Bolt investors baffled by massive new deal proposal

• "I've never seen anything like this," says one of Bolt's larger venture backers, who adds that he's not even convinced that the new money is legit.

Catch up quick: Bolt, which previously raised nearly $1 billion from VCs despite meager revenue, this week emailed investors to inform them of a pending $200 million Series F investment at a $14 billion valuation.

• That's the same valuation that Bolt tried and failed to get a couple years ago, after having previously raised at $11 billion.

Zoom in: There's also more hair on this deal than in a barber shop's dumpster, as reported by Newcomer.

• For example, it includes a pay-to-play provision that could cram down existing shareholders (despite it being an up-round) and $250 million in influencer marketing credits by something called The London Fund.
• But the coup de grâce is what's given to Breslow: A $2 million bonus for becoming CEO, $1 million in purported backpay, lots of new stock options, a generous travel stipend, and an indemnification agreement (which matters, since investors have sued over Breslow not repaying a company loan).
• Bolt also would invest in another Breslow company called Love, and also into The London Fund (where Breslow would join the board). In short, he seems to be fashioning himself as a mini-Elon — viewing his separate businesses as a de facto conglomerate.

But back to that investor: The letter included a signature line for Brad Pamnani, who is identified as working for investment bank Silverbear Capital, but Pamnani tells me it was a misunderstanding and that Silverbear isn't involved.

• Instead, Pamnani says that he also works for a Cayman Islands-based private equity firm that "has done over 65 deals," but he wouldn't share the firm's name.
• He explained that the Caymans firm is a limited partner in an SPV formed to raise the $200 million for Bolt, but that it will be managed by a new private equity fund in the UAE that hasn't yet received government approval for registration in that country.
• Pamnani also declined to provide the names of anyone on that new UAE team, except for himself, and said that there is a risk that registration doesn't come, which could scuttle the entire deal.

• When asked why he was being so coy about names, which he insisted would be shared with investors prior to deal close, he repeated: "Because we don't need to disclose."

Zoom out: Bolt plans to use the money, if it comes through, to build out a super-app. It also has what one investor calls "years of runway," in terms of existing cash-on-hand.

• Pamnani says that he "is not interested in the Bolt U.S. market," and that the deal includes his group "acquiring international expansion rights."

By the numbers: Newcomer reports that Bolt is on pace to generate just $28 million in 2024 revenue, which means the $14 billion is a Truth Social-like valuation multiple.

• The company is said to require 51% shareholder approval to proceed with the deal. In aggregate, existing preferred shareholders must commit at least $20 million to avoid the cramdown.

The bottom line: Some of Bolt's investors believe that the company's model, if not its execution, has been validated by PayPal's recent Fastlane rollout. But they don't seem close to sold on its new financing plan, and have lawyers digging in.