0001140361-24-038336.txt : 20240823 0001140361-24-038336.hdr.sgml : 20240823 20240823102350 ACCESSION NUMBER: 0001140361-24-038336 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240823 DATE AS OF CHANGE: 20240823 GROUP MEMBERS: ANDERSON INVESTMENTS PTE. LTD. GROUP MEMBERS: TEMBUSU CAPITAL PTE. LTD. GROUP MEMBERS: THOMSON CAPITAL PTE. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bolt Projects Holdings, Inc. CENTRAL INDEX KEY: 0001841125 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 861256660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92405 FILM NUMBER: 241234121 BUSINESS ADDRESS: STREET 1: 2261 MARKET STREET, SUITE 5447 CITY: SAN FRANCISCO STATE: CA ZIP: 94114 BUSINESS PHONE: 212-430-2214 MAIL ADDRESS: STREET 1: 2261 MARKET STREET, SUITE 5447 CITY: SAN FRANCISCO STATE: CA ZIP: 94114 FORMER COMPANY: FORMER CONFORMED NAME: Golden Arrow Merger Corp. DATE OF NAME CHANGE: 20210119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G 1 ef20034622_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*



Bolt Projects Holdings, Inc.
(Name of Issuer)
 
Common stock, par value $0.0001 per share
(Title of Class of Securities)
 
09769B107
(CUSIP Number)
 
August 13, 2024
(Date of Event which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


Rule 13d-1(b)


Rule 13d-1(c)


Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 09769B107
Page 2 of 9
1
NAMES OF REPORTING PERSONS
 
 
Temasek Holdings (Private) Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,471,861
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,471,861
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,471,861
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.8%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


(1)
Based on 31,660,231 shares of Common Stock (as defined herein) outstanding as of August 13, 2024, as set forth in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2024.


CUSIP No. 09769B107
Page 3 of 9
1
NAMES OF REPORTING PERSONS
 
 
Tembusu Capital Pte. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,471,861
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,471,861
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,471,861
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.8%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


(1)
Based on 31,660,231 shares of Common Stock outstanding as of August 13, 2024, as set forth in the Issuer’s current report on Form 8-K filed with the Commission on August 19, 2024.


CUSIP No. 09769B107
Page 4 of 9
1
NAMES OF REPORTING PERSONS
 
 
Thomson Capital Pte. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,471,861
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,471,861
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,471,861
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.8%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


(1)
Based on 31,660,231 shares of Common Stock outstanding as of August 13, 2024, as set forth in the Issuer’s current report on Form 8-K filed with the Commission on August 19, 2024.


CUSIP No. 09769B107
Page 5 of 9
1
NAMES OF REPORTING PERSONS
 
 
Anderson Investments Pte. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,471,861
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,471,861
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,471,861
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
7.8%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)
Based on 31,660,231 shares of Common Stock outstanding as of August 13, 2024, as set forth in the Issuer’s current report on Form 8-K filed with the Commission on August 19, 2024.


CUSIP No. 09769B107
Page 6 of 9
Item 1(a). Name of Issuer:
 
Bolt Projects Holdings, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:
 
2261 Market Street, Suite 5447, San Francisco, California 94114

Item 2(a). Name of Person Filing:

 (i) Temasek Holdings (Private) Limited (“Temasek”);
 (ii) Tembusu Capital Pte. Ltd. (“Tembusu”);
 (iii) Thomson Capital Pte. Ltd. (“Thomson”); and
 (iv) Anderson Investments Pte. Ltd. (“Anderson” and, together with Temasek, Tembusu and Thomson, the “Reporting Persons”)

Item 2(b). Address of Principal Business Office or, if none, Residence:
 
Each of the Reporting Persons:
 
60B Orchard Road
#06-18
The Atrium@Orchard
Singapore 238891.

Item 2(c). Citizenship:
 
Each of the Reporting Persons: Republic of Singapore

Item 2(d). Title of Class of Securities:
 
Common stock, par value $0.0001 per share (“Common Stock”).

Item 2(e). CUSIP Number:
 
09769B107

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 Not Applicable.

Item 4. Ownership.

 (a) Amount beneficially owned:
 
As of the date hereof, Anderson directly owned in aggregate 2,471,861 shares of Common Stock.
 
Anderson is a wholly-owned subsidiary of Thomson, which in turn is a wholly-owned subsidiary of Tembusu, which in turn is a wholly-owned subsidiary of Temasek. Temasek, Tembusu and Thomson, through the ownership described herein, may be deemed to beneficially own the shares of Common Stock directly owned by Anderson.
 
(b) Percent of class:
 
Temasek, Tembusu, Thomson and Anderson: 7.8%
 
The percentage above is based on 31,660,231 shares of Common Stock outstanding as of August 13, 2024, as set forth in the Issuer’s current report on Form 8-K filed with the Commission on August 19, 2024.
 
(c) Number of shares as to which the person has:
 
With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the shares of Common Stock, please see Item 4(a) above regarding qualifications as to beneficial ownership.


CUSIP No. 09769B107
Page 7 of 9
(i) Sole power to vote or to direct the vote:
 
0.
 
(ii) Shared power to vote or to direct the vote:
 
2,471,861.
 
(iii) Sole power to dispose or to direct the disposition of:
 
0.
 
(iv)  Shared power to dispose or to direct the disposition of:
 
2,471,861.

Item 5. Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not Applicable.

Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.

Item 9. Notice of Dissolution of Group.
 
Not Applicable.

Item 10. Certification.
 
By signing below, each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


CUSIP No. 09769B107
Page 8 of 9
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2024
 
TEMASEK HOLDINGS (PRIVATE) LIMITED
     
 
 
By:
 
/s/ Jason Norman Lee
 
 
 
 
Name
 
:
 
Jason Norman Lee
 
 
 
 
Title
 
:
 
Authorized Signatory
   
Dated: August 23, 2024
 
TEMBUSU CAPITAL PTE. LTD.
     
 
 
By:
 
/s/ Gregory Tan
 
 
 
 
Name
 
:
 
Gregory Tan
 
 
 
 
Title
 
:
 
Director
   
Dated: August 23, 2024
 
THOMSON CAPITAL PTE. LTD.
     
 
 
By:
 
/s/ Poy Weng Chuen
 
 
 
 
Name
 
:
 
Poy Weng Chuen
 
 
 
 
Title
 
:
 
Director
   
Dated: August 23, 2024
 
ANDERSON INVESTMENTS PTE. LTD.
     
 
 
By:
 
/s/ Poy Weng Chuen
 
 
 
 
Name
 
:
 
Poy Weng Chuen
 
 
 
 
Title
 
:
 
Director


CUSIP No. 09769B107
Page 9 of 9
LIST OF EXHIBITS

Exhibit No.
Description
   
Joint Filing Agreement, dated as of August 23, 2024, by and among Temasek, Tembusu, Thomson and Anderson.



EX-99.1 2 ef20034622_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G, dated August 23, 2024 (the “Schedule 13G”), with respect to the Common stock, par value $0.0001 per share, of Bolt Projects Holdings, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13G and each such amendment.
 
Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 23rd day of August, 2024.

Dated: August 23, 2024
 
TEMASEK HOLDINGS (PRIVATE) LIMITED
     
 
 
By:
 
/s/ Jason Norman Lee
 
 
 
 
Name
 
:
 
Jason Norman Lee
 
 
 
 
Title
 
:
 
Authorized Signatory
   
Dated: August 23, 2024
 
TEMBUSU CAPITAL PTE. LTD.
     
 
 
By:
 
/s/ Gregory Tan
 
 
 
 
Name
 
:
 
Gregory Tan
 
 
 
 
Title
 
:
 
Director
   
Dated: August 23, 2024
 
THOMSON CAPITAL PTE. LTD.
     
 
 
By:
 
/s/ Poy Weng Chuen
 
 
 
 
Name
 
:
 
Poy Weng Chuen
 
 
 
 
Title
 
:
 
Director
   
Dated: August 23, 2024
 
ANDERSON INVESTMENTS PTE. LTD.
     
 
 
By:
 
/s/ Poy Weng Chuen
 
 
 
 
Name
 
:
 
Poy Weng Chuen
 
 
 
 
Title
 
:
 
Director