In a decisive move on Thursday, Golden Arrow Merger Corp. (NASDAQ:GAMC) received overwhelming stockholder approval for its business combination with Bolt Threads, Inc., a move that will see the formation of a new entity named Bolt Projects Holdings, Inc. The special meeting held last week saw an affirmative vote on all proposals related to the merger, including changes to the corporate charter and governance, as well as the adoption of new incentive and employee stock purchase plans.
The voting, which took place on August 9, 2024, was a significant step in Golden Arrow's pursuit of the merger, with approximately 93.21% of the eligible shares represented. The approval encompassed not only the combination itself but also a series of governance proposals that will come into effect post-merger. These included an increase in authorized shares, heightened voting thresholds for bylaw amendments, and the reclassification of the company's stock.
The business combination agreement, initially dated October 4, 2023, was ratified with 7,223,742 votes for and 14,438 against. Similarly, the charter amendment proposal, which includes an increase in authorized common and preferred stock and the adoption of a supermajority vote requirement for director removal, passed without any abstentions.
The election of nine directors to serve staggered terms on the newly formed company's board was also confirmed, with each nominee receiving unanimous support from the Class B common stockholders, who held exclusive voting rights before the business combination.
Further, the approval of the incentive plan proposal, with 7,221,941 votes for, and the employee stock purchase plan proposal, with 7,223,742 votes for, signifies Golden Arrow's commitment to aligning employee interests with those of the company post-merger.
Lastly, the issuance of Class A common stock to Bolt Threads stockholders and certain private investment in public equity (PIPE) subscribers, as outlined in the Proxy Statement filed on July 18, 2024, was also sanctioned.
This series of approvals marks a critical juncture for Golden Arrow Merger Corp. as it transitions into Bolt Projects Holdings, Inc., reflecting the company's strategic evolution and the culmination of its special purpose acquisition company (SPAC) phase. The detailed results of the voting outcomes are based on the press release statement issued by the company.
In other recent news, Golden Arrow Merger Corp. has issued an unsecured promissory note to its sponsor, Golden Arrow Sponsor LLC, for borrowings of up to $220,000. The note, payable upon the completion of the company's initial business combination, also allows the sponsor to convert any part of the principal amount into warrants at $1.50 per warrant. In parallel, Golden Arrow has extended its merger completion deadline with Bolt Threads, Inc. from July 4, 2024, to September 16, 2024, following an amendment to the Business Combination Agreement.
These recent developments also include modifications to the Sponsor Support Agreement and the Subscription Agreement with certain investors. The former removed vesting conditions for the Sponsor Earn-Out Shares, while the latter permitted a decrease in the purchase price equivalent to the amount paid for the Bridge III Notes issued by Bolt Threads. The amended Business Combination Agreement also laid out the post-merger leadership structure, with a board comprising nine directors chosen by Bolt Threads' founders, Golden Arrow Sponsor, LLC, and independent directors selected by Bolt Threads' CEO in consultation with Golden Arrow.
These steps are part of Golden Arrow's strategy to bring Bolt Threads, a firm known for its innovative use of biotechnology in materials development, into the public market. However, the merger is still subject to customary closing conditions. The extended deadline provides both companies additional time to meet the necessary conditions for the merger.
InvestingPro Insights
In light of Golden Arrow Merger Corp.'s recent stockholder endorsement for its merger with Bolt Threads, Inc., it's important to consider the financial metrics and market performance that could impact the newly formed Bolt Projects Holdings, Inc. According to InvestingPro data, Golden Arrow Merger Corp. (GAMCU) has a market capitalization of approximately $96.29 million and has experienced a modest 1 week price total return of 0.17% as of the second quarter of 2024. Over a longer term, the 1 year price total return stands at 12.45%, reflecting a degree of growth potential for investors considering the company's future as part of Bolt Projects Holdings, Inc.
Two InvestingPro Tips that might be particularly relevant for investors following the merger are the company's aggressive share buyback strategy and its high shareholder yield. These actions suggest a management team that is confident in the company's value and committed to delivering returns to shareholders. However, it's notable that the company does not pay dividends, which could influence the investment strategies of income-focused investors. For more in-depth analysis and additional InvestingPro Tips on Golden Arrow Merger Corp., investors can explore the insights available on Investing.com's professional platform.
As the merger progresses, these financial insights and strategic moves by management could be crucial in assessing the potential success of Bolt Projects Holdings, Inc. in the competitive landscape.
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