8-K
Bolt Projects Holdings, Inc. (BSLK)
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): May 6, 2021
Golden Arrow MergerCorp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40223 | 86-1256660 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> Identification No.) |
| 10 E. 53rd Street, 13th Floor New York, NY | 10022 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(212) 430-2214
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 |
|---|---|---|
| Units, each consisting of one share of Class A Common Stock and one-third of one redeemable Warrant | GAMCU | The Nasdaq Stock Market LLC |
| Class A Common Stock, par value $0.0001 per share | GAMC | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | GAMCW | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 3.02. UnregisteredSales of Equity Securities.
The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Additional Private Placement (as defined below) was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act.
Item 8.01. OtherEvents.
As previously reported on a Current Report on Form 8-K filed by Golden Arrow Merger Corp. (the “Company”) on March 22, 2021 (the “Initial Form 8-K”), on March 19, 2021, the Company completed its initial public offering (the “IPO”) of 25,000,000 units (“Units”), each Unit consisting of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and one-third of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-253465). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000.
On May 3, 2021, the underwriters notified the Company of their exercise of the over-allotment option in full and, on May 6, 2021, the underwriters purchased 3,750,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating gross proceeds of $37,500,000.
As previously reported on the Initial Form 8-K, simultaneously with the consummation of the IPO, on March 19, 2021, the Company consummated a private placement (the “Private Placement”) of an aggregate of 4,500,000 warrants (“Private Placement Warrants”) to Golden Arrow Sponsor Group, LLC (the “Sponsor”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $6,750,000. On May 6, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 500,000 Private Placement Warrants (the “Additional Private Placement”) to the Sponsor at a price of $1.50 per additional Private Placement Warrant (the “Additional Private Placement Warrants”), generating gross proceeds of $750,000. The Additional Private Placement Warrants are identical to the Warrants underlying the Units except as described in the Initial Form 8-K.
A total of $37,500,000 of the net proceeds from the sale of the Additional Units and the Additional Private Placement Warrants was placed in a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee, bringing the aggregate proceeds held in the Trust Account to $285,000,000.
An audited balance sheet as of March 19, 2021 reflecting receipt of the net proceeds from the IPO and the Private Placement, but not the net proceeds from the sale of the Additional Units or the Additional Private Placement Warrants, had been prepared by the Company and previously filed with the Initial Form 8-K. The Company’s unaudited pro forma balance sheet as of May 6, 2021 reflecting receipt of the net proceeds from the sale of the Additional Units and the Additional Private Placement Warrants is attached hereto as Exhibit 99.1.
On May 6, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2, announcing that the holders of the Units may elect to separately trade the shares of Class A Common Stock and Warrants included in the Units commencing on May 7, 2021. Those Units that are not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “GAMCU,” and the shares of Class A common stock and Warrants that are separated will trade on Nasdaq under the symbols “GAMC” and “GAMCW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and Warrants.
On April 12, 2021, the staff of the Securities and Exchange Commission issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In view of the SEC Staff Statement, the Company is currently evaluating whether the warrants should be reclassified from equities to liabilities.
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Item 9.01. FinancialStatements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Balance Sheet |
| 99.2 | Press Release, dated May 6, 2021 |
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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.
| Golden Arrow Merger Corp. | |||
|---|---|---|---|
| By: | /s/ Timothy Babich | ||
| Name: | Timothy Babich | ||
| Title: | Chief Executive Officer | ||
| Date: May 12, 2021 |
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Exhibit 99.1
GOLDEN ARROW MERGER CORP.
PRO FORMA BALANCE SHEET
| **** | Pro Forma Adjustments | **** | As Adjusted as of March 19, 2021 | **** | ||||
|---|---|---|---|---|---|---|---|---|
| **** | (Unaudited) | **** | (Unaudited) | **** | ||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | 883,259 | - | $ | 883,259 | ||||
| Prepaid expenses | 545,650 | - | 545,650 | |||||
| Total Current Assets | 1,428,909 | - | 1,428,909 | |||||
| Cash held in Trust Account | 250,000,000 | 37,500,000 | 287,500,000 | |||||
| Total Assets | 251,428,909 | 37,500,000 | $ | 288,928,909 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accrued offering costs | 10,000 | - | $ | 10,000 | ||||
| Promissory note – related party | 141,367 | - | 141,367 | |||||
| Total Current Liabilities | 151,367 | - | 151,367 | |||||
| Deferred underwriting fee payable | 8,750,000 | 1,312,500 | 10,062,500 | |||||
| Total Liabilities | 8,901,367 | 1,312,500 | 10,213,867 | |||||
| Commitments and Contingencies | ||||||||
| Class A common stock subject to possible redemption, 23,752,754 and 27,371,504 shares at a redemption value of 10.00 per share | 237,527,540 | 36,187,500 | 273,715,040 | |||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | - | |||||
| Class A common stock, 0.0001 par value; 200,000,000 shares authorized; 1,247,246 and 1,378,496 issued and outstanding (excluding 23,752,754 and 27,371,504 shares subject to possible redemption) | 125 | 13 | 138 | |||||
| Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) | 719 | - | 719 | |||||
| Additional paid-in capital | 4,999,647 | (13 | ) | 4,999,634 | ||||
| Accumulated deficit | (489 | ) | - | (489 | ) | |||
| Total Stockholders’ Equity | 5,000,002 | - | 5,000,002 | |||||
| Total Liabilities and Stockholders’ Equity | 251,428,909 | 37,500,000 | $ | 288,928,909 |
All values are in US Dollars.
Exhibit 99.2
GoldenArrow Merger Corp. Announces Full Exercise and Closing ofUnderwriters’ Over-Allotment Option in Connection with its Initial PublicOffering and the Separate Trading of its Class A Common Stock and WarrantsCommencing on May 7, 2021
NEW YORK,NY, May 6, 2021 – Golden Arrow Merger Corp. (the “Company”) announced today that the underwriters of its previously announced initial public offering of units have exercised their over-allotment option in full, resulting in the issuance of an additional 3,750,000 units at a public offering price of $10.00 per unit. After giving effect to the exercise and close of the option, an aggregate of 28,750,000 units have been issued in the initial public offering and an aggregate of $287,500,000 has been deposited in the Company’s trust account.
The Company also announced that commencing on May 7, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and redeemable warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “GAMCU,” and the Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “GAMC” and “GAMCW,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and redeemable warrants.
The units were initially offered by the Company in an underwritten offering. BTIG, LLC acted as sole book-running manager and I-Bankers Securities, Inc. acted as co-manager in the offering.
A registration statement relating to the securities became effective on March 16, 2021. The offering was made only by means of a prospectus, copies of which may be obtained for free from the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov or by contacting BTIG, LLC, 65 East 55th Street, New York, NY 10022, Email: ProspectusDelivery@btig.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutGolden Arrow Merger Corp.
Golden Arrow Merger Corp. is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector, or geography, it intends to initially focus its search on identifying a prospective target business in the healthcare or healthcare-related infrastructure industries in the United States and other developed countries.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the Company’s initial public offering and the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Media Contact:
Golden Arrow Merger Corp.
Valerie Toomey
info@goldenarrowspac.com