Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 25, 2024, Bolt Projects Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Daniel Widmaier, the Company's Chief Executive Officer and a member of the board of directors of the Company (the "Board"); David Breslauer, the Company's Chief Technology Officer and a member of the Board; Randy Befumo, the Company's Interim Chief Financial Officer; Jery Finard, a member of the Board; and an entity affiliated with Jerry Fiddler, a member of the Board (collectively, the "Purchasers"). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 1,058,826 shares of its common stock, par value $0.0001 per share (the "Shares"), to the Purchasers for aggregate gross proceeds of approximately $360,000 before deducting any offering expenses (the "Private Placement"). The purchase price for each Share was $0.34, which was equal to the closing price of the Company's common stock on Nasdaq on the date the Purchase Agreement was entered into. The Private Placement is expected to close on December 2, 2024 or as soon as practicable thereafter.

The Private Placement is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Shares were not registered under the Securities Act or any state securities laws and may not be reoffered or resold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The foregoing description of the Purchase Agreement does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.