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February 29, 2024
Timothy Babich
Chief Executive Officer
Golden Arrow Merger Corp.
10 E. 53rd Street, 13th Floor
New York, NY 10022
Re:Golden Arrow Merger Corp.
Registration Statement on Form S-4
Filed February 2, 2024
File No. 333-276849
Dear Timothy Babich:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-4 filed February 2, 2024
Cover Page
1.Please revise here and throughout the registration statement to disclose the conversion
mechanism, including the exchange ratio, as well as the number of shares of common
stock, RSUs or warrants of the Post-Combination Company, as applicable, that each of the
following securities would convert into at the closing of the business combination:

•shares of Bolt Threads common stock;
•options to purchase Bolt Threads common stock;
•awards of restricted stock units relating to shares of Bolt Threads Common Stock
granted under Bolt Threads’ existing equity plans;
•warrants to purchase Bolt Threads preferred stock; and
•shares of Class B common stock of GAMC.

Further, please disclose the total outstanding principal and accrued interest under the
Company Convertible Notes, the shares of Bolt Threads preferred stock, the number of

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 February 29, 2024 Page 2
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
February 29, 2024
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Class B common stock of GAMC, the number of options to purchase Bolt Threads
common stock, the number of awards of restricted stock units relating to shares of Bolt
Threads Common Stock granted under Bolt Threads’ existing equity plans, and the
number of warrants to purchase Bolt Threads preferred stock that are currently
outstanding.
2.Please revise to disclose the date by which you must complete the business combination
or liquidate. Please also disclose the per share merger consideration as of a recently
practicable date.
3.Please revise the prospectus cover page to disclose the expected ownership percentages in
the combined company of the PIPE investors. Please also clarify whether the total
expected ownership of the Sponsor following the transaction is inclusive of any
investments the Sponsor plans to make through the financing transactions, such as the
PIPE investment.
4.We note your disclosure on page 52 that the Post-Combination Company directors and
executive officers and their affiliates “may be able to exercise significant influence over
matters requiring stockholder approval” and that is these stockholders act together, they
could “use their voting influence” to maintain, support or reject proposals that are subject
to stockholder approval. Please disclose on the cover page and in the prospectus summary
whether you will be a “controlled company” as defined under the relevant Nasdaq listing
rules and, if so, whether you intend to rely on any exemptions as a controlled company. If
applicable, please include risk factor disclosure that discusses the effect, risks and
uncertainties of being designated a controlled company, including but not limited to, the
result that you may not elect to comply with certain corporate governance requirements.
Questions and Answers about the Business Combination, page 8
5.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Q: Why is GAMC proposing the Business Combination Proposal?, page 9
6.We note your disclosure that GAMC stockholders elected to redeem 26,649,519 shares of
GAMC Class A common stock in connection with the shareholder vote to approve the
First Extension on March 15, 2023 and the redemption of 1,522,544 shares of GAMC
Class A common stock in connection with the vote to approve the Second Extension on
December 12, 2023. Please amend your disclosure in the summary, risk factors, and where
appropriate throughout your filing, to disclose the percentage of stockholder redemptions
relative to total shares outstanding as of the date of your filing.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 3
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 3
Q. How much dilution may non-redeeming GAMC stockholders experience in connection with
the Business Combination and what equity stake.., page 11
7.Please revise to disclose the total potential ownership in the Post-Combination Company
of public stockholders, the Sponsor and GAMC Independent Directors, Former Bolt
Threads Securityholders, and others, assuming the exercise and conversion of all
securities.
8.Please revise to disclose the effective underwriting fees to be paid to BTIG on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
9.We note your disclosure on page 61 relating to the per share value of the Post-
Combination Company common stock. Revise your disclosure in this section and on page
61 to show the potential impact of redemptions on the per share value of the shares owned
by non-redeeming shareholders by including a sensitivity analysis showing a range of
redemption scenarios, including at least one interim redemption level, taking into account
not only the money in the trust account, but the post-transaction equity value of the
combined company.
10.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including any earnout shares and convertible securities at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions. Please also revise
your risk factor disclosure on page 51 accordingly.
Q: What vote is required to approve the proposals presented at the special meeting of
stockholders?, page 13
11.Please revise to clarify that the proposal for the election of directors who will be the
directors of the combined company after the business combination is a proposal that can
only be approved by the holders of GAMC Class B common stock, and explain that the
Sponsor and other Initial Stockholders hold such shares.
Q. What interests do GAMC's current officers and directors have in the Business Combination?,
page 14
12.Please revise to disclose the price per share paid by the Sponsor and officers and directors
of GAMC for the Founder Shares. Please also disclose any out-of-pocket expenses
incurred by the GAMC Board.
Q. Did the GAMC Board obtain a third-party valuation or fairness opinion in determining
whether to proceed with the Business Combination?, page 15
13.We note that you did not obtain a third-party valuation or fairness opinion in connection

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 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 4
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 4
with your determination to approve the Business Combination. Please disclose any
discussions related to obtaining a fairness opinion for the business combination and
discuss the basis for the GAMC Board determining it was not necessary to obtain a
fairness opinion for the business combination.
Summary of the Proxy Statement/Prospectus, page 21
14.Please amend your disclosure to provide a diagram of the post-business combination
structure of the combined company, including ownership percentages of the relevant
parties.
Cautionary Note Regarding Forward-Looking Statements, page 32
15.We note your statements on this page that investors “should not place undue reliance” on
the forward-looking statements in deciding how to vote their shares of GAMC common
stock on the proposals set forth in the proxy statement. Please revise this statement to
remove any implication that investors are not entitled to rely on disclosure in your
registration statement.
Risk Factors, page 34
16.Disclose the material risks to unaffiliated investors presented by taking Bolt Threads
public through a business combination rather than an underwritten offering. For example,
these risks could include the absence of due diligence conducted by an underwriter that
would be subject to liability for any material misstatements or omissions in a registration
statement.
17.We note your disclosure on page 191 that the Proposed Certificate of Incorporation and
Amended and Restated Bylaws will provide indemnification and advancement of
expenses for the Post-Combination Company’s directors and officers to the fullest extent
permitted by the DGCL, subject to certain limited exceptions, which in some cases, "may
be broader than the specific indemnification provisions contained under Delaware law."
Please discuss the risk to investors stemming from these indemnification provisions.
We currently rely on a single manufacturing partner and manufacturing facility for the
production of b-silk and in the future intend... , page 39
18.We note from the service agreement with Laurus Bio filed as exhibit 10.22 that Laurus
Bio has its registered offices in Bangalore, India. Please advise whether the Laurus Bio
Facility is also located in Bangalore, and if so, revise to discuss risks related to the
manufacture of b-silk in India.
19.We note your disclosure on page 39 that you "expect to enter into manufacturing
agreements with multiple manufacturers to increase the supply of b-silk and limit [y]our
reliance on any one manufacturing partner" and on page 140 that you are currently in the
process of validating a second supplier and evaluating a third supplier. You also disclose

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 5
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 5
on page 40 that you "outsource the production of b-silk to third party manufacturing
partners." Please revise to reconcile your disclosure, if true, to clarify that Bolt Threads
currently relies on one manufacturing partner accordingly.
A limited number of customers, distributors and collaboration partners account for a material
portion of our revenue and they may.., page 40
20.We note your disclosure that "for the year ended December 31, 2022 and the nine months
ended September 30, 2023, [y]our top four customers accounted for 99% of [y]our total
revenue." You also disclose that all purchase orders made by customers occurred under
specified multi-year minimum contractual purchase obligations. Please revise to provide a
breakdown of the percentages that each of your top four customers accounted for of your
total revenue, identify your top customers, and disclose whether these four customers are
located in the same market, and if so, disclose the risks to investors stemming from market
concentration. Please also provide a brief description of the material terms of your
agreements with such customers, such as the minimum purchase requirements and
termination provision. If material, please also file the agreements as exhibits to the
registration statement as reqiured by Item 601(b)(10) of Regulation S-K, or explain to us
why you believe you are not required to do so.
The Second Extension contravenes Nasdaq rules and, as a result, may lead Nasdaq to suspend
trading..., page 54
21.We note your disclosure on page 54 that your Second Extension does not comply with
Nasdaq listing rules and there is a risk that GAMC may be subject to delisting by Nasdaq
if it does not complete the business combination by March 19, 2024. Please expand your
disclosure to discuss how you plan to regain compliance with the Nasdaq listing
requirements.
A new 1% U.S. federal excise tax could be imposed on GAMC..., page 65
22.Describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
The Proposed Certificate of Incorporation will provide, subject to limited exceptions, that the
Court of Chancery..., page 68
23.We note your disclosure that the forum selection provision in your Proposed Certificate of
Incorporation may have the effect of discouraging lawsuits against the combined company
and its directors, officers or other employees. Please revise this risk factor to disclose that
there is also a risk that your forum selection provision may result in increased costs for
investors to bring a claim.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 6
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 6
Basis of Pro Forma Presentation, page 71
24.Please revise your disclosures in the initial paragraph to comply with the presentation and
recognition requirements in Article 11-02 of Regulation S-X.  In this regard, we note your
reference to adjustments being required to be factually supportable and expected to have a
continuing impact on the results, which are inconsistent with the requirements in Article
11-02 of Regulation S-X.  As part of your response, confirm to us that you have reflected
adjustments that are not expected to have a continuing impact and have disclosed as such
in a note explaining the adjustment, as appropriate.
25.Please revise your tabular presentation regarding the post-combination ownership upon
closing to only include those shares that will be outstanding and include all dilutive
securities in a separate table or footnote disclosure by type and by holder.  Also,
separately present the shares to be acquired for the PIPE in accordance with the
Subscription Agreements and separately present those shares to be acquired by related
parties versus third parties.  In this regard, it is unclear whether the no additional
redemptions scenario appropriately considers the number of shares to be acquired under
the Subscription Agreement with the Sponsor, as no additional public shares are
redeemed.  Address this comment for adjustment f to the pro forma balance sheets.
Finally, ensure the note for the number of shares to be held by Bolt Threads
securityholders clearly explains how the number of shares to be outstanding was
calculated along with the disclosures for the dilutive securities.  Address this comment for
the same presentation presented elsewhere in the Form S-4.
Unaudited Pro Forma Condensed Combined Financial Information
Joint Venture, page 71
26.We note your disclosure that in December 2023, Bolt Threads entered into a nonbinding
term sheet with a joint venture partner through which Bolt Threads expects to have the
opportunity to monetize its intellectual property, equipment, and inventory related to
Mylo. Please expand your disclosure relating to the joint venture, including but not limited
to, the identity of the joint venture partner,  date on which the parties entered into the term
sheet, each parties' rights and obligations, any upfront fees and the aggregate amounts
paid or received to date, and whether you expect to have