30, 2020 to December
                                            31, 2020.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● Revise
                                            to disclose the retention rate for your top 10 customers and top 20 customers for all periods
                                            presented. Also, disclose the percentage of revenue generated from your top 20 customers
                                            for each period to add context to the relevance of this measure.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 133 in accordance with the Staff’s instructions.

 ● Revise
                                            to disclose the percentage of total revenue attributed to your high paying customers.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 134 in accordance with the Staff’s instructions.

 ● Further
                                            explain the increase in your total customer retention rate for the year ended December 31,
                                            2020 to the nine months ended September 30, 2021. In this regard clarify how sales through
                                            your own channel resulted in more favorable renewal rates than sales through third party
                                            channels.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 133 in accordance with the Staff’s instructions.

 ● You
                                            state that retention rate is calculated using the number of existing customers at the beginning
                                            of the period and the number of customers who are still active at the end of the following
                                            period. Explain further what is meant by end of the “following” period and clarify
                                            whether your customer count for purposes of this calculation is based on the customers at
                                            period end or those that were customers at any point during the period.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on page 133 in accordance with the Staff’s instructions.

 ● Consider
                                            providing your key performance metrics in a tabular presentation to provide more understandable
                                            disclosures. Refer to Section III.A of SEC Release No. 33-8350.

In response to the Staff’s comments, the Company has revised
the disclosure in the Revised Registration Statement on pages 133 and 134 in accordance with the Staff’s instructions.

    4

COVID-19
Pandemic, page 134

    9.
    We
    note your revised disclosures in response to prior comment 9. Please confirm for us that the sales volume for your one chip product
    increased 21.4% despite the 21.74% increase in the sales price for such product or revise your disclosures as necessary. Also, you
    refer to the change in price and volume for your top 3 chip products. Revise to clarify whether these changes relate to fiscal 2020
    or the nine-months ended September 30, 2021 and provide similar disclosures for the period not currently provided.

The Company respectfully advises the
Staff that the disclosed changes in price and volume for MC’s top 3 chip products are related to the nine months ended September
30, 2021. The Company didn’t have chip sales business in 2019 and as a result, similar disclosures related to fiscal year 2020
as compared to 2019 do not apply.

In response to the Staff’s comments, the Compan

United States securities and exchange commission logo
February 23, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 4, 2022
File No. 333-259896
Dear Mr. Cheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 24, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed February 4, 2022
Cover Page
1.We note your response to prior comment 1 regarding the potential currency controls
between MC Hologram’s PRC-based operating subsidiaries and your parent company
after your merger.  You reference on page 15 that cash raised from overseas financing
activities, such as SPAC trust funds and other investment funds, may be transferred to
your PRC-based operating subsidiaries through capital contributions or shareholder loans.
However, shareholder loans from foreign lenders are subject to statutory limits, and
shareholder loans and capital contributions must be registered with PRC authorities.
Please describe these statutory limitations and registration requirements in more detail and
their impact on your ability to fund your China-based operations.  In addition, please

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 February 23, 2022 Page 2
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
February 23, 2022
Page 2
revise your prospectus cover page to discuss the limitations of sending cash or dividends
from your PRC-based operating subsidiaries to your parent company.  We note that PRC
regulations permit PRC-based operating subsidiaries to pay dividends to foreign entities,
including parent companies, only out of their accumulated profits, if any, determined in
accordance with PRC accounting standards and regulation.
2.We note your response to prior comment 3 regarding the availability of the PCAOB to
inspect the workpapers of your U.S.-based auditors for PRC-based subsidiaries of MC
Hologram.  Please provide similar disclosure in your cover page that clarifies that while
your auditor is based in the U.S. and registered with PCAOB and subject to PCAOB
inspection, in the event it is later determined that the PCAOB is unable to inspect or
investigate completely your auditors workpapers because of a position taken by an
authority in a foreign jurisdiction, then such lack of inspection could cause trading in the
your securities to be prohibited under the Holding Foreign Companies Accountable
Act, and ultimately result in a determination by a securities exchange to delist the
your securities.
Summary of the Proxy Statement/Prospectus, page 10
3.Please address the following as it relates to your revised disclosures in response to prior
comment 4:
•Disclose when MC, Mengyun HK and Beijing Xihuiyun Technology were
established and the reason for the reorganization.
•Identify the shareholders and their percentage ownership in each of the above entities
prior to the reorganization and to the extent they differ from the holders in Shanghai
Mengyun Holographic before the reorganization, explain further your assertion that
this was a reorganization of entities under common control.
•Revise the post-organization chart to disclose the shareholders and their percentage
ownership in MC Hologram.
•Your disclosures state that after the reorganization, MC owns 100% equity interests
of Mengyun HK and Beijing Xihuiyun.  However, the post-organization chart
indicates that MC owns 100% of Mengyun HK and Mengyun HK owns 100% of
Beijing Xihuiyun.  Please explain this apparent inconsistency or revise as necessary.
Risk Factors, page 21
4.Please revise here to include a discussion of the numerous material weaknesses in internal
control over financial reporting identified by MC and its independent registered public
accounting firm.
Risk Factors
If MC's direct equity ownership is challenged by the PRC authorities, it may have a significant
adverse impact on MC's operating results..., page 43
5.We note your response to prior comment 2 regarding your assessment that a VIE structure

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 February 23, 2022 Page 3
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
February 23, 2022
Page 3
is unnecessary to control your PRC-based operating subsidiaries under PRC-law.  Please
disclose your basis for why direct foreign ownership is permissible under current PRC
law, and clarify whether there is uncertainty as to your conclusion.  Disclose that
if foreign ownership is disallowed by the PRC government in the future, your ownership
of your PRC-based subsidiaries may be rescinded, and your ordinary shares may end up
worthless in value.  Please provide similar disclosure on your prospectus cover page and
summary.
Non-Competition and Non-Solicitation Agreements, page 78
6.Your response to prior comment 7 indicates that your Non-Competition and Non-
Solicitations Agreements only apply to Best Road Holdings Limited, not its sole
member, Ms. Wei Peng, or her affiliates.  However, your revised disclosure and Exhibit
2.2 indicates its restrictions would apply to affiliates of Best Road Holdings Limited.
Please reconcile.  Further, Exhibit 2.2 is filed in draft form without identifying Best Road
Holdings Limited or Ms. Wei Peng.  Please clarify whether this form agreement was used
for other investors or entities affiliated with management.  If not, please file this
agreement in executed form.
Business of MC
MC's Services, page 115
7.We note your revisions in response to prior comment 20. Please further revise to include a
discussion of the vendor arrangements related to the resale of hardware, as previously
requested.  Tell us whether you rely on a few specific vendors for a significant portion of
your holographic hardware and if so, revise to include a discussion of such relationships.
Also, you state that you have a competitive advantage by having "bargaining power"
against your vendors. Please explain how your bargaining power supports the increase in
the unit cost of chip prices as discussed on page 135 and revise your disclosure as
necessary.
Management's Discussion and Analysis of Financial Condition and Results of Operations of MC
Specific Factors Affecting MC's Results of Operations
MC's ability to retain and attract customers, page 132
8.We note your revised disclosures in response to prior comment 8. Please revise further to
address the following:
•You state that customer count includes all customers that you generated revenue from
during the measurement period.  Provide us with your customer count for each
category of customer disclosed at the measurement date.
•You state your performance metrics exclude web content customer information.
Explain further which revenue stream web content relates to and why it is excluded
from your metrics.  Also, disclose the percentage of revenue generated from web
content customers for each period presented.
•Revise to clarify whether the customers acquired from Shenzhen Bowei and

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 February 23, 2022 Page 4
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
February 23, 2022
Page 4
Shenzhen Tianyuemeng are included in your new customer count.  Also, explain
further how these acquisitions impacted your customer count in each period.  In this
regard, clarify what impact these acquisitions had on the significant increase in your
customer count from September 30, 2020 to December 31, 2020.
•Revise to disclose the retention rate for your top 10 customers and top 20 customers
for all periods presented.  Also, disclose the percentage of revenue generated from
your top 20 customers for each period to add context to the relevance of this measure.
•Revise to disclose the percentage of total revenue attributed to your high paying
customers.
•Further explain the increase in your total customer retention rate for the year ended
December 31, 2020 to the nine months ended September 30, 2021.  In this regard
clarify how sales through your own channel resulted in more favorable renewal rates
than sales through third party channels.
•You state that retention rate is calculated using the number of existing customers at
the beginning of the period and the number of customers who are still active at the
end of the following period.  Explain further what is meant by end of the "following"
period and clarify whether your customer count for purposes of this calculation is
based on the customers at period end or those that were customers at any point during
the period.
•Consider providing your key performance metrics in a tabular presentation to provide
more understandable disclosures. Refer to Section III.A of SEC Release No. 33-8350.

Covid-19 Pandemic, page 134
9.We note your revised disclosures in response to prior comment 9.  Please confirm for us
that the sales volume for your one chip product increased 21.4% despite the 21.74%
increase in the sales price for such product or revise your disclosures as necessary.  Also,
you refer to the change in price and volume for your top 3 chip products.  Revise to clarify
whether these changes relate to fiscal 2020 or the nine-months ended September 30, 2021
and provide similar disclosures for the period not currently provided.
Results of Operations
Nine Months Ended September 30, 2020, Compared to the Nine Months Ended September 30,
2021, page 136
10.Please revise to include a breakdown of your revenue by product line for all periods
presented, similar to your segment footnote disclosures, to add further context to your
results of operations discussion.
11.We note from your revised disclosures in response to prior comment 10 that Horgos
Bowei and Horgos Tianyuemeng were geographic extensions of Shenzhen Bowei and
Shenzhen Tianyuemeng, respectively.  Please explain further to us, and revise to clarify,
how these incorporations contributed so significantly to revenue growth.  In this regard,
explain whether revenue from these entities is attributable to the product and service lines

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 February 23, 2022 Page 5
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
February 23, 2022
Page 5
of the acquired businesses and if so why a separate discussion of the incorporated entities
is relevant.  Also, clarify whether the tax incentives and local government subsidies are
incentives for you or your customers and explain further how such incentives impacted
your revenue growth.  Tell us whether similar incentives were previously available to
customers of Shenzhen Bowei and Shenzhen Tianyuemeng.  Lastly, revise your Business
section to include a discussion of the impact of such incentives on your business.
12.We note your revised disclosures in response to prior comment 11 where you refer to "the
commerce of operation of Mcloudvr HK in October 2020, which starts chip business...."
Please revise to clarify, if true, that Mcloudvr HK "commenced" their operations and
began selling holographic hardware in October 2020.  Also, revise your Business Section
to include a discussion of the Mcloudvr HK acquisition and its impact on your business.
In this regard, your disclosures on page F-43 indicate that this entity had no operations
when you acquired them on October 5, 2020.
13.In an effort to add further context to the significant decrease in the Holographic Solutions
gross margins, please revise to disclose the gross margins for your holographic hardware
sales for each period presented similar to your discussion of LiDAR product margins.
Year Ended December 31, 2019 compared to the Year Ended December 31, 2020, page 139
14.We note your revised disclosures in response to prior comment 12 where you refer to
several factors that contributed to the increase in holographic solutions revenue for fiscal
2020 compared to fiscal 2019.  Please revise to also discuss any factors that offset such
amounts.  For example, include a quantified discussion of the decrease in holographic
technology licensing and content product revenue and the reasons for such decline.
Liquidity and Capital Resources, page 142
15.We note your revised disclosures on page 15 in response to prior comment 13 regarding
the holding company's ability to transfer any funds received from the merger into the
PRC.  Please make similar revisions in this section of the filing.
Unaudited Pro Forma Combined Financial Information, page 171
16.We note your revisions in response to prior comment 15 to reflect the acquisitions of
Shenzhen Bowei and Shenzhen Tianyuemeng in the pro forma financial statements.
Please revise to address the following:
•Include a discussion in the introductory paragraph of  each transaction for which you
are giving pro forma effect and ensure you address each of the requirements in
Article 11-02(a)(2) of Regulation S-X.
•Revise to include a pro forma adjustment column for these acquisitions separate from
the pro forma adjustment columns for the Golden Path merger. In this regard, include
a column for MC, Shenzhen Bowei, Shenzhen Tianyuemeng, pro forma adjustments
related to these mergers and then a subtotal for MC combined. Then show the pro
forma adjustments related to the merger under min/max scenarios.  Refer to Article

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 February 23, 2022 Page 6
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
February 23, 2022
Page 6
11-02(a)(4).
•Pro forma adjustment (12) reflects amortization of intangibles acquired from
Shenzhen Bowei and Shenzhen Tianyuemeng of $1,149,351.  Your pro forma
disclosures on page F-94 show a similar amount related to Shenzhen Bowei only and
such amount is in RMB.  Please explain this apparent inconsistency or revise.  Also,
revise footnote (12) to include a discussion of the intangible assets acquired and the
useful lives of such assets for each entity to support this adjustment.  Refer to Article
11-02(a)(8) of Regulation S-X.
17.We note your revisions in response to prior comment 16.  In footnote 3 on page 176 you
indicate that there will be approximately $3.6 million of transaction costs incurred by
Golden Path and MC at the close of the business combination. Tell us what amounts, if
any, are already reflected in the historical financial statements.  Any amounts not reflected
in the historical financial statements should be recorded in the pro forma income statement
for fiscal 2020 and the footnote disclosures should clearly indicate that such costs are non-
recurring.  No adjustments related to unrecorded transaction costs should be reflected in
the September 30, 2021 pro forma financial statements.  Please revise or explain further
how your current disclosures comply with Article 11-02(b)(6)(B) of Regulation S-X.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-87
18.We note your response to prior comments 21 and 22.  Please revise here to more clearly
describe how you determined that you have the ability to direct the use of, and obtain
substantially all of the benefits from your hardware sales, similar to the information
provide

CORRESP
1
filename1.htm

Steven Glauberman, Esq.

SGlauberman@beckerlawyers.com

Phone: (212) 599 3322 ext. 25115

Fax: (212) 557-0295

Becker&
Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

February 4, 2022

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Mr.
    Dave Edgar

Ms.
Kathleen Collins

Mr.
Edwin Kim

Mr.
Larry Spirgel

    Re:
    Golden
    Path Acquisition Corp

    Response to the Staff’s Comments on Amendment No. 1 to Registration Statement on Form S-4 Filed December 30, 2021 with File
    No. 333-259896

Dear
Mr. Edgar, Ms. Collins, Mr. Kim, and Mr. Spirgel:

On
behalf of our client, Golden Path Acquisition Corp, a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 24, 2022 on the Company’s
Amendment No. 1 to Registration Statement on Form S-4 previously submitted on December 30, 2021 (the “Registration Statement”).

Concurrently
with the submission of this letter, the Company is submitting Amendment No. 2 to its registration statement on Form S-4 (the “Revised
Registration Statement”) with exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Registration Statement.

Amendment
No. 1 to Registration Statement on Form S-4

Summary
of the Proxy Statement/Prospectus, page 10

    1.
    We
    note your response to prior comment 7 regarding how cash is transferred from MC’s entities and how no PRC or Hong Kong derived
    cash has been transferred to foreign entities. Describe any restrictions on foreign exchange and your ability to transfer cash between
    entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings
    from your businesses to the parent company and U.S. investors. Further, please explain how the SPAC’s trust funds and investment
    funds will be used by your PRC-based operating subsidiaries and discuss any restrictions or limitations on the holding company’s
    ability to transfer funds into the PRC.

In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on [page 14-15] in accordance with the Staff’s
instructions.

    2.
    We
    note your response to prior comment 1. Please expand your disclosure accompanying your pre- and post-reorganization diagrams on page
    12 to make clear that you do not operate through any VIE structure because you are permitted under current PRC law to employ direct
    equity ownership of all your operating subsidiaries in the PRC. If your conclusion is not free from doubt (we note that you contemplated
    using VIEs as part of your merger agreement), please make this clear and include a new risk factor highlighting that your decision
    not to employ VIE structures for your PRC operating subsidiaries could be in error, and what the consequences would be to investors
    if your direct equity ownership is challenged by the PRC authorities.

In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on page 43 in accordance with the Staff’s
instructions.

    3.
    We
    note your disclosure about the Holding Foreign Companies Accountable Act and MC Hologram’s New York City-based audit firm,
    Friedman LLP, is subject to PCAOB inspections and not subject to the determinations announced by the PCAOB on December 16, 2021.
    Please clarify whether the PCAOB has the right and access to inspect the audit workpapers of the MC Hologram’s Chinese subsidiaries
    or any Chinese-based subsidiary post-business combination, and if not, what are the implications to the company.

In response to the Staff’s comments,
the Company has revised the disclosure in the Revised Registration Statement on pages 22 and 42 in accordance with the Staff’s
instructions.

    4.
    Please
    revise the introductory paragraphs to include a discussion of MC’s September 10, 2021 reorganization of entities under common
    control to add context to the preorganization and post-organization charts.

In response to the Staff’s comments, the
Company has revised the disclosure in the Revised Registration Statement on page 12 in accordance with the Staff’s instructions.

MC
Hologram, page 11

    5.
    We
    note your response to prior comment 10 regarding your ADAS and how it relates to the autonomous driving industry. Please provide
    a more descriptive or illustrative example of how your ADAS technology is currently used within the automotive industry in standard
    vehicles, such as parking assistance or accident warning systems. Further, please clarify the meaning of your statement: “MC
    does not engage directly in the autonomous driving business ....”

In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on page 11 in accordance with the Staff’s
instructions.

If
MC or New Golden Path fails to implement and maintain an effective system of internal controls..., page 59

    6.
    We
    note your revised disclosures in response to prior comment 18 where you indicate that Golden Path concluded its disclosure controls
    and procedures were not effective as of September 30, 2021, and as a remedial measure revised their June 24, 2021 balance sheet to
    reclassify public warrants. Please explain further how the correction of this error remediated the weaknesses or deficiencies in
    your controls and procedures. Alternatively, provide a separate discussion of any material weaknesses or significant deficiencies
    in Golden Path’s controls that resulted in the restatement related to accounting for public warrants. Similarly, address any
    control deficiencies related to the error in the classification of redeemable stock outside of permanent equity. Similarly, revise
    your Controls and Procedures disclosures on page 169 and explain your reference to the “balance as of September 24, 2021.”

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 61-62 and page 171 in accordance
with the Staff’s instructions.

    2

Non-competition
and Non-solicitation Agreements, page 77

    7.
    We
    note your response to prior comment 19 regarding your non-competition and non-solicitation agreement with Best Road Holdings Limited.
    Please file this agreement and clarify whether the agreement applies solely to Best Road Holdings Limited or if it applies more broadly
    to its sole member, Ms. Wei Peng, and her affiliates. Further, please provide more detail of the scope of the business operations
    and activities the agreement encompasses.

In
response to the Staff’s comments, the Company wishes to clarify that the non-competition and non-solicitation agreement (the “Agreement”)
with Best Road Holdings Limited (“Best Road”) applies solely to Best Road, or any successors and assigns of Best Road,
and does not cover Best Road’s sole member Ms. Wei Peng or her affiliates.

Below
is a summary of the scope of business operations and activities encompassed by the Agreement:

 ● Restriction
                                            on Competition. Best Road agrees that, during the period commencing on the closing date
                                            of the Agreement (the “Closing Date”) and ending on the two-year anniversary
                                            of the Closing Date (the “Non-Competition Period”), Best Road shall not,
                                            and shall not direct, instruct, or support, any efforts of any of Best Road’s affiliates
                                            or any other person to establish or hold any equity interest in, manage, advise or control
                                            any person, the business of which competes or will compete with MC/ New Golden Path’s
                                            business.

 ● No
                                            Solicitation. Best Road agrees that during the Non-Competition Period, Best Road shall
                                            not directly or indirectly, personally or through others, encourage, induce, solicit or attempt
                                            thereof (on Best Road’s own behalf or on behalf of any other person) (i) any director
                                            or officer or employee of MC/ New Golden Path to leave the employ of MC/ New Golden Path,
                                            or (ii) any vendor or customer of MC/ New Golden Path to cease supplying MC/ New Golden Path
                                            or purchasing services or goods from MC/ New Golden Path.

The
Company has also revised the disclosure in the Revised Registration Statement on page 78 and II-1 in accordance with the
Staff’s instructions.

According
to Business Combination and Merger Agreement by and among MC Hologram Inc., Golden Path Acquisition Corporation and Golden Path Merger
Sub Corporation, the Agreement will be entered into by and among Best Road, Golden Path and MC upon closing of the merger. A form of
the Agreement is being filed as Exhibit 2.2 with the Revised Registration Statement.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of MC Specific Factors Affecting MC’s Results of Operations,
page 131

    8.
    We
    note your revised disclosures provided in response to prior comment 27 and have the following additional comments:

 ● Revise to disclose how you define a customer and specifically
address the fact that your customer count is for the period ended rather than at each balance sheet date.

 ● Revise
to present all metrics for each of the annual and interim periods included in the filing.

 ● Revise
to discuss any significant fluctuations in your metrics. For example, explain the decrease in customers from 77 for the period ended
December 31, 2019 to 43 for the period ended September 30, 2020 and then the increase to 131 for the period ended December 31, 2020.
Similarly, explain the increase in the retention rate from 21% for the year ended December 31, 2020 to 48% for the nine months ended
September 30, 2021.

 ● Provide
a quantified discussion of any impact the Shenzhen Bowei and Shenzhen Tianyuemeng acquisitions had on your metrics.

 ● Revise
to disclose the percentage of total revenue attributed to your high paying and top 10 customers to add context to such measure.

Refer to SEC Release No. 33-10751.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 132-133
in accordance with the Staff’s instructions.

    3

COVID-19
Pandemic, page 133

    9.
    We
    note your revised disclosures in response to prior comment 24. Please revise to quantify, if possible, how the shortage of chips
    products and the increased prices have impacted your historical operations. Also, to the extent you expect these trends to continue
    beyond fiscal 2020, include a discussion of any material effects such trends may have on your future results of operations.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 135 in accordance with the Staff’s instructions.

Results
of Operations

Nine
Months Ended September 30, 2020, Compared to the Nine Months Ended September 30, 2021, page 135

    10.
    We
    note your revised disclosures in response to prior comment 28 where you attribute the increase in segment revenue to the Shenzhen
    Tianyeumeng and Shenzhen Bowei acquisitions. However, you also refer to the increase in revenue due to the incorporation of Horgos
    Bowei, Horgos Tianyuemeng and Horgos Youshi. Please tell us the relationship, if any, between these recently incorporated entities
    and the businesses acquired. Also, revise to clarify how the incorporation of an entity impacted your revenue. To the extent you
    launched new product or services as a result of such incorporation, revise to discuss the impact from such changes on your revenue
    growth.

The Company respectfully advises the
Staff that Shenzhen Tianyuemeng was acquired by MC on October 1, 2020 and Horgos Tianyuemeng is a fully owned subsidiary of Shenzhen
Tianyuemeng incorporated on October 23, 2020. Shenzhen Bowei was acquired by MC on July 1, 2020 and Horgos Bowei is a fully owned
subsidiary of Shenzhen Bowei incorporated on November 4, 2020. Horgos Youshi is a fully owned subsidiary of Qianhai Youshi, which is
a fully owned subsidiary of Shanghai Mengyun. Please refer to page 12 for a detailed organization chart of MC.

In response to the Staff’s comments, the Company has revised the
disclosure in the Revised Registration Statement on pages 136-137 and 139-140 to clarify how the incorporation of an entity impact our revenue
in accordance with the Staff’s instructions.

    11.
    Please
    revise to clarify how the diversification of the Shenzhen Mengyun and Shanghai Mengyun’s business lines and the commerce of
    operation of Mcloudvr HK impacted your revenue and profit margins.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 136-137
in accordance with the Staff’s instructions.

Year
Ended December 31, 2019 compared to Year Ended December 31, 2020, page 137

    12.
    Please
    revise to provide a quantified discussion regarding the impact of the Shenzhen Bowei and Shenzhen Tianyuegmeng acquisitions on your
    revenue growth in fiscal 2020 along with a quantified discussion of any other factors that impacted such revenue growth.

In response to the Staff’s comments, the Company has revised the
disclosure in the Revised Registration Statement on page 139-140 in accordance with the Staff’s instructions.

Liquidity
and Capital Resources, page 140

    13.
    We
    note your revised disclosures in response to prior comment 25. As previously requested, please revise to also discuss any limitations
    on the holding company’s ability to transfer any funds received in the merger into the PRC. Also, you refer to a U.S. dollar
    translation of $7.6 million, which does not agree to the $6.8 million disclosed in the corresponding table. Please revise.

In response to the Staff’s
comments, the Company has revised the disclosure in the Revised Registration Statement on page 14-15 and 142 in accordance with the Staff’s
instructions.

    14.
    Your
    revised disclosures in response to prior comment 26 indicate that accounts receivable increased in the nine months ended September
    30, 2021. However, we note from disclosure on page F-42 that accounts receivable decreased during the period. Please revise.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 143 in
accordance with the Staff’s instructions.

    4

Unaudited
Pro Forma Combined Financial Information, page 171

    15.
    Please
    revise to include Golden Path’s acquisition of both Shenzhen Tianyuemeng Technology Co., Ltd. and Shenzhen Bowei Vision Technology
    Co., Ltd. in your unaudited pro forma condensed statement of operations for the year ended December 31, 2020. Refer to Rule 11-01(a)
    of Regulation S-X.

In
response to the Staff’s comments, the Company has revi

United States securities and exchange commission logo
January 24, 2022
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 30, 2021
File No. 333-259896
Dear Mr. Cheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 2, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus, page 10
1.We note your response to prior comment 7 regarding how cash is transferred from MC's
entities and how no PRC or Hong Kong derived cash has been transferred to foreign
entities.  Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from your businesses to the parent
company and U.S. investors.  Further, please explain how the SPAC's trust funds and
investment funds will be used by your PRC-based operating subsidiaries and discuss any
restrictions or limitations on the holding company’s ability to transfer funds into the PRC.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 January 24, 2022 Page 2
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
January 24, 2022
Page 2
2.We note your response to prior comment 1.  Please expand your disclosure accompanying
your pre- and post-reorganization diagrams on page 12 to make clear that you do not
operate through any VIE structure because you are permitted under current PRC law to
employ direct equity ownership of all your operating subsidiaries in the PRC.  If your
conclusion is not free from doubt (we note that you contemplated using VIEs as part of
your merger agreement), please make this clear and include a new risk factor highlighting
that your decision not to employ VIE structures for your PRC operating subsidiaries could
be in error, and what the consequences would be to investors if your direct equity
ownership is challenged by the PRC authorities.
3.We note your disclosure about the Holding Foreign Companies Accountable Act and MC
Hologram’s New York City-based audit firm, Friedman LLP, is subject to PCAOB
inspections and not subject to the determinations announced by the PCAOB on December
16, 2021.  Please clarify whether the PCAOB has the right and access to inspect the audit
workpapers of the MC Hologram’s Chinese subsidiaries or any Chinese-based subsidiary
post-business combination, and if not, what are the implications to the company.
4.Please revise the introductory paragraphs to include a discussion of MC's September 10,
2021 reorganization of entities under common control to add context to the pre-
organization and post-organization charts.
MC Hologram, page 11
5.We note your response to prior comment 10 regarding your ADAS and how it relates to
the autonomous driving industry.  Please provide a more descriptive or illustrative
example of how your ADAS technology is currently used within the automotive industry
in standard vehicles, such as parking assistance or accident warning systems.  Further,
please clarify the meaning of your statement: "MC does not engage directly in the
autonomous driving business ...."
If MC or New Golden Path fails to implement and maintain an effective system of internal
controls..., page 59
6.We note your revised disclosures in response to prior comment 18 where you indicate that
Golden Path concluded its disclosure controls and procedures were not effective as of
September 30, 2021, and as a remedial measure revised their June 24, 2021 balance sheet
to reclassify public warrants.  Please explain further how the correction of this error
remediated the weaknesses or deficiencies in your controls and procedures.  Alternatively,
provide a separate discussion of any material weaknesses or significant deficiencies in
Golden Path's controls that resulted in the restatement related to accounting for public
warrants.  Similarly, address any control deficiencies related to the error in the
classification of redeemable stock outside of permanent equity.  Similarly, revise your
Controls and Procedures disclosures on page 169 and explain your reference to the
"balance as of September 24, 2021."

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 January 24, 2022 Page 3
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
January 24, 2022
Page 3
Non-competition and Non-solicitation Agreements, page 77
7.We note your response to prior comment 19 regarding your non-competition and non-
solicitation agreement with Best Road Holdings Limited.  Please file this agreement and
clarify whether the agreement applies solely to Best Road Holdings Limited or if it applies
more broadly to its sole member, Ms. Wei Peng, and her affiliates.  Further, please
provide more detail of the scope of the business operations and activities the agreement
encompasses.
Management's Discussion and Analysis of Financial Condition and Results of Operations of MC
Specific Factors Affecting MC's Results of Operations, page 131
8.We note your revised disclosures provided in response to prior comment 27 and have the
following additional comments:
•Revise to disclose how you define a customer and specifically address the fact that
your customer count is for the period ended rather than at each balance sheet date.
•Revise to present all metrics for each of the annual and interim periods included in
the filing.
•Revise to discuss any significant fluctuations in your metrics.  For example, explain
the decrease in customers from 77 for the period ended December 31, 2019 to 43 for
the period ended September 30, 2020 and then the increase to 131 for the period
ended December 31, 2020.  Similarly, explain the increase in the retention rate from
21% for the year ended December 31, 2020 to 48% for the nine months ended
September 30, 2021.
•Provide a quantified discussion of any impact the Shenzhen Bowei and Shenzhen
Tianyuemeng acquisitions had on your metrics.
•Revise to disclose the percentage of total revenue attributed to your high paying and
top 10 customers to add context to such measure.
Refer to SEC Release No. 33-10751.
COVID-19 Pandemic, page 133
9.We note your revised disclosures in response to prior comment 24.  Please revise to
quantify, if possible, how the shortage of chips products and the increased prices have
impacted your historical operations.  Also, to the extent you expect these trends to
continue beyond fiscal 2020, include a discussion of any material effects such trends may
have on your future results of operations.
Results of Operations
Nine Months Ended September 30, 2020, Compared to the Nine Months Ended September 30,
2021, page 135
10.We note your revised disclosures in response to prior comment 28 where you attribute the
increase in segment revenue to the Shenzhen Tianyeumeng and Shenzhen Bowei
acquisitions.  However, you also refer to the increase in revenue due to the incorporation

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 January 24, 2022 Page 4
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
January 24, 2022
Page 4
of Horgos Bowei, Horgos Tianyuemeng and Horgos Youshi.  Please tell us the
relationship, if any, between these recently incorporated entities and the businesses
acquired.  Also, revise to clarify how the incorporation of an entity impacted your
revenue. To the extent you launched new product or services as a result of such
incorporation, revise to discuss the impact from such changes on your revenue growth.
11.Please revise to clarify how the diversification of the Shenzhen Mengyun and Shanghai
Mengyun’s business lines and the commerce of operation of Mcloudvr HK impacted your
revenue and profit margins.
Year Ended December 31, 2019 compared to Year Ended December 31, 2020, page 137
12.Please revise to provide a quantified discussion regarding the impact of the Shenzhen
Bowei and Shenzhen Tianyuegmeng acquisitions on your revenue growth in fiscal 2020
along with a quantified discussion of any other factors that impacted such revenue growth.
Liquidity and Capital Resources, page 140
13.We note your revised disclosures in response to prior comment 25.  As previously
requested, please revise to also discuss any limitations on the holding company's ability to
transfer any funds received in the merger into the PRC.  Also, you refer to a U.S.
dollar translation of $7.6 million, which does not agree to the $6.8 million disclosed in the
corresponding table.  Please revise.
14.Your revised disclosures in response to prior comment 26 indicate that accounts
receivable increased in the nine months ended September 30, 2021.  However, we note
from disclosure on page F-42 that accounts receivable decreased during the period.  Please
revise.
Unaudited Pro Forma Combined Financial Information, page 171
15.Please revise to include Golden Path's acquisition of both Shenzhen Tianyuemeng
Technology Co., Ltd. and Shenzhen Bowei Vision Technology Co., Ltd. in your
unaudited pro forma condensed statement of operations for the year ended December 31,
2020. Refer to Rule 11-01(a) of Regulation S-X.
16.We note your revisions in response to comment 31.  We further note that adjustment (3) to
your pro forma balance sheet includes $0.9 million of estimated legal, financial advisory
and other professional fees related to the business combination that do not appear to be
reflected in the historical financial statements for either entity.  Please revise to reflect any
unrecorded transaction costs that will be expensed as part of the merger in the pro forma
statement of operations assuming such adjustment was made as of the beginning of the
fiscal year presented. To the extent these costs will not recur in the income of the
combined entity beyond 12 months after the merger, revise to indicate as such in the pro
forma notes. Refer to Article 11-02(b)(6)(B) and 11-02(b)(11)(i) of Regulation S-X.  Also,
explain why the $0.3 million of costs related to Golden Path were adjusted through

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 January 24, 2022 Page 5
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
January 24, 2022
Page 5
additional paid-in-capital or revise as necessary.
Security Ownership of Certain Beneficial Owners and Management Prior to the Business
Combination, page 190
17.Please provide natural person(s) disclosure of the individual(s) that hold voting and/or
investment power over the shares beneficially owned by Innovation Spark Technology
Limited, Lucky Monkey Holding Limited, Sensegain Prosperity Holding Limited, Super
Plus Holding Limited, Tiger Initiative Investment Ltd., and Wu Yue Investment Ltd.
Regulations Applicable to MC, page 194
18.Please incorporate your response to prior comment 37 in your registration statement to
clarify that your subsidiaries Horgos Tianyuemeng and Shenzhen Tinanyeumeng do not
offer advertising services, only software and technology solutions to the advertising
industry, and explain why such activities do not implicate regulation under laws for
VATS.
MC Hologram, Inc. and Subsidiaries
Note 1. Nature of Business and Organization, page F-80
19.We note your response to prior comment 41.  Please tell us whether Beijing Xihui Cloud
Technology is part of your current organization structure, and if so, how it is reflected in
your organization chart.  If not, describe for us Beijing Xihui operations and explain how
you determined that such operations, if any, are no longer relevant to your business.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-87
20.Please describe the types of product that you sell as distributor and whether they are
integrated with any of MC’s products or services.  Also, revise the Business of MC
disclosure to include a discussion of these product sales and the related vendor
arrangements.
21.We note your response to prior comment 46.  Please explain how you have the ability to
direct the use of, and obtain substantially all of the remaining benefits from, the
inventory.  For example, tell us whether you have the ability to prevent the vendor from
transferring the product to the customer or to redirect the product to a different customer.
Refer to ASC 606-10-25-25.
22.Please also address the following with regard to your response to comment 46:
•Tell us whether inventory is ordered only after you have a signed order from your
customer or explain at what point in the contract process inventory is ordered from
the vendor.
•Clarify how and when you inspect the products considering inventory is drop shipped
from the vendor.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 January 24, 2022 Page 6
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
January 24, 2022
Page 6
•Tell us for what period of time you “own” the product.  To the extent you take title
before shipment begins, tell us the typical number of days between these events.
•Explain further your “responsibility for the acceptability” of the products meeting
your customer’s specifications, what this entails, and how it supports that you are
primarily responsible for fulling the promising to provide the product.
•Tell us whether the terms of your vendor arrangements place any restrictions on your
ability to accept returns or resell the products to another customer.
Note 13. Loan payable-non current, page F-101
23.We note your response to prior comment 48.  Please clarify whether the lender, MIDI
CAPITAL MARKETS, LLC, is a related party to MC or Golden Path or any of their
officers, directors or significant shareholders.  Tell us how intend to repay this loan and
the impact, if any, of the pending merger on such repayment. Also, revise your liquidity
disclosures to include a discussion of your intent to repay this debt in the short term.
Lastly, explain further how your intent to repay the loan prior to its stated maturity date
precludes you from applying the guidance in ASC 835-30-25.
Shenzhen Tianyuemeng Technology Co., Ltd.
Balance Sheets, page F-112
24.Please address the following as it relates to the financial statements of Shenzhen
Tianyuemeng Technology Co and Shenzhen Bowei Vision Technology Co., Ltd.:
•Revise the statements of changes in stockholders' equity, in both the annual and
interim financial statements, to present amounts in RMB consistent with the other
financial statements provided.
•Explain why the merger dates, as disclosed in the subsequent events footnotes for
each of these entities, differs from the dates disclosed in MC Hologram's financial
statements.
•Revise to label the interim financial statements and the notes thereto as unaudited.
Item 21. Exhibits and Financial Statement Schedules, page II-1
25.Please revise to include Exhibit 21 with your next amendment.  Refer to Item
601(b)(21) of Regulation S-K.
26.Please revise to provide the consents of Shandong Haoxin Certified Public Accountants
Co., Ltd. for inclusion of their audit reports on the financial statements of Shenzhen
Tianyuemeng Technology Co., Ltd. and Shenzhen Bowei Vision Te

CORRESP
1
filename1.htm

Brian
C. Daughney, Esq.

 bdaughney@beckerlawyers.com

Phone: (212) 599-3322 ext 25119

Fax: (212) 557-0295

Becker&
Poliakoff, LLP

45 Broadway, 17th Floor

New York, New York 10006

December
30, 2021

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Mr. Dave
    Edgar

Ms.
Kathleen Collins

Mr.
Edwin Kim

Mr.
Larry Spirgel

    Re:
    Golden Path Acquisition
    Corp

    Response to the Staff’s Comments on Registration Statement on Form S-4 Filed

    September 30, 2021 with File No. 333-259896

Dear
Mr. Edgar, Ms. Collins, Mr. Kim, and Mr. Spirgel:

On
behalf of our client, Golden Path Acquisition Corp, a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 2, 2021 on the Company’s
registration statement on Form S-4 previously submitted on September 30, 2021 (the “Registration Statement”).

Concurrently with the submission
of this letter, the Company is submitting Amendment No. 1 to its registration statement on Form S-4 (the “Revised Registration
Statement”) with exhibits via EDGAR to the Commission. Please note that the unaudited financial information for each of
the Company and MC and the pro forma information have been updated to September 30, 2021 pursuant to the Securities Act of 1933, as amended
(the “1933 Act”) and the rules and regulations promulgated thereunder.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Revised Registration Statement.

Registration
Statement on Form S-4 filed September 30, 2021

Prospectus
Cover Page, page i

    1.
    It is unclear whether MC
    operates any of its businesses in China through variable interest entities. We note your disclosure throughout the filing that indicates
    MC “operates its business through its subsidiaries in the PRC in which MC owns equity interests.” However there are also
    disclosures indicating that MC is leveraging contractual arrangements to operate certain businesses in which foreign investors are
    prohibited or restricted from investing in and referencing VIE arrangements in your Merger Agreement. Please advise.

The
Company respectfully advises the Staff that MC operates its business through its wholly-owned subsidiaries in the PRC, and did not and
does not currently operate its businesses in China through variable interest entities (“VIE”).

The Merger Agreement and the prior filing
referred to certain VIE arrangements because MC had attempted to establish a VIE structure with certain PRC entities at the time of negotiating
the Merger Agreement. At the time, the shareholders of Shanghai Mengyun and Beijing Xihuiyun entered into certain agreements related to
the proposed VIE structure (the “VIE-related Agreements”). However, after a thorough evaluation by MC and its shareholders
and after the prior filing, MC decided to terminate its plan of setting up a VIE structure, As a result, the parties have has removed
disclosures and discussions regarding all VIE-related Agreements in the Revised Registration Statement. Further, we have stated in various
places, including the cover page, pages 12 and 112 that MC does not operate through VIE structures.

    2.
    Provide prominent disclosure
    about the legal and operational risks associated with being based in or having the majority of the company’s operations in
    China and Hong Kong. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
    the value of your ordinary shares or could significantly limit or completely hinder your ability to offer or continue to offer securities
    to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how
    recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities
    and data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign
    investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address, but not necessarily be limited
    to, the risks highlighted on the prospectus cover page.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
and pages 20 and 21 in accordance with the Staff’s instructions.

Questions
and Answers About the Business Combination and the Extraordinary General Meeting How will the initial shareholders vote?, page 3

    3.
    In light of your Sponsor
    and the other Initial Shareholders intending to vote to approve all of the proposals, please clarify the percentage of non-affiliated
    votes of your ordinary shares that are necessary to pass each proposal.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
and page 3 in accordance with the Staff’s instructions.

What
happens to my warrants if I hold Golden Path Warrants?, page 5

    4.
    Please clarify that even
    if Golden Path public shareholders redeem their ordinary shares, they will continue to hold Golden Path Warrants. However, the warrants
    may be redeemed by New Golden Path for $0.01 per warrant if the market value of the ordinary shares exceed $18 in the future. Similarly,
    please clarify where appropriate, that the public shareholders will receive ordinary shares underlying their public rights, even
    if they redeem their original public ordinary shares.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on the cover page
and page 6 in accordance with the Staff’s instructions.

Summary
of the Proxy Statement/Prospectus, page 10

    5.
    In your summary of risk
    factors, disclose the risks to your investors relating to your corporate structure and having the majority of your operations in
    the PRC. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed
    discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including
    risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little
    advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more
    control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change
    in your operations and/or the value of your ordinary shares. Acknowledge any risks that actions by the Chinese government to exert
    more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly
    limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities
    to significantly decline or be worthless.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 20 to 22 in accordance with the Staff’s instructions.

    2

    6.
    Disclose each permission
    that your subsidiaries and you are required to obtain from Chinese authorities to operate and issue these securities to foreign investors.
    State whether any of your subsidiaries or you are required to receive approvals to operate in the PRC from the CSRC, CAC or any other
    PRC regulatory agency, and state affirmatively whether you have received all requisite permissions and whether any permissions have
    been denied.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 19 in accordance with the Staff’s instructions.

    7.
    Provide a clear description
    of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets by type that have occurred
    between MC and its subsidiaries and the direction of the transfer. Quantify any dividends or distributions that a subsidiary have
    made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions
    made to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to
    transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability
    to distribute earnings from your businesses to the parent company and U.S. investors.

The
Company respectfully advises the Staff that for the years ended December 31, 2019 and 2020 and for the nine months ended September 30,
2021, MC and its subsidiaries’ operations were mainly carried out by its subsidiaries in China and Hong Kong. Each subsidiary in
China and Hong Kong has its own operating cash flow. There are inter-company advances between subsidiaries in China for cash flow purpose.
MC Cayman and Mengyun Hong Kong are holding companies outside of China and have no substantial operations with some holding company administrative
expenses which was financed by its shareholders. There have been no transfers between PRC subsidiaries and entities outside of PRC.

We have updated disclosure at page 14 to
reflect the foregoing and in response to Staff’s comment.

    8.
    Disclose that trading in
    your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
    or fully investigate your auditor, and that as a result an exchange may determine to delist your securities. Further clarify, although
    the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee
    that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived
    of the benefits of such inspection.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 20 in accordance
with the Staff’s instructions.

    9.
    Please provide an organizational
    chart of your post-Business Combination structure including the equity interests of each entity, its operations, and legal structure.
    Please consider providing an organizational chart of the pre-reorganization transaction that occurred in September 2021 that resulted
    in MC being the parent company of its PRC operating subsidiaries.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on page 12 to provide
both the pre-reorganization and post-reorganization structure charts as of September 2021. The Company has also revised the disclosure
in the Revised Registration Statement on pages 12 to 13 to provide the post-Business Combination structure chart in accordance with the Staff’s
instructions.

MC
Hologram, page 11

    10.
    Please clarify whether MC
    derives substantially all of its revenue from the autonomous driving industry.

The
Company respectfully clarifies to the Staff that MC does not engage directly in the autonomous driving business, nor does it generate
its revenues directly from the autonomous driving industry. Instead, MC provides holographic ADAS services, which is an advanced holographic
sensor technology used in autonomous driving industry and certain customers of MC’s holographic ADAS business segment were in the
autonomous driving industry.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 11 and
154 accordance with the Staff’s comment. Additionally, we submit that the Risk Factors at page 27 and 28 clearly state that MC’s technology is new
and has not been adopted by the autonomous driving industry

    3

Domestic
Issuer Status, page 14

    11.
    We note that you intend
    to transition to foreign private issuer status in 2022 after the Business Combination. Please include a risk factor that address
    how this transition will affect your shareholders. Further, provide the disclosure required under Item 402 for your executive officers
    and directors on page 170.

In
response to the Staff’s comments, the Company has revised the disclosure in the Revised Registration Statement on pages 63 and
185 in accordance with the Staff’s instructions.

Registration
Rights Agreement, page 14

    12.
    In the letter to shareholders,
    you refer to a registration rights agreement where the shares issued to MC shareholders by Golden Path as part of the Business Combination
    will be registered for resale. Please clarify the purpose of this resale registration statement given these shares would already
    be registered and available for resale, subject to the lock-up agreement. Please also file the registration rights agreement referred
    to as Exhibit C to Annex A.

We have deleted reference to the registration
rights in accordance with Staff’s comment. As noted in Staff’s comment, the registration rights agreement is not needed. We
have further clarified this topic at pages 16 and 76.

Lock-Up
Agreements, page 15

    13.
    Please describe the exceptions
    or “express carve-outs” to the lock-up agreement for MC shareholders. Further, please file the MC shareholder lock-up
    agreement. We note that you did not file Exhibit A to Annex A.

The
Company respectfully advises the Staff that the lock-up for the MC shareholders (the “MC Shareholder”) will not apply to
the following: (i) transfers to such MC Shareholder’s members, immediate family members or affiliates, or transfers by virtue of
law upon dissolution or death of the MC Shareholder; (ii) transactions relating to the ordinary shares, par value $0.0001 per share,
of the Company (the “Purchaser Shares”) acquired in open market transactions after the closing; (iii) transfers to the Company
pursuant to any contractual arrangement in connection with the termination of the MC Shareholder’s service to the Company or MC;
(iv) the liquidation, merger, stock exchange or other similar transaction of the Company which affect all holders of the Purchaser Shares;
and (v) transactions to satisfy any U.S. federal, state, or local income tax obligations of the MC Shareholder (or its direct or indirect
owners) arising from a change in law.

We
have expanded the disclosure at page 17 reflective the foregoing. A copy of the form of MC shareholder lock-up agreement
is being filed along with the Revised Registration Statement as Exhibit 10.10.

Risk
Factors

General,
page 22

    14.
    Given the Chinese government’s
    significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk that the Chinese
    government may intervene or influence your operations at any time, which could result in a material change in your operations and/or
    the value of your ordinary shares. Also, given recent statements by the Chinese government indicating an intent to exert more oversight
    and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that
    any such action could significantl

United States securities and exchange commission logo
November 2, 2021
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corp
100 Park Avenue
New York, NY 10017
Re:Golden Path Acquisition Corp.
Registration Statement on Form S-4
Filed September 30, 2021
File No. 333-259896
Dear Mr. Cheng:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed September 30, 2021
Prospectus Cover Page, page i
1.It is unclear whether MC operates any of its businesses in China through variable interest
entities.  We note your disclosure throughout the filing that indicates MC "operates its
business through its subsidiaries in the PRC in which MC owns equity interests."
However there are also disclosures indicating that MC is leveraging contractual
arrangements to operate certain businesses in which foreign investors are prohibited or
restricted from investing in and referencing VIE arrangements in your Merger
Agreement.  Please advise.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China and Hong Kong.
Your disclosure should make clear whether these risks could result in a material change in

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 November 2, 2021 Page 2
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
November 2, 2021
Page 2
your operations and/or the value of your ordinary shares or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
Questions and Answers About the Business Combination and the Extraordinary General Meeting
How will the initial shareholders vote?, page 3
3.In light of your Sponsor and the other Initial Shareholders intending to vote to approve
all of the proposals, please clarify the percentage of non-affiliated votes of your ordinary
shares that are necessary to pass each proposal.
What happens to my warrants if I hold Golden Path Warrants?, page 5
4.Please clarify that even if Golden Path public shareholders redeem their ordinary shares,
they will continue to hold Golden Path Warrants.  However, the warrants may be
redeemed by New Golden Path for $0.01 per warrant if the market value of the ordinary
shares exceed $18 in the future.  Similarly, please clarify where appropriate, that the
public shareholders will receive ordinary shares underlying their public rights, even if they
redeem their original public ordinary shares.
Summary of the Proxy Statement/Prospectus, page 10
5.In your summary of risk factors, disclose the risks to your investors relating to your
corporate structure and having the majority of your operations in the PRC.  In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus.  For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in your operations and/or the value of your ordinary shares.
Acknowledge any risks that actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-
based issuers could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 November 2, 2021 Page 3
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
November 2, 2021
Page 3
6.Disclose each permission that your subsidiaries and you are required to obtain from
Chinese authorities to operate and issue these securities to foreign investors.  State
whether any of your subsidiaries or you are required to receive approvals to operate in the
PRC from the CSRC, CAC or any other PRC regulatory agency, and state affirmatively
whether you have received all requisite permissions and whether any permissions have
been denied.
7.Provide a clear description of how cash is transferred through your organization.  Quantify
any cash flows and transfers of other assets by type that have occurred between MC and
its subsidiaries and the direction of the transfer.  Quantify any dividends or distributions
that a subsidiary have made to the holding company and which entity made such transfer,
and their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors.  Describe any restrictions and limitations on your ability to distribute earnings
from your businesses to the parent company and U.S. investors.
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  Further clarify, although the audit report included in this prospectus is prepared
by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that
future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in
the future investors may be deprived of the benefits of such inspection.
9.Please provide an organizational chart of your post-Business Combination structure
including the equity interests of each entity, its operations, and legal structure.  Please
consider providing an organizational chart of the pre-reorganization transaction that
occurred in September 2021 that resulted in MC being the parent company of its PRC
operating subsidiaries.
MC Hologram, page 11
10.Please clarify whether MC derives substantially all of its revenue from the autonomous
driving industry.
Domestic Issuer Status, page 14
11.We note that you intend to transition to foreign private issuer status in 2022 after the
Business Combination.  Please include a risk factor that address how this transition will
affect your shareholders.  Further, provide the disclosure required under Item 402 for your
executive officers and directors on page 170.
Registration Rights Agreement, page 14
12.In the letter to shareholders, you refer to a registration rights agreement where the shares

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 November 2, 2021 Page 4
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
November 2, 2021
Page 4
issued to MC shareholders by Golden Path as part of the Business Combination will be
registered for resale.  Please clarify the purpose of this resale registration statement given
these shares would already be registered and available for resale, subject to the lock-up
agreement.  Please also file the registration rights agreement referred to as Exhibit C to
Annex A.
Lock-Up Agreements, page 15
13.Please describe the exceptions or “express carve-outs” to the lock-up agreement for MC
shareholders.  Further, please file the MC shareholder lock-up agreement.  We note that
you did not file Exhibit A to Annex A.
Risk Factors
General, page 22
14.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ordinary shares.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
The recent joint statements by the SEC and PCAOB, proposed rule changes submitted by
NASDAQ..., page 36
16.Update your disclosure concerning the HFCA Act to disclose that on June 22, 2021, the
U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which,
if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s
securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB
inspections for two consecutive years instead of three.
The approval of the China Securities Regulatory Commission may be required in connection
with this business combination ..., page 41
17.Please file a legal opinion from Fawan Law Firm with regards to its opinion that you are
not subject to the M&A Rules or required to seek permission from the CSRC.  Further,
please clarify whether you believe MC’s solutions and services raise “national defense

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 November 2, 2021 Page 5
 FirstName LastNameShaosen Cheng
Golden Path Acquisition Corp
November 2, 2021
Page 5
and security” concerns referenced on page 41 or is subject to any technology export
controls.
Risk Factors Relating to the Business Combination
If MC or New Golden Path fails to implement and maintain an effective system of internal
controls..., page 51
18.With regard to MC's material weaknesses in internal control over financial reporting,
please revise to disclose the expected timing of your remediation activities and clarify
what remains to be completed in your remediation efforts.  Also, revise to clarify what is
meant by your disclosures regarding the first material weakness, which appear to imply
that New Golden Path and MC's accounting department will be strengthened after the
business combination.  In this regard, specifically address the fact that Golden Path has
concluded that their disclosure controls and procedures were not effective as of June 30,
2021.  Lastly, disclose any material costs you have incurred or expect to incur to resolve
the identified weaknesses.
Non-competition and Non-solicitation Agreements, page 66
19.Please expand your description of the non-competition agreement, including who it
covers, the duration and the scope of what activities it covers.  Please also file the non-
competition agreement referred to as Exhibit B to Annex A.  We note the reference it
covers key employees, but according to pages A-1 and A-7, it appears to only apply to
Best Road Holdings Limited, an affiliate of your director Wei Peng.  Please clarify.
Basis for Golden Path Board of Directors' Recommendation - Fairness Opinion, page 75
20.Please disclose the fee you paid to Valtech Valuation Advisory Limited for its fairness
opinion, and clarify if any of such fee is contingent upon the completion of the business
combination.
21.Please provide further details of the Valtech’s valuation methods, including providing an
illustration or table as to how it calculated the $460.54 million valuation under the
discounted cash flow method.  For the various multiples analyses, provide the specific
multiples for the comparison companies and the respective multiple for MC.
Certain MC Projected Financial Information, page 80
22.We note that your financial forecasts and growth rates are determined or influenced by
your projected growth rate of the number of your customers, which is based, in part, on
recent historical trends.  We note, however, that for the six months ended June 30, 2021,
you have revenue concentration of nearly 66% with two customers.  In light of this
concentration of revenue, please clarify how it is appropriate to base your various growth
rates on the projected growth of your number of customers with such an uneven
distribution of revenue.

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corp
 November 2, 2021 Page 6
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corp
November 2, 2021
Page 6
Business of MC
MC's Customers, page 111
23.According to page F-62, it appears that the customer concentration of your revenues
increased significantly from fiscal year 2020 to the six months ended June 30, 2021.  In
the prior year, you did not have any customers that generated 10% or more in revenues,
while in the six months ended June 30, 2021, two customers represented 41.4% and
22.5% of your revenues, respectively.  Please describe the arrangements that you have
with these entities and clarify if you have any agreements which you are substantially
dependent upon.  Consider adding a risk factor to discuss the concentration of your
revenues.
Management's Discussion and Analysis of Financial Condition and Results of Operations - MC
Hologram, Inc., page 117
24.You state in your risk factors that the COVID-19 pandemic has already and may continue
to cause negative impacts to MC’s business, results of operations and financial condition.
Please revise here to describe with greater specificity and quantify, if practicable, the
impact of COVID-19 on MC’s business.  For example, quantify how the increase in chip
prices has impacted the gross margins for holographic solutions and how decreased rent
and office expenses impacted your operating expenses.  Further, to the extent possible and
given the amount of time that has passed since the initial outbreak of COVID-19, please
update your disclosure to discuss any known trends and uncertainties that have had or
likely will have a material impact on your business, results of operations and liquidity.
Refer to CF Disclosure Guidance: Topic Nos. 9 and 9A for further guidance.
25.Please revise to include a caption titled “Liquidity and Capital Resources” to MC's
discussion of cash flows beginning on page 126, and address the following:
•Discuss any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders and to U.S. investors, including any restrictions on
the PRC entities' ability to di

CORRESP
1
filename1.htm

Ladenburg Thalmann & Co.
Inc.

640 5th Ave., 4th Floor

New York, NY 10019

June 16, 2021

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street

Washington DC 20549

Attention: Bridgette Lippman

    Re:
    Golden Path Acquisition Corporation

    Registration Statement on Form S-1

    (File No. 333-255297)

Dear Ms. Lippman:

Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of Golden Path Acquisition Corporation that the effective date of the above-referenced Registration Statement be
accelerated so as to permit it to become effective at 4:30 p.m. EST on Monday, June 21, 2021, or as soon thereafter as practicable.

Pursuant to
Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that between June 14, 2021 and the date
hereof, over 1,000 copies of the Preliminary Prospectus dated June 10, 2021 have been distributed as follows: 7 to prospective
underwriters and dealers, 40 to institutional investors and over 1,000 to retail investors.

The undersigned
advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

    Very truly yours,

    LADENBURG THALMANN & CO. INC.

    By:
    /s/ Steven Kaplan

    Name:
    Steven Kaplan

    Title:
    Head of Capital Markets

CORRESP
1
filename1.htm

GOLDEN PATH ACQUISITION CORPORATION

100 Park Avenue

New York, New York 10017

Dated as of June 16, 2021

VIA EDGAR

Division of Corporate Finance

Office of Real Estate and Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Bridgette Lippman

    Re:
    Golden Path Acquisition Corporation (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-255297) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration
Statement will become effective at 4:30 p.m., Washington D.C. time, on Monday, June 21, 2021, or as soon thereafter as practicable.

The Company hereby acknowledges that:

●	    Should the Securities and Exchange
Commission (the “Commission”) or the Staff, acting as pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

● 	   The action of the Commission or
the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

●		   The Company
may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Very truly yours,

    GOLDEN PATH ACQUISITION CORP.

    By:
    /s/ Shaosen Cheng

    Name:
    Shaosen Cheng

    Title:
    Chief Executive Officer

    cc:
    Brian C Daughney, Esq.bdaughney@beckerlawyers.com

    Auguste, Christopher, Esq. cauguste@KRAMERLEVIN.com

CORRESP
1
filename1.htm

    Brian
    C. Daughney, Esq.

    bdaughney@bplegal.com

    Phone:
    (212) 599-3322 ext 25119

    45
    Broadway, 17th Floor

    New York, New York  10006

June 8,
2021

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn.: Division of Corporation Finance

Office of Real Estate & Construction

 Re: Golden Path Acquisition Corporation

Registration Statement on Form S-1 Filed

File No. 333-255297

Ladies and Gentlemen:

We provide the responses below to your comment
letter of April 27, 2021 regarding the S-1 Registration Statement filing by Venus Acquisition Corporation. For ease of reference, we include
the Staff comment received with our response.

Form S-1 filed April 16, 2021

The Offering

Accounting Classification of Warrants, page 9

1. We note your disclosure in several
places throughout the filing that you may be required to account for the public and private warrants as liabilities in accordance with
the guidance in ASC 815-40. We also note your disclosure on page 66 where you discuss the “Staff Statement on Accounting and Reporting
Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”).” In light of the fact that your
filed warrant agreement, exhibit 4.5, stipulates the terms applicable to the public and private warrants, please provide us with your
accounting analysis for the warrants. As part of your analysis, address whether there are any terms or provisions in the warrant agreement
that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant,
and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40.

Response

We have amended the Registration Statement which has been re-filed
on Friday, June 4, 2021 to reflect that the Company has determined to treat the warrant as a liability in accordance with the ASC 815-40.

We have amended the disclosure throughout the filing, including at
page 9 which now states:

Certain terms and conditions of the warrants and private
placement warrants result in the classification of these financial instruments as a liability as opposed to equity. The
classification of these financial instruments as a liability result in the application of derivative liability accounting, which
entails a quarterly valuation of these liabilities with any change in value required to be reflected in our quarterly and annual
financial statements. The determination by us to classify the warrants and private placement warrants as a liability will also
result in us having to incur significant expense in valuing such liabilities on a quarterly and annual basis, and the resulting
liability is and will be reflected on our financial statements, and such classification and ongoing expense may make it more
difficult for us to complete an initial business combination.

SEC

June 8, 2021

Page
2

Similar language appears elsewhere in the filing including the Summary
Risk Factors at page 24 and the revised Risk Factor at page 34. Additionally, the dilution section (page 66-67) and Capitalization table
at age 68 has been revised to include disclosure about the liability treatment The financial statements have been revised accordingly
(se page F-9) and along with the MD&A have been updated to include March 31, 2021 quarter information. Please note we also filed a
new for of Warrant as exhibit 4.5.

We anticipate requesting SEC effectiveness on or about June 16th.
We will be filing an amendment to include the required legal opinions and will further respond to any other comments as may be issued
by SEC Staff. Further, we will file the request for effectiveness by Monday, June 14th.

Thank you for your assistance in this matter. Please contact the undersigned
with any questions or further comments.

    Sincerely,

    /s/
    Brian C. Daughney

    Brian
    C. Daughney, shareholder

  cc:
  Bill Huo, Esq.

Jeffrey Lewis, SEC Staff

Jennifer Monick, SEC Staff (monickj@sec.gov)

Brigette Lippman, SEC Staff

United States securities and exchange commission logo
April 27, 2021
Shaosen Cheng
Chief Executive Officer
Golden Path Acquisition Corporation
100 Park Avenue
New York, New York 10017
Re:Golden Path Acquisition Corporation
Registration Statement on Form S-1
Filed April 16, 2021
File No. 333-255297
Dear Mr. Cheng:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-1 filed April 16, 2021
The Offering
Accounting Classification of Warrants, page 9
1.We note your disclosure in several places throughout the filing that you may be required
to account for the public and private warrants as liabilities in accordance with the
guidance in ASC 815-40.  We also note your disclosure on page 66 where you discuss the
“Staff Statement on Accounting and Reporting Considerations for Warrants issued by
Special Purpose Acquisition Companies (“SPACs”).”  In light of the fact that your filed
warrant agreement, exhibit 4.5, stipulates the terms applicable to the public and private
warrants, please provide us with your accounting analysis for the warrants.  As part of
your analysis, address whether there are any terms or provisions in the warrant agreement
that provide for potential changes to the settlement amounts that are dependent upon the

 FirstName LastNameShaosen Cheng
 Comapany NameGolden Path Acquisition Corporation
 April 27, 2021 Page 2
 FirstName LastName
Shaosen Cheng
Golden Path Acquisition Corporation
April 27, 2021
Page 2
characteristics of the holder of the warrant, and if so, how you analyzed those provisions
in accordance with the guidance in ASC 815-40.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brigitte Lippmann at 202-551-3713 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Daughney, Esq.

CORRESP
1
filename1.htm

    Brian C. Daughney, Esq.

    bdaughney@bplegal.com

    Phone: (212) 599-3322 ext 25119

    45 Broadway, 17th Floor

    New York, New York 10006

April 16, 2021

Via EDGAR

United States Securities and Exchange
Commission

100 F Street, NE

Washington, D.C. 20559

Division of Corporation Finance

Office of Real Estate & Construction

Re:         Golden
Path Acquisition Corporation

Draft Registration
Statement on Form S-1

Submitted February
2, 2021

CIK No. 0001841209

Ladies and Gentlemen:

We are writing in response to the comments
issued by Staff in a comment letter dated February 26, 2021 regarding the DRS filing of the registration statement on Form S-1 of Golden
Path Acquisition Corporation.

For ease of reference, we include the
Staff’s comments and our response.

DRS

Signatures, page II-5

1. Please include the signature of the
company’s authorized representative in the United States. See Instruction 1 to Signatures in Form S-1.

Response:

The filing now includes the signature
authorization of the registered agent.

Exhibits

2. Your amended and restated
memorandum and articles of association filed as exhibit 3.2 does not amend and restate your memorandum and articles filed as exhibit
3.1. Please revise or advise.

Response:

We have corrected the exhibits (3.1
and 3.2) in response to Staff’s comment.

Thank you for your assistance in this
matter. Please contact the undersigned with any questions or further comments.

    Sincerely,

    /s/ Brian C. Daughney

    Brian C. Daughney, shareholder

United States securities and exchange commission logo
February 26, 2021
Cheng Shaosen
Chief Executive Officer
Golden Path Acquisition Corporation
100 Park Avenue
New York, New York 10017
Re:Golden Path Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted February 2, 2021
CIK No. 0001841209
Dear Mr. Shaosen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS
Signatures, page II-5
1.Please include the signature of the company’s authorized representative in the United
States.  See Instruction 1 to Signatures in Form S-1.

Exhibits
2.Your amended and restated memorandum and articles of association filed as exhibit 3.2
does not amend and restate your memorandum and articles filed as exhibit 3.1.  Please
revise or advise.

 FirstName LastNameCheng  Shaosen
 Comapany NameGolden Path Acquisition Corporation
 February 26, 2021 Page 2
 FirstName LastName
Cheng  Shaosen
Golden Path Acquisition Corporation
February 26, 2021
Page 2
            You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brigitte Lippmann at 202-551-3713 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Daughney, Esq.