Bolt Projects Holdings Inc美股招股说明书(2025-09-30版)

Bolt Projects Holdings, Inc. Up to 20,085,588 shares of common stock by the Selling Stockholder This prospectus relates to the potential offer and sale from time to time by Ascent Partners Fund LLC (“Ascent” or the“Selling Stockholder”) of up to 20,085,588 shares of our common stock, par value $0.0001 per share (“common stock”), consisting of(i) up to 20,000,000 shares of common stock (the “Purchase Shares”) that we have the right from time to time at our option to sell tothe Selling Stockholder, pursuant to an equity purchase agreement, dated as of September 12, 2025, by and between us and the SellingStockholder (the “Purchase Agreement”) establishing an equity line of credit facility (the “ELOC”) and (ii) 85,588 shares of commonstock (the “Commitment Shares” and, together with the Purchase Shares, the “Shares”) we issued to the Selling Stockholder asconsideration for its irrevocable commitment to purchase shares of our common stock from us pursuant to the Purchase Agreement.We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common stock bythe Selling Stockholder. However, we may receive up to $20.0 million in aggregate gross proceeds from the Selling Stockholder underthe Purchase Agreement in connection with sales of our common stock to the Selling Stockholder pursuant to the Purchase Agreementafter the date of this prospectus. See “The Equity Line of Credit Facility” for a description of the Purchase Agreement and the ELOCand “Selling Stockholder” for additional information regarding Ascent. The Selling Stockholder may, from time to time, offer, sell or distribute any or all of its Shares covered by this prospectus in anumber of different ways and at varying prices. We will bear all costs, expenses and fees in connection with the registration of theseShares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are within thesole discretion of the Selling Stockholder. The Selling Stockholder is an underwriter under the Securities Act of 1933, as amended (the“Securities Act”) and any profit on the sale of the Shares by it and any discounts, commissions or concessions received by it may bedeemed to be underwriting discounts and commissions under the Securities Act. Although the Selling Stockholder is obligated topurchase our common stock under the terms of the Purchase Agreement, to the extent we choose to sell such common stock to it(subject to certain conditions), there can be no assurances that the Selling Stockholder will sell pursuant to this prospectus any or all ofthe common stock purchased under the Purchase Agreement. The Selling Stockholder will bear all commissions and discounts, if any,attributable to its sale the Shares. See the section entitled “Plan of Distribution” located elsewhere in this prospectus. Our common stock is currently listed on The Nasdaq Global Market (“Nasdaq”) and trades under the symbol “BSLK”. OnSeptember 29, 2025, the closing price of our common stock was $3.78 per share. We are an “emerging growth company” and “smaller reporting company” for purposes of federal securities laws and aresubject to reduced public company reporting requirements. Accordingly, the information in this prospectus may not be comparable toinformation provided by companies that are not emerging growth companies or smaller reporting companies. INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS”SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus is September 30, 2025. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY OF THE PROSPECTUS1THE OFFERING6RISK FACTORS7THE EQUITY LINE OF CREDIT FACILITY32USE OF PROCEEDS36DIVIDEND POLICY37MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS38BUSINESS61DESCRIPTION OF CAPITAL STOCK68BENEFICIAL OWNERSHIP71SELLING STOCKHOLDER73MANAGEMENT75EXECUTIVE AND DIRECTOR COMPENSATION81CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS89PLAN OF DISTRIBUTION92LEGAL MATTERS93EXPERTS93WHERE YOU CAN FIND MORE INFORMATION94INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus. No one has been authorized to provide you withinformation that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on thecover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other thanthat date. For investors outside the United States:We have not done anything that would permit this offering or possession ordistribution of t