Revenue Performance - Bolt's Q2 2025 revenues reached approximately $1.3 million, a twenty-three-fold increase year-over-year from $56 thousand in Q2 2024[14] - Revenue for Q2 2025 was $1,302,000, a significant increase from $56,000 in Q2 2024, representing a growth of 2,221%[36] - Full year revenue guidance remains unchanged at $4.5 million for 2025 and $9.0 million for 2026[22] Gross Margin and Profitability - The company achieved a positive gross margin in Q2 2025, with a cost of revenues of approximately $1.2 million, compared to $85 thousand in Q2 2024[15] - Gross profit guidance for 2025 is set at $0.5 million, with an increase to $1.0 million projected for 2026[5] - Gross income for Q2 2025 was $62,000, compared to a gross loss of $29,000 in Q2 2024[36] Operating Expenses and Losses - Operating expenses decreased to approximately $4.9 million in Q2 2025, down from $9.6 million in Q2 2024[16] - Total operating expenses for Q2 2025 were $4,879,000, down from $9,579,000 in Q2 2024, a reduction of 49%[36] - Loss from operations was approximately $4.8 million in Q2 2025, significantly reduced from $9.6 million in Q2 2024[19] - Net loss for Q2 2025 was $4,583,000, a decrease from a net loss of $58,932,000 in Q2 2024[36] Cash Position - As of June 30, 2025, the company had $1.0 million in cash and cash equivalents, flat compared to the prior quarter[20] - Cash and cash equivalents at the end of Q2 2025 were $974,000, down from $3,512,000 at the end of 2024[35] - Net cash used in operating activities for the first half of 2025 was $(2,856,000), an improvement from $(7,362,000) in the first half of 2024[38] Intellectual Property - The company added 5 new patents in Q2 2025, bringing its total to 77 granted and 118 pending[11] - The company holds 77 granted patents and 118 pending patent applications, indicating a strong intellectual property position in biomaterials[33] Financial Position - The company reported total liabilities of $21,971,000 as of June 30, 2025, compared to $20,840,000 at the end of 2024[35] - The company’s total stockholders' deficit increased to $(15,160,000) as of June 30, 2025, from $(8,610,000) at the end of 2024[35] Financing Activities - Bolt has entered into a non-binding term sheet for up to $20 million in financing, subject to stock price and shareholder approval[5] Adjusted EBITDA - Adjusted EBITDA for Q2 2025 was approximately ($3.3) million, compared to ($2.6) million for Q2 2024[20] - Adjusted EBITDA for Q2 2025 was $(3,283,000), compared to $(2,584,000) in Q2 2024[40]

[Selected Definitions](index=4&type=section&id=Selected%20Definitions) This section defines key terms such as company entities, financial instruments, and transaction types - The document defines key terms such as 'Bolt' (Bolt Projects Holdings, Inc., formerly Golden Arrow Merger Corp.), 'Bolt Threads' (Bolt Threads, Inc. and its subsidiaries), 'Business Combination' or 'Merger' (transactions from the Business Combination Agreement), 'Common stock' (par value $0.0001 per share), 'GAMC' (Golden Arrow Merger Corp.), 'Nasdaq' (The Nasdaq Stock Market LLC), 'Sponsor' (Golden Arrow Sponsor, LLC), and various types of warrants[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[19](index=19&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section outlines risks and uncertainties of forward-looking statements, which could cause actual results to differ - This section highlights that the report contains forward-looking statements, which are predictions based on current expectations and projections, subject to known and unknown risks and uncertainties that could cause actual results to differ materially[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - Key risks include a history of losses and negative cash flows raising substantial doubt about the company's ability to continue as a going concern, potential inability to service debt, risk of Nasdaq delisting, high dependency on the Vegan Silk Technology Platform, reliance on a single manufacturing partner, and identified material weaknesses in internal control over financial reporting[23](index=23&type=chunk)[25](index=25&type=chunk) [Part I — Financial Information](index=7&type=section&id=Part%20I%20%E2%80%94%20Financial%20Information) This section presents the company's unaudited condensed consolidated financial statements and management's discussion [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the three months ended March 31, 2025 and 2024, including balance sheets, statements of operations and comprehensive loss, statements of convertible preferred stock and stockholders' deficit, and statements of cash flows, along with detailed notes explaining accounting policies, financial instruments, and other significant financial components [Condensed Consolidated Balance Sheets (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) This table presents the company's financial position, detailing assets, liabilities, and stockholders' deficit Balance Sheet Summary (in thousands) | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :------------------------------ | :------------------------------- | | Total Assets | $8,760 | $12,230 | | Total Liabilities | $21,196 | $20,840 | | Total Stockholders' Deficit | $(12,436) | $(8,610) | | Cash and cash equivalents | $984 | $3,512 | | Total current assets | $5,067 | $8,735 | | Total current liabilities | $7,217 | $6,837 | | Long-term debt, non-current | $13,100 | $13,186 | [Condensed Consolidated Statements Of Operations And Comprehensive Loss (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Operations%20And%20Comprehensive%20Loss%20(Unaudited)) This table summarizes the company's financial performance, including revenue, expenses, and net loss Statements of Operations Summary (in thousands) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (YoY) | | :------------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :------------------- | | Revenue | $171 | $19 | +$152 (800%) | | Cost of revenue | $172 | $65 | +$107 (165%) | | Gross loss | $(1) | $(46) | +$45 (-98%) | | Total operating expenses | $5,399 | $5,226 | +$173 (3%) | | Loss from operations | $(5,400) | $(5,272) | -$128 (2%) | | Net loss | $(5,959) | $(6,594) | +$635 (-10%) | | Net loss per share, basic and diluted | $(3.00) | $(28.22) | +$25.22 (-89%) | | Weighted-average common shares outstanding | 1,985,621 | 233,660 | +1,751,961 (750%) | [Condensed Consolidated Statements Of Convertible Preferred Stock and Stockholders' Deficit (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Convertible%20Preferred%20Stock%20and%20Stockholders%27%20Deficit%20(Unaudited)) This table details changes in the company's equity and deficit, reflecting stock issuances, compensation, and net loss Stockholders' Deficit Summary (in thousands) | Metric | Balance at January 1, 2025 (in thousands) | Balance at March 31, 2025 (in thousands) | | :-------------------------------- | :-------------------------------------- | :------------------------------------- | | Common Stock Shares | 1,714,792 | 2,061,779 | | Additional Paid-In Capital | $453,172 | $455,303 | | Accumulated Deficit | $(461,801) | $(467,760) | | Total Stockholders' Deficit | $(8,610) | $(12,436) | - During the three months ended March 31, 2025, the company issued **342,842 shares** of common stock for a common stock purchase agreement and **4,145 shares** for restricted stock units vesting. Stock-based compensation expense was **$2,131 thousand**, and the net loss was **$(5,959) thousand**[33](index=33&type=chunk) [Condensed Consolidated Statements Of Cash Flows For The Three Months Ended March 31, 2025 And 2024 (Unaudited)](index=11&type=section&id=Condensed%20Consolidated%20Statements%20Of%20Cash%20Flows%20For%20The%20Three%20Months%20Ended%20March%2031%2C%202025%20And%202024%20(Unaudited)) This table presents cash flows from operating, investing, and financing activities for the specified periods Cash Flow Summary (in thousands) | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(2,467) | $(4,536) | | Net cash used in investing activities | $(14) | $(13) | | Net cash provided by (used in) financing activities | $(47) | $4,529 | | Net change in cash, cash equivalents and restricted cash | $(2,528) | $(54) | | Cash, cash equivalents and restricted cash at end of period | $984 | $880 | [Notes To Unaudited Condensed Consolidated Financial Statements (Unaudited)](index=13&type=section&id=Notes%20To%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements [Note 1. Organization and Description of Business](index=13&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) This note describes the company's core business, recent corporate transactions, and the impact of a reverse stock split - Bolt Projects Holdings, Inc. develops and produces biomaterials, with flagship products b-silk and xl-silk from its Vegan Silk Technology Platform[38](index=38&type=chunk) - A reverse merger with Golden Arrow Merger Corp. (GAMC) was completed on August 13, 2024, with Legacy Bolt identified as the accounting acquirer[39](index=39&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - The company effected a **1-for-20 reverse stock split** on April 21, 2025, retroactively adjusting all share and per share amounts[46](index=46&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) [Note 2. Liquidity and Going Concern](index=14&type=section&id=Note%202.%20Liquidity%20and%20Going%20Concern) This note addresses the company's financial viability, highlighting its accumulated deficit and insufficient cash - The company incurred a net loss of **$6.0 million** and used **$2.5 million** cash in operations for the three months ended March 31, 2025[51](index=51&type=chunk) - As of March 31, 2025, the company had an accumulated deficit of **$467.8 million**, negative net working capital of **$2.2 million**, and cash and cash equivalents of **$1.0 million**[51](index=51&type=chunk) - Current cash and cash equivalents are insufficient to fund operations for the next twelve months, raising substantial doubt about the company's ability to continue as a going concern[52](index=52&type=chunk)[54](index=54&type=chunk) [Note 3. Significant Accounting Policies](index=15&type=section&id=Note%203.%20Significant%20Accounting%20Policies) This note outlines key accounting principles applied in financial statements, including revenue recognition and segment reporting - A prior error was corrected by reclassifying **$0.2 million** from research and development to general and administrative expenses for Q1 2024, with no impact on total operating expenses or net loss[57](index=57&type=chunk) - The company operates as a single reportable segment, the Vegan Silk Technology Platform, generating revenue from b-silk and xl-silk products[63](index=63&type=chunk) - The company is dependent on a sole supplier for certain b-silk manufacturing activities and a single customer represented **88%** and **94%** of total revenue for Q1 2025 and Q1 2024, respectively[69](index=69&type=chunk) - Revenue is recognized when control of the product (b-silk) is transferred to customers, generally upon shipment[84](index=84&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for new accounting standards[58](index=58&type=chunk)[60](index=60&type=chunk) [Note 4. Fair Value Measurements](index=20&type=section&id=Note%204.%20Fair%20Value%20Measurements) This note details valuation methodologies and inputs for financial instruments measured at fair value, especially warrant liabilities Fair Value of Liabilities (in thousands) | Liability | Level 1 | Level 2 | Level 3 | Total | | :---------------------------------- | :------ | :------ | :------ | :------ | | Public placement warrant liability | $— | $— | $83 | $83 | | Related party private placement warrant liability | $— | $— | $744 | $744 | | Long-term debt, non-current | $— | $13,100 | $— | $13,100 | | **Total liabilities** | **$—** | **$13,100** | **$827** | **$13,927** | - Public Placement Warrant Liability and Related Party Private Placement Warrant Liability are Level 3 measurements, valued using a Monte Carlo simulation model with unobservable inputs[91](index=91&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The fair value of Public Placement Warrant Liability decreased by **$184 thousand**, and Related Party Private Placement Warrant Liability increased by **$611 thousand** (net change) during Q1 2025[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - No convertible notes, related party convertible notes, share-based termination liability, or convertible preferred stock warrants were outstanding as of March 31, 2025[103](index=103&type=chunk)[105](index=105&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) [Note 5. Significant Balance Sheet Components](index=26&type=section&id=Note%205.%20Significant%20Balance%20Sheet%20Components) This note provides a breakdown of key asset and liability accounts, including prepaid expenses and excise tax payable Prepaid Expenses and Other Current Assets (in thousands) | Component | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------------------------- | :---------------------------- | :------------------------------- | | Prepaid expenses | $887 | $1,200 | | Other current assets (incl. ERC) | $615 | $1,347 | | **Total prepaid expenses and other current assets** | **$1,502** | **$2,593** | - Other non-current assets primarily include **$3.0 million** of remaining credit from an upfront payment to Ginkgo Bioworks, Inc. for future technical services[112](index=112&type=chunk) - The company owes approximately **$2.8 million** in excise tax payable as of March 31, 2025, and has accrued **$0.5 million** in interest and penalties[115](index=115&type=chunk) [Note 6. Borrowings](index=27&type=section&id=Note%206.%20Borrowings) This note describes the company's debt obligations, including the Amended Senior Note with Ginkgo and its repayment schedule - The Amended Senior Note with Ginkgo has an outstanding principal balance of **$12.0 million**, an effective interest rate of **8.3%**, and a carrying value of **$13.1 million** as of March 31, 2025[125](index=125&type=chunk) - The Amended Senior Note's maturity date was extended to **December 31, 2027**, with interest rate increased to a fixed **12%** per annum from the previous treasury rate plus 6%[122](index=122&type=chunk) Debt Principal Payments (in thousands) | For the remainder of the year ending December 31, | Amount (in thousands) | | :-------------------------------- | :-------------------- | | 2025 | $— | | 2026 | $— | | 2027 | $11,960 | | **Total debt principal payments** | **$11,960** | [Note 7. Warrants](index=29&type=section&id=Note%207.%20Warrants) This note details various warrants outstanding, their classification as equity or liabilities, and exercise terms - Private Warrants, converted from convertible preferred stock warrants upon the Merger, are classified as equity, with **1,843 shares** outstanding at March 31, 2025[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - Public Warrants (**479,163 shares**) and Private Placement Warrants (**250,000 shares** to Sponsor) were assumed in the Merger, classified as liabilities, and are remeasured at fair value[134](index=134&type=chunk)[135](index=135&type=chunk) - On February 14, 2025, Private Placement Warrants were exchanged for **250,000 Sponsor Warrants** with a **$10.00 exercise price**, exercisable immediately and expiring in five years[144](index=144&type=chunk) - Triton Warrants to purchase up to **150,000 shares** at a **$10.00 exercise price** were issued on February 13, 2025, classified as equity, and become exercisable on August 13, 2025[150](index=150&type=chunk)[151](index=151&type=chunk) [Note 8. Stock-Based Compensation](index=33&type=section&id=Note%208.%20Stock-Based%20Compensation) This note explains accounting for stock-based awards, including expense recognition and shares reserved for issuance - As of March 31, 2025, **2,061,779 shares** of common stock were issued and outstanding, with **1,262,719 shares** reserved for issuance (including warrants, stock options, and RSUs)[154](index=154&type=chunk)[155](index=155&type=chunk) - Total stock-based compensation expense for the three months ended March 31, 2025, was **$2,131 thousand**, significantly up from **$98 thousand** in the prior year[160](index=160&type=chunk) - Unrecognized stock-based compensation expense for service-based options is **$1.1 million** (over 2.6 years), and for RSUs is **$4.4 million** (over 1.0 year)[157](index=157&type=chunk)[159](index=159&type=chunk) [Note 9. Income Taxes](index=36&type=section&id=Note%209.%20Income%20Taxes) This note outlines the company's income tax provision and effective tax rate, primarily influenced by losses and stock compensation - The company reported a **zero income tax provision** and an effective tax rate of **0.0%** for the three months ended March 31, 2025 and 2024, primarily due to stock compensation and U.S. federal, state, and foreign losses[162](index=162&type=chunk) [Note 10. Commitments and Contingencies](index=36&type=section&id=Note%2010.%20Commitments%20and%20Contingencies) This note discloses contractual obligations, Nasdaq compliance issues, and recent financing and settlement agreements - The company has a Technical Development Agreement (2022 TDA) with Ginkgo, including a royalty payment obligation on future net sales and a remaining credit of **$3.2 million** for technical services[168](index=168&type=chunk)[169](index=169&type=chunk) - Nasdaq notified the company of non-compliance with minimum bid price (**$1.00**) in November 2024 (regained compliance May 7, 2025, after reverse stock split) and with Minimum Value of Listed Securities (**$50 million**) and Market Value of Publicly Held Shares (**$15 million**) in February 2025 (180 days to regain compliance)[171](index=171&type=chunk)[172](index=172&type=chunk) - A common stock purchase agreement with Triton Funds was entered on February 13, 2025, for up to **$1.5 million** in shares, with **342,842 shares** issued on March 31, 2025, pending payment[173](index=173&type=chunk)[174](index=174&type=chunk) - A settlement agreement with the SPAC-Sponsor on February 14, 2025, addresses a **$2.8 million** excise tax liability and involved the exchange of Private Placement Warrants for Sponsor Warrants[175](index=175&type=chunk)[177](index=177&type=chunk) [Note 11. Basic and Diluted Net Loss Per Share](index=39&type=section&id=Note%2011.%20Basic%20and%20Diluted%20Net%20Loss%20Per%20Share) This note presents the calculation of net loss per share, including the impact of anti-dilutive securities Net Loss Per Share Calculation | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss attributable to common stockholders | $(5,959) | $(6,594) | | Weighted-average common shares outstanding | 1,985,621 | 233,660 | | **Net loss per share, basic and diluted** | **$(3.00)** | **$(28.22)** | - Securities totaling **1,229,266 shares** (including stock options and warrants) were excluded from diluted EPS calculation for Q1 2025 due to their anti-dilutive effect[179](index=179&type=chunk) [Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20And%20Analysis%20Of%20Financial%20Condition%20And%20Results%20Of%20Operations) This section provides management's perspective on the company's financial condition and results of operations [Overview](index=40&type=section&id=Overview) This section introduces the company's business, focusing on its Vegan Silk Technology Platform and product commercialization - Bolt Projects Holdings, Inc. develops and leverages its Vegan Silk Technology Platform to produce b-silk and xl-silk, biodegradable protein polymers for the beauty and personal care market[181](index=181&type=chunk) - Commercialization of b-silk began in 2019 for direct-to-consumer products and in 2020 for business-to-business products[181](index=181&type=chunk) [Recent Developments](index=40&type=section&id=Recent%20Developments) This section summarizes key corporate events, including the merger, reverse stock split, Nasdaq compliance, and financing - A merger transaction between Legacy Bolt and Golden Arrow Merger Corp. (GAMC) was completed on August 13, 2024, with Legacy Bolt determined as the accounting acquirer[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - A **1-for-20 reverse stock split** was effected on April 21, 2025, to regain compliance with Nasdaq's minimum bid price requirement, which was achieved on May 7, 2025[189](index=189&type=chunk)[196](index=196&type=chunk) - The company received Nasdaq notices on February 10, 2025, for non-compliance with Minimum Value of Listed Securities (**$50 million**) and Market Value of Publicly Held Shares (**$15 million**) requirements, with 180 days to regain compliance[197](index=197&type=chunk) - A common stock purchase agreement with Triton Funds was entered on February 13, 2025, for up to **$1.5 million** in shares, with **342,842 shares** issued on March 31, 2025, pending payment[198](index=198&type=chunk)[199](index=199&type=chunk) - A settlement agreement with the SPAC-Sponsor on February 14, 2025, addresses a **$2.8 million** excise tax liability and involved the exchange of Private Placement Warrants for Sponsor Warrants[200](index=200&type=chunk)[203](index=203&type=chunk) [Impact of Macroeconomic Trends](index=43&type=section&id=Impact%20of%20Macroeconomic%20Trends) This section discusses how macroeconomic conditions could affect the company's financial performance and growth - Unfavorable macroeconomic conditions, such as rising inflation, interest rate hikes, and geopolitical instability, could negatively affect business growth, results of operations, and the ability to obtain future financing[205](index=205&type=chunk) - While not currently having a material adverse impact, worsening economic uncertainty could harm the company's business, financial condition, and results of operations[205](index=205&type=chunk) [Key Factors Affecting Our Results and Performance](index=43&type=section&id=Key%20Factors%20Affecting%20Our%20Results%20and%20Performance) This section identifies critical factors influencing operational and financial outcomes, including product dependency and manufacturing - The company's revenue is substantially dependent on sales of its b-silk product, which has limited product and brand recognition[206](index=206&type=chunk) - The company relies on a single manufacturing partner, Laurus Bio, for b-silk production, posing risks to its ability to produce the product in a timely manner[208](index=208&type=chunk) - Future plans include investments in research and development, but lack of significant revenue or funding could adversely impact results[209](index=209&type=chunk) - The company discontinued commercial development of Mylo (a leather alternative) in early 2023 to focus exclusively on the Vegan Silk Technology Platform[207](index=207&type=chunk) [Components of Results of Operations](index=44&type=section&id=Components%20of%20Results%20of%20Operations) This section explains primary elements contributing to financial results, such as revenue, cost of revenue, and operating expenses - Revenue is principally derived from b-silk sales and recognized when control of the product is transferred to customers, typically upon shipment[210](index=210&type=chunk) - Cost of revenue includes manufacturing, warehousing, shipping, quality assessments, and inventory impairment[210](index=210&type=chunk) - Operating expenses comprise research and development, sales and marketing (expected to increase), and general and administrative costs (expected to increase as a public company)[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) - Other income (expense) includes interest expense and remeasurements of various financial liabilities such as warrant liabilities and convertible notes[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk) [Results of Operations for the Three Months Ended March 31, 2025 and 2024](index=46&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) This section provides a detailed comparative analysis of financial performance for the specified periods Results of Operations for the Three Months Ended March 31, 2025 and 2024 Data | Metric | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Dollar Change | Percentage Change | | :------------------------------------------ | :--------------------- | :--------------------- | :------------ | :---------------- | | Revenue | $171 | $19 | $152 | 800% | | Cost of revenue | $172 | $65 | $107 | 165% | | Gross loss | $(1) | $(46) | $45 | (98%) | | Research and development | $925 | $413 | $512 | 124% | | Sales and marketing | $120 | $61 | $59 | 97% | | General and administrative | $4,354 | $4,752 | $(398) | (8%) | | Total operating expenses | $5,399 | $5,226 | $173 | 3% | | Loss from operations | $(5,400) | $(5,272) | $(128) | 2% | | Net loss | $(5,959) | $(6,594) | $635 | (10%) | - Revenue increased by **800%** primarily due to increased sales of products from the Vegan Silk Technology Platform[226](index=226&type=chunk) - Research and development expenses increased by **124%** due to higher stock-based compensation and outside consulting spend[229](index=229&type=chunk) - General and administrative expenses decreased by **8%** due to lower finance and legal costs from prior year financings, partially offset by increased stock-based compensation and personnel costs[231](index=231&type=chunk) - Remeasurement of public placement warrant liability resulted in a **$0.2 million gain** in Q1 2025, while remeasurement of related party private placement warrant liability resulted in a **$0.6 million loss**, including the impact of a warrant modification[237](index=237&type=chunk)[238](index=238&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet financial obligations, discussing cash, accumulated deficit, and funding plans - The company has a history of losses and negative cash flows, with cash and cash equivalents of **$1.0 million** and an accumulated deficit of **$467.8 million** as of March 31, 2025[240](index=240&type=chunk) - Current cash is insufficient to fund operations for the next twelve months, raising substantial doubt about the company's ability to continue as a going concern[241](index=241&type=chunk)[242](index=242&type=chunk) - The company plans to obtain additional capital through equity offerings, debt financing, or restructuring current financial obligations[243](index=243&type=chunk) Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Cash used in operating activities | $(2,467) | $(4,536) | | Cash used in investing activities | $(14) | $(13) | | Cash provided (used) by financing activities | $(47) | $4,529 | | Net change in cash and cash equivalents and restricted cash | $(2,528) | $(54) | - Net cash used in operating activities decreased by **$2.1 million** year-over-year, primarily due to a decrease in net loss[250](index=250&type=chunk) [Critical Accounting Policies and Estimates](index=52&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines accounting policies and significant judgments impacting financial statements, like revenue recognition and stock compensation - Critical accounting policies include revenue recognition (sales recorded upon transfer of control), deferred transaction costs (capitalized for Triton financing), and impairment of long-lived assets (evaluated using undiscounted future cash flows)[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - Stock-based compensation for RSUs and stock options involves significant estimates, including fair value of common stock, expected volatility, expected term, and risk-free interest rates[260](index=260&type=chunk)[261](index=261&type=chunk) - Common stock warrants are classified as equity or liabilities based on settlement terms and remeasured at fair value if classified as liabilities[264](index=264&type=chunk)[265](index=265&type=chunk) - The company's status as an Emerging Growth Company and Smaller Reporting Company allows for delayed adoption of new accounting standards and reduced disclosure obligations[271](index=271&type=chunk)[272](index=272&type=chunk)[273](index=273&type=chunk) [Item 3. Quantitative And Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20And%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Bolt Projects Holdings, Inc. is not required to provide market risk disclosures - The company is not required to provide quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[274](index=274&type=chunk) [Item 4. Controls And Procedures.](index=55&type=section&id=Item%204.%20Controls%20And%20Procedures.) Management concluded that disclosure controls were ineffective due to material weaknesses in internal control over financial reporting - Disclosure controls and procedures were not effective as of March 31, 2025, due to material weaknesses in internal control over financial reporting[276](index=276&type=chunk) - Identified material weaknesses include insufficient personnel with technical accounting competency, lack of formal accounting policies and controls, ineffective IT general controls, and lack of formalized Board meeting minutes[277](index=277&type=chunk) - Remediation efforts include engaging consultants for technical accounting and financial reporting, assisting with closing processes and segregating duties, implementing a process for Board meeting minutes, and hiring key finance roles (VP Finance, Controller)[278](index=278&type=chunk) - Despite material weaknesses, management concluded that the condensed consolidated financial statements fairly present the financial position, results of operations, and cash flows[279](index=279&type=chunk) [Part II — Other Information](index=57&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) This section contains additional disclosures not covered in financial statements, including legal proceedings and risk factors [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any outstanding material litigation, though it may be party to various lawsuits - The company does not currently have any outstanding material litigation[283](index=283&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) This section refers to risk factors from the Annual Report on Form 10-K, stating no material changes to those risks - There have been no material changes to the risk factors from those included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[284](index=284&type=chunk) [Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20Of%20Equity%20Securities%20And%20Use%20Of%20Proceeds) No unregistered sales of equity securities occurred during the period not previously reported in a Current Report on Form 8-K - There have been no unregistered sales of equity securities during the period covered by this Quarterly Report on Form 10-Q that were not previously reported in a Current Report on Form 8-K[285](index=285&type=chunk) [Item 3. Defaults Upon Senior Securities](index=57&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There have been no defaults upon senior securities - There have been no defaults upon senior securities[286](index=286&type=chunk) [Item 4. Mine Safety Disclosures](index=57&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[287](index=287&type=chunk) [Item 5. Other Information](index=57&type=section&id=Item%205.%20Other%20Information) No other information to disclose, specifically no director or officer adopted or terminated a Rule 10b5-1 trading arrangement - No director or 'officer' adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended March 31, 2025[288](index=288&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section provides a comprehensive list of exhibits filed as part of the Form 10-Q, including agreements and certifications - The exhibit index includes the Business Combination Agreement, Certificate of Amendment for the Reverse Stock Split, Amended and Restated Bylaws, various Warrant Agreements (including with Triton Funds and Golden Arrow Sponsor LLC), Common Stock Purchase Agreement with Triton Funds, and Settlement Agreement with Golden Arrow Sponsor LLC[290](index=290&type=chunk) [Signatures](index=60&type=section&id=Signatures) This section confirms the official signing of the report by the principal executive and financial officers - The report is signed by Daniel Widmaier, Chief Executive Officer (principal executive officer), and Randy Befumo, Interim Chief Financial Officer (principal financial officer and principal accounting officer), on May 12, 2025[296](index=296&type=chunk)

Revenue Performance - Revenues for Q1 2025 were approximately $171 thousand, a significant increase from $19 thousand in Q1 2024, primarily driven by ongoing shipments and reorders[16] - Total revenue for Q1 2025 was $171,000, compared to $19,000 in Q1 2024, representing an increase of 800%[36] - Vegan Silk Technology Platform revenues grew nine-fold year-over-year to $0.2 million in Q1 2025, with projections of at least $4.5 million for 2025 and $9.0 million for 2026[5][22] Operating Expenses and Losses - Operating expenses for Q1 2025 were approximately $5.4 million, slightly up from $5.2 million in Q1 2024, reflecting increased spending to support business growth[18] - Total operating expenses for Q1 2025 were $5,399,000, slightly higher than $5,226,000 in Q1 2024, reflecting increased investment in research and development[36] - The net loss for Q1 2025 was approximately $6.0 million, an improvement from a net loss of $6.6 million in Q1 2024[19] - Net loss for Q1 2025 was $5,959,000, compared to a net loss of $6,594,000 in Q1 2024, showing a reduction in losses[36] - Adjusted EBITDA for Q1 2025 was approximately ($3.1) million, compared to ($2.5) million for Q1 2024[20] - Adjusted EBITDA for Q1 2025 was $(3,079,000), compared to $(2,475,000) in Q1 2024, indicating ongoing challenges in achieving profitability[39] Financial Position - Cash and cash equivalents decreased to $984,000 in Q1 2025 from $3,512,000 in Q4 2024, highlighting liquidity concerns[35] - Total current liabilities increased to $7,217,000 in Q1 2025 from $6,837,000 in Q4 2024, indicating rising short-term financial obligations[35] - Long-term debt remained relatively stable at $13,100,000 in Q1 2025 compared to $13,186,000 in Q4 2024[35] Research and Development - Research and development expenses for Q1 2025 were $925,000, up from $413,000 in Q1 2024, emphasizing the company's focus on innovation[36] Customer and Market Development - The company added two new customers in high-impact skincare and haircare segments, leveraging the Vegan Silk Technology Platform for new product innovations[4] Intellectual Property - Bolt's intellectual property portfolio expanded by 7 granted patents in Q1 2025, totaling 75 granted patents and 114 pending applications[11] Production and Supply Chain - Bolt's production and supply chain strategy is designed to support more than ten times the output of 2024 while maintaining cost-effectiveness[8] Stock and Shareholder Actions - The company completed a 20-to-1 reverse stock split on April 22, 2025, following an affirmative shareholder vote[15] - The company reported a weighted-average common shares outstanding of 1,985,621 for Q1 2025, significantly higher than 233,660 in Q1 2024, reflecting potential dilution[36]

Revenue Performance - Full year 2024 revenues for the Vegan Silk Technology Platform were $1.4 million, 37% ahead of initial projections, driven by orders for fast track launches in 2025[4] - For 2025, platform revenues are projected to reach at least $4.5 million, supported by multi-year supply agreements and customer expansion[4] - The company announced a 2026 revenue target of $9.0 million, reflecting its growing customer base and expected successful product adoption[4] - Revenues for the fourth quarter of 2024 were approximately $1.3 million compared to revenues of $1.4 million in the fourth quarter of 2023, remaining roughly flat year over year[14] - Revenues for the full year 2024 were approximately $1.4 million compared to revenues of $3.4 million in 2023, primarily due to decreased sales of products from the Vegan Silk Technology Platform[20] - The Company reported revenue of $1,293,000 for the three months ended December 31, 2024, a decrease of 8.2% compared to $1,409,000 for the same period in 2023[41] Financial Losses - Operating loss and net loss were approximately $6.5 million and $6.3 million, respectively, for the fourth quarter of 2024, compared to operating loss and net loss of $6.3 million and $7.7 million for the fourth quarter of 2023[17] - Adjusted EBITDA was approximately ($3.6) million in the fourth quarter of 2024, compared to ($0.2) million for the fourth quarter of 2023[18] - The net loss for the year ended December 31, 2024, was $65,393,000, compared to a net loss of $57,720,000 for the year ended December 31, 2023, indicating a worsening financial performance[41] - Adjusted EBITDA for the year ended December 31, 2024, was $(11,438,000), an improvement from $(20,332,000) in 2023, suggesting operational efficiency gains despite overall losses[44] Cost and Expenses - Cost of revenues for the full year 2024 was approximately $1.5 million with a nearly break-even gross margin, compared to $4.8 million in 2023 with a gross margin of (40%)[21] - The Company’s operating expenses totaled $41,515,000 for the year ended December 31, 2024, compared to $33,228,000 for the previous year, indicating increased investment in operations[41] - Research and development expenses increased to $1,385,000 for the three months ended December 31, 2024, from $555,000 in the same period of 2023, reflecting a significant investment in innovation[41] Manufacturing and Innovation - Bolt produced more than 3,600 kilograms of vegan silk material at the lowest cost ever achieved in 2024, reducing manufacturing costs by approximately 50% year over year[9] - The Company holds 68 granted patents and 166 pending patent applications, underscoring its commitment to innovation in biomaterials[38] Asset and Liability Management - The Company’s total current assets increased to $8,735,000 as of December 31, 2024, compared to $4,672,000 as of December 31, 2023, indicating improved liquidity[40] - Total liabilities decreased to $20,840,000 as of December 31, 2024, from $42,926,000 as of December 31, 2023, reflecting a reduction in financial obligations[40] - The Company’s cash and cash equivalents increased significantly to $3,512,000 as of December 31, 2024, from $894,000 as of December 31, 2023, enhancing its financial stability[40]

Financial Performance - The company reported a net loss of $65.4 million and $57.7 million for the years ended December 31, 2024, and December 31, 2023, respectively, with an accumulated deficit of $461.8 million as of December 31, 2024[38]. - The company reported substantial doubt about its ability to continue as a going concern, needing additional capital to support planned product development and operations[78]. - Estimated cash and cash equivalents as of the issuance date of the consolidated financial statements are insufficient to fund operating, investing, and financing cash flow needs for the next twelve months[78]. - The company expects significant losses and negative cash flow as it works to expand market share and incurs additional costs for product development and commercialization[83]. - The company has a limited history of commercial operations, making it difficult to accurately forecast revenues and earnings[84]. - The company incurred net losses of $65.4 million and $57.7 million for the years ended December 31, 2024, and 2023, respectively, with an accumulated deficit of $461.8 million as of December 31, 2024[81]. Market and Industry Insights - The overall beauty and personal care market is projected to grow at a compound annual growth rate (CAGR) of 7.7% to reach $973 billion by 2030[41]. - The global silicone market within the beauty and personal care sector is estimated to be between $16.7 billion and $19.9 billion, with the silicone elastomers subsector representing a market of $6.3 billion to $10.0 billion[43]. - The company is positioned to capture the market shift towards sustainable ingredients, although silicone elastomers are expected to remain the primary ingredient for the foreseeable future[66]. - The company may face substantial competition in the cosmetic ingredients segment, which could impact market share and financial performance[114]. Product Development and Technology - The Vegan Silk Technology Platform includes b-silk and xl-silk, which are fully biodegradable and have been in the market since 2019, supported by a patent portfolio of 68 granted patents and 166 pending applications[36][62]. - The Vegan Silk Technology Platform is designed to replace silicone elastomers, offering a wider range of potential claims as a functional cosmetic ingredient[44][46]. - The company has developed additional offerings from the Vegan Silk Technology Platform, including xl-silk, in response to customer needs for enhanced solubility and binding[57]. - The company is focused on developing and selling offerings from its Vegan Silk Technology Platform, which includes products like b-silk and xl-silk[65]. Operational Challenges - The company faces challenges in achieving market acceptance for its Vegan Silk Technology Platform products, which depend on factors such as public perception and regulatory approvals[93]. - The company relies on a single manufacturing partner, Laurus Bio, for the production of its products, which poses risks related to supply chain stability and production capacity[95]. - The company must increase production volumes to achieve economies of scale and reduce per-unit production costs, but may face challenges in selling output timely[112]. - The company faces significant risks in scaling up production due to potential delays and complications in manufacturing processes, which could adversely affect supply and gross margins[117]. Intellectual Property and Compliance - The company aims to protect its intellectual property through various means, including patents, trademarks, and trade secrets[63]. - Patent protection is critical for the company's competitive position, with current patents set to expire between 2034 and 2044, which may affect future revenue generation[132]. - The company may face challenges in defending its intellectual property rights, which could lead to costly litigation and impact its ability to commercialize products[135]. - The company is required to comply with various federal, state, and international laws and regulations, including those from the FDA and FTC, regarding its products[68]. Human Resources and Management - As of December 31, 2024, the company had 13 full-time employees in the United States and one in Canada, with a total of eight consultants[72]. - The management team has limited experience in operating a public company, which may impact the company's ability to meet regulatory obligations and manage investor relations effectively[121]. - The company relies on key personnel for its success, and the inability to attract or retain skilled employees may have a material adverse effect on its operations[120]. Financial Instruments and Market Conditions - The company has 9,583,265 Public Warrants, 5,000,000 Sponsor Warrants, and 3,000,000 Triton Warrants outstanding, all exercisable for shares of Common stock at exercise prices of $11.50, $0.50, and $0.50 respectively[157]. - The company may redeem outstanding Public Warrants at a price of $0.01 per warrant if the last reported sales price of Common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period[160]. - The market price of Common stock has been volatile and may decline regardless of the company's operating performance, potentially leading to losses for investors[167]. - The company has filed a registration statement covering the resale of up to 28,319,770 shares of Common stock, which could significantly impact the market price of its securities[177]. Regulatory and Compliance Issues - The company received a letter from Nasdaq on November 6, 2024, indicating that the closing bid price for its Common stock was below the minimum required share price for continued listing[185]. - The company has until May 5, 2025, to regain compliance with the Minimum Bid Price Requirement, which requires the closing bid price to be at least $1.00 for a minimum of 10 consecutive business days[186]. - The company also received notifications on February 10, 2025, regarding non-compliance with the minimum $50 million value of listed securities and the $15 million market value of publicly held shares, with a compliance deadline of August 11, 2025[227]. Cybersecurity and Risk Management - The company has developed a cybersecurity risk management program to protect its critical systems and information[202]. - The Board of Directors considers cybersecurity risk as part of its risk oversight function, delegating oversight to the Audit Committee[206]. - The Audit Committee receives periodic reports from management regarding cybersecurity risks and significant incidents[207]. - Cybersecurity risks are heightened due to the company's remote-first operational model, potentially exposing it to data or financial loss[144].

Financial Performance and Risks - The company has a history of net losses and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern [12]. - The company may incur significant future expenses and capital expenditures to execute its business plan, potentially impacting profitability [22]. - Future litigation or legal proceedings could adversely affect the company's business and results of operations [36]. Revenue Dependence and Customer Base - Revenue is primarily generated from sales of the b-silk product, indicating high dependency on its market success [23]. - A limited number of customers and distributors account for a significant portion of revenue, making the company vulnerable to the loss of major clients [26]. Manufacturing and Supply Chain Risks - The company currently relies on a single manufacturing partner for b-silk production, which poses risks if this partnership is disrupted [24]. Competition and Market Position - The company faces substantial competition from existing materials and new entrants, which could impact market share if innovative products are not developed [29]. - The company may not be able to adequately protect its patents and intellectual property, which could harm its competitive position [32]. Internal Controls and Reporting - Material weaknesses in internal control over financial reporting have been identified, which could affect the accuracy of financial reporting [31]. Stock Market and Investment Risks - The market price of the company's common stock has been volatile, which could lead to investment losses [36].

Revenue and Growth Projections - Full year 2024 b-silk revenues are projected to exceed $1 million, with 2025 revenues expected to reach at least $4.5 million[1][7]. - Third quarter 2024 revenues were approximately $0.01 million, a decrease of $1.3 million compared to $1.3 million in Q3 2023[1][14]. - The company reported revenue of $1.289 million for the three months ended September 30, 2024, compared to $2.032 million for the same period in 2023, representing a decrease of approximately 36.6%[33]. Cost and Expense Management - The 2024 COGS reduction program has achieved over 60% reduction in cost-per-kilogram produced for b-silk[1][7]. - Operating expenses for Q3 2024 were approximately $20.2 million, up from $5.2 million in Q3 2023, primarily due to transaction expenses and increased stock-based compensation[1][17]. - Total operating expenses for the three months ended September 30, 2024, were $20.206 million, an increase from $5.159 million in the same period in 2023[33]. - The company incurred research and development expenses of $3.476 million for the three months ended September 30, 2024, compared to $9.077 million for the same period in 2023[33]. Profitability and Loss - Operating loss for Q3 2024 was approximately $20.2 million, compared to an operating loss of $5.1 million in Q3 2023[1][20]. - Gross loss for the three months ended September 30, 2024, was $1.254 million, compared to a gross loss of $3.698 million for the same period in 2023[33]. - The net loss for the three months ended September 30, 2024, was $6.392 million, compared to a net loss of $5.552 million for the same period in 2023[33]. - For the nine months ended September 2024, GAAP net loss was $(59,134,000), compared to $(50,050,000) for the same period in 2023[34]. Adjusted Financial Metrics - Adjusted EBITDA for Q3 2024 was approximately ($2.8) million, an improvement from ($4.1) million in Q3 2023[1][21]. - Adjusted EBITDA for the three months ended September 2024 was $(2,766,000), compared to $(4,104,000) for the same period in 2023, indicating a narrowing loss[34]. - The company emphasizes the importance of non-GAAP financial measures such as EBITDA and Adjusted EBITDA for evaluating its operating performance[27]. Intellectual Property and Production - The company has a robust intellectual property portfolio with 64 granted patents and 170 pending patent applications[1][11]. - The company has a total of 64 granted patents and 170 pending patent applications related to its Vegan Silk Technology Platform[31]. - Bolt has manufactured over 3,000 kilograms of vegan silk material in 2024, exceeding previous production runs by more than 50%[1][8]. Financial Position and Assets - Current assets totaled $12.410 million as of September 30, 2024, compared to $4.672 million as of September 30, 2023[32]. - Total liabilities amounted to $21.089 million as of September 30, 2024, down from $42.926 million as of September 30, 2023[32]. - The company’s cash and cash equivalents were $6.505 million as of September 30, 2024, compared to $894,000 as of September 30, 2023[32]. Sustainability and Recognition - Bolt's EcoVadis Silver Medal achievement places it in the top 15% of companies globally for sustainability[1][10].

As filed with the Securities and Exchange Commission on September 19, 2024 Registration No. 333-282014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOLT PROJECTS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 2860 86-1256660 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identif ...

As filed with the Securities and Exchange Commission on September 9, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BOLT PROJECTS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | | --- | (State or other jurisdiction of incorporation or organization) Delaware 2860 86-1256660 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identificati ...