[424B3] Golden Arrow Merger Corp. Warrant Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

Bolt Projects Holdings, Inc. filed Prospectus Supplement No. 3 on July 15, 2025 to update its March 27, 2025 prospectus. The supplement incorporates the Company’s Current Report on Form 8-K dated July 11, 2025.

Key disclosure – Item 5.02: the Board appointed two new directors, effective July 11, 2025. Lorne Lucree joins as a Class II director with a term expiring at the 2026 annual meeting, while Gail Zauder joins as a Class III director with a term expiring at the 2027 annual meeting. Both directors will participate in the Company’s Non-Employee Director Compensation Program (cash and equity) and will sign the standard indemnification agreement previously filed with the SEC.

No additional financial data, transactions, or risk-factor updates are included. The Company’s securities – common stock (BSLK) and warrants (BSLKW) – remain listed on Nasdaq. The filing is primarily administrative, enhancing corporate governance without altering the current capital structure or financial outlook.

Positive

• Board strengthened: Appointment of Lorne Lucree and Gail Zauder adds experience and fulfills staggered-board requirements, potentially improving corporate governance.

Negative

• None.

Insights

Corporate Governance Specialist

TL;DR Minor governance update: two board seats filled, limited direct financial impact, marginally positive for oversight.

The appointment of Lorne Lucree and Gail Zauder closes board vacancies and aligns director class terms with the Company’s staggered-board structure. While additional perspectives can improve strategic oversight and satisfy Nasdaq governance expectations, the filing contains no financial data, operational guidance, or transaction details. Accordingly, market impact should be neutral; however, investors often view board refreshment as a modest signal of strengthened governance, especially for early-stage, emerging-growth issuers.

Securities Analyst

TL;DR Board refresh only; no change to valuation drivers or near-term cash flows.

From an equity-valuation standpoint, the disclosure is routine. Neither revenue outlook nor cost structure is affected. The new directors’ compensation will be immaterial relative to Bolt Projects’ expense base. Unless these individuals catalyze future strategic shifts, today’s news is unlikely to move the stock. I classify the filing as informational, not impactful.

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-284964

 

Prospectus Supplement No. 3

(To Prospectus dated March 27, 2025)

 

BOLT PROJECTS HOLDINGS, INC.

 

 

This prospectus supplement updates, amends and supplements the prospectus dated March 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-284964). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

 

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on July 14, 2025, which is set forth below.

 

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

 

INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 7 OF THE PROSPECTUS.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is July 15, 2025

 

 

 

 

 

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): July 11, 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)

 

N/A

(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 11, 2025, the Board of Directors (the “Board”) of Bolt Projects Holdings, Inc. (the “Company”) appointed Lorne Lucree and Gail Zauder to the Board to serve as Class II and Class III directors, respectively, effective as of that date. Mr. Lucree will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2026, and Ms. Zauder will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2027, in each case, until their respective successor is duly elected and qualified or until their earlier death, resignation, disqualification or removal.

 

In connection with Mr. Lucree’s and Ms. Zauder’s appointment to the Board, each became eligible to participate in, and receive cash and equity compensation pursuant to the terms and conditions of, the Company’s Non-Employee Director Compensation Program filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). The material terms of the Company’s Non-Employee Director Compensation Program are described in the Form 10-K under Part III, Item 11. “Executive Compensation — Narrative to Summary Compensation Table — Executive Compensation Arrangements — Director Compensation Program” and are incorporated by reference herein.

 

Each of Mr. Lucree and Ms. Zauder is expected to enter into the Company’s standard form indemnification agreement in the form filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No. 333-276849) filed with the Securities and Exchange Commission on July 10, 2024.

 

1

 

 

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: July 14, 2025	By:	/s/ Daniel Widmaier
 	Name:	Daniel Widmaier
 	Title:	Chief Executive Officer

 

 

2

 

FAQ

What did Bolt Projects Holdings (BSLK) announce on July 11, 2025?

The Company appointed Lorne Lucree as a Class II director and Gail Zauder as a Class III director effective July 11, 2025.

How long are the new directors’ terms at Bolt Projects?

Mr. Lucree’s term runs until the 2026 annual meeting; Ms. Zauder’s term runs until the 2027 annual meeting, or until successors are elected.

Will the new directors receive compensation?

Yes. Both will receive cash and equity under the Company’s Non-Employee Director Compensation Program.

Are there any financial results or transaction details in this prospectus supplement?

No. The filing focuses solely on board appointments and incorporates the related Form 8-K.

Is Bolt Projects Holdings still classified as an emerging growth company?

Yes. The filing confirms the Company’s emerging growth company status under SEC rules.

Which securities of Bolt Projects are listed on Nasdaq?

Common stock (ticker BSLK) and warrants (ticker BSLKW) are registered on The Nasdaq Stock Market LLC.