Golden Arrow Merger (GAMC)

Search documents
Golden Arrow Merger (GAMC) - 2025 Q2 - Quarterly Report
2025-08-12 20:42
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________ FORM 10-Q _______________________________________________________________________ (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr ...
Golden Arrow Merger (GAMC) - 2025 Q2 - Quarterly Results
2025-08-12 20:37
BOLT PROJECTS HOLDINGS REPORTS Q2 2025 FINANCIAL RESULTS Berkeley, California – August 12, 2025 Introduction Bolt Projects Holdings, Inc. (Nasdaq: BSLK), a developer of biomaterials for the beauty and personal care industry, reported financial results for the second quarter ended June 30, 2025. "Demand for Vegan Silk™ continues to grow, resulting in positive gross margins a quarter ahead of estimate," said Dan Widmaier, Chairman and CEO. "Our pricing discipline helped us achieve profitability on material fr ...
Golden Arrow Merger (GAMC) - 2025 Q1 - Quarterly Report
2025-05-12 21:05
Revenue Performance - Total revenue for the three months ended March 31, 2025, was $171,000, a significant increase from $19,000 in the same period of 2024, representing an increase of 800%[30] - Revenue for the three months ended March 31, 2025, was $171,000, representing an increase of 800% compared to $19,000 in the same period of 2024[222] - Revenue increased by $0.2 million, or 800%, for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to increased sales from the Vegan Silk Technology Platform, including the b-silk product[226] Financial Losses and Improvements - The net loss for the three months ended March 31, 2025, was $5,959,000, a decrease from a net loss of $6,594,000 in the same period of 2024, showing a trend towards reduced losses[30] - The net loss for the three months ended March 31, 2025, was $5,959,000, a decrease of 10% from a net loss of $6,594,000 in the same period of 2024[222] - For the three months ended March 31, 2025, the company incurred a net loss of $6.0 million and used $2.5 million of cash in operations[51] Expenses and Cost Management - Gross loss for the first quarter of 2025 was $1,000, compared to a gross loss of $46,000 in Q1 2024, indicating an improvement in cost management[30] - Research and development expenses increased to $925,000 in Q1 2025 from $413,000 in Q1 2024, reflecting a focus on innovation and product development[30] - Research and development expenses rose to $925,000, a 124% increase from $413,000 in the prior year[222] - Sales and marketing expenses increased by 97% to $120,000, compared to $61,000 in the same period last year[222] - General and administrative expenses decreased slightly to $4,354,000, down 8% from $4,752,000[222] Cash Flow and Financial Position - Cash and cash equivalents decreased to $984,000 as of March 31, 2025, down from $3,512,000 at the end of 2024, indicating cash flow challenges[28] - Total liabilities increased to $21,196,000 as of March 31, 2025, compared to $20,840,000 at the end of 2024, reflecting growing financial obligations[28] - The company estimates that its cash and cash equivalents are insufficient to fund operating, investing, and financing cash flow needs for the next twelve months[52] - The company may seek additional capital through public or private equity offerings, debt financing, or restructuring current debt obligations[53] Stock and Equity - The company reported a weighted-average common shares outstanding of 1,985,621 for Q1 2025, a significant increase from 233,660 in Q1 2024, indicating potential dilution[30] - The Company has 881,007 warrants outstanding for future issuance of Common stock as of March 31, 2025, an increase from 729,166 warrants as of December 31, 2024[155] - The Company authorized the issuance of up to 500,000,000 shares of Common stock with a par value of $0.0001 per share[153] - As of March 31, 2025, there were 2,061,779 shares of Common stock issued and outstanding, compared to 1,714,792 shares as of December 31, 2024[154] Tax and Compliance Issues - The company currently owes approximately $2.8 million in excise tax related to redemptions of shares, with a proposed payment plan to the IRS[175] - The company has proposed a payment plan to the IRS to pay approximately $2.8 million in excise tax liability over time[200] - The company received a Bid Price Notice from Nasdaq on November 6, 2024, indicating non-compliance with the minimum bid price requirement, but regained compliance by May 7, 2025[171] Strategic Focus and Development - The company is focused on developing biomaterials products, including its flagship Vegan Silk Technology Platform, which aims to replace silicone elastomers in beauty and personal care[38] - The company discontinued the commercial development of Mylo to focus exclusively on the commercialization of its Vegan Silk Technology Platform[207] - Future plans include investments in research and development to maintain a competitive position in the market[209] Accounting and Financial Reporting - The company is currently evaluating the impact of new accounting standards on its consolidated financial statements, including ASU 2023-09 and ASU 2024-03[87][88] - The company has corrected a misclassification of $0.2 million in expenses between general and administrative and research and development for the three months ended March 31, 2024[57] - The misclassification of expenses had no impact on the Company's total operating expenses, net loss, or net loss per share[223]
Golden Arrow Merger (GAMC) - 2025 Q1 - Quarterly Results
2025-05-12 21:02
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 the full year 2025 and at least $9.0 million for 2026[5][22] Loss and Expenses - Operating loss for Q1 2025 was approximately $5.4 million, compared to $5.3 million in Q1 2024, while net loss decreased to $6.0 million from $6.6 million year-over-year[19] - Adjusted EBITDA for Q1 2025 was approximately ($3.1) million, compared to ($2.5) million in Q1 2024[20] - Operating expenses for Q1 2025 were approximately $5.4 million, slightly higher than $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] - 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 $(3,079,000), compared to $(2,475,000) in Q1 2024, indicating a deeper operational loss[39] Cash and Liquidity - Cash and cash equivalents as of March 31, 2025, were $1.0 million, down from $3.5 million as of December 31, 2024[20] - Cash and cash equivalents decreased to $984,000 in Q1 2025 from $3,512,000 in Q4 2024, highlighting liquidity challenges[35] Liabilities and Financial Health - Total current liabilities increased to $7,217,000 in Q1 2025 from $6,837,000 in Q4 2024, indicating rising short-term obligations[35] - Long-term debt remained relatively stable at $13,100,000 in Q1 2025 compared to $13,186,000 in Q4 2024[35] - Total stockholders' deficit increased to $(12,436,000) in Q1 2025 from $(8,610,000) in Q4 2024, indicating worsening financial health[35] Intellectual Property and Market Position - Bolt's intellectual property portfolio expanded by 7 granted patents in Q1 2025, totaling 75 granted patents and 114 pending applications[11] - The company added two new customers in high-impact skincare and haircare segments, indicating strong market traction and product validation[4] Strategic Focus - The company is focused on expanding its Vegan Silk Technology Platform to meet evolving consumer preferences and regulatory challenges[12] - The company anticipates achieving long-term gross margin targets of 60% as it scales production and optimizes costs[10]
Golden Arrow Merger (GAMC) - 2024 Q4 - Annual Results
2025-03-18 21:31
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, roughly flat year over year, primarily related to initial shipments to support the strategic partnership with Goddess Maintenance Company[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 Q4 2024, a decrease of 8.2% from $1,409,000 in Q4 2023[41] Profitability and Loss - 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] - Gross loss for Q4 2024 was $18,000 compared to a gross income of $261,000 in Q4 2023, indicating a significant decline in profitability[41] - The net loss for the year ended December 31, 2024, was $65,393,000, compared to a net loss of $57,720,000 in 2023, representing an increase of 13.0%[41] - The Company’s Adjusted EBITDA for the year ended December 31, 2024, was $(11,438,000), an improvement from $(20,332,000) in 2023[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] - Total operating expenses for the year ended December 31, 2024, were $41,515,000, up from $33,228,000 in 2023, reflecting an increase of 25.0%[41] Manufacturing and Innovation - The company 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, showcasing its commitment to innovation in biomaterials[38] Liquidity and Financial Health - Cash and cash equivalents increased to $3,512,000 in December 2024 from $894,000 in December 2023, indicating improved liquidity[40] - Total current liabilities decreased significantly from $27,290,000 in December 2023 to $6,837,000 in December 2024, reflecting a reduction in financial obligations[40] - The Company’s total stockholders' deficit improved to $(8,610,000) in December 2024 from $(112,541,000) in December 2023, indicating a positive shift in financial health[40] - Free cash flow is defined as net cash provided by operating activities less capital expenditures, indicating the Company’s liquidity strength[33] Future Outlook - Bolt anticipates gross profit will be positive for the full year 2025 and 2026[26]
Golden Arrow Merger (GAMC) - 2024 Q4 - Annual Report
2025-03-18 21:07
Financial Performance - The company reported a net loss of $65.4 million for the year ended December 31, 2024, and $57.7 million for the year ended December 31, 2023, with an accumulated deficit of $461.8 million as of December 31, 2024[38]. - The company reported a substantial doubt about its ability to continue as a going concern due to a history of losses and negative cash flows from operations, indicating a need for additional capital[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]. - In the years ended December 31, 2024, and 2023, the company incurred net losses of $65.4 million and $57.7 million, respectively, with an accumulated deficit of $461.8 million as of December 31, 2024[81]. - As of December 31, 2024, the company had federal and state net operating loss carryforwards of $359.5 million and $222.8 million, respectively, which may begin to expire in 2030 if not utilized[90]. - The company may incur additional debt in the future, which could exacerbate risks related to leverage and the ability to service its indebtedness[86]. - The company may need to adjust its pricing model due to macroeconomic factors, including inflation, which could adversely affect its financial condition[102]. - The company has never declared or paid cash dividends and intends to retain all available funds for business development and growth[219]. Market and Product Development - 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 aims to leverage its Vegan Silk Technology Platform to capture market shifts towards sustainable ingredients in the beauty and personal care market[66]. - The Vegan Silk Technology Platform includes b-silk and xl-silk, which are fully biodegradable and have been on 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 improved binding[57]. - The company has sold over 1,700 kilograms of products produced by Laurus Bio in 2024, with Laurus Bio undergoing capacity expansion expected to be completed by the second half of 2026[58]. - The company aims to reduce the cost of goods through process development improvements and economies of scale, supporting the expansion of the Vegan Silk Technology Platform into mass markets[52][56]. Competition and Market Risks - The company faces competition from major cosmetics companies like L'Oréal and Estee Lauder, which have greater financial resources and operational flexibility[66]. - The company faces significant competition in the cosmetic ingredients segment, with competitors potentially offering lower-priced alternatives[114]. - Market acceptance of the Vegan Silk Technology Platform products will depend on factors such as public acceptance, production quality, and regulatory approvals[93]. - The company may experience material increases in customer cancellations or reductions due to economic downturns, impacting revenue stability[101]. - The company has limited experience in marketing its Vegan Silk Technology Platform products, which may hinder its ability to gain market acceptance[104]. Operational Structure and Management - The company has 13 full-time employees in the United States and one in Canada, with a total of eight consultants, indicating a lean operational structure[72]. - The company is focused on attracting, developing, and retaining talent through cash compensation, bonus plans, and equity grants[73]. - The management team has limited experience operating a public company, which may impact their ability to manage regulatory obligations effectively[121]. - The company is focused on improving internal controls to remediate identified weaknesses, including hiring key finance roles and engaging consultants[127]. Regulatory and Compliance Issues - The company is subject to various federal, state, and international laws and regulations, including those enforced by the FDA and FTC, impacting its product manufacturing and marketing[68]. - The FDA's Modernization of Cosmetics Regulation Act of 2022 expands its authority over cosmetics, requiring compliance from customers and potentially impacting the company[149]. - The company is subject to government regulations that may restrict its ability to market products, particularly those involving the Vegan Silk Technology Platform[146]. - The company must navigate evolving consumer protection laws that could lead to class-action lawsuits based on marketing claims[147]. Intellectual Property and Cybersecurity - The company utilizes various forms of intellectual property protection, including patents, trademarks, and trade secrets, to maintain a strong proprietary position[63]. - Patent protection is critical for the company's competitive position, with current patents expiring between 2034 and 2044, which may affect future revenue generation[132]. - The company may face challenges in defending its intellectual property rights, which could hinder commercialization of its products[136]. - The company has developed a cybersecurity risk management program to protect the confidentiality, integrity, and availability of its critical systems and information[202]. - The company faces heightened operational and cybersecurity risks due to its remote-first work model, which may expose it to data or financial loss[144]. Financial Instruments and Stock Performance - As of February 28, 2025, there are 9,583,265 Public Warrants, 5,000,000 Sponsor Warrants, and 3,000,000 Triton Warrants outstanding, exercisable at prices of $11.50, $0.50, and $0.50 per share 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 company may redeem outstanding Public Warrants at a price of $0.10 per warrant if the last reported sale price of Common stock for any 20 trading days within a 30-trading day period equals or exceeds $10.00 per share[161]. - The trading price of the company's Common stock has been volatile and may continue to be affected by various market factors[167]. - 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 market value and $15 million publicly held shares requirements, with a compliance deadline of August 11, 2025[227]. Mergers and Acquisitions - The company completed a Business Combination with Bolt Threads, Inc. on August 13, 2024, becoming a wholly-owned subsidiary and changing its name to Bolt Projects Holdings, Inc.[74]. - A merger between Bolt Threads, Inc. and Golden Arrow Merger Corp. was completed on August 13, 2024, with Bolt Threads being the accounting acquirer[229]. - The merger resulted in Bolt Threads' historical financial statements being used for the combined company, reflecting its operating results prior to the merger[230]. - The company entered into a common stock purchase agreement with Triton Funds LP on February 13, 2025, allowing for the purchase of up to $1.5 million in shares and issuing a warrant for 3,000,000 shares at an exercise price of $0.50 per share[231].
Golden Arrow Merger (GAMC) - 2024 Q3 - Quarterly Report
2024-11-14 00:26
Financial Viability - 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 [20]. - The company may incur significant future expenses and capital expenditures to execute its business plan, potentially impacting profitability [22]. Revenue Dependence - 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 partners [26]. Supply Chain Risks - The company currently relies on a single manufacturing partner for b-silk production, which poses risks to its supply chain [24]. Competitive Landscape - The company may face substantial competition from existing materials and new entrants, impacting its market share if it fails to innovate [29]. Internal Controls - Material weaknesses in internal control over financial reporting have been identified, which could affect the accuracy of financial reporting [31]. Regulatory and Legal Risks - Government regulations may restrict the marketing and sale of products containing b-silk, posing additional business risks [34]. - Future litigation could have a material adverse effect on the company's business and results of operations [36]. Market Volatility - The market price of the company's common stock has been volatile, which could lead to investment losses [36].
Golden Arrow Merger (GAMC) - 2024 Q3 - Quarterly Results
2024-11-07 21:57
Revenue and Profitability - Full year 2024 b-silk revenues are projected to exceed $1 million, with 2025 revenues expected to reach at least $4.5 million[1] - Third quarter 2024 revenues were approximately $0.01 million, a decrease of $1.3 million compared to $1.3 million in Q3 2023[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] - The company anticipates gross profit to be positive for the full year 2025[22] Costs and Expenses - The 2024 COGS reduction program has achieved over 60% reduction in cost-per-kilogram produced for b-silk[1] - 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[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] - Research and development expenses for the three months ended September 30, 2024, were $3.476 million, compared to $9.077 million for the same period in 2023[33] Losses - Operating loss for Q3 2024 was approximately $20.2 million, compared to an operating loss of $5.1 million in Q3 2023[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] - The company reported a comprehensive loss of $5.526 million for the three months ended September 30, 2024[33] - GAAP net loss of $(59,134,000) for the nine months ended September 2024, compared to a loss of $(50,050,000) for the same period in 2023[34] Adjusted Metrics - Adjusted EBITDA for Q3 2024 was approximately ($2.8) million, an improvement from ($4.1) million in Q3 2023[21] - EBITDA for the three months ended September 2024 was $6,679,000, a significant improvement from a loss of $4,650,000 in the prior year[34] - Adjusted EBITDA for the nine months ended September 2024 was $(7,826,000), compared to $(20,104,000) for the same period in 2023, indicating a narrowing loss[34] Intellectual Property - The company has an intellectual property portfolio with 64 granted patents and 170 pending patent applications[11] - The company has a total of 64 granted patents and 170 pending patent applications related to its Vegan Silk Technology Platform[31] Production and Sustainability - Bolt has manufactured over 3,000 kilograms of vegan silk material in 2024, exceeding previous production runs by more than 50%[8] - Bolt's EcoVadis Silver Medal recognition places it in the top 15% of companies globally for sustainability[10] Assets and Liabilities - 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] Forward-Looking Statements - The company cautions that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected[24]
Golden Arrow Merger (GAMC) - 2024 Q2 - Quarterly Report
2024-08-08 21:04
Business Combination - The company entered into a Business Combination Agreement with Bolt Threads, with an aggregate equity consideration of $250 million[130][131]. - The Business Combination is subject to stockholder approval and other customary conditions[130]. - The company has agreed to a Sponsor Support Agreement, where the Sponsor will vote in favor of the Business Combination and has committed to purchase additional convertible notes[137]. - The company has until September 19, 2024, to consummate a Business Combination, with potential mandatory liquidation if unable to raise additional funds[164]. - The company received an extension from Nasdaq until September 16, 2024, to complete the Business Combination, following a hearing on May 16, 2024[144]. - The company has extended the deadline for consummating a business combination to September 19, 2024, with a maximum deposit of $20,000 for each one-month extension[141]. Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $318,533, driven by a change in fair value of warrant liability of $729,167 and interest earned on marketable securities of $59,337[146]. - For the six months ended June 30, 2024, the company experienced a net loss of $894,780, with formation and operational costs amounting to $851,313 and provision for income taxes of $17,323[146]. - For the six months ended June 30, 2023, the company achieved a net income of $1,138,959, primarily from interest earned on marketable securities of $2,771,356[147]. Cash and Investments - As of June 30, 2024, the company had $21,467,825 remaining in the trust account after a redemption of 26,649,519 shares at approximately $10.16 per share, totaling $270,769,687[140]. - As of June 30, 2024, the company held investments in the trust account totaling $6,365,874, with cash used in operating activities amounting to $880,105[152]. - As of June 30, 2024, the company had cash of $28,657, which will be used for identifying and evaluating target businesses[154]. - The company intends to use substantially all funds in the trust account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies[153]. Debt and Obligations - The company issued a non-interest bearing promissory note to the Sponsor for up to $510,000 to replenish operating funds withdrawn from the trust account[157]. - As of June 30, 2024, the company had outstanding convertible promissory notes totaling $2,047,054[158]. - The company has no off-balance sheet arrangements or long-term debt obligations as of June 30, 2024[165][166]. Costs and Expenses - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of its initial business combination[129]. - The company has made a total of 16 extension payments amounting to $648,041, extending the deadline to July 19, 2024[142]. - For the three and six months ended June 30, 2024, the Company incurred $0 in consulting fees related to an agreement with Jones International Group, compared to $20,500 for the same periods in 2023[169]. Accounting and Reporting - The Company accounts for warrants as liabilities at fair value, subject to re-measurement at each balance sheet date until exercised[171]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' deficit[172]. - Net (loss) income per common share is calculated by dividing net income by the weighted average number of common stock outstanding, with two classes of shares sharing income pro rata[173]. - The adoption of ASU 2020-06 is not expected to have a material impact on the Company's financial statements[174]. - ASU 2023-09, effective after December 15, 2024, will require expanded disclosures of income taxes paid, but is not expected to materially impact the Company's financial statements[175]. Underwriting and Fees - The Company entered into an agreement with BTIG and Bolt Threads, involving a deferred underwriting fee of $500,000 payable upon the completion of the initial Business Combination[168]. - Upon successful Business Combination with Bolt Threads, the Company will recognize a reduction in the deferred underwriting fee equal to the $500,000 cash payment and the fair value of shares transferred[169].
Golden Arrow Merger (GAMC) - 2024 Q1 - Quarterly Report
2024-05-20 20:49
Business Combination - The Company entered into a Business Combination Agreement with Bolt Threads on October 4, 2023, with an equity consideration of $250,000,000[156][157]. - The Company extended the deadline for business combination to September 19, 2024, with a maximum deposit of $20,000 for each one-month extension[169]. - The company has until September 19, 2024, to consummate a Business Combination, with potential mandatory liquidation if unsuccessful[196]. - The company intends to use substantially all funds in the trust account to complete a Business Combination and for working capital to finance operations[186]. - The underwriters are entitled to a deferred fee of $10,062,500, payable upon the completion of the Business Combination[199]. Financial Performance - As of March 31, 2024, the Company reported a net loss of $1,213,313, primarily due to a change in fair value of warrant liability of $875,000[176]. - For the three months ended March 31, 2024, the net loss was $1,213,313, with cash used in operating activities amounting to $250,850[183]. - For the three months ended March 31, 2023, the net income was $891,866, with cash used in operating activities totaling $602,838[184]. - The Company has not generated any revenues to date and only incurs expenses related to being a public company[175]. Initial Public Offering - The initial public offering generated gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit[178]. - The Company incurred $14,246,969 in initial public offering related costs, including $5,000,000 in underwriting fees[179]. Shareholder Activity - Stockholders redeemed 26,649,519 shares for approximately $270.77 million at a redemption price of $10.16 per share[166]. - As of March 16, 2023, the Company had 9,147,981 shares of Class A common stock outstanding after a conversion of Class B shares[167]. Compliance and Regulatory Matters - The Company received a notice from Nasdaq regarding non-compliance with listing requirements, prompting a request for a hearing[173][174]. Cash and Investments - As of March 31, 2024, the trust account held a total of $287,500,000 in proceeds, including $6,271,861 in investments[181][185]. - As of March 31, 2024, the company had cash of $60,508 available outside the trust account for evaluating target businesses and due diligence[187]. - The company has issued promissory notes totaling $1,484,326 as of March 31, 2024, which may be converted into warrants[190]. Accounting Standards - The adoption of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, is not expected to have a material impact on the company's financial statements[207]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, will require expanded disclosures of income taxes paid, but is not expected to materially affect the company's financial statements[208]. - Management believes that recently issued accounting standards, if adopted, will not have a material effect on the company's unaudited consolidated financial statements[209]. Consulting Fees - The company incurred $0 and $20,500 in consulting fees for the three months ended March 31, 2024, and 2023, respectively[202]. Debt and Liabilities - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[198][197].