SCHEDULE: Bolt Projects CTO Discloses 5.4% Stake

David Nate Breslauer, CTO of Bolt Projects Holdings, Inc., has disclosed a 5.4% beneficial ownership stake in the company's common stock.

Summary

• David Nate Breslauer, Chief Technology Officer, Chief Product Officer, and a director of Bolt Projects Holdings, Inc., beneficially owns 115,214 shares of the company's Common Stock.
• This ownership represents approximately 5.4% of the Issuer's outstanding shares, based on 2,061,779 shares outstanding as of July 11, 2025.
• The beneficial ownership includes 4,854 shares held directly, 39,167 shares held by the David N. Breslauer Family Trust, 68,739 shares from exercisable options, and 2,454 shares from restricted stock units.
• On June 3, 2025, Breslauer purchased 300 shares of Common Stock in the open market for $3.25 per share using personal funds.
• The filing details the Business Combination completed on August 13, 2024, where the Issuer (formerly Golden Arrow Merger Corp.) merged with Bolt Threads, Inc. (Legacy Bolt), resulting in Legacy Bolt becoming a wholly-owned subsidiary and the Issuer being renamed.
• A Registration Rights Agreement was entered into on August 13, 2024, granting certain holders, including Breslauer, registration rights and imposing a six-month lock-up period on their shares following the Business Combination.

Sentiment

Score: 6

Explanation: The filing is a standard disclosure of beneficial ownership by an insider following a business combination. The insider's significant stake and recent small open market purchase are mildly positive, indicating alignment and some confidence. However, the potential for future share sales post-lock-up and the broad range of potential corporate actions mentioned introduce a degree of uncertainty, balancing the overall sentiment to moderately positive.

Positives

• A key executive and director, David Nate Breslauer, holds a significant beneficial ownership stake of 5.4%, aligning his interests with shareholders.
• The recent open market purchase of 300 shares by the CTO for $3.25 per share indicates confidence in the company's valuation.
• The Registration Rights Agreement provides a mechanism for certain securityholders, including the Reporting Person, to potentially monetize their holdings in the future, subject to conditions.

Negatives

• The lock-up period for shares held by certain holders, including the Reporting Person, expired six months after August 13, 2024, which could lead to increased selling pressure if these shares are registered and sold.

Risks

• The Reporting Person may acquire additional securities, retain, or sell all or a portion of his holdings, which could impact share price volatility.
• The Reporting Person, in his capacity as an officer and director, may engage in discussions or seek to cause the Issuer to consider extraordinary corporate transactions, such as mergers, reorganizations, take-private transactions, security offerings, stock repurchases, asset sales, or changes to capitalization/dividend policy, which could introduce uncertainty or significant changes to the company's structure.
• The potential for future registration and sale of a significant block of shares by holders under the Registration Rights Agreement could increase market supply and potentially depress share price.

Future Outlook

The Reporting Person intends to continuously review his investments in the Issuer and may acquire additional securities, retain, or sell existing holdings based on various factors including the Issuer's business, financial condition, market conditions, and alternative opportunities. He may also engage in discussions with management and the board regarding potential extraordinary corporate transactions, such as mergers, reorganizations, take-private transactions, security offerings, or changes to the corporate structure.

Management Comments

• The Reporting Person intends to review his investments in the Issuer on a continuing basis.
• Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
• The Reporting Person may, subject to applicable laws, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.
• The Reporting Person, including in his position as Chief Technology Officer, Chief Product Officer, and a director of the Issuer, may engage in discussions with management, the Issuer's board of directors, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions.

Industry Context

This filing is a standard Schedule 13D, indicating a beneficial ownership stake exceeding 5% by an insider. It reflects the post-merger ownership structure of Bolt Projects Holdings, Inc. following its business combination with Legacy Bolt. Such filings are common after significant corporate events like mergers, as they establish the initial beneficial ownership positions of key individuals.

Comparison to Industry Standards

• The 5.4% beneficial ownership by a key executive (CTO/CPO/Director) is a substantial insider stake, generally viewed positively as it aligns management's interests with shareholders. This is comparable to insider ownership levels seen in many growth-oriented technology or biotech companies post-merger, where founders or key executives retain significant equity.
• The inclusion of a Registration Rights Agreement and a six-month lock-up period is standard practice in SPAC mergers or business combinations, designed to manage the orderly release of shares into the market and prevent immediate selling pressure from pre-merger shareholders. The $25 million demand registration threshold is also a common feature, providing liquidity options for larger holders.
• The reverse stock split (1-for-20) on April 21, 2025, is a common corporate action, often undertaken by companies to increase their share price to meet listing requirements or improve market perception, especially after a business combination.

Corporate Governance

Related Party Transactions

• The David N. Breslauer Family Trust, of which the Reporting Person serves as trustee, acquired shares of Common Stock as part of the Business Combination.
• The Reporting Person, as an executive and director, is a party to the Registration Rights Agreement with the Issuer.

Stakeholder Impact

• Shareholders: The significant insider ownership by the CTO aligns management interests with shareholders. The potential for future share sales post-lock-up could impact share price. The possibility of extraordinary corporate transactions could lead to significant changes in shareholder value or rights.
• Management/Employees: The CTO's continued role and significant stake suggest stability in leadership. Potential corporate transactions could affect employee roles or company direction.

Next Steps

• The Issuer is obligated to file a registration statement to register the resale of certain securities held by the Holders under the Registration Rights Agreement.
• The Reporting Person intends to continuously review his investments in the Issuer.
• The Reporting Person may acquire additional securities or sell existing holdings.
• The Reporting Person may engage in discussions with management, the board, and other securityholders regarding potential extraordinary corporate transactions.

Key Dates

Recommendation

This filing primarily discloses an insider's beneficial ownership and future intentions, which are broad and non-committal. While the CTO's significant stake and recent small purchase are positive signals of alignment and confidence, the filing does not provide new financial performance data or specific strategic initiatives that would warrant a 'buy' or 'sell' recommendation. The mention of potential future corporate actions introduces uncertainty. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current position while awaiting more definitive operational or strategic updates.

Keywords

Bolt Projects Holdings, David Nate Breslauer, Schedule 13D, Beneficial Ownership, Common Stock, Business Combination, Merger, Registration Rights, Lock-up Agreement, CTO, Director, Insider Ownership