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SEC Comment Letter 0000000000-24-006733 to Bolt Projects Holdings, Inc. (BSLK)

Bolt Projects Holdings, Inc.
Date: June 12, 2024 · CIK: 0001841125 · Accession: 0000000000-24-006733

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File numbers found in text: 333-276849

Date
June 12, 2024
Author
Tracey Houser
Form
UPLOAD
Company
Bolt Projects Holdings, Inc.

Letter

United States securities and exchange commission logo June 12, 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. 3 to Registration Statement on Form S-4 Filed June 5, 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 30, 2024 letter. Amendment No. 3 to Registration Statement on Form S-4 filed June 5, 2024 The Background of the Business Combination, page 100 1.We note your response to comment 5 and reissue the comment. We note your disclosure on page 103 that "[o]n July 26, 2023, GAMC and Bolt Threads entered into a confidentiality agreement after which Bolt Threads shared a data room with additional information, including a corporate presentation, financial documents and certain draft projected financial information". We also note that the "draft projected financial information provided included 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." Please revise to disclose the draft projected financial information, including Bolt Threads’ estimates for addressable market by market segmentation, customer sales pipeline information, potential material costs based on production volume,

FirstName LastNameTimothy Babich Comapany NameGolden Arrow Merger Corp. June 12, 2024 Page 2 FirstName LastName Timothy Babich Golden Arrow Merger Corp. June 12, 2024 Page 2 and potential income statements dependent on achievement of revenue goals. Please also revise your disclosure here or on page 154 to disclose Bolt Threads' forecasted sales in 2024, 2025 and 2026. 2.We note your response to comment 6 and reissue the comment. Please revise to quantitatively explain how GAMC management calculated a valuation of $250 million for Bolt Threads. Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination, page 129 3.We note your response to comment 8 and reissue the comment in part. Please revise to state that the disclosure in this section, including with regard to each material U.S. tax consequence discussed, represents the opinion of counsel. We note your disclosure on page 130 that "GAMC did not obtain a tax opinion regarding the U.S. federal income tax consequences of the Business Combination, including the conversion of GAMC Class A Common Stock." Key Factors Affecting Our Results and Performance, page 176 4.We note that your revised disclosure on page 176 reinstates your previous statement that you decided to “shift your strategic focus away from Mylo” in early 2023. However, you continue to disclose on page 161 that you made a decision to “discontinue Mylo’s commercial development to focus on b-silk.” Please revise to clarify the current stage of development and commercialization of Mylo and reconcile your disclosures accordingly. 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.

Show Raw Text
United States securities and exchange commission logo
June 12, 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. 3 to Registration Statement on Form S-4
Filed June 5, 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 30, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed June 5, 2024
The Background of the Business Combination, page 100
1.We note your response to comment 5 and reissue the comment. We note your disclosure
on page 103 that "[o]n July 26, 2023, GAMC and Bolt Threads entered into a
confidentiality agreement after which Bolt Threads shared a data room with additional
information, including a corporate presentation, financial documents and certain draft
projected financial information". We also note that the "draft projected financial
information provided included 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." Please revise to disclose the draft projected financial information,
including Bolt Threads’ estimates for addressable market by market segmentation,
customer sales pipeline information, potential material costs based on production volume,

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 June 12, 2024 Page 2
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
June 12, 2024
Page 2
and potential income statements dependent on achievement of revenue goals. Please also
revise your disclosure here or on page 154 to disclose Bolt Threads' forecasted sales in
2024, 2025 and 2026.
2.We note your response to comment 6 and reissue the comment. Please revise to
quantitatively explain how GAMC management calculated a valuation of $250 million for
Bolt Threads.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business
Combination, page 129
3.We note your response to comment 8 and reissue the comment in part. Please revise to
state that the disclosure in this section, including with regard to each material U.S. tax
consequence discussed, represents the opinion of counsel. We note your disclosure on
page 130 that "GAMC did not obtain a tax opinion regarding the U.S. federal income tax
consequences of the Business Combination, including the conversion of GAMC Class A
Common Stock."
Key Factors Affecting Our Results and Performance, page 176
4.We note that your revised disclosure on page 176 reinstates your previous statement that
you decided to “shift your strategic focus away from Mylo” in early 2023. However, you
continue to disclose on page 161 that you made a decision to “discontinue Mylo’s
commercial development to focus on b-silk.” Please revise to clarify the current stage of
development and commercialization of Mylo and reconcile your disclosures accordingly.
            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.