GAMCW Golden Arrow Merger Corporation

 

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): June 10, 2024

 

Golden Arrow Merger Corp.

(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.)

 

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 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
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 1.01. Entry into a Material Definitive Agreement.

 

Business Combination Agreement Amendment

 

On June 10, 2024, Golden Arrow Merger Corp. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Business Combination Agreement, dated as of October 4, 2023 (the “Business Combination Agreement”), by and among the Company, Beam Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Bolt Threads, Inc., a Delaware corporation (“Bolt Threads”).

 

The Amendment extends the outside date of the Business Combination Agreement from July 4, 2024 to September 16, 2024. The Amendment also provides that, at the effective time of the business combination contemplated by the Business Combination Agreement, (i) the directors of the Company will consist of a total of nine directors, of which (A) two directors will be designated by Bolt Threads, who will be the founders of Bolt Threads, (B) two directors will be designated by Golden Arrow Sponsor, LLC (the “Sponsor”), who will be reasonably acceptable to Bolt Threads, and (C) five directors will qualify as an “independent director” as such term is defined in Nasdaq Listing Rule 5605(a)(2) and will be designated by the Chief Executive Officer of Bolt Threads in good faith consultation with the Company, and (ii) the officers of the Company will be designated by Bolt Threads in good faith consultation with the Company.

 

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Business Combination Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 4, 2023.

 

Related Agreements

 

Sponsor Support Agreement Amendment

 

On June 10, 2024, the Company entered into Amendment No. 1 (the “SSA Amendment”) to the Sponsor Support Agreement, dated as of October 4, 2023 (the “Sponsor Support Agreement”), by and among the Sponsor, the Company and Bolt Threads to remove the provisions subjecting the Sponsor Earn-Out Shares (as defined in the Sponsor Support Agreement) to vesting and forfeiture conditions.

 

The foregoing description of the SSA Amendment is a summary only and is qualified in its entirety by reference to the full text of the SSA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

PIPE Subscription Agreement Amendment

 

On June 10, 2024, the Company entered into Amendment No. 2 (the “SA Amendment No. 2”) to the Subscription Agreement, dated October 4, 2023, as amended on February 28, 2024 (such amendment, “SA Amendment No. 1” and collectively, the “Subscription Agreement”), by and between the Company and certain investors (the “Subscribers”).

 

In connection with the execution of the SA Amendment No. 2, Bolt Threads, the Subscribers, and certain other parties entered into a letter agreement to, among other things, amend the Note Purchase Agreement dated October 4, 2023 (as amended, the “Note Purchase Agreement”), by and between Bolt Threads, the Subscribers and certain other parties thereto, in connection with the issuance of the additional convertible promissory notes by Bolt Threads pursuant to the Note Purchase Agreement (the “Bridge III Notes”). The SA Amendment No. 2 provides that the purchase price payable by each Subscriber at Closing (as defined in the Subscription Agreements) under the applicable Subscription Agreement shall be reduced by an amount equal to the purchase price paid by such Subscribers for such Subscriber’s Bridge III Note, if any, with a corresponding reduction in the number of Subscribed Shares to be purchased by such Subscriber under the applicable Subscription Agreement.

 

 

The SA Amendment No. 2 also extends the outside date for the Subscription Agreement from July 4, 2024 to September 16, 2024.

 

The foregoing description of the SA Amendment No. 2 is a summary only and is qualified in its entirety by reference to the full text of the SA Amendment No. 2, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
2.1		Amendment No. 1 to the Business Combination Agreement, dated as of June 10, 2024, by and among Golden Arrow Merger Corp., Beam Merger Sub, Inc. and Bolt Threads, Inc.
10.1		Amendment No. 1 to the Sponsor Support Agreement, dated as of June 10, 2024, by and among Golden Arrow Sponsor, LLC, Golden Arrow Merger Corp. and Bolt Threads, Inc.
10.2		Form of Amendment No. 2 to the Subscription Agreement, dated as of June 10, 2024.
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

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: June 13, 2024

 

 

3

 

Exhibit 2.1

 

Execution Version

 

AMENDMENT NO. 1 TO

 

BUSINESS COMBINATION AGREEMENT

 

This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement, dated as of October 4, 2023 (the “Business Combination Agreement”), by and among by and among Golden Arrow Merger Corp., a Delaware corporation (“GAMC”), Beam Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Bolt Threads, Inc., a Delaware corporation (the “Company”), is made and entered into as of June 10, 2024 by and among GAMC, Merger Sub and the Company. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.

 

RECITALS

 

WHEREAS, GAMC, Merger Sub and the Company are parties to the Business Combination Agreement (the “Parties”);

 

WHEREAS, GAMC, Sponsor and the Company propose to enter into, simultaneously herewith, an amendment to that certain Sponsor Support Agreement, dated as of October 4, 2023, by and among GAMC, Sponsor and the Company (such agreement, the “Sponsor Support Agreement” and such amendment, the “Sponsor Support Agreement Amendment”), providing that those certain shares of New GAMC Common Stock held by the Sponsor subject to an “earnout” shall vest as of the Closing;

 

WHEREAS, the Parties desire to amend the Business Combination Agreement as set forth in this Amendment; and

 

WHEREAS, Section 9.04 of the Business Combination Agreement provides that, prior to the Effective Time, the Business Combination Agreement may not be amended except by an instrument in writing signed by each of the Parties.

 

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Parties agree as follows:

 

Agreement

 

1.

Amendment to the Business Combination Agreement.

 

a.

Section 2.05(b) of the Business Combination Agreement is amended in its entirety to provide as follows:

 

“GAMC shall take all lawful actions so that, at the Effective Time, (i) the directors of GAMC shall consist of a total of nine (9) directors, of which (A) two (2) directors shall be designated by the Company, who shall be the founders of the Company, (B) two (2) directors shall be designated by Sponsor, who shall be reasonably acceptable to the Company, and (C) five (5) directors shall qualify as an “independent director” as such term is defined in Nasdaq Listing Rule 5605(a)(2) and shall be designated by the Chief Executive Officer of the Company in good faith consultation with GAMC, and (ii) the officers of GAMC shall be those individuals that are designated by the Company in good faith consultation with GAMC, in each case, each to hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal in accordance with the GAMC Second Amended and Restated Certificate of Incorporation and the GAMC Amended Bylaws.”

 

 

b.

Section 9.01(b) of the Business Combination Agreement is amended in its entirety to provide as follows:

 

“by either GAMC or the Company, by written notice to the other party if the Effective Time shall not have occurred on or prior to September 16, 2024 or such earlier date as the board of directors of GAMC determines not to extend the deadline by which GAMC must consummate an initial business combination (the “Outside Date”); provided, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of any party if such party’s breach of any of its obligations under this Agreement is the principal cause of the failure of the Effective Time to have occurred before the Outside Date; or”.

 

2. Waiver. Except as expressly provided herein, this Amendment shall not constitute an amendment, modification or waiver of any provision of the Business Combination Agreement or any rights or obligations of any party under or in respect of the Business Combination Agreement. Except as modified by this Amendment, the Business Combination Agreement shall continue in full force and effect. Upon the execution of this Amendment by the Parties, each reference in the Business Combination Agreement to “this Agreement” or the words “hereunder,” “hereof,” “herein” or words of similar effect referring to the Business Combination Agreement shall mean and be a reference to the Business Combination Agreement as amended by this Amendment, and a reference to the Business Combination Agreement in any other instrument or document shall be deemed a reference to the Business Combination Agreement as amended by this Amendment. This Amendment shall be subject to, shall form a part of, and shall be governed by, the terms and conditions set forth in the Business Combination Agreement, as amended by this Amendment.

 

3.  General. Article X of the Business Combination Agreement shall apply to this Amendment mutatis mutandis.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	GOLDEN ARROW MERGER CORP.
	By	/s/ Timothy Babich
	Name:	Timothy Babich
	Title:	Chief Executive Officer
	BEAM MERGER SUB, INC.
	By	/s/ Timothy Babich
	Name:	Timothy Babich
	Title:	President
	BOLT THREADS, INC.
	By	/s/ Daniel Widmaier
	Name:	Daniel Widmaier
	Title:	Chief Executive Officer

 

[Signature Page to Amendment No. 1 to Business Combination Agreement]

 

Exhibit 10.1

 

Execution Version

 

AMENDMENT NO. 1 TO

 

SPONSOR SUPPORT AGREEMENT

 

This Amendment No. 1 (this “Amendment”) to the Sponsor Support Agreement, dated as of October 4, 2023 (the “Sponsor Support Agreement”), by and among Golden Arrow Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Golden Arrow Merger Corp., a Delaware corporation (“GAMC”) and Bolt Threads, Inc., a Delaware corporation (the “Company”), is made and entered into as of June 10, 2024, by and among Sponsor, GAMC and the Company. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sponsor Support Agreement.

 

WHEREAS, GAMC, Sponsor and the Company are parties to the Sponsor Support Agreement (the “Parties”);

 

WHEREAS, GAMC, Beam Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of GAMC (“Merger Sub”), and the Company propose to enter into, simultaneously herewith, an amendment to that certain Business Combination Agreement, dated as of October 4, 2023, by and among GAMC, Merger Sub and the Company (such agreement, the “BCA” and such amendment, the “BCA Amendment”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA), providing that the “Outside Date” in the BCA be extended to September 16, 2024;

 

WHEREAS, the Parties desire to amend the Sponsor Support Agreement as set forth in this Amendment; and

 

WHEREAS, Section 12(f) of the Sponsor Support Agreement provides that the Sponsor Support Agreement may not be amended except by an instrument in writing signed by each of the parties.

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 

1. Amendment to the Sponsor Support Agreement. Section 5 of the Sponsor Support Agreement is amended in its entirety to provide as follows:

 

[Reserved].

 

2. Waiver. Except as expressly provided herein, this Amendment shall not constitute an amendment, modification or waiver of any provision of the Sponsor Support Agreement or any rights or obligations of any party under or in respect of the Sponsor Support Agreement. Except as modified by this Amendment, the Sponsor Support Agreement shall continue in full force and effect. Upon the execution of this Amendment by the Parties, each reference in the Sponsor Support Agreement to “this Agreement” or the words “hereunder,” “hereof,” “herein” or words of similar effect referring to the Sponsor Support Agreement shall mean and be a reference to the Sponsor Support Agreement as amended by this Amendment, and a reference to the Sponsor Support Agreement in any other instrument or document shall be deemed a reference to the Sponsor Support Agreement as amended by this Amendment. This Amendment shall be subject to, shall form a part of, and shall be governed by, the terms and conditions set forth in the Sponsor Support Agreement, as amended by this Amendment.

 

3. General. Section 12 of the Sponsor Support Agreement shall apply to this Amendment mutatis mutandis.  

 

[Signature pages follow]

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

	GOLDEN ARROW SPONSOR, LLC.
	By:	/s/ Andrew Rechtschaffen
	Name:	Andrew Rechtschaffen
	Title:	Authorized Signatory

 

[Signature page to Amendment to Sponsor Support Agreement]

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

	GOLDEN ARROW MERGER CORP.
	By:	/s/ Timothy Babich
	Name:	Timothy Babich
	Title:	Chief Executive Officer

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

	BOLT THREADS, INC.
	By:	/s/ Daniel Widmaier
	Name:	Daniel Widmaier
	Title:	Chief Executive Officer

 

 

Exhibit 10.2

 

Execution Version

 

AMENDMENT NO. 2 TO

 

SUBSCRIPTION AGREEMENT

 

This Amendment No. 2 (this “Amendment”) to the Subscription Agreement, dated October 4, 2023, as amended on February 28, 2024 (such amendment, “Amendment No. 1” and collectively, the “Subscription Agreement”), by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”), is made and entered into as of June 10, 2024 by and among the Company and the Subscriber. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Subscription Agreement.

 

RECITALS

 

WHEREAS, the Company previously entered into a Business Combination Agreement, dated as of October 4, 2023, with Bolt Threads, Inc., a Delaware corporation (“Bolt”), and the other parties thereto, providing for the acquisition of Bolt (the “Transaction Agreement” and the transactions contemplated by the Transaction Agreement, the “Transaction”);

 

WHEREAS, in connection with the Transaction, the Company and the Subscriber previously entered into the Subscription Agreement (the “Parties”);

 

WHEREAS, substantially concurrently with the execution of this Amendment, Bolt, the Subscriber, the Other Purchasers and certain other Lenders (as defined in the Note Purchase Agreement) are entering into a letter agreement to, among other things, amend the Note Purchase Agreement (as amended, the “Note Purchase Agreement”), dated on or about October 4, 2023, by and between Bolt, the Subscriber and the other parties thereto, in connection with the issuance of the Bridge III Notes (as defined below);

 

WHEREAS, substantially concurrently with the execution of this Amendment, the Subscriber has been provided the opportunity to purchase an unsecured promissory note (the “Bridge III Note”) from Bolt pursuant to Section 3.3 of the Note Purchase Agreement;

 

WHEREAS, the Parties desire to amend the Subscription Agreement to reduce the Purchase Price payable by the Subscriber at Closing under the Subscription Agreement by an amount equal to the purchase price paid by the Subscriber for the Bridge III Note, if any, with a corresponding reduction in the number of Subscribed Shares to be purchased by the Subscriber under the Subscription Agreement;

 

WHEREAS, if the Subscriber does not purchase a Bridge III Note, such Subscriber’s Purchase Price payable by the Subscriber at Closing and number of Subscribed Shares shall remain unchanged;

 

WHEREAS, substantially concurrently with the execution of this Amendment, (i) the Company is entering into amendments to the subscription agreements (the “Other Amendments”) substantially similar to this Amendment with certain other investors (the “Other Subscribers”) and (ii) certain other investors (the “Other Purchasers”) are purchasing unsecured promissory notes from Bolt pursuant to Section 3.3 of the Note Purchase Agreement (such notes, together with the Bridge III Note, if any, the “Bridge III Notes”, and the aggregate gross proceeds thereof to Bolt, the “Bridge III Note Proceeds”);

 

 

WHEREAS, the Parties desire to amend the Subscription Agreement to clarify that the Bridge III Note Proceeds will count towards the condition in Section 2(e)(v) of the Subscription Agreement that certain specified proceeds to be received by the Company at or prior to the Closing shall be no less than $32,000,000 in the aggregate;

 

WHEREAS, the Parties desire to further amend the Subscription Agreement to extend the outside date of the Subscription Agreement to September 16, 2024;

 

WHEREAS, the parties to the Transaction Agreement have entered or are substantially concurrently entering into an amendment to the Transaction Agreement to extend the Outside Date (as defined therein) to September 16, 2024; and

 

WHEREAS, Section 10(j) of the Subscription Agreement provides that the Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the Parties and Bolt.

 

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

 

Agreement

 

1. Amendment to the Subscription Agreement.

 

(a)

The definition of “Purchase Price” for purposes of this Amendment and the Subscription Agreement shall be equal to (i) the Purchase Price, as set forth in the Subscription Agreement minus (ii) the principal amount of Bridge III Notes purchased by the Subscriber, if any. The definition of “Subscribed Shares” for purposes of this Amendment and the Subscription Agreement shall be equal to (x) the Purchase Price (as revised pursuant to the preceding sentence) divided by (y) $10.00, rounded down to the nearest whole share.

 

(b)

The definition of “Note Purchase Agreement” for purposes of Section 1 of this Amendment and the Subscription Agreement shall be the Note Purchase Agreement, as amended;

 

(c)

Section 2(e)(v) of the Subscription Agreement is hereby deleted and replaced with the following:

 

“the Financing Proceeds, the aggregate gross proceeds to Bolt from the February Notes purchased pursuant to the Note Purchase Agreement, the aggregate gross proceeds to Bolt from the Bridge III Notes purchased pursuant to the Note Purchase Agreement and the amount in the Company’s trust fund established by the Company for the benefit of its public stockholders maintained in a trust account at JP Morgan Chase Bank, N.A., in each case, to be received by the Company at or prior to the Closing shall be no less than $32,000,000 in the aggregate, less any amounts that the Company is entitled to withdraw from the Trust Account (as defined in Section 7) to pay tax obligations owed by the Company as of the Closing Date in excess of $140,000 in the aggregate.”

 

 

(d)

Section 6 of the Subscription Agreement is hereby deleted and replaced with the following:

 

“Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms; (b) upon the mutual written agreement of the parties hereto to terminate this Subscription Agreement; (c) if, on the Closing Date, any of the conditions to the Closing set forth in Section 2 are not satisfied or waived and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; and (d) the failure of the Closing to occur on or prior to September 16, 2024; provided, that nothing herein will relieve any party from liability for any willful breach hereto prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after the termination thereof. Upon the termination of this Subscription Agreement in accordance with this Section 6, any monies paid by the Subscriber to the Company in connection herewith shall be promptly (and in any event within one Business Day after such termination) returned to the Subscriber.”

 

2. Effect of Amendment. Except as expressly provided herein, this Amendment shall not constitute an amendment, modification or waiver of any provision of the Subscription Agreement or any rights or obligations of any party under or in respect of the Subscription Agreement. Except as modified by this Amendment, the Subscription Agreement and Amendment No. 1 shall each continue in full force and effect. Upon the execution of this Amendment by the Parties and Bolt, each reference in the Subscription Agreement to “this Agreement” or the words “hereunder,” “hereof,” “herein” or words of similar effect referring to the Subscription Agreement shall mean and be a reference to the Subscription Agreement as amended by this Amendment, and a reference to the Subscription Agreement in any other instrument or document shall be deemed a reference to the Subscription Agreement as amended by this Amendment. This Amendment shall be subject to, shall form a part of, and shall be governed by, the terms and conditions set forth in the Subscription Agreement, as amended by this Amendment.

 

3. General. Section 10 of the Subscription Agreement shall apply to this Amendment mutatis mutandis.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	GOLDEN ARROW MERGER CORP.
	By
	Name:	[ ● ]
	Title:	[ ● ]

 

 

	[SUBSCRIBER]
	By
	Name:	[ ● ]
	Title:	[ ● ]

 

 

 

Acknowledged and Agreed by:
BOLT THREADS, INC.
By
Name:	[ ● ]
Title:	[ ● ]

 

 

 

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