SCHEDULE 13D: BoltRock Holdings Secures Significant Stake in General Enterprise Ventures, Injecting $7.8 Million and Gaining Governance Influence

BoltRock Holdings LLC has acquired a substantial beneficial ownership of 38.93% in General Enterprise Ventures, Inc. through a series of strategic investments totaling $7.8 million upfront, alongside potential future payments and enhanced governance rights.

Summary

• BoltRock Holdings LLC has become a significant beneficial owner of General Enterprise Ventures, Inc. (GEVI), holding approximately 38.93% of the outstanding Common Shares.
• The acquisition involved an initial cash investment of $7.8 million by BoltRock Holdings LLC.
• This investment includes a $2,000,000 secured convertible promissory note issued by GEVI to BoltRock on February 28, 2025, accruing interest at 10% per annum, payable in kind (PIK), with a 12-month maturity.
• In connection with the convertible note, BoltRock also received a warrant entitling it to purchase up to 2,500,000 Common Shares at an exercise price of $0.50 per share, exercisable for five years.
• BoltRock further acquired shares through Securities Purchase Agreements (SPAs) on March 17, 2025:
• Purchased 400,000 Series C Convertible Preferred Stock and 1,815,155 Series A Preferred Stock from TC Special Investments, LLC for $3,200,000.
• Purchased 250,000 Series C Shares from Steven Conboy for $2,000,000.
• Purchased 1,500,000 Common Shares from Joshua Ralston for $600,000.
• The purchase price for these shares was equivalent to $0.40 per Common Share.
• An additional deferred purchase price of up to $2,900,000 is contingent on GEVI's Common Shares listing on a Senior Exchange and maintaining a Volume-Weighted Average Price (VWAP) above $1.50 for 30 consecutive trading days with an average daily volume of at least $500,000 within one year.
• BoltRock's beneficial ownership of 22,500,000 Common Shares is calculated assuming the conversion of Series C Shares (1-for-20 basis), exercise of the Warrant, and conversion of the Convertible Note (including PIK interest) at $0.40 per share.
• The ownership percentage is based on 36,802,150 Common Shares outstanding as of September 30, 2024, plus the shares issuable to BoltRock.
• If all other persons had converted or exercised their securities into Common Shares, BoltRock's percentage ownership would be approximately 18.15%.

Sentiment

Score: 7

Explanation: The document reflects a positive sentiment for General Enterprise Ventures, Inc. as it details a significant capital infusion and strategic partnership with BoltRock Holdings LLC. The investment provides financial support and includes governance provisions that could lead to improved strategic direction and a potential uplisting to a senior exchange. While risks are explicitly stated, they are typical for investments in non-reporting or smaller public companies, and the overall tone is one of a planned, beneficial transaction for the company's growth.

Positives

• General Enterprise Ventures, Inc. has secured a significant capital injection of $7.8 million upfront, with potential for an additional $2.9 million, which can support its operations and strategic initiatives.
• The investment from BoltRock Holdings LLC, a Delaware limited liability company specializing in securities investment, provides a strong financial partner for GEVI.
• The agreements include provisions for GEVI to list its Common Shares on a Senior Exchange (e.g., NASDAQ, NYSE) and achieve a sustained stock price of over $1.50, indicating a clear growth objective and potential for increased market visibility and liquidity.
• BoltRock Holdings LLC gains significant governance influence, including the right to appoint one director to GEVI's board and consultation rights on the appointment of the new Chief Executive Officer, which could lead to more focused strategic direction.
• The commitment to redeem all Series A Preferred Shares within 12 months aims to simplify the capital structure and potentially reduce supermajority voting rights, improving corporate governance.

Negatives

• The purchase of the securities involves a high degree of risk, and investors could sustain the loss of their entire investment, as explicitly stated in the Subscription Agreement.
• There is currently no market for the Convertible Note or the Warrant, and a market is unlikely to develop, limiting liquidity for these instruments.
• General Enterprise Ventures, Inc. is not subject to the reporting requirements of the Securities Exchange Act of 1934, meaning it is not required to publish periodic information about its business or financial condition, which could limit transparency for investors.
• BoltRock Holdings LLC, as a minority interest holder, will have little, if any, control over the Company or its business, despite certain consent and board appointment rights, which could lead to potential conflicts or limitations on influence.

Risks

• The securities offered have not been registered under the Securities Act of 1933 or any state securities laws, and are subject to restrictions on transferability and resale, meaning they may not be offered, sold, assigned, pledged, or otherwise disposed of without registration or an applicable exemption.
• Investors may be required to bear the financial risks of this investment for an indefinite period of time due to resale restrictions and the lack of a public market for the securities.
• The Company has no obligation or intention to register either the Convertible Note or the Warrant under any federal or state securities act, law, or regulation, further limiting liquidity.
• An investment in the Company involves a high degree of risk, including the inability to liquidate the investment, extremely limited transferability, and the potential loss of the entire investment.
• The Company's obligations under the Convertible Note are secured by a Pledge and Security Agreement, meaning certain collateral of the Company is pledged to BoltRock Holdings LLC, which could impact other creditors in case of default.
• The Company's failure to comply with covenants, terms, or agreements in the Loan Documents (Convertible Note, Subscription Agreement, Pledge Agreement, Warrant Agreement) could trigger an Event of Default, leading to acceleration of the Convertible Note and enforcement of security interests.
• Any change in the location of collateral, records, or the Grantor's (GEVI's) principal residence/business location, or changes to its organizational information, without prior notice and action, could impair the security interest.

Future Outlook

The document indicates a strategic objective for General Enterprise Ventures, Inc. to achieve a listing on a Senior Exchange (such as NASDAQ or NYSE) and for its Common Shares to maintain a Volume-Weighted Average Price (VWAP) above $1.50 for 30 consecutive trading days with an average daily volume of at least $500,000 within one year. This condition triggers significant deferred payments to the sellers, aligning incentives for a higher valuation and market presence.

Management Comments

• Joshua Ralston, President of General Enterprise Ventures, Inc., signed the Subscription Agreement, Convertible Note, Warrant, and Pledge Agreement on behalf of the Company, and was also a seller in one of the Securities Purchase Agreements.
• Craig A. Huff, Managing Member of BoltRock Holdings, LLC, signed all agreements on behalf of BoltRock Holdings, LLC.

Industry Context

This Schedule 13D filing details a significant strategic investment and capital infusion into General Enterprise Ventures, Inc. by BoltRock Holdings LLC. Such transactions are common in the small-cap or micro-cap space where companies seek growth capital and strategic partners. The inclusion of convertible notes, warrants, and preferred stock, along with common shares, suggests a structured financing approach often used to provide capital while offering upside potential and downside protection to the investor. The emphasis on achieving a Senior Exchange listing and a higher stock price indicates a clear intent to enhance the company's market standing and liquidity, a common goal for companies looking to graduate from lower-tier exchanges.

Comparison to Industry Standards

• The investment structure, combining a secured convertible note, warrants, and preferred/common share purchases, is a common financing mechanism for growth-stage or restructuring companies, similar to those seen in private equity or venture debt deals for small-to-mid cap firms.
• The 10% PIK interest rate on the convertible note is within the typical range for secured debt in higher-risk or growth-oriented companies, though specific comparable companies or projects are not detailed in the filing.
• The conversion price of $0.40 per share and warrant exercise price of $0.50 per share, relative to the $1.50 target for deferred payments, suggests a significant expected appreciation in share value, which is aggressive but not uncommon for companies aiming for a major exchange listing.
• The governance provisions, granting BoltRock a board seat and consultation rights on CEO appointment, are standard for significant strategic investors seeking to protect their investment and influence company direction, aligning with best practices for investor oversight in private or thinly traded public companies.
• The condition for deferred payments tied to a Senior Exchange listing and sustained stock price/volume is a performance-based incentive structure, often used to align seller interests with the buyer's long-term value creation goals, comparable to earn-out provisions in M&A transactions.

Management Changes

Corporate Governance

Related Party Transactions

• Joshua Ralston, President of General Enterprise Ventures, Inc., sold 1,500,000 Common Shares to BoltRock Holdings LLC for $600,000 as part of a Securities Purchase Agreement dated March 17, 2025.

Stakeholder Impact

• **Shareholders**: Existing shareholders will experience dilution from the issuance of new shares upon conversion of the Convertible Note and exercise of the Warrant. The potential for a Senior Exchange listing and higher stock price could benefit all shareholders by increasing liquidity and valuation. The redemption of Series A shares could simplify the capital structure.
• **Employees**: The search for a new CEO, with input from BoltRock, could lead to changes in leadership and strategic direction, potentially impacting employees.
• **Customers**: No direct impact mentioned, but a stronger financial position and clearer strategic direction could indirectly benefit customers through improved products or services.
• **Suppliers**: No direct impact mentioned, but a more stable financial partner could lead to more reliable business relationships.
• **Creditors**: The Convertible Note is senior secured, meaning BoltRock Holdings LLC has a priority claim on certain collateral, which could affect the recovery prospects of other unsecured creditors in a liquidation event.

Next Steps

• General Enterprise Ventures, Inc. is expected to file a registration statement on Form S-1 for the resale of shares issued upon conversion of the Convertible Note and exercise of the Warrants, aiming for effectiveness within 90-120 days.
• The Company is expected to use commercially reasonable efforts to cause its Common Shares to be listed on a Senior Exchange (e.g., NASDAQ, NYSE) and achieve a VWAP above $1.50 for 30 consecutive trading days with an average daily volume of at least $500,000 within one year to trigger deferred payments.
• The Company's board of directors will include one director appointed by BoltRock Holdings LLC and one director who will be the Chief Executive Officer.
• The Company will consult with BoltRock Holdings LLC regarding the identity and appointment of the new Chief Executive Officer.
• Seller (TC Special Investments, LLC) is to use commercially reasonable efforts to cause all Series A Shares to be redeemed within twelve (12) months of March 17, 2025.

Key Dates

Keywords

General Enterprise Ventures Inc., BoltRock Holdings LLC, SEC Schedule 13D, Convertible Note, Warrant, Series C Preferred Stock, Series A Preferred Stock, Common Stock, Private Placement, Capital Raise, Corporate Governance, Investment, Beneficial Ownership, Secured Debt, Pledge Agreement, Strategic Investment, Share Purchase Agreement, Accredited Investor