Bolt Projects Seeks Shareholder Nod for Murchinson Convertible Note Deal

TL;DR

**BSLKW needs this Murchinson deal to stay afloat and on Nasdaq; vote FOR or risk a deeper dive.**

AI Summary

Bolt Projects Holdings, Inc. (BSLKW) is seeking stockholder approval for a significant financing initiative involving Murchinson Ltd. The company plans to issue convertible notes and warrants to Murchinson Ltd. to address general working capital needs and repay its secured creditor, Ginkgo Bioworks. This move is crucial for BSLKW to comply with Nasdaq Listing Rule 5635(d), which requires stockholder approval for equity issuances exceeding 20% of outstanding shares or voting power. The Special Meeting, scheduled for December 3, 2025, will allow stockholders to vote on this Convertible Notes Proposal and an Adjournment Proposal. As of October 20, 2025, there were 4,084,493 shares of common stock outstanding and entitled to vote. The Board of Directors unanimously recommends a 'FOR' vote on both proposals, emphasizing the importance of this financing for the company's operational stability and future. The specific dollar amounts of the convertible notes and warrants were not disclosed in the provided excerpt, but the strategic intent is clear: secure funding and manage debt.

Why It Matters

This financing proposal is critical for Bolt Projects Holdings, Inc. as it directly impacts the company's liquidity and ability to manage existing debt, specifically to Ginkgo Bioworks. For investors, approving this deal could stabilize the company's financial position, potentially preventing further dilution or more distressed financing options if the alternative is not securing this capital. Failure to approve could lead to a breach of Nasdaq listing rules and potentially delisting, severely impacting shareholder value. In a competitive market, securing capital is paramount for operational continuity and strategic initiatives, making this vote a pivotal moment for BSLKW's future trajectory.

Risk Assessment

Risk Level: medium — The risk level is medium because while the financing is crucial for working capital and debt repayment, the issuance of convertible notes and warrants to Murchinson Ltd. could lead to significant dilution for existing shareholders if the notes are converted and warrants exercised. The filing does not specify the conversion price or warrant exercise price, making the potential dilution impact uncertain. However, the Board's recommendation suggests the financing is necessary to avoid more immediate financial distress.

Analyst Insight

Investors should vote 'FOR' the Convertible Notes Proposal to ensure Bolt Projects Holdings, Inc. secures necessary working capital and complies with Nasdaq listing rules. While potential dilution exists, the immediate benefit of financial stability and debt management outweighs the risk of the company facing more severe financial challenges or delisting.

Key Numbers

• 4,084,493 — Shares of common stock outstanding (Entitled to vote as of October 20, 2025)
• 33.33% — Quorum requirement (One-third of voting power required for Special Meeting)
• 11:00 a.m. — Special Meeting start time (Eastern Time on December 3, 2025)
• 10:45 a.m. — Online check-in start time (Eastern Time for the Special Meeting)
• 11:59 p.m. — Proxy voting deadline (Eastern Time on December 2, 2025)

Key Players & Entities

• Bolt Projects Holdings, Inc. (company) — Registrant seeking stockholder approval
• Murchinson Ltd. (company) — Investor in the Convertible Notes Offering
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring stockholder approval for equity issuance
• Daniel Widmaier (person) — Chief Executive Officer and Director of Bolt Projects Holdings, Inc.
• Ginkgo Bioworks (company) — Secured creditor of Bolt Projects Holdings, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for filings
• Broadridge Financial Services (company) — Tabulator of votes and inspector of election
• October 20, 2025 (date) — Record Date for voting eligibility
• December 3, 2025 (date) — Date of the Special Meeting
• 4,084,493 (dollar_amount) — Shares of common stock outstanding on Record Date

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company requires stockholder approval for equity issuances exceeding 20% of outstanding shares or voting power to comply with Nasdaq Listing Rule 5635(d). Failure to obtain approval could lead to delisting.
• Reliance on Murchinson Ltd. Financing [medium — financial]: The company is seeking significant financing from Murchinson Ltd. through convertible notes and warrants to address working capital needs and repay a secured creditor. This reliance on a single financing source introduces concentration risk.
• Working Capital Management [medium — operational]: The financing is intended to address general working capital needs. Insufficient working capital can impair day-to-day operations and the ability to meet short-term obligations.

Industry Context

Bolt Projects Holdings, Inc. operates in a sector that often requires significant capital for project development and working capital. Companies in this space are sensitive to financing availability and regulatory compliance, particularly regarding stock exchange listing rules.

Regulatory Implications

The primary regulatory implication is the need for stockholder approval under Nasdaq Listing Rule 5635(d) for the proposed equity issuance. Failure to secure this approval could jeopardize the company's listing on Nasdaq, impacting liquidity and investor confidence.

What Investors Should Do

1. Review the terms of the convertible notes and warrants proposed to be issued to Murchinson Ltd.
2. Vote 'FOR' the Convertible Notes Proposal.
3. Vote 'FOR' the Adjournment Proposal.

Key Dates

• 2025-12-03: Special Meeting of Stockholders — Stockholders will vote on the Murchinson Ltd. financing proposal and an adjournment proposal, critical for the company's compliance with Nasdaq rules and operational stability.
• 2025-12-02: Proxy Voting Deadline — The deadline for stockholders to submit their proxy votes before the Special Meeting.
• 2025-10-20: Record Date for Outstanding Shares — Established the number of outstanding shares (4,084,493) entitled to vote at the Special Meeting.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual or special meetings of shareholders. (This document contains the information and proposals being presented to shareholders for a vote.)

Convertible Notes

Debt securities that can be converted into a predetermined amount of the issuer's equity (common stock). (These notes, if issued to Murchinson Ltd., represent a potential future dilution of existing shareholders' equity.)

Warrants

Options that give the holder the right, but not the obligation, to purchase a company's stock at a specific price within a certain timeframe. (These warrants, if issued to Murchinson Ltd., also represent potential future dilution of existing shareholders' equity.)

Nasdaq Listing Rule 5635(d)

A rule requiring stockholder approval for certain issuances of securities that involve the sale of common stock for less than the market price or that involve a change of control, or that involve the issuance of securities in excess of 20% of the outstanding capital stock. (Bolt Projects Holdings, Inc. needs stockholder approval for the proposed financing to avoid potential delisting from Nasdaq.)

Quorum

The minimum number of members of a deliberative assembly (like a shareholder meeting) that must be present for business to be legally transacted. (A quorum of one-third of the voting power is required for the Special Meeting to be valid.)

Year-Over-Year Comparison

This filing focuses on a specific financing event and does not provide comparative financial data from a previous filing. Key metrics such as revenue, net income, and margins are not detailed in this excerpt, making a direct comparison impossible.

Key Financial Figures

• $30 million — tes in an aggregate principal amount of $30 million that are convertible into shares of our
• $4 million — e principal amount of the lesser of (1) $4 million and (2) the dollar value equal to 20% o
• $4.04 m — Initial Closing for a purchase price of $4.04 million, representing an original issue d
• $3 million — up to an aggregate principal amount of $3 million under each Subsequent Tranche provided
• $500,000 — y issued Convertible Notes is less than $500,000 (2) the five-day average trading volume
• $8 million — ny's market capitalization is more than $8 million and (iv) the Company has at least 1.5 t
• $200,000 — f the Company's shares are greater than $200,000 and no event of default exists. The In
• $100,000 — rwise trade in excess of the greater of $100,000 or 15% of the daily trading volume of t

Filing Documents

• boltthreadsincdefinitivepr.htm (DEF 14A) — 166KB
• boltlogo-black.jpg (GRAPHIC) — 148KB
• boltprojectholdings_vxprxy.jpg (GRAPHIC) — 442KB
• boltprojectholdings_vxprxya.jpg (GRAPHIC) — 190KB
• 0001841125-25-000148.txt ( ) — 1223KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 1 GENERAL INFORMATION ABOUT THE SPECIAL MEETING AND VOTING 1 When and where will the Special Meeting be held 1 What are the purposes of the Special Meeting 1 Are there any matters to be voted on at the Special Meeting that are not included in this Proxy Statement 1 What does it mean if I receive more than one set of proxy materials 1 Who is entitled to vote at the Special Meeting 2 What is the difference between being a "record holder" and holding shares in "street name" 2 What do I do if my shares are held in "street name" 2 How many shares must be present to hold the Special Meeting 2 What are broker non-votes 2 What if a quorum is not present at the Special Meeting 2 How do I vote my shares without attending the Special Meeting 3 How can I attend and vote at the Special Meeting 3 What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website 3 How does the Board recommend that I vote 3 How many votes are required to approve each proposal 4 What if I do not specify how my shares are to be voted 4 Who will count the votes 4 Can I revoke or change my vote after I submit my proxy 4 Who will pay for the cost of this proxy solicitation 5 Will I be able to ask a question at the Special Meeting 5 PROPOSAL NO. 1 APPROVAL OF THE CONVERTIBLE NOTES PROPOSAL 5 PROPOSAL NO. 2 APPROVAL OF THE ADJOURNMENT PROPOSAL 8 STOCK OWNERSHIP 8

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 8 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 10 HOUSEHOLDING 11 i

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This proxy statement (this "Proxy Statement") contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding Bolt Projects Holdings, Inc.'s (the "Company") plans and expectations regarding the conversion of convertible notes and exercise of warrants the Company expects to issue and sell to Murchinson Ltd., and the expected benefits therefrom or consequences if the proposal will not be approved. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "future," "outlook," "guidance," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management's current expectations and involve known and unknown risks and uncertainties that may cause actual future events to differ materially from the forward-looking statements in this Proxy Statement, including, but not limited to the factors, risks and uncertainties included in the Company's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as such factors may be updated from time to time in the Company's other filings with the SEC, which are accessible on the SEC's website at www.sec.gov and the Financials section of the Company's website at www.boltprojectsholdings.com. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Proxy Statement. The Company cautions you against placing undue reliance on forward-l

View Full Filing

View this DEF 14A filing on SEC EDGAR