FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bolt Projects Holdings, Inc. [ BSLK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/15/2024 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 03/16/2023 | C(1) | 7,047,500 | A | (1) | 7,047,500 | D(2) | |||
Common Stock | 08/13/2024 | A(3) | 2,615,202 | A | (3) | 9,662,702 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 03/16/2023 | C(1) | 7,047,500 | (1) | (1) | Class A Common Stock | 7,047,500 | (1) | 0 | D(2) | ||||
Warrants | $11.5 | 08/13/2024 | J(4) | 5,000,000 | (4) | (4) | Common Stock | 5,000,000 | $0(4) | 5,000,000 | D(2) |
Explanation of Responses: |
1. On March 16, 2023, the Reporting Person voluntarily converted its 7,047,500 shares of Class B common stock of Golden Arrow Merger Corp. ("GAMC") into 7,047,500 shares of Class A common stock of GAMC. Pursuant to the Business Combination Agreement (defined below) each share of Class A common stock of GAMC was automatically converted into a share of common stock of Bolt Projects Holdings, Inc. (the "Issuer"). |
2. The securities are held directly by the Reporting Person. The Reporting Person is controlled by Timothy Babich, Jacob Doft, Lance Hirt and Andrew Rechtschaffen. Accordingly, Messrs. Babich, Doft, Hirt and Rechtschaffen share voting and dispositive power over these securities held by the Reporting Person and may be deemed to beneficially own such shares. Each of Messrs. Babich, Doft, Hirt and Rechtschaffen disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
3. Represents 2,615,202 shares of common stock of Bolt Projects Holdings, Inc. (the "Issuer") received upon the conversion of convertible promissory notes issued by Bolt Threads, Inc. ("Bolt Threads"), a Delaware corporation, immediately prior to the closing of the business combination (the "Closing") by and among GAMC, Beam Merger Sub, Inc. ("Merger Sub"), a Delaware corporation, and Bolt Threads, pursuant to a business combination agreement entered into on October 4, 2023 (as amended, the "Business Combination Agreement"). At the Closing, Merger Sub merged with and into Bolt Threads, with Bolt Threads surviving the merger and becoming a wholly-owned direct subsidiary of GAMC, and the Issuer was renamed to Bolt Projects Holdings, Inc. |
4. This Form 4/A is being filed to include the amount of private placement warrants beneficially owned by the Sponsor, which was inadvertently omitted in the original Form 4 filed on August 15, 2024. These warrants will become exercisable 30 days after the Closing and expire five years after the Closing, as described in the Registration Statement. |
/s/ Tricia Branker, Attorney-in-Fact | 08/21/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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. |