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United States securities and exchange commission logo
May 7, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 23, 2024
File No. 333-276849
Dear Timothy Babich:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 29, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers about the Business Combination
Q: What interests do GAMC's current officers and directors have in the Business Combination?,
page 15
1.We note your response to comment 12 and reissue the comment in part. Please revise
to 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 16
2.We note your response to comment 13. Please revise to further discuss how you valuated
Bolt Threads. Please also briefly discuss the "significant due diligence" conducted by
GAMC's management on Bolt Threads.

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Golden Arrow Merger Corp.
May 7, 2024
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Risk Factors, page 37
3.We note your response to comment 17 and the revised disclosure on page 206. Please
revise to add risk factor disclosure discussing the risk to investors stemming from the
broader indemnification provisions in your Proposed Certificate of Incorporation and
Amended and Restated Bylaws.
A limited number of customers, distributors and collaboration partners account for a material
portion of our revenue and they may..., page 43
4.We note your response to comment 20 but we are not persuaded by your response and
reissue the comment in part. Please revise to disclose the jurisdiction of Vegamour's
operations and expand your disclosure relating to the minimum purchase requirements and
notice requirements in connection with the termination provisions, as applicable. Please
also revise to further discuss why you do not believe that the customer concentration for
2023 will continue going forward. Finally, please also file the agreement as an exhibit to
the registration statement as required by Item 601(b)(10) of Regulation S-K.
There can be no assurance that the Post-Combination Company's common stock will be
approved for listing on Nasdaq ..., page 60
5.Please revise your disclosure of the consequences of the post-business combination
company failing to meet listing standards to also discuss the consequences of GAMC's
securities being suspended and/or delisted from Nasdaq. In particular, please disclose any
impact to closing conditions in connection with the business combination and whether
GAMC's securities would become subject to blue sky laws.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 78
6.We note your response to comment 24, including the change to the disclosures.  However,
you continue to include reference to adjustments being required to be factually
supportable and that only events that are not expected to have a continuing impact are
reflected in the pro forma condensed combined statement of operations and
comprehensive loss, which is inconsistent with the requirements in Article 11-02 of
Regulation S-X.  As previously requested, please revise your disclosures in the initial
paragraph of this section to fully comply with the presentation and recognition
requirements in Article 11-02 of Regulation S-X.  To the extent that you include
adjustments for events that will not have a continuing impact, ensure your note to these
adjustments clearly disclose this in the note to these types of adjustments.
7.We reissue comment 25 in part.  As previously requested, please revise your tabular
presentation for 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. The post-combination outstanding shares should agree

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Golden Arrow Merger Corp.
May 7, 2024
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to the shares used to calculate pro forma basic earnings/(loss) per share.  Also, it is unclear
why you are including the Sponsor Earn-Out Shares, GAMC warrants, Bolt Threads
RSUs that require vesting, Bolt Threads warrants that will not be exercised in connection
with the closing, and Bolt Threads options that either require vesting or will not be
exercised with the closing.  In this regard, only shares to be issued to settle GAMC or Bolt
Threads obligations in connection with the closing could be considered outstanding and
should be reflected as such in the pro forma financial information.  Address this comment
for the same presentation presented elsewhere in the Form S-4.
8.We note that you have removed the disclosures regarding the extension payments made by
the Sponsor via debt issuance during fiscal year 2024.  While we understand the net
impact of reflecting the receipt of cash and then repayment of the note with the closing of
the merger transaction is a net zero impact to the pro forma balance sheet, it would appear
disclosure of this transaction similar to the April 2024 Sponsor Note would be
appropriate. Please provide your prior disclosures.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance
Sheet as of December 31, 2023, page 83
9.With reference to note f, we note that you have estimated an additional $10.4 million of
transaction costs subsequent to December 31, 2023.  We further note that you allocated all
of these additional costs to Additional paid-in capital, which suggests all of the
transactions costs to be incurred will be Bolt Threads costs.  Please confirm that GAMC
has not and will not incur any material transaction costs subsequent to December 31,
2023.  Otherwise, please allocation the portion of the $10.4 million of costs to be incurred
by GAMC to accumulated deficit, and as previously requested in comment 28, include an
adjustment to the pro forma statement of operations to reflect the expense.
10.With reference to note l, we note that the settlement of $8.75 million of deferred
underwriting fees to BTIG involves the payment of $500,000 and also the issuance of $5
million worth of post-combination company common stock at a maximum of 650,000
shares.  Please expand your disclosures and address the need to present additional
adjustments to reflect the $500,000 cash payment to BTIG.  Also, please explain why
$10.1 million in deferred underwriting fees was eliminated given the settlement was only
for $8.75 million of the deferred underwriting fees.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined
Statement of Operations and Comprehensive Loss for the Year, page 86
11.We re-issue comment 29.  As previously requested, please provide all of the disclosures
required by ASC 260-10-50-1 for the basic and diluted per share computations for each
period presented. Refer to Article 11- 02(a)(9) of Regulation S-X for guidance.  In this
regard, it is unclear how you concluded that there are no dilutive securities subsequent to
the merger transaction.  In this regard, we note the Sponsor Earn-Out Shares, GAMC
warrants, Bolt Thread’s RSUs and options that require additional vesting, and Bolt

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May 7, 2024
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Threads options and warrants that will not be exercised with the merger transaction are
required to be disclosed as anti-dilutive and not included in calculating dilutive loss per
share.
The Background of the Business Combination, page 95
12.We note your response to comment 31 and reissue the comment in part. We note your
disclosure on page 98 that "On July 25, 2023, BTIG contacted GAMC management to
introduce Bolt Threads, and the team held an introductory call to explore a potential
business combination." Please revise to provide additional detail regarding how the
negotiations with Bolt Threads were initiated, including the identification of the
individuals and/or parties who participated in this introductory call and the terms, if any,
discussed on the call.
13.We note your response to comment 32 and reissue the comment in part. Please revise to
further discuss the nature of the draft projected financial information provided by Bolt
Threads to GAMC. We note your disclosure on page 98 that "The GAMC Board did not
review any projected financial information or rely on management’s preliminary review of
such information in considering or making its decision to approve the Business
Combination." Please advise if the draft projected financial information was considered
by GAMC as part of its valuation of Bolt Threads.
14.We note your response to comment 33 and reissue the comment in part. Please revise to
clearly explain how you reached the $250 million valuation for Bolt Threads. For
example, we note your disclosure on page 98 that "In arriving at the pre-money enterprise
value of Bolt Threads, GAMC considered and assessed the total addressable market for
existing products as well as pipeline products in development; the depth of products under
development and the capital needs to bring Bolt Threads to market; customer and potential
customer engagement and commercial activity; the capital, time, and effort to develop the
existing intellectual property; on-site diligence; the quality of founders and managements;
the existing investors and financial strength and needs of the company; and comparable
companies." Please revise to discuss how each of these factors was weighed as part of
Bolt Threads' valuation. Please also disclose the comparable companies that were
considered, how you calculated the total addressable market, and how you quantitatively
evaluated the quality of founders and management.
15.We note your response to comment 34 and reissue the comment in part. Please revise to
disclose the date BTIG was engaged by Bolt Threads as its financial adviser in connection
with the Business Combination, and disclose any consideration or payment received by
BTIG in connection with this role. Please also revise to provide more detail regarding the
tax and due diligence findings provided to GAMC on September 21, 2023 by
CohnReznick.
16.We note your response to comment 35 and reissue the comment in part. Please revise your
disclosure to discuss in greater detail the reasons for the inclusion and deletion of key

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terms in the various drafts of the Business Combination Agreement and ancillary
agreements. Please also explain each party’s position on such issues during the course of
negotiations and drafts exchanged, and how you reached agreement on final terms.
17.We note your response to comment 39 and reissue the comment. You disclose on page
102 that "[a]s the parties finalized negotiations and preparations of the Business
Combination Agreement and the Ancillary Agreements, one of Bolt Threads’ larger
investors intended to participate in the transactions contemplated by the Bridge Financing
but indicated that its internal policies ... would prevent it from doing so at that time due to
prevailing market conditions" and that "[d]ue to these considerations, the execution of the
definitive agreements was postponed and the parties made revisions to the Business
Combination Agreement, PIPE Subscription Agreements and Bridge Financing
Agreement prior to execution of such documents that did not impact the overall
economics of the Business Combination but were intended to facilitate the investor’s
ability to participate in the transactions contemplated by the Bridge Financing when the
investor’s internal policies permitted it to do so based on market conditions." Please revise
to explain the market conditions referenced and disclose the revisions made to the
agreements.
18.We note your response to comment 40 and reissue the comment in part. Please revise to
clearly disclose whether BTIG provided you with any reasons for the partial fee waiver.
The GAMC Board's Reasons for the Approval of the Business Combination, page 102
19.We note your response to comment 41 and reissue the comment. Please revise to explain
how the GAMC Board considered each of the uncertainties, risks and other potentially
negative factors concerning the Business Combination.
20.We note your revised disclosure in response to prior comment 42, which we reissue in
part. Please revise your conflicts of interest disclosure to highlight all material interests in
the transaction held by the sponsor and the company’s officers and directors, including
any fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company. Please clarify how the board considered these
conflicts in negotiating and recommending the business combination.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business
Combination, page 122
21.We note your response to comment 45 and reissue the comment. Please amend your
discussion to include the tax consequences of all of the transactions covered by this
proxy/registration statement, including the merger. See Item 4(a)(6) of Form S-4.
22.We note that you are no longer providing a tax opinion in connection with the
proxy/registration statement. Please provide your analysis as to why a tax opinion is not
necessary given your disclosure on material U.S. federal income tax considerations in
connection with the business combination.

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 Comapany NameGolden Arrow Merger Corp.
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Timothy Babich
Golden Arrow Merger Corp.
May 7, 2024
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Information About Bolt Threads, page 147
23.We note your response to comment 47 and reissue the comment in part. Please revise to
discuss how you concluded an assumed market penetration by Bolt Threads of
approximately 1%, and how you calculated your expected average sales price. Please also
revise to disclose the estimated percentage of the total addressable market occupied by
your current customer base.
24.We note your response to comment 48 including your disclosure on page 147 that "in
early 2023, we shifted our focus away from our other commercial products and product
candidates to focus on the commercialization and development of b-silk." Please revise to
explain what you mean by "shifted our focus away" and clarify what the current stage of
development and commercialization is for your products and product candidates. For
example, please clarify whether Microsilk and Mylo are still being sold and/or developed.
Certifications, Evaluations, and Surveys, page 149
25.We acknowledge your revised disclosure in response to prior comment 49. You disclose
on page 149 that b-silk has obtained various certifications from the USDA, Eurofins
Scientific and Aktiengesellschaft, which “instill confidence that [your] products