20-F/A 1 microcloud_20fa.htm 20-F/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM 20-F/A

 

 

 

(Mark One)

 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

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

 

For the fiscal year ended December 31, 2023

 

OR

 

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

 

OR

 

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

 

Date of event requiring this shell company report ________

 

For the transition period from ________ to ________

 

Commission file number 001-40519

 

 

 

MicroCloud Hologram Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Not Applicable
(Translation of Registrant’s name into English)

 

Cayman Islands
(Jurisdiction of incorporation or organization)

 

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

Yue Xing Sixth Road, Nanshan District, Shenzhen,

People’s Republic of China 518000

(Address of principal executive offices)

 

 

 

Guohui Kang, Chief Executive Officer
kang@mcvrar.com

Tel: +86 (0755) 2291 2036

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

Yue Xing Sixth Road, Nanshan District, Shenzhen,

People’s Republic of China 518000

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

 

 

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

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Ordinary share, $0.0001 par value, ($0.001 as retroactively adjusted to reflect the 10-to-1 share consolidation effected on February 2, 2024)(1)   HOLO   The Nasdaq Stock Market LLC
Warrants to purchase ordinary shares(2)   HOLOW   The Nasdaq Stock Market LLC

 

 
(1) On February 2, 2024, A reverse stock split of the ordinary shares, par value $0.0001of MicroCloud Hologram became effective (“Reverse Stock Split”). Pursuant to the Reverse Stock Split, every ten (10) ordinary share issued on the effective date of the Reverse Stock Split was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each. From a Cayman Islands legal perspective, the Reverse Stock Split does not have any retroactive effect on the Company’s shares prior to the effective date February 2, 2024. However, for accounting purposes only, references to the Company’s ordinary shares in this description are stated as having been retroactively adjusted and restated to give effect to the Reverse Stock Split, as if the Reverse Stock Split had occurred by the relevant earlier date.
(2) In connection with the Reverse Stock Split, the Exercise Price (as such term is defined in the Company’s Warrant Agreement dated June 21, 2021) was adjusted from $11.50 to $115, with a proportionate adjustment downwards to the shares underlying the warrants, as further described in section 4.2 of the Warrant Agreement. The Exercise Price adjustment was made pursuant to section 4.3.1 of the Warrant Agreement.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

 

 

 

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2023, there were 5,941,204 ordinary shares issued and outstanding, par value US$0.001 per share (retroactively adjusted to reflect the 10-to-1 Share Consolidation effected on February 2, 2024).

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes   ☒ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sectiokn 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes   ☒ No

 

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

 

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

 

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

 

  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer ☒ Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement Item the registrant has elected to follow. ☐ Item 17   ☐ Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes   ☒ No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes   ☐ No

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on April 2, 2024.

 

The Company is filing this Amendment solely to include the Company’s Clawback Policy as Exhibit 97.1 to comply with the requirements of Nasdaq Rule 5608.

 

This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.

 

 

 

 

ITEM 19. EXHIBITS

 

Index to Exhibits

 

        Incorporated by Reference  
Exhibit No.   Description   Form   Exhibit   Filing Date  
2.1   Business combination and Merger Agreement dated as of September 10, 2021 by and among MC Hologram, Inc., Golden Path Acquisition Corporation and Golden Path Merger Sub Corporation   8-K   2.1   September 13, 2021  
2.2   First Amendment to the Business Combination and Merger Agreement dated as of August 5, 2022   8-K   2.2   September 22, 2022  
2.3   Second Amendment to the Business Combination and Merger Agreement dated as of August 10, 2022   8-K   2.3   September 22, 2022  
2.4   Description of Ordinary Shares    20-F   2.4   April 2, 2024  
2.5   Description of Warrants    20-F   2.5   April 2, 2024  
3.1   MicroCloud Hologram Inc. Amended and Restated Articles of Incorporation   8-K   3.1   September 22, 2022  
4.1   Specimen Ordinary Share Certificate   8-K   4.1   September 22, 2022  
4.2   Specimen Warrant Certificate   8-K   4.2   September 22, 2022  
4.3   Warrant Agreement between VStock Transfer LLC and Golden Path Acquisition Corporation   8-K   4.3   September 22, 2022  
4.4   Form 6-K furnished to the SEC on February 9, 2024, reporting the results of the Company’s reverse stock split.   6-K   4.4   February 9, 2024  
10.1   Form of Lock-Up Agreement   8-K   10.1   September 22, 2022  
10.2   Form of Indemnification Agreement   8-K   10.2   September 22, 2022  
10.3   Form of Registration Rights Agreement   8-K   10.3   September 22, 2022  
10.4   Form of Non-Competition and Non-Solicitation Agreements   8-K   10.4   September 22, 2022  
10.5   Form of Employment Agreement between the Registrant and each of its executive directors and officers   10-K   10.5   March 14, 2023  
10.6   Form of Director Offer Letter between the Registrant and each of its independent directors   10-K   10.6   March 14, 2023  
8.1   List of Subsidiaries   20-F   8.1   April 2, 2024  
12.1   Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   20-F   12.1   April 2, 2024  
12.2   Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   20-F   12.2 April 2, 2024  
13.1   Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   20-F   13.1   April 2, 2024  
13.2   Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   20-F   13.2   April 2, 2024  
15.1   Consent of Assentsure PAC   20-F   15.1   April 2, 2024  
97.1   Clawback Policy  
101.INS   XBRL Instance Document.  
101.SCH   XBRL Taxonomy Extension Schema Document.  
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.  
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.  
101.LAB   XBRL Taxonomy Extension Labels Linkbase Document.  
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.  
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).  

 

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SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 to the annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.

 

  MicroCloud Hologram Inc.
   
  By: /s/ Guohui Kang
    Name: Guohui Kang
    Title: Chief Executive Officer
Date: May 20, 2024      

 

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