Bolt Projects Holdings, Inc. Announces Voluntary Delisting from Nasdaq and SEC Deregistration
Bolt Projects Holdings, Inc. (OTC Pink: BSLK, BSLKW), a leading developer of innovative biomaterials for the beauty and personal care industry, today announced that its Board of Directors (the “Board”) has approved, and the Company intends to proceed with, the voluntary delisting of its common stock and warrants from The Nasdaq Stock Market LLC (“Nasdaq”). In addition, the Company plans to deregister its securities with the Securities and Exchange Commission (“SEC”), ultimately suspending and terminating its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Background on Nasdaq Delisting
As previously reported, Bolt Projects Holdings had been notified of noncompliance with Nasdaq’s minimum equity requirement under Listing Rule 5550(b)(1). Specifically, the Company’s equity levels fell below the threshold required to maintain its listing. On December 31, 2025, Nasdaq issued a delisting determination letter (the “Determination Letter”) to the Company.
Following the determination, trading of the Company’s common stock and warrants on Nasdaq was suspended at the open of business on January 5, 2026. Concurrently, the Company’s securities began trading on the OTC Pink market tier operated by the OTC Markets Group under the symbols BSLK (common stock) and BSLKW (warrants). This transition ensured continuity of trading for shareholders while the Company finalized its strategic plan regarding delisting and deregistration.
Voluntary Delisting Decision
While Nasdaq had indicated that it would file a Form 25 with the SEC to complete the delisting after all appeal periods had lapsed, Bolt Projects Holdings has opted to expedite this process. The Company formally notified Nasdaq of its intention to voluntarily delist its securities rather than await the automatic filing by Nasdaq at a later date.
The Board concluded that voluntary delisting allows the Company to control the timing and process of transitioning its securities to an over-the-counter trading environment. This proactive approach provides clarity to shareholders and helps the Company manage compliance requirements more effectively.
Timeline for Delisting and SEC Filings
Bolt Projects Holdings anticipates filing a Form 25 with the SEC on or about March 2, 2026, to effect the delisting of its common stock and warrants from Nasdaq. Following the filing, the formal delisting is expected to become effective on or about March 12, 2026.
Subsequent to the delisting, the Company intends to file a Form 15 with the SEC. This filing will initiate the suspension of reporting obligations under the Exchange Act and, ultimately, lead to the termination of such obligations. Deregistration is expected to become effective approximately 90 days after the Form 15 filing. Upon effectiveness, the Company will no longer be subject to the periodic reporting requirements of the SEC, including quarterly and annual reports, proxy statements, and current reports.
All SEC filings, including the Form 25 and Form 15, will be made available on the Company’s website at www.boltprojectsholdings.com.
Factors Influencing the Board’s Decision
The Board’s decision to accelerate the delisting and deregistration process followed careful evaluation of multiple factors:
- Nasdaq Determination Letter – The receipt of the formal delisting notice from Nasdaq clarified the Company’s status regarding equity compliance and the procedural timeline for potential removal.
- Pending Form 25 Filing by Nasdaq – While Nasdaq could file the Form 25 at a later date, the Company recognized the advantage of managing the process internally to avoid delays and maintain transparency with shareholders.
- Financial and Liquidity Position – In consideration of the Company’s current financial and liquidity circumstances, voluntary delisting and deregistration allows the Company to focus resources on operational priorities rather than ongoing reporting obligations.
After careful deliberation, the Board concluded that this strategy best serves the interests of the Company and its shareholders by simplifying compliance and providing a clear path forward for trading and reporting.
Transition to OTC Pink Market
Since January 5, 2026, Bolt Projects Holdings’ common stock and warrants have been trading on the OTC Pink market tier. OTC Pink provides a flexible trading environment for securities that are not listed on a national securities exchange. The Company believes this trading venue will maintain liquidity for shareholders while reducing administrative and regulatory burdens associated with Nasdaq reporting and compliance.
Trading under the symbols BSLK and BSLKW enables investors to continue participating in the Company’s equity while the transition to deregistration is completed. The OTC Pink platform also supports transparent dissemination of corporate and financial information, ensuring that shareholder access to material information remains uninterrupted.
Strategic Implications
By voluntarily delisting and pursuing deregistration, Bolt Projects Holdings is taking a deliberate step toward optimizing its corporate structure and financial flexibility. The move aligns with the Company’s long-term strategy of focusing resources on innovation, operational efficiency, and growth in the biomaterials sector for beauty and personal care applications.
The deregistration and suspension of Exchange Act reporting obligations are expected to reduce administrative costs and regulatory complexities, freeing management to concentrate on advancing research, development, and commercialization initiatives. This strategic realignment ensures the Company can allocate capital and personnel more efficiently while maintaining accountability to shareholders through ongoing OTC Pink disclosures.
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