Correspondence 0001213900-24-035366 from Bolt Projects Holdings, Inc. (BSLK)
Bolt Projects Holdings, Inc.
Date: April 23, 2024 · CIK: 0001841125 · Accession: 0001213900-24-035366
AI Filing Summary & Sentiment
File numbers found in text: 333-276849
Referenced dates: February 29, 2024
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April 23, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Juan Grana and Jane Park
Re: Golden Arrow Merger Corp.
Registration Statement on Form S-4
Filed February 2, 2024
File No. 333-276849
FOIA
Confidential Treatment Request
Under
17 C.F.R. §200.83
Dear Mr. Grana and Ms. Park:
On behalf of Golden Arrow Merger Corp. (the “Company”),
we are hereby responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth
in your letter dated February 29, 2024 (the “Comment Letter”) with respect to the above referenced Registration Statement
on Form S-4, filed by the Company on February 2, 2024.
The Company has filed via EDGAR Amendment No.
1 to the Registration Statement on Form S-4 (the “Amendment No. 1 to the Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information.
The Company respectfully requests confidential
treatment for certain portions of this letter pursuant to Rule 83 of the Commissions’ Rules on Information and Requests, 17 C.F.R.
§ 200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the
information discussed in this letter. The copy filed herewith omits the information subject to the confidentiality request. Omissions
are designated as [***]. A complete version has been provided to the Commission.
For ease of reference, the text of each of the Staff’s
comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response. All page
references in the responses set forth below refer to page numbers in Amendment No. 1 to the Registration Statement. Capitalized terms
used but not defined herein have the meanings set forth in Amendment No. 1 to the Registration Statement.
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;
CONFIDENTIAL TREATMENT REQUESTED BY GOLDEN ARROW MERGER CORP.
April 23, 2024
Page 2
● 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 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.
Response: In response to the Staff’s
comment, the disclosure on the cover page and page 13 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: Response: In response to
the Staff’s comment, the disclosure on the cover page of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: Response: In response to
the Staff’s comment, the disclosure on the cover page of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: Response: In response to
the Staff’s comment, the disclosure on the cover page of Amendment No. 1 to the Registration Statement has been revised to clarify
that the company will not be considered a “controlled company” as defined under the Nasdaq listing rules.
CONFIDENTIAL TREATMENT REQUESTED BY GOLDEN ARROW MERGER CORP.
April 23, 2024
Page 3
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.
Response: Response: In response to the Staff’s
comment, the disclosure on pages 71 to 72 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: Response: In response to the Staff’s
comment, the disclosure on page 15, 23, and 66 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: Response: In response to the Staff’s
comment, the disclosure on page 11 to 13 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: In response to the Staff’s comment,
the disclosure on page 13 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: In response to the
Staff’s comment, the disclosure on pages 11 to 13, 56 to 58 and 67 to 68 of Amendment No. 1 to the Registration Statement has
been revised.
CONFIDENTIAL TREATMENT REQUESTED BY GOLDEN ARROW MERGER CORP.
April 23, 2024
Page 4
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.
Response: In response to the Staff’s
comment, the disclosure on pages 11 to 13 and 56 to 58 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: In response to the Staff’s
comment, the disclosure on page 14 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: In response to the Staff’s
comment, the disclosure on page 15 of Amendment No. 1 to the Registration Statement has been revised.
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 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.
Response: In response to the Staff’s
comment, the disclosure on page 16 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: In response to the Staff’s
comment, the disclosure on page 27 of Amendment No. 1 to the Registration Statement has been revised.
CONFIDENTIAL TREATMENT REQUESTED BY GOLDEN ARROW MERGER CORP.
April 23, 2024
Page 5
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.
Response: In response to the Staff’s
comment, the disclosure on page 35 of Amendment No. 1 to the Registration Statement has been revised.
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.
Response: In response to the Staff’s
comment, the disclosure on pages 38 to 39 of Amendment No. 1 to the Registration Statement has been revised.
17. We note your disclosure on page 191 that the Proposed Certificate
of Incorporation and Amended and Restated Bylaws will provide indemnificat