SecProbe.io

CORRESP
 1
 filename1.htm

 Bolt Projects Holdings, Inc.

 2261 Market Street, Suite 5447

 San Francisco, California 94114

 September 29, 2025

 VIA EDGAR

 Division of Corporation Finance
U.S. Securities and Exchange Commission

 100 F Street, N.E.
Washington, D.C. 20549-6010

 Attention:
 Robert Augustin

 Re:
 Bolt Projects Holdings, Inc.

 Registration Statement on Form S-1 (File No. 333- 290557)

 To the addressee set forth above:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form
S-1 (File No. 333- 290557) (the " Registration Statement ") of Bolt Projects Holdings, Inc. (the " Company ").
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on September 30, 2025, or as soon
as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

 Thank you for your assistance in this matter.

 [ Signature page follows ]

 Sincerely,

 Bolt Projects Holdings, Inc.

 By:
 /s/ Paul Slattery

 Name:
 Paul Slattery

 Title:
 General Counsel and Corporate Secretary

 cc:
 Dan Widmaier, Bolt Projects Holdings, Inc.

 Randy Befumo, Bolt Projects Holdings, Inc.

 Drew Capurro, Latham & Watkins LLP

 [Signature Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 29, 2025

Daniel Widmaier
Chief Executive Officer
Bolt Projects Holdings, Inc.
650 Town Center Drive
20th Floor
Costa Mesa, CA 92626

 Re: Bolt Projects Holdings, Inc.
 Registration Statement of Form S-1
 Filed September 26, 2025
 File No. 333-290557
Dear Daniel Widmaier:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Drew Capurro
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Bolt Projects Holdings, Inc.

 2261 Market Street, Suite
5447

 San Francisco, CA 94114

 August 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Bolt Projects Holdings, Inc.

 Registration Statement on Form S-1

 File No. 333-289821

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (the "Registration Statement") of Bolt Projects Holdings, Inc. We
respectfully request that the Registration Statement become effective as of 5:00 p.m. Eastern Time on September 2, 2025, or as soon as
practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

 Thank you for your assistance in this matter.

 Very truly yours,

 BOLT
 PROJECTS HOLDINGS, Inc.

 By:
 /s/ Paul Slattery

 Paul Slattery

 General Counsel and Secretary

 cc:
 Daniel Widmaier, Bolt Projects Holdings, Inc.

 Randy Befumo, Bolt Projects Holdings, Inc.

 Drew Capurro, Latham & Watkins LLP

August 25, 2025
Daniel Widmaier
Chief Executive Officer
Bolt Projects Holdings, Inc.
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Re:Bolt Projects Holdings, Inc.
Registration Statement of Form S-1
Filed August 22, 2025
File No. 333-289821
Dear Daniel Widmaier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Drew Capurro

April 1, 2025
Daniel Widmaier
Chief Executive Officer
Bolt Projects Holdings, Inc.
2261 Market Street
Suite 5447
San Francisco, CA 94114
Re:Bolt Projects Holdings, Inc.
Registration Statement on Form S-1
Filed March 25, 2025
File No. 333-286083
Dear Daniel Widmaier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Drew Capurro

CORRESP
 1
 filename1.htm

 Bolt Projects Holdings, Inc.

 2261 Market Street, Suite 5447

 San Francisco, CA 94114

 April 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Bolt Projects Holdings, Inc.

 Registration Statement on Form S-1

 File No. 333-286083

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C
of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") of Bolt Projects Holdings, Inc.
We respectfully request that the Registration Statement become effective as of 5:30 p.m. Eastern Time on April 3, 2025, or as soon as
practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

 Thank you for your assistance in this matter.

 Very truly yours,

 BOLT PROJECTS HOLDINGS, Inc.

 By:
 /s/ Paul Slattery

 Paul Slattery

 General Counsel and Secretary

 cc:
 Daniel Widmaier, Bolt Projects Holdings, Inc.

 Randy Befumo, Bolt Projects Holdings, Inc.

 Drew Capurro, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 Bolt Projects Holdings, Inc.

 2261 Market Street, Suite 5447

 San Francisco, CA 94114

 March 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Bolt Projects Holdings, Inc.

 Registration Statement on Form S-1

 File No. 333-284964

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C
of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") of Bolt Projects Holdings, Inc.
We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on March 27, 2025, or as soon as
practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

 Thank you for your assistance in this matter.

 Very truly yours,

 BOLT PROJECTS HOLDINGS, Inc.

 By:
 /s/ Paul Slattery

 Paul Slattery

 General Counsel and Secretary

 cc:
 Daniel Widmaier, Bolt Projects Holdings, Inc.

 Randy Befumo, Bolt Projects Holdings, Inc.

 Drew Capurro, Latham & Watkins LLP

February 19, 2025
Daniel Widmaier
Chief Executive Officer
Bolt Projects Holdings, Inc.
2261 Market Street, Suite 5447
San Francisco, CA 94114
Re:Bolt Projects Holdings, Inc.
Registration Statement on Form S-1
Filed February 14, 2025
File No. 333-284964
Dear Daniel Widmaier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Drew Capurro, Esq.

CORRESP
1
filename1.htm

Bolt Projects Holdings, Inc.

2261 Market Street, Suite 5447

San Francisco, CA 94114

September 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: J. Conlon Danberg

Re:  Bolt Projects Holdings, Inc.

Registration Statement on Form S-1

File No. 333-282014

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) of Bolt Projects Holdings, Inc. We
respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on September 23, 2024, or as soon as
practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

    Very truly yours,

    BOLT PROJECTS HOLDINGS, Inc.

    By:
    /s/ Paul Slattery

    Paul Slattery

    General Counsel and Secretary

cc:  Daniel Widmaier, Bolt Projects Holdings, Inc.

Randy Befumo, Bolt Projects Holdings, Inc.

Drew Capurro, Latham & Watkins LLP

September 13, 2024
Daniel Widmaier
Chief Executive Officer
Bolt Projects Holdings, Inc.
2261 Market Street, Suite 5447
San Francisco, CA 94114
Re:Bolt Projects Holdings, Inc.
Registration Statement on Form S-1
Filed September 9, 2024
File No. 333-282014
Dear Daniel Widmaier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Drew Capurro, Esq.

CORRESP
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GOLDEN
ARROW MERGER CORP.

10 E. 53rd Street, 13th Floor

New York, NY 10022

July 18, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Juan Grana and Jane Park

 Re: Golden Arrow Merger Corp.

Registration Statement on Form S-4

Filed February 2, 2024, as amended

File No. 333-276849

Dear Mr. Grana and Ms. Park:

Golden Arrow Merger Corp. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-4, as amended (File No. 333-276849), be
accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 5:00 p.m., Eastern time,
on Thursday, July 18, 2024, or as soon thereafter as possible.

Once the Registration Statement has been declared
effective, please contact our counsel, Jason Simon of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that event or if you
have any questions or require additional information regarding this matter.

[Remainder of page intentionally left blank.]

    Sincerely,

    GOLDEN ARROW MERGER CORP.

    By:
    /s/ Timothy Babich

    Name:
    Timothy Babich

    Title:
    Chief Executive Officer

[Signature
Page to Acceleration Request]

CORRESP
1
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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.

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.

CORRESP
1
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June 20, 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. 3 to Registration Statement on Form S-4

Filed June 5, 2024

File No. 333-276849

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 12, 2024 (the “Comment Letter”) with respect to the above referenced Amendment No. 3 to Registration
Statement on Form S-4, filed by the Company on June 5, 2024.

The Company has filed via EDGAR Amendment No. 4
to the Registration Statement on Form S-4 (the “Amendment No. 4 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. 4 to the Registration Statement. Capitalized terms
used but not defined herein have the meanings set forth in Amendment No. 4 to the Registration Statement.

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, 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.

Response: In response to the Staff’s comment,
the disclosure on page 105 of Amendment No. 4 to the Registration Statement has been revised. With respect to the Staff’s comment requesting disclosure of Bolt Threads’ forecasted sales in 2024, 2025 and 2026, the Company and Bolt
Threads respectfully note that the reference to Bolt Threads’ forecasts for those years has been removed from Amendment No. 4 to the Registration
Statement following conversations with members of the Staff. The Company and Bolt Threads have additionally revised the disclosure on
pages 106 and 157 of Amendment No. 4 to the Registration Statement to provide further detail regarding Bolt Threads’ estimate of its
total addressable market.

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.

Response: In response to the Staff’s comment,
the disclosure on pages 105-107 of Amendment No. 4 to the Registration Statement has been revised.

June 20, 2024

Page 2

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."

Response: In response to the Staff’s comment,
the disclosure on pages 132-133 of Amendment No. 4 to the Registration Statement has been revised.

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.

Response: In response to the Staff’s comment,
the disclosure on page 179 of Amendment No. 4 to the Registration Statement has been revised.

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

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.

CORRESP
1
filename1.htm

June 5, 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. 2 to Registration Statement on Form S-4

Filed May 13, 2024

File No. 333-276849

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 May 30, 2024 (the “Comment Letter”) with respect to the above referenced Amendment No. 2 to Registration
Statement on Form S-4, filed by the Company on May 13, 2024.

The Company has filed via EDGAR Amendment No. 3
to the Registration Statement on Form S-4 (the “Amendment No. 3 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. 3 to the Registration Statement. Capitalized terms
used but not defined herein have the meanings set forth in Amendment No. 3 to the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-4

Cover Page

 1. Please
revise your cover page disclosure to note that GAMC’s securities listed on Nasdaq may be suspended from trading or delisted because GAMC’s
extension of the termination date to September 19, 2024 contravenes Nasdaq IM 5101-2. In particular, please disclose that GAMC attended
a hearing before the Nasdaq Hearings Panel on May 16, 2024, and discuss the outcome of the hearing. Please also include a cross reference
to the risk factor disclosure on page 61.

Response: In response to the Staff’s comment,
the cover page of Amendment No. 3 to the Registration Statement has been revised.

Risk Factors

A limited number of customers, distributors and collaboration
partners account for a material portion of our revenue and they may..., page 44

    2.
    We note your response to
comment 4 and reissue the comment in part. Please revise to disclose the minimum purchase requirements pursuant to the supply and license
agreement with Vegamour.

Response: In response to the Staff’s comment,
the disclosure on page 44 of Amendment No. 3 to the Registration Statement has been revised.

June 5, 2024

Page 2

The Second Extension contravenes Nasdaq rules and, as a result,
may lead Nasdaq to suspend trading in our securities..., page 61

    3.
    We note your response to comment 5. Please further revise your disclosure to more fully discuss the risk to investors from GAMC’s securities potentially being delisted prior to completion of the business combination. In addition, please discuss the potential impact of required compliance with Rule 419 if GAMC’s securities are delisted from Nasdaq. Please also elaborate further on each of the material adverse consequences disclosed on page 62.

Response: In response to the Staff’s comment,
the disclosure on pages 61 to 63 of Amendment No. 3 to the Registration Statement has been revised.

The Background of the Business Combination, page 98

    4.
    We note your response to comment 12 and reissue the comment in part. Please revise to explain how BTIG identified Bolt Threads as a potential target for the business combination.

Response: In response to the Staff’s comment,
the disclosure on page 103 of Amendment No. 3 to the Registration Statement has been revised.

    5.
    We note your response to comment 13. Please revise to discuss 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.

Response: In response to the Staff’s comment,
the disclosure on page 104 of Amendment No. 3 to the Registration Statement has been revised.

    6.

    We note your response to comment 14 and reissue the comment
in part. Please revise to further elaborate on GAMC management’s calculations for arriving at the valuation of $250 million for Bolt
Threads. In particular, please explain how each of the factors, including the total addressable market of $3.3 billion to $4.0 billion,
was weighed in order to reach the final valuation amount.

Response: In response to the Staff’s comment,
the disclosure on page 105 of Amendment No. 3 to the Registration Statement has been revised.

The GAMC Board’s Reasons for the Approval of the Business
Combination, page 107

    7.
    We note your response to comment 19 and reissue the comment. Please revise to explain how the GAMC Board considered each of the uncertainties, risks and other potentially negative factors concerning the business combination.

Response: In response to the Staff’s comment,
the disclosure on pages 110 to 111 of Amendment No. 3 to the Registration Statement has been revised.

June 5, 2024

Page 3

Material U.S. Federal Income Tax Considerations of the

Redemption Rights and the Business Combination, page 126

    8.
    We note your responses to comments 21 and 22, but we are not persuaded by your response and reissue the comment. We refer to your disclosure on page 2 of Annex A that “it is intended that the Merger shall qualify as a reorganization within the meaning of Section 369(a) of the Code, that Bolt Threads, Merger Sub and GAMC are parties to such reorganization within the meaning of Section 368(b) of the Code...” Please provide a tax opinion covering the material tax consequences of the merger and state that the disclosure in this section represents the opinion of counsel.

Response: In response to the Staff’s comment, the Company has filed a tax opinion as Exhibit 8.1 of Amendment No. 3 to the Registration Statement.

Information About Bolt Threads, page 147

    9.
    We note your response to comment 23. We also note your revised disclosure that your “expected average sale price of b-silk [is] based on [y]our historical sales and internal sales forecasts”. Please revise to discuss these internal sales forecasts.

Response: In response to the Staff’s comment,
the disclosure on page 154 of Amendment No. 3 to the Registration Statement has been revised.

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

United States securities and exchange commission logo
May 30, 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. 2 to Registration Statement on Form S-4
Filed May 13, 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 7, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed May 13, 2024
Cover Page
1.Please revise your cover page disclosure to note that GAMC's securities listed on Nasdaq
may be suspended from trading or delisted because GAMC's extension of the termination
date to September 19, 2024 contravenes Nasdaq IM 5101-2. In particular, please disclose
that GAMC attended a hearing before the Nasdaq Hearings Panel on May 16, 2024, and
discuss the outcome of the hearing. Please also include a cross reference to the risk factor
disclosure on page 61.
Risk Factors
A limited number of customers, distributors and collaboration partners account for a material
portion of our revenue and they may..., page 44
2.We note your response to comment 4 and reissue the comment in part. Please revise to

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 30, 2024 Page 2
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
May 30, 2024
Page 2
disclose the minimum purchase requirements pursuant to the supply and license
agreement with Vegamour.
The Second Extension contravenes Nasdaq rules and, as a result, may lead Nasdaq to suspend
trading in our securities..., page 61
3.We note your response to comment 5. Please further revise your disclosure to more fully
discuss the risk to investors from GAMC's securities potentially being delisted prior to
completion of the business combination. In addition, please discuss the potential impact of
required compliance with Rule 419 if GAMC's securities are delisted from Nasdaq. Please
also elaborate further on each of the material adverse consequences disclosed on page 62.
The Background of the Business Combination, page 98
4.We note your response to comment 12 and reissue the comment in part. Please revise to
explain how BTIG identified Bolt Threads as a potential target for the business
combination.
5.We note your response to comment 13. Please revise to discuss 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.
6.We note your response to comment 14 and reissue the comment in part. Please revise to
further elaborate on GAMC management's calculations for arriving at the valuation of
$250 million for Bolt Threads. In particular, please explain how each of the factors,
including the total addressable market of $3.3 billion to $4.0 billion, was weighed in order
to reach the final valuation amount.
The GAMC Board's Reasons for the Approval of the Business Combination, page 107
7.We note your response to comment 19 and reissue the comment. Please revise to explain
how the GAMC Board considered each of the uncertainties, risks and other potentially
negative factors concerning the business combination.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business
Combination, page 126
8.We note your responses to comments 21 and 22, but we are not persuaded by your
response and reissue the comment. We refer to your disclosure on page 2 of Annex A that
"it is intended that the Merger shall qualify as a reorganization within the meaning of
Section 369(a) of the Code, that Bolt Threads, Merger Sub and GAMC are parties to such
reorganization within the meaning of Section 368(b) of the Code..." Please provide a tax
opinion covering the material tax consequences of the merger and state that the disclosure
in this section represents the opinion of counsel.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 30, 2024 Page 3
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
May 30, 2024
Page 3
Information About Bolt Threads, page 151
9.We note your response to comment 23. We also note your revised disclosure that your
"expected average sale price of b-silk [is] based on [y]our historical sales and internal
sales forecasts". Please revise to discuss these internal sales forecasts.
            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.

CORRESP
1
filename1.htm

May 13, 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. 1 to Registration Statement on Form S-4

Filed April 23, 2024

File No. 333-276849

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 May 7, 2024 (the “Comment Letter”) with respect to the above referenced Amendment No. 1 to Registration
Statement on Form S-4, filed by the Company on April 23, 2024.

The Company has filed via EDGAR Amendment No. 2
to the Registration Statement on Form S-4 (the “Amendment No. 2 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. 2 to the Registration Statement. Capitalized terms
used but not defined herein have the meanings set forth in Amendment No. 2 to the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4

Questions and Answers about the Business Combination

Q: What interests do GAMC’s current officers
and directors have in the Business Combination?, page 15

 1. We note your response to comment 12 and reissue the comment in part. Please revise to disclose any out-of-pocket expenses incurred
by the GAMC Board.

Response: In response to the Staff’s
comment, the disclosure on pages 16, 73, 93 and 109 of Amendment No. 2 to the Registration Statement has been revised.

May 13, 2024

Page 2

Q. Did the GAMC Board obtain a third-party
valuation or fairness opinion in determining whether to proceed with the Business Combination?, page 16

 2. We note your response to comment 13. Please revise to further discuss how you valuated Bolt Threads. Please also briefly discuss
the “significant due diligence” conducted by GAMC’s management on Bolt Threads.

Response: Response: In response to
the Staff’s comment, the disclosure on pages 17 and 101 of Amendment No. 2 to the Registration Statement has been revised.

Risk Factors, page 37

 3. We note your response to comment 17 and the revised disclosure on page 206. Please revise to add risk factor disclosure discussing
the risk to investors stemming from the broader indemnification provisions in your Proposed Certificate of Incorporation and Amended and
Restated Bylaws.

 Response: Response: In response to the Staff’s
comment, the disclosure on page 60 of Amendment No. 2 to the Registration Statement has been revised.

A limited number of customers, distributors
and collaboration partners account for a material portion of our revenue and they may..., page 43

 4. We note your response to comment 20 but we are not persuaded by your response and reissue the comment in part. Please revise to
disclose the jurisdiction of Vegamour’s operations and expand your disclosure relating to the minimum purchase requirements and notice
requirements in connection with the termination provisions, as applicable. Please also revise to further discuss why you do not believe
that the customer concentration for 2023 will continue going forward. Finally, please also file the agreement as an exhibit to the registration
statement as required by Item 601(b)(10) of Regulation S-K.

 Response: Response: In response to the Staff’s
comment, the disclosure on pages 44 and 45 of Amendment No. 2 to the Registration Statement has been revised. Bolt Threads has additionally
filed the agreement, along with its amendments, as Exhibits 10.26, 10.26(a) and 10.26(b) to the Registration Statement.

May 13, 2024

Page 3

There can be no assurance that the Post-Combination
Company’s common stock will be approved for listing on Nasdaq ..., page 60

 5. Please revise your disclosure of the consequences of the post-business combination company failing
to meet listing standards to also discuss the consequences of GAMC’s securities being suspended and/or delisted from Nasdaq. In particular,
please disclose any impact to closing conditions in connection with the business combination and whether GAMC’s securities would become
subject to blue sky laws.

Response: In response to the Staff’s
comment, the disclosure on page 62 of Amendment No. 2 to the Registration Statement has been revised.

Unaudited Pro Forma Condensed Combined Financial
Information

Basis of Pro Forma Presentation, page 78

 6. We note your response to comment 24, including the change to the disclosures. However, you continue
to include reference to adjustments being required to be factually supportable and that only events that are not expected to have a continuing
impact are reflected in the pro forma condensed combined statement of operations and comprehensive loss, which is inconsistent with the
requirements in Article 11-02 of Regulation S-X. As previously requested, please revise your disclosures in the initial paragraph of this
section to fully comply with the presentation and recognition requirements in Article 11-02 of Regulation S-X. To the extent that you
include adjustments for events that will not have a continuing impact, ensure your note to these adjustments clearly disclose this in
the note to these types of adjustments.

Response: In response to the Staff’s comment,
the disclosure on page 81 of Amendment No. 2 to the Registration Statement has been revised.

 7. We reissue comment 25 in part. As previously requested, please revise your tabular presentation for the post-combination ownership
upon closing to only include those shares that will be outstanding and include all dilutive securities in a separate table or footnote
disclosure by type and by holder. The post-combination outstanding shares should agree to the shares used to calculate pro forma basic
earnings/(loss) per share. Also, it is unclear why you are including the Sponsor Earn-Out Shares, GAMC warrants, Bolt Threads RSUs that
require vesting, Bolt Threads warrants that will not be exercised in connection with the closing, and Bolt Threads options that either
require vesting or will not be exercised with the closing. In this regard, only shares to be issued to settle GAMC or Bolt Threads obligations
in connection with the closing could be considered outstanding and should be reflected as such in the pro forma financial information.
Address this comment for the same presentation presented elsewhere in the Form S-4.

Response: In response to the Staff’s comment,
Amendment No. 2 to the Registration Statement has been revised to move the presentation of the shares issuable to creditors subsequent
to closing the business combination to the post-combination ownership table on page 82, rather than having these shares presented as an
adjustment to shares used for the pro forma EPS purposes. In addition, the Company has expanded disclosures within note (5) on the table
on page 83 of Amendment No. 2 to the Registration Statement relating to why Bolt Threads RSUs subject to vesting conditions are not outstanding
upon the Closing. Further, the Company has added disclosures on page 91 of Amendment No. 2 to the Registration Statement relating to why
the Post-Combination Company has no dilutive securities. Relating to the Sponsor Earnout Shares, these are included in the post-combination
ownership table as they are legally outstanding securities held by the Sponsor (with full voting rights), however they are subject to
forfeiture if certain conditions are not met within a five year period following the Closing, and therefore not included in the share
count used to determine EPS. Regarding GAMC Warrants, these will remain liability classified post-combination, and are therefore not included
in the post-combination company ownership. The Company has included GAMC warrants, along with Bolt Threads warrants and Bolt Threads options
which are unvested or will not be automatically exercised in connection with the Business Combination, within the anti-dilutive securities
table on page 91 of Amendment No. 2 to the Registration Statement.

May 13, 2024

Page 4

 8. We note that you have removed the disclosures regarding the extension payments made by the Sponsor
via debt issuance during fiscal year 2024. While we understand the net impact of reflecting the receipt of cash and then repayment of
the note with the closing of the merger transaction is a net zero impact to the pro forma balance sheet, it would appear disclosure of
this transaction similar to the April 2024 Sponsor Note would be appropriate. Please provide your prior disclosures.

Response: In response to the Staff’s comment,
the disclosure on pages 83 and 84 of Amendment No. 2 to the Registration Statement has been revised.

Transaction Accounting Adjustments to the Unaudited Pro Forma
Condensed Combined Balance Sheet as of December 31, 2023, page 83

 9. With reference to note f, we note that you have estimated an additional $10.4 million of transaction
costs subsequent to December 31, 2023. We further note that you allocated all of these additional costs to Additional paid-in capital,
which suggests all of the transactions costs to be incurred will be Bolt Threads costs. Please confirm that GAMC has not and will not
incur any material transaction costs subsequent to December 31, 2023. Otherwise, please allocation the portion of the $10.4 million of
costs to be incurred by GAMC to accumulated deficit, and as previously requested in comment 28, include an adjustment to the pro forma
statement of operations to reflect the expense.

Response: In response to the Staff’s comment,
the Company has separated out GAMC and Bolt Threads transaction expenses and added a new tickmark q on the pro forma balance sheet on
page 87 of Amendment No. 2 to the Registration Statement, and tickmark gg on the pro forma statement of operations on page 89 of Amendment
No. 2 to the Registration Statement.

 10. With reference to note l, we note that the settlement of $8.75 million of deferred underwriting fees
to BTIG involves the payment of $500,000 and also the issuance of $5 million worth of post-combination company common stock at a maximum
of 650,000 shares. Please expand your disclosures and address the need to present additional adjustments to reflect the $500,000 cash
payment to BTIG. Also, please explain why $10.1 million in deferred underwriting fees was eliminated given the settlement was only for
$8.75 million of the deferred underwriting fees.

 Response: In response to the Staff’s comment,
the disclosure on pages 14, 78, 107 and 194 of Amendment No. 2 to the Registration Statement has been revised to disclose that the deferred
underwriting fee was $10,062,500 and not $8,750,000.

May 13, 2024

Page 5

Transaction Accounting Adjustments to the Unaudited Pro Forma
Condensed Combined

Statement of Operations and Comprehensive Loss for the Year,
page 86

 11. We re-issue comment 29. As previously requested, please provide all of the disclosures required by ASC 260-10-50-1 for the basic
and diluted per share computations for each period presented. Refer to Article 11- 02(a)(9) of Regulation S-X for guidance. In this regard,
it is unclear how you concluded that there are no dilutive securities subsequent to the merger transaction. In this regard, we note the
Sponsor Earn-Out Shares, GAMC warrants, Bolt Thread’s RSUs and options that require additional vesting, and Bolt Threads options
and warrants that will not be exercised with the merger transaction are required to be disclosed as anti-dilutive and not included in
calculating dilutive loss per share.

 Response: In response to the Staff’s comment,
the Company has expanded disclosures on page 91 of Amendment No. 2 to the Registration Statement, and now includes within the table of
anti-dilutive securities the unvested Bolt RSUs, vested and unvested Bolt options, and warrants (Bolt and GAMC) which will not be exercised
in connection with the Business Combination. The Sponsor Earnout Shares are legally outstanding securities which are subject to forfeiture,
and therefore are included in the post-combination ownership presentation but have been removed from the share count for the purposes
of calculating EPS.

The Background of the Business Combination, page 95

 12. We note your response to comment 31 and reissue the comment in part. We note your disclosure on page 98 that “On July 25,
2023, BTIG contacted GAMC management to introduce Bolt Threads, and the team held an introductory call to explore a potential business
combination.” Please revise to provide additional detail regarding how the negotiations with Bolt Threads were initiated, including
the identification of the individuals and/or parties who participated in this introductory call and the terms, if any, discussed on the
call.

Response: In response to the Staff’s
comment, the disclosure on page 101 of Amendment No. 2 to the Registration Statement has been revised.

 13. We note your response to comment 32 and reissue the comment in part. Please revise to further discuss the nature of the draft projected
financial information provided by Bolt Threads to GAMC. We note your disclosure on page 98 that “The GAMC Board did not review any
projected financial information or rely on management’s preliminary review of such information in considering or making its decision
to approve the Business Combination.” Please advise if the draft projected financial information was considered by GAMC as part of
its valuation of Bolt Threads.

Response: In response to the Staff’s
comment, the disclosure on page 102 of Amendment No. 2 to the Registration Statement has been revised.

May 13, 2024

Page 6

 14. We note your response to comment 33 and reissue the comment in part. Please revise to clearly explain how you reached the $250
million valuation for Bolt Threads. For example, we note your disclosure on page 98 that “In arriving at the pre-money enterprise
value of Bolt Threads, GAMC considered and assessed the total addressable market for existing products as well as pipeline products in
development; the depth of products under development and the capital needs to bring Bolt Threads to market; customer and potential customer
engagement and commercial activity; the capital, time, and effort to develop the existing intellectual property; on-site diligence; the
quality of founders and managements; the existing investors and financial strength and needs of the company; and comparable companies.”
Please revise to discuss how each of these factors was weighed as part of Bolt Threads’ valuation. Please also disclose the comparable
companies that were considered, how you calculated the total addressable market, and how you quantitatively evaluated the quality of founders
and management.

Response: In response to the Staff’s
comment, the disclosure on page 102 of Amendment No. 2 to the Registration Statement has been revised.

 15. We note your response to comment 34 and reissue the comment in part. Please revise to disclose the date BTIG was engaged by Bolt
Threads as its financial adviser in connection with the Business Combination, and disclose any consideration or payment received by BTIG
in connection with this role. Please also revise to provide more detail regarding the tax and due diligence findings provided to GAMC
on September 21, 2023 by CohnReznick.

 Response: In response to the Staff’s comment,
the disclosure on page 103 of Amendment No. 2 to the Registration Statement has been revised.

 16. We note your response to comment 35 and reissue the comment in part. Please revise your disclosure to discuss

United States securities and exchange commission logo
May 7, 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. 1 to Registration Statement on Form S-4
Filed April 23, 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 February 29, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers about the Business Combination
Q: What interests do GAMC's current officers and directors have in the Business Combination?,
page 15
1.We note your response to comment 12 and reissue the comment in part. Please revise
to disclose any out-of-pocket expenses incurred by the GAMC Board.
Q. Did the GAMC Board obtain a third-party valuation or fairness opinion in determining
whether to proceed with the Business Combination?, page 16
2.We note your response to comment 13. Please revise to further discuss how you valuated
Bolt Threads. Please also briefly discuss the "significant due diligence" conducted by
GAMC's management on Bolt Threads.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 7, 2024 Page 2
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
May 7, 2024
Page 2
Risk Factors, page 37
3.We note your response to comment 17 and the revised disclosure on page 206. Please
revise to add risk factor disclosure discussing the risk to investors stemming from the
broader indemnification provisions in your Proposed Certificate of Incorporation and
Amended and Restated Bylaws.
A limited number of customers, distributors and collaboration partners account for a material
portion of our revenue and they may..., page 43
4.We note your response to comment 20 but we are not persuaded by your response and
reissue the comment in part. Please revise to disclose the jurisdiction of Vegamour's
operations and expand your disclosure relating to the minimum purchase requirements and
notice requirements in connection with the termination provisions, as applicable. Please
also revise to further discuss why you do not believe that the customer concentration for
2023 will continue going forward. Finally, please also file the agreement as an exhibit to
the registration statement as required by Item 601(b)(10) of Regulation S-K.
There can be no assurance that the Post-Combination Company's common stock will be
approved for listing on Nasdaq ..., page 60
5.Please revise your disclosure of the consequences of the post-business combination
company failing to meet listing standards to also discuss the consequences of GAMC's
securities being suspended and/or delisted from Nasdaq. In particular, please disclose any
impact to closing conditions in connection with the business combination and whether
GAMC's securities would become subject to blue sky laws.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 78
6.We note your response to comment 24, including the change to the disclosures.  However,
you continue to include reference to adjustments being required to be factually
supportable and that only events that are not expected to have a continuing impact are
reflected in the pro forma condensed combined statement of operations and
comprehensive loss, which is inconsistent with the requirements in Article 11-02 of
Regulation S-X.  As previously requested, please revise your disclosures in the initial
paragraph of this section to fully comply with the presentation and recognition
requirements in Article 11-02 of Regulation S-X.  To the extent that you include
adjustments for events that will not have a continuing impact, ensure your note to these
adjustments clearly disclose this in the note to these types of adjustments.
7.We reissue comment 25 in part.  As previously requested, please revise your tabular
presentation for the post-combination ownership upon closing to only include those shares
that will be outstanding and include all dilutive securities in a separate table or footnote
disclosure by type and by holder. The post-combination outstanding shares should agree

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 7, 2024 Page 3
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
May 7, 2024
Page 3
to the shares used to calculate pro forma basic earnings/(loss) per share.  Also, it is unclear
why you are including the Sponsor Earn-Out Shares, GAMC warrants, Bolt Threads
RSUs that require vesting, Bolt Threads warrants that will not be exercised in connection
with the closing, and Bolt Threads options that either require vesting or will not be
exercised with the closing.  In this regard, only shares to be issued to settle GAMC or Bolt
Threads obligations in connection with the closing could be considered outstanding and
should be reflected as such in the pro forma financial information.  Address this comment
for the same presentation presented elsewhere in the Form S-4.
8.We note that you have removed the disclosures regarding the extension payments made by
the Sponsor via debt issuance during fiscal year 2024.  While we understand the net
impact of reflecting the receipt of cash and then repayment of the note with the closing of
the merger transaction is a net zero impact to the pro forma balance sheet, it would appear
disclosure of this transaction similar to the April 2024 Sponsor Note would be
appropriate. Please provide your prior disclosures.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance
Sheet as of December 31, 2023, page 83
9.With reference to note f, we note that you have estimated an additional $10.4 million of
transaction costs subsequent to December 31, 2023.  We further note that you allocated all
of these additional costs to Additional paid-in capital, which suggests all of the
transactions costs to be incurred will be Bolt Threads costs.  Please confirm that GAMC
has not and will not incur any material transaction costs subsequent to December 31,
2023.  Otherwise, please allocation the portion of the $10.4 million of costs to be incurred
by GAMC to accumulated deficit, and as previously requested in comment 28, include an
adjustment to the pro forma statement of operations to reflect the expense.
10.With reference to note l, we note that the settlement of $8.75 million of deferred
underwriting fees to BTIG involves the payment of $500,000 and also the issuance of $5
million worth of post-combination company common stock at a maximum of 650,000
shares.  Please expand your disclosures and address the need to present additional
adjustments to reflect the $500,000 cash payment to BTIG.  Also, please explain why
$10.1 million in deferred underwriting fees was eliminated given the settlement was only
for $8.75 million of the deferred underwriting fees.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined
Statement of Operations and Comprehensive Loss for the Year, page 86
11.We re-issue comment 29.  As previously requested, please provide all of the disclosures
required by ASC 260-10-50-1 for the basic and diluted per share computations for each
period presented. Refer to Article 11- 02(a)(9) of Regulation S-X for guidance.  In this
regard, it is unclear how you concluded that there are no dilutive securities subsequent to
the merger transaction.  In this regard, we note the Sponsor Earn-Out Shares, GAMC
warrants, Bolt Thread’s RSUs and options that require additional vesting, and Bolt

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 7, 2024 Page 4
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
May 7, 2024
Page 4
Threads options and warrants that will not be exercised with the merger transaction are
required to be disclosed as anti-dilutive and not included in calculating dilutive loss per
share.
The Background of the Business Combination, page 95
12.We note your response to comment 31 and reissue the comment in part. We note your
disclosure on page 98 that "On July 25, 2023, BTIG contacted GAMC management to
introduce Bolt Threads, and the team held an introductory call to explore a potential
business combination." Please revise to provide additional detail regarding how the
negotiations with Bolt Threads were initiated, including the identification of the
individuals and/or parties who participated in this introductory call and the terms, if any,
discussed on the call.
13.We note your response to comment 32 and reissue the comment in part. Please revise to
further discuss the nature of the draft projected financial information provided by Bolt
Threads to GAMC. We note your disclosure on page 98 that "The GAMC Board did not
review any projected financial information or rely on management’s preliminary review of
such information in considering or making its decision to approve the Business
Combination." Please advise if the draft projected financial information was considered
by GAMC as part of its valuation of Bolt Threads.
14.We note your response to comment 33 and reissue the comment in part. Please revise to
clearly explain how you reached the $250 million valuation for Bolt Threads. For
example, we note your disclosure on page 98 that "In arriving at the pre-money enterprise
value of Bolt Threads, GAMC considered and assessed the total addressable market for
existing products as well as pipeline products in development; the depth of products under
development and the capital needs to bring Bolt Threads to market; customer and potential
customer engagement and commercial activity; the capital, time, and effort to develop the
existing intellectual property; on-site diligence; the quality of founders and managements;
the existing investors and financial strength and needs of the company; and comparable
companies." Please revise to discuss how each of these factors was weighed as part of
Bolt Threads' valuation. Please also disclose the comparable companies that were
considered, how you calculated the total addressable market, and how you quantitatively
evaluated the quality of founders and management.
15.We note your response to comment 34 and reissue the comment in part. Please revise to
disclose the date BTIG was engaged by Bolt Threads as its financial adviser in connection
with the Business Combination, and disclose any consideration or payment received by
BTIG in connection with this role. Please also revise to provide more detail regarding the
tax and due diligence findings provided to GAMC on September 21, 2023 by
CohnReznick.
16.We note your response to comment 35 and reissue the comment in part. Please revise your
disclosure to discuss in greater detail the reasons for the inclusion and deletion of key

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 7, 2024 Page 5
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
May 7, 2024
Page 5
terms in the various drafts of the Business Combination Agreement and ancillary
agreements. Please also explain each party’s position on such issues during the course of
negotiations and drafts exchanged, and how you reached agreement on final terms.
17.We note your response to comment 39 and reissue the comment. You disclose on page
102 that "[a]s the parties finalized negotiations and preparations of the Business
Combination Agreement and the Ancillary Agreements, one of Bolt Threads’ larger
investors intended to participate in the transactions contemplated by the Bridge Financing
but indicated that its internal policies ... would prevent it from doing so at that time due to
prevailing market conditions" and that "[d]ue to these considerations, the execution of the
definitive agreements was postponed and the parties made revisions to the Business
Combination Agreement, PIPE Subscription Agreements and Bridge Financing
Agreement prior to execution of such documents that did not impact the overall
economics of the Business Combination but were intended to facilitate the investor’s
ability to participate in the transactions contemplated by the Bridge Financing when the
investor’s internal policies permitted it to do so based on market conditions." Please revise
to explain the market conditions referenced and disclose the revisions made to the
agreements.
18.We note your response to comment 40 and reissue the comment in part. Please revise to
clearly disclose whether BTIG provided you with any reasons for the partial fee waiver.
The GAMC Board's Reasons for the Approval of the Business Combination, page 102
19.We note your response to comment 41 and reissue the comment. Please revise to explain
how the GAMC Board considered each of the uncertainties, risks and other potentially
negative factors concerning the Business Combination.
20.We note your revised disclosure in response to prior comment 42, which we reissue in
part. Please revise your conflicts of interest disclosure to highlight all material interests in
the transaction held by the sponsor and the company’s officers and directors, including
any fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company. Please clarify how the board considered these
conflicts in negotiating and recommending the business combination.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business
Combination, page 122
21.We note your response to comment 45 and reissue the comment. Please amend your
discussion 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.
22.We note that you are no longer providing a tax opinion in connection with the
proxy/registration statement. Please provide your analysis as to why a tax opinion is not
necessary given your disclosure on material U.S. federal income tax considerations in
connection with the business combination.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 May 7, 2024 Page 6
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
May 7, 2024
Page 6
Information About Bolt Threads, page 147
23.We note your response to comment 47 and reissue the comment in part. Please revise to
discuss how you concluded an assumed market penetration by Bolt Threads of
approximately 1%, and how you calculated your expected average sales price. Please also
revise to disclose the estimated percentage of the total addressable market occupied by
your current customer base.
24.We note your response to comment 48 including your disclosure on page 147 that "in
early 2023, we shifted our focus away from our other commercial products and product
candidates to focus on the commercialization and development of b-silk." Please revise to
explain what you mean by "shifted our focus away" and clarify what the current stage of
development and commercialization is for your products and product candidates. For
example, please clarify whether Microsilk and Mylo are still being sold and/or developed.
Certifications, Evaluations, and Surveys, page 149
25.We acknowledge your revised disclosure in response to prior comment 49. You disclose
on page 149 that b-silk has obtained various certifications from the USDA, Eurofins
Scientific and Aktiengesellschaft, which “instill confidence that [your] products

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

United States securities and exchange commission logo
February 29, 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.
Registration Statement on Form S-4
Filed February 2, 2024
File No. 333-276849
Dear Timothy Babich:
            We have reviewed your 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.
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;
•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

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 2
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 2
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.
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.
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.
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.
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.
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.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 3
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 3
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.
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.
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.
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.
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.
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.
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

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 4
 FirstName LastNameTimothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 4
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.
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.
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.
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.
17.We note your disclosure on page 191 that the Proposed Certificate of Incorporation and
Amended and Restated Bylaws will provide indemnification and advancement of
expenses for the Post-Combination Company’s directors and officers to the fullest extent
permitted by the DGCL, subject to certain limited exceptions, which in some cases, "may
be broader than the specific indemnification provisions contained under Delaware law."
Please discuss the risk to investors stemming from these indemnification provisions.
We currently rely on a single manufacturing partner and manufacturing facility for the
production of b-silk and in the future intend... , page 39
18.We note from the service agreement with Laurus Bio filed as exhibit 10.22 that Laurus
Bio has its registered offices in Bangalore, India. Please advise whether the Laurus Bio
Facility is also located in Bangalore, and if so, revise to discuss risks related to the
manufacture of b-silk in India.
19.We note your disclosure on page 39 that you "expect to enter into manufacturing
agreements with multiple manufacturers to increase the supply of b-silk and limit [y]our
reliance on any one manufacturing partner" and on page 140 that you are currently in the
process of validating a second supplier and evaluating a third supplier. You also disclose

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 5
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 5
on page 40 that you "outsource the production of b-silk to third party manufacturing
partners." Please revise to reconcile your disclosure, if true, to clarify that Bolt Threads
currently relies on one manufacturing partner accordingly.
A limited number of customers, distributors and collaboration partners account for a material
portion of our revenue and they may.., page 40
20.We note your disclosure that "for the year ended December 31, 2022 and the nine months
ended September 30, 2023, [y]our top four customers accounted for 99% of [y]our total
revenue." You also disclose that all purchase orders made by customers occurred under
specified multi-year minimum contractual purchase obligations. Please revise to provide a
breakdown of the percentages that each of your top four customers accounted for of your
total revenue, identify your top customers, and disclose whether these four customers are
located in the same market, and if so, disclose the risks to investors stemming from market
concentration. Please also provide a brief description of the material terms of your
agreements with such customers, such as the minimum purchase requirements and
termination provision. If material, please also file the agreements as exhibits to the
registration statement as reqiured by Item 601(b)(10) of Regulation S-K, or explain to us
why you believe you are not required to do so.
The Second Extension contravenes Nasdaq rules and, as a result, may lead Nasdaq to suspend
trading..., page 54
21.We note your disclosure on page 54 that your Second Extension does not comply with
Nasdaq listing rules and there is a risk that GAMC may be subject to delisting by Nasdaq
if it does not complete the business combination by March 19, 2024. Please expand your
disclosure to discuss how you plan to regain compliance with the Nasdaq listing
requirements.
A new 1% U.S. federal excise tax could be imposed on GAMC..., page 65
22.Describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
The Proposed Certificate of Incorporation will provide, subject to limited exceptions, that the
Court of Chancery..., page 68
23.We note your disclosure that the forum selection provision in your Proposed Certificate of
Incorporation may have the effect of discouraging lawsuits against the combined company
and its directors, officers or other employees. Please revise this risk factor to disclose that
there is also a risk that your forum selection provision may result in increased costs for
investors to bring a claim.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 February 29, 2024 Page 6
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 6
Basis of Pro Forma Presentation, page 71
24.Please revise your disclosures in the initial paragraph to comply with the presentation and
recognition requirements in Article 11-02 of Regulation S-X.  In this regard, we note your
reference to adjustments being required to be factually supportable and expected to have a
continuing impact on the results, which are inconsistent with the requirements in Article
11-02 of Regulation S-X.  As part of your response, confirm to us that you have reflected
adjustments that are not expected to have a continuing impact and have disclosed as such
in a note explaining the adjustment, as appropriate.
25.Please revise your tabular presentation regarding the post-combination ownership upon
closing to only include those shares that will be outstanding and include all dilutive
securities in a separate table or footnote disclosure by type and by holder.  Also,
separately present the shares to be acquired for the PIPE in accordance with the
Subscription Agreements and separately present those shares to be acquired by related
parties versus third parties.  In this regard, it is unclear whether the no additional
redemptions scenario appropriately considers the number of shares to be acquired under
the Subscription Agreement with the Sponsor, as no additional public shares are
redeemed.  Address this comment for adjustment f to the pro forma balance sheets.
Finally, ensure the note for the number of shares to be held by Bolt Threads
securityholders clearly explains how the number of shares to be outstanding was
calculated along with the disclosures for the dilutive securities.  Address this comment for
the same presentation presented elsewhere in the Form S-4.
Unaudited Pro Forma Condensed Combined Financial Information
Joint Venture, page 71
26.We note your disclosure that in December 2023, Bolt Threads entered into a nonbinding
term sheet with a joint venture partner through which Bolt Threads expects to have the
opportunity to monetize its intellectual property, equipment, and inventory related to
Mylo. Please expand your disclosure relating to the joint venture, including but not limited
to, the identity of the joint venture partner,  date on which the parties entered into the term
sheet, each parties' rights and obligations, any upfront fees and the aggregate amounts
paid or received to date, and whether you expect to have

United States securities and exchange commission logo
November 14, 2023
Timothy Babich
Chief Executive Officer
Golden Arrow Merger Corp.
10 E. 53rd Street, 13th Floor
New York, NY 10022
Re:Golden Arrow Merger Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 2, 2023
File No. 001-40223
Dear Timothy Babich:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason Simon

CORRESP
1
filename1.htm

Jason Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

simonj@gtlaw.com

November 13, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: Isabel Rivera

 Re: Golden Arrow Merger Corp.

Preliminary Proxy Statement on Schedule 14A

Filed November 2, 2023

File No. 001-40223

Dear Ms. Rivera:

This letter is submitted on behalf of Golden Arrow
Merger Corp. (the “Company”), in response to the comments of the staff of the Office of Real Estate & Construction
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s
Preliminary Proxy Statement on Schedule 14A filed with the Commission on November 2, 2023 (the “Preliminary Proxy Statement”),
as set forth in the Staff’s letter to Mr. Timothy Babich of the Company dated November 8, 2023 (the “Comment Letter”).
The Company is concurrently filing Amendment No. 1 to the Preliminary Proxy Statement which includes revisions in response to the Staff’s
comments.

For reference purposes, the text of the Comment
Letter has been reproduced and italicized herein with the Company’s response below the comment. Page references in the descriptions
of the Staff’s comments refer to the Preliminary Proxy Statement, and page references in the Company’s response refer to Amendment
No. 1 to the Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed November 2, 2023

General

We note that you propose to extend your termination date
to September 19, 2024, a date which is 42 months from your initial public offering, and that your stock, units, and warrants are listed
on Nasdaq. Section IM-5101-2 of the Nasdaq Listing Rules requires that a business combination be completed within 36 months of the effectiveness
of the initial public offering registration statement. Please revise your disclosure to explain that your proposed termination date does
not comply with this rule and disclose the risks associated with non-compliance, including that your securities may be subject to suspension
and delisting from Nasdaq.

Response:

In response to the Staff’s comment, the Company has
revised the disclosure on page 11 of Amendment No. 1 to the Preliminary Proxy Statement.

* * *

United States Securities and Exchange Commission

Division of Corporation Finance

November 13, 2023

Page 2

Please do not hesitate to call me at (703) 749-1386
should you have any questions regarding Amendment No. 1 to the Preliminary Proxy Statement or the above responses.

    Sincerely yours,

    /s/ Jason Simon

    Jason Simon

 cc: Timothy Babich – Chief Executive Officer, Golden Arrow Merger Corp.

United States securities and exchange commission logo
November 8, 2023
Timothy Babich
Chief Executive Officer
Golden Arrow Merger Corp.
10 E. 53rd Street, 13th Floor
New York, NY 10022
Re:Golden Arrow Merger Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 2, 2023
File No. 001-40223
Dear Timothy Babich:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 2, 2023
General
1.We note that you propose to extend your termination date to September 19, 2024, a date
which is 42 months from your initial public offering, and that your stock, units, and
warrants are listed on Nasdaq. Section IM-5101-2 of the Nasdaq Listing Rules requires
that a business combination be completed within 36 months of the effectiveness of the
initial public offering registration statement. Please revise your disclosure to explain that
your proposed termination date does not comply with this rule and disclose the risks
associated with non-compliance, including that your securities may be subject to
suspension and delisting from Nasdaq.

 FirstName LastNameTimothy Babich
 Comapany NameGolden Arrow Merger Corp.
 November 8, 2023 Page 2
 FirstName LastName
Timothy Babich
Golden Arrow Merger Corp.
November 8, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason Simon

CORRESP
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filename1.htm

March 15, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

    Re:
    Golden Arrow Merger Corp.

    Registration Statement on Form S-1

    Filed February 24, 2021, as amended

    File No. 333-253465

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of
Golden Arrow Merger Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 4:00 p.m. Washington D.C. time on March 16, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that approximately 600 copies of the Preliminary Prospectus dated March 11, 2021 are expected
to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    BTIG, LLC

    as Representative of the Several Underwriters

    By:
    /s/ Joe Passaro

    Name:
    Joe Passaro

    Title:
    Managing Director

CORRESP
1
filename1.htm

GOLDEN
ARROW MERGER CORP.

10 E. 53rd Street, 13th Floor

New
York, NY 10022

March
15, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100
F. Street, N.E.

Washington, D.C. 20549

Attention: Jane Park

    Re:
    Golden Arrow
    Merger Corp.

    Registration Statement on
    Form S-1

    Filed February 24, 2021,
    as amended

    File No. 333-253465

Dear
Ms. Park:

Golden Arrow Merger Corp. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-253465),
be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 p.m., Eastern
time, on Tuesday, March 16, 2021, or as soon thereafter as possible.

[Remainder
of page intentionally left blank.]

    Sincerely,

    GOLDEN ARROW MERGER CORP.

    By:
    /s/
        Timothy Babich

    Name:
    Timothy Babich

    Title:
    Chief Executive Officer

[Signature
Page to Acceleration Request]

United States securities and exchange commission logo
February 18, 2021
Timothy Babich
Chief Executive Officer
Golden Arrow Merger Corp.
10 E. 53rd Street, 13th Floor
New York, NY 10022
Re:Golden Arrow Merger Corp.
Draft Registration Statement on Form S-1
Submitted January 22, 2021
CIK No. 0001841125
Dear Mr. Babich:
            We have reviewed your draft registration statement and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Our Acquisition Process, page 7
1.We note that you may, or may not, seek stockholder approval for a proposed business
combination. Please revise your disclosure in this section to clearly address the approval
process and state how you will advise stockholders of a potential business combination
transaction in either case.

 FirstName LastNameTimothy  Babich
 Comapany NameGolden Arrow Merger Corp.
 February 18, 2021 Page 2
 FirstName LastName
Timothy  Babich
Golden Arrow Merger Corp.
February 18, 2021
Page 2
            You may contact Ibolya Ignat at (202) 551-3636 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Courtney Lindsay at (202) 551-7237 or Laura Crotty at (202) 551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason Simon