| | Business Combination
On August 13, 2024 (the "Closing Date"), pursuant to a business combination agreement, dated as of October 4, 2023 (the "Business Combination Agreement"), by and among the Issuer (formerly known as Golden Arrow Merger Corp.), Beam Merger Sub, Inc., a direct wholly owned subsidiary of the Issuer ("Merger Sub"), and Bolt Threads, Inc. ("Legacy Bolt"), Merger Sub merged with and into Legacy Bolt (the "Merger" and, together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"), with Legacy Bolt surviving the Merger as a wholly owned subsidiary of the Issuer. The Issuer was renamed on the Closing Date to "Bolt Projects Holdings, Inc."
As a result of the Business Combination, at the Closing Date, among other transactions, (i) each share of common stock of Legacy Bolt automatically converted into the right to receive shares of Common Stock based on an exchange ratio as described in the Business Combination Agreement, and (ii) each option to purchase common stock of Legacy Bolt, whether or not exercisable and whether or not vested, automatically converted into an option to purchase a number of shares of Common Stock in the manner set forth in the Business Combination Agreement.
Registration Rights Agreement
On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, certain stockholders of Golden Arrow Merger Corp. and certain securityholders of Legacy Bolt, including the Reporting Person, (collectively, the "Holders" and each, a "Holder") entered into an amended and restated registration rights and lock-up agreement (the "Registration Rights Agreement").
Pursuant to the terms of the Registration Rights Agreement, the Issuer was obligated to file a registration statement to register the resale of certain securities of the Issuer held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $25 million. The Registration Rights Agreement also provides the Holders with "piggy-back" registration rights, subject to certain requirements and customary conditions. The Registration Rights Agreement further provided that the shares of Common Stock held by the Holders, including those beneficially owned by the Reporting Person, were to be locked-up for a period of six months following the Closing Date, subject to certain exceptions.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
General
The Reporting Person intends to review his investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Person may, subject to applicable laws, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person, including in his position as Chief Technology Officer, Chief Product Officer, and a director of the Issuer, may engage in discussions with management, the Issuer's board of directors, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Issuer's board of directors.
To facilitate his consideration of such matters, the Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Person will likely take some or all of the foregoing steps at preliminary stages in his consideration of various possible courses of action before forming any intention to pursue any particular plan or direction.
Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change his purpose or formulate different plans or proposals with respect thereto at any time.
|
| (a) | The Reporting Person is the beneficial owner of 115,214 shares of Common Stock, which consists of (i) 4,854 shares of Common Stock held directly, (ii) 39,167 shares of Common Stock held by the David N. Breslauer Family Trust, (iii) 68,739 shares of Common Stock that are issuable upon exercise of options exercisable as of or within 60 days of the date hereof and (iv) 2,454 shares of Common Stock underlying restricted stock units vesting or vested and subject to deferred settlement within 60 days of the date hereof.
The Reporting Person's beneficial ownership represents approximately 5.4% of the Issuer's outstanding shares of Common Stock, as calculated pursuant to Rule 13d-3 of the Act.
The ownership information presented herein represents beneficial ownership of Common Stock as of the date hereof, based on 2,061,779 shares of Common Stock outstanding as of July 11, 2025, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on July 18, 2025. All share amounts presented herein reflect a 1-for-20 reverse stock split effected by the Issuer on April 21, 2025.
|
| | Item 4 above summarizes certain provisions of the Registration Rights Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
|
