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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 20, 2025

 

 

 

Bolt Projects Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40223   86-1256660
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

2261 Market Street, Suite 5447

San Francisco, CA

  94114
(Address of principal executive offices)   (Zip Code)

 

(415) 325-5912

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

 

Name of each exchange

on which registered

Common stock, par value $0.0001 per share   BSLK   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50   BSLKW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

 

Emerging growth company

 

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 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 20, 2025, the Board of Directors (the “Board”) of the Company appointed Christine Battist to the Board to fill the vacancy on the Board and serve as a Class II director and as a member and the chairperson of the Audit Committee of the Board (the “Audit Committee”), effective as of that date (the “Effective Date”). Ms. Battist will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2026 and until her successor is duly elected and qualified or until her earlier death, resignation, disqualification or removal.

 

In connection with Ms. Battist’s appointment to the Board, effective as of the Effective Date, Ms. Battist became eligible to participate in, and receive cash and equity compensation pursuant to the terms and conditions of, the Company’s Non-Employee Director Compensation Program. The material terms of the Company’s Non-Employee Director Compensation Program are described in the Company’s prospectus under 424(b)(8) (File No. 333-282014) filed with the Securities and Exchange Commission on September 23, 2024 and incorporated by reference herein.

 

Ms. Battist is expected to enter into the Company’s standard form indemnification agreement in the form filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No. 333-276849) filed with the Securities and Exchange Commission on July 10, 2024.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BOLT PROJECTS HOLDINGS, INC.
     
Date: February 25, 2025 By: /s/ Daniel Widmaier
  Name:  Daniel Widmaier
  Title: Chief Executive Officer

 

 

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