Bolt Projects Holdings, Inc.(BSLK) - 2025 Q1 - Quarterly Report

Selected Definitions 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][11][12][13][16][17][19] Forward-Looking Statements 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][23][24] - 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][25] Part I — Financial Information This section presents the company's unaudited condensed consolidated financial statements and management's discussion Item 1. Financial Statements 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) 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) 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) 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] Condensed Consolidated Statements Of Cash Flows For The Three Months Ended March 31, 2025 And 2024 (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) This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements Note 1. Organization and Description of Business 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] - A reverse merger with Golden Arrow Merger Corp. (GAMC) was completed on August 13, 2024, with Legacy Bolt identified as the accounting acquirer[39][41][43] - The company effected a 1-for-20 reverse stock split on April 21, 2025, retroactively adjusting all share and per share amounts[46][47][49] Note 2. Liquidity and Going Concern 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] - 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] - 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][54] Note 3. Significant Accounting Policies 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] - The company operates as a single reportable segment, the Vegan Silk Technology Platform, generating revenue from b-silk and xl-silk products[63] - 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] - Revenue is recognized when control of the product (b-silk) is transferred to customers, generally upon shipment[84] - The company is an 'emerging growth company' and has elected to use the extended transition period for new accounting standards[58][60] Note 4. Fair Value Measurements 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][94][95] - 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][99][100] - No convertible notes, related party convertible notes, share-based termination liability, or convertible preferred stock warrants were outstanding as of March 31, 2025[103][105][107][109] Note 5. Significant Balance Sheet Components 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] - 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] Note 6. Borrowings 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] - 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] 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 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][132][133] - 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][135] - 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] - 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][151] Note 8. Stock-Based Compensation 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][155] - 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] - 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][159] Note 9. Income Taxes 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] Note 10. Commitments and Contingencies 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][169] - 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][172] - 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][174] - 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][177] Note 11. Basic and Diluted Net Loss Per Share 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] Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations This section provides management's perspective on the company's financial condition and results of operations 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] - Commercialization of b-silk began in 2019 for direct-to-consumer products and in 2020 for business-to-business products[181] Recent Developments 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][184][185] - 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][196] - 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] - 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][199] - 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][203] Impact of Macroeconomic Trends 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] - While not currently having a material adverse impact, worsening economic uncertainty could harm the company's business, financial condition, and results of operations[205] Key Factors Affecting Our Results and Performance 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] - 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] - Future plans include investments in research and development, but lack of significant revenue or funding could adversely impact results[209] - The company discontinued commercial development of Mylo (a leather alternative) in early 2023 to focus exclusively on the Vegan Silk Technology Platform[207] Components of Results of Operations 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] - Cost of revenue includes manufacturing, warehousing, shipping, quality assessments, and inventory impairment[210] - 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][213][214] - Other income (expense) includes interest expense and remeasurements of various financial liabilities such as warrant liabilities and convertible notes[215][216][217][218][219] Results of Operations for the Three Months Ended March 31, 2025 and 2024 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] - Research and development expenses increased by 124% due to higher stock-based compensation and outside consulting spend[229] - 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] - 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][238] Liquidity and Capital Resources 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] - 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][242] - The company plans to obtain additional capital through equity offerings, debt financing, or restructuring current financial obligations[243] 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] Critical Accounting Policies and Estimates 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][258][259] - 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][261] - Common stock warrants are classified as equity or liabilities based on settlement terms and remeasured at fair value if classified as liabilities[264][265] - 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][272][273] Item 3. Quantitative And Qualitative Disclosures About Market Risk 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] Item 4. Controls And Procedures. 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] - 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] - 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] - Despite material weaknesses, management concluded that the condensed consolidated financial statements fairly present the financial position, results of operations, and cash flows[279] Part II — Other Information This section contains additional disclosures not covered in financial statements, including legal proceedings and risk factors Item 1. Legal Proceedings 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] Item 1A. Risk Factors 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] Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds 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] Item 3. Defaults Upon Senior Securities There have been no defaults upon senior securities - There have been no defaults upon senior securities[286] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable to the company[287] Item 5. Other Information 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] Item 6. Exhibits 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] 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]