Correspondence 0001213900-24-060544 from Bolt Projects Holdings, Inc. (BSLK)
Bolt Projects Holdings, Inc.
Date: July 10, 2024 · CIK: 0001841125 · Accession: 0001213900-24-060544
AI Filing Summary & Sentiment
File numbers found in text: 333-276849
Referenced dates: June 28, 2024
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CORRESP
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filename1.htm
July 10, 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.
Amendment No. 4 to Registration Statement on Form S-4
Filed June 20, 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 June 28, 2024 (the “Comment Letter”) with respect to the above referenced Amendment No. 4 to Registration
Statement on Form S-4, filed by the Company on June 20, 2024.
The Company has filed via EDGAR Amendment No. 5
to the Registration Statement on Form S-4 (the “Amendment No. 5 to the Registration Statement”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. 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. 5 to the Registration Statement. Capitalized terms
used but not defined herein have the meanings set forth in Amendment No. 5 to the Registration Statement.
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.
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.
Response: In response to the Staff’s comment,
the disclosure on pages 105-106 of Amendment No. 5 to the Registration Statement has been revised.
As noted in the Registration Statement, the estimated
total addressable market figure for b-silk disclosed in the Registration Statement represents the product obtained by multiplying
(i) the 390,000 tons of silicone products sold each year in the personal care and consumer products sector, (ii) an assumed market
penetration by Bolt Threads of 1%, and (iii) Bolt Threads’ targeted pricing for b-silk, which was calculated based on an
assumed average sale price of b-silk and Bolt Threads’ historical sales and internal sales forecasts. For the Staff’s
benefit, Bolt Threads supplementally notes to the Staff that its typical starting point in negotiating sales price for b-silk is
approximately $[***]. The $3 billion revenue opportunity figure cited in the Registration Statement assumes an average sales price
of $[***].
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.
Response: In response to the Staff’s comment,
the disclosure on page 133 of Amendment No. 5 to the Registration Statement has been revised.
CONFIDENTIAL TREATMENT REQUESTED
BY GOLDEN ARROW MERGER CORP.
July 10, 2024
Page 2
We thank the Staff in advance for its consideration
of the foregoing. If you have any questions related to this letter, please contact the undersigned at (703) 749-1386.
Sincerely,
/s/ Jason Simon
Jason Simon
cc:
Timothy Babich – Chief Executive Officer
CONFIDENTIAL TREATMENT REQUESTED
BY GOLDEN ARROW MERGER CORP.