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

Rhea-AI Filing Summary

Bolt Projects Holdings, Inc. entered a securities purchase agreement on August 14, 2025 to sell an aggregate of 913,979 shares of common stock at $4.65 per share or, in lieu of shares, pre-funded warrants sold at $4.6499 each, producing aggregate gross proceeds of approximately $4.25 million before placement agent fees and expenses. The Company expects the transaction to close on August 15, 2025 and intends to use net proceeds for general corporate purposes, including working capital.

The Warrants have an initial exercise price of $0.0001, are exercisable at closing, have no expiration date and may be exercised for cash or on a cashless basis, subject to beneficial ownership caps of 4.99% or 9.99%. The Company agreed to file a registration statement covering resale of the Shares and Warrant Shares within 10 calendar days and to use best efforts to have it declared effective within the specified 45/75-day timing. Rodman & Renshaw LLC is the placement agent and will receive a 7.0% cash fee plus $65,000 for expenses.

Positive

• Committed financing of approximately $4.25 million through the sale of shares and pre-funded warrants
• Registration rights obligate the company to file within 10 days and pursue effectiveness on an expedited timeline
• Proceeds earmarked for general corporate purposes including working capital, supporting near-term operations

Negative

• Pre-funded warrants carry an initial exercise price of $0.0001 and no expiration, creating material dilution potential upon exercise
• Placement agent compensation equal to 7.0% of gross proceeds plus $65,000 will reduce net proceeds available to the Company
• Transaction conducted in reliance on exemptions (Section 4(a)(2)/Regulation D), so the securities are unregistered until the company’s registration statement is declared effective

Insights

Securities Analyst

TL;DR: Company secured ~ $4.25M in committed financing via shares and pre-funded warrants; standard registration rights and placement fees apply.

The transaction raises approximately $4.25 million through the sale of 913,979 common shares at $4.65 or pre-funded warrants at $4.6499. Registration rights require a filing within 10 days and effectiveness targets of 45/75 days, which helps restore resale liquidity for investors. Rodman & Renshaw will be paid a 7.0% fee plus $65,000 in expenses, reducing net proceeds. Overall this is a routine capital raise that provides near-term liquidity while imposing customary costs and resale conditions.

Corporate Finance Expert

TL;DR: Terms include pre-funded warrants with a nominal exercise price and no expiration, which creates significant potential for dilution if exercised.

The Warrants’ $0.0001 initial exercise price and lack of an expiration date are explicitly stated. Such near-zero strike, perpetual warrants are effectively exercisable into Common Stock at minimal additional cash, which, if exercised, would dilute existing shareholders unless constrained by the stated beneficial ownership caps (4.99%/9.99%). The financing structure and the placement agent’s 7.0% fee plus $65,000 expense payment are material terms disclosed in the purchase agreement.

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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): August 14, 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 1.01    Entry into a Material Definitive Agreement.

On August 14, 2025, Bolt Projects Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”) pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 913,979 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) for $4.65 per share or, in lieu of Shares, pre-funded warrants (the “Warrants”) to purchase shares (the “Warrant Shares”) of the Common Stock (the “Transaction”). Each Warrant will be sold at a price of $4.6499 per Warrant and will have an initial exercise price of $0.0001 per Warrant, subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting the Common Stock. The exercise price for the Warrants can be paid in cash or on a cashless basis, and the Warrants have no expiration date. The Warrants will be exercisable beginning on the Closing (as defined below), subject to a restriction preventing any Investors from beneficially owning more than 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon the exercise of the Warrant. The aggregate gross proceeds to the Company of the Transaction, which is expected to close on August 15, 2025 (the “Closing”), will be approximately $4.25 million, prior to deducting placement agent fees and other offering expenses payable by the Company.

The Company intends to use the net proceeds from the Transaction for general corporate purposes, including working capital.

Under the terms of the Purchase Agreement, the Company entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement covering the resale of the Shares and Warrant Shares within ten (10) calendar days after the date of the Purchase Agreement (the “Filing Deadline”) and to use reasonable best efforts to cause the registration statement to be declared effective (A) in the event that the SEC does not review the registration statement, forty-five (45) days after the date of the Purchase Agreement, or (ii) in the event that the SEC reviews the registration statement, seventy-five (75) days after the date of the Purchase Agreement (but in any event, no later than fifth (5) trading days following the SEC indicating that it will not review the registration statement or has no further comments on the registration statement).

Rodman & Renshaw LLC (the “Placement Agent”) is acting as the Company’s exclusive placement agent in connection with the Transaction, pursuant to that certain engagement letter, dated as of August 13, 2025, between the Company and the Placement Agent. Pursuant to the Engagement Letter, the Company has agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds of the Transaction and $65,000 for non-accountable expenses and for fees and expenses of the Placement Agent’s legal counsel.

The Purchase Agreement and form of Warrant described above include customary representations, warranties and covenants by the Company and the Investors, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Item 3.02    Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. The Transaction is being conducted in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. Any issuance of Warrant Shares upon exercise of the Warrants pursuant to a cashless exercise will be made pursuant to Section 3(a)(9) of Securities Act. Any other issuance of Warrant Shares upon exercise of the Warrants will be made pursuant to Section 4(a)(2) of the Securities Act.

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

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FAQ

What did Bolt Projects Holdings (BSLK) announce in this 8-K?

The Company agreed to sell 913,979 shares of common stock at $4.65 per share or, in lieu, pre-funded warrants at $4.6499 each, for aggregate gross proceeds of approximately $4.25 million.

What are the key terms of the warrants in the Bolt Projects financing?

Each warrant has an initial exercise price of $0.0001, no expiration date, is exercisable at closing, and may be exercised in cash or on a cashless basis, subject to beneficial ownership caps of 4.99% or 9.99%.

When will the Bolt Projects transaction close and how will proceeds be used?

The Company expects the transaction to close on August 15, 2025, and intends to use net proceeds for general corporate purposes, including working capital.

What registration and resale protections were agreed for the shares and warrants?

Bolt Projects agreed to file a registration statement covering resale of the Shares and Warrant Shares within 10 calendar days and to use reasonable best efforts to have it declared effective within the specified 45 or 75-day timing conditions.

Who is the placement agent and what fees will they receive?

Rodman & Renshaw LLC is the exclusive placement agent and will receive a 7.0% cash fee of the aggregate gross proceeds plus $65,000 for non-accountable expenses and legal fees.