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 Q4 - Annual Report