As filed with the Securities and Exchange Commission on April 23, 2024

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

GOLDEN ARROW MERGER CORP.

(Exact name of registrant as specified in its charter)

_____________________

10 E. 53rd Street, 13th Floor
New York, NY 10022
Telephone: (212) 430-2214
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

Timothy Babich
Chief Executive Officer and Chief Financial Officer
Golden Arrow Merger Corp.
10 E. 53rd Street, 13th Floor
New York, NY 10022
Telephone: (212) 430-2214
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Copies to:

_____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

____________

*    Upon the closing of the business combination referred to in the proxy statement/prospectus within this registration statement, the name of the registrant is expected to change to Bolt Projects Holdings, Inc.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

At the Closing, unless otherwise exercised into Bolt Threads capital stock prior to the Effective Time of the Merger, each warrant to purchase Bolt Threads preferred stock issued and outstanding immediately prior to the Closing will, by virtue of the Merger and upon the terms and subject to the conditions set forth in the Business Combination Agreement, be assumed by GAMC, and will automatically be converted into a warrant to purchase shares of Post-Combination Company Common Stock in the manner set forth in the Business Combination Agreement.

Based on shares of Bolt Threads capital stock outstanding as of March 1, 2024, and an assumed exchange ratio of 0.4661 (the “Exchange Ratio”) based on Bolt Threads’ capital stock outstanding as of March 1, 2024, at Closing there would be an estimated (i) 23,107,445 shares of Post-Combination Company Common Stock issued to Bolt Threads securityholders (including 472,687 shares to be issued in respect of warrants to purchase Bolt Threads Common Stock that were issued to the Sponsor and other investors as part of a bridge financing concurrently with the signing of the Business Combination Agreement (the “Bridge Warrants”), which will be automatically exercised immediately prior to Closing); (ii) 1,768,981 shares of Post-Combination Company Common Stock issued or issuable upon the vesting of restricted stock units currently held by Bolt Threads securityholders; (iii) 850,259 shares of Post-Combination Company Common Stock issued or issuable upon the exercise of options currently held by Bolt Threads securityholders; and (iv) 137,297 shares of Post-Combination Company issuable upon the exercise of warrants currently held by Bolt Threads securityholders that will not be automatically exercised in connection with the Closing. The actual numbers will vary depending on the number of shares of Bolt Threads capital stock outstanding immediately prior to Closing. Based on the assumed Exchange Ratio of 0.4661 as of March 1, 2024, the Per Share Transaction Consideration is estimated to be $4.661.

At the Closing, each share of Class B common stock of GAMC, par value $0.0001 per share (“GAMC Class B Common Stock”), that is issued and outstanding immediately prior to the Effective Time of the Merger will automatically be converted into and exchanged for a number of validly issued, fully paid and nonassessable shares of Class A common stock of GAMC, par value $0.0001 per share (“GAMC Class A Common Stock”), equal to the Class B Conversion Ratio (as defined in the Business Combination Agreement), and each share of GAMC Class A Common Stock will be reclassified into a share of Post-Combination Company Common Stock. As of March 1, 2024, there were 140,000 shares of GAMC Class B Common Stock issued and outstanding, which would convert into an equal number of shares of Post-Combination Company Common Stock at the Closing.

GAMC has also entered into subscription agreements, pursuant to which certain investors have agreed to purchase at Closing an aggregate of up to 2,296,975 shares of GAMC Class A Common Stock (the “PIPE Shares”), for a price of $10.00 per share (the “PIPE Transaction”). The Sponsor has agreed to purchase up to 656,499 of the PIPE Shares for an and current securityholders of Bolt Threads have agreed to purchase 1,640,476 of the PIPE Shares (“Bolt Threads PIPE Subscribers”). However, the number of PIPE Shares to be purchased by the Sponsor will be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time up to immediately prior to the expiration of such redemption period.

It is anticipated that, following the Business Combination and as described further in this proxy statement/prospectus, Bolt Threads’ existing securityholders (with respect to their outstanding securities of Bolt Threads), Bolt Threads PIPE Subscribers (with respect to the PIPE Shares to be purchased by them), GAMC’s public stockholders (“Public Stockholders”), the Sponsor and holders of shares of GAMC Class B Common Stock (and any shares of GAMC Class A Common Stock issued upon the conversion thereof), issued prior to GAMC’s initial public offering (the “Initial Stockholders”), will own approximately 69.5%, 5.0%, 0% and 23.5%, respectively, of the issued and outstanding Post-Combination Company Common Stock if all outstanding public shares of GAMC are redeemed in connection with the Business Combination and assuming the Sponsor purchases 656,499 PIPE Shares and receives 472,687 shares to be issued in respect of the Sponsor’s Bridge Warrants, which will be automatically exercised into Bolt Threads Common Stock immediately prior to Closing, and 68.2%, 5.0%, 1.7% and 23.1%, respectively, of the issued and outstanding Post-Combination Company Common Stock if none of the outstanding public shares of GAMC are redeemed in connection with the Business Combination and assuming the Sponsor purchases 656,499 PIPE Shares and receives 472,687 shares to be issued in respect of the Sponsor’s Bridge Warrants, which will be automatically exercised into Bolt Threads Common Stock immediately prior to Closing and exchanged for the Post-Combination Company Common Stock. An aggregate of 28,172,063 public shares of GAMC, representing approximately 98% of the shares issued in GAMC’s initial public offering, were previously

redeemed in March 2023 and December 2023, respectively, in connection with votes by GAMC’s stockholders to extend the deadline by which GAMC must consummate an initial business combination to up to September 19, 2024. As of the date of this proxy statement/prospectus, the current deadline to consummate an initial business combination is [•], 2024.

GAMC is holding a special meeting in order to obtain the stockholder approvals necessary to complete the Business Combination. At the GAMC special meeting of stockholders, which will be held in a virtual format on [•], 2024, at [•], Eastern time, unless postponed or adjourned to a later date, GAMC will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus.

As described in this proxy statement/prospectus, certain stockholders of Bolt Threads are parties to a stockholder support agreement with GAMC whereby such stockholders agreed to vote to adopt and approve, upon the registration statement on Form S-4 being declared effective, the Business Combination Agreement and all other documents and transactions contemplated thereby and to subject their shares to certain transfer restrictions.

While we will not be considered a “controlled company” under the relevant listing rules of Nasdaq, we estimate that our directors, executive officers and expected holders of greater than 10% of the Post-Combination Company Common Stock will beneficially own approximately [•]% of the Post-Combination Company Common Stock following the Closing (assuming no redemptions), and will be able to exert significant influence over matters requiring stockholder approval, though they have no agreement to do so.

After careful consideration, the GAMC board of directors has unanimously approved the Business Combination Agreement, the Business Combination and the other proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination. The board of directors of GAMC recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

More information about GAMC, Bolt Threads and the Business Combination is contained in this proxy statement/prospectus. GAMC and Bolt Threads urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 37 OF THIS PROXY STATEMENT/PROSPECTUS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated __________, 2024 and is first being mailed to the stockholders of GAMC on or about that date.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

GOLDEN ARROW MERGER CORP.

10 E. 53rd Street, 13th Floor
New York, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON __________, 2024

To the Stockholders of Golden Arrow Merger Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Golden Arrow Merger Corp., a Delaware corporation (“GAMC,” “we,” “our” or “us”), which will be held in virtual format on __________, 2024, at __________, Eastern time. The special meeting can be accessed by visiting [https://            ], where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing [•] (toll-free within the U.S. and Canada) or [•] (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is [•], but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication.

You are cordially invited to attend the special meeting, which will be held for the following purposes:

(1)    Proposal No. 1 — The “Business Combination Proposal” — to consider and vote on a proposal to approve and adopt the Business Combination Agreement, dated as of October 4, 2023 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among GAMC, Bolt Threads, Inc. (“Bolt Threads”) and Beam Merger Sub, Inc. (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Bolt Threads, with Bolt Threads surviving the merger and becoming a wholly-owned direct subsidiary of GAMC (collectively with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”);

(2)    Proposal No. 2 — The “Charter Amendment Proposal” — to consider and vote on a proposal to adopt the proposed second amended and restated certificate of incorporation of GAMC attached as Annex B to the proxy statement/prospectus (the “Charter Amendment Proposal”);

(3)    Proposal Nos. 3A-3G — The “Governance Proposals” — to consider and vote on, on a non-binding advisory basis, seven separate governance proposals relating to the following material differences between GAMC’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the “Governance Proposals”):

(a)     change the name of GAMC to “Bolt Projects Holdings, Inc.” from the current name of “Golden Arrow Merger Corp.” (Proposal No. 3A);

(b)    increase the number of shares of (i) common stock GAMC is authorized to issue from 220,000,000 shares to 500,000,000 shares and (ii) preferred stock GAMC is authorized to issue from 1,000,000 shares to 50,000,000 shares (Proposal No. 3B);

(c)     increase the required voting thresholds to approve amendments to the bylaws and to certain provisions of the proposed amended and restated certificate of incorporation of (Proposal No. 3C);

(d)    require a supermajority vote for the removal of directors for cause (Proposal No. 3D);

(e)     remove the provision renouncing the corporate opportunity doctrine (Proposal No. 3E);

(f)     eliminate the rights and privileges of GAMC Class B common stock and to redesignate GAMC Class A common stock and GAMC Class B common stock as common stock (after giving effect to the conversion of each outstanding share of GAMC Class B common stock immediately prior to the Closing into one share of GAMC Class A common stock) (Proposal No. 3F); and

(g)    eliminate certain provisions related to related to GAMC’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the “Closing”) (Proposal No. 3G).

(4)    Proposal No. 4 — The “Election of Directors Proposal” — to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on the board of directors until the first, second and third annual meetings of stockholders after the Closing of the Business Combination, respectively, and until their respective successors are duly elected and qualified;

(5)    Proposal No. 5 — The “Incentive Plan Proposal” — to consider and vote on a proposal to approve and adopt the incentive plan established to be effective after the Closing of the Business Combination;

(6)    Proposal No. 6 — The “ESPP Proposal” — to consider and vote on a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination;

(7)    Proposal No. 7 — The “Nasdaq Proposal” — to consider and vote on a proposal to issue GAMC Class A common stock to the Bolt Threads stockholders in the Business Combination and to the PIPE Subscribers and as described herein; and

(8)    Proposal No. 8 — The “Adjournment Proposal” — to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

All GAMC stockholders are cordially invited to attend the special meeting in virtual format. GAMC stockholders may attend, vote and examine the list of GAMC stockholders entitled to vote at the special meeting by visiting [https://            ] and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The special meeting will be held in virtual meeting format only. You will not be able to attend the special meeting physically. To ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

All holders (the “Public Stockholders”) of shares of GAMC Class A common stock issued in GAMC’s initial public offering (the “Public Shares”) have the right to have their Public Shares redeemed for cash in connection with the proposed Business Combination. Public Stockholders are not required to affirmatively vote for or against the Business Combination Proposal, to vote on the Business Combination Proposal at all, or to be holders of record on the record date in order to have their shares redeemed for cash. This means that any Public Stockholder holding Public Shares may exercise redemption rights regardless of whether they are even entitled to vote on the Business Combination Proposal.

To exercise redemption rights, holders must tender their stock to Continental Stock Transfer & Trust Company, GAMC’s transfer agent, no later than two (2) business days prior to the originally scheduled date of the special meeting. You may tender your stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Business Combination is not completed, then these shares will not be redeemed for cash, though such shares may still be redeemed in the event of an alternative business combination or GAMC’s liquidation. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. See “Special Meeting of GAMC Stockholders — Redemption Rights” for more specific instructions.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by GAMC (File No. 333-276849) (the “Registration Statement”), constitutes a prospectus of GAMC under Section 5 of the Securities Act, with respect to the securities to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting in lieu of the 2024 annual meeting of GAMC stockholders at which GAMC stockholders will be asked to consider and vote on a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and our own estimates based on our management’s knowledge of and experience in the market sectors in which we compete.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. GAMC does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

FREQUENTLY USED TERMS

In this document:

“2024 Incentive Plan” means the Bolt Projects Holdings, Inc. 2024 Incentive Award Plan, attached to this proxy statement prospectus as Annex H and described in “Proposal No. 5 — The Incentive Plan Proposal.”

“Aggregate Transaction Consideration” means the aggregate transaction consideration to be paid to Bolt Threads’ stockholders, option holders, holders of Bolt Threads RSUs and warrant holders in the Business Combination.

“ASC” means Accounting Standards Codification.

“ASU” means Accounting Standards Update.

“Bolt Threads” means Bolt Threads, Inc., a Delaware corporation.

“Bolt Threads Board of Directors” means the board of directors of Bolt Threads.

“Bolt Threads Capital Stock” means Bolt Threads’ Common Stock and Bolt Threads’ Preferred Stock.

“Bolt Threads Common Stock” means Bolt Threads’ common stock, par value $0.0001 per share.

“Bolt Threads Founders” means, collectively, Daniel Widmaier and David Breslauer.

“Bolt Threads Options” means all outstanding options to purchase shares of Bolt Threads Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the Bolt Threads stock incentive plans or otherwise.

“Bolt Threads Preferred Stock” means the outstanding shares of Bolt Threads’ preferred stock, consisting of Bolt Threads Series A Preferred Stock, Bolt Threads Series B Preferred Stock, Bolt Threads Series C Preferred Stock, Bolt Threads Series D Preferred Stock and Bolt Threads Series E Preferred Stock.

“Bolt Threads RSUs” means all outstanding restricted stock units relating to shares of Bolt Threads Common Stock immediately prior to the Closing under the Bolt Threads stock incentive plans or otherwise.

“Bolt Threads Series A Preferred Stock” means preferred stock of Bolt Threads, par value $0.0001 per share, designated as Series A convertible preferred stock.

“Bolt Threads Series B Preferred Stock” means preferred stock of Bolt Threads, par value $0.0001 per share, designated as Series B convertible preferred stock.

“Bolt Threads Series C Preferred Stock” means preferred stock of Bolt Threads, par value $0.0001 per share, designated as Series C convertible preferred stock.

“Bolt Threads Series D Preferred Stock” means preferred stock of Bolt Threads, par value $0.0001 per share, designated as Series D convertible preferred stock.

“Bolt Threads Series E Preferred Stock” means preferred stock of Bolt Threads, par value $0.0001 per share, designated as Series E convertible preferred stock.

“Bolt Threads Stockholders” means the holders of Bolt Threads Capital Stock.

“broker non-vote” means the failure of an GAMC stockholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“BTIG” means BTIG, LLC.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of October 4, 2023, as it may be amended and/or restated from time to time, by and among GAMC, Bolt Threads and Merger Sub.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Convertible Notes” means, collectively, the convertible promissory notes issued by Bolt Threads to certain holders for cash in October 2023 and February 2024, and to Ginkgo pursuant to the Ginkgo Note Purchase Agreement Amendment No. 1.

“DGCL” means the Delaware General Corporation Law.

“DTC” means The Depository Trust Company.

“DWAC System” means The Depository Trust Company’s Deposit/Withdrawal at Custodian System.

“Effective Time” means the date the Merger becomes effective.

“ESPP” means the Bolt Projects Holdings, Inc. 2024 Employee Stock Purchase Plan, attached to this proxy statement/prospectus as Annex J and described in “Proposal No. 6 — The ESPP Proposal.”

“Equity Value” means the equity value of Bolt Threads at the time of Closing, which has been designated as $250,000,000.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the ratio used to determine the number of shares of the Post-Combination Company’s Common Stock that the designated Bolt Threads Common Stock and Bolt Threads Preferred Stock will be converted into, as contemplated by the Business Combination Agreement, and will be calculated pursuant to the terms of the Business Combination Agreement as the quotient obtained by dividing the number of shares of common stock of the Post-Combination Company constituting the Aggregate Transaction Consideration by the number of shares of Aggregate Fully Diluted Company Common Stock (as defined in the Business Combination Agreement).

“Existing Certificate of Incorporation” means GAMC’s current amended and restated certificate of incorporation.

“Extended Date” means the date that is up to nine months after the Second Termination Date.

“Extension Notes” means the First Extension Note and the Second Extension Note.

“Extension Payment” means payments by the Sponsor (or its affiliates or permitted designees) into the Trust Account for each one-month extension of the initial business combination date.

“FDA” means the U.S. Food and Drug Administration.

“FDCA” means the U.S. Federal Food, Drug and Cosmetic Act, as amended.

“FIRRMA” means the Foreign Investment Risk Review Modernization Act of 2018, as amended.

“First Extension” means the election by GAMC to extend the date to consummate an initial business combination.

“First Extension Note” means the unsecured promissory note issued by GAMC to the Sponsor on March 17, 2023.

“First Termination Date” means March 19, 2023.

“Founder Shares” means the shares of GAMC Class B Common Stock initially purchased by the Sponsor in a private placement in January 2021, 7,047,500 of which the Sponsor voluntarily converted to shares of GAMC Class A Common Stock in March 2023 but which, unlike the Public Shares, are not subject to redemption.

“FTC” means the U.S. Federal Trade Commission.

“GAAP” means accounting principles generally accepted in the United States.

“GAMC” means Golden Arrow Merger Corp., a Delaware corporation.

“GAMC Board” means the board of directors of GAMC.

“GAMC Class A Common Stock” means GAMC’s Class A common stock, par value $0.0001 per share.

“GAMC Class B Common Stock” means GAMC’s Class B common stock, par value $0.0001 per share.

“GAMC Common Stock” means GAMC Class A Common Stock and GAMC Class B Common Stock.

“GAMC Proposals” means the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Charter Amendment Proposal, the Election of Directors Proposal or any other any proposals the parties to the Business Combination Agreement deem necessary to effectuate the Business Combination.

“GAMC Unit” means one share of GAMC Class A Common Stock and one-third GAMC Warrant.

“GAMC Warrant Agreement” means the warrant agreement, dated as of March 16, 2021, by and between GAMC and Continental Stock Transfer & Trust Company, governing GAMC’s outstanding warrants.

“GAMC Warrants” means warrants to purchase shares of GAMC Class A Common Stock as contemplated under the GAMC Warrant Agreement, with each whole warrant exercisable for one share of GAMC Class A Common Stock at an exercise price of $11.50 per whole share.

“Ginkgo” means Ginkgo Bioworks, Inc.

“Ginkgo Note Purchase Agreement” means the agreement between Bolt Threads and Ginkgo, dated October 14, 2022.

“Ginkgo Note Purchase Agreement Amendment No. 1” means the amendment, dated December 29, 2023, to the Ginkgo Note Purchase Agreement.

“Ginkgo Note Purchase Agreement Amendment No. 2” means the amendment, dated April 3, 2024, to the Ginkgo Note Purchase Agreement.

“GMP” means voluntary good manufacturing practices that the FDA has historically recommended.

“Greenberg Traurig” means Greenberg Traurig, LLP.

“Guides” means the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising.

“Holders” means the Sponsor, certain stockholders of GAMC, and certain securityholders of Bolt Threads, who will enter into the Registration Rights and Lock-Up Agreement.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Stockholders” means GAMC’s Sponsor and holders of shares of GAMC Class B Common Stock (and any shares of GAMC Class A Common Stock issued upon the conversion thereof), issued prior to GAMC’s initial public offering.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means GAMC’s initial public offering of units, consummated on March 19, 2021.

“IR Act” means the Inflation Reduction Act, as amended.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Key Bolt Threads Stockholders” means certain of the Bolt Threads’ stockholders whose names appear on the signature pages of the Stockholder Support Agreement dated October 4, 2023.

“Laurus Bio” means Laurus Bio Private Limited.

“LOI” means the letter of intent executed by GAMC and Bolt Threads, dated August 13, 2023.

“Merger” means the merging of Merger Sub with and into Bolt Threads, with Bolt Threads surviving the Merger as a wholly-owned subsidiary of GAMC.

“Merger Sub” means Beam Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of GAMC.

“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.01 per share.

“MoCRA” means the Modernization of Cosmetics Regulation Act of 2022, as amended.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Nasdaq Deadline” means March 19, 2024.

“NOLs” means net operating losses.

“Payment Spreadsheet” means the payment spreadsheet setting forth (i) the calculation of Aggregate Transaction Consideration, (ii) the allocation of the Aggregate Transaction Consideration among the holders of Bolt Threads Common Stock, (iii) the portion of Aggregate Transaction Consideration payable to each holder of Bolt Threads Common Stock and (iv) the number of shares of Post-Combination Company Common Stock that will be subject to each Rollover Option, Rollover RSU and Converted Warrants (each as defined in the Business Combination Agreement), in each case, prepared in good faith by Bolt Threads.

“PCAOB” means the Public Company Accounting Oversight Board.

“Per Share Transaction Consideration” means the Exchange Ratio multiplied by $10.00.

“PIPE Shares” means an aggregate of up to 2,296,975 shares of GAMC Class A Common Stock to be issued to the PIPE Subscribers in the PIPE Transaction.

“PIPE Subscribers” means the purchasers of the PIPE Shares.

“PIPE Transaction” means the sale of the PIPE Shares to the PIPE Subscribers, for a purchase price of $10.00 per share, in a private placement.

“Post-Combination Board” means the board of directors of the Post-Combination Company.

“Post-Combination Company” means GAMC immediately upon the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement.

“Post-Combination Company Bylaws” means the GAMC amended and restated bylaws that are attached to this proxy statement/prospectus as Annex C.

“Post-Combination Company Common Stock” means shares of common stock, par value $0.0001 per share, of the Post-Combination Company.

“Private Placement Warrants” means the warrants to purchase shares of GAMC Class A Common Stock issued to the Sponsor in a private placement simultaneously with the closing of the IPO.

“Proposed Certificate of Incorporation” means the GAMC amended and restated certificate of incorporation that is attached to this proxy statement/prospectus as Annex B.

“Public Shares” means shares of GAMC Class A Common Stock issued as part of the units sold in the IPO.

“Public Stockholders” means the holders of shares of GAMC Class A Common Stock.

“Public Warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one share of GAMC Class A Common Stock, in accordance with its terms.

“Registration Rights and Lock-Up Agreement” means the Amended and Restated Registration Rights Agreement of GAMC to be entered into in connection with the Closing by the Post-Combination Company, certain stockholders of Bolt Threads, independent directors of GAMC, and Sponsor.

“Registration Statement” means the Registration Statement on Form S-4, initially filed with the SEC by GAMC (File No. 333-276849), of which this proxy statement/prospectus forms a part.

“ROU” means right-of-use.

“RSUs” means restricted stock units.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Extension” means the election by GAMC to extend the date to consummate an initial business combination.

“Second Extension Note” means the unsecured promissory note issued by GAMC to the Sponsor on December 12, 2023.

“Second Termination Date” means December 19, 2023.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Senior Secured Notes” means senior secured notes issued by Bolt Threads and sold to Ginkgo on October 14, 2022, pursuant to the terms of the Ginkgo Note Purchase Agreement.

“Severance Policy” means the severance policy maintained by Bolt Threads.

“special meeting” means the special meeting of the stockholders of GAMC that is the subject of this proxy statement/prospectus.

“Sponsor” means Golden Arrow Sponsor, LLC, a Delaware limited liability company.

“Sponsor Earn-Out Shares” means the 1,437,500 Sponsor Shares that Sponsor agreed will be unvested and subject to forfeiture as of the Closing and will only vest if, during the five-year period following the Closing, (i) the price of the Post-Combination Company Common Stock equals or exceeds $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a period of 30 consecutive trading days or (ii) there is a change of control of the Post-Combination Company during such five-year period. Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited and canceled. The Sponsor Support Agreement will terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Business Combination Agreement in accordance with its terms and (iii) the effective date of a written agreement of the parties terminating the Sponsor Support Agreement.

“Sponsor Support Agreement” means the sponsor support agreement by and between the Sponsor, GAMC, and Bolt Threads, dated October 4, 2023.

“Stockholder Support Agreement” means the Stockholder Support Agreement, dated as of October 4, 2023, by and among GAMC and the Key Bolt Threads Stockholders.

“Subscription Agreements” means the PIPE subscription agreements, as amended.

“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of GAMC.

“SRLY” means separate-return-limitation-year.

“Treasury” means the U.S. Department of the Treasury.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

“Trust Agreement” means the Investment Management Trust Agreement, by and between GAMC and Continental Stock Transfer & Trust Company, dated as of March 16, 2021.

“warrants” means the Public Warrants together with the Private Placement Warrants.

“Warrant Agreement” means the Warrant Agreement, dated March 16, 2021, by and between GAMC and Continental Stock Transfer & Trust Company, as warrant agent.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of GAMC stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to GAMC stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Special Meeting of GAMC’s Stockholders and the Related Proposals

Q.     Why am I receiving this proxy statement/prospectus?

A.     GAMC has entered into the Business Combination Agreement with Merger Sub and Bolt Threads, pursuant to which Merger Sub will be merged with and into Bolt Threads, with Bolt Threads surviving the Merger as a wholly-owned subsidiary of GAMC. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. GAMC stockholders are being asked to consider and vote on the Business Combination Proposal to approve the adoption of the Business Combination Agreement and approve the Business Combination, among other proposals.

There currently are 7,765,437 shares of GAMC Common Stock issued and outstanding, consisting of 577,937 Public Shares and 7,187,500 Founder Shares. In addition, there currently are 14,583,333 GAMC Warrants issued and outstanding, consisting of 9,583,333 Public Warrants and 5,000,000 Private Placement Warrants. Each whole GAMC Warrant entitles the holder thereof to purchase one share of GAMC Class A Common Stock at a price of $11.50 per share. The GAMC Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. Under its current amended and restated certificate of incorporation, GAMC must provide all Public Stockholders with the opportunity to have their Public Shares redeemed for cash upon the consummation of GAMC’s initial business combination in conjunction with a stockholder vote.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus with respect to the Post-Combination Company Common Stock issuable in connection with the Business Combination.

Q.     What matters will stockholders consider at the special meeting?

A.     At the special meeting, GAMC will ask its stockholders to vote in favor of the following proposals:

•        The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

•        The Charter Amendment Proposal — a proposal to adopt the proposed second amended and restated certificate of incorporation of GAMC attached as Annex B to this proxy statement/prospectus.

•        The Governance Proposals — to approve, on a non-binding advisory basis, separate governance proposals relating to certain material differences between GAMC’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation.

•        The Election of Directors Proposal — a proposal to elect, effective at Closing, seven directors to serve staggered terms on the board of directors until the first, second and third annual meetings of stockholders after the Closing of the Business Combination, as applicable, and until their respective successors are elected and qualified.

•        The Incentive Plan Proposal — a proposal to approve and adopt the incentive plan established to be effective after the Closing of the Business Combination.

•        The ESPP Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.

•        The Nasdaq Proposal — a proposal to issue GAMC Class A Common Stock to the Bolt Threads stockholders in the Merger pursuant to the Business Combination Agreement and to the investors in the PIPE.

•        The Adjournment Proposal — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q.     Are any of the proposals conditioned on one another?

A.     The Charter Amendment Proposal, Incentive Plan Proposal, ESPP Proposal and Nasdaq Proposal are all conditioned on the approval of the Business Combination Proposal. The Election of Directors Proposal, Governance Proposals and the Adjournment Proposal are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective. It is important for you to note that in the event that any of the Business Combination Proposal, Charter Amendment Proposal, Election of Directors Proposal, Incentive Plan Proposal, ESPP Proposal or Nasdaq Proposal is not approved, then GAMC will not consummate the Business Combination. If GAMC does not consummate the Business Combination and fails to complete an initial business combination by the Extended Date, then GAMC will be required to dissolve and liquidate. See “Information About GAMC — The Second Extension.”

Q.     What will happen upon the consummation of the Business Combination?

A.     On the Closing Date, Merger Sub will merge into Bolt Threads, whereupon Merger Sub will cease to exist and Bolt Threads will continue as the Surviving Corporation and become a wholly-owned subsidiary of GAMC. The Merger will have the effects specified under Delaware law. The aggregate equity consideration to be paid to Bolt Threads’ stockholders, option holders, holders of Bolt Threads RSUs and warrant holders in the Business Combination will be a number of shares of Post-Combination Company Common Stock equal to the quotient of (i) $250,000,000 (the “Equity Value”) divided by (ii) $10.00.

Q.     Why is GAMC proposing the Business Combination Proposal?

A.     GAMC was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GAMC is not limited to any particular industry or sector.

GAMC received $287,500,000 from its IPO (including net proceeds from the exercise by the underwriters of their over-allotment option) and sale of the Private Placement Warrants, which was placed into the Trust Account immediately following the IPO.

On March 15, 2023, GAMC’s stockholders approved an amendment to GAMC’s amended and restated certificate of incorporation and an amendment to the trust agreement. The amendments enabled GAMC to extend the period of time it had to consummate an initial business combination from March 19, 2023 (the “First Termination Date”) to December 19, 2023, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the First Termination Date, until December 19, 2023 or a total of up to nine months after the First Termination Date, or such earlier date as determined by the GAMC Board (the “First Extension”), unless the closing of GAMC’s initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) had deposited into the Trust Account an amount determined by multiplying $0.03 by the number of Public Shares then outstanding, up to a maximum of $105,000 for each such one-month extension unless the closing of GAMC’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. In connection with the votes to approve the First Extension, the holders of 26,649,519 shares of GAMC Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of approximately $270.8 million, leaving approximately $21.3 million in the Trust Account immediately following redemptions.

On December 12, 2023, GAMC’s stockholders approved an additional amendment to GAMC’s amended and restated certificate of incorporation to extend the period of time it had to consummate an initial business combination from December 19, 2023 (the “Second Termination Date”) to September 19, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Second Termination Date, until September 19, 2024 or a total of up to nine months after the Second Termination Date, or such earlier date as determined by the GAMC Board (the “Second Extension” and such later date, the “Extended Date”), unless the closing of GAMC’s initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an amount determined by multiplying $0.02 by the number of Public Shares then outstanding, up to a maximum of $20,000 for each such one-month extension, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination (each, an “Extension Payment”). In connection with the votes to approve the Second Extension, the holders of 1,522,544 shares of GAMC Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.71 per share, for an aggregate redemption amount of approximately $16.3 million, leaving approximately $6.2 million in the Trust Account immediately following redemptions.

As of December 31, 2023, GAMC had approximately $6.2 million in the Trust Account (including an aggregate of $578,694 of Extension Payments deposited into the Trust Account).

There currently are 7,765,437 shares of GAMC Common Stock issued and outstanding, consisting of 577,937 Public Shares and 7,187,500 Founder Shares. In addition, there currently are 14,583,333 GAMC Warrants issued and outstanding, consisting of 9,583,333 Public Warrants and 5,000,000 Private Placement Warrants. Each whole GAMC Warrant entitles the holder thereof to purchase one share of GAMC Class A Common Stock at a price of $11.50 per share. The GAMC Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Placement Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

Under GAMC’s amended and restated certificate of incorporation, GAMC must provide all Public Stockholders with the opportunity to have their Public Shares redeemed for cash upon the consummation of GAMC’s initial business combination in conjunction with a stockholder vote.

In accordance with GAMC’s amended and restated certificate of incorporation, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

Q.     Who is Bolt Threads?

Bolt Threads is built on a biomaterials platform that aims to disrupt and transform high-volume consumer goods industries. Bolt Threads is a pioneer in the consumer biomaterials space. Its key product, b-silk, is a fully biodegradable, non-toxic, and versatile ingredient for the beauty industry that has been on the market since 2019. Its intellectual property portfolio is anchored by 52 granted patents and 176 pending patent applications.

In the years ended December 31, 2023 and 2022, Bolt Threads incurred net losses of $57.7 million and $51.7 million, respectively. As of December 31, 2023, Bolt Threads’ accumulated deficit was $396.4 million. Prior to the Business Combination, Bolt Threads’ history of losses and negative cash flows from operations and need for substantial capital raise substantial doubt about its ability to continue as a going concern. See “Information About Bolt Threads,” “Risk Factors,” “Bolt Threads Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Bolt Threads’ financial statements included elsewhere in this proxy statement/prospectus.

Q.     How much dilution may non-redeeming GAMC stockholders experience in connection with the Business Combination and what equity stake will current GAMC stockholders and Bolt Threads Stockholders have in the Post-Combination Company after the Closing?

A.     GAMC’s Public Stockholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders. The Business Combination Agreement does not include any closing condition relating to a minimum amount of cash proceeds available to the Post-Combination Company following redemptions. The PIPE Subscribers’ obligations under the Subscription Agreements are subject to the aggregate gross proceeds (x) under the Note Purchase Agreement (inclusive of proceeds received by the Company as consideration for promissory notes issued in October 2023 and March 2024), (y) under the Subscription Agreements and (z) remaining in the Trust Account at the Closing following redemptions being no less than $32.0 million (less any amounts that GAMC is entitled to withdraw from the Trust Account to pay tax obligations owed by GAMC as of the Closing Date in excess of $140,000 in the aggregate). The gross proceeds actually raised under the Note Purchase Agreement and the gross proceeds committed under the Subscription Agreements are $34.9 million, such that GAMC and Bolt Threads expect this condition to be satisfied even if all of GAMC’s outstanding Public Shares are redeemed in connection with the Business Combination.

If a Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any Public Warrants that it may hold. GAMC cannot predict the ultimate value of the GAMC Warrants following the consummation of the Business Combination, but based on the price per Public Warrant of $[•] on [•], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the 9,583,333 retained outstanding Public Warrants would have an aggregate value of $[•]. In addition, on [•], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the price per share of GAMC Class A Common Stock closed at $[•]. If the shares of GAMC Class A Common Stock are trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to the non-redeeming Public Stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming Public Stockholders.

The following table illustrates varying ownership levels in the Post-Combination Company following the Closing, assuming no redemptions of any of GAMC’s Public Shares in connection with the special meeting to approve the Business Combination, redemption of 50% of GAMC’s Public Shares in connection with the special meeting to approve the Busines Combination and the redemption of all of GAMC’s outstanding Public Shares in connection with the special meeting to approve the Business Combination:

____________

(1)      Amount includes (i) 140,000 Founder Shares held by GAMC’s independent directors, (ii) 1,437,500 Sponsor Earn-Out Shares subject to vesting and forfeiture but that will confer the right to vote prior to vesting and (iii) 472,687 shares to be issued in connection with the Sponsor’s Bridge Warrants, which will be automatically exercised into Bolt Threads Common Stock immediately prior to Closing and exchanged for Post-Combination Company Common Stock.

(2)      Estimated number of shares of Post-Combination Company Common Stock that would be issued to Bolt Threads securityholders pursuant to the Business Combination Agreement at Closing, based on shares of Bolt Threads capital stock outstanding as of March 1, 2024, and an assumed exchange ratio of 0.4661. The actual number of outstanding shares of Post-Combination Company Common Stock held by former Bolt Threads securityholders at Closing will vary depending on the number of shares of Bolt Threads capital stock outstanding immediately prior to Closing.

(3)      Assumes the purchase by the Sponsor of the maximum number of PIPE Shares Sponsor may be obligated to purchase pursuant to its Subscription Agreement. However, the number of PIPE Shares to be purchased by the Sponsor will be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time up to immediately prior to the expiration of such redemption period. The no additional redemption scenario assumes that none of the outstanding public shares are redeemed in connection with the Business Combination, and that there is no corresponding reduction to the number of PIPE Shares Sponsor is required to buy. However, the actual reduction in number of PIPE Shares Sponsor is required to buy will only be to the extent unredeemed public shares are held by individuals mutually agreed upon by GAMC and Bolt Threads prior to the expiration of the redemption period.

(4)      Calculation of implied per share value assumes (i) an enterprise value of $250 million of Bolt Threads upon consummation of the Business Combination, (ii) approximately (A) $6.2 million of proceeds from GAMC Class A Common Stock assuming no redemptions; (B) $3.1 million of proceeds from GAMC Class A Common Stock assuming 50% redemptions; and (C) no proceeds assuming maximum redemptions of GAMC Class A Common Stock and (iii) approximately $34.9 million of gross proceeds actually raised under the Note Purchase Agreement and the gross proceeds committed under the Subscription Agreements.

         Stockholders will experience additional dilution to the extent the Post-Combination Company issues additional shares after the Closing. The tables above do not include (i) shares expected to be issued to various advisors and former creditors of the parties following the Closing, (ii) shares issuable upon exercise or settlement of equity awards or warrants of Bolt Threads that are expected to remain outstanding after the Closing, (iii) up to 9,583,333 shares of Post-Combination Company Common Stock that will be issuable upon exercise of the Public Warrants, which have an initial exercise price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement), (iv) up to 5,000,000 shares of Post-Combination Company Common Stock that will be issuable upon exercise of the Private Placement Warrants, which have an initial exercise price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement), (v) shares of Post-Combination Company Common Stock that will be available for issuance under the 2024 Incentive Plan, which will initially be equal to 15% of the fully-diluted shares as of the Closing or (vi) shares of Post-Combination Company Common Stock that will be available for issuance under the ESPP, which will initially be equal to 2% of the fully-diluted shares as of the Closing.

The following table illustrates the impact on relative ownership levels assuming the issuance of all such shares.

____________

(1)      Amount includes (i) 140,000 Founder Shares held by GAMC’s independent directors, (ii) 1,437,500 Sponsor Earn-Out Shares, and (iii) an assumed purchase by the Sponsor of 656,499 PIPE Shares. However, the number of PIPE Shares to be purchased by the Sponsor will be reduced by the number of shares of GAMC Class A Common Stock that have not been

elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time up to immediately prior to the expiration of such redemption period.

(2)      Amount includes (i) the purchase of 1,640,476 PIPE Shares by current securityholders of Bolt Threads and (ii) the estimated number of shares of Post-Combination Company Common Stock that would be issued to Bolt Threads securityholders pursuant to the Business Combination Agreement at Closing, based on shares of Bolt Threads capital stock outstanding as of March 1, 2024, and an assumed exchange ratio of 0.4661. The actual number of outstanding shares of Post-Combination Company Common Stock held by former Bolt Threads securityholders at Closing will vary depending on the number of shares of Bolt Threads capital stock outstanding immediately prior to Closing.

(3)      Consists of (i) 600,000 shares of the Post-Combination Company to be issued to the landlord of Bolt Threads’ Berkeley lease, pursuant to a lease termination agreement upon Closing or shortly thereafter; (ii) 150,000 shares of the Post-Combination Company to be issued to Bolt Threads’ vendor, pursuant to a vendor termination agreement upon Closing or shortly thereafter; and (iii) 500,000 shares of shares of Post-Combination Company Common Stock to be issued to BTIG as partial compensation in lieu of the deferred cash underwriting commission otherwise due to BTIG at the Closing in connection with GAMC’s IPO. The number of shares issuable to BTIG will be equivalent to the greater of (i) 500,000 shares of Post-Combination Company Common Stock, or (ii) the number of shares calculated by dividing (x) $5,000,000 by (y) the volume-weighted average price of the Post-Combination Company Common Stock over the three trading days immediately preceding the initial filing of the registration statement relating to the resale of such shares, provided that clause (y) shall not be less than $8.00 per share. In no event will the number of shares issuable to BTIG be greater than 625,000.

(4)      Consists of (i) 1,768,981 shares of Post-Combination Company Common Stock issued or issuable upon the vesting of restricted stock units currently held by Bolt Threads securityholders; (ii) 850,259 shares of Post-Combination Company Common Stock issued or issuable upon the exercise of options currently held by Bolt Threads securityholders; and (iii) 137,297 shares of Post-Combination Company issuable upon the exercise of warrants currently held by Bolt Threads securityholders that will not be automatically exercised in connection with the Closing.

(5)      The number of shares of Post-Combination Company Common Stock available for issuance under the 2024 Incentive Plan and the ESPP will be annually increased on January 1 of each calendar year beginning in 2025 and ending in 2034 by amounts described in the sections entitled “Proposal No. 5 — The Incentive Plan Proposal” and “Proposal No. 6 — The ESPP Proposal” elsewhere in this proxy statement/prospectus.

(6)      Calculation of implied per share value assumes (i) an enterprise value of $250 million of Bolt Threads upon consummation of the Business Combination, (ii) approximately (A) $6.2 million of proceeds from GAMC Class A Common Stock prior to any redemptions; (B) $3.1 million of proceeds from GAMC Class A Common Stock assuming 50% redemptions; and (C) no proceeds assuming maximum redemptions of GAMC Class A Common Stock, (iii) approximately $34.9 million of gross proceeds actually raised under the Note Purchase Agreement and the gross proceeds committed under the Subscription Agreements and (iv) none of the GAMC Warrants or Bolt Threads options or warrants are exercised for cash.

Additionally, subject to the rules of Nasdaq and the Post-Combination Company’s organizational documents, the board of directors of the Post-Combination Company will retain broad authority after the Closing to issue additional capital stock without obtaining stockholder approval.

GAMC paid BTIG, the representative in GAMC’s IPO, an underwriting discount of $0.20 per GAMC Unit sold in the IPO, and agreed to pay a deferred underwriting fee of $0.35 per GAMC Unit sold in the IPO (or $8,750,000) upon the consummation of GAMC’s initial business combination. On February 2, 2024, BTIG, Bolt Threads and GAMC entered into an amendment to the underwriting agreement between BTIG and GAMC, pursuant to which, in lieu of the initial deferred underwriting fee of $8,750,000, $500,000 will be deposited and held in the Trust Account and payable in cash directly from the Trust Account, without accrued interest, to BTIG for its own account upon consummation of GAMC’s initial Business Combination. Additionally, upon consummation of GAMC’s initial Business Combination, BTIG will receive shares of Post-Combination Company Common Stock as described in footnote 3 above.

No portion of the payment to BTIG is subject to adjustment to account for redemptions of GAMC Class A Common Stock by Public Stockholders.

Q.     Who will be the officers and directors of GAMC if the Business Combination is consummated?

A.     The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the board of directors of the Post-Combination Company (the “Post-Combination Board”) will be comprised of seven individuals designated as provided in the Business Combination Agreement, who are currently expected to include Daniel Widmaier, David Breslauer, and [•]. The directors of the Post-Combination Board shall be designated as follows: (A) two directors shall be designated by Bolt Threads, who shall be the founders of Bolt Threads, (B) one director shall be designated by the Sponsor, who shall be reasonably acceptable to Bolt Threads, and (C) four directors shall be designated by the Chief

Executive Officer of Bolt Threads in good faith consultation with GAMC and who shall each qualify as an “independent director” as such term is defined in Nasdaq Listing Rule 5605(a)(2). Immediately following the consummation of the Business Combination, we expect that the following will be the officers of the Post-Combination Company: Daniel Widmaier, David Breslauer, Randy Befumo, Cintia Nardi and Paul Slattery. See “Management of the Post-Combination Company Following the Business Combination.”

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including that GAMC’s stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.”

Q.     What happens if I sell my shares of GAMC Class A Common Stock before the special meeting of stockholders?

A.     The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of GAMC Class A Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.

Q.     What vote is required to approve the proposals presented at the special meeting of stockholders?

A.     The approval of the Business Combination Proposal, Governance Proposals (on an advisory basis), Incentive Plan Proposal, ESPP Proposal, Nasdaq Proposal and Adjournment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of the then outstanding shares of GAMC Common Stock present and entitled to vote at the special meeting. Accordingly, an GAMC stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders or a broker non-vote will have no effect on these proposals. An abstention will have the same effect as a vote against these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of all then outstanding shares of GAMC Common Stock entitled to vote thereon at the special meeting. Accordingly, a GAMC stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against the Charter Amendment Proposal.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal can only be approved by the affirmative vote of a majority of the holders of shares of GAMC Class B Common Stock. The only holders of GAMC Class B Common Stock are the independent directors of GAMC.

Q.     How do GAMC’s initial stockholders intend to vote on the proposals?

A.     The Initial Stockholders are entitled to vote an aggregate of 90.8% of the outstanding shares of GAMC Common Stock. The Sponsor and GAMC’s directors and officers have agreed to vote any Founder Shares and any Public Shares held by them as of the record date in favor of each of the proposals presented at the special meeting.

Q.     Do Bolt Threads’ stockholders need to approve the Business Combination?

A.     Bolt Threads has agreed to solicit and obtain approval of the adoption of the Business Combination Agreement and the transactions contemplated thereby from Bolt Threads Stockholders, and such approval is a condition to the closing of the Business Combination. For a summary of the approval that must be obtained from Bolt Threads Stockholders, see the section entitled “The Business Combination Agreement — GAMC Stockholders’ Meetings; Bolt Threads’ Stockholder’s Written Consent.”

Q.     May GAMC or GAMC’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.     In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and GAMC’s directors, officers, advisors or their affiliates may privately negotiate transactions to purchase Public Shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for cash in conjunction with the Business Combination for a per share pro rata portion of the Trust

Account without the prior written consent of Bolt Threads. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from GAMC stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares for cash. The purpose of these purchases would be to increase the amount of cash available to GAMC for use in the Business Combination.

Any shares purchased by the Sponsor or GAMC’s directors, officers, advisors or their affiliates would be purchased at a price no higher than the per share pro rata portion of the Trust Account. Any shares so purchased would not be voted in favor of the Business Combination Proposal at the special meeting and would not be redeemable by the Sponsor or GAMC’s directors, officers, advisors or their affiliates.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. GAMC will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares or warrants purchased, the purchase price, the purpose of the purchase, the impact, if any, that such purchases would have on the likelihood that the Business Combination Proposal will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the Sponsor or GAMC’s directors, officers, advisors or their affiliates, and the number of Public Shares then redeemed.

Q.     How many votes do I have at the special meeting of stockholders?

A.     GAMC’s stockholders are entitled to one vote at the special meeting for each share of GAMC Common Stock held as of the record date. As of the close of business on the record date, there were [•] outstanding shares of GAMC Common Stock. This is comprised of [•] Founder Shares and [•] Public Shares remaining after the redemption of an aggregate of 28,172,063 Public Shares (or approximately 98% of Public Shares issued in the IPO) in connection with the votes to approve the First Extension and the Second Extension (each as described herein).

Q.     What interests do GAMC’s current officers and directors have in the Business Combination?

A.     GAMC’s directors and officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

•        the beneficial ownership of the Sponsor, officers and directors of 7,187,500 Founder Shares, which were acquired prior to the IPO for an aggregate purchase price of $25,000, or approximately $0.003 per Founder Share, as well as the 5,000,000 Private Placement Warrants that were acquired simultaneously with the IPO and over-allotment exercise by the Sponsor for a purchase price of $7,500,000;

•        all of the shares and warrants described in the preceding bullet would become worthless if GAMC does not complete a business combination within the applicable time period, as the Sponsor has waived any liquidation rights with respect to these shares. The Sponsor did not receive any consideration in exchange for such waiver. Such shares and warrants have an aggregate market value of approximately $[•] and $[•], respectively, based on the closing price of GAMC Class A Common Stock of $[•] and the closing price of GAMC Warrants of $[•] on Nasdaq on [•], 2024, the most recent practicable date before the date of this proxy statement/prospectus;

•        in connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by GAMC for services rendered, contracted for or products sold to GAMC;

•        the GAMC Board will not receive reimbursement for any out-of-pocket expenses incurred by them on GAMC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

•        as of December 31, 2023, the Sponsor has loaned to GAMC an aggregate of $1,878,689, which was evidenced by unsecured promissory notes, payable without interest upon consummation of a business combination. In the event that GAMC does not complete an initial business combination, GAMC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account may be used for such repayment. Accordingly, GAMC will most likely be unable to repay the loan if a business combination is not completed;

•        the Sponsor has entered into a Subscription Agreement to purchase up to 656,499 shares of GAMC Class A Common Stock at a purchase price of $10.00 per share, such PIPE Shares to be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time from the date of the execution of the agreement up to immediately prior to the expiration of such redemption period; and

•        the continued indemnification of current directors and officers of GAMC and the continuation of directors’ and officers’ liability insurance after the Business Combination.

The GAMC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to the GAMC stockholders that they vote “FOR” the Business Combination Proposal. Recognizing these potentially differing interests and in an effort to mitigate potential conflicts of interest, the GAMC Board in evaluating the financial aspects of the Business Combination, held meetings to discuss and consider the financial terms of the transaction, the financial performance of certain publicly traded companies deemed similar to Bolt Threads in one or more respects, and transactions involving acquisition targets deemed similar to Bolt Threads in one or more respects. The GAMC Board also considered, among other factors, the Sponsor’s agreement to subject the Sponsor Earn-Out Shares to vesting and forfeiture conditions. In addition, GAMC engaged outside legal advisors to, among other things, assist the GAMC Board in evaluating the legal terms that were being negotiated in the Business Combination Agreement and other ancillary agreements, which included meetings between the GAMC Board and such legal advisors to review and consider the terms of the Business Combination Agreement and other ancillary agreements and discuss the ongoing status of the negotiations and the market for the terms being proposed. You should also read the section entitled “The Business Combination — Interests of GAMC’s Directors and Officers in the Business Combination.”

Q.     Did the GAMC Board obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination?

A.     The GAMC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, GAMC’s management conducted significant due diligence on Bolt Threads. For a complete discussion of the factors utilized by the GAMC Board in approving the Business Combination, see the section entitled, “The Business Combination — The GAMC Board’s Reasons for the Approval of the Business Combination.” The GAMC Board determined, without seeking a valuation from a financial advisor, that Bolt Threads’ fair market value was at least 80% of GAMC’s net assets, excluding any taxes payable on interest earned. The GAMC Board did not discuss obtaining a fairness opinion, as the GAMC Board believed that because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Bolt Threads’ fair market value was at least 80% of GAMC’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the GAMC Board as described above in valuing Bolt Threads’ business and assuming the risk that the GAMC Board may not have properly valued such business.

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and GAMC does not consummate a business combination by the Extended Date, or amend its amended and restated certificate of incorporation to extend the date by which GAMC must consummate an initial business combination, GAMC will be required to dissolve and liquidate the Trust Account.

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you have the right to demand that GAMC redeem your Public Shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. We refer to these rights to demand redemption of the Public Shares as “redemption rights.” Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and each of GAMC’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the IPO, in connection with the completion of GAMC’s initial business combination. These shares will be excluded from the pro rata calculation used to determine the per share conversion price. For illustrative purposes, based on funds in the Trust Account of approximately $6.2 million on December 31, 2023, the estimated per share conversion price would have been approximately $10.71. This is greater than the $10.00 IPO price of GAMC Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest will be net of taxes payable by GAMC), in connection with the liquidation of the Trust Account.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q.     How do I exercise my redemption rights?

A.     A holder of Public Shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that GAMC redeem your Public Shares into cash, and deliver your Public Shares to Continental Stock Transfer & Trust Company, GAMC’s transfer agent, physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian System (“DWAC System”) no later than two (2) business days prior to the originally scheduled date of the special meeting. Any holder of Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account, less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. As of December 31, 2023, GAMC recorded an accrual of approximately $650,000 for estimated federal income taxes payable for 2023.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time prior to the closing of the Business Combination. If you deliver your shares for redemption to GAMC’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that GAMC’s transfer agent return the shares (physically or electronically). You may make such request by contacting GAMC’s transfer agent at the address listed under the question “Who can help answer my questions?” below.

Any written demand of redemption rights must be received by GAMC’s transfer agent at least two (2) business days prior to the originally scheduled date of the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of Public Shares (including through the ownership of GAMC Units) and you exercise your redemption rights, it will not result in the loss of any GAMC Warrants that you may hold (including those contained in any GAMC Units you hold). Your GAMC Warrants will become exercisable to purchase one share of Post-Combination Company Common Stock for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or are deemed to own (including through the ownership of public warrants). See the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination.”

Q.     If I hold GAMC Warrants, can I exercise redemption rights with respect to my warrants?

A.     No. Holders of GAMC Warrants do not have any redemption rights with respect to such warrants.

Q.     How do the GAMC Public Warrants differ from the Private Placement Warrants and what are the related risks for any Post-Combination Company Public Warrant holder following the Business Combination?

A.     The Private Placement Warrants are identical to the GAMC Warrants except that (i) none of the Private Placement Warrants will be redeemable by the Post-Combination Company so long as they are held by the Sponsor or its permitted transferees and (ii) the Private Placement Warrants will be exercisable for cash or on a cashless basis at the election of such holder, in either case as long as they are held by the Sponsor or its permitted transferees, whereas the GAMC Warrants will only be exercisable on a cashless basis at the Post-Combination Company’s election or in certain limited circumstances where a registration statement relating to the issuance of shares of Post-Combination Company Common Stock underlying the GAMC Warrants has not been declared effective or is not available.

         Following the Closing, the Post-Combination Company will have the ability to redeem outstanding GAMC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Post-Combination Company Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Post-Combination Company gives notice of redemption. If and when the GAMC Warrants become redeemable by the Post-Combination Company, the Post-Combination Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding GAMC Warrants could force you (i) to exercise your GAMC Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your GAMC Warrants at the then-current market price when you might otherwise wish to hold your GAMC Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding GAMC Warrants are called for redemption, is likely to be substantially less than the market value of your GAMC Warrants. None of the Private Placement Warrants will be redeemable by the Post-Combination Company so long as they are held by their initial purchasers or their permitted transferees. Recent trading prices for a share of GAMC common stock have not exceeded the $18.00 per share threshold at which the Public Warrants would become redeemable.

         In addition, the Post-Combination Company will have the ability to redeem the outstanding GAMC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of Post-Combination Company Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of Post-Combination Company Common Stock determined based on the redemption date and the fair market value of Post-Combination Company Common Stock. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.361 shares of Post-Combination Company Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. The Post-Combination Company may only redeem the GAMC Warrants in accordance with this provision if it concurrently redeems the outstanding Private Placement Warrants on the same terms.

         The Post-Combination Company may only call the GAMC Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder; provided that holders will be able to exercise their GAMC Warrants prior to the time of redemption and, at the Post-Combination Company’s election, any such exercise may be required to be on a cashless basis, or if the holders of the Private Placement Warrants elect to exercise their Private Placement Warrants on a cashless basis, then the Post-Combination Company will not receive any cash proceeds from the exercise of such warrants.

         For additional risks to holders of GAMC Warrants, see “Risk Factors”.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to holders of shares of GAMC Class A Common Stock in connection with the Business Combination.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) GAMC stockholders who properly exercise their redemption rights and (ii) expenses incurred by Bolt Threads and GAMC in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of the Post-Combination Company following the Business Combination.

Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, GAMC is unable to complete a business combination by the Extended Date or obtain the approval of GAMC stockholders to extend the deadline for GAMC to consummate an initial business combination, GAMC’s amended and restated certificate of incorporation provides that GAMC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to GAMC but net of taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GAMC’s remaining stockholders and the GAMC Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to GAMC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — GAMC may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate” and “— GAMC’s stockholders may be held liable for claims by third parties against GAMC to the extent of distributions received by them.” The Sponsor has waived any right to any liquidation distribution with respect to the Founder Shares. The Sponsor did not receive any consideration in exchange for such waiver.

In the event of liquidation, there will be no distribution with respect to outstanding GAMC Warrants. Accordingly, the GAMC Warrants will expire worthless.

Q.     When is the Business Combination expected to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.”

Q.     What do I need to do now?

A.     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     How do I vote?

A.     If you were a holder of record of GAMC Common Stock on [•], 2024, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person via the virtual meeting platform at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed postage-paid envelope, you are authorizing the individuals named on the proxy card to vote your shares of GAMC Common Stock at the special meeting in the manner you indicate. GAMC encourages you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [•] Eastern Time on [•], 2024.

Voting at the Special Meeting via the Virtual Meeting Platform.    If you attend the special meeting and plan to vote in person via the virtual meeting platform, you will be provided with explicit instructions on how to vote in person via the virtual meeting platform. If your shares of GAMC Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person via the virtual meeting platform at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person via the virtual meeting platform, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section entitled “The Special Meeting of GAMC Stockholders.”

Q.     What will happen if I abstain from voting or fail to vote at the special meeting?

A.     At the special meeting of stockholders, GAMC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote “against” the Business Combination Proposal, Charter Amendment Proposal, Governance Proposals, Election of Directors Proposal, Incentive Plan Proposal, the ESPP Proposal, the Nasdaq Proposal and Adjournment Proposal. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting will have the same effect as a vote “against” the Charter Amendment Proposal and will have no effect on the other proposals.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by GAMC without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

Q.     Do I need to attend the special meeting of stockholders to vote my shares?

A.     No. You are invited to attend the special meeting virtually to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. GAMC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

combination by the Extended Date or obtain the approval of GAMC stockholders to extend the deadline for GAMC to consummate an initial business combination, GAMC will be required to dissolve and liquidate, and your GAMC Warrants will expire worthless.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     GAMC will pay the cost of soliciting proxies for the special meeting. GAMC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. GAMC has agreed to pay Morrow Sodali LLC a fee of $[•]. GAMC will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. GAMC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of GAMC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of GAMC Common Stock and in obtaining voting instructions from those owners. GAMC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and brokers can call collect at: (203) 658-9400
Email: info@investor.morrowsodali.com

You may also contact GAMC at:

Golden Arrow Merger Corp.
10 E. 53rd Street, 13th Floor
New York, New York 10022
(212) 430-2214
Attention: Timothy Babich, Chief Executive Officer

To obtain timely delivery, GAMC’s stockholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about GAMC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding conversion and deliver your stock (either physically or electronically) to GAMC’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the originally scheduled date of the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, Bolt Threads’ and Bolt Threads’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        our ability to consummate the Business Combination;

•        the expected benefits of the Business Combination;

•        expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•        Bolt Threads’ future capital requirements and sources and uses of cash;

•        Bolt Threads’ ability to obtain funding for its operations;

•        Bolt Threads’ business, expansion plans and opportunities;

•        the expected U.S. federal income tax impact of the Business Combination; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Post-Combination Company’s securities;

•        the risk that the Business Combination may not be completed by GAMC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by GAMC;

•        the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders of GAMC and Bolt Threads, the receipt of certain governmental and regulatory approvals, and the PIPE;

•        the lack of a third party valuation in determining whether to pursue the Business Combination;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

•        the effect of the announcement or pendency of the Business Combination on Bolt Threads’ business relationships, performance, and business generally;

•        the outcome of any legal proceedings that may be instituted against Bolt Threads or against GAMC related to the Business Combination Agreement or the Business Combination;

•        the ability to maintain the listing of GAMC’s securities on the Nasdaq;

•        the price of GAMC’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Bolt Threads plans to operate, variations in performance across competitors, changes in laws and regulations affecting Bolt Threads’ business and changes in the combined capital structure;

•        the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

•        the risk of downturns and the possibility of rapid change in the highly competitive industry in which Bolt Threads operates;

•        the risk that Bolt Threads and its current and future collaborators are unable to successfully develop and commercialize Bolt Threads’ products or services, or experience significant delays in doing so;

•        the risk that Bolt Threads may never achieve or sustain profitability;

•        the risk that Bolt Threads will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

•        the risk that the Post-Combination Company experiences difficulties in managing its growth and expanding operations;

•        the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations;

•        the risk of product liability or regulatory lawsuits or proceedings relating to Bolt Threads’ products and services;

•        the risk that Bolt Threads is unable to secure or protect its intellectual property;

•        the risk that the Post-Combination Company’s securities will not be approved for listing on the Nasdaq or if approved, maintain the listing; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the special meeting. Certain of the following risk factors apply to the business and operations of Bolt Threads and will also apply to the business and operations of the Post-Combination Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by GAMC and Bolt Threads that later may prove to be incorrect or incomplete. GAMC and Bolt Threads may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of the Post-Combination Company.

Unless the context requires otherwise, references to “Bolt Threads,” “we,” “us,” “our” and “the company” in this section are to the business and operations of Bolt Threads prior to the Business Combination and the business and operations of the Post-Combination Company as directly or indirectly affected by Bolt Threads by virtue of the Post-Combination Company’s ownership of the business of Bolt Threads following the Business Combination.

Risks Related to Bolt Threads’ Financial Position

We have a history of net losses and may not be able to achieve or maintain profitability in the future.

In the years ended December 31, 2023 and 2022, we incurred net losses of $57.7 million and $51.7 million, respectively. As of December 31, 2023, our accumulated deficit was $396.4 million. Since our inception, we have been engaged primarily in research and development and early-stage commercial activities. Because we have a limited history of commercial operations and we operate in a rapidly evolving industry, we cannot be certain that we will generate sufficient revenue to achieve or maintain profitability.

Our ability to generate revenue in the near-term is highly dependent on the successful commercialization of our current and future biomaterials products, including b-silk, and the decrease in costs of producing such products, both of which are subject to many risks and uncertainties as described below. In particular, we expect that it will take time for b-silk production to ramp up to a more economical scale thereby decreasing our cost of producing. As a result, we may have significant losses and negative cash flow as we work to expand our market share for at least the next few years, as we incur additional costs and expenses for the continued development and expansion of our business, including the costs of establishing capacity with our current manufacturing partner and any future manufacturing partners and ongoing expenses of research, product development, and commercialization. The amount we spend will impact our ability to become profitable and this will depend, in part, on the number of new products that we attempt to develop and the costs of further commercializing our existing products. We may not achieve any or all of these goals and, thus, we cannot provide assurances that we will ever be profitable. Even if we can successfully produce and sell b-silk and our other products, whether we will be able to generate a profit on any of these products is highly uncertain and depends on a number of factors including the cost of production, the price we are able to charge for these products, further market adoption of our products, and the emergence of competing products.

Our operating results may fluctuate significantly as a result of a variety of factors, including, but not limited to, end market demand, timing of regulatory actions and variation in manufacturing costs, many of which are outside of its control.

We are subject to, among other things, the following factors that may negatively affect our operating results:

•        the announcement or introduction of new products by our competitors;

•        fluctuating prices of biomaterials due to availability of raw materials, skepticism of silicone elastomer substitutes, and uncertain rise and fall of current market demands;

•        changing availability of and prices from contract manufacturers, as well as potential modest capital expenditures depending on the infrastructure of various contract manufacturers;

•        our ability to upgrade and develop our systems and infrastructure to accommodate growth;

•        our ability to secure adequate fermentation capacity with our manufacturing partner and any future manufacturing partners;

•        our ability to secure production of b-silk and any future biomaterial products at scale;

•        our ability to attract and retain key personnel in a timely and cost-effective manner;

•        our ability to attract new customers, retain existing customers, and maintain or increase order volume from existing customers;

•        technical difficulties;

•        the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure;

•        our ability to identify and enter into relationships with appropriate and qualified third-party providers of necessary testing and manufacturing services;

•        regulation by federal, state or local governments; and

•        general economic conditions, as well as economic conditions specific to the cosmetics and personal care industry.

As a result of our limited operating history and the nature of the markets in which we compete, it is difficult for us to forecast our revenues or earnings accurately. We have based our anticipated future expense levels largely on our investment plans and estimates of future events, although certain of our expense levels will, to a large extent, become fixed. As a strategic response to changes in the competitive environment, we may from time to time make certain decisions concerning expenditures, pricing, service or marketing that could have a material and adverse effect on our business, results of operations and financial condition, either for a number of periods or more generally.

We may incur significant expenses and capital expenditures in the future to execute our business plan and we may be unable to adequately control our expenses or raise additional capital on favorable terms, if at all. Prior to the Business Combination, our history of losses and negative cash flows from operations and need for substantial capital raise substantial doubt about our ability to continue as a going concern.

We plan to make capital expenditures following the Business Combination and related transactions and may incur significant capital expenditures in the future as we expand our research and business. In addition, cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in working capital requirements to support increased revenue, continued expansion of our markets, continued development and expansion of our products, expanding fermentation capacity with our manufacturing partner and any future manufacturing partners, and the possible repayment or refinancing of any long-term debt that may be incurred. Our ability to meet future liquidity needs and capital requirements will depend upon numerous factors, including the amount of net proceeds we receive from the Business Combination and related transactions, the timing and quantity of product orders and shipments; attaining and expanding positive gross margins for b-silk and future biomaterial products; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of expanding our research and development teams; the ability of our customers to continue to order products from us; our ability to obtain financing arrangements to support our operations, including financing arrangements to repay or refinance any long-term debt that may be incurred, and the terms of such agreements that may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of hiring and training necessary personnel; the extent to which our products gain more market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development initiatives; and changes in our strategy or our planned activities. In addition, if we are unable to fund our operations with the proceeds from the Business Combination and related transactions and cash flows from operations, and cannot obtain external financing on favorable terms or at all, we may not be able to sustain future operations which could cause us to delay, reduce or cease operations and could have a material adverse effect on our business, results of operations and financial condition.

In Note 2 to our consolidated financial statements included in this proxy statement/prospectus, we disclose that there is substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm issued an explanatory paragraph in its report on our consolidated financial statements as of, and for the year ended, December 31, 2023. If we are unable to obtain sufficient funding, we could be forced to delay, reduce or eliminate all of our research and development programs, future research and development efforts and ongoing preclinical studies and clinical trials, and our financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. After the completion of the Business Combination, future financial statements may disclose substantial doubt about our ability to continue as a going concern. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all. Additionally, even if we raise sufficient capital through additional equity or debt financings, strategic alternatives or otherwise, there can be no assurance that the revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or generate positive cash flow. Any equity securities issued subsequent to the Business Combination and related transactions may provide for rights, preferences or privileges senior to those of holders of Bolt Threads Common Stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of Bolt Threads Common Stock and a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. The terms of any debt securities issued could also impose significant restrictions on our operations.

We may not be able to generate sufficient cash to service all of our debt obligations, and may be forced to take other actions to satisfy our obligations under our debt obligations, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt service obligations and other obligations depends on our ability to generate cash in the future and our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our debt. As of December 31, 2023, and after giving effect to the Business Combination and related transactions, we have estimated principal and interest payments on debt due in the next twelve months of nil and $1.4 million, respectively.

If our cash flows and capital resources are insufficient to fund our debt service and other obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, or to seek additional capital or restructure or refinance our debt. These alternative measures may not be successful and may not permit us to meet our scheduled debt obligations. If our operating results and available cash are insufficient to meet our debt service and other obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds sought from them, and these proceeds may not be adequate to meet any debt service or other obligations then due. Further, we may need to refinance all or a portion of our debt on or before maturity, and we cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all.

We may be able to incur more debt in the future, which could further exacerbate the risks of leverage, including the ability to service our indebtedness.

We may need to incur additional debt in the future to further our research and development into products, marketing, or working capital. Although the covenants contained in our current indebtedness instruments may impose some limits on our ability to incur new debt, these agreements may permit the incurrence of significant additional debt if we satisfy certain conditions or such debt instruments may be amended in the future to do so. If we incur new debt, the risks related to being in a highly leveraged company that we now face could intensify, including our ability to service such indebtedness.

We are subject to a number of restrictive debt covenants under the Ginkgo Note Purchase Agreement.

On December 29, 2023, we entered into an amendment (the “Ginkgo Note Purchase Agreement Amendment”) to our note purchase agreement, dated October 14, 2022 (the “Ginkgo Note Purchase Agreement”) with Ginkgo Bioworks, Inc. (“Ginkgo”) to modify our outstanding senior secured notes (the “Senior Secured Notes”) held by

Ginkgo. As amended, the Ginkgo Note Purchase Agreement contains customary affirmative covenants and also contains restrictive covenants, including, among others, limitations on: the incurrence of additional debt, liens or other encumbrances on property, acquisitions and investments, loans and guarantees, mergers, consolidations, liquidations and dissolutions, asset sales, dividends and other payments in respect of our capital stock, prepayments of certain debt, transactions with affiliates and changes to our type of business, management of the business, control of the business or business locations. Additionally, the Ginkgo Note Purchase Agreement contains subjective acceleration clauses to accelerate the maturity date of the Senior Secured Notes in the event that a material adverse change has occurred within the business, operations, or financial condition of the Company.

Our ability to generate sufficient cash from operations to meet our debt obligations will depend upon our future operating performance, which will be affected by general economic, financial, competitive, business and other factors beyond our control. A breach of any of these covenants or restrictions, as applicable, or any inability to pay interest on, or principal of, our outstanding debt as it becomes due could result in an event of default. Upon an event of default, if not waived by our lenders, our lenders may declare all amounts outstanding as due and payable. Such an acceleration of the maturity of our indebtedness may, among other things, prevent or limit us from engaging in transactions that benefit us, including responding to changing business and economic conditions and taking advantage of attractive business opportunities.

Our ability to use net operating losses to offset future taxable income will be subject to certain limitations as a result of the Business Combination and related transactions.

As of December 31, 2023, we had federal net operating loss (“NOL”) carryforwards of $341.0 million of which $73.3 million will begin to expire in 2030 and $224.4 million of which can be carried forward indefinitely. As of December 31, 2023, we had state NOL carryforwards of $258.4 million which begin to expire in various amounts in 2030. We may have generated additional NOLs since then. A portion of these NOL carryforwards could expire unused and be unavailable to offset future taxable income. In addition, in general, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who own at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. Our existing NOLs could be subject to limitation under Sections 382 and 383 of the Code if we have undergone, or undergo in the future, any ownership changes for purposes of these provisions. The Business Combination and related transactions, if consummated, are expected to constitute such an ownership change. Our NOLs may also be impaired under state law. A portion of our existing NOLs are also subject to the so called separate-return-limitation-year (“SRLY”) rules that apply to consolidated tax groups.

The ability of the Post-Combination Company to utilize our NOLs following the Business Combination and related transactions is also conditioned upon the combined company attaining profitability and generating U.S. federal and state taxable income. As described under “— We have a history of net losses and may not be able to achieve or maintain profitability in the future,” we have incurred significant net losses in the past, and it is anticipated that we will continue to incur significant losses in the future; therefore, we do not know whether or when the combined company will generate the U.S. federal or state taxable income necessary to utilize our NOL carryforwards, even to the extent they are not subject to limitation by Sections 382 and 383 of the Code or the SRLY rules.

Risks Related to Bolt Threads’ Products and Operations

Our revenue is primarily generated from sales of our b-silk product, and we are therefore highly dependent on the success of this product.

To date, substantially all of our revenue has been derived, and we expect it to continue to be substantially derived, from sales of b-silk. We began commercializing b-silk in direct-to-consumer products in 2018 and in business-to-business products in 2020, but our commercialization of b-silk to date has still been limited. Customer awareness of, and experience with, b-silk has been and is currently limited. As a result, b-silk has limited product and brand recognition within the beauty and personal care market as a substitute for silicone elastomers. We do not have a long history operating as a commercial company, and the novelty of b-silk, together with our limited

commercialization experience, makes it difficult to evaluate our current business and predict our future prospects with precision. These factors also make it difficult for us to forecast our financial performance and future growth, and such forecasts are subject to a number of uncertainties, including those outside of our control.

b-silk and future biomaterial product candidates may not achieve market success. If our products do not achieve market success, we may be unable to generate significant revenues.

We currently have limited customer commitments for commercial quantities of our b-silk. Some prospective customers are currently evaluating and testing b-silk prior to making large-scale purchase decisions. The successful commercialization of b-silk is also dependent on additional customers’ ability to commercialize the end-products that they make from b-silk, which may never gain market acceptance.

Market acceptance of b-silk and future biomaterial product candidates will depend on numerous factors, many of which are outside of our control, including among others:

•        public acceptance of b-silk and future biomaterial product candidates;

•        our ability to produce b-silk with consistent quality that offers functionality comparable or superior to existing or new silicone elastomers or silicone elastomer alternatives;

•        our ability to produce b-silk and future biomaterial product candidate to fit their intended purposes;

•        our ability to demonstrate the benefits of b-silk in terms of safety and efficacy, as well as meet “clean beauty” standards such as biodegradability and environmental friendliness;

•        our ability to maintain and obtain further necessary regulatory approvals for b-silk;

•        the speed at which potential customers qualify b-silk for use in their products, including any required third party testing;

•        our ability to produce new products or customizations of existing products to match changes in public demand;

•        the time it takes for our commercial-scale volume to be established;

•        the pricing of b-silk and future biomaterial product candidates compared to competitive products, including silicone-based elastomers;

•        the effectiveness of our market strategy;

•        ease of administration of our products;

•        the strategic reaction of companies that market competitive products;

•        our reliance on third party manufacturing partners to produce b-silk;

•        our reliance on third parties who support or control distribution channels; and

•        general market conditions including fluctuating demand for b-silk and our future biomaterial product candidates.

We may be unable to manage rapid growth effectively, and our ability to successfully implement our business plan will depend on a number of factors outside of our control.

Any failure by us to manage growth effectively could have a material and adverse effect on our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required following the Business Combination to address potential growth, including expanding the production of b-silk and research activities. This expansion will place a significant strain on our management, operational and financial resources. To manage the expected growth of our operations and personnel, we must establish appropriate and scalable operational and financial systems, procedures and controls and must establish a qualified finance, administrative and operations staff. Our management may be unable to hire, train, retain and manage the necessary personnel or to identify, manage and exploit potential strategic relationships and market opportunities.

We currently rely on a single manufacturing partner and manufacturing facility for the production of b-silk and in the future intend to rely on a small number of manufacturing partners and manufacturing facilities both in the U.S. and internationally.

While we expect to enter into manufacturing agreements with multiple manufacturers to increase the supply of b-silk and limit our reliance on any one manufacturing partner, we currently rely on a single manufacturing partner, Laurus Bio, and a single manufacturing facility of Laurus Bio (the “Laurus Bio Facility”) to produce b-silk. The Laurus Bio services agreement is set to expire by its terms in August 2024. While we expect to extend the services agreement with Laurus Bio, there can be no assurances that we will be able to extend or that the terms will be favorable to us. Additionally, adverse changes or developments affecting our relationship with Laurus Bio or the Laurus Bio Facility could impair our ability to produce b-silk. Any shutdown or period of reduced production at the Laurus Bio Facility or the manufacturing facilities of future manufacturing partners, which may be caused by regulatory noncompliance or other issues, as well as other factors beyond our control, such as severe weather conditions, natural disaster, fire, power interruption, work stoppage, disease outbreaks or pandemics, acts of war, political unrest, equipment failure, delay in supply delivery, or shortages of material, equipment, decreased fermentation capacity, or labor, would significantly disrupt our ability to product b-silk in a timely manner, meet our contractual obligations and operate our business. The Laurus Bio Facility is located in Bangalore, India, which may increase the magnitude of disruption from any of the foregoing events, or adversely impact our customers’ or prospective customers’ confidence in the stability of our supply chain. Performance guarantees may not be sufficient to cover damages or losses, or the guarantors under such guarantees may not have the ability to pay. Any insurance coverage we have may not cover or be sufficient to fully cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.

Additionally, because our operations depend on an international manufacturing partner, we are subject to risks that are inherent in operating globally, including:

•        changes in laws and regulations or imposition of currency restrictions and other restraints in various jurisdictions

•        limitation of ownership rights, including expropriation of assets by a local government, and limitation on the ability to repatriate earnings;

•        sovereign debt crises and currency instability in developed and developing countries;

•        imposition of burdensome tariffs and quotas;

•        difficulty in staffing and managing global operations;

•        difficulty in enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems;

•        national and international conflict, including war, civil disturbances and terrorist acts; and

•        economic downturns and social and political instability.

These risks could increase our cost of doing business internationally, increase our counterparty risk, disrupt our operations, disrupt the ability of suppliers and customers to fulfill their obligations and limit our ability to sell our product in certain markets.

Pricing and availability for b-silk and our future products may be impacted by factors out of our control, including, but not limited to, end market demand, variation in manufacturing costs, and supplier availability.

Pricing and availability of b-silk can be volatile due to numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition for fermentation capacity and consumer demand. This volatility could significantly affect the availability and cost of b-silk for us, and may therefore have a material adverse effect on our business, results of operations and financial condition. We believe pricing and availability of any of our future biomaterial products may be similarly volatile.

We currently outsource the production of b-silk to a single third party manufacturing partner. Our contract manufacturing partner secures all of the necessary raw materials. Due to the high rate of growth in the silicone elastomer replacement market, the demand for raw materials used in our products may outpace supply, which could

result in price increases and deficits in the supply necessary to meet customer demand. If we are unable to secure the required quantities of third-party raw materials, we may not be able to achieve fulfill customer demand or any forecasts or guidance we provide to the public.

If our costs of producing b-silk materially increase, we would have to raise our prices, which could negatively impact our ability to gain new customers and keep existing customers.

We currently rely on a single manufacturing partner to produce b-silk. The price we pay our contract manufacturing partner for b-silk has depended in part on the fluctuating cost of the raw materials used in the manufacturing processes, particularly urea costs. While we have negotiated fixed prices for upcoming production runs, we may not be able to secure such agreements in the future. We have faced, and could continue to face, resistance from some customers in accepting any increase in our prices as a result of market acceptance and the cost of producing b-silk. Some multi-year contracts and non-contractual pricing arrangements with customers may permit limited price adjustments to reflect increased costs. However, such adjustments may not occur quickly enough, or be sufficient enough, to prevent a materially adverse effect on net income and cash flow. Furthermore, any price adjustments may not cover all input costs, and these adjustments are not present in many of our customer contracts. In the event we experience increased b-silk costs, we may have to raise our prices, which could affect our ability to gain new customers or retain existing customers. Further, our inability to raise our prices to mitigate the effects of these increased input costs could have a material adverse effect on our financial results.

We may also experience material increases in customer cancellations or reductions in the future on account of the macroeconomic environment, especially in the event of a prolonged recession or a worsening of current conditions as a result of many factors, including inflation. As a result, we may have to make changes to our pricing model to address these dynamics, any of which could adversely affect our business, results of operations and financial condition.

There can be no assurance our manufacturing suppliers will provide the quality needed by us in the quantities requested or at a reasonable price. Because we do not control the actual production of b-silk, we are also subject to delays caused by interruption in production including but not limited to those resulting from conditions outside of our control, such as pandemics, weather, transportation interruptions, labor shortages, strikes, terrorism, natural disasters, and other catastrophic events.

We have limited experience in marketing and selling b-silk, and if we are unable to gain market acceptance from consumer product companies and others, our business may be adversely affected.

We sell b-silk through our own direct sales force, and we have limited experience in marketing and selling b-silk. Our future sales will depend in large part on our ability to increase our marketing efforts and adequately address our customers’ needs. The beauty and personal care market is a large and diverse market, and competition for sales and marketing personnel is intense. We may not be able to attract and retain sufficient personnel to maintain an effective sales and marketing force. In addition, if we choose in the future to use distribution partners, we will likely have less control over the sales and marketing personnel of our distribution partners. The personnel at such distribution partners may therefore not be adequately trained with respect to our products or may not be sufficiently incentivized to sell b-silk. If we are unable to successfully market our products and adequately address our customers’ needs, it could negatively impact sales and market acceptance of our products and we may never generate sufficient revenue to achieve or sustain profitability.

A limited number of customers, distributors and collaboration partners account for a material portion of our revenue and they may continue to do so for the foreseeable future. The loss of major customers, distributors or collaboration partners could harm our operating results.

Our revenues have varied materially from quarter to quarter and are dependent on sales to, and collaborations with, a limited number of customers, distributors and/or collaboration partners. For example, for the year ended December 31, 2023, one customer, Vegamour, Inc. (“Vegamour”) accounted for approximately 95% of our revenue. Our agreement with Vegamour contains minimum purchase requirements in 2023 and in 2024, and will terminate on December 31, 2025 or earlier by mutual written agreement of the parties or for any reason upon written notice.

We believe this concentration for 2023 was primarily attributable to our limited history of commercial operations and limited revenue, as well as buying patterns from Vegamour that we do not expect to continue past 2023. However, until we are able to achieve broader market acceptance of b-silk, we may face risks associated with a

more concentrated customer base. There are risks whenever a significant percentage of revenue is concentrated with a limited number of customers. For example, revenue from these customers may fluctuate from time to time based on these customers’ business needs, the timing of which may be affected by market conditions or other facts outside of our control. These customers could also potentially pressure us to reduce the prices we charge for our product, which could have an adverse effect on our margins and financial position and could negatively affect our revenue and results of operations. If any of our largest customers terminates its relationship with us, such termination could negatively affect our revenues and results of operations.

We cannot be certain that customers, distributors and/or collaboration partners that have accounted for material revenues in past periods, individually or as a group, will continue to generate similar revenues in any future period. If we fail to renew with, or if we lose a major customer, distributor or collaboration partner, our revenues could decline if we are unable to replace the lost revenues with revenues from other sources. Furthermore, if we lose one or more of our distributors and cannot replace the distributor in a timely manner or at all, our business, results of operation and financial condition may be materially adversely affected.

Our estimated contracted revenues vary from purchase orders on an “as needed” basis to contracts with minimum purchase obligations, and the failure of our customers to continue placing orders or to abide by their contracts could have a material adverse effect on our operations and financial results.

For the years ended 2023 and 2022, 96% and 0% of our product revenue was derived from purchase orders made by customers on an as-needed basis, and 96% and 4% of orders occurred under specified multi-year minimum contractual purchase obligations, respectively. Going forward, we expect to encounter a mixture of multi-year contractual purchase commitments and as-needed purchase orders. As a result, our manufacturing volume will continue to be based on estimates and forecasts that can be incorrect. Additionally, customers issuing purchase orders can cancel purchase orders or reduce or delay orders at any time. Incorrect estimates and projections or the cancellation, delay, or reduction of customer purchase orders, or customers’ failure to fulfill their minimum purchase obligations could result in reduced sales, excess inventory, unabsorbed overhead, and reduced income from operations.

We often schedule internal production levels and place orders for b-silk with our manufacturing partner before receiving firm orders from our customers. Therefore, if we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products to deliver to our customers. Factors that could affect our ability to accurately forecast demand for our products include the following:

•        an increase or decrease in consumer demand for b-silk or for the products of our competitors;

•        our failure to accurately forecast consumer acceptance of new product candidates;

•        delays in the production of b-silk, or the unsatisfactory performance of our manufacturing partner;

•        delays in the ability of b-silk to meet certain customer performance requirements and other specifications;

•        new product introductions by us or our competitors;

•        changes in our relationships with our customers;

•        changes in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate of reorders placed by retailers;

•        changes in laws and regulations applicable to our products or the manner in which we sell b-silk; and

•        weak economic conditions or consumer confidence, which could reduce demand for b-silk.

Inventory levels in excess of consumer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could have an adverse effect on our business, results of operations and financial condition. Any overestimation of the demand for b-silk will result in a decline in forecasted revenue. Additionally, if we underestimate or are otherwise unable to produce enough b-silk from our manufacturing partner or any future manufacturing partners to meet the demand for b-silk, we may not be able to meet customer demand, resulting in delays in the shipment of products and lost revenue, and damage to our reputation and customer and consumer relationships. We may not be able to manage inventory levels successfully to meet future order and reorder requirements.

We may face challenges selling b-silk and future biomaterial products at commercial scale and at commercially viable cost, and we may not be able to commercialize b-silk or future biomaterial products to the extent necessary to make a profit or sustain and grow our current business.

To commercialize b-silk and future biomaterial products, we must be successfully produce at commercial scale or at a commercially viable cost. If we cannot achieve commercially viable production economics with our manufacturing partner or any future manufacturing partners for enough b-silk or our future biomaterial products to support our business plan, including through establishing and maintaining sufficient production scale and volume, we will be unable to achieve a sustainable products business. Our production costs depend on many factors that could have a negative effect on our ability to offer our planned products at competitive prices, including, in particular, our ability to establish and maintain sufficient production scale and volume, exchange rates and contract manufacturing costs.

To reduce per-unit production costs to be able to reliably sell b-silk with positive margins, we must increase the amount of b-silk we purchase from our manufacturing partner or future manufacturing partners to achieve economies of scale and optimize the manufacturing process to make the manufacturing process more efficient. However, if we do not sell production output in a timely manner or in sufficient volumes, our investment in production will lead to higher working capital costs, which harm our cash position and could generate losses. Additionally, we may incur added storage costs as well as supply chain delays and disruptions, all of which can adversely affect the value of such products. Since achieving competitive product prices generally requires increased production volumes and cash flows from sales are in their early stages, we have had to produce and sell b-silk at a loss in the past, and we may continue to do so as we build our business. If we are unable to achieve adequate revenues from a combination of b-silk sales and other sources such as future biomaterial products, we may not be able to invest in production and we may not be able to pursue our business plans.

Certain contracts granting exclusivity rights to customers may limit our ability to sell products in certain markets.

We may enter into certain agreements with customers, which, subject to the terms therein, grant these customers the exclusive right with respect to certain limited applications to purchase certain products from us for a contractually specified period of time. These arrangements could prevent us from selling products to certain prospective customers, which could have a material and adverse impact on our potential revenues and our ability more generally to expand our customer base and product lines.

We may face substantial competition from incumbent materials as well as other new entrants, and if we are unable to continue developing innovative products and technologies and/or scale our production of b-silk, we may fail to gain, or may lose, market share to our competitors.

We face and will face substantial competition from a variety of companies in the cosmetic ingredients segment. Some competitors’ products are suitable for a range of uses at a price that may be lower than our product offerings. Many of these companies have longer operating histories, greater name recognition, larger customer bases, and significantly greater financial, sales and marketing, manufacturing, technical, and other resources than us. Our competitors may be able to adapt more quickly to new or emerging technologies, changes in customer requirements and changes in laws and regulations. In addition, current and potential competitors have established or may establish financial or strategic relationships among themselves or with existing or potential customers or other third parties. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share. There can be no assurance that we can develop products that are more effective or achieve greater market acceptance than competitive products, or that our competitors will not succeed in developing products and technologies that are more effective than those being developed by us and that would therefore render our products and technologies less competitive or even obsolete. We cannot assure you that we will be able to compete successfully against current or new competitors. We believe our ability to compete successfully in designing, engineering, and manufacturing our products at significantly reduced cost to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to develop new technologies and to meet our customers’ needs and the availability of our offerings. If we are unable to compete successfully, our business, results of operations and financial condition would be adversely affected.

If we are unable to coordinate with our current manufacturing partner and any future manufacturing partners to successfully commence, scale up or sustain production of b-silk at existing and planned manufacturing facilities, our customer relationships, business and results of operations may be adversely affected.

A substantial component of our planned production capacity in the near-and long-term depends on successful operations at our existing and potential large-scale manufacturing partners. We may partner with additional manufacturing facilities which we expect will allow us to increase production capacity. However, there can be no assurances that we will be able to commence operations or contract additional production capacity on our expected timeline, if at all. Delays or problems in the start-up or operation of facilities could cause delays in our ramp-up of production and hamper our ability to reduce our production and logistics costs. Delays could occur due to a variety of factors, including regulatory requirements and our ability to fund commissioning costs.

Once each production, purification, and downstream processing source is secured, they must perform as we expect. If our suppliers encounter significant delays in financing, cost overruns, engineering issues, contamination problems, equipment or raw material supply constraints, unexpected equipment maintenance requirements, safety issues, work stoppages or other serious challenges in bringing these facilities online for our products and operating them at commercial scale, including as a result of the impacts of the COVID-19 pandemic, we may be unable to supply our renewable products in the time frame and at the cost we have planned. It is difficult to predict the effects of scaling up production of industrial fermentation to commercial scale, as it involves various risks to the quality and consistency of our molecules. In addition, in order to produce molecules at existing and potential future plants, suppliers have been and may in the future be required to perform thorough transition activities and modify the design of plants. Any modifications to the manufacturing facility could cause complications in the operations of the plant, which could result in delays or failures in production. If we are unable to contract additional manufacturing capacity necessary to meet existing and potential customer demand, we may need to continue to use, or increase our use of, existing contract manufacturing sources, which may not be available on terms acceptable to us, if at all, and generally entail greater cost to us and would therefore reduce our anticipated gross margins. Further, if our efforts to increase (or commence, as the case may be) contracted production are not successful, our existing partners may decide not to work with us to develop additional production capacity, demand more favorable terms or delay their commitment to invest capital in our production. If we are unable to increase and sustain manufacturing capacity and operations sufficient to satisfy the existing and potential demand of our customers and partners, our business and results of operations may be adversely affected.

Our financial results could vary materially from quarter to quarter and are difficult to predict.

Our revenues and results of operations could vary materially from quarter to quarter because of a variety of factors, many of which are outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Factors that could cause our quarterly results of operations to fluctuate include:

•        achievement, or failure, with respect to technology, product development or manufacturing milestones needed to allow us to enter identified markets on a cost-effective basis or obtain milestone-related payments from collaboration partners;

•        delays or greater than anticipated expenses associated with the use of new manufacturing partners;

•        the cost of conducting research and development activities to optimize b-silk and future biomaterial products;

•        impairment of assets based on shifting business priorities and working capital limitations;

•        disruptions in the production process at any manufacturing facility, including disruptions due to outbreak of disease, contamination, safety or other technical difficulties, or scheduled downtime as a result of transitioning equipment to the production b-silk;

•        losses of, or the inability to secure new customers, collaboration partners, contract manufacturers, suppliers or distributors;

•        losses associated with producing our products as we ramp to commercial production levels;

•        the timing and size of b-silk sales to customers;

•        increases in price or decreases in availability of b-silk;

•        the unavailability of contract manufacturing capacity altogether or at reasonable cost;

•        exit costs associated with terminating contract manufacturing relationships;

•        fluctuations in foreign currency exchange rates;

•        change in the fair value of debt and derivative instruments;

•        fluctuations in the price of and demand for silicone elastomers and other products for which b-silk is an alternative;

•        variability in sales of b-silk;

•        competitive pricing pressures, including decreases in average selling prices of b-silk;

•        unanticipated expenses or delays associated with changes in governmental regulations and environmental, health, labor and safety requirements;

•        departure of executives or other key management employees resulting in transition and severance costs;

•        our ability to use our net operating loss carryforwards to offset future taxable income;

•        business interruptions such as pandemics or natural disasters like earthquakes and tsunamis;

•        our ability to integrate businesses that we may acquire in the future;

•        risks associated with the international aspects of our business; and

•        changes in general economic, industry and market conditions, both domestically and in our foreign markets, including rising interest rates, taxes and inflation.

Due to the factors described above, among others, the results of any quarterly or annual period may not meet our expectations or the expectations of our investors and may not be meaningful indications of our future performance.

We depend on key personnel.

We depend greatly on our executive officers and other employees. Our success will depend, in part, upon our ability to attract and retain additional skilled personnel. There can be no assurance that we will be able to find, attract and retain additional qualified employees, directors, and advisors having the skills necessary to operate, develop and grow our business. Our inability to hire qualified personnel, the loss of services of any of our executive officers, or the loss of services of other key employees, or advisors that may be hired in the future, may have a material and adverse effect on our business.

Our management has limited experience in operating a public company.

Our executive officers have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage their new roles and responsibilities. The transition to being a public company subjects us to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, results of operations and financial condition.

An increase in our shipping and freight costs could have a material adverse effect on our financial results because we may not be able to pass through all of these increased costs to our customers.

We currently rely upon third-party transportation providers for a significant portion of our product shipments. Our utilization of delivery services for shipments is subject to risks, including increases in fuel prices and container costs, which would increase our shipping costs, increased labor costs and employee strikes, disease outbreaks or pandemics (such as COVID-19), and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs, if at all. In the past, we have seen our shipping and freight

costs fluctuate substantially, particularly during COVID-19. While we presently transfer all shipping and freight costs to customers, we may not always be able to secure such terms and will continue to have shipping and freight costs associated with our business development activities. To the extent we are not able to transfer an increase in freight and shipping costs to our customers, it may have a negative impact on our profitability.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in, and the value of, our common stock.

As a privately held company, we have not been required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act. As a public company, however, our management will be required to establish and maintain internal control over financial reporting. If we are unable to establish or maintain appropriate internal control over financial reporting or implement these additional requirements in a timely manner or with adequate compliance, it could result in material misstatements in our consolidated financial statements, failure to meet our reporting obligations on a timely basis, increases in compliance costs, and subject us to adverse regulatory consequences, all of which may adversely affect investor confidence in, and the value of, our common stock.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, that company’s principal executive and principal financial officers, or persons performing similar functions, and influenced by that company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

In connection with the preparation of our interim unaudited condensed consolidated financial statements for the nine months ended September 30, 2023 and 2022 and the audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified included the Company having an insufficient number of personnel with an appropriate degree of accounting and internal controls knowledge, experience, and training to appropriately analyze, record and disclose accounting matters commensurate with our accounting and reporting requirements. In addition, due to an insufficient number of personnel, we did not design and maintain appropriate control activities to support segregation of duties.

We have begun the process of, and are focused on, designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate these material weaknesses. Our efforts include several actions:

•        We have engaged consultants to provide additional depth and breadth in our technical accounting and financial reporting capabilities.

•        We have engaged consultants to assist with the financial statement close process and segregating duties among accounting personnel to enable adequate review controls.

Although our management intends to complete these remediation efforts as quickly as practicable, it cannot at this time estimate how long it will take. The primary costs associated with these remediation efforts are corresponding recruiting and additional salary and consulting costs, which are difficult to estimate at this time but which may be significant. These additional resources and procedures are intended to enable us to broaden the scope and quality of our internal review of underlying information related to financial reporting and to formalize and enhance our internal control procedures. However, while we are designing and implementing measures to remediate our existing material weaknesses, we cannot predict the success of such measures or the outcome of our assessment of these measures at

this time. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, personnel, IT systems and applications, or other factors. If we fail to remediate our existing material weaknesses or identify new material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if we are unable to conclude that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when required to do so, it is possible that a material misstatement of our financial statements would not be prevented or detected on a timely basis, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of the Post-Combination Company Common Stock could be negatively affected.

As a remote-first company, we are subject to heightened operational and cybersecurity risks.

As a remote-first company, we are subject to heightened operational and cybersecurity risks. We are a remote-first company, meaning that for all existing roles many of our employees work from their homes or other non-company dwellings. For example, technologies in our employees’ and service providers’ homes and shared office spaces may not be as robust and could cause the networks, information systems, applications, and other tools available to employees and service providers to be more limited or less reliable. Further, the security systems in place at our employees’ and service providers’ homes and shared office spaces may be less secure than those used in corporate offices, and while we have implemented technical and administrative safeguards to help protect our systems as our employees and service providers work from home, we may be subject to increased cybersecurity risk which could expose us to risks of data or financial loss, and could disrupt our business operations. There is no guarantee that the data security and privacy safeguards we have put in place will be completely effective or that we will not encounter risks associated with employees and service providers accessing company data and systems remotely. We also face challenges due to the need to operate with a remote workforce and are addressing so to minimize the impact on our ability to operate.

Risks Related to Intellectual Property and Information Technology

We may not be able to protect adequately our patents and other intellectual property assets, which could adversely affect our competitive position and reduce the value of our products, and litigation to protect our patents and intellectual property assets may be costly.

Our commercial success may depend in part on our ability to obtain patent protection for technologies and products we develop, to preserve trade secrets and to operate without infringing the proprietary rights of others. There can be no assurance that any patents or patent applications that we own, obtain or file or are able to obtain or license from third parties will afford any competitive advantages or will not be challenged or circumvented by third parties. Furthermore, there can be no assurance that others will not independently develop similar technologies or duplicate any technology developed by us. Because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that before any of our potential products can be commercialized, any related patents may expire or may have only a brief remaining life span following commercialization, thus reducing any advantage of the patents.

If we are not able to obtain patent coverage or defend the patent protection for our technologies, then we will not be able to exclude competitors from developing or marketing competing technologies, and we may not generate enough revenue from product sales to justify the cost of development of our technologies and to achieve or maintain profitability. The patents currently in the portfolio have expiration dates ranging from 2034 to 2040 and any patents resulting from pending patent applications are expected to have durations that will expire between 2034 and 2044.

Our patent position involves complex legal and factual questions. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. Patents may not be issued for any pending or future pending patent applications owned by or licensed to us, and claims allowed under any issued patent or future issued patent owned or licensed by us may not be valid or sufficiently broad to protect our technologies. Moreover, we may be unable to protect certain of our intellectual property in the United States or in foreign countries. Foreign jurisdictions may not afford the same protections as U.S. law, and we cannot ensure that foreign patent applications will have the same scope as the U.S. patents. There will be many countries in which we will choose not to file or maintain patents because of the costs involved. Competitors may also design around our technology or develop competing technologies.

Additionally, any issued patents owned by or licensed to us now or in the future may be challenged, invalidated or circumvented. To the extent competitors or other third parties develop and market products or procedures that we believe infringe our patents and proprietary rights, we may be compelled to initiate lawsuits to protect and enforce our intellectual property rights. Such litigation is typically expensive, time-consuming and uncertain as to outcome, and may involve opponents who have much more extensive financial resources than we do. An unfavorable outcome of any such litigation could have a material adverse effect on our business and results of operations.

Third parties may claim that we infringe on their proprietary rights and may prevent us from commercializing and selling our products.

We may be required to defend against challenges to the validity of our patents and against claims relating to the alleged infringement of patent or proprietary rights of third parties.

Litigation initiated by a third-party claiming patent invalidity or patent infringement could:

•        require us to incur substantial litigation expense, even if we are successful in the litigation;

•        require us to divert significant time and effort of our management;

•        result in the loss of our rights to develop, manufacture or market our products; and

•        require us to pay substantial monetary damages or royalties in order to license proprietary rights from third parties or to satisfy judgments or to settle actual or threatened litigation.

Although patent and intellectual property disputes may be settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and could include the long-term payment of royalties. Furthermore, the required licenses may not be made available to us on acceptable terms. Accordingly, an adverse determination in a judicial or administrative proceeding or a failure to obtain necessary licenses could prevent us from manufacturing and selling our products or increase our costs to market our products.

We rely in part on trade secrets to protect our technology, and our failure to obtain or maintain trade secret protection could limit our ability to compete.

We rely on trade secrets to protect some of our technology and proprietary information, especially where we believe patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. Litigating a claim that a third party had illegally obtained and was using our trade secrets would be expensive and time consuming, and the outcome would be unpredictable. Moreover, if our competitors independently develop similar knowledge, methods and know-how, it will be difficult for us to enforce our rights and our business could be harmed.

If we experience a significant disruption in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected.

We depend on information technology systems to, among other functions, process orders and bills, collect and make payments, interact with customers and suppliers, manage inventory, coordinate research & development, store scientific and regulatory data, facilitate communication and project management internally and with partners, and otherwise conduct business. We also depend on these systems to respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment and record and pay amounts due to vendors and other creditors. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers. As we upgrade or change systems, we may also experience interruptions in service, loss of data or reduced functionality and other unforeseen material issues which could adversely impact our ability to provide quotes, take customer orders and otherwise run our business in a timely manner. In addition, if our new systems fail to provide accurate and increased visibility into pricing and cost structures, it may be difficult to improve or maximize our profit margins. As a result, our results of operations could be adversely affected.

In addition, cyber-attacks or security breaches could compromise confidential, business critical information, cause a disruption in our operations or harm our reputation. Our information technology systems are subject to potential disruptions, including significant network or power outages, cyberattacks, computer viruses, other

malicious codes and/or unauthorized access attempts, any of which, if successful, could result in data leaks or otherwise compromise our confidential or proprietary information and disrupt our operations. Despite our efforts to protect sensitive information and comply with and implement data security measures, there can be no assurance that any controls and procedures that we have in place will be sufficient to protect us. Further, as cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cyber security. Any such disruptions to our information technology systems, breaches or compromises of data, and/or misappropriation of information could result in violation of privacy and other laws, litigation, fines, negative publicity, lost sales or business delays, any of which could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to Government Regulation

Government regulations and private party actions relating to the marketing and advertising of cosmetic products that include b-silk or other products we develop may restrict, inhibit or delay our ability to sell such products and harm our business.

A variety of federal, state, and foreign government authorities regulate the advertising and promotion of cosmetic products, including the marketing claims that can be made regarding their properties and benefits. In the United States, the Food and Drug Administration (“FDA”) regulates the marketing of cosmetic products. While cosmetic products and labeling do not require pre-market approval and the FDA does not have a list of approved or accepted claims, cosmetic labeling and claims must be truthful and not misleading. In addition, a cosmetic product may not be marketed with claims regarding the treatment or prevention of diseases or conditions or an effect on the structure or function of the body, which would cause such products to meet the definition of a drug and be subject to the requirements applicable to drug products. The FDA has issued warning letters to companies marketing their cosmetic products or ingredients for improper drug claims, including, for example, product claims regarding anti-aging properties and barrier defense to protect the skin.

In addition, consumer protection laws and regulations governing our business continue to expand. In some states such as California, class-action lawsuits may be based on similar standards regarding false and misleading advertising and other increasingly novel theories of liability. There is a degree of subjectivity in determining whether a labeling or marketing claim is appropriate under these standards. While we believe our product claims are truthful, not misleading, and would not cause our products to be regulated as drugs, there is always a risk that the FDA may determine otherwise, issue us a warning letter or untitled letter, require us to modify our product claims or take other enforcement action, or that we may be subject to consumer protection litigation. In addition, plaintiffs’ lawyers have filed class action or false advertising lawsuits against cosmetic companies based on their marketing claims. Federal and state consumer protection agencies are expected to continue their active enforcement of applicable laws and regulations. Any inquiry into the regulatory status of our products and any related interruption in the marketing and sale of these products could damage our reputation and image in the marketplace.

Other regulatory authorities, such as the U.S. Federal Trade Commission (“FTC”), typically require adequate and reliable scientific substantiation to support marketing claims. This standard for substantiation can vary widely from market to market and there is no assurance that the research and development efforts that we undertake to support our claims will be deemed adequate for any particular product or claim. The FTC also has issued Guides Concerning the Use of Endorsements and Testimonials in Advertising (“Guides”), under which product testimonials must come from “bona fide” users of a product and otherwise reflect the honest opinions, beliefs, or experience of the endorser. Additionally, companies must disclose material connections between themselves and their endorsers and are subject to liability for false or unsubstantiated statements regarding its products made by endorsers including, for example, marketing atypical results of using a product. The FTC actively investigates online product reviews and may bring enforcement actions against a company for failure to comply with applicable requirements for testimonials. If we fail to comply with the Guides or make improper product claims, the FTC could bring an enforcement action against us and we could be fined and/or forced to alter our marketing materials.

If our products are not manufactured in compliance with applicable legal requirements, do not meet quality and cosmetic constituent standards, or otherwise result in adverse health effects in consumers, it could result in reputational harm, remedial costs, or governmental authority enforcement.

In the United States, the Federal Food, Drug and Cosmetic Act, administered and enforced by the FDA, prohibits the introduction, or delivery for introduction, into interstate commerce of cosmetics that are adulterated or misbranded. The FDA has historically recommended (but not required) certain voluntary good manufacturing practices (“GMPs”) designed to reduce the risk of violating this prohibition. However, recent legislation expanded the FDA’s authority to regulate cosmetics, including their manufacturing. Specifically, in December 2022, President Biden signed into law the Consolidated Appropriations Act, 2023, which included the Modernization of Cosmetics Regulation Act of 2022 (“MoCRA”). MoCRA established, among other things, new FDA authority over cosmetics, including requirements to register manufacturing facilities and list cosmetic products and ingredients, report serious adverse events, substantiate safety of the cosmetic, label cosmetics with certain information, and maintain certain records. The FDA now also has authority to enforce, and is required to issue, regulations governing GMPs for cosmetics, a proposed rule for which is required under the law to be issued by December 2024.

While many of MoCRA’s provisions apply directly to the entities whose name appears on the label of the finished cosmetic, and we do not produce any finished cosmetics, our customers will be required to comply with MoCRA, and may contractually impose certain of these requirements on us. Until cosmetic GMPs are promulgated, adherence to recommended GMPs can reduce the risk that the FDA finds such products have been rendered adulterated or misbranded in violation of applicable law. The FDA’s draft guidance on cosmetic GMPs, most recently updated in June 2023, provides recommendations related to process documentation, recordkeeping, building and facility design, equipment maintenance and personnel. The FDA also recommends that manufacturers maintain product complaint and recall files and voluntarily report adverse events to the agency. In addition, FDA regulations prohibit or otherwise restrict the use of certain ingredients in cosmetic products. If our third party suppliers fail to manufacture our products in compliance with voluntary GMPs, or mandatory GMPs when promulgated and if imposed, we or our customers could be subject to regulatory enforcement action, and we could be deemed in breach of our contractual arrangements with our customers, which could have a material adverse impact on our business. Such failures could also lead to customer complaints, adverse events, product withdrawal or recall, or increase the likelihood that our products are rendered adulterated or misbranded, any of which could result in negative publicity, remedial costs, or regulatory enforcement that could impact our ability to continue selling certain products.

If our products are found to be defective or unsafe we may be subject to various product liability claims, which could harm our reputation and business.

Our success depends, in part, on the quality and safety of our products. If our products are found to be defective, unsafe, or otherwise fail to meet our customers’ expectations or if our product claims are found to be unfair or deceptive, our relationships with customers could suffer, the appeal of one or more of our products could be diminished and we could lose sales, any of which could result in an adverse effect on our business.

We may be subject to product liability claims, including that our products fail to meet quality or manufacturing specifications, contain contaminants, include inadequate instructions as to their proper use, include inadequate warnings concerning side effects and interactions with other substances, or cause adverse reactions or side effects. Product liability claims could increase our costs, and adversely affect our business and financial results.

Changes in government regulation may require us to modify our operations, including formulations that we utilize in our products.

Several intergovernmental organizations, countries and other political subdivisions of countries have enacted, or are considering enacting, laws and regulations designed to encourage or mandate the increased use of sustainable alternatives to plastics, or to dictate how much water, power, or other inputs may be used to manufacture products. These laws and regulations could require us to modify our manufacturing operations and processes, product designs, and/or product formulations to comply with these laws and regulations. Our inability or failure to comply with these laws and regulations could negatively affect our ability to manufacture and supply products, and/or the demand for, and marketability of, our products, which would have an adverse impact on our financial results.

General Risk Factors

Global economic and financial market conditions, including severe market disruptions and the potential for a significant and prolonged global economic downturn, could impact our business operations in a number of ways, including, but not limited to, reduced demand in key customer end-markets, such as cosmetics and personal care products.

The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases in locations where end-products utilizing b-silk or any of our other future biomaterial products are sold, man-made or natural disasters, actual or threatened war, terrorist activity, political unrest, civil strife and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact retail, specifically cosmetics and personal care products, and other customer and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, current manufacturing partner and any future manufacturing partners, customers, consumers and creditors may suffer. Our results of operations depend upon, among other things, the financial health and strength of our customers as well as our suppliers, current manufacturing partner and any future manufacturing partners, or other third parties on which we rely, our ability to maintain and increase sales volume with our existing customers, our ability to attract new customers, and our ability to provide products that fulfill our customers’ needs at the right price. Decreases in demand for our products without a corresponding decrease in costs would put downward pressure on margins and would negatively impact our financial results. Prolonged unfavorable economic conditions or uncertainty may have an adverse effect on our sales and profitability.

Changes in the U.S. and global social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment could also adversely affect our business. If global economic conditions remain volatile for a prolonged period or experience further disruptions, our business, results of operations and financial condition could be adversely affected.

The market price of shares of our common stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of our common stock following the Business Combination is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in this section and the following:

•        the impact of the COVID-19 pandemic on our financial condition and the results of operations;

•        our operating and financial performance and prospects;

•        our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

•        conditions that impact demand for our b-silk or our future biomaterial products;

•        future announcements concerning our business, our clients’ businesses or our competitors’ businesses;

•        the public’s reaction to our press releases, other public announcements and filings with the SEC;

•        the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”);

•        the size of our public float;

•        coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•        market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

•        strategic actions by us or our competitors, such as acquisitions or restructurings;

•        changes in laws or regulations which adversely affect our industry or us;

•        privacy and data protection laws, privacy or data breaches, or the loss of data;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        changes in senior management or key personnel;

•        issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

•        changes in our dividend policy;

•        adverse resolution of new or pending litigation against us; and

•        changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation.

We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

We may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products, and other assets in the future. An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of the acquired companies. Key personnel of the acquired companies may choose not to work for us, their software may not be easily adapted to work with ours, or we may have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise. We may also experience difficulties integrating personnel of the acquired company into our business and culture. Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for development of our existing business. The anticipated benefits of any acquisition, investment, or business relationship may not be realized or we may be exposed to unknown risks or liabilities.

Negotiating these transactions can be time-consuming, difficult, and expensive, and our ability to close these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close. For one or more of those transactions, we may:

•        issue additional equity securities that would dilute our stockholders;

•        use cash that we may need in the future to operate our business;

•        incur debt on terms unfavorable to us or that we are unable to repay;

•        incur large charges or substantial liabilities;

•        encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and

•        become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.

Future litigation or similar legal proceedings could have a material adverse effect on our business and results of operations.

Lawsuits and other administrative or legal proceedings may arise in the course of our operations. We may also face heightened regulatory or other public scrutiny as a result of going public via a transaction with a special purpose acquisition company. These sorts of lawsuits or proceedings can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fines. In addition, lawsuits and other legal proceedings may be time-consuming and may require a commitment of management and personnel resources that will be diverted from our normal business operations. Although we generally maintain

insurance to mitigate certain costs, there can be no assurance that costs associated with lawsuits or other legal proceedings will not exceed the limits of insurance policies. Moreover, we may be unable to continue to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs associated with lawsuits and other legal proceedings being uninsured. Our business, financial condition, and results of operations could be adversely affected if a judgment, penalty or fine is not fully covered by insurance.

You will be diluted by the future issuance of Bolt Threads Common Stock, Post-Combination Company preferred stock or securities convertible into Bolt Threads Common Stock or Post-Combination Company preferred stock, in connection with the exercise of GAMC Warrants and Public Warrants, or issuances under our incentive plans, for acquisitions, for capital raises or otherwise.

Holders of Post-Combination Company Common Stock may be subject to further dilution upon issuance of the shares reserved for issuance upon exercise of GAMC Warrants and Public Warrants, or under the 2024 Incentive Plan and the ESPP. Additionally, in the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, or debt securities convertible into equity or shares of preferred stock. Issuing additional shares of our capital stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of Post-Combination Company Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Shares of Post-Combination Company preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Post-Combination Company Common Stock. Our decision to issue securities in the future will depend on market conditions and other factors beyond our control.

The following table illustrates varying ownership levels in the Post-Combination Company following the Closing, assuming no redemptions of any of GAMC’s Public Shares in connection with the special meeting to approve the Business Combination, redemption of 50% of GAMC’s Public Shares in connection with the special meeting to approve the Busines Combination and the redemption of all of GAMC’s outstanding Public Shares in connection with the special meeting to approve the Business Combination:

____________

(1)      Amount includes (i) 140,000 Founder Shares held by GAMC’s independent directors, (ii) 1,437,500 Sponsor Earn-Out Shares subject to vesting and forfeiture but that will confer the right to vote prior to vesting and (iii) 472,687 shares issued in connection with the Sponsor’s Bridge Warrants, which will be automatically exercised into Bolt Threads Common Stock immediately prior to Closing and exchanged for the Post-Combination Company Common Stock.

(2)      Estimated number of shares of Post-Combination Company Common Stock that would be issued to Bolt Threads securityholders pursuant to the Business Combination Agreement at Closing, based on shares of Bolt Threads capital stock outstanding as of March 1, 2024, and an assumed exchange ratio of 0.4661. The actual number of outstanding shares of Post-Combination Company Common Stock held by former Bolt Threads securityholders at Closing will vary depending on the number of shares of Bolt Threads capital stock outstanding immediately prior to Closing.

(3)      Assumes the purchase by the Sponsor of the maximum number of PIPE Shares Sponsor may be obligated to purchase pursuant to its Subscription Agreement. However, the number of PIPE Shares to be purchased by the Sponsor will be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and

Bolt Threads at any time up to immediately prior to the expiration of such redemption period. The no additional redemption scenario assumes that none of the outstanding public shares are redeemed in connection with the Business Combination, and that there is no corresponding reduction to the number of PIPE Shares Sponsor is required to buy. However, the actual reduction in number of PIPE Shares Sponsor is required to buy will only be to the extent unredeemed public shares are held by individuals mutually agreed upon by GAMC and Bolt Threads prior to the expiration of the redemption period.

(4)      Calculation of implied per share value assumes an enterprise value of $250 million of Bolt Threads upon consummation of the Business Combination, which includes (A) approximately $6.2 million of proceeds from GAMC Class A Common Stock that have not been redeemed and (B) approximately $34.9 million of gross proceeds actually raised under the Note Purchase Agreement and the gross proceeds committed under the Subscription Agreements.

Stockholders will experience additional dilution to the extent the Post-Combination Company issues additional shares after the Closing. The tables above do not include (i) shares expected to be issued to various advisors and former creditors of the parties following the Closing, (ii) shares issuable upon exercise or settlement of equity awards or warrants of Bolt Threads that are expected to remain outstanding after the Closing, (iii) up to 9,583,333 shares of Post-Combination Company Common Stock that will be issuable upon exercise of the Public Warrants, which have an initial exercise price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement), (iv) up to 5,000,000 shares of Post-Combination Company Common Stock that will be issuable upon exercise of the Private Placement Warrants, which have an initial exercise price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement), (v) shares of Post-Combination Company Common Stock that will be available for issuance under the 2024 Incentive Plan, which will initially be equal to 15% of the fully-diluted shares as of the Closing or (vi) shares of Post-Combination Company Common Stock that will be available for issuance under the ESPP, which will initially be equal to 2% of the fully-diluted shares as of the Closing.

The following table illustrates the impact on relative ownership levels assuming the issuance of all such shares.

____________

(1)      Amount includes (i) 140,000 Founder Shares held by GAMC’s independent directors, (ii) 1,437,500 Sponsor Earn-Out Shares, and (iii) an assumed purchase by the Sponsor of 656,499 PIPE Shares. However, the number of PIPE Shares to be purchased by the Sponsor will be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time up to immediately prior to the expiration of such redemption period.

(2)      Amount includes (i) the purchase of 1,640,476 PIPE Shares by current securityholders of Bolt Threads and (ii) the estimated number of shares of Post-Combination Company Common Stock that would be issued to Bolt Threads securityholders pursuant to the Business Combination Agreement at Closing, based on shares of Bolt Threads capital stock outstanding as of March 1, 2024, and an assumed exchange ratio of 0.4661. The actual number of outstanding shares of Post-Combination Company Common Stock held by former Bolt Threads securityholders at Closing will vary depending on the number of shares of Bolt Threads capital stock outstanding immediately prior to Closing.

(3)      Consists of (i) 600,000 shares of the Post-Combination Company to be issued to the landlord of Bolt Threads’ Berkeley lease, pursuant to a lease termination agreement upon Closing or shortly thereafter; (ii) 150,000 shares of the Post-Combination Company to be issued to Bolt Threads’ vendor, pursuant to a vendor termination agreement upon Closing or shortly thereafter; and (iii) 500,000 shares of shares of Post-Combination Company Common Stock to be issued to BTIG as partial compensation in lieu of the deferred cash underwriting commission otherwise due to BTIG at the Closing in connection with GAMC’s IPO. The number of shares issuable to BTIG will be equivalent to the greater of (i) 500,000 shares of Post-Combination Company Common Stock, or (ii) the number of shares calculated by dividing (x) $5,000,000 by (y) the volume-weighted average price of the Post-Combination Company Common Stock over the three trading days immediately preceding the initial filing of the registration statement relating to the resale of such shares, provided that clause (y) shall not be less than $8.00 per share. In no event will the number of shares issuable to BTIG be greater than 625,000.

(4)      Consists of (i) 1,768,981 shares of Post-Combination Company Common Stock issued or issuable upon the vesting of restricted stock units currently held by Bolt Threads securityholders; (ii) 850,259 shares of Post-Combination Company Common Stock issued or issuable upon the exercise of options currently held by Bolt Threads securityholders; and (iii) 137,297 shares of Post-Combination Company issuable upon the exercise of warrants currently held by Bolt Threads securityholders that will not be automatically exercised in connection with the Closing.

(5)      The number of shares of Post-Combination Company Common Stock available for issuance under the 2024 Incentive Plan and the ESPP will be annually increased on January 1 of each calendar year beginning in 2025 and ending in 2034 by amounts described in the sections entitled “Proposal No. 5 — The Incentive Plan Proposal” and “Proposal No. 6 — The ESPP Proposal” elsewhere in this proxy statement/prospectus.

(6)      Calculation of implied per share value assumes (i) an enterprise value of $250 million of Bolt Threads upon consummation of the Business Combination, (ii) approximately (A) $6.2 million of proceeds from GAMC Class A Common Stock prior to any redemptions; (B) $3.1 million of proceeds from GAMC Class A Common Stock assuming 50% redemptions; and (C) no proceeds assuming maximum redemptions of GAMC Class A Common Stock, (iii) approximately $34.9 million of gross proceeds actually raised under the Note Purchase Agreement and the gross proceeds committed under the Subscription Agreements and (iv) none of the GAMC Warrants or Bolt Threads options or warrants are exercised for cash.

Concentration of ownership among our existing directors, executive officers and principal stockholders may prevent new investors from influencing significant corporate decisions.

Following the consummation of the Business Combination and related transactions, the Post-Combination Company directors and executive officers and their affiliates, in the aggregate, will beneficially own approximately [•]% of our outstanding stock, assuming no redemptions by holders of GAMC Common Stock, or [•]% of our outstanding stock, assuming maximum redemptions by holders of GAMC Common Stock as described elsewhere in this proxy statement/prospectus. Subject to any fiduciary duties owed to our other stockholders under Delaware law, these stockholders may be able to exercise significant influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have some control over our management and policies. Some of these persons or entities may have interests that are different from yours. For example, these stockholders may support proposals and actions with which you may disagree or which are not in your best interests. The concentration of ownership could delay or prevent a change in control of us, or otherwise discourage a potential acquirer from attempting to obtain control of us, which in turn could reduce the price of our stock.

In addition, these stockholders could use their voting influence to maintain our existing management and directors in office or support or reject other management and board of directors proposals that are subject to stockholder approval, such as amendments to our employee stock plans and approvals of significant financing transactions.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of our term loan agreement may restrict our ability to pay dividends, and any additional debt we may incur in the future may include similar restrictions. As a result, stockholders must rely on sales of their Post-Combination Company Common Stock after price appreciation as the only way to realize any future gains on their investment.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Post-Combination Company, its business, or its market, or if they change their recommendations regarding the Post-Combination Company’s securities adversely, the price and trading volume of the Post-Combination Company’s securities could decline.

The trading market for the Post-Combination Company’s securities will be influenced by the research and reports that industry or securities analysts may publish about the Post-Combination Company, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on the Post-Combination Company. If no securities or industry analysts commence coverage of the Post-Combination Company, the Post-Combination Company’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Post-Combination Company change their recommendation regarding the Post-Combination Company’s shares of common stock adversely, or provide more favorable relative recommendations about the Post-Combination Company’s competitors, the price of the Post-Combination Company’s shares of common stock would likely decline. If any analyst who may cover the Post-Combination Company were to cease coverage of the Post-Combination Company or fail to regularly publish reports on it, the Post-Combination Company could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of Nasdaq, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we are subject to laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the requirements of Nasdaq, which we were not required to comply as a private company. As a newly public company, complying with these statutes, regulations and requirements occupies a significant amount of time of our board of directors and management and significantly increases our costs and expenses. For example, we have had to institute a more comprehensive compliance function, comply with rules promulgated by Nasdaq, prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws, establish new internal policies, such as those relating to insider trading. We have also had to retain and rely on outside counsel and accountants to a greater degree in these activities. In addition, being subject to these rules and regulations has made it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officer.

Following the Business Combination and related transactions, we will qualify as an “emerging growth company”, and the reduced public company reporting requirements applicable to emerging growth companies may make our securities less attractive to investors.

Following the Business Combination and related transactions, we will qualify as an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to public companies that are not emerging growth companies. These provisions include, but are not limited to: an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We intend to take advantage of the exemptions discussed above. As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies or that are not taking advantage of such exemptions.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year following the fifth anniversary of the closing of GAMC’s IPO, (ii) the first fiscal year after our annual gross revenue exceed $1.235 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.00 billion in non-convertible debt securities, or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year.

We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our securities, and the market price of our securities may be more volatile.

Risks Related to GAMC and the Business Combination

Unless the context otherwise requires, all references in this subsection to “we,” “us,” or “our” refer to GAMC.

GAMC stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the Post-Combination Company Common Stock to Bolt Threads Stockholders in connection with the Business Combination, current Public Stockholders’ percentage ownership will be diluted. The percentage of the Post-Combination Company Common Stock that will be owned by Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. It is anticipated that, following the Business Combination and related transactions, (1) the GAMC Stockholders will own approximately 1.7% of the outstanding Post-Combination Company Common Stock, (2) Bolt Threads Stockholders will own approximately 73.2% of the outstanding Post-Combination Company Common Stock (including PIPE Shares purchased by such holders), (3) the Initial Stockholders will collectively own approximately 25.1% of the outstanding Post-Combination Company Common Stock (including the assumed purchase of 656,499 PIPE Shares by the Sponsor and the receipt of 472,687 shares to be issued in respect of the Sponsor’s Bridge Warrants, which will be automatically exercised immediately prior to Closing), and (4) Bolt Threads’ former landlord and vendor, which will be issued Post-Combination Company Common Stock in connection with settlement agreements, and BTIG, which will be issued Post-Combination Company Common Stock as partial compensation in lieu of deferred cash underwriting compensation otherwise due to BTIG at closing in connection with GAMC’s IPO, will collectively hold approximately 3.6% of the outstanding Post-Combination Company Common Stock. These percentages assume that no Public Stockholders exercise their redemption rights in connection with the Business Combination. To the extent that any additional shares are issued, GAMC Stockholders’ percentage ownership of Post-Combination Company Common Stock will be further diluted. Because of this, Public Stockholders, as a group, will have less influence on the board of directors, management and policies of the Post-Combination Company than they now have on the board of directors, management and policies of GAMC.

The Second Extension contravenes Nasdaq rules and, as a result, may lead Nasdaq to suspend trading in our securities or lead our securities to be delisted from Nasdaq.

The GAMC Class A Common Stock, GAMC Units and Public Warrants are listed on Nasdaq. Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its registration statement for its initial public offering, which, in the case of GAMC, would be March 19, 2024 (the “Nasdaq Deadline”). On December 12, 2023, GAMC’s stockholders approved the Second Extension which allows GAMC to extend GAMC’s termination date to up September 19, 2024, which is beyond the Nasdaq Deadline. As a result, the Second Extension does not comply with Nasdaq rules. On March 18, 2024, GAMC received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, unless GAMC timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), GAMC’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on March 27, 2024, due to GAMC’s non-compliance with Nasdaq IM-5101-2. GAMC timely requested a hearing before the Panel to request sufficient time to complete the Business Combination with Bolt Threads. We cannot assure you that Nasdaq will not delist GAMC in such event, or that we will be able to obtain a hearing with the Panel to appeal the delisting determination, or that GAMC’s securities will not be suspended pending the Panel’s decision. In addition, GAMC is subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of its securities on Nasdaq. Such continued listing requirements for the GAMC Class A Common Stock include, among other things, the requirement to maintain at least 300 public holders.

GAMC expects that if the GAMC Class A Common Stock fails to meet Nasdaq’s continued listing requirements, the GAMC Units and Public Warrants will also fail to meet Nasdaq’s continued listing requirements for those securities. If GAMC’s securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist GAMC’s securities from trading on its exchange. If Nasdaq delists any of GAMC’s securities from trading on its

exchange and GAMC is not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, GAMC could face significant material adverse consequences, including, among other things an inability to complete the Business Combination.

There can be no assurance that the Post-Combination Company’s common stock will be approved for listing on Nasdaq or that the Post-Combination Company will be able to comply with the continued listing standards of Nasdaq.

In connection with the closing of the Business Combination, we intend to list the Post-Combination Company Common Stock on Nasdaq under the symbol “BSLK”. The Post-Combination Company’s continued eligibility for listing may be impacted on the number of our shares that are redeemed in connection with the Business Combination. If, after the Business Combination, Nasdaq delists the Post-Combination Company’s shares from trading on its exchange for failure to meet the listing standards, the Post-Combination Company and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for the Post-Combination Company Common Stock;

•        reduced liquidity for the Post-Combination Company Common Stock;

•        a determination that the Post-Combination Company Common Stock is a “penny stock” which will require brokers trading in the Post-Combination Company Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Post-Combination Company Common Stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Post-Combination Company’s financial condition, results of operations and the price of the Post-Combination Company’s securities, which could cause you to lose some or all of your investment.

Although GAMC has conducted due diligence on Bolt Threads, this diligence may not surface all material issues that may be present with Bolt Threads’ business. Factors outside of Bolt Threads’ and outside of GAMC’s control may, at any time, arise. As a result of these factors, the Post-Combination Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Post-Combination Company reporting losses. Even if GAMC’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Post-Combination Company’s liquidity, the fact that the Post-Combination Company reports charges of this nature could contribute to negative market perceptions about the Post-Combination Company or its securities. In addition, charges of this nature may cause the Post-Combination Company to be unable to obtain future financing on favorable terms or at all.

The trading market for the Post-Combination Company Common Stock following the Business Combination, and particularly immediately after the Business Combination, may be limited.

As of the record date for the special meeting, there were [•] shares of GAMC Common Stock outstanding, [•] of which will be subject to lock-up or vesting conditions following the Business Combination. Additionally, of the approximately [•] shares of Public Company Common Stock to be issued to Bolt Threads securityholders pursuant to the Business Combination Agreement, approximately [•] are expected to be subject to lock-up restrictions under the Registration Rights and Lock-up Agreement, and none of the shares to be issued in the PIPE will be freely tradeable until a resale registration statement is filed with the SEC and declared effective following the Business Combination. As a result, GAMC and Bolt Threads expect that a limited trading market may exist for the Post-Combination Company Common Stock following the Business Combination, and particularly immediately after the Business Combination.

Future issuances by the Post-Combination Company of any equity securities may dilute the interests of GAMC stockholders and decrease the trading price of the Post-Combination Company Common Stock.

Any future issuance by the Post-Combination Company of equity securities could dilute the interests of GAMC stockholders and could substantially decrease the trading price of Post-Combination Company Common Stock. The Post-Combination Company may issue equity or equity-linked securities in connection with the Business Combination or in the future, including any offering of equity securities, for a number of reasons, including to finance the Post-Combination Company’s operations and business strategy (including in connection with acquisitions and other transactions), to adjust the Post-Combination Company’s ratio of debt to equity, to satisfy its obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons.

Because the Post-Combination Company will become a public reporting company by means other than a traditional underwritten public offering, the Post-Combination Company’s stockholders may face additional risks and uncertainties.

Because the Post-Combination Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of Post-Combination Company Common Stock. Although BTIG is conducting a diligence process in connection with the Business Combination, there is no guarantee that the diligence will be done to the same degree as a traditional underwritten initial public offering. Accordingly, the Post-Combination Company’s stockholders may not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because the Post-Combination Company will not become a public reporting company by means of a traditional underwritten public offering, there are material risks, including, other than the diligence being conducted by BTIG, the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Because there is no independent third-party underwriter selling the shares of Post-Combination Company Common Stock, you must rely on the information included in this proxy statement/prospectus. Although GAMC performed a due diligence review and investigation of Bolt Threads in connection with the Business Combination, and Bolt Threads is conducting a diligence process, the lack of an independent due diligence review and investigation of an underwritten initial public offering increases the risk of investment in the Post-Combination Company because it may not have uncovered facts that would be important to a potential investor.

In addition, because the Post-Combination Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Post-Combination Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Post-Combination Company than they might if the Post-Combination Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Post-Combination Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the shares of Post-Combination Company Common Stock could have an adverse effect on the Post-Combination Company’s ability to develop a liquid market for the shares of Post-Combination Company Common Stock.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of GAMC’s securities or, following the Closing, the Post-Combination Company’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of GAMC’s securities prior to the Closing may decline. The market values of the Post-Combination Company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which GAMC’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the Post-Combination Company’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Bolt Threads Capital Stock. Accordingly, the valuation ascribed to Bolt Threads may not be indicative of the price that will prevail in the trading market following the Business Combination. If

an active market for the Post-Combination Company’s securities develops and continues, the trading price of the Post-Combination Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Post-Combination Company’s control. Any of the factors listed below could have a material adverse effect on your investment in the Post-Combination Company’s securities and the Post-Combination Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Post-Combination Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Post-Combination Company’s securities may include:

•        actual or anticipated fluctuations in the Post-Combination Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about the Post-Combination Company’s operating results;

•        success of competitors;

•        the Post-Combination Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning the Post-Combination Company or the transportation industry in general;

•        operating and share price performance of other companies that investors deem comparable to the Post-Combination Company;

•        the Post-Combination Company’s ability to market new and enhanced products and technologies on a timely basis;

•        changes in laws and regulations affecting the Post-Combination Company’s business;

•        the Post-Combination Company’s ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving the Post-Combination Company;

•        changes in the Post-Combination Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of the Post-Combination Company’s shares of common stock available for public sale;

•        any major change in the Post-Combination Board or management;

•        sales of substantial amounts of the Post-Combination Company’s shares of common stock by the Post-Combination Company’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Post-Combination Company’s securities irrespective of the Post-Combination Company’s operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Post-Combination Company’s securities, may not be predictable. Additionally, companies that have gone public via a business combination with a special purpose acquisition company have often experienced particularly extreme price and volume fluctuations. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Post-Combination Company could depress the Post-Combination Company’s share price regardless of the Post-Combination Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Post-Combination Company’s securities also could adversely affect the Post-Combination Company’s ability to issue additional securities and the Post-Combination Company’s ability to obtain additional financing in the future.

The Post-Combination Company will qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act, and if the Post-Combination Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, it could make the Post-Combination Company’s securities less attractive to investors and may make it more difficult to compare the Post-Combination Company’s performance to the performance of other public companies.

The Post-Combination Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Post-Combination Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Post-Combination Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of the Post-Combination Company’s common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2026, the last day of the fiscal year following the fifth anniversary of the date of the first sale of GAMC Class A Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Post-Combination Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the Post-Combination Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find GAMC Class A Common Stock less attractive because the Post-Combination Company will rely on these exemptions, which may result in a less active trading market for the Post-Combination Company and its price may be more volatile.

Additionally, the Post-Combination Company will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Post-Combination Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Post-Combination Company’s common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of the Post-Combination Company’s common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Post-Combination Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

The restatement of GAMC’s financial statements may lead to additional risks and uncertainties, including regulatory, litigation, stockholder or other actions, loss of investor and counterparty confidence and negative impacts on our stock price.

As a result of the restatement of GAMC’s audited consolidated financial statements included in Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2023 (“Amendment No. 1”), GAMC is subject to additional risks, including unanticipated costs for accounting and legal fees in connection with or related to the restatement and Amendment No. 1. In addition, the attention of GAMC’s management team may be diverted by these efforts. GAMC could also be subject to regulatory, litigation, stockholder, or other actions in connection with the restatement, which would, regardless of the outcome, consume management’s time and attention and may result in additional legal, accounting, and other costs. If GAMC does not prevail in any such proceedings, GAMC could be required to pay damages or settlement costs, which could be material. In addition, the restatement and related matters could have a negative effect on the Business Combination and GAMC’s reputation, or could cause GAMC’s, stockholders, or other counterparties to lose confidence in GAMC. Any of these occurrences could have a material adverse effect on GAMC’s business, results of operations, financial condition, and stock price.

GAMC has identified material weaknesses in its internal control over financial reporting. If GAMC is unable to develop and maintain an effective system of internal control over financial reporting, GAMC may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in GAMC and materially and adversely affect GAMC’s business and operating results.

GAMC’s management identified a material weakness in its internal control over financial reporting related to GAMC’s accounting for complex financial instruments. As a result of this material weakness, GAMC’s management has concluded that its disclosure controls and procedures were not effective as of December 31, 2023. Additionally, GAMC’s management identified a material weakness in its internal controls over financial reporting as it relates to GAMC’s failure to disclose in its Annual Report on Form 10-K filed with the SEC on March 15, 2024, the inadvertent disbursements from the Withdrawn Trust Funds (as defined herein) to pay $157,474 of general operating expenses as of December 31, 2023, counter to the terms of the Trust Agreement, that led to the restatement of GAMC’s audited consolidated financial statements included in Amendment No. 1. The disclosure of this inadvertent mistake was omitted from GAMC’s quarterly reports on Form 10-Q for the quarters ended June 30, 2023 and September 30, 2023. The amounts deemed to have been used for operating expenses were $76,974 as of June 30, 2023 and $335,127 as of September 30, 2023.

On April 3, 2024, GAMC issued a non-interest bearing, unsecured promissory note to the Sponsor, pursuant to which it may borrow up to an aggregate principal amount of $510,000, which made the Withdrawn Trust Funds whole. GAMC made estimated payments on its income tax obligations for the year ended December 31, 2023 of $453,342 and $11,000 on April 3, 2024 and April 9, 2024 respectively. This promissory note replenished the Withdrawn Trust Funds inadvertently used for operating expenses. GAMC is in the process of establishing a restricted bank account to be used to temporarily hold future withdrawals from the Trust Account, if any, for Delaware franchise tax and income tax obligations.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of GAMC’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for GAMC to provide reliable financial reports and prevent fraud. Management plans to devote significant effort and resources to the remediation and improvement of its internal control over financial reporting. GAMC continues to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If GAMC identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of GAMC’s annual or interim financial statements. In such case, GAMC may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in GAMC’s financial reporting and its share price may decline as a result. GAMC cannot assure you that any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

The unaudited pro forma financial information included herein may not be indicative of what the Post-Combination Company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Post-Combination Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

GAMC’s Sponsor, executive officer and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the founders, executive officer and directors agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, GAMC’s Sponsor, executive officer and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with GAMC, to vote any shares of GAMC Common Stock held by them in favor of the Business Combination. Furthermore, in connection with the execution of the Business Combination Agreement, on October 4, 2023, GAMC’s Sponsor entered

into a sponsor support agreement (the “Sponsor Support Agreement”) with GAMC and Bolt Threads, agreeing, among other things, to vote all of its shares of GAMC Common Stock in favor of the approval and adoption of the Business Combination Agreement and any other proposal submitted for approval by the stockholders of GAMC in connection with the Business Combination. We expect that GAMC’s Sponsor, executive officer and directors (and their permitted transferees) will own at least approximately 92.6% of the issued and outstanding shares of GAMC Common Stock at the time of any such stockholder vote.

GAMC may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

Pursuant to GAMC’s Existing Certificate of Incorporation, GAMC must complete its initial business combination by the Extended Date. GAMC may not be able to consummate an initial business combination within such time period. However, GAMC’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If GAMC is unable to consummate its initial business combination within the required time period, unless extended by stockholder vote, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the GAMC Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to GAMC Warrants, which will expire worthless in the event GAMC winds up.

GAMC’s Sponsor, directors, executive officer, advisors or their affiliates may elect to purchase shares from Public Stockholders, which may limit the number of redemptions in the Business Combination and reduce the public “float” of the GAMC Class A Common Stock.

GAMC’s Sponsor, directors, executive officer, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GAMC’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, or GAMC’s directors, executive officer, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to limit the number of Public Shares electing to redeem, thereby increasing the amount of cash available to GAMC for use in the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of GAMC Class A Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of GAMC’s securities on a national securities exchange. Any Public Shares purchased by the Sponsor or GAMC’s directors, executive officer, advisors or their affiliates would be purchased at a price no higher than the per share pro rata portion of the Trust Account. Any Public Shares so purchased would not be voted in favor of the Business Combination Proposal at the special meeting and would not be redeemable by the Sponsor or GAMC’s directors, executive officer, advisors or their affiliates.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. GAMC will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of shares or warrants purchased, the purchase price, the purpose of the purchase, the impact that

such purposes would have on the likelihood that the Business Combination Proposal will be approved, the identity (if not purchased in the open market) or nature of the security holders who sold to the Sponsor or GAMC’s directors, executive officer, advisors or their affiliates, and the number of Public Shares then redeemed.

GAMC’s ability to successfully effect the Business Combination and the Post-Combination Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Bolt Threads. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

GAMC’s ability to successfully effect the Business Combination and the Post-Combination Company’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Bolt Threads. It is possible that Bolt Threads will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Post-Combination Company. Furthermore, following the Closing, certain of the key personnel of Bolt Threads may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the Post-Combination Company to have to expend time and resources helping them become familiar with such requirements.

The GAMC Board did not obtain a fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

In analyzing the Business Combination, GAMC’s management conducted significant due diligence on Bolt Threads. For a complete discussion of the factors utilized by the GAMC Board in approving the Business Combination, see the section entitled, “The Business Combination — The GAMC Board’s Reasons for the Approval of the Business Combination.” The GAMC Board did not discuss obtaining a fairness opinion, as the GAMC Board believed because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Bolt Threads’ fair market value was at least 80% of GAMC’s net assets (excluding any taxes payable on interest earned).

Notwithstanding the foregoing, the GAMC Board did not obtain a fairness opinion to assist it in its determination. The GAMC Board may be incorrect in its assessment of the Business Combination.

Unlike many blank check companies, GAMC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for GAMC to consummate the Business Combination even if a substantial majority of GAMC’s stockholders do not agree.

Since GAMC has no specified percentage threshold for redemption contained in its amended and restated certificate of incorporation, its structure is different in this respect from the structure used by many blank check companies. Historically, blank check companies would not be able to consummate an initial business combination if the holders of such company’s public shares voted against a proposed business combination and elected to convert or redeem more than a specified maximum percentage of the shares sold in such company’s initial public offering, which percentage threshold was typically between 19.99% and 39.99%. As a result, many blank check companies were unable to complete a business combination because the amount of shares voted by their public stockholders electing conversion or redemption exceeded the maximum conversion or redemption threshold pursuant to which such company could proceed with its initial business combination. As a result, GAMC may be able to consummate the Business Combination even if a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares.

GAMC’s Public Stockholders previously elected to redeem an aggregate of 28,172,063 Public Shares (or approximately 98.0% of Public Shares issued in the IPO) in connection with the votes to approve the First Extension and the Second Extension.

Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only (i) in the event of a redemption to Public Stockholders prior to any winding up in the event GAMC does not consummate its initial business combination or its liquidation, (ii) if they redeem their shares in connection with an initial business combination that GAMC consummates or, (iii) if they redeem their shares in connection with a stockholder vote to amend GAMC’s amended and restated certificate of incorporation (A) to modify the substance or timing of GAMC’s obligation to redeem 100% of the

Public Shares if GAMC does not complete its initial business combination by the Extended Date or (B) with respect to any other provision relating to GAMC’s pre-business combination activity and related stockholders’ rights. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. Accordingly, to liquidate their investment, the Public Stockholders may be forced to sell their securities, potentially at a loss.

If GAMC consummates the Business Combination, there is no guarantee that the GAMC Warrants will ever be in the money, and they may expire worthless and the terms of the GAMC Warrants may be amended.

The exercise price for the GAMC Warrants is $11.50 per share of GAMC Class A Common Stock. There is no guarantee that the GAMC Warrants will ever be in the money following the Business Combination and prior to their expiration, and as such, the GAMC Warrants may expire worthless. In addition, the terms of the GAMC Warrants may be amended under certain circumstances. See the risk factor titled “GAMC may amend the terms of the GAMC Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding GAMC Warrants.”

There is no guarantee that a Public Stockholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

GAMC can give no assurance as to the price at which a Public Stockholder may be able to sell its GAMC Class A Common Stock in the future following the completion of the Business Combination or following any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the price of Post-Combination Company Common Stock, and may result in a lower value realized now than a Public Stockholder might realize in the future had the stockholder not redeemed its shares. Similarly, if a Public Stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the Post-Combination Company Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its Post-Combination Company Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Stockholder should consult its own financial advisor for assistance on how this may affect his, her or its individual situation.

The nominal purchase price paid by the Initial Stockholders for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Initial Stockholders paid to purchase such shares in the event GAMC completes an initial business combination, even if the Business Combination causes the trading price of the Post-Combination Company Common Stock to materially decline.

GAMC’s Initial Stockholders invested an aggregate of $7,525,000 in GAMC, comprised of the $25,000 purchase price for the Founder Shares and the $7,500,000 purchase price for the Private Placement Warrants purchased by the Sponsor. As a result of stockholder redemptions in connection with the First Extension and the Second Extension, the amount held in the Trust Account was approximately $6.2 million as of December 31, 2023 (which includes $578,694 of Extension Payments funded by amounts drawn from the Extension Notes to the Sponsor, payable upon closing of an initial business combination), implying a value of $0.80 per Public Share.

The following table shows the Public Stockholders’ and Initial Stockholders’ investment per share and how these compare to the implied value of one share of the Post-Combination Company Common Stock upon the completion of the Business Combination. The following table assumes that (i) GAMC’s valuation is $6.2 million (which is the amount GAMC held in the Trust Account as of December 31, 2023, which includes $578,694 of Extension Payments funded by amounts drawn from the Extension Notes to the Sponsor, payable upon closing of an initial business combination), (ii) no additional interest is earned on the funds held in the Trust Account, (iii) no additional Public Shares are redeemed in connection with the Business Combination and (iv) all Founder Shares are held by the Initial Stockholders upon completion of the Business Combination and no Founder Shares have been forfeited, and does not take into account other potential impacts on GAMC’s valuation at the time of the Business Combination such as (a) the value of GAMC Warrants, (b) the trading price of GAMC Class A Common Stock, (c) the Business Combination transaction costs, (d) any equity issued or cash paid in the Business Combination, (e) any shares of Bolt Threads that may be issued to PIPE Subscribers or upon conversion of the Bridge Notes, (f) any equity issued to other third party investors, or (g) Bolt Threads’ business itself.

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(1)      While the Public Stockholders’ investment is in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

(2)      The Initial Stockholders’ total investment in the equity of GAMC, inclusive of the Founder Shares and Private Placement Warrants and exclusive of the PIPE, is $7,525,000. For purposes of this table, the full investment amount is ascribed to the Founder Shares only.

Based on these assumptions, each share of Post-Combination Company Common Stock would have an implied value of $0.80 per share upon completion of the Business Combination, representing a 92% decrease from the initial implied value of $10.00 per Public Share. While the implied value of $0.80 per share upon completion of the Business Combination would represent a dilution to the Public Stockholders, this would represent an increase in value for the Sponsor relative to the price it paid for each Founder Share. At $0.80 per share, the 7,187,500 shares of Post-Combination Company Common Stock that the Initial Stockholders holding Founder Shares would own upon completion of the Business Combination would have an aggregate implied value of $5,750,000. As a result, even if the trading price of the Post-Combination Company Common Stock declines, the value of the Founder Shares held by the other Initial Stockholders will be greater than the amount the Initial Stockholders paid to purchase such shares. In addition, the Initial Stockholders could potentially recoup their entire investment, inclusive of the Sponsor’s investment in the Private Placement Warrants, even if the trading price of the Post-Combination Company Common Stock after the initial business combination is as low as $1.04 per share. As a result, the Sponsor and the independent directors holding Founder Shares are likely to earn a profit on their investment in GAMC upon disposition of shares of the Post-Combination Company Common Stock even if the trading price of the Post-Combination Company Common Stock declines after the completion of the Business Combination. The Initial Stockholders holding Founder Shares may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the Public Stockholders, rather than liquidating GAMC. This dilution would increase to the extent that Public Stockholders seek redemptions from the Trust Account for their Public Shares. The implied value per share based upon an assumed enterprise value of $250 million following the Closing is $7.72 under the no redemption scenario, $7.70 under the 50% redemption scenario and $7.67 under the maximum redemption scenario. On a fully diluted basis, the implied value per share based upon an assumed enterprise value of $250 million following the Closing, assuming that none of the GAMC Warrants or Bolt Thread Options or warrants are exercised for cash, is $4.51 under the no redemption scenario, $4.48 under the 50% redemption scenario and $4.45 under the maximum redemption scenario. For additional information, see “Questions and Answers About the Business Combination — How much dilution may non-redeeming GAMC stockholders experience in connection with the Business Combination and what equity stake will current GAMC stockholders and Bolt Threads Stockholders have in the Post-Combination Company after the Closing?”

GAMC Warrants will become exercisable for Post-Combination Company Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to GAMC stockholders.

If the Business Combination is completed, 9,583,333 Public Warrants and 5,000,000 Private Placement Warrants will become exercisable for shares of Post-Combination Company Common Stock in accordance with the terms of the GAMC Warrant Agreement. These GAMC Warrants will become exercisable 30 days after the Closing, with an exercise price of $11.50 per share of Post-Combination Company Common Stock. To the extent such warrants are exercised, additional shares of Post-Combination Company Common Stock will be issued, which will result in dilution to the then existing holders of Post-Combination Company Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Post-Combination Company Common Stock. However, there is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If third parties bring claims against GAMC, the proceeds held in the Trust Account could be reduced and the per share conversion amount received by stockholders may be less than $10.00 per share.

GAMC’s placing of funds in the Trust Account may not protect those funds from third-party claims against GAMC. Although GAMC has sought to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements with GAMC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against GAMC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, GAMC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to GAMC than any alternative.

Examples of possible instances where GAMC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where GAMC is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon conversion of our Public Shares, if GAMC is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a conversion right in connection with its initial business combination, GAMC will be required to provide for payment of claims of creditors that were not waived that may be brought against GAMC within the 10 years following conversion. Accordingly, the per share conversion amount received by Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to GAMC if and to the extent any claims by a third party (other than GAMC’s independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which GAMC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay GAMC’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under GAMC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. GAMC has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of GAMC and, therefore, the Sponsor may not be able to satisfy those obligations. GAMC has not asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for GAMC’s initial business combination and conversions could be reduced to less than $10.00 per Public Share. In such event, GAMC may not be able to complete its initial business combination, and its stockholders would receive such lesser amount per share in connection with any conversion of their Public Shares. None of GAMC’s officers or directors will indemnify GAMC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

GAMC’s directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below $10.00 per Public Share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, GAMC’s independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. It is possible that GAMC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If GAMC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Stockholders may be reduced below $10.00 per Public Share.

GAMC’s stockholders may be held liable for claims by third parties against GAMC to the extent of distributions received by them.

GAMC’s amended and restated certificate of incorporation provides that GAMC may continue in existence up to September 19, 2024. As promptly as reasonably possible following the redemptions GAMC is required to make to the Public Stockholders in such event, subject to the approval of GAMC’s remaining stockholders and board of directors, GAMC would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. GAMC cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, GAMC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of GAMC’s stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, GAMC cannot assure you that third parties will not seek to recover from our stockholders’ amounts owed to them by GAMC.

If GAMC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against GAMC which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by GAMC’s stockholders. Furthermore, because GAMC intends to distribute the proceeds held in the Trust Account to the Public Stockholders promptly after expiration of the time GAMC has to complete an initial business combination, this may be viewed or interpreted as giving preference to the Public Stockholders over any potential creditors with respect to access to or distributions from GAMC’s assets. Furthermore, GAMC’s board of directors may be viewed as having breached their fiduciary duties to GAMC’s creditors and/or may have acted in bad faith, and thereby exposing itself and GAMC to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. GAMC cannot assure you that claims will not be brought against GAMC for these reasons.

GAMC’s Sponsor, executive officer and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the GAMC Board’s recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, GAMC’s stockholders should be aware that certain of GAMC’s Sponsor, executive officer and directors have interests in the Business Combination that may be different from, or in addition to, the interests of GAMC’s stockholders. These interests include:

•        the beneficial ownership of the Sponsor, officers and directors of 7,187,500 Founder Shares, which were acquired prior to the IPO for an aggregate purchase price of $25,000, or approximately $0.003 per Founder Share, as well as the 5,000,000 Private Placement Warrants that were acquired simultaneously with the IPO and over-allotment exercise by the Sponsor for a purchase price of $7,500,000;

•        all the shares and warrants described in the preceding bullet would become worthless if GAMC does not complete a business combination within the applicable time period, as the Sponsor has waived any liquidation rights with respect to these shares. The Sponsor did not receive any consideration in exchange for such waiver. Such shares and warrants have an aggregate market value of approximately $[•] and $[•], respectively, based on the closing price of GAMC Class A Common Stock of $[•] and the closing price of GAMC Warrants of $[•] on Nasdaq on [•], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus;

•        in connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by GAMC for services rendered, contracted for or products sold to GAMC;

•        the GAMC Board will not receive reimbursement for any out-of-pocket expenses incurred by them on GAMC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

•        as of December 31, 2023, the Sponsor has loaned to GAMC an aggregate of $1,878,689, which was evidenced by unsecured promissory notes, payable without interest upon consummation of a business combination. In the event that GAMC does not complete an initial business combination, GAMC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account may be used for such repayment. Accordingly, GAMC will most likely be unable to repay the loan if a business combination is not completed;

•        the Sponsor has entered into a Subscription Agreement to purchase 656,499 shares of GAMC Class A Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $6,564,990, such PIPE Shares to be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time from the date of the execution of the agreement up to immediately prior to the expiration of such redemption period; and

•        the continued indemnification of current directors and officers of GAMC and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may have influenced GAMC’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

GAMC may amend the terms of the GAMC Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding GAMC Warrants.

The GAMC Warrants were issued in registered form under the GAMC Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The GAMC Warrant Agreement provides that the terms of the GAMC Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the GAMC Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the GAMC Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the GAMC Warrants, convert the GAMC Warrants into stock or cash, shorten the exercise period or decrease the number of warrant shares issuable upon exercise of an GAMC Warrant.

The Post-Combination Company may redeem your unexpired GAMC Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your GAMC Warrants worthless.

Following the Closing, the Post-Combination Company will have the ability to redeem outstanding GAMC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Post-Combination Company Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Post-Combination Company gives notice of redemption. If and when the GAMC Warrants become redeemable by the Post-Combination Company, the Post-Combination Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding GAMC Warrants could force you (i) to exercise your GAMC Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your GAMC Warrants at the then-current market price when you might otherwise wish to hold your GAMC Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding GAMC Warrants are called for redemption, is likely to be substantially less than the market value of your GAMC Warrants. None of the Private Placement Warrants will be redeemable by the Post-Combination Company so long as they are held by their initial purchasers or their permitted transferees. Recent trading prices for a share of GAMC common stock have not exceeded the $18.00 per share threshold at which the Public Warrants would become redeemable.

In addition, the Post-Combination Company will have the ability to redeem the outstanding GAMC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last reported sale price of Post-Combination Company Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to

taxation as capital gain, will depend largely on whether the holder owns (or is deemed to own) any shares of GAMC Class A Common Stock following the redemption, and if so, the total number of shares of GAMC Class A Common Stock held by the holder both before and after the redemption relative to all shares of GAMC Class A Common Stock outstanding both before and after the redemption. The redemption generally will be treated as a sale, rather than a distribution, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in GAMC or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personalized and subjective nature of certain of such tests and the absence of clear guidance from the IRS, there is uncertainty as to how a holder who elects to exercise its redemption rights will be taxed on proceeds from the redemption. See the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination.”

A new 1% U.S. federal excise tax could be imposed on GAMC in connection with redemptions by GAMC of its shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax.

On December 27, 2022, the Treasury released Notice 2023-2, which provides taxpayers with interim guidance on the excise tax that may be relied upon until the IRS issues proposed Treasury regulations on such matter. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change.

The extent of the excise tax that we may incur would depend on a number of factors, including the fair market value of the Post-Combination Company Common Stock redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any forthcoming regulations and other guidance from the Treasury that may be issued and applicable to such redemptions. In addition, the amount of excise tax imposed with respect to repurchases of stock by a repurchasing corporation may be reduced by the fair market value of stock issued by the repurchasing corporation during the same taxable year. Absent the issuance of applicable guidance to the contrary, we currently expect that this reduction would be available with respect to the issuance of Post-Combination Company Common Stock by us to stockholders in connection with the Business Combination. It is possible, however, that applicable guidance is issued that would prevent or limit the potential application of this rule to such issuance and redemptions or that the applicable fair market values are such that such issuance may not be able to fully offset the redemptions for purposes of this rule. The proceeds placed in the Trust Account in connection with GAMC’s IPO and any Extension Payments, as well as any interest earned thereon, will not be used to pay for any excise tax payable pursuant to the IR Act.

GAMC may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Sponsor is a Delaware limited liability company, and is not controlled by, nor has substantial ties with any non-U.S. person. GAMC does not expect that it will be considered a “foreign person” under the regulations administered by CFIUS. However, if its initial business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If its Proposed Business Combination or another initial business combination falls within CFIUS’s jurisdiction, GAMC may determine that GAMC is required to make a mandatory filing or that GAMC will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business

combination. CFIUS may decide to block or delay its initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order GAMC to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent GAMC from pursuing certain initial business combination opportunities that GAMC believes would otherwise be beneficial to GAMC and its stockholders. As a result, the pool of potential targets with which GAMC could complete an initial business combination may be limited and GAMC may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and GAMC have limited time to complete its initial business combination. If GAMC cannot complete its initial business combination by the Extended Date because the review process drags on beyond such timeframe or because its initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, GAMC may be required to liquidate. If GAMC liquidates, its Public Stockholders may only receive an amount per share that will be determined by when GAMC liquidates, and its warrants will expire worthless. This will also cause you to lose the investment opportunity in the Business Combination and the chance of realizing future gains on your investment through any price appreciation in the Post-Combination Company.

If GAMC is deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), GAMC would be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, GAMC may abandon its efforts to consummate an initial business combination and liquidate.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, and it is possible that a claim could be made that GAMC have been operating as an unregistered investment company. If GAMC is deemed to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, GAMC would be subject to burdensome compliance requirements. GAMC does not believe that its principal activities will subject it to regulation as an investment company under the Investment Company Act. However, if GAMC is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, GAMC would be subject to additional regulatory burdens and expenses for which GAMC have not allotted funds. As a result, unless GAMC is able to modify its activities so that GAMC would not be deemed an investment company, GAMC would expect to abandon its efforts to complete an initial business combination and instead to liquidate. If GAMC is required to liquidate, its stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of its stock and warrants following such a transaction, and its warrants would expire worthless.

To mitigate the risk that GAMC could be deemed to be an investment company for purposes of the Investment Company Act, following the First Extension, GAMC instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination or its liquidation. Following the liquidation of securities in the Trust Account, GAMC may receive less interest on the funds held in the Trust Account than the interest GAMC would have received pursuant to its original Trust Account investments, which could reduce the dollar amount its Public Stockholders would receive upon any redemption or liquidation of GAMC.

Until March 2023, the funds in the Trust Account had, since its IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of GAMC being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, following the First Extension, GAMC instructed the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of consummation of an initial business combination or liquidation of GAMC. Following such liquidation, GAMC may receive less interest on the funds held in the Trust Account than the interest GAMC would have received pursuant to its original Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released to GAMC to pay its taxes. Consequently, the transfer of the funds in the Trust Account to an interest-bearing demand deposit account at a bank could reduce the dollar amount its Public Stockholders would receive upon any redemption or liquidation of GAMC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

GAMC is providing the following unaudited pro forma condensed combined financial information to assist in your evaluation of the Business Combination.

The unaudited pro forma condensed combined balance sheet as of December 31, 2023 gives pro forma effect to the Business Combination and Additional Events (as detailed below) as if they had been consummated as of that date. The unaudited pro forma condensed combined statement of operations and comprehensive loss for the year ended December 31, 2023 give pro forma effect to the Business Combination as if it had occurred as of January 1, 2023. This information should be read together with Bolt Threads’ and GAMC’s respective audited financial statements and related notes, “Bolt Threads Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “GAMC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined balance sheet as of December 31, 2023 has been prepared using the following:

•        Bolt Threads’ audited consolidated balance sheet as of December 31, 2023, as included elsewhere in this proxy statement/prospectus; and

•        GAMC’s audited balance sheet as of December 31, 2023, as included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations and comprehensive loss for the year ended December 31, 2023 has been prepared using the following:

•        Bolt Threads’ audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2023, as included elsewhere in this proxy statement/prospectus; and

•        GAMC’s audited statement of operations for the year ended December 31, 2023, as included elsewhere in this proxy statement/prospectus.

Description of the Transaction

On October 4, 2023, GAMC entered into the Business Combination Agreement with Merger Sub and Bolt Threads. Pursuant to the terms of the Business Combination Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into Bolt Threads, with Bolt Threads surviving the merger as a wholly owned subsidiary of GAMC. In connection with the Closing, GAMC will be renamed “Bolt Projects Holdings, Inc.”

Concurrently with the execution of the Business Combination Agreement: (i) Bolt Threads entered into a Note Purchase Agreement pursuant to which it issued and sold an aggregate of $11.9 million of Bolt Threads’ Convertible Notes to the PIPE Subscribers (in October 2023 and March 2024), along with warrants to purchase Bolt Threads Common Stock, and (ii) GAMC entered into the Subscription Agreements with the PIPE Subscribers relating to the issuance and sale of up to 2,296,975 PIPE Shares at a purchase price of $10.00 per share, the closing of which will occur substantially concurrently with the Closing. The Sponsor was among the PIPE Subscribers and invested $2.0 million pursuant to the Note Purchase Agreement and will purchase up to 656,499 PIPE Shares. The number of PIPE Shares to be purchased by the Sponsor will be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time from the date of the execution of the agreement up to immediately prior to the expiration of such redemption period. In addition, the Sponsor agreed that 1,437,500 Sponsor Earn-Out Shares will be unvested and subject to forfeiture as of the Closing, and will vest if during a five-year period following the Closing (i) the price of the Post-Combination Company Common Stock exceeds $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a period of 30 consecutive trading days, or (ii) there is any change of control of the Post-Combination Company during such five-year period. Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited and canceled.

The aggregate equity consideration to be paid to Bolt Threads’ security holders in the Business Combination will be equal to the quotient of (i) $250,000,000 divided by (ii) $10.00. Immediately prior to the Closing: (i) all of the outstanding principal and accrued interest under Bolt Threads’ Convertible Notes will be converted into shares of Bolt Threads Common Stock and (ii) all of the shares of Bolt Threads Preferred Stock will be converted into shares of Bolt Threads Common Stock. At the Closing, each share of Bolt Threads Common Stock that is issued and outstanding immediately prior to the effective time of the Merger and following the conversion of the Convertible Notes and the Bolt Threads Preferred Stock will be cancelled and converted into the right to receive a number of shares of the Post-Combination Company’s common stock equal to the Exchange Ratio.

Additionally, at the Closing:

•        each outstanding option to purchase Bolt Threads common stock, whether or not exercisable and whether or not vested, will automatically be converted into an option to purchase a number of shares of the Post-Combination Company Common Stock;

•        each outstanding award of restricted stock units relating to a share of Bolt Threads Common Stock will automatically be converted into an award of restricted stock units covering a number of shares of the Post-Combination Company Common Stock; and

•        unless otherwise exercised into Bolt Threads Common Stock prior to the effective time of the Merger, each outstanding warrant to purchase Bolt Threads Preferred Stock will automatically be converted into a warrant to purchase shares of the Post-Combination Company Common Stock.

At the Closing, each outstanding share of GAMC Class B Common Stock will automatically be converted into and exchanged for a share of GAMC Class A Common Stock, and each outstanding share of GAMC Class A Common Stock will be reclassified into a share of Post-Combination Company Common Stock.

Expected Accounting Treatment for the Business Combination

Bolt Threads is deemed the accounting acquirer and GAMC is deemed the accounting acquiree under both the no additional redemptions and maximum redemption pro forma scenarios described below. Under this method of accounting, GAMC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the transaction will be treated as the equivalent of Bolt Threads issuing stock for the net assets of GAMC, accompanied by a recapitalization and thus the Business Combination will be treated as a reverse recapitalization in accordance with GAAP. The net assets of GAMC will be stated at historical cost, with no goodwill or other intangible assets recorded.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination and Additional Events, are factually supportable, and as it relates to the unaudited pro forma condensed combined statement of operations and comprehensive loss, are not expected to have a continuing impact on the results of the Post-Combination Company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Post-Combination Company upon consummation of the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the Post-Combination Company will experience. Bolt Threads and GAMC have not had any historical relationship prior to the merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by GAMC’s Public Stockholders of GAMC’s Public Shares for cash equal to their pro rata share of the aggregate amount on deposit (calculated as of two business days prior to the consummation of the Business Combination) in the Trust Account:

•        Scenario 1 — Assuming no additional redemptions:    This presentation assumes that none of GAMC’s Public Stockholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination. An aggregate of 28,172,063 Public Shares, representing approximately 98% of the shares issued in GAMC’s IPO, were previously redeemed in March 2023 and December 2023, respectively, in connection with the First Extension and Second Extension.

•        Scenario 2 — Assuming maximum redemptions:    This presentation assumes that all of GAMC’s outstanding Public Shares are redeemed in connection with the Business Combination. The Business Combination Agreement does not include any closing condition relating to a minimum amount of cash proceeds available to the Post-Combination Company following redemptions. The PIPE Subscribers’ obligations under the Subscription Agreements are subject to the aggregate gross proceeds under: (i) the Note Purchase Agreement (inclusive of proceeds received by the Company as consideration for promissory notes issued in October 2023 and March 2024), (ii) the Subscription Agreements, and (iii) remaining in the Trust Account at the Closing following redemptions being no less than $32.0 million (less any amounts that GAMC is entitled to withdraw from the Trust Account to pay tax obligations owed by GAMC as of the Closing Date in excess of $140,000 in the aggregate). The gross proceeds actually raised under the Note Purchase Agreement and the gross proceeds committed under the Subscription Agreements are $34.9 million, such that GAMC and Bolt Threads expect this condition to be satisfied even if all of GAMC’s outstanding Public Shares are redeemed in connection with the Business Combination.

Upon the Closing, the expected ownership of the Post-Combination Company is expected to be as follows under the two redemption scenarios:

____________

(1)      Amount includes (i) 140,000 Founder Shares held by GAMC’s independent directors and (ii) 1,437,500 Sponsor Earn-Out Shares subject to vesting and forfeiture but that will confer the right to vote prior to vesting, and (iii) 472,687 shares issued in connection with the Sponsor’s Bridge Warrants, which will be automatically exercised into Bolt Threads Common Stock immediately prior to Closing and exchanged for the Post-Combination Company Common Stock.

(2)      Estimated number of shares of Post-Combination Company Common Stock that would be issued to Bolt Threads securityholders pursuant to the Business Combination Agreement at Closing, based on shares of Bolt Threads capital stock outstanding as of March 1, 2024, and an assumed exchange ratio of 0.4661. The actual number of outstanding shares of Post-Combination Company Common Stock held by former Bolt Threads securityholders at Closing will vary depending on the number of shares of Bolt Threads capital stock outstanding immediately prior to Closing.

(3)      Assumes the purchase by the Sponsor of the maximum number of PIPE Shares Sponsor may be obligated to purchase pursuant to its Subscription Agreement. However, the number of PIPE Shares to be purchased by the Sponsor will be reduced by the number of shares of GAMC Class A Common Stock that have not been elected for redemption as of the expiration of the redemption period related to the Closing and that are held by certain individuals mutually agreed upon by GAMC and Bolt Threads at any time up to immediately prior to the expiration of such redemption period. The no additional redemption scenario assumes that none of the outstanding public shares are redeemed in connection with the Business Combination, and that there is no corresponding reduction to the number of PIPE Shares Sponsor is required to buy. However, the actual reduction in number of PIPE Shares Sponsor is required to buy will only be to the extent unredeemed public shares are held by individuals mutually agreed upon by GAMC and Bolt Threads prior to the expiration of the redemption period.

For the purposes of calculating earnings per share, as well as comparative per share data, the following adjustments were made to the Post-Combination Company share count in order to align with pro forma adjustments:

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(4)      Represents the Bolt Threads’ RSU Awards that would have vested had the Business Combination occurred on January 1, 2023, which equates to 976,965 shares of the Post-Combination Company after the application of the Exchange Ratio.

(5)      Represents Sponsor Earn-Out Shares, which are subject to forfeiture, and therefore excluded from earnings-per-share data.

(6)      Consists of (i) 600,000 shares of the Post-Combination Company to be issued to the landlord of Bolt Threads’ Berkeley lease, pursuant to a lease termination agreement upon Closing or shortly thereafter; (ii) 150,000 shares of the Post-Combination Company to be issued to Bolt Threads’ vendor, pursuant to a vendor termination agreement upon Closing or shortly thereafter; and (iii) 500,000 shares of shares of Post-Combination Company Common Stock to be issued to BTIG as partial compensation in lieu of the deferred cash underwriting commission otherwise due to BTIG at the Closing in connection with GAMC’s IPO. The number of shares issuable to BTIG will be equivalent to the greater of (i) 500,000 shares of Post-Combination Company Common Stock, or (ii) the number of shares calculated by dividing (x) $5,000,000 by (y) the volume-weighted average price of the Post-Combination Company Common Stock over the three trading days immediately preceding the initial filing of the registration statement relating to the resale of such shares, provided that clause (y) shall not be less than $8.00 per share. In no event will the number of shares issuable to BTIG be greater than 625,000.

Additionally, subject to the rules of Nasdaq, the Board of Directors of the Post-Combination Company will retain broad authority after the Closing to issue additional capital stock without obtaining stockholder approval.

The figures in the table above are presented only as illustrative examples and are based on the scenarios described above, which may be different from the actual number of redemptions in connection with the Business Combination.

The Public Warrants issued in connection with the GAMC initial public offering and the Private Placement Warrants have been historically recognized as liabilities in accordance with Accounting Standards Codification Topic 815, Derivatives and Hedging. The warrants will remain liability-classified and recognized at fair value each reporting period subsequent to the Business Combination, with changes in fair value recognized as a component of earnings.

The unaudited pro forma condensed combined financial information does not include an income tax adjustment. Upon closing of the Business Combination, it is likely that the Post-Combination Company will record a valuation allowance against the total deferred tax assets as the recoverability of the tax assets is uncertain. The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company filed consolidated income tax returns during the periods presented.

On April 3, 2024, GAMC issued a non-interest bearing, unsecured promissory note to the Sponsor, pursuant to which GAMC may borrow an aggregate principal amount of up to $0.5 million (the “2024 Sponsor Note”). GAMC used $0.4 million of such principal amount to contribute towards the payment of its income tax obligations for the year ended December 31, 2023, and the 2024 Sponsor Note is payable on the date of the consummation of the Business Combination. At the Sponsor’s discretion, the promissory note may be converted into warrants of the Post-Combination Company at a price of $1.50 per warrant, provided that the aggregate of such warrants together with any warrants issued upon conversions pursuant to certain working capital loans GAMC previously issued do not exceed 1,000,000 warrants. The warrants would be identical to GAMC’s current private placement warrants, however the Company expects the 2024 Sponsor Note to be repaid in cash upon Closing. Due to the timing of the withdraw and repayment of principal, both of which are expected occur prior to the Merger, the 2024 Sponsor Note is not expected to have an impact on the cash balance of the Post-Combination Company. Accordingly, the unaudited pro forma condensed combined financial statements do not include adjustments related to the 2024 Sponsor Note.

We currently expect the 1,437,500 Sponsor Earn-Out Shares to remain equity classified. Accordingly, no adjustment has been made to the unaudited pro forma condensed combined balance sheet. The Sponsor Earn-Out Shares do not contractually entitle the holder of such shares to participate in nonforfeitable dividends and do not contractually obligate the holders of such shares to participate in losses. The unaudited pro forma condensed combined statements of operations and comprehensive loss reflects a net loss for the periods presented and no loss amounts have been allocated to the Sponsor Earn-Out Shares. The Sponsor Earn-Out Shares have also been excluded from the denominator of basic and diluted pro forma net loss per share attributable to common stockholders as such shares of Post-Combination Company Common Stock are contingently forfeitable upon the fifth anniversary of the Closing, unless the price of the Post-Combination Company Common Stock exceeds $12.50 (adjusted for stock splits, dividends, and the like) for any 20 trading days within a period of 30 consecutive trading days in the five years following the Closing, or there is any change of control of the Post-Combination Company in the five years following the Closing.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2023
(in thousands)