Bolt Projects Holdings, Inc. Files 8-K with Material Agreements

TL;DR

Bolt Projects Holdings filed an 8-K detailing material agreements and equity sales.

AI Summary

On September 12, 2025, Bolt Projects Holdings, Inc. (formerly Golden Arrow Merger Corp.) entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Bolt Projects Holdings, Inc. is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates significant corporate actions and financial disclosures by Bolt Projects Holdings, Inc., which could impact investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Numbers

• 001-40223 — SEC File Number (Identifies the company's filing with the SEC.)
• 86-1256660 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Bolt Projects Holdings, Inc. (company) — Registrant
• Golden Arrow Merger Corp. (company) — Former company name
• September 12, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 2261 Market Street, Suite 5447 (address) — Business and mail address
• San Francisco, CA 94114 (address) — Business and mail address

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share BSLK The Nasdaq Stock Market
• $230.00 B — of Common stock at an exercise price of $230.00 BSLKW The Nasdaq Stock Market LLC Indic
• $20.0 million — ts option to sell to the Investor up to $20.0 million of the Company's common stock, par valu
• $1.00 — in the Purchase Agreement) is less than $1.00 (the "Floor Price"). Pursuant to the
• $25,000 — a trading day and the amount is between $25,000 and $500,000, the price will be 96% of
• $500,000 — y and the amount is between $25,000 and $500,000, the price will be 96% of the lowest vo
• $5.0 million — rice, the notice amount must not exceed $5.0 million. In this case, the Share Price will be

Filing Documents

• bslk-20250912.htm (8-K) — 44KB
• ex-101bslkxascentxelocspae.htm (EX-10.1) — 237KB
• ex-102bslkxascentxregistra.htm (EX-10.2) — 96KB
• image_1.jpg (GRAPHIC) — 42KB
• 0001841125-25-000129.txt ( ) — 667KB
• bslk-20250912.xsd (EX-101.SCH) — 3KB
• bslk-20250912_def.xml (EX-101.DEF) — 17KB
• bslk-20250912_lab.xml (EX-101.LAB) — 31KB
• bslk-20250912_pre.xml (EX-101.PRE) — 17KB
• bslk-20250912_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Equity Purchase Agreement On September 12, 2025, Bolt Projects Holdings, Inc. (the "Company") entered into an equity purchase agreement (the "Purchase Agreement") with Ascent Partners Fund LLC, a Delaware limited liability company (the "Investor") relating to an equity line of credit facility (the "ELOC"). Pursuant to the Purchase Agreement, the Company will have the right from time to time at its option to sell to the Investor up to $20.0 million of the Company's common stock, par value $0.0001 per share ("Common Stock"), subject to certain customary conditions and limitations set forth in the Purchase Agreement, including that (i) the Investor shall not be obligated to purchase or acquire any shares of Common Stock that would result in its beneficial ownership exceeding 9.99% of the Company's then-outstanding voting power and (ii) the Investor shall not be obligated to purchase shares of Common Stock if the volume weighted average price for the Common Stock on an Advance Notice Date (as defined in the Purchase Agreement) is less than $1.00 (the "Floor Price"). Pursuant to the Purchase Agreement, the Company will have the right, but not the obligation, to direct the Investor to purchase shares of Common Stock at its sole discretion from time to time until the earlier of (i) the first day of the month following the 36-month period after the effective date of a registration statement registering the resale of the Common Stock sold to the Investor pursuant to the Purchase Agreement and (ii) $20.0 million of Common Stock have been sold to the Investor pursuant to the Purchase Agreement. To initiate a purchase, the Company must deliver written notice to the Investor before trading begins on any trading day. The purchase price of the shares (the "Share Price") will be determined based on the timing and conditions of an advance notice (each, an "Advance Notice"). If an Advance Notice is received before 8:01 a.m.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The issuance of the Upfront Commitment Shares and the shares of Common Stock the Company may sell under the Purchase Agreement will initially be made pursuant to Section 4(a)(2) under the Securities Act in reliance on representations made by the Investor to the Company in the Purchase Agreement. Based on the Floor Price currently in the Purchase Agreement, the Company estimates that the maximum number of shares of Common Stock issuable pursuant to the Purchase Agreement is 20,000,000 shares, though the actual number of shares issued pursuant to the Purchase Agreement will depend on whether and when the Company utilizes the ELOC.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d)Exhibits. Exhibit No. Description 10.1* Equity Purchase Agreement, dated September 12, 2025, by and among the Registrant and Ascent Partners Fund LLC 10.2* Registration Rights Agreement, dated September 12, 2025, by and among the Registrant and Ascent Partners F und LLC 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document * Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOLT PROJECTS HOLDINGS, INC. Date: September 15, 2025 By: /s/ Daniel Widmaier Name: Daniel Widmaier Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR