Bolt Projects Holdings Inc美股招股说明书(2025-04-04版)

Bolt Projects Holdings, Inc. Resale of up to 28,177,500Shares of common stockIssuance of up to 9,687,187 Shares of common stock underlying Public Warrants and Options This prospectus relates to (i) the resale of up to 28,177,500 shares of common stock, par value $0.0001 per share (the“common stock”), of Bolt Projects Holdings, Inc. (“Bolt”) by certain registered holders named herein in the section of this prospectustitled “Registered Holders” (the “registered holders”), consisting of (a) 18,547,835 shares of common stock held by registered holderspursuant to the amended and restated registration rights and lock-up agreement, (b) 470,120 shares of common stock purchased in thePIPE Investment (as defined below) by certain of the registered holders, (c) 1,058,826 shares of common stock held by registeredholders in connection with a securities purchase agreement, dated November 25, 2024 (the “November PIPE”), (d) 466,980 shares ofcommon stock reserved for issuance upon the exercise of options, (e) 1,211,739 shares of common stock reserved for issuance uponthe vesting of restricted stock units, (f) 1,422,000 shares of common stock issued after Closing in connection with settlementagreements with a former Bolt Threads, Inc. landlord and vendor and as compensation for advisory services rendered in connectionwith GAMC’s IPO and the SPAC Transaction, and (g) 5,000,000 shares of common stock reserved for issuance upon the exercise ofthe Sponsor Warrants (as defined below); (ii) the issuance by us of up to 9,583,333 shares of common stock upon the exercise of9,583,333 outstanding publicly issued warrants (the “Public Warrants” originally issued as part of GAMC’s initial public offering (the“GAMC IPO”) of units at a price of $10.00 per unit in March 2021, with each unit consisting of one public share and three-quarters ofone warrant; (iii) the issuance by us of up to 103,854 shares of common stock reserved for issuance upon the exercise of options topurchase shares of common stock. We will not receive any proceeds from the resale of the shares of common stock by the registered holders. We will receive theproceeds from any exercise of the Public Warrants or Bolt Options (as defined herein) for cash, which we intend to use for generalcorporate and working capital purposes. We may receive up to an aggregate of approximately $110.2 million from the cash exercise ofthe Public Warrants. The exercise price of each of our Public Warrants is $11.50 per warrant. However, the last reported sales price ofour common stock on March 24, 2025 was $0.3185. The likelihood that holders of Public Warrants will exercise their Public Warrants,and therefore, any amount of cash proceeds that we may receive, is dependent upon the trading price of our common stock. If thetrading price of our common stock continues to be less than $11.50 per share, we do not expect holders to exercise their PublicWarrants. See “Use of Proceeds” for additional information. Any proceeds from the exercise of such securities would increase ourliquidity, but we are not currently budgeting for any cash proceeds from the exercise of Public Warrants or Bolt Options whenplanning for our operational funding needs. As described in this prospectus, we expect we may need additional capital to support ouroperations; however, sales of our securities in the public market by the registered holders could depress the market price of ourcommon stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict theeffect that such sales may have on the prevailing market price of our common stock and Public Warrants. For further informationregarding our operational funding needs, see the section of this prospectus titled “Risk Factors - Risks Related to Our FinancialPosition.” We are registering certain of the securities for resale pursuant to registration rights granted to the registered holders. Ourregistration of such securities does not mean that such registered holders will offer or sell any of the shares of common stock. Theregistered holders may offer, sell or distribute all or a portion of their shares of common stock publicly or through private transactionsat prevailing market prices or at negotiated prices. We provide more information about how the registered holders may sell the sharesof common stock in the section titled “Plan of Distribution.” Additionally, as of the date of this prospectus, a significant number ofshares of our common stock held by the Sponsor, its directors and officers, Bolt Threads directors and officers, and certain BoltThreads stockholders remain subject to lock-up restrictions as described herein. See the section of this prospectus titled “CertainRelationships and Related Party Transactions—Amended and Restated Registration Rights and Lock-up Agreement.” The sale of securities being offered in this prospectus could result in adverse effects on the market for our common stock,including