[8-K] Bolt Projects Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Bolt Projects Holdings, Inc. (BSLK) amended its bylaws effective October 17, 2025. The changes lower the stockholder meeting quorum to 33.33% of voting power and align director nomination procedures with the SEC’s universal proxy framework, requiring compliance with Rule 14a-19.

The amendments add detailed disclosure and eligibility mechanics for stockholder nominations and other business, including background information requirements and a representation that nominees intend to serve their full term. They also cap nominations so stockholders cannot nominate more candidates than seats up for election.

Additional updates require any stockholder soliciting proxies to use a proxy card color other than white (reserved for the Board), clarify who may preside at meetings and that person’s authority, and update how Board vacancies may be filled. The full text appears as Exhibit 3.1.

Insights

Corporate governance analyst

Bylaw update tightens nomination rules and sets a one-third quorum.

Bolt Projects revised governance mechanics by reducing the quorum to 33.33% and formalizing nomination processes that reference SEC Rule 14a-19. These provisions standardize disclosures around nominees and sponsoring stockholders and limit nominations to the number of seats available.

The proxy card color rule (white reserved for the Board) and clarified meeting chair authority could streamline contested meetings. Vacancy-filling procedures were also updated. These are structural governance adjustments without stated financial effects.

Actual impact depends on future meeting dynamics and stockholder activity; the filing lists the rules but does not change economics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 17, 2025

Bolt Projects Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40223

86-1256660

(State or other jurisdiction  of incorporation)

(Commission File Number)

(I.R.S. Employer  Identification No.)

2261 Market Street, Suite 5447 San Francisco, CA						94114
(Address of principal executive offices)						(Zip Code)

(415) 325-5912

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

BSLK

The Nasdaq Stock Market LLC

Warrants, each 20 whole warrants exercisable for one share of Common stock at an exercise price of $230.00

BSLKW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 17, 2025, the Board of Directors of Bolt Projects Holdings, Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments contained in the Amended and Restated Bylaws:

•reduce the quorum needed for stockholder meetings to one-third (33.33%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy;

•address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;

•establish procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including, without limitation: requiring certain background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; regarding the proposed nominees, including a representation that such candidate intends to serve the entire term, if elected; and prohibiting a stockholder from nominating a greater number of director candidates than are subject to election by stockholders at the applicable meeting;

•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which will be reserved for exclusive use by the Board;

•update those who may preside at meetings of stockholders and the scope of such person’s rights and authority at such meetings; and

•update how vacancies on the Board of Directors may be filled.

The Amended and Restated Bylaws also incorporate certain modernizing, clarifying, conforming and additional changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
3.1			Amended and Restated Bylaws, dated as of October 17, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 17, 2025

By:

/s/ Daniel Widmaier

Name:

Daniel Widmaier

Title:

Chief Executive Officer

FAQ

What did Bolt Projects (BSLK) change in its bylaws?

It lowered the quorum to 33.33%, aligned nominations with SEC Rule 14a-19, added disclosure and eligibility mechanics, set proxy card color rules, and updated meeting and vacancy procedures.

When did BSLK’s amended bylaws become effective?

They became effective on October 17, 2025.

How does the new quorum requirement affect BSLK stockholder meetings?

A meeting now reaches quorum with 33.33% of voting power present in person or by proxy.

What does compliance with SEC Rule 14a-19 mean for BSLK nominations?

Anyone soliciting proxies for director nominees other than the Board’s must meet Rule 14a-19 notice and solicitation requirements.

What proxy card color rules did BSLK adopt?

Stockholders soliciting proxies must use a color other than white; white is reserved for the Board.

Can BSLK stockholders nominate an unlimited number of directors?

No. Nominations cannot exceed the number of director seats up for election.

Where can I read BSLK’s full amended bylaws?

The complete text is filed as Exhibit 3.1.