As filed with the Securities and Exchange Commission
on March 10, 2026
Registration Statement No. 333-282014
Registration Statement No. 333-284964
Registration Statement No. 333-286083
Registration
Statement No. 333-289821
Registration Statement No. 333-290557
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1
Registration Statement No. 333-282014
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
Registration Statement No. 333-284964
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
Registration Statement No. 333-286083
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
Registration Statement No. 333-289821
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
Registration Statement No. 333-290557
UNDER
THE SECURITIES ACT OF 1933
BOLT PROJECTS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
2860 |
|
86-1256660 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
2261 Market Street, Suite 5447
San Francisco, CA 94114
(415) 325-5912
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Daniel Widmaier
Chief Executive Officer
2261 Market Street, Suite 5447
San Francisco, CA 94114
(415) 325-5912
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Drew Capurro
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
(714) 540-1235
Approximate date of commencement of proposed sale
to the public: Not applicable.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions 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 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (the “Post-Effective
Amendments”) of Bolt Projects Holdings, Inc. (the “Company” or “Bolt”) relate to the Company’s
following Registration Statements on Form S-1 (collectively, the “Registration Statements”) filed with the Securities
and Exchange Commission (“SEC”) and are being filed to deregister all securities that were registered for issuance
under the Registration Statements and that remain unsold thereunder:
1. Registration Statement on Form
S-1 (File No. 333-282014) filed on September 9, 2024.
2. Registration Statement on Form
S-1 (File No. 333-284964) filed on February 14, 2025.
3. Registration Statement on Form
S-1 (File No. 333-286083) filed on March 25, 2025.
4. Registration Statement on Form
S-1 (File No. 333-289821) filed on August 22, 2025.
5. Registration Statement on Form
S-1 (File No. 333-290557) filed on September 26, 2025.
On December 31, 2025, Bolt received written notification
from the Nasdaq Hearings Panel (the “Panel”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that,
due to the Company’s having not met the terms of the Panel’s September 30, 2025 decision that the Company demonstrate compliance
with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by December 31, 2025, the Company’s securities
will be delisted from Nasdaq, and trading will be suspended at the open of trading on January 5, 2026. Following suspension of trading
on Nasdaq, the Company common stock started trading on the OTC Pink Market under the trading symbol, “BSLK” and its public
warrants under the trading symbol “BSLKW.” The Company determined not to appeal the Panel's decision and, on March 2, 2026,
voluntarily filed a Form 25 with the SEC to delist the securities and warrants from Nasdaq.
Pursuant to the undertaking made by the Registrant
in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been
registered for issuance that remain unsold at the termination of the respective offering, the Registrant is filing these Post-Effective
Amendments to terminate the effectiveness of such Registration Statements and to deregister, as of the effectiveness of these Post-Effective
Amendments, any and all securities registered thereunder that remain unsold as of the effectiveness date. As a result of this deregistration
and upon the effectiveness of these Post-Effective Amendments, no securities of the Company will remain registered pursuant to the Registration
Statements.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing these Post-Effective Amendments to the Registration Statements on Form S-1 and has duly caused these Post-Effective Amendments
to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Francisco, state of California on March 10,
2026.
| |
BOLT PROJECTS HOLDINGS, INC. |
| |
|
|
| Date: March 10, 2026 |
By: |
/s/ Daniel Widmaier |
| |
|
Daniel Widmaier |
| |
|
Chief Executive Officer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended,
no other person is required to sign these Post-Effective Amendments.
