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SCHEDULE 13D/A 0001213900-24-071584 0001852275 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 02/14/2025 false 0001841125 09769B107 Bolt Projects Holdings, Inc. 2261 Market Street, Suite 5447 San Francisco CA 94114 Timothy Babich 2124302214 10 E. 53rd Street, 13th Floor New York NY 10022 0001852275 N Golden Arrow Sponsor, LLC OO N DE 0.00 13461606.00 0.00 13461606.00 13461606.00 N 39.3 OO Represents 8,461,606 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 February 19, 2025, 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 34,284,298 shares of Common Stock outstanding as of February 11, 2025, as reported by the Issuer in its Registration Statement on Form S-1 filed on February 14, 2025 (the "Form S-1"). Y Timothy Babich OO N X1 0.00 13461606.00 0.00 13461606.00 13461606.00 N 39.3 IN Includes 8,461,606 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 February 19, 2025 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 34,284,298 shares of Common Stock outstanding as of February 14, 2025, as reported by the Issuer in the Form S-1. Y Jacob Doft OO N X1 0.00 13461606.00 0.00 13461606.00 13461606.00 N 39.3 IN Includes 8,461,606 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 February 19, 2025 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 34,284,298 shares of Common Stock outstanding as of February 14, 2025, as reported by the Issuer in the Form S-1. Y Andrew Rechtschaffen OO N X1 0.00 13461606.00 0.00 13461606.00 13461606.00 N 39.3 IN Includes 8,461,606 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 February 19, 2025 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 34,284,298 shares of Common Stock outstanding as of February 14, 2025, as reported by the Issuer in the Form S-1. Y Lance Hirt OO N X1 0.00 13461606.00 0.00 13461606.00 13461606.00 N 39.3 IN Includes 8,461,606 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 February 19, 2025 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 34,284,298 shares of Common Stock outstanding as of February 14, 2025, as reported by the Issuer in the Form S-1. Common Stock, par value $0.0001 per share Bolt Projects Holdings, Inc. 2261 Market Street, Suite 5447 San Francisco CA 94114 This Amendment No. 2 ("Amendment No. 2") amends the Statement on Schedule 13D filed with the SEC on August 21, 2024 (the "Original Statement"), as amended by Amendment No. 1 filed with the SEC on December 31, 2024 ("Amendment No. 1"), 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. 2 shall have the respective meanings set forth with respect thereto in the Original Statement and Amendment No. 1. No change. No change. No change. No change. No change. No change. No change. No change. Calculation of the percentage of shares of Common Stock beneficially owned is based on 34,284,298 shares of Common Stock outstanding as of the date hereof, as reported by the Issuer in the Form S-1, 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. 2 and are incorporated herein by reference. The Sponsor is the record holder of 8,461,606 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. 2 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. The information in Item 5(a) is incorporated herein by reference. None of the Reporting Persons has effected any transaction in securities of the Issuer in the past 60 days, except that (i) on February 14, 2025, Golden Arrow Sponsor LLC sold 465,862 shares of Common Stock on the open market at a weighted average price of $ 0.6772 per share and the shares were sold in multiple transactions at prices ranging from $ 0.6012 to $ 0.717, inclusive and (ii) on February 18, 2025, Golden Arrow Sponsor LLC sold 235,234 shares of Common Stock on the open market at a weighted average price of $0.8090 per share and the shares were sold in multiple transactions at prices ranging from $ 0.80 to $ 0.8106, 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. 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. Not applicable. No change. Exhibit A - Joint Filing Agreement, dated as of February 19, 2025, by and among the Reporting Persons (filed herewith). Golden Arrow Sponsor, LLC /s/ Andrew Rechtschaffen Andrew Rechtschaffen/Manager 02/19/2025 Timothy Babich /s/ Timothy Babich Timothy Babich 02/19/2025 Jacob Doft /s/ Jacob Doft Jacob Doft 02/19/2025 Andrew Rechtschaffen /s/ Andrew Rechtschaffen Andrew Rechtschaffen 02/19/2025 Lance Hirt /s/ Lance Hirt Lance Hirt 02/19/2025