SC 13G

NAMES OF REPORTING PERSONS

Top Tier Venture Capital VII Holdings

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California

0001193125-24-205982.txt : 20240823 0001193125-24-205982.hdr.sgml : 20240823 20240823130856 ACCESSION NUMBER: 0001193125-24-205982 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240823 DATE AS OF CHANGE: 20240823 GROUP MEMBERS: DAVID YORK GROUP MEMBERS: ERIC FITZGERALD GROUP MEMBERS: GARTH TIMOLL, SR. GROUP MEMBERS: JESSICA ARCHIBALD GROUP MEMBERS: TOP TIER CAPITAL PARTNERS, LLC GROUP MEMBERS: TOP TIER FEEDER MANAGEMENT, LLC GROUP MEMBERS: TOP TIER VENTURE CAPITAL VII HOLDINGS GROUP MEMBERS: TOP TIER VENTURE CAPITAL VII MANAGEMENT, LLC GROUP MEMBERS: TOP TIER VENTURE VELOCITY MANAGEMENT, LLC GROUP MEMBERS: TTBSP, L.P. - OPPORTUNITY SERIES GROUP MEMBERS: TTCP CO-INVEST OVERAGE FUND IX MANAGEMENT, LLC GROUP MEMBERS: TTCP CO-INVEST OVERAGE FUND IX, L.P. 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: 241235209 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: Top Tier Venture Velocity Fund, L.P. CENTRAL INDEX KEY: 0001602317 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET, SUITE 480 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415 835 7500 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET, SUITE 480 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 d688423dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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		13G		Page 2 of 19 Pages

¹	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 3 of 19 Pages

²	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 4 of 19 Pages

³	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 5 of 19 Pages

⁴	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 6 of 19 Pages

⁵	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 7 of 19 Pages

⁶	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 8 of 19 Pages

⁷	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 9 of 19 Pages

⁸	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 10 of 19 Pages

⁹	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 11 of 19 Pages

¹⁰	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 12 of 19 Pages

¹¹	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 13 of 19 Pages

¹²	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 14 of 19 Pages

¹³	Based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.


CUSIP No. 09769B107		13G		Page 15 of 19 Pages

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, CA, 94114

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)	Top Tier Venture Capital VII Holdings

(ii)	Top Tier Venture Velocity Fund, L.P.

(iii)

TTBSP, L.P. Opportunity Series

(iv)	TTCP Co-Invest Overage Fund IX, L.P.

(v)	Top Tier Capital Partners, LLC

(vi)	Top Tier Venture Capital VII Management, LLC

(vii)

Top Tier Venture Velocity Management, LLC

(viii)

Top Tier Feeder Management, LLC

(ix)	TTCP Co-Invest Overage Fund IX Management, LLC

(x)	Jessica Archibald

(xi)	Eric Fitzgerald

(xii)

Garth Timoll, Sr.

(xiii)

David York

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons is 600 Montgomery Street, Suite 480, San Francisco, CA 94111


CUSIP No. 09769B107		13G		Page 16 of 19 Pages

Item 2(c).

Citizenship:

Each of Top Tier Venture Velocity Fund, L.P., TTBSP, L.P. Opportunity Series, TTCP Co-Invest Overage Fund IX, L.P., Top Tier Capital Partners, LLC, Top Tier Venture Capital VII Management, LLC, Top Tier Venture Velocity Management, LLC, Top Tier Feeder Management, LLC and TTCP Co-Invest Overage Fund IX Management, LLC are Delaware entities, Top Tier Venture Capital VII Holdings is a California entity and each of Jessica Archibald, Eric Fitzgerald, Garth Timoll, Sr. and David York are citizens of the United States.

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:


(a)		☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)		☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)		☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)		☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)		☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)		☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)		☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)		☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)		☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)		☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)		☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:_______________

Not Applicable.


CUSIP No. 09769B107		13G		Page 17 of 19 Pages

Item 4.

Ownership.

(a) Amount beneficially owned: Top Tier Venture Capital VII Holdings (“Fund A”) directly beneficially owns 1,329,777 Shares. Top Tier Venture Capital VII Management, LLC is the general partner of Fund A and, as a result, may be deemed to beneficially own Shares owned by such Fund. Top Tier Venture Velocity Fund, L.P. (“Fund B”) directly beneficially owns 871,394 Shares. Top Tier Venture Velocity Management, LLC is the general partner of such Fund and, as a result, may be deemed to beneficially own Shares owned by such Fund. TTBSP, L.P. – Opportunity Series (“Fund C”) directly beneficially owns 144,167 Shares. Top Tier Feeder Management, LLC is the general partner of such Fund and, as a result, may be deemed to beneficially own Shares owned by such Fund. TTCP Co-Invest Overage Fund IX, L.P. (“Fund D”, and together with Fund A, Fund B and Fund C, each a “Fund” and together the “Funds”) directly beneficially owns 144,167 Shares. TTCP Co-Invest Overage Fund IX Management, LLC is the general partner of such Fund and, as a result, may be deemed to beneficially own Shares owned by such Fund.

Top Tier Capital Partners, LLC is the investment manager of the Funds and, as a result, may be deemed to beneficially own Shares owned by each Fund. Jessica Archibald, Eric Fitzgerald, Garth Timoll, Sr. and David York are the managers of each Fund and, as a result, may be deemed to beneficially own shares owned by each Fund.

(b) Percent of class:

Fund A directly beneficially owns 4.2%, based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024. Fund B directly beneficially owns 2.8%, based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024. Fund C directly beneficially owns 0.5%, based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024. Fund D directly beneficially owns 0.5%, based on 31,660,231 shares of Common Stock of the Issuer outstanding as of August 13, 2024, as reported on the Issuer’s Form 8-K filed August 19, 2024.

(i) Sole power to vote or to direct the vote:

Not applicable

(ii) Shared power to vote or to direct the vote:

Fund A, and the general partner of Fund A, may be deemed to have shared power to vote 1,329,777 shares. Fund B, and the general partner of Fund B, may be deemed to have shared power to vote 871,394 shares. Fund C, and the general partner of Fund C, may be deemed to have shared power to vote 144,167 shares. Fund D, and the general partner of Fund D, may be deemed to have shared power to vote 144,167 shares. Top Tier Capital Partners, LLC and Jessica Archibald, Eric Fitzgerald, Garth Timoll, Sr. and David York may be deemed to have shared power to vote the shares held by the Funds.

(iii) Sole power to dispose or to direct the disposition of:

Not applicable


CUSIP No. 09769B107		13G		Page 18 of 19 Pages

(iv) Shared power to dispose or to direct the disposition of:

Fund A, and the general partner of Fund A, may be deemed to have shared power to dispose 1,329,777 shares. Fund B, and the general partner of Fund B, may be deemed to have shared power to dispose 871,394 shares. Fund C, and the general partner of Fund C, may be deemed to have shared power to dispose 144,167 shares. Fund D, and the general partner of Fund D, may be deemed to have shared power to dispose 144,167 shares. Top Tier Capital Partners, LLC and Jessica Archibald, Eric Fitzgerald, Garth Timoll, Sr. and David York may be deemed to have shared power to dispose the shares held by the Funds.

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 five percent of the class of securities, check the following ☐.

Not Applicable.

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 or Control Person.

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.

Certifications.

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		13G		Page 19 of 19 Pages

SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: August 23, 2024

By:		/s/ Garth Timoll, Sr.
		Name: Garth Timoll, Sr. as an Authorized Signatory each of Top Tier Venture Capital VII Holdings, Top Tier Venture Velocity Fund, L.P., TTBSP, L.P.-Opportunity Series, TTCP Co-Invest Overage Fund IX, L.P., Top Tier Capital Partners, LLC, Top Tier Venture Capital VII Management, LLC, Top Tier Venture Velocity Management, LLC, Top Tier Feeder Management, LLC and TTCP Co-Invest Overage Fund IX Management, LLC. Top Tier Capital Partners, LLC is the Manager for Top Tier Venture Capital VII Management, LLC, which is the General Partner of Top Tier Venture Capital VII, L.P., which is the Authorized Partner of Top Tier Venture Capital VII Holdings. Top Tier Capital Partners, LLC is the Manager of Top Tier Venture Velocity Management, LLC, which is the General Partner of Top Tier Venture Velocity Fund, L.P. Top Tier Capital Partners, LLC is the Manager of Top Tier Feeder Management, LLC, which is the General Partner of TTBSP, L.P. Opportunity Series. Top Tier Capital Partners, LLC is the Manager of TTCP Co-Invest Overage Fund IX Management, LLC, which is the General Partner of TTCP Co-Invest Overage Fund IX, L.P.

By:		/s/ Garth Timoll, Sr

By:		/s/ Jessica Archibald

By:		/s/ Eric Fitzgerald

By:		/s/ David York

SCHEDULE 13G

CUSIP No. 09769B107

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Joint Filing Agreement, dated as of August 23,2024, by and among Top Tier Venture Capital VII Holdings, Top Tier Venture Velocity Fund, L.P., TTBSP, L.P. Opportunity Series, TTCP Co-Invest Overage Fund IX, L.P., Top Tier Capital Partners, LLC, Top Tier Venture Capital VII Management, LLC, Top Tier Venture Velocity Management, LLC, Top Tier Feeder Management, LLC and TTCP Co-Invest Overage Fund IX Management, LLC , Jessica Archibald, Eric Fitzgerald, Garth Timoll, Sr. and David York.

EX-99.1 2 d688423dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree, as of August 23, 2024, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Bolt Projects Holdings, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.


By:		/s/ Garth Timoll, Sr
		Name: Garth Timoll, Sr. as an Authorized Signatory each of Top Tier Venture Capital VII Holdings, Top Tier Venture Velocity Fund, L.P., TTBSP, L.P.-Opportunity Series, TTCP Co-Invest Overage Fund IX, L.P., Top Tier Capital Partners, LLC, Top Tier Venture Capital VII Management, LLC, Top Tier Venture Velocity Management, LLC, Top Tier Feeder Management, LLC and TTCP Co-Invest Overage Fund IX Management, LLC.

		Top Tier Capital Partners, LLC is the Manager for Top Tier Venture Capital VII Management, LLC, which is the General Partner of Top Tier Venture Capital VII, L.P., which is the Authorized Partner of Top Tier Venture Capital VII Holdings. Top Tier Capital Partners, LLC is the Manager of Top Tier Venture Velocity Management, LLC, which is the General Partner of Top Tier Venture Velocity Fund, L.P. Top Tier Capital Partners, LLC is the Manager of Top Tier Feeder Management, LLC, which is the General Partner of TTBSP, L.P.-Opportunity Series. Top Tier Capital Partners, LLC is the Manager of TTCP Co-Invest Overage Fund IX Management, LLC, which is the General Partner of TTCP Co-Invest Overage Fund IX, L.P.

		/s/ Garth Timoll, Sr
By:		Garth Timoll, Sr.

		/s/ Jessica Archibald
By:		Jessica Archibald

		/s/ Eric Fitzgerald
By:		Eric Fitzgerald


		/s/ David York
By:		David York


Date:				August 23, 2024