Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Bolt Projects Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
09769B206 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b)
|
Rule 13d-1(c)
|
Rule 13d-1(d)
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SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Ascent Partners Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1 to statement on Schedule 13G (this ''Amendment No.1''), in Row (11) the percentage is based on 4,366,123 shares of common stock, par value $0.0001 per share, of the issuer ("Common Stock") outstanding as of November 7, 2025, as disclosed by the issuer in its quarterly filing, filed by the issuer with the U.S. Securities and Exchange Commission (the "SEC") on November 12, 2025 (the "10-Q"), after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the filing of the 10-Q, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Ascent Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Dominion Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Dominion Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Dominion Capital Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Masada Group Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Mikhail Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Gennadiy Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 09769B206 |
| 1 | Names of Reporting Persons
Alon Brenner | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, in Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding as of December 31, 2025. The reporting person no longer beneficially owns more than 5% of the common stock and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| Item 1. | |
| (a) | Name of issuer:
Bolt Projects Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
2261 Market Street, Suite 5447, San Francisco, CA 94114 |
| Item 2. | |
| (a) | Name of person filing:
(i) Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent"); (ii) Ascent Partners LLC, a Delaware limited liability company ("AP"); (iii) Dominion Capital LLC, a Connecticut limited liability company ("Dominion"); (iv) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP"); (v) Dominion Capital Holdings LLC, a Delaware limited liability company ("Dominion Holdings"); (vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada"); (vii) Mikhail Gurevich; (viii) Gennadiy Gurevich; and (ix) Alon Brenner. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Schedule 13G, filed with the SEC on October 7, 2025 (the "Schedule 13G"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. |
| (b) | Address or principal business office or, if none, residence:
19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180 |
| (c) | Citizenship:
Each of Ascent, AP, Dominion GP and Dominion Holdings is a Delaware limited liability company. Dominion is a Connecticut limited liability company. Masada is a Florida limited liability company. Each of Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
09769B206 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G and Amendment No. 1 in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the shares of the outstanding shares of Common Stock and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons. The information required by this item with respect to each reporting person is set forth on rows 5 through 9 and 11 of the cover page to this Amendment No. 1 and is incorporated herein by reference for each such reporting person. In Row (11) the percentage is based on 4,366,123 shares of Common Stock outstanding as of November 7, 2025, as disclosed by the issuer in the 10-Q filing dated as of November 12, 2025, after accounting for the issuance of an aggregate of 228,408 shares of Common Stock to the reporting person subsequent to the 10-Q filing, for a total of 4,594,531 shares of Common Stock outstanding. As of December 31, 2025, Ascent directly holds an aggregate of 228,408 shares of Common Stock (the "Shares"), which were issued as payment adjustment shares in connection with an advance notice under an equity purchase agreement dated September 12, 2025, by and between the issuer and Ascent. Because on January 5, 2026 the Company was delisted from Nasdaq according to the Form 8-K filed on January 5, 2026, the Company has not been able to draw on the facility since December 31, 2025, as reflected in a notice from Nasdaq to Bolt Projects Holdings, Inc. sent on December 31, 2025. The notice of failure of conditions under the equity purchase agreement was sent to the company by Ascent on January 15, 2025. Each of Mikhail Gurevich and Gennadiy Gurevich manages Dominion Holdings, Dominion GP, Dominion, AP and Ascent. Dominion Holdings manages Dominion GP, Dominion, AP and Ascent. Dominion GP manages Dominion, AP and Ascent. Dominion manages AP and Ascent. Alon Brenner manages Masada, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent. Ascent has the power to dispose of and the power to vote the Shares beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, Dominion Holdings, Dominion GP, Masada, Dominion, Alon Brenner and AP may be deemed to beneficially own, and have the power to vote, the shares of Common Stock beneficially owned by Ascent and the other companies they are listed above as managing. |
| (b) | Percent of class:
4.97 %
|
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
(A) Ascent: 0.00 (B) AP: 0.00 (C) Dominion: 0.00 (D) Dominion GP: 0.00 (E) Dominion Holdings: 0.00 (F) Masada: 0.00 (G) Mikhail Gurevich: 0.00 (H) Gennadiy Gurevich: 0.00 (I) Alon Brenner: 0.00 | |
| (ii) Shared power to vote or to direct the vote:
(A) Ascent: 228,408 (B) AP: 228,408 (C) Dominion: 228,408 (D) Dominion GP: 228,408 (E) Dominion Holdings: 228,408 (F) Masada: 228,408 (G) Mikhail Gurevich: 228,408 (H) Gennadiy Gurevich: 228,408 (I) Alon Brenner: 228,408 | |
| (iii) Sole power to dispose or to direct the disposition of:
(A) Ascent: 0.00 (B) AP: 0.00 (C) Dominion: 0.00 (D) Dominion GP: 0.00 (E) Dominion Holdings: 0.00 (F) Masada: 0.00 (G) Mikhail Gurevich: 0.00 (H) Gennadiy Gurevich: 0.00 (I) Alon Brenner: 0.00 | |
| (iv) Shared power to dispose or to direct the disposition of:
(A) Ascent: 228,408 (B) AP: 228,408 (C) Dominion: 228,408 (D) Dominion GP: 228,408 (E) Dominion Holdings: 228,408 (F) Masada: 228,408 (G) Mikhail Gurevich: 228,408 (H) Gennadiy Gurevich: 228,408 (I) Alon Brenner: 228,408 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Ownership of 5 percent or less of a class
| |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Exhibit 1 filed with the Schedule 13G. | |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated October 7, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on October 7, 2025).
Rule 13d-1(b)
Rule 13d-1(c)