Bolt Projects Holdings Reports Key Corporate Changes

TL;DR

Bolt Projects Holdings (formerly Golden Arrow) filed an 8-K detailing a major acquisition, equity sales, and executive changes.

AI Summary

Bolt Projects Holdings, Inc. (formerly Golden Arrow Merger Corp.) filed an 8-K on August 19, 2024, reporting several significant events. These include entering into a material definitive agreement, completion of an acquisition, unregistered sales of equity securities, and changes in its certifying accountant and control. The company also reported the departure of directors and officers, and changes to its code of ethics.

Why It Matters

This filing indicates substantial corporate restructuring and potential strategic shifts for Bolt Projects Holdings, Inc., which could impact its future operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing details significant corporate actions including acquisitions and equity sales, which can introduce complexity and potential risks.

Key Players & Entities

• Bolt Projects Holdings, Inc. (company) — Filer
• Golden Arrow Merger Corp. (company) — Former Company Name
• 20240819 (date) — Filing Date
• 20240813 (date) — Period of Report

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share BSLK The Nasdaq Stock Mar
• $11.50 B — of Common stock at an exercise price of $11.50 BSLKW The Nasdaq Stock Market LLC Ind
• $10.71 — ss combination, which was approximately $10.71 per share, or $5.3 million in the aggre
• $5.3 million — was approximately $10.71 per share, or $5.3 million in the aggregate. The remaining balance
• $0.9 million — ning balance in GAMC's trust account of $0.9 million was released to the Company at the Clos
• $10.00 — of common stock at a purchase price of $10.00 per share (the "PIPE Investment"). At t
• $30.0 million — nder the terms of the modification, the $30.0 million outstanding in Senior Secured Notes was
• $10.0 million — or Secured Notes was converted into (i) $10.0 million of outstanding principal was exchanged
• $11.8 million — tered into by the PIPE Subscribers (ii) $11.8 million of Senior Secured Notes, (iii) a nonexc
• $5.4 million — 2022 Technical Development Agreement by $5.4 million. As of June 30, 2024, the prepaid balan
• $3.9 million — 022 Technical Development Agreement was $3.9 million. The interest rate of the remaining Se
• $12.5 million — December 31, 2027. As of June 30, 2024, $12.5 million of Senior Secured Notes was outstanding

Filing Documents

• ea0211631-8k_bolt.htm (8-K) — 178KB
• ea021163101ex3-1_bolt.htm (EX-3.1) — 50KB
• ea021163101ex3-2_bolt.htm (EX-3.2) — 165KB
• ea021163101ex10-7_bolt.htm (EX-10.7) — 185KB
• ea021163101ex10-18_bolt.htm (EX-10.18) — 124KB
• ea021163101ex10-19_bolt.htm (EX-10.19) — 104KB
• ea021163101ex10-27_bolt.htm (EX-10.27) — 75KB
• ea021163101ex14-1_bolt.htm (EX-14.1) — 96KB
• ea021163101ex16-1_bolt.htm (EX-16.1) — 3KB
• ea021163101ex21-1_bolt.htm (EX-21.1) — 2KB
• ea021163101ex99-1_bolt.htm (EX-99.1) — 377KB
• ea021163101ex99-2_bolt.htm (EX-99.2) — 225KB
• ea021163101ex99-3_bolt.htm (EX-99.3) — 181KB
• ex14-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-070809.txt ( ) — 2310KB
• bslk-20240813.xsd (EX-101.SCH) — 4KB
• bslk-20240813_def.xml (EX-101.DEF) — 28KB
• bslk-20240813_lab.xml (EX-101.LAB) — 38KB
• bslk-20240813_pre.xml (EX-101.PRE) — 26KB
• ea0211631-8k_bolt_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Business Combination As disclosed under the sections entitled "The Business Combination Proposal" beginning on page 101 of the proxy statement/prospectus (the "Proxy Statement/Prospectus") filed with the Securities and Exchange Commission (the "SEC") by GAMC on July 18, 2024, GAMC entered into a business combination agreement (as amended, the "Business Combination Agreement"), dated October 4, 2023, with Beam Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GAMC ("Merger Sub"), and Bolt Threads, Inc. ("Old Bolt"). Pursuant to the Business Combination Agreement, Merger Sub was merged with and into Old Bolt, with Old Bolt surviving the merger as a wholly owned subsidiary of the Company (the "Merger" and, together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). As previously reported on the Current Report on Form 8-K filed with the SEC on August 12, 2024, GAMC held a special meeting of stockholders on August 9, 2024 (the "Special Meeting"), at which the GAMC stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in the Proxy Statement/Prospectus. Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, following the Special Meeting, on August 13, 2024 (the "Closing Date"), the Business Combination was consummated (the "Closing").

01 of this Report discusses the consummation of the Business

Item 2.01 of this Report discusses the consummation of the Business Combination and the entry into agreements relating thereto and is incorporated herein by reference. 1 Amended and Restated Registration Rights Agreement On August 13, 2024, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, Bolt, the Sponsor, independent directors of GAMC and certain former stockholders of Old Bolt entered into the Amended and Restated Registration Rights and Lock-Up Agreement (the "Registration Rights and Lock-Up Agreement"). The material terms of the Registration Rights and Lock-Up Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 130 titled " Certain Agreements Related to the Business Combination – Registration Rights and Lock-Up Agreement ." Such description is qualified in its entirety by the text of the Registration Rights and Lock-Up Agreement, which is included as Exhibit 10.7 to this Report and is incorporated herein by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. As described above, on August 9, 2024, GAMC held the Special Meeting, at which the GAMC stockholders considered and adopted, among other matters, a proposal to approve the Business Combination Agreement and the Business Combination. On August 13, 2024, the parties consummated the Business Combination. In connection with the Closing, the Company changed its name from Golden Arrow Merger Corp. to Bolt Projects Holdings, Inc., filed an amended and restated certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware, and amended and restated its bylaws (the "Bylaws"). Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference. The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company's capital stock are included in the Proxy Statement/Prospectus under the sections titled " Proposal No. 2 - The Charter Amendment Proposal, " " Proposal Nos. 3A-3G - The Governance Proposals " and " Description of the Post-Combination Company's Securities " beginning on pages 141, 144 and 228 respectively, of the Proxy Statement/Prospectus, which are incorporated herein by reference. Holders of 492,278 shares of GAMC Class A common stock sold in its initial public offering (the "Initial Shares") properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from GAMC's initial public offering, calculated as of two business days prior to the consummation of the business combination, which was approximately $10.71 per share, or $5.3 million in the aggregate. The remaining balance in GAMC's trust account of $0.9 million was released to the Company at the Closing. As a result of the Business C

01(f) of Form 8-K provides that if the predecessor registrant

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as GAMC was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking Statements This Report includes statements that express Bolt's opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference into this Report or Exhibits 99.1-99.3 of this Report) and include statements regarding Bolt's intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, and strategies of

Business

Business Bolt's business is described in the Proxy Statement/Prospectus in the section titled " Information About Bolt Threads " beginning on page 160, which is incorporated herein by reference.

Risk Factors

Risk Factors The risks associated with Bolt's business are described in the Proxy Statement/Prospectus in the section titled " Risk Factors " beginning on page 39 and are incorporated herein by reference. A summary of the risks associated with Bolt's business is also included beginning on page 34 of the Proxy Statement/Prospectus under the heading "Summary Risk Factors" and are incorporated herein by reference. Financial Information The audited consolidated financial statements of Old Bolt as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 are included in the Proxy Statement/Prospectus beginning on pages F-54, which are incorporated herein by reference. The unaudited condensed consolidated financial statements of Old Bolt as of June 30, 2024 and for the periods ended June 30, 2024 and 2023 are included as Exhibit 99.1 hereto and is incorporated herein by reference. The unaudited pro forma condensed combined financial information of GAMC and Old Bolt as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

Management's Discussion and Analysis of Financial Condition

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis of the financial condition

Management's discussion and analysis of the financial condition and results of operation of Old Bolt for the years ended December 31, 2023 and 2022 and the six months ended June 30, 2024 and 2023 are included in Exhibit 99.3 hereto and incorporated herein by reference.

Properties

Properties The Company is remote-only and does not currently have a headquarters. Its workplace is described in the Proxy Statement/Prospectus in the section titled " Information About Bolt Threads – Employees and Human Capital Resources " on page 171 and that information is incorporated herein by reference. 4

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial ownership of common stock following the consummation of the Business Combination and related or concurrent transactions by: each person who is known to be the beneficial owner of more than 5% of issued and outstanding shares of common stock; each of Bolt's current named executive officers and directors; and all current executive officers and directors of Bolt as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, Bolt believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. Shares Beneficially Owned Name and Address of Beneficial Owner(1) Number Percentage 5% Holders Entities affiliated with Foundation Capital(2) 2,310,360 7.3 % Anderson Investments Pte. Ltd.(3) 2,471,861 7.8 % Scottish Mortgage Investment Trust PLC(4) 2,465,807 7.8 % Formation8 Partners Fund I, L.P.(5) 1,655,988 5.2 % Entities affiliates with Top Tier Capital Partners(6) 2,489,505 7.9 % Ginkgo Bioworks, Inc.(7) 2,679,319 8.5 % Golden Arrow Sponsor, LLC(8) 14,662,702 40.0 % Directors and Named Executive Officers Daniel Widmaier(9) 302,940 * David Breslauer(10) 839,384 2.6 % Randy Befumo(11) 110,862 * Cintia Nardi(12) 176,356 * Ransley Carpio — * Jeri Finard — * Sami Naffakh — * Daniel Steefel — * Steven Klosk 35,000 * Esther van den Boom — * Jerry Fiddler(13) 623,905 2.0 % All directors and executive officers as a group (11 individuals)(14) 2,088,447

Executive Compensation

Executive Compensation The executive compensation of Old Bolt's executive officers is described in the Proxy Statement/Prospectus in the section titled " Bolt Threads' Executive and Director Compensation " beginning on page 172 and that information is incorporated herein by reference. Certain Relationships and Related Transactions Certain relationships and related party transactions of Bolt are described in the Proxy Statement/Prospectus in the section titled " Certain Relationships and Related Party Transactions " beginning on page 217 and that information is incorporated herein by reference. Additionally, in connection with the Business Combination, Ginkgo Bioworks, Inc. ("Ginkgo") holds over 5% of the shares of outstanding common stock. In October 2022, Old Bolt and Ginkgo executed several concurrent agreements including a Senior Secured Note Purchase Agreement (the "Ginkgo Note Purchase Agreement") and a 2022 Technical Development Agreement ("2022 TDA"). On December 29, 2023, Old Bolt entered into an amendment (the "Ginkgo Note Purchase Agreement Amendment No. 1") to the Ginkgo Note Purchase Agreement to modify its outstanding senior secured notes (the "Senior Secured Notes") held by Ginkgo. Under the terms of the modification, the $30.0 million outstanding in Senior Secured Notes was converted into (i) $10.0 million of outstanding principal was exchanged for a convertible note with the same terms as the convertible notes issued pursuant to the Note Purchase Agreement entered into by the PIPE Subscribers (ii) $11.8 million of Senior Secured Notes, (iii) a nonexclusive right to license certain of Bolt's intellectual property, and (iv) a reduction of Old Bolt's outstanding prepaid balance under the 2022 Technical Development Agreement by $5.4 million. As of June 30, 2024, the prepaid balance remaining under the 2022 Technical Development Agreement was $3.9 million. The interest rate of the remaining Senior Secured Notes was amended, from the existing rate

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View this 8-K filing on SEC EDGAR