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Correspondence 0001213900-24-035366 from Bolt Projects Holdings, Inc. (BSLK)

Bolt Projects Holdings, Inc.
Date: April 23, 2024 · CIK: 0001841125 · Accession: 0001213900-24-035366

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File numbers found in text: 333-276849

Referenced dates: February 29, 2024

Date
April 23, 2024
Author
Not clearly detected
Form
CORRESP
Company
Bolt Projects Holdings, Inc.

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 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

Re: Golden Arrow Merger Corp.

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

Show Raw Text
CORRESP
1
filename1.htm

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