TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo November 8, 2023 Timothy Babich Chief Executive Officer Golden Arrow Merger Corp. 10 E. 53rd Street, 13th Floor New York, NY 10022 Re: Golden Arrow Merger Corp. Preliminary Proxy Statement on Schedule 14A Filed November 2, 2023 File No. 001-40223 Dear Timothy Babich: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed November 2, 2023 General 1. We note that you propose to extend your termination date to September 19, 2024, a date which is 42 months from your initial public offering, and that your stock, units, and warrants are listed on Nasdaq. Section IM-5101-2 of the Nasdaq Listing Rules requires that a business combination be completed within 36 months of the effectiveness of the initial public offering registration statement. Please revise your disclosure to explain that your proposed termination date does not comply with this rule and disclose the risks associated with non-compliance, including that your securities may be subject to suspension and delisting from Nasdaq. Timothy Babich FirstName LastNameTimothy Golden Arrow Merger Corp. Babich Comapany 8, November NameGolden 2023 Arrow Merger Corp. November Page 2 8, 2023 Page 2 FirstName LastName We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jason Simon