United States securities and exchange commission logo





                             February 29, 2024

       Timothy Babich
       Chief Executive Officer
       Golden Arrow Merger Corp.
       10 E. 53rd Street, 13th Floor
       New York, NY 10022

                                                        Re: Golden Arrow Merger
Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed February 2,
2024
                                                            File No. 333-276849

       Dear Timothy Babich:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Form S-4 filed February 2, 2024

       Cover Page

   1.                                                   Please revise here and
throughout the registration statement to disclose the conversion
                                                        mechanism, including
the exchange ratio, as well as the number of shares of common
                                                        stock, RSUs or warrants
of the Post-Combination Company, as applicable, that each of the
                                                        following securities
would convert into at the closing of the business combination:

                                                              shares of Bolt
Threads common stock;
                                                              options to
purchase Bolt Threads common stock;
                                                              awards of
restricted stock units relating to shares of Bolt Threads Common Stock
                                                            granted under Bolt
Threads    existing equity plans;
                                                              warrants to
purchase Bolt Threads preferred stock; and
                                                              shares of Class B
common stock of GAMC.

                                                        Further, please
disclose the total outstanding principal and accrued interest under the
                                                        Company Convertible
Notes, the shares of Bolt Threads preferred stock, the number of
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024      Arrow Merger Corp.
February
Page 2 29, 2024 Page 2
FirstName LastName
         Class B common stock of GAMC, the number of options to purchase Bolt
Threads
         common stock, the number of awards of restricted stock units relating
to shares of Bolt
         Threads Common Stock granted under Bolt Threads    existing equity
plans, and the
         number of warrants to purchase Bolt Threads preferred stock that are
currently
         outstanding.
2.       Please revise to disclose the date by which you must complete the
business combination
         or liquidate. Please also disclose the per share merger consideration
as of a recently
         practicable date.
3.       Please revise the prospectus cover page to disclose the expected
ownership percentages in
         the combined company of the PIPE investors. Please also clarify
whether the total
         expected ownership of the Sponsor following the transaction is
inclusive of any
         investments the Sponsor plans to make through the financing
transactions, such as the
         PIPE investment.
4.       We note your disclosure on page 52 that the Post-Combination Company
directors and
         executive officers and their affiliates    may be able to exercise
significant influence over
         matters requiring stockholder approval    and that is these
stockholders act together, they
         could    use their voting influence    to maintain, support or reject
proposals that are subject
         to stockholder approval. Please disclose on the cover page and in the
prospectus summary
         whether you will be a    controlled company    as defined under the
relevant Nasdaq listing
         rules and, if so, whether you intend to rely on any exemptions as a
controlled company. If
         applicable, please include risk factor disclosure that discusses the
effect, risks and
         uncertainties of being designated a controlled company, including but
not limited to, the
         result that you may not elect to comply with certain corporate
governance requirements.
Questions and Answers about the Business Combination, page 8

5.       Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
Q: Why is GAMC proposing the Business Combination Proposal?, page 9

6.       We note your disclosure that GAMC stockholders elected to redeem
26,649,519 shares of
         GAMC Class A common stock in connection with the shareholder vote to
approve the
         First Extension on March 15, 2023 and the redemption of 1,522,544
shares of GAMC
         Class A common stock in connection with the vote to approve the Second
Extension on
         December 12, 2023. Please amend your disclosure in the summary, risk
factors, and where
         appropriate throughout your filing, to disclose the percentage of
stockholder redemptions
         relative to total shares outstanding as of the date of your filing.
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024      Arrow Merger Corp.
February
Page 3 29, 2024 Page 3
FirstName LastName
Q. How much dilution may non-redeeming GAMC stockholders experience in
connection with
the Business Combination and what equity stake.., page 11

7.       Please revise to disclose the total potential ownership in the
Post-Combination Company
         of public stockholders, the Sponsor and GAMC Independent Directors,
Former Bolt
         Threads Securityholders, and others, assuming the exercise and
conversion of all
         securities.
8.       Please revise to disclose the effective underwriting fees to be paid
to BTIG on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
9.       We note your disclosure on page 61 relating to the per share value of
the Post-
         Combination Company common stock. Revise your disclosure in this
section and on page
         61 to show the potential impact of redemptions on the per share value
of the shares owned
         by non-redeeming shareholders by including a sensitivity analysis
showing a range of
         redemption scenarios, including at least one interim redemption level,
taking into account
         not only the money in the trust account, but the post-transaction
equity value of the
         combined company.
10.      Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including any earnout shares and convertible securities at each of the
redemption levels
         detailed in your sensitivity analysis, including any needed
assumptions. Please also revise
         your risk factor disclosure on page 51 accordingly.
Q: What vote is required to approve the proposals presented at the special
meeting of
stockholders?, page 13

11.      Please revise to clarify that the proposal for the election of
directors who will be the
         directors of the combined company after the business combination is a
proposal that can
         only be approved by the holders of GAMC Class B common stock, and
explain that the
         Sponsor and other Initial Stockholders hold such shares.
Q. What interests do GAMC's current officers and directors have in the Business
Combination?,
page 14

12.      Please revise to disclose the price per share paid by the Sponsor and
officers and directors
         of GAMC for the Founder Shares. Please also disclose any out-of-pocket
expenses
         incurred by the GAMC Board.
Q. Did the GAMC Board obtain a third-party valuation or fairness opinion in
determining
whether to proceed with the Business Combination?, page 15

13.      We note that you did not obtain a third-party valuation or fairness
opinion in connection
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024      Arrow Merger Corp.
February
Page 4 29, 2024 Page 4
FirstName LastName
         with your determination to approve the Business Combination. Please
disclose any
         discussions related to obtaining a fairness opinion for the business
combination and
         discuss the basis for the GAMC Board determining it was not necessary
to obtain a
         fairness opinion for the business combination.
Summary of the Proxy Statement/Prospectus, page 21

14.      Please amend your disclosure to provide a diagram of the post-business
combination
         structure of the combined company, including ownership percentages of
the relevant
         parties.
Cautionary Note Regarding Forward-Looking Statements, page 32

15.      We note your statements on this page that investors    should not
place undue reliance    on
         the forward-looking statements in deciding how to vote their shares of
GAMC common
         stock on the proposals set forth in the proxy statement. Please revise
this statement to
         remove any implication that investors are not entitled to rely on
disclosure in your
         registration statement.
Risk Factors, page 34

16.      Disclose the material risks to unaffiliated investors presented by
taking Bolt Threads
         public through a business combination rather than an underwritten
offering. For example,
         these risks could include the absence of due diligence conducted by an
underwriter that
         would be subject to liability for any material misstatements or
omissions in a registration
         statement.
17.      We note your disclosure on page 191 that the Proposed Certificate of
Incorporation and
         Amended and Restated Bylaws will provide indemnification and
advancement of
         expenses for the Post-Combination Company   s directors and officers
to the fullest extent
         permitted by the DGCL, subject to certain limited exceptions, which in
some cases, "may
         be broader than the specific indemnification provisions contained
under Delaware law."
         Please discuss the risk to investors stemming from these
indemnification provisions.
We currently rely on a single manufacturing partner and manufacturing facility
for the
production of b-silk and in the future intend... , page 39

18.      We note from the service agreement with Laurus Bio filed as exhibit
10.22 that Laurus
         Bio has its registered offices in Bangalore, India. Please advise
whether the Laurus Bio
         Facility is also located in Bangalore, and if so, revise to discuss
risks related to the
         manufacture of b-silk in India.
19.      We note your disclosure on page 39 that you "expect to enter into
manufacturing
         agreements with multiple manufacturers to increase the supply of
b-silk and limit [y]our
         reliance on any one manufacturing partner" and on page 140 that you
are currently in the
         process of validating a second supplier and evaluating a third
supplier. You also disclose
 Timothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 5
         on page 40 that you "outsource the production of b-silk to third party
manufacturing
         partners." Please revise to reconcile your disclosure, if true, to
clarify that Bolt Threads
         currently relies on one manufacturing partner accordingly.
A limited number of customers, distributors and collaboration partners account
for a material
portion of our revenue and they may.., page 40

20.      We note your disclosure that "for the year ended December 31, 2022 and
the nine months
         ended September 30, 2023, [y]our top four customers accounted for 99%
of [y]our total
         revenue." You also disclose that all purchase orders made by customers
occurred under
         specified multi-year minimum contractual purchase obligations. Please
revise to provide a
         breakdown of the percentages that each of your top four customers
accounted for of your
         total revenue, identify your top customers, and disclose whether these
four customers are
         located in the same market, and if so, disclose the risks to investors
stemming from market
         concentration. Please also provide a brief description of the material
terms of your
         agreements with such customers, such as the minimum purchase
requirements and
         termination provision. If material, please also file the agreements as
exhibits to the
         registration statement as reqiured by Item 601(b)(10) of Regulation
S-K, or explain to us
         why you believe you are not required to do so.
The Second Extension contravenes Nasdaq rules and, as a result, may lead Nasdaq
to suspend
trading..., page 54

21.      We note your disclosure on page 54 that your Second Extension does not
comply with
         Nasdaq listing rules and there is a risk that GAMC may be subject to
delisting by Nasdaq
         if it does not complete the business combination by March 19, 2024.
Please expand your
         disclosure to discuss how you plan to regain compliance with the
Nasdaq listing
         requirements.
A new 1% U.S. federal excise tax could be imposed on GAMC..., page 65

22.      Describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
         shares such that their redemptions would subject the SPAC to the stock
buyback excise
         tax, the remaining shareholders that did not elect to redeem may
economically bear the
         impact of the excise tax.
The Proposed Certificate of Incorporation will provide, subject to limited
exceptions, that the
Court of Chancery..., page 68

23.    We note your disclosure that the forum selection provision in your
Proposed Certificate of
       Incorporation may have the effect of discouraging lawsuits against the
combined company
FirstName LastNameTimothy Babich
       and its directors, officers or other employees. Please revise this risk
factor to disclose that
Comapany
       thereNameGolden
             is also a risk Arrow  Merger
                            that your forumCorp.
                                             selection provision may result in
increased costs for
       investors  to bring
February 29, 2024 Page 5   a claim.
FirstName LastName
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024      Arrow Merger Corp.
February
Page 6 29, 2024 Page 6
FirstName LastName
Basis of Pro Forma Presentation, page 71

24.      Please revise your disclosures in the initial paragraph to comply with
the presentation and
         recognition requirements in Article 11-02 of Regulation S-X. In this
regard, we note your
         reference to adjustments being required to be factually supportable
and expected to have a
         continuing impact on the results, which are inconsistent with the
requirements in Article
         11-02 of Regulation S-X. As part of your response, confirm to us that
you have reflected
         adjustments that are not expected to have a continuing impact and have
disclosed as such
         in a note explaining the adjustment, as appropriate.
25.      Please revise your tabular presentation regarding the post-combination
ownership upon
         closing to only include those shares that will be outstanding and
include all dilutive
         securities in a separate table or footnote disclosure by type and by
holder. Also,
         separately present the shares to be acquired for the PIPE in
accordance with the
         Subscription Agreements and separately present those shares to be
acquired by related
         parties versus third parties. In this regard, it is unclear whether
the no additional
         redemptions scenario appropriately considers the number of shares to
be acquired under
         the Subscription Agreement with the Sponsor, as no additional public
shares are
         redeemed. Address this comment for adjustment f to the pro forma
balance sheets.
         Finally, ensure the note for the number of shares to be held by Bolt
Threads
         securityholders clearly explains how the number of shares to be
outstanding was
         calculated along with the disclosures for the dilutive securities.
Address this comment for
         the same presentation presented elsewhere in the Form S-4.
Unaudited Pro Forma Condensed Combined Financial Information
Joint Venture, page 71

26.      We note your disclosure that in December 2023, Bolt Threads entered
into a nonbinding
         term sheet with a joint venture partner through which Bolt Threads
expects to have the
         opportunity to monetize its intellectual property, equipment, and
inventory related to
         Mylo. Please expand your disclosure relating to the joint venture,
including but not limited
         to, the identity of the joint venture partner, date on which the
parties entered into the term
         sheet, each parties' rights and obligations, any upfront fees and the
aggregate amounts
         paid or received to date, and whether you expect to have a controlling
interest.
Unaudited Pro Forma Condensed Combined Statement of Operations and
Comprehensive Loss,
page 78

27.      Regarding adjustment cc, we note the disclosures provided on page
F-103 that as of
         September 30, 2023, there is $15.4 million of unrecognized stock-based
compensation
         expense for the RSUs, of which $8.5 million at the date of the
liquidity event with $6.9
         million to be recognized over the service period or when the
performance condition is
         considered probable. As the liquidity event is considered met as of
January 1, 2022, for
         the current pro forma presentation, provide an adjustment and related
disclosure for the
 Timothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 7
         additional compensation expense that would be recognized for the
periods presented. The
         footnote disclosure should clearly explain how the adjustment was
calculated.
28.      Please include an adjustment for the remaining GMAC transaction costs
that have not yet
         been recognized in the historical statement of operations. Refer to
adjustment g to the pro
         forma balance sheets.
29.      Please provide all of the disclosures required by ASC 260-10-50-1 for
the basic and
         diluted per share computations for each period presented. Refer to
Article 11- 02(a)(9) of
         Regulation S-X for guidance.
The Background of the Business Combination, page 89

30.      We note your disclosure on page 90 that representatives of GAMC
considered and
         evaluated over 100 potential acquisition targets in a wide variety of
industry sectors and
         engaged in discussions with owners or management team members of over
50 such
         potential targets. Please specify the number of potential targets that
GAMC engaged in
         discussions with and expand your disclosure relating to the
individuals and entities who
         contacted GAMC, the process by which GAMC's management narrowed down
the pool of
         potential targets, and clarify whether Bolt Threads was included as of
the more than fifty
         potential targets evaluated. Discuss the level of diligence GAMC
performed in assessing
         each of the potential business combination targets and expand your
disclosure relating to
         the Board's reasons for reaching its conclusion not to pursue each of
the potential business
         combination targets.
31.      Please revise your disclosure to address the following issues:

            We note your disclosure on page 90 that "[f]rom the date of the IPO
through October
          4, 2023, representatives of GAMC submitted non-binding letters of
intent to two
          potential acquisition targets following evaluation of, and
discussions with, each such
          potential acquisition target." Please revise to provide a more
precise date of when
          representatives of GAMC submitted letters of interest to each of the
potential
          acquisition targets and disclose the material terms of such letters
of intent;
           Please expand your disclosure to discuss the basis of the GAMC
board's conclusion
          that there was a substantial gap between GAMC and one of the targets
on valuation
          without commissioning a fairness opinion;
           Please describe how Bolt Threads was identified as a potential
target and by whom;
           Revise to discuss how the negotiation with Bolt Threads was
initiated, including the
          dates on which BTIG contacted GAMC management to introduce Bolt
Threads and
          the parties held an introductory call; and
           Please identify the individuals and/or parties who participated the
meetings and
FirstName LastNameTimothy
          discussion described Babich
                                 throughout this section. By way of example
only, please identify
Comapany the
          NameGolden     Arrowwho
              representatives   Merger   Corp. in the introductory call to
explore the potential
                                    participated
          business
February 29,        combination.
             2024 Page  7
FirstName LastName
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024      Arrow Merger Corp.
February
Page 8 29, 2024 Page 8
FirstName LastName
32.      We note your disclosure that Bolt Threads shared additional
information with GAMC,
         including a corporate presentation and financial documents. Please
expand your disclosure
         relating to the information shared with GAMC and clarify whether these
materials
         included any draft projections.
33.      We note your disclosure on page 91 that on August 13, 2023, GAMC and
Bolt Threads
         executed a letter of intent which contemplated a pre-money enterprise
value of Bolt
         Threads of $250 million, an earnout structure with respect to the
shares to be issued to the
         Sponsor as transaction consideration, the lock-up applicable to Bolt
Threads
         stockholders, and the terms under which Bolt Threads could raise
additional capital upon
         signing of a transaction agreement. Please revise to describe how the
GAMC Board
         arrived at an enterprise value of $250 million for Bolt Threads,
including underlying
         assumptions. Please also disclose the consideration given by the GAMC
Board to the
         other transaction features included in the LOI.
34.      We note that BTIG, who served as the underwriter in GAMC   s IPO,
acted as financial
         advisor to Bolt Threads in connection with the business combination.
Please disclose
         when Bolt Threads engaged BTIG as its financial advisors, the scope of
BTIG's role and
         any consideration or payment received by BTIG to serve as the
financial adviser. We also
         refer to your disclosure that GAMC engaged CohnReznick to assist in
performing tax and
         financial due diligence and assessed the risks of the proposed
business combination.
         Please clarify whether CohnReznick prepared any financial due
diligence that would
         constitute a "report, opinion or appraisal materially relating to the
transaction" as
         described by Item 4(b) of Form S-4. If so, please provide us with your
analysis and the
         information required by the item.
35.      We note that from August 21, 2023 to October 2, 2023, GAMC and Bolt
Threads
         exchanged drafts of the Business Combination Agreement, Bridge
Financing Agreement
         and other ancillary agreements. You also disclose that the initial
draft of the Business
         Combination Agreement circulated on August 21, 2023 incorporated the
material terms
         set forth in the LOI and the preliminary transaction structure of the
business combination
         that was discussed between the legal advisors. Please revise your
disclosure to discuss in
         greater detail the negotiation of the key terms in the Business
Combination Agreement
         and ancillary agreements. Revise to include a discussion of
negotiations relating to the
         material terms of the transaction, including but not limited to the
evolution of the
         transaction structure; merger consideration and equity value of Bolt
Threads; lock-up
         agreements and earnout provisions; and post-closing governance terms.
In your revised
         disclosure, please explain the reasons for such terms, each party   s
position on such issues,
         the proposals and counter-proposals made during the course of
negotiations and drafts
         exchanged, and how you reached agreement on the final terms.
36.      We note that GAMC's certificate of incorporation waived the corporate
opportunities
         doctrine. Please address this potential conflict of interest and
whether it impacted
         GAMC's search for an acquisition target.
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024      Arrow Merger Corp.
February
Page 9 29, 2024 Page 9
FirstName LastName
37.      We note your disclosure on page 92 that the initial draft of the
Business Combination
         Agreement included the terms of the PIPE Financing. Please revise to
disclose material
         details of the negotiation of the PIPE Financing, including who
selected the potential PIPE
         investors, whether relationships the PIPE investors have to the SPAC,
the sponsor, the
         target and its affiliates, and how the terms of the PIPE transaction
were determined.
38.      We note that in the course of your review of Bolt Threads, GAMC
engaged Dr. Robert
         Bianchini on September 6, 2023 to perform business due diligence on
Bolt Threads.
         Please clarify whether Mr. Bianchini had any prior relationships with
any of GAMC   s or
         Bolt Threads    directors and officers for which he received
compensation. Please clarify
         whether Dr. Bianchini prepared any due diligence report or work
product in connection
         with his engagement. If so, please briefly describe such report or
work product and
         provide us with your analysis of whether such report is a    report,
opinion or appraisal
         materially relating to the transaction,    as described by Item 4(b)
of Form S-4. If Item 4(b)
         applies to such report, please provide the information required by
Item 1015(b) of
         Regulation M-A.
39.      We refer to your disclosure on page 93 that due to market conditions,
the execution of the
         definitive agreements was postponed and the parties made certain
amendments to the
         Business Combination Agreement, PIPE Subscription Agreements and
Bridge Financing
         Agreement. Please expand your disclosure to discuss the market
conditions referenced and
         include a detailed discussion of the negotiation of and the amendments
made to the
         material terms of the various agreements.
40.      We note your disclosure that BTIG will be issued Post-Combination
Company common
         stock as partial compensation in lieu of deferred cash underwriting
compensation
         otherwise due to BTIG at closing for underwriting GAMC   s IPO. Please
provide the
         following disclosure with respect to BTIG:

                We understand that BTIG, the sole underwriter in your SPAC IPO,
intends to waive a
              portion of the deferred underwriting commissions that would
otherwise be due to it
              upon the closing of the business combination. Please disclose how
this partial waiver
              was obtained and why the partial waiver was agreed to.

                Please describe what relationship existed between BTIG and GAMC
after the close
              of the IPO, including any financial or merger-related advisory
services conducted by
              BTIG. For example, clarify whether BTIG had any role in the
identification or
              evaluation of business combination targets.

                Disclose whether BTIG provided you with any reasons for the
partial fee waiver. If
              there was no dialogue and you did not seek out the reasons why
BTIG was partially
              waiving deferred fees, despite already completing their services,
please indicate so in
              your registration statement. Further, revise the risk factor
disclosure to explicitly
              clarify, if true, that BTIG has performed all of its obligations
to obtain the fee and
              therefore is gratuitously waiving the right to be fully
compensated.
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024       Arrow Merger Corp.
February
Page 10 29, 2024 Page 10
FirstName LastName
The GAMC Board's Reasons for the Approval of the Business Combination, page 93

41.      We note your disclosure on pages 93 and 94 that the GAMC Board
considered a variety of
         uncertainties and risk and other potentially negative factors
concerning the Business
         Combination. Please revise these disclosures to explain how each of
these factors were
         considered by the GAMC Board.
42.      We note your disclosure on page 94 regarding the interests of GAMC's
directors and
         officers in the business combination. Please revise to highlight how
the GAMC Board
         considered these material interests in negotiating and recommending
the business
         combination.
The Business Combination Agreement, page 97

43.      Please revise your list of representations and warranties to describe
the material terms of
         each item rather than providing a summary list.
Conditions to Closing, page 105

44.      Please revise the conditions to closing to disclose which conditions
may be waived. For
         example, please disclose whether listing the Post-Combination Company
securities on
         Nasdaq is a waivable closing condition. Please also revise your risk
factors, as applicable,
         to address material risks related to closing conditions that may be
waived.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and
the Business
Combination, page 111

45.      We note that you provide a discussion of the tax consequences of only
the exercise of
         redemption rights. Please amend your discussion to include the tax
consequences of all of
         the transactions covered by this proxy/registration statement,
including the merger. See
         Item 4(a)(6) of Form S-4.
Proposal No. 7 - The NASDAQ Proposal
Effect of Proposal on Current Stockholders, page 133

46.      Please revise to further discuss the impact and risk to GAMC
stockholders of the dilution
         resulting from the issuance of the shares of Post-Combination Company
Common Stock
         and GAMC Class A Common Stock.
Information About Bolt Threads, page 137

47.      We note your disclosure that you "estimate that silicone elastomers
represent an over $3.3
         billion dollar ingredient in beauty and personal care." Please expand
your disclosure to
         discuss how you arrived at this figure, including disclosure of the
products and services
         that are covered by the $3.3 billion estimate and the portion of this
global market that you
         believe is currently addresable by your products given your current
customer base. Please
         also revise to provide citations to referenced articles and reports,
where appropriate.
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024       Arrow Merger Corp.
February
Page 11 29, 2024 Page 11
FirstName LastName
48.      Please expand your disclosure in this section to clarify the timeline
for the development of
         Bolt Threads    products since its inception. We note your disclosure
that Bolt Threads has
         more than 13 years of development and more than $300 million invested
in the platform   s
         research and product development. You also disclose that b-silk has
been used in
         formulations sold to consumers since 2019 and your decision in early
2023 to shift the
         strategic focus away from Mylo to focus exclusively on the
commercialization of b-silk
         instead. Please also balance your disclosure with equally prominent
disclosure of the
         limitations of your platform and challenges you face, including your
history of net losses
         and accumulated deficit.
Testing and Certification, page 137

49.      We refer to your disclosure on page 137 that you have built "clinical
proof of more than
         twenty active benefits." Please revise your disclosure of the various
tests and certifications
         in this section to provide additional information regarding the
specific trials. For example,
         for each trial, clarify who conducted the clinical trial; discuss the
scope, size and design of
         the trial, including when the trial was held; specify the primary
endpoint; the criteria used
         for the enrollment of participants; whether the trial was powered to
show statistical
         significance, and if so, the p-value; whether any adverse events were
observed, and if so,
         the number of participants who experienced them; and revise your
characterizations for
         the blind comparison test on page 138 to discuss the data and the
results. Please also
         disclose the significance of and differences between the Credo and
Sephora performance
         standard comparison measurement methods.
Beyond b-silk, page 139

50.      We note your disclosure that "[a]lthough b-silk and its derivatives
are [y]our current
         commercial focus, it is not the only product in [y]our pipeline with
commercialization
         potential." Please revise to clarify that b-silk is currently your
only commercial product
         and provide further detail regarding what b-silk derivatives you
currently produce and sell.
51.      We note your disclosure that you have a portfolio of other materials
including Mylo.
         Please revise to disclose the current stage of development and
commercialization of these
         other materials, including Mylo. Please also expand your disclosure on
page 139 relating
         to the "new b-silk derived products and production strains."
Intellectual Property, page 140

52.      We note your disclosure on page 140 regarding Bolt Thread's
intellectual property. Please
         revise your discussion here to disclose all of your material issued or
pending patents,
         owned or licensed. For each material patent or patent application,
please also disclose:

                the specific product or technology each patent relates to;
                the type of patent protection;
                the expiration dates;
                and applicable material jurisdictions, including any foreign
jurisdiction.
 Timothy Babich
FirstName LastNameTimothy
Golden Arrow Merger Corp. Babich
Comapany29,
February  NameGolden
            2024       Arrow Merger Corp.
February
Page 12 29, 2024 Page 12
FirstName LastName

         Refer to Item 101(h)(4)(vii) of Regulation S-K.
Competition, page 141

53.      We note your disclosure on page 141 that certain of your key
competitors are significantly
         larger and have greater financial resources. Please revise to identify
your key competitors
         and disclose whether any of your competitors have also developed
and/or commercialized
         alternatives to silicone elastomers in the beauty and personal care
market that are also
         biodegradable.
Government Regulation, page 141

54.      We note your disclosure that the labeling of cosmetic products is
subject to the
         requirements of the FDCA, the Fair Packaging and Labeling Act, the
Poison Prevention
         Packaging Act and other laws and regulations, including regulations of
the FDA. We also
         note that certain ingredients, such as color additives, must be
pre-approved for the specific
         intended use of the product and are subject to certain restrictions on
their use. Please
         disclose whether b-silk is subject to pre-approval by the FDA and
whether it is in
         compliance with applicable regulations.
Employees and Human Capital Resources, page 142

55.      Please revise to discuss the location of Bolt Thread's headquarters or
place of business, as
         well as the material terms of any leases. If applicable, please file
each lease agreement as
         an exhibit or provide us with an analysis supporting a determiantion
that you are not
         required to file them as exhibits. Refer to Item 601(10)(ii)(D) of
Regulation S-K.
Bolt Threads Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 155

56.      We note revenues significantly increased for the nine-months ended
September 30, 2023,
         to $2 million compared to $0.2 million for the 2022 comparative
period. Please provide a
         more detailed explanation as to what led to your primary customer base
to significantly
         increase their purchases and whether this trend is expected to
continue. In this regard, we
         note your disclosure on page 156 that you temporarily suspended your
sales and
         marketing efforts during 2023 yet your revenues increased
significantly.
57.      Please expand your analysis of research and development expense for
each period
         presented to disclose the costs incurred for each of your key research
and development
         projects/ products. If you do not track your research and development
costs by
         product/project, disclose this fact and explain why you do not
maintain and evaluate
         research and development costs by product/project. Further, provide
other quantitative or
         qualitative disclosure that provides more transparency about the
activities driving these
         expenses. In this regard, we note that you already sell the b-silk
product and that you
 Timothy Babich
Golden Arrow Merger Corp.
February 29, 2024
Page 13
       were beginning production for the Mylo product.
Report of Independent Registered Public Accounting Firm, page F-49

58.    Please request Elliott Davis, PLLC to revise its report to comply with
the requirement in
       paragraph .09.c. of AS 3101. In this regard, the report notes that the
audits were
       conducted in accordance with the auditing standards of the PCAOB rather
than the
       standards of the PCAOB.
6. Share-Based Lease Termination Liability, page F-98

59.    You indicate on pages F-100 and 162 that your valuation specialist
determined the fair
       value of your common stock and discount rate. To the extent you relied
upon the third-
       party valuation specialist acting as an expert as defined under Section
11(a) of the
       Securities Act of 1933, please disclose the name of the specialist and
include the expert's
       consent pursuant to Securities Act Rule 436(b) of Regulation C. If you
conclude
       the valuation specialist is not considered an expert under the
Securities Act, please revise
       your disclosures to clarify. Refer to Question 141.02 of our Compliance
and Disclosure
       Interpretations on Securities Act Sections for additional guidance.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Tracey Houser at 202-551-3736 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any other
questions.



                                                             Sincerely,

FirstName LastNameTimothy Babich                             Division of
Corporation Finance
                                                             Office of
Industrial Applications and
Comapany NameGolden Arrow Merger Corp.
                                                             Services
February 29, 2024 Page 13
cc:       Jason Simon, Esq.
FirstName LastName