Opinion

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4 UNITED STATES DISTRICT COURT

5 NORTHERN DISTRICT OF CALIFORNIA

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7 ALEXANDER CAPITAL VENTURES, Case No. 25-cv-06401-EMC

LLC,

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Plaintiff, ORDER GRANTING DEFENDANT’S

9 MOTION TO DISMISS

v.

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BOLT FINANCIAL INC., Docket No. 32

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Defendant.

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14 Plaintiff Alexander Capital Ventures, LLC (“ACV”) has filed suit against Defendant Bolt

15 Financial, Inc. (“Bolt”), a privately held financial technology company. As alleged by ACV,

16 certain third-party Bolt shareholders agreed to sell their stock to ACV, and Bolt told ACV that it

17 was approving the sales – declining to exercise its right of first refusal under which it could buy

18 the shares itself before the third parties could sell to someone else. ACV maintains that Bolt

19 strung ACV along and then, last minute, changed its mind and decided that it did want to buy the

20 shares. ACV has sued Bolt for unfair competition in violation of § 17200, unjust enrichment, and

21 intentional and negligent interference with prospective economic advantage. Now pending before

22 the Court is Bolt’s motion to dismiss.

23 Having considered the parties’ briefs as well the oral argument of counsel, the Court

24 hereby GRANTS Bolt’s motion.

25 I. FACTUAL & PROCEDURAL BACKGROUND

26 In the operative first amended complaint (“FAC”), ACV alleges as follows.

27 Certain third parties were purchasers, and therefore owners, of Bolt stock. See FAC ¶ 5

1 Mikael Sjogren, Erik Hedenyrd, and Pal Asberg Kalle Schroder). The third parties’ purchases and

2 ownership of the stock were governed by stock purchase agreements. See FAC ¶ 5. Under the

3 stock purchase agreements, if the third parties wanted to sell their Bolt shares, Bolt had the right of

4 first refusal – i.e., Bolt had to be given a chance to buy the Bolt shares first before the third parties

5 sold the stock to someone else. See FAC ¶¶ 6-7 (referring to the stock purchase agreements

6 between Bolt and the third parties and identifying the provision that contains the right of first

7 refusal).

8 In conjunction with its motion to dismiss, Bolt has provided copies of the stock purchase

9 agreements between itself and the third parties. See Breslow Decl., Exs. 1-7 (stock purchase

10 agreements). Bolt maintains that it is appropriate for the Court to consider the agreements under

11 the incorporation-by-reference doctrine. See Davis v. HSBC Bank, 691 F.3d 1152, 1160 (9th Cir.

12 2012) (stating that, under the doctrine, a court may – at 12(b)(6) – “take into account ‘documents

13 whose contents are alleged in a complaint and whose authenticity no party questions, but which

14 are not physically attached to the [plaintiff’s] pleading’”). ACV does not object.

15 Bolt’s right of first refusal is found in § 8 of the stock purchase agreements. The relevant

16 text is provided below.

17 8. Company’s Right of First Refusal. Subject to the Bylaws

Transfer Restrictions, before any Shares that are not Pledged

18 Shares that are held by Stockholder or any transferee (other

than the Company) (either the Stockholder or such transferee

19 being sometimes referred to herein as the “Holder”) of such

Shares may be sold or otherwise transferred (including

20 transfer by gift or operation of law), the Company and/or its

assignee(s) shall have a right of first refusal to purchase the

21 Shares on the terms and conditions set forth in this Section 8

(the “Right of First Refusal”).

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8.1 Notice of Proposed Transfer. The Holder of the

23 Shares shall deliver to the Company a written notice

(the “Notice”) stating: (i) the Holder’s bona fide

24 intention to sell or otherwise transfer such Shares; (ii)

the name of each proposed Stockholder or other

25 transferee (“Proposed Transferee”); (iii) the number

of Shares to be transferred to each Proposed

26 Transferee; and (iv) the bona fide cash price or other

consideration for which the Holder proposes to

27 transfer the Shares (the “Offered Price”), and the

1 8.2 Exercise of Right of First Refusal. At any time

within thirty (30) days after receipt of the Notice, the

2 Company and/or its assignee(s) may, by giving

written notice to the Holder, elect to purchase all, but

3 not less than all, of the Shares proposed to be

transferred to any one or more of the Proposed

4 Transferees, at the purchase price determined in

accordance with Section 8.3 below.

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. . . .

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7 Breslow Decl., Ex. 1 (§ 8).

8 On March 14, 2025, ACV (not the Bolt shareholders themselves) informed Bolt of its

9 “intent[]” to buy Bolt shares from multiple shareholders. See FAC ¶ 8. Bolt asked who the

10 shareholders were and ACV provided the names. See FAC ¶¶ 9-10. ACV later provided, upon

11 Bolt’s request, additional information – i.e., the price and share count for each intended purchase.

12 See FAC ¶¶ 12-13 (alleging that there were a total of 282,661 shares at issue, at $1.00 per share,

13 for a total cost of $282,661).

14 On April 7, 2025, Bolt informed ACV that Bolt’s Board had approved the transaction. See

15 FAC ¶¶ 16, 18. However, nothing concrete happened for several months.

16 In June 2025, Bolt again indicated to ACV that it intended to waive its right of first refusal

17 but stated that it had some clarifying questions. Bolt also asked for confirmation of who the third

18 parties were who would be selling the stock to ACV. See FAC ¶ 20.

19 On June 11, 2025, Josep Nolla, “an independent consultant working with the third-party

20 [Bolt shareholders],” confirmed who the shareholders were to Bolt. FAC ¶ 21 (emphasis added).

21 On July 1, 2025, Bolt gave proposed transfer agreements to Mr. Nolla. Bolt also asked for

22 confirmation as to how many shares one shareholder (Walm Network) was selling. See FAC ¶ 27.

23 Mr. Nolla reported back that the shareholder was now selling all of its shares, which meant that

24 the total number of shares ACV would buy from the various shareholders would now be 287,758

25 (slightly higher than before). See FAC ¶ 28.

26 Bolt then asked Mr. Nolla to hold off on circulating the proposed transfer agreements.

27 Thereafter, at the end of the day, Bolt informed Mr. Nolla (without telling anyone at ACV) that

1 According to the FAC, Bolt’s exercise of the right of first refusal was inconsistent with the

2 provision in the stock purchase agreements which gave Bolt the power to exercise the right for

3 only thirty days after receipt of notice of prospective sale. See FAC ¶¶ 7, 33. Here, Bolt was well

4 past the thirty-day period. See FAC ¶ 36 (indicating that 109 days passed “between March 14,

5 2025 – when Plaintiff ACV had announced its proposed purchase of Bolt shares – and July 1,

6 2025, when Defendant Bolt first purported to rescind its waiver of the right of first refusal and

7 purchase the shares at issue for itself”).

8 Based on, inter alia, the above allegations, ACV has asserted the following claims for

9 relief:

10 (1) Unfair competition in violation of California Business & Professions Code §

11 17200.

12 (2) Unjust enrichment.

13 (3) Intentional interference with prospective economic advantage.

14 (4) Negligent interference with prospective economic advantage.

15 II. DISCUSSION

16 A. Legal Standard

17 Federal Rule of Civil Procedure 8(a)(2) requires a complaint to include “a short and plain

18 statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). A

19 complaint that fails to meet this standard may be dismissed pursuant to Rule 12(b)(6). See Fed. R.

20 Civ. P. 12(b)(6). To overcome a Rule 12(b)(6) motion to dismiss after the Supreme Court’s

21 decisions in Ashcroft v. Iqbal, 556 U.S. 662 (2009) and Bell Atlantic Corporation v. Twombly, 550

22 U.S. 544 (2007), a plaintiff’s “factual allegations [in the complaint] ‘must . . . suggest that the

23 claim has at least a plausible chance of success.’” Levitt v. Yelp! Inc., 765 F.3d 1123, 1135 (9th

24 Cir. 2014). The Court “accept[s] factual allegations in the complaint as true and construe[s] the

25 pleadings in the light most favorable to the nonmoving party.” Manzarek v. St. Paul Fire &

26 Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008). But “allegations in a complaint . . . may not

27 simply recite the elements of a cause of action [and] must contain sufficient allegations of

1 Levitt, 765 F.3d at 1135 (quoting Eclectic Props. E., LLC v. Marcus & Millichap Co., 751 F.3d

2 990, 996 (9th Cir. 2014)). “A claim has facial plausibility when the Plaintiff pleads factual

3 content that allows the court to draw the reasonable inference that the Defendant is liable for the

4 misconduct alleged.” Iqbal, 556 U.S. at 678. “The plausibility standard is not akin to a

5 ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted

6 unlawfully.” Id. (quoting Twombly, 550 U.S. at 556).

7 B. Unfair, Unjust, or Wrongful Conduct

8 As noted above, the causes of action pled by ACV are unfair competition in violation of §

9 17200, unjust enrichment, and intentional/negligent interference with prospective economic

10 advantage. Though the elements of the claims differ, the claims do have one thing in common:

11 each requires that the defendant have engaged in unfair, unjust, or wrongful conduct. A § 17200

12 claim, for instance, requires unfair or unlawful conduct. See Cal. Bus. & Prof. Code § 17200

13 (providing that “unfair competition” means “any unlawful, unfair or fraudulent business act or

14 practice”). For a claim of unjust enrichment, a plaintiff must show that the defendant received a

15 benefit and unjustly retained that benefit at the expense of another. See Lectrodryer v. SeoulBank,

16 77 Cal. App. 4th 723, 726 (2000) (stating that “the elements for a claim of unjust enrichment [are]

17 receipt of a benefit and unjust retention of the benefit at the expense of another”). And for a claim

18 for interference, whether intentional or negligent, the alleged interference must have been

19 wrongful by some measure beyond the fact of the interference itself – i.e., the interference was

20 proscribed by a constitutional, statutory, regulatory, common law, or other determinable legal

21 standard. See Crown Imports, LLC v. Superior Court, 223 Cal. App. 4th 1395, 1404 (2014)

22 (intentional interference); Tibrio, LLC v. Flex Mktg., LLC, No. 23cv1167-LL-BGS, 2024 U.S.

23 Dist. LEXIS 54299, at *7-8 (S.D. Cal. Mar. 26, 2024) (negligent interference).

24 In its papers, ACV has suggested unfair, unjust, or wrongful conduct by Bolt because (1)

25 ACV did all the work in finding the sellers and negotiating the price; and (2) Bolt exercised its

26 right of refusal more than 30 days after being notified of the prospective sale. Neither theory is

27 persuasive.

1 With respect to (1), it may well be true that ACV did all the work, but Bolt cannot be said

2 to have done anything wrong because it had the right of first refusal under the stock purchase

3 agreements with the third parties. In other words, someone else doing all of the work was built

4 into the right of first refusal, and ACV has not shown how that is unfair, unjust, or wrongful.

5 ACV has not claimed that a right-of-first-refusal provision is illegal.

6 As for (2), there are two problems for ACV. First, the stock purchase agreements

7 expressly state that the 30-day period for Bolt to exercise its right of first refusal is triggered by

8 notification of a prospective sale from the shareholder. See Breslow Decl., Ex. 1 (§ 8.1) (“The

9 Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the

10 Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each

11 proposed Stockholder or other transferee (“Proposed Transferee”); (iii) the number of Shares to be

12 transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration

13 for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall

14 offer the Shares at the Offered Price to the Company or its assignee(s).”). This makes sense

15 because any sale is dependent on the seller agreeing to the sale, no matter what the purchaser may

16 want. As alleged in the FAC, the first time that Bolt got notice from the third-party shareholders

17 was – at best – on July 11, 2025, when Mr. Nolla (the independent consultant working on behalf

18 of the third parties) confirmed who the sellers were. See FAC ¶ 21. Bolt then decided to buy the

19 shares itself on July 1, 2025, which was within the 30-day period.

20 To be sure, ACV has alleged that it told Bolt of its “intention to ‘purchas[e] sales of Bolt

21 through multiple selling shareholders’” on March 14, 2025, FAC ¶ 8, and Bolt apparently relied

22 on that representation (e.g., getting information from ACV about who the sellers were and what

23 the prices would be for the sales, and further getting approval from the Board for the sales before

24 Mr. Nolla said anything). But that does not change the fact that, per the stock purchase

25 agreements, the deadline for Bolt to exercise its right of first refusal was tied to notice from the

26 Bolt shareholder(s), not the prospective buyer.1

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1 Second, even if Bolt exercised its right of refusal in an untimely fashion (i.e., the deadline

2 was triggered by notice from ACV), that still does not make what it did unjust. The deadline for

3 Bolt to exercise the right of first refusal was a benefit for the Bolt shareholders, not a prospective

4 buyer. (ACV does not contend that it was a third-party beneficiary to the stock purchase

5 agreements. Nor is there anything on the face of the stock purchase agreements suggesting that

6 ACV or an entity/person in its position could be a third-party beneficiary.) That being the case, as

7 the third-party shareholders implicitly decided to waive their right to enforce the deadline, then

8 Bolt again cannot be said to have acted unjustly. At most, ACV simply had an expectancy that it

9 would be able to buy the Bolt stock. ACV does not even claim that it relied to its detriment on

10 Bolt’s representation that it would not be exercising its right of first refusal. Accordingly, there is

11 no wrongful or unjust act upon which ACV can claim a legally protectable interest. ACV is not

12 left without any remedy because it can still seek relief against the third-party shareholders if they

13 breached their agreement to sell (assuming there was one) to ACV.

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not raised in ACV’s papers, the Court does not entertain it. Even if the Court were to consider the

argument, it would have no impact on the Court’s resolution of this motion. As discussed below,

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whether there was a waiver or not was a matter between the contracting parties only, i.e., Bolt and

1 Til. CONCLUSION

2 Because ACV has failed to allege unfair, unjust, or wrongful conduct, all of its causes of

3 action fail. Furthermore, ACV has failed to show that amendment would not be futile. At the

4 || hearing, ACV was given the opportunity to explain the alleged improper conduct by Bolt but

5 || ACV’s position essentially remained the same. Accordingly, the dismissal of the complaint is

6 || with prejudice.

7 The Clerk of the Court is ordered to enter a final judgment and close the file in this case.

8 This order disposes of Docket No. 32.

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10 IT IS SO ORDERED.

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12 || Dated: February 6, 2026

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EDWA . CHEN

15 United States District Judge

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