DEFA14A: Bolt Projects Adjourns Special Meeting Again

Bolt Projects Holdings, Inc. has further adjourned its Special Meeting of Stockholders to December 26, 2025, due to a lack of quorum, seeking approval for a significant share issuance related to convertible notes and warrants.

Summary

• The Special Meeting of Stockholders for Bolt Projects Holdings, Inc. was further adjourned due to a lack of quorum.
• The meeting will reconvene on Friday, December 26, 2025, at 11:00 a.m. Eastern Time, solely by means of remote communication at www.virtualshareholdermeeting.com/BSLK2025SM.
• The primary purpose of the meeting is to vote on the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of the maximum number of shares of common stock issuable upon conversion of convertible notes and exercise of warrants the Company expects to issue and sell to Murchinson Ltd or its affiliates (the Convertible Notes Proposal).
• Stockholders are also asked to vote on the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Convertible Notes Proposal.
• The record date for determining stockholders entitled to notice of and to vote at the Special Meeting remains October 20, 2025.
• Proxies previously submitted will be voted at the reconvened meeting unless properly revoked, and stockholders who have already voted do not need to take any further action.
• The electronic voting deadline is December 25, 2025, at 11:59 p.m. Eastern Time.

Sentiment

Score: 3

Explanation: The repeated adjournments due to lack of quorum and the significant potential dilution from the proposed share issuance for convertible notes and warrants create a negative sentiment, despite the company's efforts to secure necessary approvals for financing.

Positives

• The company is actively seeking stockholder approval for a financing-related proposal, indicating ongoing efforts to secure capital or manage existing obligations.
• The continued efforts to reconvene the meeting demonstrate management's commitment to obtaining the necessary approvals for the Convertible Notes Proposal.

Negatives

• Repeated adjournments of the Special Meeting due to a lack of quorum suggest potential stockholder apathy or disagreement, which could delay critical corporate actions.
• The need for approval under Nasdaq Listing Rule 5635(d) implies a significant dilutive event for existing shareholders, as it relates to the issuance of the 'maximum number of shares' upon conversion of convertible notes and exercise of warrants.

Risks

• Failure to obtain stockholder approval for the Convertible Notes Proposal could lead to non-compliance with Nasdaq listing rules or impact the company's ability to complete the financing with Murchinson Ltd.
• Continued lack of quorum could further delay essential corporate actions and create uncertainty regarding the company's strategic plans.
• Significant dilution risk for existing shareholders due to the issuance of a 'maximum number of shares' upon conversion of convertible notes and exercise of warrants.

Future Outlook

The company is focused on securing stockholder approval for the issuance of shares related to convertible notes and warrants to Murchinson Ltd, which is crucial for compliance with Nasdaq listing rules and potentially for future financing or strategic initiatives.

Management Comments

• "Your vote is important, and we ask that you please vote: FOR the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of the maximum number of shares of common stock issuable by the Company upon conversion of convertible notes and exercise of warrants the Company expects to issue and sell to Murchinson Ltd or its affiliates (the Convertible Notes Proposal)."
• "FOR the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Convertible Notes Proposal."

Industry Context

The repeated adjournment of a special meeting due to a lack of quorum, particularly for a vote on significant share issuance, can signal challenges in shareholder engagement or potential dissent, a common issue for smaller public companies seeking to complete financing rounds that involve substantial dilution.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential significant dilution due to the issuance of a 'maximum number of shares' upon conversion of convertible notes and exercise of warrants. Uncertainty due to repeated meeting adjournments.
• Murchinson Ltd: The counterparty to the convertible notes and warrants, awaiting stockholder approval to finalize the equity component of their investment.
• Nasdaq: The company is seeking approval to comply with Nasdaq Listing Rule 5635(d), indicating regulatory scrutiny over the transaction.

Next Steps

• Stockholders are encouraged to vote on the Convertible Notes Proposal and potential adjournment by the electronic voting deadline of December 25, 2025.
• The reconvened Special Meeting of Stockholders will be held on December 26, 2025, at 11:00 a.m. Eastern Time.

Key Dates

Recommendation

The repeated adjournments due to a lack of quorum introduce uncertainty and suggest potential shareholder resistance or apathy, which is a negative signal. However, the company is actively working to secure approval for a financing mechanism (convertible notes and warrants to Murchinson Ltd) that could provide necessary capital or restructure existing obligations. While the potential for significant dilution is a concern, the underlying transaction with Murchinson Ltd could be critical for the company's stability or growth. Investors should hold to monitor the outcome of the reconvened meeting and the specifics of the Murchinson Ltd transaction before making further decisions.

Keywords

Bolt Projects Holdings, Special Meeting, Stockholder Vote, Convertible Notes, Warrants, Murchinson Ltd, Nasdaq Listing Rule 5635(d), Share Issuance, Quorum, Proxy Statement, Corporate Governance