UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bolt Projects Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
09769B107
(CUSIP Number)
August 13, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 09769B107 | 13G |
| 1. |
NAMES OF REPORTING PERSONS
Formation8 Partners Fund I, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
1,655,988 shares of Common Stock (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,655,988 shares of Common Stock (1) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,655,988 shares of Common Stock (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | All such shares are held of record by F8 LP (as defined in Item 2(a) below). F8 GP (as defined in Item 2(a) below) is the general partner of F8 LP and may be deemed to share voting, investment and dispositive power with respect to the shares held by F8 LP. |
| (2) | Based on 31,660,231 shares of the Issuer’s Common Stock (as defined in Item 2(d) below) outstanding as of August 13, 2024, as reported by the Issuer in its current report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2024 (the “Form 8-K”). |
| CUSIP No. 09769B107 | 13G |
| 1. |
NAMES OF REPORTING PERSONS
Formation8 GP, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
1,655,988 shares of Common Stock (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,655,988 shares of Common Stock (1) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,655,988 shares of Common Stock (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| (1) | All such shares are held of record by F8 LP. F8 GP is the general partner of F8 LP and may be deemed to share voting, investment and dispositive power with respect to the shares held by F8 LP. |
| (2) | Based on 31,660,231 shares of the Issuer’s Common Stock outstanding as of August 13, 2024, as reported by the Issuer in the Form 8-K. |
| CUSIP No. 09769B107 | 13G |
| Item 1(a). | Name of Issuer: |
Bolt Projects Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
2261 Market Street, Suite 5447
San Francisco, CA 94114
| Item 2(a). | Name of Person Filing: |
This joint statement on Schedule 13G is being filed by Formation8 Partners Fund I, L.P. (“F8 LP”) and Formation8 GP, LLC (“F8 GP” together with F8 LP, the “Reporting Persons”). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 2(b) | Address of Principal Business Office, or if None, Residence: |
The address of the principal business office of each of the Reporting Persons is: 4962 El Camino Real, Suite 212, Los Altos, CA, 94022.
| Item 2(c). | Citizenship: |
F8 GP is a limited liability company organized under the laws of the State of Delaware. F8 LP is a limited partnership organized under the laws of the State of Delaware.
| Item 2(d). | Title of Class of Securities: |
Common stock, $0.0001 par value per share (“Common Stock”).
| Item 2(e). | CUSIP Number: |
09769B107
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*
(b) Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*
(ii) Shared power to vote or to direct the vote
See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*
(iv) Shared power to dispose or to direct the disposition of
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*
| * | Each of the Reporting Persons disclaims beneficial ownership as to such shares, except to the extent of such Reporting Person’s pecuniary interest therein. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Under certain circumstances set forth in the limited partnership agreement of F8 LP and the limited liability company agreement of F8 GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of the Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Material to be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement.
| CUSIP No. 09352U108 | 13G |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 23, 2024
| FORMATION8 PARTNERS FUND I, L.P. | FORMATION8 GP, LLC | |||||||
| By: | Formation8 GP, LLC | |||||||
| By: | /s/ Joe Lonsdale | By: | /s/ Joe Lonsdale | |||||
| Name: | Joe Lonsdale | Name: | Joe Lonsdale | |||||
| Title: | Managing Member | Title: | Managing Member | |||||