Selected Definitions Provides definitions for key terms used throughout the financial report Forward-Looking Statements Discusses inherent risks and uncertainties associated with future-oriented statements and projections Part I — Financial Information This section presents the unaudited condensed consolidated financial statements for Bolt Projects Holdings, Inc., including balance sheets, statements of operations and comprehensive loss, statements of convertible preferred stock and stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, financial instruments, and recent events Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for Bolt Projects Holdings, Inc., including balance sheets, statements of operations and comprehensive loss, statements of convertible preferred stock and stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, financial instruments, and recent events Condensed Consolidated Balance Sheets (Unaudited) Presents the company's financial position, including assets, liabilities, and equity, at specific reporting dates Condensed Consolidated Balance Sheets (June 30, 2025 vs. December 31, 2024) (in thousands of dollars) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | Cash and cash equivalents | $974 | $3,512 | | Total current assets | $3,184 | $8,735 | | Total assets | $6,811 | $12,230 | | Total current liabilities | $8,712 | $6,837 | | Long-term debt, non-current | $13,009 | $13,186 | | Total liabilities | $21,971 | $20,840 | | Total stockholders' deficit | $(15,160) | $(8,610) | Condensed Consolidated Statements Of Operations And Comprehensive Loss (Unaudited) Details the company's revenues, expenses, and net loss over specific reporting periods Condensed Consolidated Statements of Operations and Comprehensive Loss (Three Months Ended June 30) (in thousands of dollars) | Metric | June 30, 2025 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------ | | Revenue | $1,302 | $56 | | Cost of revenue | $1,240 | $85 | | Gross income (loss) | $62 | $(29) | | Total operating expenses | $4,879 | $9,579 | | Loss from operations | $(4,817) | $(9,608) | | Total other income (expense), net | $234 | $(49,324) | | Net loss | $(4,583) | $(58,932) | | Net loss per share, basic and diluted | $(2.20) | $(252.21) | Condensed Consolidated Statements of Operations and Comprehensive Loss (Six Months Ended June 30) (in thousands of dollars) | Metric | June 30, 2025 | June 30, 2024 (Revised) | | :------------------------------------------ | :------------ | :---------------------- | | Revenue | $1,473 | $75 | | Cost of revenue | $1,412 | $150 | | Gross income (loss) | $61 | $(75) | | Total operating expenses | $10,278 | $14,805 | | Loss from operations | $(10,217) | $(14,880) | | Total other income (expense), net | $(325) | $(50,646) | | Net loss | $(10,542) | $(65,526) | | Net loss per share, basic and diluted | $(5.53) | $(280.43) | Condensed Consolidated Statements Of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) Outlines changes in the company's convertible preferred stock and total stockholders' deficit over time Condensed Consolidated Statements Of Cash Flows (Unaudited) Reports the cash inflows and outflows from operating, investing, and financing activities Notes To Unaudited Condensed Consolidated Financial Statements (Unaudited) Provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements Note 1. Organization and Description of Business Describes the company's corporate structure, primary business activities, and operational context Note 2. Liquidity and Going Concern Addresses the company's ability to meet its financial obligations and continue operations in the foreseeable future Note 3. Significant Accounting Policies Outlines the critical accounting principles and methods applied in preparing the financial statements Note 4. Fair Value Measurements Details the valuation techniques and inputs used for assets and liabilities measured at fair value Note 5. Significant Balance Sheet Components Provides further disaggregation and details for major line items within the balance sheets Note 6. Borrowings Describes the company's debt instruments, terms, and related obligations Note 7. Warrants Explains the nature, terms, and accounting treatment of outstanding warrants Note 8. Common Stock and Stock-Based Compensation Details transactions related to common stock and the accounting for stock-based compensation plans Note 9. Income Taxes Discusses the company's income tax provisions, deferred taxes, and tax-related uncertainties Note 10. Commitments and Contingencies Discloses contractual obligations, legal proceedings, and other potential future liabilities Note 11. Basic and Diluted Net Loss Per Share Presents the calculation of basic and diluted net loss per share for the reporting periods Note 12. Subsequent Events Reports significant events that occurred after the balance sheet date but before the financial statements were issued 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 operational results for the three and six months ended June 30, 2025 and 2024, highlighting recent developments, key performance drivers, and liquidity challenges. The company continues to focus on its Vegan Silk Technology Platform despite ongoing losses and significant doubt about its ability to continue as a going concern - The company develops and commercializes biomaterials products, with its flagship Vegan Silk Technology Platform (b-silk and xl-silk) serving as a biodegradable protein polymer and silicone elastomer replacement in beauty and personal care186 - The company completed a merger transaction with Golden Arrow Merger Corp. (GAMC) on August 13, 2024, with Legacy Bolt identified as the accounting acquirer188190 GAMC was renamed Bolt Projects Holdings, Inc., and its common stock began trading on Nasdaq under 'BSLK'191 - 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 successfully achieved by May 7, 2025194201 - The company received a delisting notice from Nasdaq on August 12, 2025, due to non-compliance with minimum Market Value of Listed Securities and Publicly Held Shares requirements202 The company plans to appeal this decision203 - The company has a history of losses and negative cash flows, with an accumulated deficit of $472.3 million and cash and cash equivalents of $1.0 million as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern268270 Overview Provides a high-level summary of the company's business, strategy, and financial performance Recent Developments Highlights key operational and strategic events that have recently impacted the company Impact of Macroeconomic Trends Analyzes how broader economic conditions and trends influence the company's financial results Key Factors Affecting Our Results and Performance Identifies the primary internal and external drivers influencing the company's financial outcomes Components of Results of Operations Breaks down the individual revenue and expense categories contributing to the company's operating results Results of Operations for the Three Months Ended June 30, 2025 and 2024 Compares the company's financial performance for the three-month periods ending June 30, 2025 and 2024 Results of Operations for the Six Months Ended June 30, 2025 and 2024 Compares the company's financial performance for the six-month periods ending June 30, 2025 and 2024 Liquidity and Capital Resources Assesses the company's ability to generate and manage cash to meet its short-term and long-term obligations Recent Accounting Pronouncements Discusses the potential impact of newly issued or adopted accounting standards on the company's financial statements Critical Accounting Policies and Estimates Highlights accounting policies and estimates that require significant management judgment and can materially affect financial results Item 3. Quantitative And Qualitative Disclosures About Market Risk As a smaller reporting company, Bolt Projects Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company308 Item 4. Controls And Procedures. Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses in internal control over financial reporting. Remediation efforts are underway, including hiring key finance personnel and formalizing accounting policies and board meeting minutes - Disclosure controls and procedures were deemed ineffective as of June 30, 2025, due to material weaknesses in internal control over financial reporting310 - Identified material weaknesses include insufficient personnel with technical accounting competency, lack of formal accounting policies and controls, and ineffective IT general controls312 - Remediation efforts include engaging consultants for technical accounting, assisting with financial statement closing, implementing processes for board meeting minutes, and hiring key finance roles (VP Finance, Controller)312316 Limitations on Effectiveness of Controls and Procedures Explains the inherent limitations that may prevent internal controls from detecting all misstatements Evaluation of Disclosure Controls and Procedures Assesses the effectiveness of the company's controls designed to ensure timely and accurate financial disclosures Material Weakness Identifies significant deficiencies in internal control over financial reporting that could lead to material misstatements Changes in Internal Control over Financial Reporting Reports any changes in the company's internal control over financial reporting during the period Part II — Other Information Presents additional information not covered in the financial statements, including legal matters and exhibits Item 1. Legal Proceedings The company is involved in various litigation and administrative proceedings in the normal course of business, including a lawsuit where it is named as a nominal defendant. Management believes the ultimate resolution of these matters will not materially adversely affect its financial position or results of operations - The company is a nominal defendant in the Donoghue v. Golden Arrow Sponsor, LLC lawsuit, asserting claims under Section 16(b) of the Securities Exchange Act of 1934 against Golden Arrow Sponsor, LLC162 - Management believes that the ultimate resolution of current legal matters will not have a material adverse effect on the company's financial position or results of operations161 Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to risk factors have occurred since the Annual Report on Form 10-K319 Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds There were no unregistered sales of equity securities or use of proceeds to report in this period - No unregistered sales of equity securities or use of proceeds to report320 Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities to report in this period - No defaults upon senior securities to report321 Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable322 Item 5. Other Information This section details material definitive agreements and Nasdaq listing compliance issues. The company entered into waiver agreements with Ginkgo to defer interest payments on Senior Secured Notes and received a delisting notice from Nasdaq for failing to meet market value requirements, which it intends to appeal - On July 3, 2025, and August 7, 2025, the company entered into waiver agreements with Ginkgo to defer the June 30, 2025 interest payment date on the Senior Secured Note Purchase Agreement324 - The company received a delisting notice from Nasdaq on August 12, 2025, due to non-compliance with the minimum Market Value of Listed Securities ($50 million) and Market Value of Publicly Held Shares ($15 million) requirements327328 - The company intends to appeal the delisting determination to the Nasdaq Hearings Panel, which will stay any further action pending the hearing's outcome329 Item 1.01 Entry into a Material Definitive Agreement Reports on significant new agreements or amendments that materially affect the company's financial condition or operations Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Discloses any notices received regarding non-compliance with listing standards or potential delisting from an exchange Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including business combination agreements, certificates of incorporation, warrant agreements, and certifications - Key exhibits include the Business Combination Agreement, Certificate of Amendment to the Certificate of Incorporation, Warrant Agreements (including with Triton Funds LP and Golden Arrow Sponsor LLC), and Limited Waivers to the Senior Secured Note Purchase Agreement with Ginkgo Bioworks, Inc331 Signatures The report is duly signed on behalf of Bolt Projects Holdings, Inc. by its Chief Executive Officer, Daniel Widmaier, and Interim Chief Financial Officer, Randy Befumo, as of August 12, 2025 - The report was signed by Daniel Widmaier, Chief Executive Officer, and Randy Befumo, Interim Chief Financial Officer, on August 12, 2025337
Golden Arrow Merger (GAMC) - 2025 Q2 - Quarterly Report