Bolt Projects Schedule 13D: CTO Breslauer Reveals 5.4% Stake

Q: How many Bolt Projects (GAMCW) shares does David Nate Breslauer own?

He beneficially owns 115,214 shares , representing 5.4 % of the outstanding common stock .

Q: What was the price of the CTO's recent open-market purchase?

On 3 Jun 2025 he bought 300 shares at $3.25 per share using personal funds.

Q: How did Breslauer acquire most of his stake?

Shares and options were received through the 13 Aug 2024 business combination between Golden Arrow Merger Corp. and Bolt Threads.

Q: Is there a lock-up on the insider鈥檚 shares?

A six-month lock-up following the 13 Aug 2024 closing has expired, freeing the insider to trade.

Q: What rights does the insider have to resell shares?

Under the Amended Registration Rights Agreement , he can request demand or piggy-back registrations once offering size exceeds $25 M.

Q: What is the current share count used for ownership calculations?

Ownership is based on 2,061,779 shares outstanding as of 11 Jul 2025, post 1-for-20 reverse split.

[SCHEDULE 13D] Golden Arrow Merger Corp. Warrant SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D

Rhea-AI Filing Summary

CTO/Director David Nate Breslauer has filed a Schedule 13D disclosing beneficial ownership of 115,214 Bolt Projects Holdings, Inc. shares, equal to 5.4 % of the 2,061,779 shares outstanding. The stake consists of 4,854 shares held directly, 39,167 held by the David N. Breslauer Family Trust, 68,739 issuable upon option exercise within 60 days, and 2,454 underlying RSUs. All figures reflect the issuer鈥檚 1-for-20 reverse split effected 21 Apr 2025.

Most of the shares were received through the 13 Aug 2024 business-combination between Golden Arrow Merger Corp. and Bolt Threads; Breslauer also bought 300 shares on 3 Jun 2025 in the open market at $3.25 using personal funds. An amended Registration Rights & Lock-Up Agreement granted resale registration and imposed a six-month lock-up that has now lapsed. Breslauer, in his executive roles, may buy or sell additional shares and is evaluating potential corporate actions鈥攊ncluding M&A, capital raises, or governance changes鈥攃onsistent with items 4(a)-(j) of Schedule 13D.

Positive

Insider ownership of 5.4 % aligns management incentives with shareholders in a thinly traded post-SPAC company.
Open-market purchase at $3.25 on 3 Jun 2025 demonstrates recent confidence in the stock鈥檚 valuation.

Negative

Lock-up period has expired, permitting insider sales that could pressure the share price.
Potential for strategic transactions (take-private, recapitalizations, board changes) introduces added uncertainty for current investors.

Insights

TL;DR: Insider CTO reveals 5.4 % stake; recent open-market buy suggests confidence but also signals capacity to influence future strategic moves.

The 13D shows David Nate Breslauer controls 115,214 shares after the SPAC merger and reverse split, giving him filing-threshold influence. While the absolute dollar value isn鈥檛 disclosed, a 5 %+ insider position is material for the <2.1 M share float, possibly affecting liquidity and voting outcomes. His June 2025 purchase at $3.25 indicates personal conviction at current pricing. Expiry of the six-month lock-up liberates the insider to trade, creating both liquidity potential and overhang risk. The Registration Rights Agreement allows rapid resale via demand or piggy-back offerings once market conditions permit. Overall impact is neutral: ownership concentration can align management and shareholder interests, yet the disclosed intent to explore strategic alternatives injects uncertainty.

08/08/2025 - 09:34 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Bolt Projects Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

09769B206

(CUSIP Number)

David Nate Breslauer
c/o Bolt Projects Holdings, Inc., 2261 Market Street, Suite 5447
San Francisco, CA, 94114
(415) 325-5912

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/25/2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

09769B206

Name of reporting person

Breslauer David Nate

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 115,214.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 115,214.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

115,214.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

5.4 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Bolt Projects Holdings, Inc.

(c)

Address of Issuer's Principal Executive Offices:

2261 MARKET STREET, SUITE 5447, SAN FRANCISCO, CALIFORNIA , 94114.

Item 2.

Identity and Background

(a)

David Nate Breslauer (the Reporting Person)

(b)

The principal business address of the Reporting Person is c/o Bolt Projects Holdings, Inc., 2261 Market Street, Suite 5447, San Francisco, CA 94114.

(c)

The principal occupation of the Reporting Person is Chief Technology Officer, Chief Product Officer, and a director of the Issuer.

(d)

During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Item 4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to certain securities beneficially owned by the Reporting Person and is incorporated by reference to this Item 3. Pursuant to the Business Combination Agreement, upon consummation of the Business Combination (as defined below), the David N. Breslauer Family Trust, of which the Reporting Person serves as trustee, acquired shares of Common Stock and the Reporting Person acquired options to purchase shares of Common Stock. On June 3, 2025, the Reporting Person purchased in the open market 300 shares of Common Stock for $3.25 per share. The Reporting Person used personal funds to acquire such shares.

Item 4.

Purpose of Transaction

Business Combination On August 13, 2024 (the "Closing Date"), pursuant to a business combination agreement, dated as of October 4, 2023 (the "Business Combination Agreement"), by and among the Issuer (formerly known as Golden Arrow Merger Corp.), Beam Merger Sub, Inc., a direct wholly owned subsidiary of the Issuer ("Merger Sub"), and Bolt Threads, Inc. ("Legacy Bolt"), Merger Sub merged with and into Legacy Bolt (the "Merger" and, together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"), with Legacy Bolt surviving the Merger as a wholly owned subsidiary of the Issuer. The Issuer was renamed on the Closing Date to "Bolt Projects Holdings, Inc." As a result of the Business Combination, at the Closing Date, among other transactions, (i) each share of common stock of Legacy Bolt automatically converted into the right to receive shares of Common Stock based on an exchange ratio as described in the Business Combination Agreement, and (ii) each option to purchase common stock of Legacy Bolt, whether or not exercisable and whether or not vested, automatically converted into an option to purchase a number of shares of Common Stock in the manner set forth in the Business Combination Agreement. Registration Rights Agreement On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, certain stockholders of Golden Arrow Merger Corp. and certain securityholders of Legacy Bolt, including the Reporting Person, (collectively, the "Holders" and each, a "Holder") entered into an amended and restated registration rights and lock-up agreement (the "Registration Rights Agreement"). Pursuant to the terms of the Registration Rights Agreement, the Issuer was obligated to file a registration statement to register the resale of certain securities of the Issuer held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $25 million. The Registration Rights Agreement also provides the Holders with "piggy-back" registration rights, subject to certain requirements and customary conditions. The Registration Rights Agreement further provided that the shares of Common Stock held by the Holders, including those beneficially owned by the Reporting Person, were to be locked-up for a period of six months following the Closing Date, subject to certain exceptions. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. General The Reporting Person intends to review his investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Person may, subject to applicable laws, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person, including in his position as Chief Technology Officer, Chief Product Officer, and a director of the Issuer, may engage in discussions with management, the Issuer's board of directors, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Issuer's board of directors. To facilitate his consideration of such matters, the Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Person will likely take some or all of the foregoing steps at preliminary stages in his consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change his purpose or formulate different plans or proposals with respect thereto at any time.

Item 5.

Interest in Securities of the Issuer

(a)

The Reporting Person is the beneficial owner of 115,214 shares of Common Stock, which consists of (i) 4,854 shares of Common Stock held directly, (ii) 39,167 shares of Common Stock held by the David N. Breslauer Family Trust, (iii) 68,739 shares of Common Stock that are issuable upon exercise of options exercisable as of or within 60 days of the date hereof and (iv) 2,454 shares of Common Stock underlying restricted stock units vesting or vested and subject to deferred settlement within 60 days of the date hereof. The Reporting Person's beneficial ownership represents approximately 5.4% of the Issuer's outstanding shares of Common Stock, as calculated pursuant to Rule 13d-3 of the Act. The ownership information presented herein represents beneficial ownership of Common Stock as of the date hereof, based on 2,061,779 shares of Common Stock outstanding as of July 11, 2025, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on July 18, 2025. All share amounts presented herein reflect a 1-for-20 reverse stock split effected by the Issuer on April 21, 2025.

(b)

Sole power to vote or to direct the vote: 115,214 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition: 115,214 Shared power to dispose or to direct the disposition: 0

(c)

Except as set forth in this Schedule 13D, during the past 60 days, the Reporting Person has not effected any transactions in the Common Stock.

(d)

None.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 4 above summarizes certain provisions of the Registration Rights Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1: Amended and Restated Registration Rights and Lock-Up Agreement, dated as of August 13, 2024, by and between the Issuer and each of the executive officers and directors of the Issuer (incorporated by reference to Exhibit 10.7 to the Issuer's Current Report on Form 8-K filed with the SEC on August 19, 2024).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Breslauer David Nate

Signature:	/s/ David Nate Breslauer
Name/Title:	David Nate Breslauer
Date:	08/08/2025

Source:

FAQ

How many Bolt Projects (GAMCW) shares does David Nate Breslauer own?

He beneficially owns 115,214 shares, representing 5.4 % of the outstanding common stock.

What was the price of the CTO's recent open-market purchase?

On 3 Jun 2025 he bought 300 shares at $3.25 per share using personal funds.

How did Breslauer acquire most of his stake?

Shares and options were received through the 13 Aug 2024 business combination between Golden Arrow Merger Corp. and Bolt Threads.

Is there a lock-up on the insider鈥檚 shares?

A six-month lock-up following the 13 Aug 2024 closing has expired, freeing the insider to trade.

What rights does the insider have to resell shares?

Under the Amended Registration Rights Agreement, he can request demand or piggy-back registrations once offering size exceeds $25 M.

What is the current share count used for ownership calculations?

Ownership is based on 2,061,779 shares outstanding as of 11 Jul 2025, post 1-for-20 reverse split.

AG真人官方

[SCHEDULE 13D] Golden Arrow Merger Corp. Warrant SEC Filing

Insights

FAQ

How many Bolt Projects (GAMCW) shares does David Nate Breslauer own?

What was the price of the CTO's recent open-market purchase?

How did Breslauer acquire most of his stake?

Is there a lock-up on the insider鈥檚 shares?

What rights does the insider have to resell shares?

What is the current share count used for ownership calculations?

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[SCHEDULE 13D] Golden Arrow Merger Corp. Warrant SEC Filing

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FAQ

How many Bolt Projects (GAMCW) shares does David Nate Breslauer own?

What was the price of the CTO's recent open-market purchase?

How did Breslauer acquire most of his stake?

Is there a lock-up on the insider鈥檚 shares?

What rights does the insider have to resell shares?

What is the current share count used for ownership calculations?

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