UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549












FORM
10-K/A

Amendment
No. 1












(Mark
One)

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



For
the fiscal year ended December 31, 2022



or



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



For
the transition period from            to            .



Commission
File Number. 001-40519










MicroCloud
Hologram Inc.

(Exact
name of registrant as specified in its charter)










|Cayman
    Islands                                                      |  | Not
    Applicable                           
|----------------------------------------------------------------------- |  | ---------------------------------------------
|(State
    or other jurisdiction of 
    incorporation or organization) |  | (I.R.S.
    Employer 
    Identification No.)



Room
302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District, Shenzhen,
People’s Republic of China 518000

(Address
of principal executive offices, including zip code)



+86
(0755) 2291 2036

(Registrant’s
telephone number, including area code)



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



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



Securities
registered pursuant to Section 12(g) of the Act: None



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



Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was
required to submit such files). Yes ☒      No ☐















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



|Large
    accelerated filer | ☐ | Accelerated
    filer         | ☐
|--------------------------- | - | ----------------------------- | -
|Non-accelerated
    filer   | ☒ | Smaller
    reporting company | ☒
|                            |   | Emerging
    growth company   | ☒



If
an emerging growth company, indicate by checkmark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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



The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price
of the shares of ordinary shares on The Nasdaq Stock Market LLC on June 30, 2022, the last business day of the Registrant’s
most recently completed second fiscal quarter, was approximately $58.1 million.



The
Registrant had 50,812,035 shares of common stock, par value $0.0001 per share, outstanding as of March 13, 2023.



DOCUMENTS
INCORPORATED BY REFERENCE



None.






















TABLE
OF CONTENTS



|                  |  |                                                                                                    |  | Page
|----------------- |  | -------------------------------------------------------------------------------------------------- |  | ----
|Explanatory Notes |  | ii                                                                                                
|                  |  |                                                                                                    |  |     
|PART III          |  |                                                                                                    |  |     
|Item 10.          |  | Directors,
    Executive Officers and Corporate Governance                                         |  | 1   
|Item 12.          |  | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 7   
|Item 13.          |  | Certain
    Relationships and Related Transactions, and Director Independence                      |  | 8   
|                  |  |                                                                                                    |  |     
|PART
    IV       |  |                                                                                                    |  |     
|Item 15.          |  | Exhibits,
    Financial Statement Schedules                                                        |  | 9   
|Signatures        |  | 11                                                                                                





i







EXPLANATORY
NOTE





MicroCloud Hologram Inc. (“MicroCloud,”
the “Company,” “we,” “us,” and “our” refer to MicroCloud Hologram Inc. (f/k/a Golden Path
Acquisition Corporation)) is filing this Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to amend the Annual Report on Form
10-K for the fiscal year ended December 31, 2022 (“Form 10-K”), filed with the U.S. Securities and Exchange Commission (the
“SEC”) on March 14, 2023. The purpose of Form 10-K/A is to update the information under Items 10, 11, 12, 13 and 15, as well
as signatures of Form 10-K, in order to correct some of the inaccuracies and restate certain disclosure of directors’ information,
including that: (i) Mr. Jun Liu was removed from his position as an independent director and a member of the Audit Committee, the Nominating
Committee and the Compensation Committee of the Board on February 3, 2023; (ii) Ms. Wei Peng is still the Chairman of the Board as of
the date of Form 10-K; (iii) Mr. Xu Zhang has resigned from his position as an independent director of the Board and the Chairman of the
Nominating Committee and a member of the Audit Committee and the Compensation Committee of the Board; and (iv) certain compensation information
of the directors and officers.



In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications
by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item
15 of Part IV hereof. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or
amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.
We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed
with this Form 10-K/A.



Except
as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, Form 10-K. Furthermore, this Form 10-K/A
does not change any previously reported financial results, nor does it reflect events occurring after the date of Form 10-K. Information
not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time Form 10-K was filed. Accordingly, this
Form 10-K/A should be read in conjunction with Form 10-K and our other filings with the SEC.



As
used in this Form 10-K/A, unless otherwise indicated or the context otherwise requires, references to “Golden Path”
refer to Golden Path Acquisition Corporation, a former blank check company incorporated in Cayman Islands in 2018, and references to
“MC” refer to MC Hologram Inc., a Cayman Islands exempted company which continued its operations as our wholly owned subsidiary
after the Business Combination (as defined in Form 10-K).





ii







PART
III



Item 10.
Directors, Executive Officers and Corporate Governance.



The
following table sets forth certain information regarding our executive officers and members of the Company’s board of directors
(the “Board of Directors”) as of March 14, 2023:



|Name                     |  | Age |  | Position                               |  | Served
    From
|------------------------ |  | --- |  | -------------------------------------- |  | ---------------
|Wei
    Peng             |  | 39  |  | Chairman
    of the Board of Directors |  | September 2022 
|Guohui
    Kang          |  | 46  |  | Director,
    Chief Executive Officer  |  | September 2022 
|Bei
    Zhen             |  | 34  |  | Chief
    Financial Officer            |  | September 2022 
|Guolong
    Qi           |  | 46  |  | Chief
    Operating Officer            |  | September 2022 
|Jianbo
    Zhou          |  | 44  |  | Chief
    Technology Officer           |  | September 2022 
|Belief
    Bi(1)(2)(3)   |  | 37  |  | Independent
    Director               |  | February 2023  
|Maggie
    Wang(1)(2)(3) |  | 42  |  | Independent
    Director               |  | February 2023  
|Han
    Qin(1)(2)(3)     |  | 39  |  | Independent
    Director               |  | September 2022 








Note:





|(1) | Member of the Compensation Committee.
|--- | -------------------------------------
|(2) | Member of the Nominating Committee.  
|(3) | Member of the Audit Committee.       



Biographical
Information



Wei
Peng has been serving as our Chairman of the Board of Directors since September 2022. From 2021, Ms. Peng has served as
a director of MC. Prior to joining MC, she has also served as a director of Softcloud Digital Software Co., Ltd. since 2006. From 2010
till the date of this proxy statement, she has been serving as supervisor for Lvxun Network Technology Co., Ltd. and has concurrently
served as a director of Enwei Quantum Capital Investment Co., Ltd. since 2015. Ms. Peng graduated from the Beijing Normal University
majoring in computer science in 2005.



Guohui
Kang has been serving as our Chief Executive Officer and director since September 2022. From 2016, Mr. Kang has served as
the chief executive officer of Shanghai Mengyun Holographic Technology Co., Ltd. He served as the general manager of Haotian Investment
Co., Ltd. from 2011 to 2016. From 2002 to 2010, he served as the sales manager and director of Shenzhen Qixin Technology Co., Ltd. From
1999 to 2002, he was the refrigeration system design engineer in Guangdong Midea Group. Mr. Kang graduated from Wuhan University of Technology
in 1999.



Bei
Zhen has been serving as our Chief Financial Officer since September 2022. In October 2019, she founded Shenzhen Aixi
Culture Communication Co., Ltd. and served as the chief executive officer. From December 2015 to October 2019, she served as
the director of the Corporate Finance Department in Sun Hung Kai Financial Group. From April 2012 to December 2015, she worked
in the Fund Department of Shenzhen Innovation Investment Group Co., Ltd. From July 2011 to February 2012, she served as assistant
to the chief executive officer of the Global Asset Management Department of HSBC. Ms. Zhen obtained a master’s degree in accounting
and finance from the University of Bristol in February 2012 and a bachelor’s degree in financial economics from the University
of Leicester in July 2010.



Guolong
Qi has been serving as our Chief Operating Officer since September 2022. From January 2017, Mr. Qi has served as the
general manager of Shanghai Mengyun Holographic Technology Co., Ltd. From June 2011 to December 2016, he served as the deputy
general manager of Shenzhen Chuangshi Interactive Technology Co., Ltd. From May 2010 to May 2011, he worked as project manager
of Guangzhou Jiepu Electronics Company. From January 2001 to May 2010, he worked in Epson Technology (Shenzhen) Co., Ltd. From
July 1999 to December 2000, he worked as an engineer in Huaxin Cement Co., Ltd. Mr. Qi obtained his master’s degree in
financial market and portfolio management from the University of Hong Kong in July 2017 and graduated from the Wuhan University
of Technology in 1999.





1







Jianbo
Zhou has been serving as our Chief Technology Officer since September 2022. Prior to becoming the Chief Technology Officer
of MC and in 2018, he served as the chief executive officer of Shenzhen Bowei Vision Technology Co., Ltd.
Prior to joining MC, from July 2005 to September 2010, Mr. Zhou was responsible for the development of the WCDMA Base Station
System with ZTE, assisting China Unicom, a major telecommunication provider in China, to complete the commercial deployment of the 3G
system in Hong Kong, France, and in other locales. He was also responsible for developing a number of patents. From 2010 to 2012, Mr.
Zhou led the development and acceptance of an innovation fund project of Shenzhen Science and Technology Commission, and obtained the
Shenzhen high-level professional certificate in 2012. Mr. Zhou obtained a master’s degree in computer software from Wuhan University
in 2005 and a bachelor’s degree in computer application from Wuhan University in 2000.



Belief
Bi has been serving as our independent director since February 2023. Mr. Bi has extensive experience in the operation, legal
and compliance areas of U.S. public companies. Prior to joining our Company, Mr. Belief Bi has served as the president of Beijing Zhixing
Classroom Education Consulting Co., Ltd. since June 2017. Between 2015 and 2017, he served as the vice president in Beijing Shengyuan
Fengheng Venture Capital Co., Ltd. and the executive secretary in Dianjing Smart Industry Alliance. Prior to that, Mr. Bi worked as an
assistant president in Ninetowns Group (Nasdaq: NINE) from 2013 to 2015, where he was responsible for the agricultural e-commerce and
real estate segments of the company. Mr. Bi received a bachelor of law degree from China University of Political Science and Law in 2010.



Maggie
Wang has been serving as our independent director since February 2023. Ms. Wang has extensive experience in financial accounting,
internal control and risk management. Ms. Wang has over 16 years of experience in the financial services industry in Asia. Further, she
has direct oversight on specific risk management functions such as financial and insurance product control, assets and liabilities management
and customer risk management. Prior to joining our Company, Ms. Maggie Wang has served as the regional director and treasurer of Prudential
HK Limited since 2013. Between 2006 and 2012, she served as the chief accountant in Wall Street English since 2006. Ms. Wang is a Chartered
Financial Analyst, an Associate Financial Planner and a Registered Financial Planner in US. Ms. Wang received a bachelor’s degree
from the University of Guangzhou and an MBA degree from Jinan University.





Han Qin has
been serving as our independent director since September 2022. Ms. Qin served as an independent director of China Trends Holdings
Limited from 2020 to 2021. She has been the investment director and executive director in Rider Family Office since 2018. From April 2018
to February 2020, she served as the investment director in Shenzhen Zhongxiang Capital Management Co., Ltd. From May 2014 to
March 2016, she served as the director, assistant president and joint founder in Asia Fortune Media Group Limited. From July 2005
to September 2007, she served as the director of department of planning in China Major Bridge Engineering Co., Ltd. Ms. Qin obtained
a Doctor of Philosophy degree in industrial and manufacturing systems engineering from the University of Hong Kong in May 2014, a
master’s degree in management science and engineering from the Wuhan University in June 2009, and a bachelor’s degree
in engineering management in June 2005.



Committees
of Our Board of Directors



Our
board of directors has established an audit committee, a compensation committee, and a nominating committee. The composition and responsibilities
of each of these committees of our board of directors are described below. Members serve on these committees until their resignation
or until otherwise determined by our board of directors. Our board of directors may have or establish other committees as it deems necessary
or appropriate from time to time.



Audit
Committee



Our
Audit Committee consists of Mr. Belief Bi, Ms. Maggie Wang and Ms. Han Qin. We have determined that each of them satisfies the “independence”
requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under
the Exchange Act, as amended. We have also determined that Ms. Maggie Wang qualifies as an “audit committee financial expert.”
The chair of our Audit Committee is Ms. Maggie Wang. The Audit Committee oversees our accounting and financial reporting processes and
the audits of our financial statements. The Audit Committee is responsible for, among other things:



| | ● | establishing
    clear hiring policies for employees or former employees of the independent auditors;
| | - | -----------------------------------------------------------------------------------------------------





2







| | ● | reviewing
    and recommending to our Board of Directors for approval, the appointment, re-appointment or removal of the independent auditor, after
    considering our annual performance evaluation of the independent auditor;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | approving
    the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted
    to be performed by our independent auditors at least annually;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | obtaining
    a written report from our independent auditor describing matters relating to our independence and quality control procedures;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
    with the independent registered public accounting firm any audit problems or difficulties and management’s response;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | ● | discussing
    with our independent auditor, among other things, the audits of the financial statements, including whether any material information
    should be disclosed, issues regarding accounting and auditing principles and practices;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
    and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
    and recommending the financial statements for inclusion within our quarterly earnings releases and to our Board of Directors for
    inclusion in our annual reports;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | discussing
    the annual audited financial statements with management and the independent registered public accounting firm;
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
    policies with respect to risk assessment and risk management;
| | - | ---------------------------------------------------------------------------



| | ● | reviewing
    the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor
    and control major financial risk exposures;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | periodically
    reviewing and reassessing the adequacy of the committee charter;
| | - | ---------------------------------------------------------------------------------



| | ● | approving
    annual audit plans, and undertaking an annual performance evaluation of the internal audit function;
| | - | ------------------------------------------------------------------------------------------------------------------



| | ● | establishing
    and overseeing procedures for the handling of complaints and whistleblowing;
| | - | ---------------------------------------------------------------------------------------------



| | ● | meeting
    separately and periodically with management, the internal auditors and the independent registered public accounting firm;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | ● | monitoring
    compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to
    ensure proper compliance;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reporting
    periodically to our Board of Directors; and
| | - | ---------------------------------------------------------



| | ● | such
    other matters that are specifically delegated to our audit committee by our Board of Directors from time to time.
| | - | --------------------------------------------------------------------------------------------------------------------------





Nominating Committee



Our Nominating Committee consists
of Mr. Belief Bi, Ms. Maggie Wang and Ms. Han Qin. We have determined that each of them satisfies the “independence” requirements
of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Exchange
Act, as amended. The chair of our Nominating Committee is Mr. Belief Bi. The Nominating Committee is responsible for overseeing the selection
of persons to be nominated to serve on our Board of Directors. The Nominating Committee considers persons identified by its members, management,
stockholders, investment bankers and others.





3







The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:



| | ● | should
    have demonstrated notable or significant achievements in business, education or public service;
| | - | ----------------------------------------------------------------------------------------------------------



| | ● | should
    possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring
    a range of skills, diverse perspectives and backgrounds to its deliberations; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | should
    have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



The
Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by stockholders and other persons.



Compensation
Committee





Our Compensation Committee
consists of Mr. Belief Bi, Ms. Maggie Wang and Ms. Han Qin. We have determined that each of them satisfies the “independence”
requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under
the Exchange Act, as amended. The chair of our Compensation Committee is Ms. Han Qin. The principal functions of the compensation committee
include:



| | ● | reviewing
    and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,
    evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the
    remuneration (if any) of our Chief Executive Officer’s based on such evaluation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
    and approving the compensation of all of our other officers;
| | - | --------------------------------------------------------------------------



| | ● | reviewing
    our executive compensation policies and plans;
| | - | ------------------------------------------------------------



| | ● | implementing
    and administering our incentive compensation equity-based remuneration plans;
| | - | ----------------------------------------------------------------------------------------------



| | ● | assisting
    management in complying with our proxy statement and annual report disclosure requirements;
| | - | ---------------------------------------------------------------------------------------------------------



| | ● | approving
    all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | producing
    a report on executive compensation to be included in our annual proxy statement; and
| | - | --------------------------------------------------------------------------------------------------



| | ● | reviewing,
    evaluating and recommending changes, if appropriate, to the remuneration for directors.
| | - | ------------------------------------------------------------------------------------------------------



The
compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other
adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC.



Family
Relationships



No family relationships existed among any of our directors or executive
officers.



Code
of Ethics





We have adopted a “Code
of Ethics” as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act that applies
to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting
officer.





4







Section 16(A)
Beneficial Ownership Reporting Compliance





Section 16(a) of the
Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class
of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and
other equity securities. Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish
us with copies of all Section 16(a) forms they file.



To our knowledge, based solely
on our review of Forms 3, 4 and 5, and any amendments thereto, furnished to us or written representations that no Form 5 was required,
we believe that during the fiscal year ended December 31, 2022, all filing requirements applicable to our executive officers and
directors under the Exchange Act were met in a timely manner.



Item
11. Executive Compensation.



Summary
Compensation Table





The following summary compensation
table sets forth the compensation earned by our named executive officers and directors for the year ended December 31, 2022. None
of the members who served as executive officers and directors for MicroCloud received any compensation for the year ended December 31, 2021.





|Name                                   |  | Fiscal
    Year |  |  | Salary
    ($) |          |  | Bonus
    ($) |  |   | Stock
    Awards ($) |  |  | All
    Other Compensation ($) |  |  | Total
    ($) |  
|-------------------------------------- |  | --------------- |  |  | -------------- | -------- |  | ------------- |  | - | -------------------- |  |  | ------------------------------ |  |  | ------------- | -
|Wei Peng(1)                            |  | 2022            |  |  |                | 0        |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Chairman
    of the Board of Directors |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Guohui Kang(1)                         |  | 2022            |  |  |                | 53,499.8 |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Director,
    Chief Executive Officer  |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Bei Zhen(1)                            |  | 2022            |  |  |                | 35,666.5 |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Chief
    Financial Officer            |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Guolong Qi(1)                          |  | 2022            |  |  |                | 53,499.8 |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Chief
    Operating Officer            |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Jianbo Zhou(1)                         |  | 2022            |  |  |                | 27,641.6 |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Chief
    Technology Officer           |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Xu Zhang(1)(2)                         |  | 2022            |  |  |                | 0        |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Independent
    Director               |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Mi Zhou(1)                             |  | 2022            |  |  |                | 0        |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Independent
    Director               |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Han Qin(1)                             |  | 2022            |  |  |                | 0        |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Independent
    Director               |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Jun Liu(1)(3)                          |  | 2022            |  |  |                | 0        |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Independent
    Director               |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Belief Bi(4)                           |  | 2022            |  |  |                | 0        |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Independent
    Director               |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|                                       |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  
|Maggie Wang(4)                         |  | 2022            |  |  |                | 0        |  |               |  | 0 |                      |  |  | 0                              |  |  |               | 0
|Independent
    Director               |  |                 |  |  |                |          |  |               |  |   |                      |  |  |                                |  |  |               |  








Note:





|(1) | Served
    on the position since September 2022;    
|--- | ----------------------------------------------------
|(2) | Resigned
    from his/her position in February 2023;
|(3) | Removed
    from his position in February 2023; and 
|(4) | Served on the position since February 2023.         





5







Compensation
Plans



Mr.
Guohui Kang, Ms. Bei Zhen, Mr. Guolong Qi and Mr. Jianbo Zhou will be provided with the following salary: (a) an annual base salary in
cash of $53,499.8, $35,666.5, $53,499.8 and $27,641.6, respectively; and (b) during the executive’s term, the Company will reimburse
for all reasonable out-of-pocket travel expenses incurred by them in attending any in-person meetings, provided that they comply with
the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation
of such expenses.



We
have no arrangements for the remuneration of our independent directors, except that they will be entitled to receive reimbursement for
actual, demonstrable out-of-pocket expenses, including travel expenses, if any. No compensation was paid to our independent directors
during the year ended December 31, 2022.



The
Company’s management members may receive additional compensation as determined by the Board.



Employment
Agreements



We
entered into employment agreements with our executive directors and officers.



Option
Grants





We had no outstanding equity
awards as of the year ended December 31, 2022.



Option Exercises and Fiscal Year-End Option
Value Table



There were no stock options
exercised during fiscal year ended December 31, 2022 by the executive officers.



Outstanding
Equity Awards at Fiscal Year End



No
equity awards were outstanding as of the year ended December 31, 2022.





6







Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The table below sets forth
information, as of March 13, 2023, with respect to the beneficial ownership of our ordinary shares by: (a) each named executive officer,
each of our directors, and our directors and executive officers as a group; and (b) each person or entity known by us to own beneficially
more than 5% of our ordinary shares (by number and by voting power).



|                                                    |  | Ordinary
    Shares |            |  | Voting
    Power | 
|--------------------------------------------------- |  | ------------------- | ---------- |  | ---------------- | 
|Name
    and Address of Beneficial Owner            |  | Number              |            |  | %†               | 
|Executive
    Officers and Directors                |  |                     |            |  |                  | 
|Guohui
    Kang(1)                                  |  |                     | 5,063,006  |  |                  | 
|Bei
    Zhen                                        |  |                     | -          |  |                  | 
|Guolong
    Qi                                      |  |                     | -          |  |                  | 
|Jianbo
    Zhou(2)                                  |  |                     | 675,068    |  |                  | 
|Wei
    Peng(3)                                     |  |                     | 8,302,047  |  |                  | 
|Xu
    Zhang*                                       |  |                     | -          |  |                  | 
|Belief Bi                                           |  |                     | -          |  |                  | 
|Maggie Wang                                         |  |                     | -          |  |                  | 
|Mi
    Zhou*                                        |  |                     | -          |  |                  | 
|Han
    Qin                                         |  |                     | -          |  |                  | 
|Jun
    Liu*                                        |  |                     | -          |  |                  | 
|All
    Executive Officers and Directors as a group |  |                     | 14,040,121 |  |                  | 
|5%
    or Greater Holders                           |  |                     | -          |  |                  | 
|Best
    Road Holdings Limited(3)                   |  |                     | 8,302,047  |  |                  | 
|Tiger
    Initiative Investment Ltd(4)              |  |                     | 6,750,675  |  |                  | 
|Super
    plus Holding Limited(5)                   |  |                     | 5,063,006  |  |                  | 
|Import
    & Export Guojin Development Co., Ltd(1)  |  |                     | 5,063,006  |  |                  | 
|Wu
    Yue Investment Ltd(6)                        |  |                     | 4,387,939  |  |                  | 
|Lucky
    monkey Holding Limited(7)                 |  |                     | 4,050,405  |  |                  | 
|Sensegain
    Prosperity Holding Limited(8)         |  |                     | 3,639,120  |  |                  | 
|Innovation
    Spark Technology Limited(9)          |  |                     | 3,375,338  |  |                  | 










Note:



| | † | Based
    on 50,812,035 shares of common stock, par value $0.0001 per share, outstanding as of March 13, 2023.
| | - | --------------------------------------------------------------------------------------------------------------



| | (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, as the sole director and sole shareholder of Brilliantrf
    Holdings Limited, 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Zongge
    Zhang, as the sole director and sole shareholder of Tiger Initiative Investment Ltd, has voting and investment discretion over these
    shares and therefore may be deemed to beneficially own such shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Shuyuan
    Xu, as the sole director and sole shareholder of Super plus Holding Limited, has voting and investment discretion over these shares
    and therefore may be deemed to beneficially own such shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Hao
    Wu, as the sole director and sole shareholder of Wu Yue Investment Ltd, has voting and investment discretion over these shares and
    therefore may be deemed to beneficially own such shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Jiahui
    Lu, as the sole director and sole shareholder of Lucky monkey Holding Limited, has voting and investment discretion over these shares
    and therefore may be deemed to beneficially own such shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Minwen
    Wu, as a beneficial owner of Sensegain Prosperity Holding Limited, has voting and investment discretion over these shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Feirong
    Hu, as the sole director and sole shareholder of Innovation Spark Technology Limited, has voting and investment discretion over these
    shares and therefore may be deemed to beneficially own such shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | Ceased to serve as independent directors of MicroCloud effective from February 3, 2023.
| | - | ---------------------------------------------------------------------------------------







7







Item 13.
Certain Relationships and Related Transactions, and Director Independence.



Transactions
with Related Parties



We do not have related party transactions during the fiscal year ended
December 31, 2022.



Director
Independence





Our board of directors has
undertaken a review of the independence of each director. Belief Bi, Maggie Wang and Han Qin are all non-employee directors, all of whom
our Board has determined to be independent directors pursuant to Nasdaq rules. All of the members of our Audit Committee, Nominating Committee
and Compensation Committee are independent directors pursuant to Nasdaq rules.





8







PART
IV



Item 15.
Exhibits, Financial Statement Schedules.



| | (a) | Financial
                                            Statements and Financial Statement Schedules
| | --- | --------------------------------------------------------------------------------------------------



Incorporated
by reference to Items 15(1) and 15(2) of Form 10-K:



| | (b) | Exhibits
| | --- | --------



The
documents set forth below are filed herewith or incorporated herein by reference to the location indicated.



|                |  |                                                                                                                                                                                     |  | Incorporated
    by Reference | 
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | 
|Exhibit
    No. |  | Description                                                                                                                                                                         |  | Form                          | 
|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                           | 
|2.2             |  | First Amendment to the Business Combination and Merger Agreement dated as of August 5, 2022                                                                                         |  | 8-K                           | 
|2.3             |  | Second Amendment to the Business Combination and Merger Agreement dated as of August 10, 2022                                                                                       |  | 8-K                           | 
|3.1             |  | MicroCloud Hologram Inc. Amended and Restated Articles of Incorporation                                                                                                             |  | 8-K                           | 
|4.1             |  | Specimen Ordinary Share Certificate                                                                                                                                                 |  | 8-K                           | 
|4.2             |  | Specimen Warrant Certificate                                                                                                                                                        |  | 8-K                           | 
|4.3             |  | Warrant Agreement between VStock Transfer LLC and Golden Path Acquisition Corporation                                                                                               |  | 8-K                           | 
|10.1            |  | Form of Lock-Up Agreement                                                                                                                                                           |  | 8-K                           | 
|10.2            |  | Form of Indemnification Agreement                                                                                                                                                   |  | 8-K                           | 
|10.3            |  | Form of Registration Rights Agreement                                                                                                                                               |  | 8-K                           | 
|10.4            |  | Form of Non-Competition and Non-Solicitation Agreements                                                                                                                             |  | 8-K                           | 
|10.5**          |  | Form of Employment Agreement between the Registrant and each of its executive directors and officers                                                                                |  |                               | 
|10.6**          |  | Form of Director Offer Letter between the Registrant and each of its independent directors                                                                                          |  |                               | 
|21.1**          |  | List of Subsidiaries                                                                                                                                                                |  |                               | 
|31.1*           |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                               | 
|31.2*           |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                               | 





9







|32.1#** |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |  |  |  |  |  | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|32.2#** |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |  |  |  |  |  | 
|101.INS |  | Inline
    Instance Document                                                                                                                           |  |  |  |  |  |  | 
|101.SCH |  | Inline
    Taxonomy Extension Schema Document                                                                                                          |  |  |  |  |  |  | 
|101.CAL |  | Inline
    Taxonomy Extension Calculation Linkbase Document                                                                                            |  |  |  |  |  |  | 
|101.DEF |  | Inline
    Taxonomy Extension Definition Linkbase Document                                                                                             |  |  |  |  |  |  | 
|101.LAB |  | Inline
    Taxonomy Extension Label Linkbase Document                                                                                                  |  |  |  |  |  |  | 
|101.PRE |  | Inline
    Taxonomy Extension Presentation Linkbase Document                                                                                           |  |  |  |  |  |  | 
|104     |  | Cover
    Page Interactive Data File (embedded within the Inline XBRL document)                                                                        |  |  |  |  |  |  | 










|#  | This
    certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that
    section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*  | Furnished
    herewith.                                                                                                                                                                                                                                           
|** | Previously
    filed with Form 10-K on March 14, 2023.                                                                                                                                                                                                            



10







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.





Date: March 24, 2023



| | MicroCloud
    Hologram Inc.
| | ----------------------------
| |                             
| | By:                         
| |                             
| |                             
| |                             



| | By: | /s/
    Bei Zhen                 
| | --- | ---------------------------------
| |     | Bei
    Zhen                     
| |     | Chief
    Financial Officer      
| |     | (Principal
    Financial Officer)



Pursuant
to the requirements of the Securities Exchange Act of 1934 this Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.



|                    |  | Title                                  |  | Date              
|------------------- |  | -------------------------------------- |  | ------------------
|                    |  |                                        |  |                   
|/s/
    Wei Peng    |  | Chairman
    of the Board of Directors |  | March
    24, 2023
|Wei
    Peng        |  |                                        |  |                   
|                    |  |                                        |  |                   
|/s/
    Guohui Kang |  | Director,
    Chief Executive Officer  |  | March
    24, 2023
|Guohui
    Kang     |  | (Principal
    Executive Officer)      |  |                   
|                    |  |                                        |  |                   
|/s/
    Bei Zhen    |  | Chief
    Financial Officer            |  | March
    24, 2023
|Bei
    Zhen        |  | (Principal
    Financial Officer)      |  |                   
|                    |  |                                        |  |                   
|/s/
    Guolong Qi  |  | Chief
    Operating Officer            |  | March
    24, 2023
|Guolong
    Qi      |  |                                        |  |                   
|                    |  |                                        |  |                   
|/s/
    Jianbo Zhou |  | Chief
    Technology Officer           |  | March
    24, 2023
|Jianbo
    Zhou     |  |                                        |  |                   
|                    |  |                                        |  |                   
|/s/
    Belief Bi   |  | Independent
    Director               |  | March
    24, 2023
|Belief
    Bi       |  |                                        |  |                   
|                    |  |                                        |  |                   
|/s/
    Maggie Wang |  | Independent
    Director               |  | March
    24, 2023
|Maggie
    Wang     |  |                                        |  |                   
|                    |  |                                        |  |                   
|/s/
    Han Qin     |  | Independent
    Director               |  | March
    24, 2023
|Han
    Qin         |  |                                        |  |                   



11