Bolt Threads has entered into a
definitive business combination agreement with Golden Arrow Merger
Corp. (Nasdaq: GAMC) that values Bolt Threads at $250M
Concurrent financing transactions expected to
provide at least $35M of gross proceeds to the company, including
fully committed common stock PIPE of up to $28M at $10.00 per share
anchored by Bolt Threads’ existing investors – including Baillie
Gifford, Temasek, Top Tier, Founders Fund, Formation 8, Foundation
Capital, and Golden Arrow Sponsor, LLC
Transaction expected to enable high-volume
distribution and adoption of Bolt Threads’ biomaterials in consumer
goods, starting with beauty and personal care
Bolt Threads, Inc. (“Bolt Threads”), a pioneer in sustainable
biomaterials for consumer products, announced a definitive
agreement for a business combination with Golden Arrow Merger Corp
(Nasdaq: GAMC) (“Golden Arrow”) that would result in Bolt Threads
becoming a public company. Upon closing of the transaction, the
combined company will be named “Bolt Projects Holdings, Inc.” and
is expected to remain listed on Nasdaq under a new ticker symbol
“BSLK”. Bolt Threads Founder and CEO Dan Widmaier will lead the
combined company.
Company Overview
Bolt Threads is a mission-driven biomaterials platform created
to enable a better future for people and the planet. It applies
biotechnology to innovate new solutions and products to help
transform consumer goods. With 13 years of research, testing, and
developing innovative materials inspired by natural biodiversity,
Bolt Threads aims to replace the status quo of ingredients and
processes found in the manufacturing of high-volume consumer goods
with sustainable alternatives from nature. Bolt Threads’
intellectual property portfolio is anchored by 49 granted patents
and 171 pending patent applications.
Bolt Threads’ lead product, b-silk™, is a fully biodegradable,
non-toxic, and versatile ingredient for the beauty and personal
care industry that benefits consumers, formulators, and the
environment. It has been in the market since 2020 and is in
products found in Sephora stores throughout the U.S.
The beauty industry relies on silicone elastomers in a vast
array of formulations, a synthetic ingredient that leaves
biopersistent polymers, including microplastics in the water system
and is coming under increased consumer and regulatory pressure.
Until Bolt Threads introduced b-silk, there have been few suitable
alternatives to date. The proprietary polypeptide in b-silk
replaces silicone elastomers in a broad range of formulations while
offering added active benefits to skin, hair, and color cosmetics.
B-silk’s novel protein polymer is inspired by the same proteins
found in spider webs and is biobased and biodegradable.
Bolt Threads Investment Highlights
- Up to $4.0B silicone elastomer market within the $20B
silicone-based ingredients and the $371B global beauty &
personal care markets
- Differentiated patent-protected product, offering a highly
compelling value proposition
- A deep bench of branded customer relationships, enabling rapid
product iteration and commercialization
- Potential for an attractive financial profile through scale and
innovation
- Numerous growth opportunities for new molecules and materials
from nature to meet customer and consumer needs
- An experienced and multi-faceted leadership team
“Our mission remains steadfast to develop and provide better
solutions for a way better world, and we believe that going public
will allow us to grow our biomaterials platform and bring b-silk,
among other products, to commercialization faster. Bringing low
impact innovative materials to market is increasingly difficult and
desperately needed,” said Dan Widmaier, Bolt Threads co-founder and
chief executive officer. “This is a transformative partnership and
deal with Golden Arrow and its sponsor, which incorporates four
firms with several decades of experience in capital markets and
investing in public and private companies, who are also investing
up to $10M, consisting of up to $8M in our PIPE transaction and $2M
in an interim bridge financing.”
“We were impressed by Bolt Threads’ proprietary technologies and
processes that are on the cusp of enabling the company to become a
leading platform for sustainable materials development,” said Jacob
W. Doft, Chairman of the Board at Golden Arrow. “We see a
significant investment opportunity in the innovation and
commercialization of biomaterials in industries ripe for
disruption. We believe Bolt Threads, with its strong brand and
reputation with customers, is well positioned to execute on its
high growth strategy with market-ready products that will overhaul
industries beginning with beauty and personal care.”
Transaction Overview
Golden Arrow has agreed to combine with Bolt Threads based on a
$346.1M pro forma enterprise valuation.
The transaction is expected to deliver at least $35M of gross
proceeds to the company, consisting of an interim bridge financing
of up to $6.8M, $5.5M of which was funded in connection with the
signing of the business combination agreement and a fully committed
common stock PIPE of up to $28.7M that will fund at the
consummation of the business combination. The financing is anchored
by existing Bolt Threads’ stockholders that include Baillie
Gifford, Temasek, Top Tier, Founders Fund, Formation 8, and
Foundation Capital, and a total investment of up to $10M from the
Golden Arrow sponsor (subject to reduction to the extent certain
existing Golden Arrow public stockholders elect not to redeem in
connection with the transaction). Additionally, Golden Arrow’s
trust account of $21.5M may deliver additional proceeds to the
company at closing of the business combination transaction.
The transaction has been unanimously approved by the boards of
directors of each of Golden Arrow and Bolt Threads and is subject
to approval by each party’s respective stockholders and other
customary closing conditions. The transaction is expected to close
in the first quarter of 2024.
Upon completion of the transaction, the combined company is
expected to trade on Nasdaq under the name “Bolt Projects Holdings,
Inc.”
Additional information about the proposed transaction, including
a copy of the Business Combination Agreement and an investor
presentation, will be provided in one or more current reports on
Form 8-K to be filed by Golden Arrow with the United States
Securities and Exchange Commission (the "SEC") and available at
www.sec.gov.
Advisors
BTIG, LLC is acting as financial advisor and Latham &
Watkins LLP is acting as legal advisor to Bolt Threads. Greenberg
Traurig, LLP is acting as legal advisor to Golden Arrow. Ellenoff
Grossman & Schole LLP is acting as legal advisor to BTIG,
LLC.
About Bolt Threads
Bolt Threads is founded by scientists and engineers, and
dedicated to pioneering way better materials for a way better
world. The company focuses on developing efficacious and
sustainable solutions tailored for the consumer goods segment.
“Inspired by nature, made by humans” is the Bolt Threads model,
revolving around creating and scaling materials that steer us
towards a more sustainable future. A remarkable example is b-silk,
a biobased and biodegradable substitute for silicone elastomers.
This material not only offers valuable benefits to consumers and
formulators but also positively impacts the environment. Bolt
Threads is based in Berkeley, Calif., in the U.S., and has
previously been recognized by Fast Company’s Most Innovative
Companies.
About Golden Arrow Merger Corp.
Golden Arrow Merger Corp. is a blank check company formed as a
Delaware corporation for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses.
Additional Information and Where to Find It
In connection with the proposed business combination (the
"proposed transaction"), Golden Arrow intends to file with the SEC
a Registration Statement on Form S-4 (as amended, the "Registration
Statement"), which will include a preliminary proxy
statement/prospectus of Golden Arrow in connection with the
proposed transaction and related matters. After the Registration
Statement is declared effective, Golden Arrow will mail a
definitive proxy statement/prospectus and other relevant documents
to its stockholders. This communication does not contain any
information that should be considered by Golden Arrow’s
stockholders concerning the transaction and is not intended to
constitute the basis of any voting or investment decision in
respect of the transaction or the securities of Golden Arrow.
Golden Arrow's stockholders and other interested persons are
advised to read, when available, the preliminary proxy
statement/prospectus, and amendments thereto, and definitive proxy
statement/prospectus in connection with Golden Arrow's solicitation
of proxies for its stockholders' meeting to be held to approve the
proposed transaction and related matters because the proxy
statement/prospectus will contain important information about
Golden Arrow and Bolt Threads and the proposed transaction.
The definitive proxy statement/prospectus will be mailed to
stockholders of Golden Arrow as of a record date to be established
for voting on proposed transaction and related matters.
Stockholders may obtain copies of the registration statement, proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Golden Arrow, when available, without
charge, at the SEC's website at www.sec.gov or by directing a
request to: Golden Arrow Merger Corp., at
https://www.goldenarrowspac.com or a written request to: Golden
Arrow Merger Corp., 10 E. 53rd Street, 13th Floor, New York, NY
10022, Attention: Investor Relations.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR
RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE
CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
No Offer or Solicitation
This communication is for informational purposes only and shall
not constitute a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction, neither is it intended to nor
does it constitute an offer to sell or purchase, nor a solicitation
of an offer to sell, buy or subscribe for any securities, nor is it
a solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
deemed to be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
Participants in the Solicitation
Golden Arrow, Bolt Threads, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Golden Arrow’s stockholders in
connection with the proposed transaction. Information about the
directors and executive officers of Golden Arrow is set forth in
Golden Arrow’s Annual Report on Form 10-K filed with the SEC on
March 31, 2023. Additional information regarding the participants
in the proxy solicitation and the interests of those persons may be
obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available. When available, you
may obtain free copies of these documents as described above.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Golden Arrow and Bolt Threads. All
statements other than statements of historical facts contained in
this communication, including statements regarding Bolt Threads’ or
the combined company’s future financial position, business strategy
and plans and objectives of management for future operations, are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “pro forma”,
“may”, “should”, “could”, “might”, “plan”, “possible”, “project”,
“strive”, “budget”, “forecast”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or
“continue”, or the negatives of these terms or variations of them
or similar terminology. Forward-looking statements include, without
limitation, Bolt Threads’ or Golden Arrow’s expectations concerning
the outlook for their or the combined company’s business,
productivity, plans, and goals for future operational improvements
and capital investments, operational performance, future market
conditions or economic performance and developments in the capital
and credit markets, and expected future financial performance, as
well as any information concerning possible or assumed future
results of operations of the combined company. Forward-looking
statements also include statements regarding the expected benefits
of the proposed transaction between Bolt Threads and Golden
Arrow.
Forward-looking statements involve a number of risks,
uncertainties, and assumptions, and actual results or events may
differ materially from those projected or implied in those
statements. Important factors that could cause such differences
include, but are not limited to: (i) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of definitive agreements with respect to the business
combination; (ii) the outcome of any legal proceedings that may be
instituted against Golden Arrow, Bolt Threads, the combined
company, or others following the announcement of the business
combination and any definitive agreements with respect thereto;
(iii) the inability to complete the Business Combination due to the
failure to obtain approval of the stockholders of Golden Arrow;
(iv) the inability of Bolt Threads to satisfy other conditions to
closing; (v) changes to the proposed structure of the business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; (vi) the ability
to meet stock exchange listing standards following the consummation
of the business combination; (vii) the risk that the business
combination disrupts current plans and operations of Bolt Threads
as a result of the announcement and consummation of the business
combination; (viii) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees, and the costs related to the business
combination; (ix) changes in applicable laws or regulations; (x)
the possibility that Bolt Threads or the combined company may be
adversely affected by other economic, business, regulatory, and/or
competitive factors; (xi) Bolt Threads’ estimates of expenses and
profitability; (xii) the evolution of the markets in which Bolt
Threads competes; (xii) the ability of Bolt Threads to implement
its strategic initiatives and continue to innovate its existing
products; (xiii) the ability of Bolt Threads to defend its
intellectual property; (xiv) the ability of Bolt Threads to satisfy
regulatory requirements; (xv) the risk that the combined company
will need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; (xvi) the
risk that the combined company experiences difficulties in managing
its growth and expanding operations; (xvii) actual or potential
conflicts of interest of Golden Arrow’s management with its public
stockholders; (xviii) the risk that the Business Combination may
not be completed by Golden Arrow's initial business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by Golden Arrow; and (xix)
other risks and uncertainties set forth in the documents filed or
to be filed with the SEC by Golden Arrow.
Bolt Threads and Golden Arrow caution you against placing undue
reliance on forward-looking statements, which reflect current
beliefs and are based on information currently available as of the
date a forward-looking statement is made. Forward-looking
statements set forth herein speak only as of the date they are
made. Neither Bolt Threads nor Golden Arrow undertakes any
obligation to revise forward-looking statements to reflect future
events, changes in circumstances, or changes in beliefs, except as
otherwise required by law. In the event that any forward-looking
statement is updated, no inference should be made that Bolt Threads
or Golden Arrow will make additional updates with respect to that
statement, related matters, or any other forward-looking
statements. Any corrections or revisions and other important
assumptions and factors that could cause actual results to differ
materially from forward-looking statements, including discussions
of significant risk factors, may appear, up to the consummation of
the proposed transaction, in Golden Arrow’s public filings with the
SEC or, upon and following the consummation of the proposed
transaction, in Bolt Threads’ public filings with the SEC, which
are or will be (as appropriate) accessible at www.sec.gov, and
which you are advised to consult.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230926006914/en/
For Golden Arrow Media Inquiries: valerie@arexcapital.com
Valerie Toomey: (646) 679-4000
For Bolt Threads Media Inquiries:
BoltThreads@allisonworldwide.com Katy Mendes: (415) 917-7287
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