DEFA14A: Bolt Projects Cancels Meeting Amid Nasdaq Delisting

Bolt Projects Holdings, Inc. has canceled its special stockholder meeting, previously scheduled to approve convertible note issuances, following a delisting determination from the Nasdaq Hearings Panel.

Summary

• Bolt Projects Holdings, Inc. previously intended to hold a special meeting of stockholders on December 1, 2025.
• The purpose of the Special Meeting was to approve the issuance of common stock upon conversion of convertible notes and exercise of warrants to Murchinson Ltd or its affiliates, in compliance with Nasdaq Listing Rule 5635(d).
• The Special Meeting was adjourned multiple times due to a lack of quorum, specifically on December 1, 2025, December 16, 2025, and December 26, 2025.
• A delisting determination was received from the Nasdaq Hearings Panel on December 31, 2025.
• In light of the delisting determination, the company has withdrawn the Convertible Notes Proposal from stockholder consideration.
• The reconvening of the Special Meeting, which was scheduled for Friday, January 16, 2026, at 11:00 a.m., Eastern Time, has been canceled.

Sentiment

Score: 2

Explanation: The filing indicates a highly negative situation for the company, marked by a Nasdaq delisting determination and the failure to proceed with a crucial capital raise. This suggests significant operational or compliance challenges and a bleak outlook for public market access.

Negatives

• The company received a delisting determination from the Nasdaq Hearings Panel on December 31, 2025.
• The Special Meeting, intended to approve a significant capital raise via convertible notes and warrants, was canceled.
• The Special Meeting was repeatedly adjourned due to a lack of quorum, indicating potential shareholder disengagement or opposition.

Risks

• Delisting from Nasdaq, which can severely impact the company's ability to raise capital and reduce liquidity for shareholders.
• Inability to complete the planned capital raise through the issuance of convertible notes and warrants to Murchinson Ltd or its affiliates.
• Potential loss of investor confidence due to delisting and failure to secure necessary stockholder approvals.

Future Outlook

The future outlook is significantly negative due to the Nasdaq delisting determination, which will likely impair the company's access to public capital markets and reduce shareholder liquidity. The cancellation of the meeting to approve a planned capital raise further complicates the company's financial strategy.

Management Comments

• Management determined to withdraw the Convertible Notes Proposal and cancel the reconvening of the Special Meeting following the delisting determination received from the Nasdaq Hearings Panel.

Industry Context

A delisting from a major exchange like Nasdaq is a severe event for any publicly traded company, often signaling significant operational, financial, or compliance issues. It typically leads to a substantial loss of investor confidence, reduced stock liquidity, and increased difficulty in raising capital, placing the company at a significant disadvantage compared to its industry peers.

Corporate Governance

Legal Proceedings

• The company received a delisting determination from the Nasdaq Hearings Panel on December 31, 2025, which is a regulatory action with significant implications.

Related Party Transactions

• The company expected to issue and sell convertible notes and warrants to Murchinson Ltd or its affiliates, indicating a potential related party transaction for a capital raise that has now been withdrawn.

Stakeholder Impact

• Shareholders face a significant negative impact due to the impending Nasdaq delisting, which will likely reduce stock liquidity and potentially lead to a decrease in share value.
• Murchinson Ltd or its affiliates will be impacted by the withdrawal of the Convertible Notes Proposal, as their planned investment in the company will not proceed as initially structured.
• Employees may face uncertainty regarding the company's future stability and access to capital.

Next Steps

• The company will likely proceed with the Nasdaq delisting process.
• The company will need to explore alternative capital raising strategies outside of the public markets or without the previously planned structure.

Key Dates

Recommendation

The delisting from Nasdaq is a critical negative event, severely limiting the company's access to public capital markets and reducing liquidity for existing shareholders. The failure to secure stockholder approval for a planned capital raise further exacerbates financial instability and signals deep-seated issues. Investors should consider divesting to avoid further potential losses.

Keywords

Bolt Projects Holdings, Nasdaq delisting, special meeting, convertible notes, warrants, Murchinson Ltd, corporate governance, stockholder meeting, capital raise