United States securities and exchange commission logo





                           May 7, 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.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed April 23,
2024
                                                            File No. 333-276849

       Dear Timothy Babich:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our February 29,
2024 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       Questions and Answers about the Business Combination
       Q: What interests do GAMC's current officers and directors have in the
Business Combination?,
       page 15

   1.                                                   We note your response
to comment 12 and reissue the comment in part. Please revise
                                                        to 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 16

   2.                                                   We note your response
to comment 13. Please revise to further discuss how you valuated
                                                        Bolt Threads. Please
also briefly discuss the "significant due diligence" conducted by
                                                        GAMC's management on
Bolt Threads.
 Timothy Babich
FirstName  LastNameTimothy
Golden Arrow  Merger Corp. Babich
Comapany
May  7, 2024NameGolden Arrow Merger Corp.
May 7,
Page 2 2024 Page 2
FirstName LastName
Risk Factors, page 37

3.       We note your response to comment 17 and the revised disclosure on page
206. Please
         revise to add risk factor disclosure discussing the risk to investors
stemming from the
         broader indemnification provisions in your Proposed Certificate of
Incorporation and
         Amended and Restated Bylaws.
A limited number of customers, distributors and collaboration partners account
for a material
portion of our revenue and they may..., page 43

4.       We note your response to comment 20 but we are not persuaded by your
response and
         reissue the comment in part. Please revise to disclose the
jurisdiction of Vegamour's
         operations and expand your disclosure relating to the minimum purchase
requirements and
         notice requirements in connection with the termination provisions, as
applicable. Please
         also revise to further discuss why you do not believe that the
customer concentration for
         2023 will continue going forward. Finally, please also file the
agreement as an exhibit to
         the registration statement as required by Item 601(b)(10) of
Regulation S-K.
There can be no assurance that the Post-Combination Company's common stock will
be
approved for listing on Nasdaq ..., page 60

5.       Please revise your disclosure of the consequences of the post-business
combination
         company failing to meet listing standards to also discuss the
consequences of GAMC's
         securities being suspended and/or delisted from Nasdaq. In particular,
please disclose any
         impact to closing conditions in connection with the business
combination and whether
         GAMC's securities would become subject to blue sky laws.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 78

6.       We note your response to comment 24, including the change to the
disclosures. However,
         you continue to include reference to adjustments being required to be
factually
         supportable and that only events that are not expected to have a
continuing impact are
         reflected in the pro forma condensed combined statement of operations
and
         comprehensive loss, which is inconsistent with the requirements in
Article 11-02 of
         Regulation S-X. As previously requested, please revise your
disclosures in the initial
         paragraph of this section to fully comply with the presentation and
recognition
         requirements in Article 11-02 of Regulation S-X. To the extent that
you include
         adjustments for events that will not have a continuing impact, ensure
your note to these
         adjustments clearly disclose this in the note to these types of
adjustments.
7.       We reissue comment 25 in part. As previously requested, please revise
your tabular
         presentation for 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. The post-combination outstanding
shares should agree
 Timothy Babich
FirstName  LastNameTimothy
Golden Arrow  Merger Corp. Babich
Comapany
May  7, 2024NameGolden Arrow Merger Corp.
May 7,
Page 3 2024 Page 3
FirstName LastName
         to the shares used to calculate pro forma basic earnings/(loss) per
share. Also, it is unclear
         why you are including the Sponsor Earn-Out Shares, GAMC warrants, Bolt
Threads
         RSUs that require vesting, Bolt Threads warrants that will not be
exercised in connection
         with the closing, and Bolt Threads options that either require vesting
or will not be
         exercised with the closing. In this regard, only shares to be issued
to settle GAMC or Bolt
         Threads obligations in connection with the closing could be considered
outstanding and
         should be reflected as such in the pro forma financial information.
Address this comment
         for the same presentation presented elsewhere in the Form S-4.
8.       We note that you have removed the disclosures regarding the extension
payments made by
         the Sponsor via debt issuance during fiscal year 2024. While we
understand the net
         impact of reflecting the receipt of cash and then repayment of the
note with the closing of
         the merger transaction is a net zero impact to the pro forma balance
sheet, it would appear
         disclosure of this transaction similar to the April 2024 Sponsor Note
would be
         appropriate. Please provide your prior disclosures.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed
Combined Balance
Sheet as of December 31, 2023, page 83

9.       With reference to note f, we note that you have estimated an
additional $10.4 million of
         transaction costs subsequent to December 31, 2023. We further note
that you allocated all
         of these additional costs to Additional paid-in capital, which
suggests all of the
         transactions costs to be incurred will be Bolt Threads costs. Please
confirm that GAMC
         has not and will not incur any material transaction costs subsequent
to December 31,
         2023. Otherwise, please allocation the portion of the $10.4 million of
costs to be incurred
         by GAMC to accumulated deficit, and as previously requested in comment
28, include an
         adjustment to the pro forma statement of operations to reflect the
expense.
10.      With reference to note l, we note that the settlement of $8.75 million
of deferred
         underwriting fees to BTIG involves the payment of $500,000 and also
the issuance of $5
         million worth of post-combination company common stock at a maximum of
650,000
         shares. Please expand your disclosures and address the need to present
additional
         adjustments to reflect the $500,000 cash payment to BTIG. Also, please
explain why
         $10.1 million in deferred underwriting fees was eliminated given the
settlement was only
         for $8.75 million of the deferred underwriting fees.
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed
Combined
Statement of Operations and Comprehensive Loss for the Year, page 86

11.      We re-issue comment 29. As previously requested, 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. In this
         regard, it is unclear how you concluded that there are no dilutive
securities subsequent to
         the merger transaction. In this regard, we note the Sponsor Earn-Out
Shares, GAMC
         warrants, Bolt Thread   s RSUs and options that require additional
vesting, and Bolt
 Timothy Babich
FirstName  LastNameTimothy
Golden Arrow  Merger Corp. Babich
Comapany
May  7, 2024NameGolden Arrow Merger Corp.
May 7,
Page 4 2024 Page 4
FirstName LastName
         Threads options and warrants that will not be exercised with the
merger transaction are
         required to be disclosed as anti-dilutive and not included in
calculating dilutive loss per
         share.
The Background of the Business Combination, page 95

12.      We note your response to comment 31 and reissue the comment in part.
We note your
         disclosure on page 98 that "On July 25, 2023, BTIG contacted GAMC
management to
         introduce Bolt Threads, and the team held an introductory call to
explore a potential
         business combination." Please revise to provide additional detail
regarding how the
         negotiations with Bolt Threads were initiated, including the
identification of the
         individuals and/or parties who participated in this introductory call
and the terms, if any,
         discussed on the call.
13.      We note your response to comment 32 and reissue the comment in part.
Please revise to
         further discuss the nature of the draft projected financial
information provided by Bolt
         Threads to GAMC. We note your disclosure on page 98 that "The GAMC
Board did not
         review any projected financial information or rely on management   s
preliminary review of
         such information in considering or making its decision to approve the
Business
         Combination." Please advise if the draft projected financial
information was considered
         by GAMC as part of its valuation of Bolt Threads.
14.      We note your response to comment 33 and reissue the comment in part.
Please revise to
         clearly explain how you reached the $250 million valuation for Bolt
Threads. For
         example, we note your disclosure on page 98 that "In arriving at the
pre-money enterprise
         value of Bolt Threads, GAMC considered and assessed the total
addressable market for
         existing products as well as pipeline products in development; the
depth of products under
         development and the capital needs to bring Bolt Threads to market;
customer and potential
         customer engagement and commercial activity; the capital, time, and
effort to develop the
         existing intellectual property; on-site diligence; the quality of
founders and managements;
         the existing investors and financial strength and needs of the
company; and comparable
         companies." Please revise to discuss how each of these factors was
weighed as part of
         Bolt Threads' valuation. Please also disclose the comparable companies
that were
         considered, how you calculated the total addressable market, and how
you quantitatively
         evaluated the quality of founders and management.
15.      We note your response to comment 34 and reissue the comment in part.
Please revise to
         disclose the date BTIG was engaged by Bolt Threads as its financial
adviser in connection
         with the Business Combination, and disclose any consideration or
payment received by
         BTIG in connection with this role. Please also revise to provide more
detail regarding the
         tax and due diligence findings provided to GAMC on September 21, 2023
by
         CohnReznick.
16.      We note your response to comment 35 and reissue the comment in part.
Please revise your
         disclosure to discuss in greater detail the reasons for the inclusion
and deletion of key
 Timothy Babich
FirstName  LastNameTimothy
Golden Arrow  Merger Corp. Babich
Comapany
May  7, 2024NameGolden Arrow Merger Corp.
May 7,
Page 5 2024 Page 5
FirstName LastName
         terms in the various drafts of the Business Combination Agreement and
ancillary
         agreements. Please also explain each party   s position on such issues
during the course of
         negotiations and drafts exchanged, and how you reached agreement on
final terms.
17.      We note your response to comment 39 and reissue the comment. You
disclose on page
         102 that "[a]s the parties finalized negotiations and preparations of
the Business
         Combination Agreement and the Ancillary Agreements, one of Bolt
Threads    larger
         investors intended to participate in the transactions contemplated by
the Bridge Financing
         but indicated that its internal policies ... would prevent it from
doing so at that time due to
         prevailing market conditions" and that "[d]ue to these considerations,
the execution of the
         definitive agreements was postponed and the parties made revisions to
the Business
         Combination Agreement, PIPE Subscription Agreements and Bridge
Financing
         Agreement prior to execution of such documents that did not impact the
overall
         economics of the Business Combination but were intended to facilitate
the investor   s
         ability to participate in the transactions contemplated by the Bridge
Financing when the
         investor   s internal policies permitted it to do so based on market
conditions." Please revise
         to explain the market conditions referenced and disclose the revisions
made to the
         agreements.
18.      We note your response to comment 40 and reissue the comment in part.
Please revise to
         clearly disclose whether BTIG provided you with any reasons for the
partial fee waiver.
The GAMC Board's Reasons for the Approval of the Business Combination, page 102

19.      We note your response to comment 41 and reissue the comment. Please
revise to explain
         how the GAMC Board considered each of the uncertainties, risks and
other potentially
         negative factors concerning the Business Combination.
20.      We note your revised disclosure in response to prior comment 42, which
we reissue in
         part. Please revise your conflicts of interest disclosure to highlight
all material interests in
         the transaction held by the sponsor and the company   s officers and
directors, including
         any fiduciary or contractual obligations to other entities as well as
any interest in, or
         affiliation with, the target company. Please clarify how the board
considered these
         conflicts in negotiating and recommending the business combination.
Material U.S. Federal Income Tax Considerations of the Redemption Rights and
the Business
Combination, page 122

21.      We note your response to comment 45 and reissue the comment. 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.
22.      We note that you are no longer providing a tax opinion in connection
with the
         proxy/registration statement. Please provide your analysis as to why a
tax opinion is not
         necessary given your disclosure on material U.S. federal income tax
considerations in
         connection with the business combination.
 Timothy Babich
Golden Arrow Merger Corp.
May 7, 2024
Page 6
Information About Bolt Threads, page 147

23.      We note your response to comment 47 and reissue the comment in part.
Please revise to
         discuss how you concluded an assumed market penetration by Bolt
Threads of
         approximately 1%, and how you calculated your expected average sales
price. Please also
         revise to disclose the estimated percentage of the total addressable
market occupied by
         your current customer base.
24.      We note your response to comment 48 including your disclosure on page
147 that "in
         early 2023, we shifted our focus away from our other commercial
products and product
         candidates to focus on the commercialization and development of
b-silk." Please revise to
         explain what you mean by "shifted our focus away" and clarify what the
current stage of
         development and commercialization is for your products and product
candidates. For
         example, please clarify whether Microsilk and Mylo are still being
sold and/or developed.
Certifications, Evaluations, and Surveys, page 149

25.      We acknowledge your revised disclosure in response to prior comment
49. You disclose
         on page 149 that b-silk has obtained various certifications from the
USDA, Eurofins
         Scientific and Aktiengesellschaft, which    instill confidence that
[your] products have been
         rigorously tested and verified.    Please expand your disclosure
relating to these
         certifications, including but not limited to, when Bolt Threads
received such certifications,
         the requirements to obtain such certifications, and the testing Bolt
Threads conducted to
         support and achieve such certifications.
Beyond b-silk, page 154

26.      We note your response to comment 50 and reissue the comment in part.
Please revise to
         provide further detail regarding the b-silk derivatives.
Competition, page 156

27.      We note your response to comment 53 including your disclosure on page
156 regarding
         competitors developing products with similarities to b-silk. Please
revise to clarify where
         your competitors are in the development process, including whether any
of your
         competitors have developed and/or commercialized alternatives to
silicone elastomers in
         the beauty and personal care market that are also biodegradable.
Employees  and Human CapitalBabich
FirstName LastNameTimothy      Resources, page 157
Comapany
28.        NameGolden
       We note           Arrow
                your response toMerger
                                comment Corp.
                                          55 and reissue the comment. Please
revise to discuss
May 7,the location
       2024  Page 6of Bolt Thread's headquarters or place of business.
FirstName LastName
 Timothy Babich
FirstName  LastNameTimothy
Golden Arrow  Merger Corp. Babich
Comapany
May  7, 2024NameGolden Arrow Merger Corp.
May 7,
Page 7 2024 Page 7
FirstName LastName
Bolt Threads Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations for the Years Ended December 31, 2023 and 2022, page 172

29.      We note your disclosure on page 43 that your agreement with your
customer, Vegamour,
         Inc. contains minimum purchase requirements for fiscal years 2023 and
2024. Please
         clarify if Vegamour met the minimum purchase requirement for fiscal
year 2023. To the
         extent that revenue was recognized for the minimum purchase
requirement without
         providing a product, disclose this amount.
Exhibits

30.      For Exhibit 23.1, please request WithumSmith+Brown, PC prepare a
consent that
         references Golden Arrow Merger Corp.   s financial statements
appearing in the Form S-4
         rather than the Form 10-K/A.
       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,

                                                           Division of
Corporation Finance
                                                           Office of Industrial
Applications and
                                                           Services
cc:      Jason Simon, Esq.