BLOOMIA HOLDINGS, INC. 8-K

What Happened
Bloomia Holdings (TULP) filed an 8‑K on April 17, 2026 disclosing a Second Amendment (dated April 15, 2026) to the Bridge Loan Agreement tied to its acquisition of Bloomia B.V. The original bridge loan principal was $12,750,275 and the full outstanding balance as of April 15, 2026 was stated as $15,097,053. Under the Second Amendment the borrowers were required to make an initial discounted prepayment (at least $4.8M) by April 15, 2026; the borrowers paid $4.9M on April 15, 2026. Any unpaid portion of the previously agreed discounted prepayment ($7,330,000 per the First Amendment) accrues interim interest at 12% per year from April 16, 2026 and must be paid by May 27, 2026, or the remaining loan balance will be recalculated (the “Reduced Balance”) and revert to original payment terms. Separately, Bloomia entered an unsecured Promissory Note dated April 1, 2026 (entered April 13, 2026) for $1,000,000 from Gary Kohler to fund the initial payment.

Key Details

• Original Bridge Loan principal: $12,750,275; full balance as of April 15, 2026: $15,097,053.
• First Amendment allowed a discounted prepayment of $7,330,000; Second Amendment required an initial payment ≥ $4,800,000 (Bloomia paid $4,900,000 on April 15, 2026). Release of certain seller claims is effective upon that initial payment.
• Any unpaid discounted prepayment balance accrues 12% interim interest starting April 16, 2026; final deadline to pay balance + interim interest is May 27, 2026. If not paid, the remaining Bridge Loan balance is recalculated using the Unpaid Discounted Prepayment Balance Ratio and resumes original repayment terms.
• Promissory Note: $1,000,000 principal from Gary Kohler, fixed 11.5% interest (rises to 14.5% on default), matures March 31, 2029, prepayable without penalty; proceeds used to fund the initial discounted prepayment.

Why It Matters
These amendments change Bloomia’s near‑term cash requirements and interest exposure. The company borrowed $1.0M (unsecured) to fund a $4.9M prepayment that triggers a release of certain seller warranties/indemnities—potentially limiting future recovery from sellers on those claims. If Bloomia does not pay the remaining discounted prepayment amount by May 27, it will face a high interim interest rate (12%) on the unpaid balance and a recalculated, potentially larger outstanding loan balance that returns to original repayment terms. Investors should note the added unsecured $1M obligation, the high contingent interest cost, and the contractual release of specified seller claims when assessing near‑term liquidity and contingent liability exposure.