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SEC Comment Letter 0000000000-24-007307 to Bolt Projects Holdings, Inc. (BSLK)

Bolt Projects Holdings, Inc.
Date: June 28, 2024 · CIK: 0001841125 · Accession: 0000000000-24-007307

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File numbers found in text: 333-276849

Date
June 28, 2024
Author
Tracey Houser
Form
UPLOAD
Company
Bolt Projects Holdings, Inc.

Letter

United States securities and exchange commission logo June 28, 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. 4 to Registration Statement on Form S-4 Filed June 20, 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 June 12, 2024 letter. Amendment No. 4 to Registration Statement on Form S-4 filed June 20, 2024 The Background of the Business Combination, page 101 1.We note your response to comment 1 and reissue the comment in part. Please expand your disclosure to explain how Bolt Threads calculated its total served addressable market of $400 million, including Bolt Threads' targeted pricing for b-silk. Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination, page 132 2.We note your response to comment 3. Please also revise the disclosure in this section 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.

FirstName LastNameTimothy Babich Comapany NameGolden Arrow Merger Corp. June 28, 2024 Page 2 FirstName LastName Timothy Babich Golden Arrow Merger Corp. June 28, 2024 Page 2 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 28, 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. 4 to Registration Statement on Form S-4
Filed June 20, 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 June 12, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed June 20, 2024
The Background of the Business Combination, page 101
1.We note your response to comment 1 and reissue the comment in part. Please expand your
disclosure to explain how Bolt Threads calculated its total served addressable market of
$400 million, including Bolt Threads' targeted pricing for b-silk.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business
Combination, page 132
2.We note your response to comment 3. Please also revise the disclosure in this section 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.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 June 28, 2024 Page 2
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
June 28, 2024
Page 2
            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.