Auditor quits Bolt Projects (OTC: BSLK) after going concern doubts

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bolt Projects Holdings, Inc. reported that its independent registered public accounting firm, Elliott Davis, PLLC, resigned from its engagement effective February 27, 2026. Elliott Davis had audited the company’s financial statements for the years ended December 31, 2024 and 2023.

The auditor’s reports contained an explanatory paragraph expressing substantial doubt about Bolt Projects’ ability to continue as a going concern, but did not include adverse opinions, disclaimers, or qualifications on scope or accounting principles. The company states there were no disagreements with Elliott Davis on accounting, disclosure, or audit procedures during the past two fiscal years and subsequent interim period.

The company also notes there were no “reportable events” other than previously disclosed material weaknesses in internal control over financial reporting described in its Form 10-K for the year ended December 31, 2024. Bolt Projects has requested, and filed as an exhibit, a letter from Elliott Davis addressed to the SEC regarding these disclosures.

Positive

None.

Negative

Elliott Davis, PLLC resigned as Bolt Projects’ independent auditor effective February 27, 2026 after issuing prior reports that expressed substantial doubt about the company’s ability to continue as a going concern, alongside previously disclosed material weaknesses in internal control over financial reporting.

Insights

Auditor resignation and going concern language highlight elevated risk for Bolt Projects.

The company reports that Elliott Davis, PLLC resigned as its independent registered public accounting firm effective February 27, 2026. Elliott Davis had audited the 2024 and 2023 financial statements and included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern.

The disclosure states there were no disagreements on accounting principles, financial disclosure, or audit scope, and no reportable events beyond previously disclosed material weaknesses in internal controls in the December 31, 2024 Form 10-K. Even without disagreements, the combination of going concern doubt, internal control weaknesses, and an auditor resignation can signal heightened operational and financial uncertainty.

The company has filed an exhibit containing Elliott Davis’s letter to the SEC, dated February 27, 2026, confirming its position on these disclosures. Subsequent reports and any future auditor appointment disclosures will provide more clarity on how Bolt Projects addresses its going concern issues and control weaknesses.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/27/2026 - 04:21 PM

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): February 25, 2026

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

OTC Pink

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

BSLKW

OTC Pink

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 4.01 Changes in Registrant’s Certifying Accountant.

On February 25, 2026, the Board of Directors of Bolt Project Holdings, Inc. (the “Company”) received formal notice from its independent registered public accounting firm, Elliott Davis, PLLC (“Elliott Davis”), that Elliot Davis had made the decision to resign from its engagement with the Company effective February 27, 2026.

Elliott Davis audited the Company’s consolidated balance sheets as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended, and the related notes thereto (collectively, the “financial statements”). The report of Elliott Davis did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles, except that such audit report contained an explanatory paragraph in which Elliott Davis expressed substantial doubt as to the Company's ability to continue as a going concern.

During the past two fiscal years and subsequent interim period through the date of resignation, there were no disagreements between the Company and Elliott Davis on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Elliott Davis, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company's financial statements for such period.

During the past two fiscal years and subsequent interim periods through the date of this resignation, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended), except for the material weaknesses disclosed under the heading “Item 9A. Controls and Procedures—Evaluation of Controls and Procedures” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 18, 2025.

The Company has provided Elliott Davis with a copy of the foregoing disclosures and has requested that Elliott Davis furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Elliott Davis' letter, dated February 27, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.						Description
16.1						Letter to SEC from Elliott Davis, PLLC dated February 27, 2026.
104						Cover Page Interactive Data File - the cover page XBRL tags are 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: February 27, 2026	By:	/s/ Daniel Widmaier
	Name:	Daniel Widmaier
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Bolt Projects Holdings, Inc. (BSLK) announce about its auditor?

Bolt Projects Holdings, Inc. disclosed that Elliott Davis, PLLC resigned as its independent registered public accounting firm effective February 27, 2026. Elliott Davis had audited the 2023 and 2024 financial statements, including the balance sheets, operations, cash flows, and related notes.

Why is the Elliott Davis resignation significant for Bolt Projects (BSLK)?

The resignation follows audit reports that expressed substantial doubt about Bolt Projects’ ability to continue as a going concern. Coupled with previously disclosed material weaknesses in internal controls, this raises questions about the company’s financial stability and reporting processes.

Did Elliott Davis report disagreements with Bolt Projects (BSLK)?

The company states there were no disagreements with Elliott Davis on accounting principles, financial disclosure, or audit scope during the past two fiscal years and interim period. This suggests the resignation was not attributed to conflicts over reported financial information.

What going concern language did Elliott Davis include for Bolt Projects (BSLK)?

Elliott Davis’ reports on Bolt Projects’ 2023 and 2024 financial statements contained an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern. This means the auditor questioned whether the business can meet obligations over the foreseeable future.

What internal control issues has Bolt Projects (BSLK) disclosed?

Bolt Projects refers to material weaknesses in internal control over financial reporting disclosed in its Form 10-K for the year ended December 31, 2024. These weaknesses can affect the reliability and timeliness of the company’s reported financial results.

What document did Bolt Projects (BSLK) file from Elliott Davis with the SEC?

The company filed a letter from Elliott Davis, PLLC, dated February 27, 2026, as Exhibit 16.1. The letter is addressed to the SEC and responds to Bolt Projects’ description of the auditor’s resignation and related matters in the current report.

Filing Exhibits & Attachments

5 documents