Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or StandardÍž Transfer of Listing.
As previously reported, on August 12, 2025, Bolt Projects Holdings, Inc. (the "Company") received a letter from the Nasdaq Stock Market ("Nasdaq") stating that, as a result of the Company's continued non-compliance with the minimum market value of listed securities requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(A) ("MVLS") and with the minimum market value of publicly held shares requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(C) ("MVPHS"), its securities would be delisted from Nasdaq unless the Company appeals the delisting determination by requesting a hearing before the Nasdaq Hearings Panel (the "Panel"). The Company made a timely request for a hearing before the Panel to appeal the delisting determination.
On September 30, 2025, the Company received written notification from the Panel (the "Determination Letter") granting the Company's request for an extension to regain compliance with Nasdaq's listing standards based on the compliance plan presented at the Company's hearing before the Panel. As part of that plan, the Company presented a timeline of achieving compliance by December 31, 2025, which date is within the Panel's authority under Nasdaq Listing Rule 5815 to grant an extension of up to 180 days. Pursuant to the Determination Letter, the Company is to gain compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule") in lieu of regaining compliance with Nasdaq's MVLS and MVPHS listing rules and is to phase down to the Nasdaq Capital Market. The Company intends to satisfy these requirements and demonstrate compliance with the Equity Rule within the current extension period or, if appropriate, to request a further extension from the Panel, with any such further extension subject to the Panel's discretion.
The Company is undertaking measures to regain compliance within the extension period, however, there can be no assurance that the Company will ultimately regain compliance with the Equity Rule or be able to maintain compliance with all other applicable requirements for continued listing on the Nasdaq. The Company's failure to meet these requirements could result in the Company's securities being delisted from the Nasdaq. The Company may request a further extension within which to remain compliance with the Equity Rule, however, any extension and the length of any such extension are within the Panel's discretion.