SCHEDULE 13D/A: Major Shareholder Group Boosts Stake in Bolt Projects Holdings Through Strategic Warrant Exchange

Golden Arrow Sponsor, LLC and its principals have increased their beneficial ownership in Bolt Projects Holdings, Inc. to 34.2% through a significant warrant exchange and recent open market transactions.

Summary

• Golden Arrow Sponsor, LLC and its principals (Timothy Babich, Jacob Doft, Lance Hirt, Andrew Rechtschaffen) collectively beneficially own 13,461,606 shares of Bolt Projects Holdings, Inc. Common Stock.
• This represents 34.2% of the outstanding Common Stock, based on 34,382,032 shares outstanding as of March 13, 2025.
• The beneficial ownership includes 8,461,606 shares of Common Stock and 5,000,000 shares issuable upon exercise of a new warrant.
• On February 14, 2025, the Sponsor exchanged 5,000,000 old warrants (exercise price $11.50) for a new warrant to purchase 5,000,000 shares at a significantly reduced exercise price of $0.50 per share.
• The new warrant became exercisable on March 5, 2025, and expires on March 5, 2030.
• The Issuer has the right to force a cash exercise of up to 2,500,000 shares from the new warrant if the Common Stock's closing price is $0.85 or greater for 10 consecutive trading days.
• The Sponsor also sold 465,862 shares on February 14, 2025, at a weighted average price of $0.6772, and 235,234 shares on February 18, 2025, at a weighted average price of $0.8090.

Sentiment

Score: 6

Explanation: The filing indicates a strategic move by a major shareholder group to convert high-strike warrants to low-strike warrants, significantly increasing their 'in-the-money' position and potential influence. While there were some share sales, the overall beneficial ownership percentage remains high, suggesting continued commitment. The forced exercise clause introduces a potential future dilution event but also a mechanism for the company to increase its public float.

Positives

• The exchange of warrants significantly reduced the exercise price from $11.50 to $0.50, making the 5,000,000 shares underlying the warrant much more 'in the money' and valuable to the reporting persons.
• The new warrant's lower exercise price ($0.50) compared to the old one ($11.50) indicates a strategic move to increase the likelihood of warrant exercise and conversion into common stock, potentially strengthening the reporting persons' long-term stake.
• The reporting persons now hold a substantial 34.2% stake, indicating a strong commitment and significant influence over the company.

Negatives

• The Sponsor sold a total of 701,096 shares of Common Stock on the open market in mid-February 2025, which could be perceived as a reduction in direct equity exposure, despite the warrant exchange.
• The forced exercise clause for the new warrant, triggered at $0.85, suggests the Issuer may want to force conversion to increase the public float or reduce potential dilution from outstanding warrants at a later date, which could put selling pressure on the stock if exercised shares are immediately sold.
• The low exercise price of $0.50 for the new warrant, based on the average closing price, suggests the stock was trading at very low levels prior to the exchange.

Risks

• Dilution Risk: The exercise of the 5,000,000 shares from the new warrant, especially if forced, could lead to significant dilution for existing shareholders if the shares are then sold into the market.
• Price Volatility: The forced exercise triggering event at $0.85 could lead to increased price volatility around that threshold as the Issuer may choose to force exercise, potentially impacting market supply.
• Shareholder Concentration Risk: The reporting persons' 34.2% beneficial ownership, while indicating commitment, also represents a high concentration of voting and dispositive power, which could limit the influence of other shareholders.

Future Outlook

The new warrant, exercisable until March 5, 2030, includes a provision allowing the Issuer to force a cash exercise of up to 2,500,000 shares if the Common Stock's closing price reaches or exceeds $0.85 for ten consecutive trading days, indicating a potential future increase in the company's outstanding share count.

Management Comments

• Each of Messrs. Babich, Doft, Hirt and Rechtschaffen disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Industry Context

NA

Related Party Transactions

• The exchange agreement for the warrants was entered into between the Sponsor (a reporting person) and the Issuer, which can be considered a related party transaction due to the Sponsor's significant ownership and control.
• The Settlement Agreement, dated February 14, 2025, between the Sponsor and the Issuer, served as partial consideration for the warrant exchange.

Stakeholder Impact

• Shareholders: Potential future dilution if the new warrant is exercised, especially if forced. The significant beneficial ownership by the reporting persons could influence corporate decisions.
• Company (Issuer): The warrant exchange provides a mechanism for the company to potentially increase its outstanding share count and public float through forced exercise, while also resolving a previous settlement agreement.

Next Steps

• The new warrant is exercisable until March 5, 2030.
• The Issuer may, at its discretion, force a cash exercise of up to 2,500,000 shares from the new warrant if the Common Stock's closing price is equal to or greater than $0.85 for any consecutive ten trading day period.
• Golden Arrow Sponsor LLC undertakes to provide upon request by the staff of the SEC, the Issuer, or a stockholder of the Issuer, full information regarding the number of shares sold on each day at each separate price.

Key Dates

Recommendation

Keywords

Bolt Projects Holdings Inc., Golden Arrow Sponsor LLC, Schedule 13D/A, Beneficial Ownership, Warrant Exchange, Common Stock, SEC Filing, Shareholder Stake, Corporate Governance, Investment, Equity, Dilution, Timothy Babich, Jacob Doft, Andrew Rechtschaffen, Lance Hirt