Bolt Projects (NASDAQ: BSLK) investors back director slate and share issuances

Rhea-AI Filing Summary

Bolt Projects Holdings, Inc. held its annual stockholder meeting, with 1,199,117 common shares represented, about 58% of shares outstanding as of the July 3, 2025 record date. Three Class I directors were elected to serve until the 2028 annual meeting.

Stockholders also ratified Elliott Davis, PLLC as independent registered public accounting firm for the year ending December 31, 2025. They approved issuing the maximum number of common shares under an agreement with Southern Point Capital, and a separate proposal covering the maximum shares under a planned equity line of credit agreement with Ascent Partners Fund LLC, both for Nasdaq Listing Rule 5635(d) compliance.

An adjournment proposal was approved but ultimately not used, since both share issuance proposals passed, and no other matters were submitted for action.

Insights

Equity & Governance Analyst

Shareholders approved key director, auditor, and share issuance items.

Stockholders of Bolt Projects Holdings, Inc. elected three Class I directors and ratified Elliott Davis, PLLC as auditor for the year ending December 31, 2025. Quorum was established with about 58% of outstanding common shares present or represented.

Two proposals authorize issuing the maximum number of common shares tied to an agreement with Southern Point Capital and a planned equity line of credit with Ascent Partners Fund LLC, for Nasdaq Listing Rule 5635(d) compliance. These approvals establish the governance framework for potential future capital-raising transactions.

Because the Seneca and Ascent issuance proposals were approved, the adjournment proposal—though passed—was not used. Actual impact on the capital structure will depend on how the Southern Point agreement and the Ascent equity line are utilized over time.

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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 29, 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 5.07     Submission of Matters to a Vote of Security Holders.

On August 29, 2025 Bolt Projects Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). A total of 1,199,117 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), were present in person or represented by proxy at the Annual Meeting, representing approximately 58% of the Common Stock outstanding as of the July 3, 2025 record date. Following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on July 18, 2025, as supplemented by the supplements filed with the SEC on August 6, 2025 and August 26, 2025.

Proposal 1 – Election of three Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2028, and until their respective successors have been duly elected and qualified.

			Votes FOR			Votes WITHHELD			BROKER NON-VOTES
Daniel Widmaier			1,003,276			5,833			190,008
David Breslauer			1,003,286			5,823			190,008
Jeri Finard			1,003,603			5,506			190,008

Proposal 2 – Ratification of the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Votes FOR			Votes AGAINST			Votes ABSTAINED			BROKER NON-VOTES
1,194,146			4,581			390			0

Proposal 3 – Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Common Stock issuable by the Company pursuant to an agreement the Company entered into with Southern Point Capital (the “Seneca Issuance Proposal”).

Votes FOR			Votes AGAINST			Votes ABSTAINED			BROKER NON-VOTES
1,000,194			7,865			1,050			190,008

Proposal 4 – Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Common Stock issuable by the Company under an equity line of credit agreement that the Company expects to enter into with Ascent Partners Fund LLC (the “Ascent Issuance Proposal”).

Votes FOR			Votes AGAINST			Votes ABSTAINED			BROKER NON-VOTES
999,866			8,194			1,049			190,008

Proposal 5 – Adjournment of the Annual Meeting if necessary to solicit additional proxies if there are insufficient votes to approve the Seneca Issuance Proposal and/or the Ascent Issuance Proposal.

Votes FOR			Votes AGAINST			Votes ABSTAINED			BROKER NON-VOTES
1,002,251			6,792			66			190,008

Based on the foregoing votes, the three Class I director nominees were elected and Proposals 2, 3, 4 and 5 were approved. Although Proposal 5 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposals 3 and 4.

No other matters were submitted for stockholder action at the Annual Meeting.

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 29, 2025			By:			/s/ Daniel Widmaier
			Name:			Daniel Widmaier
			Title:			Chief Executive Officer

FAQ

What did Bolt Projects Holdings, Inc. stockholders approve at the 2025 annual meeting?

Stockholders elected three Class I directors, ratified Elliott Davis, PLLC as auditor for 2025, and approved two proposals authorizing the maximum number of common shares issuable under a Southern Point Capital agreement and a planned Ascent Partners Fund LLC equity line.

How many Bolt Projects (BSLK) shares were represented at the 2025 annual meeting?

A total of 1,199,117 shares of Bolt Projects common stock were present in person or by proxy, representing approximately 58% of the common stock outstanding as of the July 3, 2025 record date, which was sufficient to establish a valid quorum for voting.

Who were the directors elected at the Bolt Projects 2025 annual meeting?

Stockholders elected three Class I directors: Daniel Widmaier, David Breslauer, and Jeri Finard. Each received over one million votes FOR, with a small number of votes withheld and 190,008 broker non-votes recorded on each director election proposal.

Which auditor did Bolt Projects Holdings, Inc. ratify for the 2025 fiscal year?

Stockholders ratified Elliott Davis, PLLC as the company’s independent registered public accounting firm for the year ending December 31, 2025, with 1,194,146 votes FOR, 4,581 votes AGAINST, 390 votes ABSTAINED, and no broker non-votes recorded on this proposal.

What is the Southern Point Capital share issuance proposal approved by Bolt Projects?

Stockholders approved issuing the maximum number of common shares issuable under an agreement with Southern Point Capital, called the Seneca Issuance Proposal, with 1,000,194 votes FOR, 7,865 AGAINST, 1,050 ABSTAINED, and 190,008 broker non-votes recorded at the annual meeting.

What equity line of credit proposal with Ascent Partners did Bolt Projects approve?

Stockholders approved issuing the maximum number of common shares under an equity line of credit agreement the company expects to enter into with Ascent Partners Fund LLC, called the Ascent Issuance Proposal, receiving 999,866 votes FOR, 8,194 AGAINST, 1,049 ABSTAINED, and 190,008 broker non-votes.

Was the adjournment proposal used at Bolt Projects’ 2025 annual meeting?

Stockholders approved an adjournment proposal to allow extra time to solicit proxies if needed, with 1,002,251 votes FOR. However, the adjournment was not necessary because both the Southern Point and Ascent share issuance proposals were approved at the meeting.