[D] Golden Arrow Merger Corp. Warrant SEC Filing

Rhea-AI Filing Summary

Bolt Projects Holdings, Inc. filed a Form D reporting a completed Regulation D, Rule 506(b) equity offering of warrants and related securities. The filing shows a total offering size of $4,250,000, with the entire amount sold and $0 remaining. The issuer lists San Francisco as its principal place of business and indicates organization in Delaware in 2020. The notice records 6 total investors, sales commissions of $362,501, and states that $0 of gross proceeds were used to pay named executive officers, directors or promoters. The issuer indicates the minimum outside investment accepted was $0 and that the offering was not in connection with a business combination.

Positive

• Full subscription: The entire offering amount of $4,250,000 was sold, leaving $0 remaining
• No proceeds paid to named insiders: The filing reports $0 used to pay executive officers, directors or promoters

Negative

• High sales commissions: Reported sales commissions of $362,501 represent a meaningful charge against gross proceeds (~8.5%)
• Limited investor base: Only 6 investors are listed, indicating a concentrated investor pool

Insights

Securities Analyst

TL;DR: Completed $4.25M Rule 506(b) equity/warrant offering sold to six investors; meaningful underwriting costs reported.

The filing documents a finished private placement under Rule 506(b) totaling $4,250,000, fully sold. Sales commissions of $362,501 are disclosed, reducing net proceeds to the issuer. The offering included equity and options/warrants and was not tied to a business combination. Six investors are reported, and the issuer states no proceeds were paid to listed officers or directors. The document supplies basic transaction and contact details but does not disclose detailed use-of-proceeds allocations or investor types.

Corporate Governance Expert

TL;DR: Governance disclosures are standard for a Form D; executives and directors are named and no related-party proceeds reported.

The Form D names multiple executive officers and directors and affirms that $0 of offering proceeds were allocated to those listed individuals. Contact and address information is provided consistently for named persons. The notice does not provide further governance detail such as board composition changes, related-party transactions beyond the named roles, or explicit investor qualifications, limiting assessment of governance impact.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001841125

Golden Arrow Merger Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Bolt Projects Holdings, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Bolt Projects Holdings, Inc.
Street Address 1		Street Address 2
2261 MARKET STREET		SUITE 5447
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SAN FRANCISCO	CALIFORNIA	94114	(415) 325-5912

3. Related Persons

Last Name	First Name	Middle Name
Widmaier	Daniel
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Breslauer	David
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fiddler	Jerry
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Finard	Jeri
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Naffakh	Sami
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Carpio	Ransley
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Battist	Christine
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lucree	Lorne
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Zauder	Gail
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nardi	Cintia
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Slattery	Paul
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Befumo	Randy
Street Address 1	Street Address 2
2261 MARKET STREET	SUITE 5447
City	State/Province/Country	ZIP/PostalCode
SAN FRANCISCO	CALIFORNIA	94114

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-14				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Rodman & Renshaw LLC	000281264
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
600 Lexington Avenue	32nd Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$4,250,000	USD	or Indefinite
Total Amount Sold	$4,250,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

6

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$362,501	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Bolt Projects Holdings, Inc.	/s/ Paul Slattery	Paul Slattery	General Counsel	2025-08-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Bolt Projects Holdings (GAMCW) raise in this Form D offering?

The filing reports a total offering amount of $4,250,000, and the entire amount was sold.

Was this offering for a business combination or SPAC merger?

No. The issuer indicated the offering was not being made in connection with a business combination transaction.

How many investors participated and what minimum investment was required?

The filing shows 6 total investors and lists the minimum investment accepted from any outside investor as $0.

What exemption was claimed for the offering?

The issuer claimed an exemption under Regulation D, Rule 506(b).

How much was paid in sales commissions or finders' fees?

Sales commissions are reported at $362,501; finders' fees are reported as $0.