BSLKW Bolt Projects Holdings Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 6, 2024

 

 

Bolt Projects Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40223		86-1256660
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2261 Market Street, Suite 5447 San Francisco, CA		94114
(Address of principal executive offices)		(Zip Code)

 

(415) 325-5912

(Registrant’s telephone number, including area code) 

 

Golden Arrow Merger Corp.

10 E. 53rd Street, 13th Floor

New York, NY 10022

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		BSLK		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50		BSLKW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 6, 2024, Bolt Projects Holdings, Inc. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until May 5, 2025, to regain compliance with the Minimum Bid Price Requirement. If, at any time during this 180-day period, the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, Nasdaq staff will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.

 

In the event the Company does not regain compliance with the Minimum Bid Price Requirement by May 5, 2025, the Company may be eligible for an additional 180-calendar-day compliance period. To qualify, the Company must submit an application to transfer to The Nasdaq Capital Market, which would require the Company to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. The Company would also need to pay an application fee to Nasdaq and provide written notice of its intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities will be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company would be afforded additional time to regain compliance with the Minimum Bid Price Requirement following the initial 180-day period, if needed, or that the Nasdaq staff would grant a request by the Company for continued listing subsequent to any delisting notification.

 

The Company intends to actively monitor the bid price of its common stock and may, if appropriate, consider taking actions to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will remain in compliance with other applicable Nasdaq listing rules.

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s intent to monitor the bid price of its common stock and consider available options, including a reverse stock split, and the Company’s eligibility for an additional 180-calendar-day compliance period. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions. Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to known and unknown risks, uncertainties and other important factors, including, without limitation, the Company’s ability to regain compliance with the Minimum Bid Price Requirement within the applicable cure period and the other important factors discussed under the section “Risk Factors” in the Company’s prospectus filed with the SEC on October 2, 2024, as any such factors may be updated from time to time in the Company’s other filings with the SEC, which filings are accessible on the SEC’s website at www.sec.gov. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and, except as required by applicable law, the Company has no obligation to update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BOLT PROJECTS HOLDINGS, INC.
Date: November 7, 2024	By:	/s/ Daniel Widmaier
	Name:	Daniel Widmaier
	Title:	Chief Executive Officer

 

 

3

v3.24.3

Cover	Nov. 07, 2024	Nov. 06, 2024
Entity Addresses [Line Items]
Document Type		8-K
Amendment Flag		false
Document Period End Date		Nov. 06, 2024
Entity File Number		001-40223
Entity Registrant Name		Bolt Projects Holdings, Inc.
Entity Central Index Key		0001841125
Entity Tax Identification Number		86-1256660
Entity Incorporation, State or Country Code		DE
Entity Address, Address Line One		2261 Market Street
Entity Address, Address Line Two		Suite 5447
Entity Address, City or Town		San Francisco
Entity Address, State or Province		CA
Entity Address, Postal Zip Code		94114
City Area Code		415
Local Phone Number		325-5912
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Entity Emerging Growth Company		true
Elected Not To Use the Extended Transition Period		false
Common stock, par value $0.0001 per share
Entity Addresses [Line Items]
Title of 12(b) Security		Common stock, par value $0.0001 per share
Trading Symbol		BSLK
Security Exchange Name		NASDAQ
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50
Entity Addresses [Line Items]
Title of 12(b) Security		Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50
Trading Symbol		BSLKW
Security Exchange Name		NASDAQ
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One		10 E. 53rd Street
Entity Address, Address Line Two		13th Floor
Entity Address, City or Town		New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code		10022
Entity Information, Former Legal or Registered Name		Golden Arrow Merger Corp.

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