Bolt Projects Holdings Inc美股招股说明书(2025-05-13版)

Prospectus Supplement No. 2(To Prospectus dated April 3, 2025) BOLT PROJECTS HOLDINGS, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 3, 2025 (the “Prospectus”), which forms apart of our Registration Statement on Form S-1 (Registration No. 333-286083). Capitalized terms used in this prospectus supplementand not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May12, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 7 OF THEPROSPECTUS. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus orthis prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May 12, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (MARK ONE)xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___________to___________ Commission file number: 001-40223 Bolt Projects Holdings, Inc.(Exact name of registrant as specified in its charter) Delaware86-1256660(State or other jurisdiction of(I.R.S. Employer 2261 Market Street, Suite 5541San Francisco, CA94114(Address of Principal Executive Offices)(Zip Code) (415) 325-5912(Registrant’s telephone number, including area code) Golden Arrow Merger Corp.10 E. 53rdStreet, 13thFloorNew York, NY 10022(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading symbolName of Each Exchange on whichregisteredCommon stock, par value $0.0001 perBSLKThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Large accelerated filer☐Accelerated filerNon-accelerated filer☒Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ As of May9, 2025, the registrant had 2,061,779 shares of common stock, $0.0001 par value per share, issued and outstanding. Selected DefinitionsiiForward-Looking StatementsiiiPart I — Financial Information1Item 1. Financial Statements1Condensed Consolidated Balance Sheets (Unaudited)1Condensed Consolidated Statements Of Operations And ComprehensiveLoss(Unaudited)2Condensed Consolidated Statements OfConvertible Preferred Stock andStockholders’Deficit(Unaudited)3Condensed Consolidated Statements Of Cash Flows For TheThreeMonths EndedMarch 31, 2025And 2024(Unaudited)4Notes To Unaudited Condensed Consolidated Financial Statements (Unaudited)5Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations25Item 3. Quantitative And Qualitative Disclosures About Market Risk36Item 4. Controls And Procedures.37Part II — Other Information38Item 1. Legal Proceedings38Item 1A. Risk Factors38Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds38Item 3. Defaults Upon Senior Securities38Item 4. Mi