[8-K] Golden Arrow Merger Corp. Warrant Reports Material Event

Rhea-AI Filing Summary

NewAmsterdam Pharma Company N.V. (ticker NAMSW) has filed a Form 144 indicating that affiliate NAP PoolCo B.V. intends to sell up to 1,433,193 ordinary shares through UBS Financial Services on or after 14 July 2025. Based on the filing’s stated market value of $30.9 million, the proposed sale represents roughly 1.3 % of the company’s 112.3 million shares outstanding, potentially expanding the public float.

The notice also discloses that the same seller disposed of 303,197 shares on 16 June 2025 for gross proceeds of $5.9 million. No additional information regarding 10b5-1 plans, pricing discounts or company performance was provided. Form 144 is a standard regulatory requirement for affiliates; however, the magnitude of the sale could create short-term share-price pressure and may signal insider monetisation.

Positive

• Float expansion: Adding ~1.3 % of outstanding shares to the public float may enhance trading liquidity.

Negative

• Sizeable insider sale: Planned disposition of 1.43 M shares valued at $30.9 M could pressure the stock and signal lower insider confidence.
• Continued selling trend: Seller already disposed of 303,197 shares in June 2025, indicating ongoing liquidation.

Insights

Securities Analyst

TL;DR: Insider plans to sell 1.43 M NAMSW shares (~1.3 % O/S) worth $30.9 M; neutral-to-slightly negative sentiment.

The Form 144 filing signals a sizable insider liquidation by NAP PoolCo B.V. While Rule 144 sales are routine, the volume—over one percent of shares outstanding—can weigh on near-term supply/demand dynamics and be interpreted by some investors as reduced insider conviction. That said, the company’s free float will increase, potentially improving liquidity. The prior June sale shows an ongoing divestment pattern but is not large enough to materially impair control. Absent operating data, the filing’s impact hinges on market perception of insider selling rather than fundamentals.

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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): 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)

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 5.02 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.

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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

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FAQ

How many NAMSW shares are insiders planning to sell?

The filing covers up to 1,433,193 ordinary shares to be sold by NAP PoolCo B.V.

What is the market value of the proposed Form 144 sale?

The aggregate market value stated in the filing is approximately $30.9 million.

What percentage of NewAmsterdam Pharma’s shares outstanding does the sale represent?

It represents roughly 1.3 % of the 112,270,677 shares outstanding.

When are the NAMSW shares expected to be sold?

The approximate sale date listed is 14 July 2025.

Who is executing the transaction for the seller?

UBS Financial Services Inc. is the designated broker for the sale on Nasdaq.

Were any NAMSW shares sold recently by the same insider?

Yes, 303,197 shares were sold on 16 June 2025 for $5.9 million in gross proceeds.