Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Bolt Projects Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
09769B107 (CUSIP Number) |
Timothy Babich 10 E. 53rd Street,, 13th Floor New York, NY, 10022 2124302214 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/27/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 09769B107 |
| 1 |
Name of reporting person
Golden Arrow Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,162,702.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents 9,162,702 shares of Common Stock, par value $0.0001 per share (Common Stock), of Bolt Projects Holdings, Inc. (the Issuer) and 5,000,000 shares of Common Stock issuable upon exercise of warrants that will be exercisable within 60 days of December 31, 2024, held directly by Golden Arrow Sponsor, LLC (the Sponsor) and indirectly beneficially owned 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.Based on 32,337,550 shares of Common Stock outstanding as of November 13, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 14, 2024 (the Q3 10-Q).
SCHEDULE 13D
|
| CUSIP No. | 09769B107 |
| 1 |
Name of reporting person
Tim
othy Babich | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,162,702.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 9,162,702 shares of Common Stock and 5,000,000 shares of Common Stock issuable upon exercise of warrants that will be exercisable within 60 days of December 31, 2024 held by the Sponsor, which 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.Based on 32,337,550 shares of Common Stock outstanding as of November 13, 2024, as reported by the Issuer in the Q3 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 09769B107 |
| 1 |
Name of reporting person
Jacob Doft | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,162,702.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 9,162,702 shares of Common Stock and 5,000,000 shares of Common Stock issuable upon exercise of warrants that will be exercisable within 60 days of December 31, 2024 held by the Sponsor, which 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.Based on 32,337,550 shares of Common Stock outstanding as of November 13, 2024, as reported by the Issuer in the Q3 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 09769B107 |
| 1 |
Name of reporting person
Andrew Rechtschaffen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,162,702.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 9,162,702 shares of Common Stock and 5,000,000 shares of Common Stock issuable upon exercise of warrants that will be exercisable within 60 days of December 31, 2024 held by the Sponsor, which 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.Based on 32,337,550 shares of Common Stock outstanding as of November 13, 2024, as reported by the Issuer in the Q3 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 09769B107 |
| 1 |
Name of reporting person
Lance Hirt | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,162,702.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 9,162,702 shares of Common Stock and 5,000,000 shares of Common Stock issuable upon exercise of warrants that will be exercisable within 60 days of December 31, 2024 held by the Sponsor, which 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.Based on 32,337,550 shares of Common Stock outstanding as of November 13, 2024, as reported by the Issuer in the Q3 10-Q.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Bolt Projects Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2261 Market Street, Suite 5447, San Francisco,
CALIFORNIA
, 94114. | |
Item 1 Comment:
This Amendment No. 1 (Amendment No. 1) amends the Statement on Schedule 13D filed with the SEC on August 21, 2024 (the Original Statement) and relates to the Common Stock of Bolt Projects Holdings, Inc. (f/k/a Golden Arrow Merger Corp.), a Delaware Corporation. The address of the principal executive office of the Issuer is 2261 Market Street, Suite 5447, San Francisco, CA 94114. Except as otherwise described herein, the information contained in the Original Statement remains in effect. Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings set forth with respect thereto in the Original Statement. | ||
| Item 2. | Identity and Background | |
| (a) | No change. | |
| (b) | No change. | |
| (c) | No change. | |
| (d) | No change. | |
| (e) | No change. | |
| (f) | No change. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No change. | ||
| Item 4. | Purpose of Transaction | |
No change. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Calculation of the percentage of shares of Common Stock beneficially owned is based on 32,337,550 shares of Common Stock outstanding as of the date hereof, as reported by the Issuer in the Q3 10-Q, and taking into account the Common Stock underlying the Warrants beneficially owned by the Reporting Persons, as applicable. The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 1 and are incorporated herein by reference. The Sponsor is the record holder of 9,162,702 shares of Common Stock and 5,000,000 Warrants. The Sponsor 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. Neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |
| (b) | The information in Item 5(a) is incorporated herein by reference. | |
| (c) | None of the Reporting Persons has effected any transaction in securities of the Issuer in the past 60 days, except that (i) on December 27, 2024, Golden Arrow Sponsor LLC sold 221,144 shares of Common Stock on the open market at a weighted average price of $0.5045 per share and the shares were sold in multiple transactions at prices ranging from $0.5 to $ 0.5199, inclusive and (ii) on December 30, 2024, Golden Arrow Sponsor LLC sold 278,856 shares of Common Stock on the open market at a weighted average price of $0.5079 per share and the shares were sold in multiple transactions at prices ranging from $0.5 to $ 0.5543, inclusive. Golden Arrow Sponsor LLC undertakes to provide upon request by the staff of the SEC, the Issuer, or a shareholder of the Issuer, full information regarding the number of shares sold on each day at each separate price. | |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No change. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Joint Filing Agreement, dated as of December 31, 2024, by and among the Reporting Persons (filed herewith). | ||
| 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.
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