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May 30, 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. 2 to Registration Statement on Form S-4
Filed May 13, 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 May 7, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed May 13, 2024
Cover Page
1.Please revise your cover page disclosure to note that GAMC's securities listed on Nasdaq
may be suspended from trading or delisted because GAMC's extension of the termination
date to September 19, 2024 contravenes Nasdaq IM 5101-2. In particular, please disclose
that GAMC attended a hearing before the Nasdaq Hearings Panel on May 16, 2024, and
discuss the outcome of the hearing. Please also include a cross reference to the risk factor
disclosure on page 61.
Risk Factors
A limited number of customers, distributors and collaboration partners account for a material
portion of our revenue and they may..., page 44
2.We note your response to comment 4 and reissue the comment in part. Please revise to

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 30, 2024 Page 2
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
May 30, 2024
Page 2
disclose the minimum purchase requirements pursuant to the supply and license
agreement with Vegamour.
The Second Extension contravenes Nasdaq rules and, as a result, may lead Nasdaq to suspend
trading in our securities..., page 61
3.We note your response to comment 5. Please further revise your disclosure to more fully
discuss the risk to investors from GAMC's securities potentially being delisted prior to
completion of the business combination. In addition, please discuss the potential impact of
required compliance with Rule 419 if GAMC's securities are delisted from Nasdaq. Please
also elaborate further on each of the material adverse consequences disclosed on page 62.
The Background of the Business Combination, page 98
4.We note your response to comment 12 and reissue the comment in part. Please revise to
explain how BTIG identified Bolt Threads as a potential target for the business
combination.
5.We note your response to comment 13. Please revise to discuss Bolt Threads’ estimates
for addressable market by market segmentation, customer sales pipeline information,
potential material costs based on production volume, and potential income statements
dependent on achievement of revenue goals.
6.We note your response to comment 14 and reissue the comment in part. Please revise to
further elaborate on GAMC management's calculations for arriving at the valuation of
$250 million for Bolt Threads. In particular, please explain how each of the factors,
including the total addressable market of $3.3 billion to $4.0 billion, was weighed in order
to reach the final valuation amount.
The GAMC Board's Reasons for the Approval of the Business Combination, page 107
7.We note your response to comment 19 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.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business
Combination, page 126
8.We note your responses to comments 21 and 22, but we are not persuaded by your
response and reissue the comment. We refer to your disclosure on page 2 of Annex A that
"it is intended that the Merger shall qualify as a reorganization within the meaning of
Section 369(a) of the Code, that Bolt Threads, Merger Sub and GAMC are parties to such
reorganization within the meaning of Section 368(b) of the Code..." Please provide a tax
opinion covering the material tax consequences of the merger and state that the disclosure
in this section represents the opinion of counsel.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 30, 2024 Page 3
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
May 30, 2024
Page 3
Information About Bolt Threads, page 151
9.We note your response to comment 23. We also note your revised disclosure that your
"expected average sale price of b-silk [is] based on [y]our historical sales and internal
sales forecasts". Please revise to discuss these internal sales forecasts.
            Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jason Simon, Esq.