UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30~~December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission File Number: ~~001~~000-~~41388~~56556

Bloom HoldCo LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware		82-4706208
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1000 Brickell Avenue, Suite 715, Miami FL		33131
PMBS 1387, 1000 Brickell Avenue, Suite 715, Miami FL		33131
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~254~~850) ~~776~~660-~~3722~~7301

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of ~~September~~February 1813, ~~2023~~2024, the registrant had 9,000 limited liability company units (“Shares”) outstanding.

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		ii-iii
PART I
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and September 30, 2022	1
	Condensed Consolidated Balance Sheets as of December 31, 2023 (unaudited) and September 30, 2023.	1
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended June 30, 2023 and 2022	2
	Unaudited Condensed Consolidated Statement of Operations for the three months ended December 31, 2023 and 2022	2
	Condensed Consolidated Statements of Changes in Stockholders Deficit (Unaudited) for the Three and Nine Months Ended June 30, 2023 and 2022	3
	Unaudited Condensed Consolidated Statement of Changes in Members' Deficit for the three months ended December 31, 2023 and 2022.	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended June 30, 2023 and 2022	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2023 and 2022.	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2019
Item 4.	Controls and Procedures	2019
PART II
Item 1.	Legal Proceedings	2120
Item 1A.	Risk Factors	2120
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2120
Item 3.	Defaults Upon Senior Securities	2120
Item 4.	Mine Safety Disclosures	2120
Item 5.	Other Information	2120
Item 6.	Exhibits	2221
SIGNATURES		2322

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to:

●

Our industry;

●

Our business strategy and future growth prospects;

●

Our future profitability, cash flows and liquidity;

●

Our financial strategy, budget, projections and operating results;

● expectations of the effect on our financial condition of claims, litigation, and contingent liabilities, including our settlement with the SEC related to our Token Sale and the BLT claim process (as such capitalized terms are defined in this Quarterly Report);

●

Strategy for risk management;

●

The market for our existing and future products and services;

●

Competition and government regulations; and

●

General economic conditions, including interest rates, and inflation;

These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “budget,” “could,” “estimate,” “expect,” “future,” “intend,” “likely,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “pursue,” “seek,” “should,” “target, ““will,” “would,” or similar words or expressions that are predictions of or indicate future events or trends that do not relate to historical matters.

The forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

●

the economic conditions in the digital asset industry and market(s);

●

changes in consumer demand for, and acceptance of, our products and services;

●

changes in consumer trust for blockchain technology and for our products and services;

●

commercial feasibility and success of our products and services;

●

our ability to maintain consumer confidence in the operations and value of our products and services;

●

our ability to grow and retain our customer base;

●

the price and availability of debt and equity financing (including changes in interest rates);

● the impact on our financial condition of the SEC Order (as defined in this Quarterly Report), and the effect of the potential payout to BLT claimants entitled to a refund pursuant to the claims process required under the terms of the SEC Order;

●

our ability to pay all valid claims made pursuant to the claims process;

●

the effect of existing and future laws and governmental regulations (or the interpretation thereof) on us and our customers;

●

competitive condition in our industry;

●

the loss or theft of, or restriction of our access to, our cryptocurrency holdings;

●

loss or corruption of our information or a cyberattack on our computer systems;

●

actions taken by our customers, competitors and third-party service providers;

●

the effects of future litigation;

●

acts of terrorism, war or political or civil unrest in the United States or elsewhere; and

●

the severity and duration of widespread health events and related economic repercussions on our industry.

Our forward-looking statements speak only as of the date they were made and, except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements because of new information, future events or other factors. All of our forward-looking information involves risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of the risk factors identified in “Item 1A. Risk Factors” and “Item 27. ~~Financial Information –~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our ~~registration~~Annual ~~statement~~Report on Form 10-K ~~that~~for ~~we filed with~~ the ~~U.S.~~year ~~Securities~~ended ~~and~~September ~~Exchange~~30, ~~Commission~~2023 (the “~~Registration~~Annual ~~Statement~~Report”).

iii

PART I

ITEM 1. FINANCIAL STATEMENTS

BLOOM HOLDCO LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30,			September 30,
	December 31,			September 30,
	2023			~~2022~~2023
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	64,~~752~~575		$	105,~~235~~556
Digital assets		611			611
Prepaid expense and other current assets		4250			6837
Total current assets		75,~~405~~236			106,~~914~~204
Restricted cash		300			300
Deferred tax assets		53,~~804~~000			43,~~556~~000
Intangible assets, net		2927			3128
Property and equipment, net		-			4
Total assets	$	8,563		$	9,532
Total assets	$	13,538		$	15,805
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities
Accounts payable	$	~~472~~296		$	~~144~~295
Accrued expenses		43488			49329
Accrued liability for member distributions		21,~~480~~813			21,~~000~~813
Interest payable		45,~~532~~223			34,~~550~~847
Token sale debt		32,253			-
Token sale liability		32,253			32,253
Income tax payable, short-term		~~3,902~~345			~~3,778~~343
Total current liabilities		4340,~~682~~418			939,~~521~~880
Token sale debt		-			32,253
Income tax payable, long-term		2,163			2,163
Income tax payable, long-term		2,164			2,452
Total liabilities		42,581			42,043
Total liabilities		45,846			44,226
Commitments and contingencies (Note 6)
Members’ deficit
Membership shares, no par value, 10,000 shares authorized, 9,000 shares issued and outstanding as of June 30, 2023 and September 30, 2022		-			-
Membership shares, no par value, 10,000 shares authorized, 9,000 shares issued and outstanding as of December 31, 2023 and September 30, 2023		-			-
Accumulated deficit		(3234,~~308~~018	)		(2832,~~421~~511	)
Total members’ deficit		(3234,~~308~~018	)		(2832,~~421~~511	)
Total liabilities and members’ deficit	$	138,~~538~~563		$	159,~~805~~532

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLOOM HOLDCO LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	For the Three Months Ended December 31,
	2023			2022			~~2023~~			~~2022~~
Operating expenses (income)
Operating expenses
General and administrative	$	21,~~021~~159		$	1,~~637~~036		$	~~4,128~~		$	~~4,987~~
Depreciation and amortization		21			23			6			7
Realized gains from exchange of digital assets		-			(5,007	)		-			(5,042	)
Total operating expenses		1,160			1,039
Total operating expenses (income)		2,023			(3,368	)		4,134			(48	)
Total operating loss		(1,160	)		(1,039	)
Total operating (loss) income		(2,023	)		3,368			(4,134	)		48
Other expense
Other expense
Interest expense, net		(345	)		(324	)
Interest expense, net		(244	)		(252	)		(875	)		(756	)
Other expense		-			(20	)
Other expense		(126	)		-			(126	)		-
Total other expense		(345	)		(344	)
Total other expense		(370	)		(252	)		(1,001	)		(756	)
Loss before income taxes		(1,505	)		(1,383	)
Loss before income taxes		(2,393	)		3,116			(5,135	)		(708	)
Provision for income tax expense		2			-
Income tax benefit		578			1,640			1,248			208
Net loss	$	(1,507	)	$	(1,383	)
Net income (loss)	$	(1,815	)	$	1,476		$	(3,887	)	$	(500	)
Basic and diluted net loss per membership share	$	(167.41	)	$	(153.35	)
Basic and diluted net income (loss) per membership share	$	(201.62	)	$	164.02		$	(431.89	)	$	(55.56	)
Basic and diluted weighted average membership shares outstanding		9,000			9,000
Basic and diluted weighted average membership shares outstanding		9,000			9,000			9,000			9,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLOOM HOLDCO LLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ DEFICIT

(in thousands, except share data)

(Unaudited)

Three Months Ended ~~June~~December 3031, 2023

	Membership Shares				Accumulated			Total Members’
	Shares		Amount		Deficit			Deficit
Balance – March 31, 2023		9,000	$	-	$	(30,493	)	$	(30,493	)
Balance – September 30, 2023		9,000	$	-	$	(32,511	)	$	(32,511	)
Net loss		-		-		(1,~~815~~507	)		(1,~~815~~507	)
Balance – June 30, 2023		9,000	$	-	$	(32,308	)	$	(32,308	)
Balance – December 31, 2023		9,000	$	-	$	(34,018	)	$	(34,018	)

Three Months Ended ~~June~~December 3031, 2022

	Membership Shares				Accumulated			Total Members’
	Shares		Amount		Deficit			Deficit
Balance – March 31, 2022		9,000	$	-	$	(26,689	)	$	(26,689	)
Balance – September 30, 2022		9,000	$	-	$	(28,421	)	$	(28,421	)
Net income		-		-		1,476			1,476
Net loss		-		-		(1,383	)		(1,383	)
Balance – June 30, 2022		9,000	$	-	$	(25,213	)	$	(25,213	)
Balance – December 31, 2022		9,000	$	-	$	(29,804	)	$	(29,804	)

~~Nine~~The ~~Months~~accompanying ~~Ended~~notes ~~June~~are ~~30,~~an ~~2023~~integral part of these unaudited condensed consolidated financial statements.

	Membership Shares				Accumulated			Total Members’
	Shares		Amount		Deficit			Deficit
Balance – September 30, 2022		9,000	$	-	$	(28,421	)	$	(28,421	)
Net loss		-		-		(3,887	)		(3,887	)
Balance – June 30, 2023		9,000	$	-	$	(32,308	)	$	(32,308	)

~~Nine~~BLOOM ~~Months~~HOLDCO ~~Ended June 30, 2022~~LLC

	Membership Shares				Accumulated			Total Members’
	Shares		Amount		Deficit			Deficit
Balance – September 30, 2021		9,000	$	-	$	(24,713	)	$	(24,713	)
Net loss		-		-		(500	)		(500	)
Balance – June 30, 2022		9,000	$	-	$	(25,213	)	$	(25,213	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~The accompanying notes are an integral part~~(in ~~of these unaudited condensed consolidated financial statements.~~thousands)

3(Unaudited)

BLOOM HOLDCO LLC

	For the Three Months Ended December 31,
	2023			2022
Operating activities
Net loss	$	(1,507	)	$	(1,383	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1			3
Impairment of note receivable		-			21
Income tax expense		(2	)		-
Changes in operating assets and liabilities
Prepaid expense and other current assets		(13	)		(11	)
Accounts payable		1			52
Accrued expenses		160			(8	)
Accrued liability for member distributions		-			250
Income tax payable		2			1
Interest payable		377			344
Net cash used in operating activities		(981	)		(731	)

Net change in cash, cash equivalents and restricted cash		(981	)		(731	)
Cash, cash equivalents and restricted cash – beginning of period		5,856			10,535
Cash, cash equivalents and restricted cash – end of period	$	4,875		$	9,804

Supplemental disclosure
Cash paid for taxes	$	-		$	288

~~CONDENSED~~The accompanying ~~CONSOLIDATED~~notes ~~STATEMENTS~~are OFan ~~CASH~~integral ~~FLOWS~~part of these unaudited condensed consolidated financial statements.

~~(in thousands)~~4

~~(Unaudited)~~BLOOM HOLDCO LLC

	For the Nine Months Ended June 30,
	2023			2022
Operating activities
Net (loss)	$	(3,887	)	$	(500	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		6			8
Realized gains from exchange of digital assets		-			(5,042	)
Income tax benefit		(1,248	)		(208	)
Changes in operating assets and liabilities
Prepaid expense and other current assets		26			(15	)
Accounts payable		328			(195	)
Accrued expenses		(6	)		(74	)
Accrued liability for member distributions		480			(250	)
Income tax payable		(164	)		(1,134	)
Interest payable		982			760
Net cash used in operating activities		(3,483	)		(6,650	)
Investing activities
Proceeds from exchange of digital assets		-			5,196
Net cash provided by investing activities		-			5,196
Net change in cash, cash equivalents and restricted cash		(3,483	)		(1,454	)
Cash, cash equivalents and restricted cash – beginning of period		10,535			17,335
Cash, cash equivalents and restricted cash – end of period	$	7,052		$	15,881
Supplemental disclosure
Cash paid for taxes	$	289		$	847

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The accompanying notes are an integral part~~(in ofthousands, ~~these~~except ~~unaudited~~share ~~condensed~~and ~~consolidated~~per ~~financial~~share ~~statements.~~data)

4(Unaudited)

~~BLOOM~~NOTE 1 ~~HOLDCO~~– ~~LLC~~DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

~~NOTES~~Bloom HoldCo TOLLC ~~THE~~(“Bloom”) ~~UNAUDITED~~is ~~CONDENSED~~a ~~CONSOLIDATED~~limited ~~FINANCIAL~~liability company incorporated in December 2017 in the state of Delaware. Bloom is the ~~STATEMENTS~~holding company of Bloom Ltd., which was formed in September 2017 in Gibraltar. Bloom Ltd. is the sole managing member of Bloom Protocol LLC (“Bloom Protocol”), which was organized as a limited liability company in Delaware in October 2017. Bloom, Bloom Ltd. and Bloom Protocol are collectively referred to herein as the “Company.”

Bloom is a technology company dedicated to assisting individuals and organizations with management of their data. Its core mission is to empower individuals by providing them with greater control over how their personal information is stored and shared, while simultaneously providing tools for mitigating the risk of data breaches and misuse for both individuals and organizations. The Company expects to achieve this by utilizing its Verifiable Credential (in“VC”) ~~thousands~~technology. Users can provide their personal data once to an accredited data attestor who then issues a tamper-resistant verifiable credential. This credential is cryptographically secured using the VC technology and stored on the user’s device, ~~except~~accessible ~~share~~only by the user of the device via passcode or biometric unlock, is reusable and ~~per~~easy to share ~~data)~~with requesting third parties who are integrated with Bloom’s technology.

During the last five years, the Company has developed its VC technology for both retail consumers and enterprises, which represents our product offering (~~Unaudited~~referred to as the “Platform”). To date, the Company has not sold its VC technology as a platform or otherwise to either retail consumers or enterprises, nor is the Company presently in a position to do so as development of the Platform has been put on hold due to further circumstances disclosed below under “Contingency.” The only revenue the Company has recognized since October 1, 2020 related to one customer that retained the Company to provide software development and support services related to the Company’s VC technology.

~~NOTE~~May 12022 –Stock ~~DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~Split

~~Bloom~~The ~~HoldCo~~Company’s ~~LLC~~Board of Managers (our “~~Bloom~~Board”) or is“Board aof ~~limited liability~~Managers”, ~~company~~and ~~incorporated~~each inrespective ~~December~~manager ~~2017~~of in the ~~state~~Board, ofa ~~Delaware.~~“Manager”) ~~Bloom~~approved isa ~~the~~split ~~holding~~of ~~company~~shares of ~~Bloom~~the Company’s ~~Ltd.~~membership shares on a 10-for-1 basis (the “Stock Split”), which was ~~formed in~~affected ~~September~~on ~~2017~~May in1, ~~Gibraltar~~2022. ~~Bloom~~The ~~Ltd.~~Company’s authorized ismembership ~~the~~shares ~~sole~~were ~~managing~~also ~~member~~adjusted offor ~~Bloom~~the ~~Protocol~~Stock ~~LLC~~Split. ~~(“Bloom~~All ~~Protocol”)~~references to membership shares, ~~which~~restricted ~~was~~stock units, phantom ~~organized~~stock asunits, ashare ~~limited~~data, ~~liability~~per ~~company~~share indata ~~Delaware~~and inrelated ~~October~~information ~~2017.~~contained ~~Bloom,~~in ~~Bloom~~these ~~Ltd.~~unaudited ~~and~~condensed ~~Bloom~~consolidated ~~Protocol~~financial ~~are~~statements have ~~collectively~~been ~~referred~~retrospectively adjusted to ~~herein~~ asreflect the “effect of the Stock Split for all periods presented. No fractional shares of the Company’s membership shares were issued in connection with the Stock Split.”

~~Bloom is a technology company dedicated to assisting~~Token individuals and organizations with management of their data. Its core mission is to empower individuals by providing them with greater control over how their personal information is stored and shared, while simultaneously providing tools for mitigating the risk of data breaches and misuse for both individuals and organizations. The Company expects to achieve this by utilizing its Verifiable Credential (“VC”) technology. Users can provide their personal data once to an accredited data attestor who then issues a tamper-resistant verifiable credential. This credential is cryptographically secured using the VC technology and stored on the user’s device, accessible only by the user of the device via passcode or biometric unlock, is reusable and easy to share with requesting third parties who are integrated with Bloom’s technology.Sale

~~The~~To fund ~~Company~~the ~~has~~development ~~developed~~of ~~its~~the VC technology ~~for both~~and ~~retail~~Platform, ~~consumers~~the ~~and~~Company ~~enterprises~~offered ~~(referred~~and tosold asBloom ~~the~~tokens (“~~Platform~~BLT”) in a “token sale.” ToFrom ~~date~~November 2017 to January 2018, the Company ~~has~~sold ~~not~~BLT, ~~sold~~which ~~its~~were VCissued ~~technology as~~on a ~~platform~~blockchain or ~~otherwise~~distributed toledger, ~~either~~and ~~retail~~raised proceeds ~~consumers~~of orapproximately ~~enterprises,~~$32.3 ~~nor~~million isfrom ~~the~~purchasers. ~~Company~~In ~~presently~~an inearlier apre-sale ~~position~~phase toof dotoken sosales, ~~as development of~~ the ~~Platform~~purchase ~~has~~price ~~been~~for ~~put~~BLT onranged from ~~hold~~$0.50 ~~due~~ to ~~further~~$0.57 ~~circumstances~~per ~~disclosed~~token ~~below~~and ~~under~~the ~~“Contingency.”~~purchase ~~The~~price ~~only~~paid ~~revenue the~~by ~~Company~~purchasers ~~has~~during ~~recognized~~the ~~since~~public ~~October~~sale 1,was ~~2020~~$0.67 ~~related~~per totoken. ~~one~~Purchasers ~~customer~~of ~~that~~BLT primarily ~~retained~~paid the Company towith ~~provide~~the ~~software~~digital ~~development~~asset ether and ~~support~~, ~~services~~to ~~related~~a tolesser ~~the~~degree, ~~Company’s~~with VCU.S. ~~technology~~dollars.

~~May 2023 Stock Split~~5

~~The Company’s Board of Managers approved~~BLOOM aHOLDCO split of shares of the Company’s membership shares on a 10-for-1 basis (the “Stock Split”), which was affected on May 11, 2023. The Company’s authorized membership shares were also adjusted for the Stock Split. All references to membership shares, restricted stock units, phantom stock units, share data, per share data and related information contained in these unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Stock Split for all periods presented. No fractional shares of the Company’s membership shares were issued in connection with the Stock Split.LLC

~~Token~~NOTES TO ~~Sale~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~To fund the development of the VC technology and Platform, the Company offered and sold Bloom tokens~~ (~~“BLT”)~~ in ~~a “token sale.” From November 2017 to January 2018,~~ ~~the Company sold BLT~~thousands, ~~which~~except ~~were~~share ~~issued on a blockchain or distributed ledger,~~ and ~~raised proceeds of approximately $32.3 million from purchasers. In an earlier pre-sale phase of token sales, the purchase price for BLT ranged from $0.50 to $0.57~~ per ~~token~~share and the purchase price paid by purchasers during the public sale was $0.67 per token. Purchasers of BLT primarily paid the Company with the digital asset ether and, to a lesser degree, with U.S. dollars.data)

5(Unaudited)

~~BLOOM HOLDCO LLC~~Contingency

~~NOTES~~On August TO9, ~~THE~~2022, ~~UNAUDITED~~the ~~CONDENSED~~Securities ~~CONSOLIDATED~~and ~~FINANCIAL~~Exchange Commission (“SEC”) issued an order (the “SEC Order”) and announced ~~STATEMENTS~~charges against the Company for conducting an unregistered initial coin offering (“ICO”) of digital asset securities as discussed in the preceding paragraph under “Token Sale.” The SEC Order found that the Company offered and sold BLT as investment contracts, which constituted securities, yet failed to register the offering of the BLT with the SEC, nor did it qualify for an exemption to the registration requirements.

(The Company offered a settlement to the SEC, whereby it is required to register the BLT with the SEC and conduct a claims process to compensate the purchasers of BLT. The Company agreed to pay a $0.3 million penalty in ~~thousands~~August 2022, ~~except~~and ~~share~~adhere to a springing penalty, which, if the Company fails to complete the claims and registration processes, may require the Company to pay a civil money penalty in an amount up to the total consideration paid by the purchasers for BLT for a total possible penalty per ~~share~~the ~~data)~~SEC Order of approximately $30.9 million. The total possible penalty of approximately $30.9 million stipulated by the SEC Order differs from the total token sale proceeds of approximately $32.3 million, recorded by the Company as token sale liability, due to the Company’s initial underestimation of the total proceeds raised.

~~(Unaudited)~~Going Concern

~~Contingency~~The unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

OnThe ~~August~~Company 9,has ~~2022,~~a ~~the~~limited ~~Securities~~operating ~~and~~history ~~Exchange~~and ~~Commission~~historically ~~(“SEC”)~~it ~~issued~~has anbeen ~~order~~dependent (upon proceeds from the ~~“SEC~~sale ~~Order”)~~of ~~and~~digital ~~announced~~assets ~~charges~~received ~~against~~from the token sale to fund its operations, as well as some revenue from software development services. The Company did not generate any revenue from operations for ~~conducting~~the three months anended ~~unregistered~~December ~~initial~~31, ~~coin~~2023, ~~offering~~and ~~(“ICO”)~~incurred a net loss of ~~digital~~approximately ~~asset~~$1.5 ~~securities~~million asand ~~discussed~~used inapproximately ~~the~~$1.0 ~~preceding~~million ~~paragraph~~of ~~under~~cash ~~“Token~~in operating ~~Sale.”~~activities ~~The~~during ~~SEC~~the ~~Order~~three ~~found~~months ~~that~~ended ~~the~~December 31, 2023. The Company ~~offered~~had ~~and~~an ~~sold~~accumulated ~~BLT~~deficit of $34.0 million as ~~investment~~of ~~contracts~~December 31, 2023. ~~which~~As ~~constituted~~of ~~securities~~December 31, ~~yet failed~~2023, tothe ~~register~~Company ~~the~~held ~~offering~~approximately of$4.6 ~~the~~million ~~BLT~~in ~~with~~cash ~~the~~and ~~SEC,~~cash ~~nor~~equivalents ~~did~~and itdigital ~~qualify~~assets ~~for~~with ana ~~exemption~~carrying value toof ~~the~~approximately ~~registration~~$0.6 ~~requirements~~million.

~~The~~Continued operations are dependent upon the Company’s ability ~~offered~~to agenerate ~~settlement~~profitable operations and raise sufficient funds to ~~the~~finance ~~SEC~~its activities. Additionally, ~~whereby it~~the isCompany ~~required~~has tomaterial contingent ~~register~~liabilities to the BLT ~~with~~purchasers related to the SEC Order and ~~conduct~~settlement aagreement ~~claims~~with ~~process~~the toSEC ~~compensate~~related to the ~~purchasers~~Company’s ICO. ofAll BLT. ~~The~~sold ~~Company~~in ~~agreed~~the ~~to pay~~ICO a(less ~~$0.3~~amounts ~~million~~previously ~~penalty,~~refunded) ~~which~~is ~~was~~potentially ~~recorded~~subject to repurchase in ~~other~~the ~~expense~~claims onprocess; ~~the~~however, the Company’s ~~consolidated~~cannot ~~statement~~predict ofwith ~~operations~~certainty ~~during~~ the ~~year~~ ~~ended~~magnitude ~~September~~of ~~30,~~this ~~2022,~~liability and ~~adhere~~is unable to areasonably ~~springing~~estimate ~~penalty,~~the ~~which,~~number ifof valid claims that will be made. Valid claims submitted in the ~~Company~~claims ~~fails~~process will have to ~~complete~~be paid from the ~~claims~~Company’s existing cash and ~~registration~~cash equivalents ~~processes,~~and ~~may~~digital ~~require~~asset holdings. The window for the ~~Company~~submission toof ~~pay~~claims aclosed ~~civil~~on ~~money~~February ~~penalty~~4, in2024 anwith ~~amount~~all upclaims to ~~the~~be ~~total~~paid ~~consideration~~out ~~paid~~in bycash no ~~the~~later ~~purchasers~~than ~~for BLT~~May ~~for~~4, a2024 ~~total~~as ~~possible~~mentioned ~~penalty~~in ~~per~~Note ~~the~~2 ~~SEC~~below ~~Order~~regarding oftoken ~~approximately~~sale ~~$30~~liability.9 ~~million.~~These ~~The~~claims ~~total~~will ~~possible~~need ~~penalty~~to ofbe ~~approximately~~validated ~~$30.9~~by ~~million~~the Company ~~stipulated~~prior byto ~~the~~issuing ~~SEC~~a ~~Order~~refund. ~~differs~~There ~~from~~is a risk that the ~~total~~Company ~~token~~may ~~sale~~not ~~proceeds~~have ofsufficient ~~approximately~~funds ~~$32.3~~to ~~million~~satisfy the claims submitted, ~~recorded~~which bycould require the Company asto ~~token sale~~seek ~~liability,~~additional ~~due~~financing to ~~the~~meet its continuing obligations and ultimately, to attain profitability. The Company’s may ~~initial~~never ~~underestimation~~achieve ofprofitability, ~~the~~and ~~total~~even ~~proceeds~~if ~~raised~~it does, it may not be able to sustain being profitable.

~~Going~~If ~~Concern~~the Company does not have a sufficient amount of cash on hand to pay all valid refund claims, it plans to raise additional capital through debt or equity financing, which may include the issuance of one or more convertible notes or raising additional funds from existing investors (either through debt or equity). However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or that any such funding will provide the Company with sufficient funds to meet its objectives. If the Company’s payout is significant and it is unable to obtain financing from outside sources and eventually produce sufficient revenue, management may be forced to sell the Company’s assets or curtail or discontinue its operations. As a result of these uncertainties, management of the Company believes that substantial doubt exists about the Company’s ability to continue as a going concern.

The unaudited condensed consolidated financial statements ~~have~~of ~~been~~the ~~prepared~~Company ~~assuming~~do ~~the~~not ~~Company~~include ~~will~~any ~~continue~~adjustments asthat amight ~~going~~result ~~concern~~from the outcome of these aforementioned uncertainties.

The Company has a limited operating history and historically it has been dependent upon proceeds from the sale of digital assets received from the token sale to fund its operations, as well as some revenue from software development services. The Company did not generate any revenue from operations for the nine months ended June 30, 2023, and incurred a net loss of approximately $3.9 million and used approximately $3.5 million of cash in operating activities during the nine months ended June 30, 2023. The Company had an accumulated deficit of $32.3 million as of June 30, 2023. As of June 30, 2023, the Company held approximately $6~~.8 million in cash and cash equivalents and digital assets with a carrying value of approximately $0.6 million.~~

~~Continued operations are dependent upon the Company’s~~BLOOM ~~ability~~HOLDCO to generate profitable operations and raise sufficient funds to finance its activities. Additionally, the Company has material contingent liabilities to the BLT purchasers related to the SEC Order and settlement agreement with the SEC related to the Company’s ICO. All BLT sold in the ICO (less amounts previously refunded) is potentially subject to repurchase in the claims process; however, the Company cannot predict with certainty the magnitude of this liability and is unable to reasonably estimate the number of valid claims that will be made. Valid claims submitted in the claims process will have to be paid from the Company’s existing cash and cash equivalents and digital asset holdings. There is a risk that the Company may not have sufficient funds to satisfy the claims submitted, which could require the Company to seek additional financing to meet its continuing obligations and ultimately, to attain profitability. The Company may never achieve profitability, and even if it does, it may not be able to sustain being profitable.LLC

~~The Company plans to raise additional capital~~NOTES ~~through~~TO ~~debt~~THE orUNAUDITED ~~equity~~CONDENSED ~~financing,~~CONSOLIDATED ~~which~~FINANCIAL may include the issuance of one or more convertible notes or raising additional funds from existing investors (either through debt or equity). However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or that any such funding will provide the Company with sufficient funds to meet its objectives. If the Company’s payout is significant and it is unable to obtain financing from outside sources and eventually produce sufficient revenue, management may be forced to sell the Company’s assets or curtail or discontinue its operations. As a result of these uncertainties, management of the Company believes that substantial doubt exists about the Company’s ability to continue as a going concern.STATEMENTS

~~The unaudited condensed consolidated financial~~(in ~~statements~~thousands, ofexcept ~~the~~share ~~Company~~and doper ~~not~~share ~~include any adjustments that might result from the outcome of these aforementioned uncertainties.~~data)

6(Unaudited)

~~BLOOM~~NOTE 2 ~~HOLDCO~~– ~~LLC~~BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

~~NOTES~~Basis of TOPresentation ~~THE~~and ~~UNAUDITED~~Principles ~~CONDENSED~~of ~~CONSOLIDATED FINANCIAL STATEMENTS~~Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) and pursuant to the accounting and disclosure rules and regulations of the SEC. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. Certain information or footnote disclosure normally included in ~~thousands~~condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, ~~except~~pursuant ~~share~~to the rules and ~~per~~regulations ~~share~~of ~~data)~~the SEC for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Item 8. “Financial Statements and Supplementary Data” of our Annual Report for the year ended September 30, 2023, which contain a description of the Company’s significant accounting policies. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the Company’s audited consolidated financial statements.

~~(Unaudited)~~The Company’s reporting currency is the U.S. Dollar. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

~~NOTE 2 – BASIS OF PRESENTATION, SUMMARY~~Use OFof ~~SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS~~Estimates

~~Basis~~The preparation of ~~Presentation~~financial statements in conformity with U.S. GAAP requires management to make estimates and ~~Principles~~assumptions that affect the reported amounts of ~~Consolidation~~assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s unaudited condensed consolidated financial statements include, but are not limited to, estimates of interest payable on the token sale liability, among others. These estimates and assumptions are based on the Company’s historical experience, and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

~~The accompanying unaudited condensed consolidated~~Fair ~~financial~~Value ~~statements~~of ~~have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as determined by the~~ Financial Accounting Standards Board (“FASB”) and pursuant to the accounting and disclosure rules and regulations of the SEC. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. Certain information or footnote disclosure normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, which contain a description of the Company’s significant accounting policies. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the Company’s audited consolidated financial statements.Instruments

The ~~Company’s reporting currency is the~~ ~~U.S.~~following ~~Dollar.~~tables ~~The~~present ~~accompanying unaudited condensed consolidated financial statements include~~ the ~~accounts of the~~ Company’s ~~and~~fair ~~its~~value ~~wholly-owned subsidiaries.~~hierarchy ~~All significant intercompany balances and transactions have been eliminated. Results~~ for ~~interim~~its ~~periods~~money ~~are~~market ~~not~~securities ~~necessarily indicative~~measured ofat ~~results~~fair tovalue beon ~~expected for~~ a ~~full~~recurring basis ~~year~~(in ~~or any future period.~~thousands):

Use of Estimates

	December 31, 2023 (unaudited)
	Level 1		Level 2		Level 3		Fair Value
Assets included in:
Cash and cash equivalents
Money market fund	$	3,294	$	-	$	-	$	3,294
	$	3,294	$	-	$	-	$	3,294

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. The most significant estimates inherent in the preparation of the Company’s unaudited consolidated financial statements include, but are not limited to, that related to the valuation allowance for the note receivable and estimates of interest payable on the token sale liability, among others. These estimates and assumptions are based on the Company’s historical experience, and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

	September 30, 2023
	Level 1		Level 2		Level 3		Fair Value
Assets included in:
Cash and cash equivalents
Money market fund	$	4,012	$	-	$	-	$	4,012
	$	4,012	$	-	$	-	$	4,012

~~Fair~~The carrying ~~Value~~values reported in the Company’s unaudited condensed consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), accounts payable and accrued expenses are reasonable estimates of ~~Financial~~their ~~Instruments~~fair values due to the short-term nature of these items.

~~The following tables present the Company’s fair value hierarchy for its money market securities measured at fair value on a recurring basis (in thousands):~~7

	June 30, 2023
	Level 1		Level 2		Level 3		Fair Value
Assets included in:
Cash and cash equivalents
Money market fund	$	3,976	$	-	$	-	$	3,976
	$	3,976	$	-	$	-	$	3,976

BLOOM HOLDCO LLC

	September 30, 2022
	Level 1		Level 2		Level 3		Fair Value
Assets included in:
Cash and cash equivalents
Money market fund	$	3,259	$	-	$	-	$	3,259
	$	3,259	$	-	$	-	$	3,259

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The carrying values reported~~ (in ~~the Company’s~~ ~~unaudited condensed consolidated balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis)~~thousands, ~~accounts~~ ~~payable~~except share and ~~accrued~~per ~~expenses~~share ~~are reasonable estimates of their fair values due to the short-term nature of these items.~~data)

7(Unaudited)

~~BLOOM~~Token Sale ~~HOLDCO LLC~~Liability

~~NOTES~~The TOCompany ~~THE~~sold ~~UNAUDITED~~BLT ~~CONDENSED~~in ~~CONSOLIDATED~~a ~~FINANCIAL~~token sale that raised ~~STATEMENTS~~approximately $32.3 million of capital to develop the VC technology and Platform. Management of the Company evaluated the terms of the BLT sold and concluded that the amounts raised represent a liability; specifically, a demand loan, due to the lack of a stated maturity date and stated interest rate related to the outstanding liability. The Company has reflected the amounts raised as a short-term obligation on its condensed consolidated balance sheets as of December 31, 2023 (unaudited), and as of September 30, 2023. Pursuant to the SEC Order, the Company has undertaken steps to register the BLT with the SEC and conduct a claims process to compensate purchasers of BLT who purchased them directly from the Company. To satisfy the SEC’s recovery requirement, through the claims process, purchasers of BLT that still own the securities are entitled to submit a claim for their consideration paid plus interest and less any income received, while any BLT purchasers that no longer own BLT may submit a claim for damages. A notice about the SEC Order along with a claim form was distributed to potential claimants by electronic means within 60 calendar days after the filing of the Company’s 1934 Act Registration (“Effective Date”), meaning by August 4, 2023. The claim form included a link to the Company’s filing page on EDGAR, informing all persons and entities that purchased tokens from the Company before and including January 2, 2018, of their potential claims under Section 12(a) of the Securities Act upon the tender of such security, or for damages if the purchaser no longer owns the security. Claimants will have until the earlier of three months from the date the SEC Division of Corporation Finance notifies the Company that their review of the Form 10 has been concluded or six months from the Effective Date, meaning February 4, 2024, to submit a claim of their rights under Section 12(a) of the Securities Act (the “Claim Form Deadline”). As such, the Company estimated and recorded accrued interest payable of approximately $5.2 million as of December 31, 2023 (unaudited) on its unaudited condensed consolidated balance sheets. Accrued interest payable as of September 30, 2023 was $4.8 million. The Company calculated the estimated interest for the total outstanding liability using the applicable federal rates published by the Internal Revenue Service (“IRS”) of 4.92% per annum for December 2023. The Company is unable to reasonably estimate or record an amount for expected damages prior to the claims process. Claims will be settled in cash.

(No claims will be paid prior to the Claim Form Deadline. Subsequent to the Claim Form Deadline, the Company will begin to pay all valid refund claims. If the Company has a sufficient amount of cash on hand, all valid refund claims will be paid in ~~thousands~~full. If the Company does not have a sufficient amount of cash on hand to pay all valid refund claims, ~~except~~depending ~~share~~on the cash shortfall, the Company intends to seek funding from outside investors (either through the sale of additional equity or otherwise) or seek debt financing from third-party lenders. In this case, all valid refund claims will be partially paid, on a pro rata basis, until we can obtain additional financing, and ~~per~~all ~~share~~unpaid ~~data~~amounts will continue to accrue interest until paid in full. Such additional financing (whether debt or equity) may not be available on favorable terms, or at all, and could increase the Company’s debt balance and result in significant expense to the Company.

~~(Unaudited)~~As amounts are claimed by BLT purchasers and repaid by the Company, the amounts paid will reduce the balances of the token sale liability and accrued interest on the Company’s unaudited condensed consolidated balance sheet, with no gain or loss recognized at repayment. Upon completion of the claims process, any amounts of the token sale liability that are not claimed will be retired or extinguished and removed from the unaudited condensed consolidated balance sheet.

~~Token~~As part ~~Sale~~of ~~Liability~~the SEC Order, the Company has certain reporting obligations to the Staff. These obligations are described below.

~~The Company sold BLT in a token sale that raised~~No ~~approximately~~later ~~$32.3~~than ~~million~~May ~~of capital to develop the VC technology and Platform. Management of the Company evaluated the terms of the BLT sold and concluded that the amounts raised represent a liability; specifically~~4, ~~a demand loan~~2024, ~~due to~~ the ~~lack of a stated maturity date and stated interest rate related to the outstanding liability. The~~ Company ~~has~~will ~~reflected~~make ~~the~~all ~~amounts~~payments ~~raised~~it asdeems ~~a current obligation on its condensed consolidated balance sheets as of June 30, 2023 (unaudited), and as a long-term obligation as of September 30, 2022. Pursuant~~ to ~~the~~be ~~SEC~~due ~~Order, the Company has undertaken steps to register the BLT with the SEC~~ and ~~conduct~~adequately asubstantiated ~~claims process~~ to ~~compensate purchasers~~claimants ~~of BLT~~ who ~~purchased them directly from the Company. To satisfy the SEC’s recovery requirement, through the claims process,~~submitted ~~purchasers of BLT that still own~~ the ~~securities are entitled to submit a~~ claim ~~for their consideration paid plus interest and less any income received, while any BLT purchasers that no longer own BLT may submit a claim for damages. A notice about the SEC Order along with a claim~~ form ~~will be distributed to potential claimants~~ by ~~electronic means within 60 calendar days after~~ the ~~filing~~Claim ofForm ~~the Company’s 1934 Act Registration (“Effective Date”), meaning by August 4, 2023 (see Note 7)~~Deadline. The ~~claim~~Company ~~form~~may ~~will~~require ~~include~~ a ~~link~~claimant to ~~the Company’s~~submit ~~filing~~additional ~~page~~documentation onsupporting ~~EDGAR, informing all persons and entities~~ that ~~purchased tokens from~~ the ~~Company before and including January~~ 2,claimant ~~2018,~~is ofentitled ~~their~~to ~~potential~~receive ~~claims~~payment under Section 12(a) of the Securities Act ~~upon the tender of such security,~~ or ~~for~~through ~~damages if~~ the ~~purchaser no~~claim ~~longer owns the security~~process. ~~Claimants~~Upon ~~will~~receiving ~~have~~such ~~until the earlier of three months from the date the SEC Division of Corporation Finance~~a ~~notifies~~request ~~the Company that their review of the Form 10 has been concluded or six months~~ from the ~~Effective Date to submit a claim of their rights under Section 12(a) of the Securities Act (the “Claim Form Deadline”). As such~~Company, ~~the~~claimants ~~Company~~will ~~estimated~~have ~~and~~thirty ~~recorded a current accrued interest payable of approximately $4.5 million and $3.6 million as of June 30, 2023~~ (~~unaudited~~30) ~~and~~days ~~September~~to ~~30,~~provide ~~2022, respectively, on its unaudited condensed consolidated balance sheets. The Company calculated~~ the ~~estimated~~requested ~~interest~~documentation ~~for~~in ~~the~~writing ~~total~~to ~~outstanding liability using~~ the ~~applicable~~address ~~federal rates published~~ provided by the ~~Internal Revenue Service (“IRS”) of 3~~Company.~~91%~~ ~~and~~For ~~3.14%~~any ~~per~~claims ~~annum for~~not ~~June 2023 and September 2022~~paid, ~~respectively.~~the ~~The~~ Company iswill ~~unable~~provide tothe ~~reasonably~~claimant ~~estimate~~with ora ~~record~~written anexplanation ~~amount~~ for ~~expected damages prior to~~ the ~~claims~~reason ~~process.~~for ~~Claims will be settled in cash~~non-payment.

NoBeginning thirty ~~claims~~(30) ~~will~~days beafter ~~paid prior to~~ the Claim Form Deadline., ~~Subsequent~~meaning toMarch ~~the~~5, ~~Claim Form Deadline~~2024, the Company will ~~begin~~submit to ~~pay~~the ~~all~~Staff ~~valid~~a ~~refund~~monthly ~~claims.~~report Ifof the ~~Company~~claims received ~~has~~and athe ~~sufficient amount~~claims ofpaid, ~~cash~~including on(a) ~~hand,~~identifying ~~all~~information ~~valid~~about ~~refund~~each ~~claims~~claimant; ~~will~~(b) bethe ~~paid~~amount inof ~~full.~~each Ifclaim; (c) the ~~Company~~resolution of ~~does~~each ~~not~~claim, ~~have~~including athe ~~sufficient~~ amount of ~~cash~~each onpayment; ~~hand to~~(d) ~~pay~~identification of all ~~valid refund~~ claims, ~~depending~~not onpaid and the ~~cash~~reasons ~~shortfall,~~for ~~the~~all ~~Company~~non-payment ~~intends~~of claims; toand \ ~~seek~~a ~~funding~~list ~~from~~of ~~outside~~all ~~investors~~complaints received (~~either~~if ~~through~~ any) and the ~~sale~~manner ofin ~~additional~~which ~~equity~~the orCompany ~~otherwise)~~addressed oreach ~~seek~~complaint. ~~debt~~The ~~financing~~Company will ~~from~~provide ~~third-party~~the ~~lenders.~~Staff Inwith ~~this~~any ~~case,~~related ~~all~~additional ~~valid~~information ~~refund~~or ~~claims~~documentation ~~will be~~reasonably ~~partially~~requested ~~paid~~by the Staff, onsuch aas ~~pro~~documentation submitted ~~rata~~by ~~basis,~~the ~~until~~claimant weand ~~can~~documentation ~~obtain~~supporting ~~additional~~the ~~financing,~~Company’s ~~and~~decision ~~all~~regarding ~~unpaid~~the ~~amounts~~claim. ~~will~~In ~~continue~~response to ~~accrue~~any ~~interest~~objections ~~until~~by ~~paid~~the inStaff ~~full.~~to ~~Such~~the ~~additional~~Company’s ~~financing~~handling ~~(whether~~of ~~debt~~one or ~~equity)~~more ~~may~~claims, ~~not~~the beCompany ~~available~~will onreconsider ~~favorable~~its ~~terms,~~decision(s) orin atlight ~~all,~~of the objection and ~~could~~will ~~increase the~~provide ~~Company’s~~a ~~debt~~written ~~balance~~explanation ~~and~~to ~~result~~the inStaff ~~significant~~of ~~expense~~its todecision ~~the~~following ~~Company~~such reconsideration.

~~As amounts are claimed by BLT purchasers and repaid~~Within byfour ~~the~~(4) ~~Company,~~months ~~the amounts paid will reduce the balances~~ of the ~~token~~Claim ~~sale~~Form ~~liability~~Deadline, ~~and~~meaning ~~accrued~~by ~~interest~~June on4, 2024, the Company’s ~~unaudited condensed~~will ~~consolidated~~submit ~~balance~~to ~~sheet,~~the ~~with~~Staff noa ~~gain~~final orreport ~~loss~~of ~~recognized~~its ~~at repayment. Upon completion~~ handling of ~~the~~all claims ~~process~~, ~~any~~including ~~amounts of~~all ~~the~~information ~~token~~required ~~sale~~in ~~liability~~the ~~that~~monthly ~~are~~reports ~~not claimed will be retired or extinguished and removed from~~ (the ~~unaudited~~“Final ~~condensed consolidated balance sheet~~Report”).

AsThe Company ~~part~~will ofcertify, ~~the~~in ~~SEC Order~~writing, compliance with the ~~Company~~undertakings ~~has~~set ~~certain~~forth above within sixty (60) days of final completion of all ~~reporting~~such ~~obligations~~undertakings. toThe certification will identify the ~~Staff.~~undertaking, ~~These~~provide ~~obligations~~written ~~are~~evidence ~~described~~of ~~below~~compliance in the form of a narrative, and be supported by exhibits sufficient to demonstrate compliance.

Beginning thirty (30) days after the Claim Form Deadline, the Company will submit to the Staff a monthly report of the claims received and the claims paid, including (a) identifying information about each claimant; (b) the amount of each claim; (c) the resolution of each claim, including the amount of each payment; (d) identification of all claims not paid and the reasons for all non-payment of claims; and (e) a list of all complaints received (if any) and the manner in which the Company addressed each complaint. The Company will provide the Staff with any related additional information or documentation reasonably requested by the Staff, such as documentation submitted by the claimant and documentation supporting the Company’s decision regarding the claim. In response to any objections by the Staff to the Company’s handling of one or more claims, the Company will reconsider its decision(s) in light of the objection and will provide a written explanation to the Staff of its decision following such reconsideration.8

~~Within four (4) months of the Claim Form Deadline,~~BLOOM ~~the~~HOLDCO ~~Company will submit to the Staff a final report of its handling of all claims, including all information required in the monthly reports (the “Final Report”).~~LLC

~~The Company will certify, in writing, compliance~~NOTES ~~with~~TO ~~the~~THE ~~undertakings~~UNAUDITED ~~set~~CONDENSED ~~forth~~CONSOLIDATED ~~above~~FINANCIAL within sixty (60) days of final completion of all such undertakings. The certification will identify the undertaking, provide written evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to demonstrate compliance.STATEMENTS

~~Segments~~(in thousands, except share and per share data)

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the chief operating decision maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing performance. The chief operating decision maker, or decision-making group, reviews financial information for the purposes of making operating decisions, allocating resources, and evaluating financial performance of the business of the reportable operating segments, based on discrete financial information. For the periods ended June 30, 2023 and 2022, the Company views its operations and manages its business as one segment and, accordingly, no further segment disclosures have been presented herein.(Unaudited)

8In addition, if certain holders of BLT affirmatively reject or fail to accept the offer pursuant to the claims process, they may have a right under the Securities Act after the expiration of the claims process. Consequently, should any offerees reject the offer pursuant to the claims process, expressly or by failing to timely return a claim, the Company may continue to be potentially liable under the Securities Act for the purchase price or for certain losses if the BLT have been sold. It may also be possible that by not disclosing that the BLT were unregistered, and that BLT may face resale or other limitations, the Company may face contingent liability for noncompliance with applicable federal and state securities laws. Additionally, the Company may be required to pay additional fines, penalties or other amounts in other jurisdictions.

~~BLOOM~~Other than ~~HOLDCO~~with ~~LLC~~respect to the Company’s settlements with the SEC, the Company is not aware of any pending or threatened claims that it violated any federal or state securities laws. However, the Company cannot assure you that any such claim will not be asserted in the future or that the claimant in any such action will not prevail. The Company believes that it has strong defenses to such claim, including without limitation the expiration of the applicable federal and state statutes of limitations. If the payment of claims in the claims process or fines is significant, it could have a material adverse effect on the Company’s cash flow, financial condition or prospects and the value of the BLT.

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Segments

(Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the chief operating decision maker, or decision-making group, in ~~thousands~~deciding how to allocate resources to an individual segment and in assessing performance. The chief operating decision maker, ~~except~~or ~~share~~decision-making group, reviews financial information for the purposes of making operating decisions, allocating resources, and ~~per~~evaluating ~~share~~financial ~~data)~~performance of the business of the reportable operating segments, based on discrete financial information. For the periods ended December 31, 2023 and 2022, the Company views its operations and manages its business as one segment and, accordingly, no further segment disclosures have been presented herein.

~~(Unaudited)~~Net Loss Per Membership Share

~~Net~~Basic ~~Loss~~net ~~Per~~loss ~~Membership~~per ~~Share~~membership share is computed by dividing net loss allocated to members by the weighted average number of membership shares outstanding during the period. Diluted net loss per membership share reflects the potential dilution that could occur if securities or other contracts to issue membership shares were exercised or converted into membership shares or resulted in the issuance of membership shares that then shared in the earnings of the entity. Dilutive potential membership shares include the Company’s unvested RSUs and unvested PSUs. As mentioned in Note 5, the RSUs and PSUs have a second vesting condition that is contingent upon a liquidity event that did not occur during the reported periods and as such, the unvested RSUs and PSUs must be excluded from the computation of diluted net loss per share because inclusion of the options in the calculation would be antidilutive. There was a total of 609 and 609 unvested RSUs and PSUs as of December 31, 2023 and 2022, respectively, that were excluded from the computation of diluted net loss per membership share.

~~Basic net income (loss) per membership share~~Recently isIssued ~~computed~~Accounting by dividing net income (loss) allocated to members by the weighted average number of membership shares outstanding during the period. Diluted net income (loss) per membership share reflects the potential dilution that could occur if securities or other contracts to issue membership shares were exercised or converted into membership shares or resulted in the issuance of membership shares that then shared in the earnings of the entity. Dilutive potential membership shares include the Company’s unvested RSUs and unvested PSUs. As mentioned above, the RSUs and PSUs have a second vesting condition that is contingent upon a liquidity event that did not occur during the reported periods and as such, the unvested RSUs and PSUs must be excluded from the computation of diluted net income (loss) per share because inclusion of the options in the calculation would be antidilutive. There was a total of 609 and 679 unvested RSUs and PSUs as of June 30, 2023 and 2022, respectively, that were excluded from the computation of diluted net income (loss) per membership share.Pronouncements

~~Recently~~The ~~Issued~~Company ~~Accounting~~reviewed ~~Pronouncements~~all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on its unaudited condensed consolidated financial statements. The Company is evaluating, but has not yet adopted, ASU 2023-08, effective for entities with fiscal years beginning after December 15, 2024, which addresses the accounting and disclosure requirements for crypto assets but does not believe it will have material impact on the company.

~~The Company reviewed all recently issued accounting~~NOTE ~~pronouncements~~3 ~~and~~– ~~concluded~~ACCRUED ~~that~~EXPENSES, ~~they~~ACCRUED ~~were~~LIABILITY ~~either~~FOR ~~not~~MEMBER ~~applicable~~DISTRIBUTIONS orAND ~~not~~INCOME ~~expected~~TAX ~~to have a significant impact on its unaudited condensed consolidated financial statements.~~PAYABLE

~~NOTE~~As 3of –December ~~ACCRUED EXPENSES~~31, ~~ACCRUED~~2023 ~~LIABILITY~~(unaudited) and September ~~FOR~~30, ~~MEMBER~~2023, ~~DISTRIBUTIONS~~the ~~AND~~Company’s ~~INCOME~~accrued ~~TAX~~expenses ~~PAYABLE~~were approximately $0.5 million and $0.3 million, respectively and consisted primarily of amounts due for payroll-related liabilities.

Accrued liabilities for member distributions represent distributions owed to the Company’s members pursuant to the Operating Agreement. As of ~~June~~December 3031, 2023 (unaudited) and September 30, ~~2022~~2023, the Company’s accrued ~~expenses~~liabilities for member distributions were approximately $01.048 million and $01.058 million, respectively ~~and consisted primarily of amounts due for payroll-related liabilities~~.

~~Accrued~~Income ~~liabilities~~tax ~~for~~payable ~~member~~consists ~~distributions~~of ~~represent~~the ~~distributions~~Company’s current income tax payable of approximately $0.3 million and $0.3 million as of December 31, 2023 (unaudited) and September 30, 2023, respectively, which is recorded in income tax payable, short-term on the condensed consolidated balance sheets. In addition, the income tax payable also includes the tax liability owed to the IRS pursuant to its tax period ended September 30, 2019 (the “2019 tax liability”). The original balance of the 2019 tax liability was $3.6 million, which the Company’s agreed ~~members~~to ~~pursuant~~pay to the ~~Operating~~IRS ~~Agreement~~in annual installments over 8 years. As of ~~June~~December 3031, 2023 (unaudited) and September 30, ~~2022~~ 2023, the remaining ~~Company’s~~balance ~~accrued~~of ~~liabilities~~the ~~for~~2019 ~~member~~tax ~~distributions~~liability ~~were~~was approximately $2.52 million and $2.02 million, respectively.

~~Income~~NOTE 4 ~~tax~~– ~~payable consists of the Company~~MEMBERS’~~s current~~ income tax payable of approximately $3.9 million and $3.5 million as of June 30, 2023 (unaudited) and September 30, 2022, respectively, which is recorded in income tax payable, short-term on the condensed consolidated balance sheets. In addition, the income tax payable also includes the tax liability owed to the IRS pursuant to its tax period ended September 30, 2019 (the “2019 tax liability”). The original balance of the 2019 tax liability was $3.6 million, which the Company agreed to pay to the IRS in annual installments over 8 years. As of June 30, 2023 and September 30, 2022, the remaining balance of the 2019 tax liability was approximately $2.1 million and $2.5 million, respectively, with approximately $0.3 million included in income tax payable, short-term on the unaudited condensed consolidated balance sheets as of both dates, and the remainder recorded in income tax payable, long-term.DEFICIT

~~NOTE~~The 4Company –has ~~MEMBERS~~two classes of membership shares, (i) voting and (ii) nonvoting shares. Membership shares authorized by the First Amended and Restated Operating Agreement of Bloom (the “Operating Agreement”) total 10,000 shares, consisting of 9,000 voting shares and 1,000 nonvoting shares. The nonvoting shares were reserved for issuance under the Bloom Amended and Restated 2019 Equity Incentive Plan (the “Equity Incentive Plan”). As of December 31, 2023 (unaudited) and September 30, 2023, none of the Company’s ~~DEFICIT~~nonvoting shares were outstanding.

The Company has two classes of membership shares, (i) voting and (ii) nonvoting shares. Membership shares authorized by the First Amended and Restated Operating Agreement of Bloom (the “Operating Agreement”) total 10,000 shares, consisting of 9,000 voting shares and 1,000 nonvoting shares. The nonvoting shares were reserved for issuance under the Bloom Amended and Restated 2019 Equity Incentive Plan (the “Equity Incentive Plan”). As of June 30, 2023 and September 30, 2022, none of the Company’s nonvoting shares were outstanding.

~~NOTE~~BLOOM HOLDCO ~~5 – SHARE-BASED COMPENSATION~~LLC

~~In 2019, the Company’s members adopted the~~NOTES ~~Bloom~~TO ~~HoldCo~~THE ~~LLC~~UNAUDITED ~~Amended~~CONDENSED ~~and~~CONSOLIDATED ~~Restated~~FINANCIAL 2019 Equity Incentive Plan (as amended from time to time, most recently on August 11, 2021, the “2019 Plan”). The 2019 Plan provides for the grant of RSUs and PSUs to employees, officers, directors and consultants. As of June 30, 2023, the aggregate number of shares authorized for issuance under the 2019 Plan totaled 1,000 shares and there were 391 shares available for future grants.STATEMENTS

9(in thousands, except share and per share data)

~~BLOOM HOLDCO LLC~~(Unaudited)

~~NOTES~~NOTE 5 TO– ~~THE~~SHARE-BASED ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~COMPENSATION

In 2019, the Company’s members adopted the Bloom HoldCo LLC Amended and Restated 2019 Equity Incentive Plan (inas ~~thousands~~amended from time to time, ~~except~~most ~~share~~recently ~~and~~on ~~per~~August ~~share~~11, ~~data~~2021, the “2019 Plan”). The 2019 Plan provides for the grant of RSUs and PSUs to employees, officers, directors and consultants. As of December 31, 2023, the aggregate number of shares authorized for issuance under the 2019 Plan totaled 1,000 shares and there were 391 shares available for future grants.

The Company’s RSU and PSU awards expire after 10 years and are generally subject to two vesting requirements that must both be satisfied in order for the RSU or PSU to vest, the first of which is a service-based condition, and the other vesting condition is contingent upon a liquidity event. The service condition requirement for the awards is generally satisfied for 25% of the awards after one-year with the remainder of the service condition requirement being satisfied monthly over the following three-year period. Certain of the RSUs and PSUs issued by the Company have an exempt portion of the award that is not subject to the service-based vesting condition and is only subject to vesting pursuant to a contingent liquidity event. Upon the occurrence of a liquidity event, 100% of the exempt RSUs and PSUs, as well as all RSUs and PSUs that have met the service-based vesting condition would vest. A liquidity event for purposes of vesting of the RSUs and PSUs means the first to occur of: (~~Unaudited~~1) an underwritten public offering by the Company of its securities (i.e., an initial public offering), (2) a Change in Control or (3) a Dissolution Event (both (2) and (3) as defined in the 2019 Plan). Upon a liquidity event, RSU holders are entitled to payment of cash or issuance of one share for each vested RSU, and PSU holders are entitled to payment equal to the fair value of membership shares less a strike price. Other than issuance of shares for RSUs or a payment for PSUs upon a liquidity event, the Company’s RSU and PSU awards provide no economic value and have no voting rights. Due to the presence of a vesting condition, that is contingent upon a liquidity event not considered probable by management, for all of the Company’s issued and outstanding RSU awards and PSU awards, the Company has recognized no compensation expense for its issued share-based compensation awards.

~~The Company’s RSU and PSU awards expire~~To ~~after~~determine ~~10 years and are generally subject to two vesting requirements that must both be satisfied in order for~~ the ~~RSU~~amount ~~or PSU to vest, the first~~ of ~~which~~unrecognized iscompensation ~~a service-based condition~~cost, ~~and~~ the ~~other~~Company ~~vesting~~would ~~condition~~need isto ~~contingent~~determine ~~upon a liquidity event. The service condition requirement for~~ the ~~awards~~estimated isgrant ~~generally~~date ~~satisfied~~fair ~~for~~value ~~25%~~ of ~~the~~its membership ~~awards~~shares ~~after~~on ~~one-year with~~ the ~~remainder~~date of ~~the~~grant ~~service~~for ~~condition~~each ~~requirement being satisfied monthly over the following three-year period. Certain~~ of the ~~RSUs~~awards ~~and PSUs~~ issued, bywhich ~~the~~it ~~Company~~has ~~have an exempt portion of the award that is~~ not ~~subject~~done due to the ~~service-based~~expense ~~vesting~~associated ~~condition~~with ~~and is only subject to vesting pursuant to a contingent liquidity~~obtaining ~~event.~~multiple ~~Upon~~valuations ~~the~~from ~~occurrence of~~ a ~~liquidity~~third-party ~~event,~~valuation ~~100% of the exempt RSUs and PSUs~~firm, asbut ~~well~~also asbecause ~~all~~management ~~RSUs~~does ~~and~~not ~~PSUs~~consider ~~that have met~~ the ~~service-based vesting condition would vest. A~~ liquidity event ~~for purposes of vesting of the RSUs and PSUs means the first~~ to ~~occur~~be ~~of: (1) an underwritten public offering by the Company of its securities (i~~probable.~~e., an initial public offering), (2) a Change in Control or (3) a Dissolution Event~~ ~~(both~~Should ~~(2) and (3) as defined in~~ the ~~2019 Plan). Upon a~~ liquidity event, ~~RSU~~occur ~~holders~~in ~~are~~the ~~entitled~~future prior to ~~payment~~the ofexpiration ~~cash or issuance~~ of ~~one share~~the ~~for~~outstanding ~~each~~RSUs ~~vested~~and ~~RSU~~PSUs, ~~and~~the ~~PSU~~Company ~~holders~~will ~~are~~obtain ~~entitled to payment equal to~~ the necessary ~~fair~~valuations ~~value~~ of its membership shares ~~less~~so athat ~~strike~~it ~~price.~~can ~~Other than~~calculate ~~issuance~~and ofrecognize ~~shares~~share-based ~~for~~compensation ~~RSUs or a payment~~ for ~~PSUs~~these ~~upon a liquidity event, the Company’s RSU and PSU~~ awards ~~provide~~at ~~no economic~~the ~~value~~time ~~and~~of ~~have no voting rights. Due to~~ the ~~presence of a vesting condition, that is contingent upon a~~ liquidity event ~~not~~based ~~considered probable~~upon ~~by management, for all of~~ the ~~Company’s~~estimated ~~issued~~grant ~~and~~date ~~outstanding~~fair ~~RSU~~values ~~awards~~of ~~and PSU awards,~~ the ~~Company has recognized no compensation expense for its issued share-based compensation~~ awards.

~~To determine the amount of unrecognized compensation~~The ~~cost,~~following ~~the~~table ~~Company~~summarizes ~~would need to determine~~ the estimated grant date fair value of its membership shares on the date of grant for each of the awards issued, which it has not done due to the expense associated with obtaining multiple valuations from a third-party valuation firm, but also because management does not consider the liquidity event to be probable. Should the liquidity event occur in the future prior to the expiration of the outstanding RSUs and PSUs, the Company’s ~~will~~RSU ~~obtain the necessary valuations of its membership shares so that it can calculate~~ and ~~recognize~~PSU ~~share-based~~activity ~~compensation~~ for ~~these awards at~~ the ~~time~~periods ~~of the liquidity event based upon the estimated grant date fair values of the awards.~~presented:

The following table summarizes the Company’s RSU and PSU activity for the periods presented:

	Number of RSUs		Number of PSUs		Total
Unvested – September 30, 2023		601		8		609
Forfeited		-		-		-
Unvested – December 31, 2023		601		8		609

	Number of RSUs			Number of PSUs		Total
Unvested – September 30, 2022		671			8		679
Forfeited		(70	)		-		(70	)
Unvested – June 30, 2023		601			8		609

10BLOOM HOLDCO LLC

~~BLOOM~~NOTES TO ~~HOLDCO~~THE ~~LLC~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~(in thousands, TOexcept ~~THE~~share ~~UNAUDITED~~and ~~CONDENSED~~per ~~CONSOLIDATED~~share ~~FINANCIAL STATEMENTS~~data)

(~~in thousands, except share and per share data~~Unaudited)

~~(Unaudited)~~NOTE 6 – COMMITMENTS AND CONTINGENCIES

~~NOTE~~The Company, 6and –its ~~COMMITMENTS~~subsidiaries, ~~AND~~are ~~CONTINGENCIES~~subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information.

~~The~~In accordance ~~Company,~~with ~~and~~accounting ~~its subsidiaries~~guidance, ~~are~~if ~~subject at~~it ~~times~~is toprobable ~~various~~that ~~claims,~~an ~~lawsuits~~asset ~~and~~has ~~governmental~~been ~~proceedings~~impaired ~~relating~~or toa ~~the~~liability ~~Company’s~~has ~~business~~been ~~and~~incurred ~~transactions~~as ~~arising~~of in the ~~ordinary course~~ date of ~~business.~~the ~~The~~financial ~~Company~~statements, ~~cannot~~and ~~predict~~ the ~~final~~amount ~~outcome~~ of ~~such~~loss ~~proceedings.~~is ~~Where~~reasonably ~~appropriate~~estimable, ~~the~~then ~~Company~~an ~~vigorously defends~~accrual ~~such~~for ~~claims,~~the ~~lawsuits~~cost ~~and~~to ~~proceedings.~~resolve ~~Some~~or ofsettle these claims, ~~lawsuits~~is ~~and~~recorded ~~proceedings~~by ~~seek~~the ~~damages,~~Company ~~including, consequential, exemplary or punitive damages,~~ in ~~amounts~~the ~~that~~accompanying ~~could,~~unaudited ifcondensed ~~awarded,~~consolidated bebalance ~~significant~~sheets. ~~Certain~~If ofit ~~the~~is ~~claims,~~reasonably ~~lawsuits~~possible ~~and proceedings arising~~that inan ~~ordinary~~asset ~~course~~may ofbe ~~business~~impaired ~~are~~as ~~covered~~of by the ~~Company’s~~date ~~insurance program. The Company maintains various types~~ of ~~liability insurance~~the inunaudited ancondensed ~~effort~~consolidated tofinancial ~~protect~~statements, then the Company ~~from~~discloses ~~such~~the range ~~claims. In terms~~ of ~~any~~possible ~~matters~~loss. ~~where~~Expenses ~~there~~related ~~is no insurance coverage available~~ to the ~~Company,~~defense orof ~~where~~such ~~coverage~~claims isare ~~available~~recorded ~~and~~by the Company ~~maintains~~as aincurred ~~retention~~and orincluded ~~deductible~~in ~~associated with such insurance,~~ the accompanying ~~Company~~unaudited ~~may~~condensed ~~establish~~consolidated anstatements ~~accrual~~of ~~for such loss, retention or deductible based on current available information~~operations.

~~In accordance with accounting guidance~~Management, ~~if it~~ iswith ~~probable~~the ~~that~~assistance anof ~~asset~~outside ~~has~~counsel, ~~been~~may ~~impaired~~from ortime ato ~~liability~~time ~~has~~adjust ~~been~~such ~~incurred~~accruals asaccording ofto ~~the~~new ~~date~~developments ofin the ~~financial statements~~matter, ~~and the amount~~court ofrulings, ~~loss~~or ischanges ~~reasonably~~in ~~estimable,~~the ~~then~~strategy anaffecting ~~accrual for~~ the ~~cost~~Company’s todefense ~~resolve~~of orsuch ~~settle~~matters. ~~these~~On ~~claims~~the isbasis ~~recorded~~of bycurrent information, the Company is innot ~~the~~a ~~accompanying unaudited~~party ~~condensed~~to ~~consolidated~~any ~~balance~~material ~~sheets.~~legal Ifproceedings itand is ~~reasonably~~not ~~possible~~aware ~~that~~of anany ~~asset~~pending ~~may~~or bethreatened ~~impaired~~claims, asother ofthan the ~~date~~SEC ofOrder ~~the unaudited~~related ~~condensed~~to ~~consolidated financial statements, then~~ the Company’s ~~discloses~~ICO ~~the~~discussed ~~range~~above ofin ~~possible~~“Note ~~loss.~~1 ~~Expenses~~– ~~related~~Description toof the ~~defense~~Organization ~~of such~~and ~~claims~~Business ~~are~~Operations” and ~~recorded~~“Note by2 ~~the~~– ~~Company~~Basis asof ~~incurred~~Presentation, ~~and~~Summary ~~included~~of inSignificant ~~the~~Accounting ~~accompanying~~Policies ~~unaudited~~and ~~condensed~~Recent ~~consolidated~~Accounting ~~statements of operations~~Pronouncements.”

~~Management, with the assistance of outside counsel,~~NOTE ~~may~~7 from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims, other than the SEC Order related to the Company’s ICO discussed above in Note 1 – ~~Description~~SUBSEQUENT ~~of the Organization and Business Operations and Note 2 – Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements.~~EVENTS

~~NOTE~~The 7Company has completed an evaluation of all subsequent events through February 13, 2024 to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements and events which occurred but were not recognized in the condensed consolidated financial statements. Except as disclosed above in “Note 1 – Description ~~SUBSEQUENT~~of ~~EVENTS~~Organization and Business Operations,” and stated below, the Company has concluded that no subsequent events besides what has occurred below that requires recognition or disclosure. The closing of the claims window was February 4, 2024 and the Company is currently evaluating all applications and submissions.

The Company has completed an evaluation of all subsequent events through September 18, 2023 to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements and events which occurred but were not recognized in the condensed consolidated financial statements. Except as disclosed above in Note 1 – Description of Organization and Business Operations, and stated below - the Company has concluded that no subsequent events besides what has occurred below that requires recognition or disclosure.11

~~On August 4, 2023, a notice about the SEC Order along~~ITEM ~~with~~2. aMANAGEMENT’S ~~claim~~DISCUSSION ~~form~~AND ~~was~~ANALYSIS ~~distributed~~OF toFINANCIAL ~~potential~~CONDITION ~~claimants~~AND byRESULTS ~~electronic~~OF ~~means~~OPERATIONS ~~(see Note 2).~~

11The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes thereto included in this Quarterly Report. The following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends and should not be construed either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. See “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.”

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Overview

~~The~~Bloom is ~~following~~a ~~discussion and~~technology ~~analysis~~company ofdedicated ~~our~~to ~~financial~~assisting ~~condition~~individuals and ~~results~~organizations ofwith ~~operations~~management ~~should~~of betheir ~~read~~data. inOur ~~conjunction~~core ~~with~~mission ~~our~~is ~~consolidated~~to ~~financial statements~~empower ~~and~~individuals ~~the~~by ~~related~~providing ~~notes~~them ~~thereto~~with ~~included~~greater incontrol ~~this~~over ~~Quarterly~~how ~~Report.~~their ~~The~~personal ~~following~~information ~~discussion~~is ~~includes~~stored ~~forward-looking statements about our business, financial condition~~ and ~~results of operations~~shared, ~~including~~while ~~discussions~~simultaneously ~~about~~providing tools ~~management’s expectations~~ for ~~our~~mitigating ~~business. These~~the ~~statements~~risk ~~represent~~of ~~projections,~~data ~~beliefs~~breaches and ~~expectations~~misuse ~~based~~for onboth ~~current~~individuals ~~circumstances~~ and ~~conditions~~organizations. ~~and~~We inexpect ~~light~~to ofachieve ~~recent~~this by utilizing ~~events~~our ~~and~~cutting-edge ~~trends~~Verifiable ~~and~~Credential ~~should~~(“VC”) ~~not~~technology. Over bethe ~~construed~~last ~~either~~five asyears, ~~assurances~~the ofCompany ~~performance~~has ordeveloped asits ~~promises~~VC technology offor aboth ~~given~~retail ~~course~~consumers ofand ~~action~~enterprises. ~~Instead, various~~The ~~known~~VC ~~and~~technology ~~unknown~~is ~~factors~~designed ~~are likely~~ to ~~cause~~give ~~our~~individuals ~~actual~~control ~~performance~~over ~~and~~how ~~management’s~~their ~~actions~~data tois stored ~~vary,~~ and ~~the~~used, ~~results of~~with ~~these~~a ~~variances~~goal ~~may~~of bereducing ~~both~~the ~~material~~risk ~~and~~of ~~adverse.~~data ~~See~~breach ~~“Cautionary Note Regarding Forward-Looking Statements”~~ and ~~“Item 1A~~misuse. ~~Risk Factors.”~~

~~Overview~~We believe that our VC technology provides a secure and convenient way for users to share their personal data with third parties. Instead of repeatedly sharing and exposing the same personal information to a risk of breach or misuse, users can provide their data once to an accredited data attestor who then issues a tamper-resistant verifiable credential. This credential is cryptographically secured and stored on the user’s device, accessible only by the user of the device via passcode or biometric unlock, is reusable and easy to share with requesting third parties.

~~Bloom~~We believe isthat aour VC technology ~~company dedicated~~is toversatile ~~assisting~~and ~~individuals~~has ~~and~~potential ~~organizations~~applicability ~~with~~across ~~management~~a ofwide ~~their~~range ~~data~~of industries. Our ~~core~~VC ~~mission~~technology iswas initially tobuilt ~~empower~~with ~~individuals~~a byfocus ~~providing them~~on ~~with~~decentralized ~~greater~~identity ~~control~~and ~~over~~credit ~~how~~scoring ~~their~~using ~~personal~~an ~~information~~end-to-end isprotocol ~~stored~~for ~~and~~identity ~~shared~~attestation, ~~while~~risk management ~~simultaneously~~and ~~providing~~credit ~~tools~~scoring ~~for~~on ~~mitigating~~ the ~~risk~~blockchain. ofBLT ~~data~~was ~~breaches~~initially ~~and~~intended ~~misuse~~to ~~for~~function as both ~~individuals~~a currency and ~~organizations~~voting mechanism. ~~We expect to achieve this by utilizing our cutting-edge Verifiable~~Our ~~Credential~~development ~~(“VC”)~~efforts ~~technology. Over~~over the ~~last~~past five years, ~~the~~have ~~Company~~expanded ~~has~~our ~~developed~~capabilities ~~its VC technology for both retail consumers and enterprises. The VC technology is designed~~ to ~~give~~now ~~individuals~~also ~~control~~serve ~~over~~commercial ~~how~~customers ~~their~~who ~~data~~are isnot ~~stored~~on ~~and used, with a goal of reducing~~ the ~~risk of data breach and misuse~~ blockchain.

WeToday, BLT ~~believe~~no ~~that~~longer has any other uses or functionalities on our VCPlatform. ~~technology~~We no longer support voting matters or enable protocol changes by ~~provides~~BLT holders. As a ~~secure~~result, ~~and~~while ~~convenient~~blockchain ~~way~~technology ~~for~~continues to be an important building block of our Platform, our business strategy is shifted toward supporting retail and commercial users towho ~~share~~are ~~their~~both ~~personal~~on ~~data~~and ~~with~~off ~~third~~the ~~parties~~blockchain. ~~Instead~~In furtherance of ~~repeatedly~~our ~~sharing~~strategy and ~~exposing~~to focus our support for off blockchain users, the ~~same~~Company ~~personal~~has ~~information~~moved toaway from supporting BLT on our network. Further, we have a ~~risk~~strategy to broaden the awareness of ~~breach~~our orVC ~~misuse,~~technology by offering our app to retail users ~~can~~without ~~provide~~charge. ~~their~~Hence, ~~data~~the ~~once~~ability of prospective users to anpay ~~accredited~~for ~~data~~these ~~attestor~~services ~~who~~with ~~then issues~~BLT ano ~~tamper-resistant~~longer ~~verifiable~~has ~~credential~~value. ~~This~~Our ~~credential~~revenue strategy is ~~cryptographically~~now ~~secured~~focused ~~and stored~~ on the ~~user’s~~potential ~~device,~~enterprise ~~accessible~~customers. We ~~only~~intend byto ~~the~~establish ~~user~~strategic ofrelationships ~~the~~with ~~device~~key ~~via~~industry ~~passcode~~players orto ~~biometric~~increase ~~unlock,~~our ismarket ~~reusable~~reach and ~~easy~~enhance toour ~~share~~service ~~with requesting third parties~~offerings.

WeBased ~~believe~~on ~~that~~ our VCprior ~~technology~~experience isin ~~versatile~~providing ~~and~~identity ~~has~~solutions ~~potential~~to ~~applicability~~sovereign ~~across~~entities, athe ~~wide~~Company ~~range~~has ofidentified ~~industries. Our VC technology was initially built with~~ a ~~focus~~demand ~~on decentralized identity and credit scoring using an end-to-end protocol~~ for ~~identity attestation~~secure, ~~risk~~customizable ~~management~~ and ~~credit~~verifiable ~~scoring on~~credential/identity ~~the~~solutions ~~blockchain.~~by ~~BLT~~government ~~was initially intended to function as both a currency~~ and ~~voting~~quasi-government ~~mechanism~~entities. ~~Our~~Currently, ~~development efforts over~~ the ~~past five~~Company ~~years~~is ~~have~~in ~~expanded our capabilities to now also serve commercial customers who are not on~~ the ~~blockchain.~~process ~~Today,~~of ~~BLT~~submitting noproposals ~~longer~~for ~~has~~multiple ~~any~~RFPs ~~other~~to ~~uses~~state orand ~~functionalities~~federal onagencies ~~our~~within ~~Platform.~~the WeUnited noStates ~~longer~~and ~~support~~outside ~~voting~~of ~~matters~~the orUnited ~~enable protocol changes by BLT holders~~States. AsThere ~~a result,~~can ~~while blockchain technology continues to~~ be anno ~~important~~assurance ~~building~~that ~~block~~the ~~of our Platform, our business strategy is shifted toward~~Company ~~supporting~~will ~~retail~~win ~~and~~any ~~commercial~~of ~~users~~these ~~who~~proposals ~~are both~~ on ~~and~~favorable ~~off~~terms, ~~the~~if ~~blockchain~~at all. InTo ~~furtherance of our strategy and to focus our support for off blockchain users~~date, the Company has ~~moved~~not ~~away~~sold ~~from~~its ~~supporting BLT on our network. Further, we have a strategy to broaden the awareness of our~~ VC technology byas ~~offering~~a ~~our~~platform ~~app~~or otherwise to either retail ~~users~~consumers ~~without~~or ~~charge~~enterprises. ~~Hence,~~There ~~the~~has ~~ability~~been ~~of prospective users to pay for these services with BLT~~ no ~~longer has value. Our~~ revenue ~~strategy~~activity isin ~~now focused on~~ the ~~potential~~three ~~enterprise~~months ~~customers.~~ended ~~Finally~~December 31, we2023 ~~intend~~and to2022 ~~establish~~or ~~strategic~~in ~~relationships~~the ~~with~~fiscal ~~key~~years ~~industry~~ended ~~players~~September to30, ~~increase~~2023 ~~our market reach~~ and ~~enhance our service offerings~~2022.

Results of Operations

Results of Operations for the Three ~~and Nine~~ Months Ended ~~June 30~~December 31, 2023 and 2022

The following table shows our results of operations for the periods indicated. The historical results presented below are not necessarily indicative of the results that may be expected for any future period (in thousands):

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	For the Three Months Ended December 31,
	2023			2022			~~2023~~			~~2022~~
Operating expenses (income)
Operating expenses
General and administrative	$	21,~~021~~159		$	1,~~637~~036		$	~~4,128~~		$	~~4,987~~
Depreciation and amortization		21			23			6			7
Realized gains from exchange of digital assets		-			(5,007	)		-			(5,042	)
Total operating expenses		1,160			1,039
Total operating expenses (income)		2,023			(3,368	)		4,134			(48	)
Total operating loss		(1,160	)		(1,039	)
Total operating (loss) income		(2,023	)		3,368			(4,134	)		48
Other expense
Other expense
Interest expense, net		(345	)		(324	)
Interest expense, net		(244	)		(252	)		(875	)		(756	)
Other expense		-			(20	)
Other expense		(126	)		-			(126	)		-
Total other expense		(345	)		(344	)
Total other expense		(370	)		(252	)		(1,001	)		(756	)
Loss before income taxes		(1,505	)		(1,383	)
Loss before income taxes		(2,393	)		3,116			(5,135	)		(708	)
Provision for income tax expense		2			-
Income tax benefit		578			1,640			1,248			208
Net loss	$	(1,507	)	$	(1,383	)
Net income (loss)	$	(1,815	)	$	1,476		$	(3,887	)	$	(500	)
Basic and diluted net income (loss) per membership share	$	(201.62	)	$	164.02		$	(431.89	)	$	(55.56	)
Basic and diluted weighted average membership shares outstanding		9,000			9,000			9,000			9,000

General and administrative

General and administrative expenses were approximately $21.02 million for the three months ended ~~June~~December 3031, 2023 compared to $1.60 million for the three months ended ~~June~~December 3031, 2022, an increase of approximately $0.42 million. This ~~was driven by a $0.4 million~~ increase inwas ~~legal~~due ~~fees during the three months ended June 30, 2023 compared~~ to ~~the~~an ~~three months ended June 30, 2022 based on the~~ increase ~~legal requirements on the~~in ~~Company~~administrative ~~due~~expenses toassociated ~~the filing requirements~~ with the ~~SEC.~~Company’s Outside accountants also increased by $0.3 million during the three months ended June 30, 2023 compared to the three months ended June 30, 2022 based on the increased accounting and audit requirements driven by the filing obligations with the SEC. ~~These increases were offset by a reduction of $0~~filings.2 million of payroll expenses in the three months ended June 30, 2023 compared to three months ended June 30, 2022, driven by less full-time employees during this time period, and a reduction of $0.1 million of sales and marketing contractors in the three months ended June 30, 2023 compared to the three months ended June 30, 2022 due to a reduction in the number of contractors used during the three months ended June 30, 2023.

~~General~~Depreciation and administrative expenses were $4.1 million for the nine months ended June 30, 2023 compared to the nine months ended June 30, 2022, which was $5.0 million, a decrease of approximately $0.9 million. The decrease was approximately $0.6 million for payroll, due to less employees for the nine months ended June 30, 2023 versus the corresponding period from the previous year, $0.4 million decrease for legal fees, due to litigation being settled the nine months ended June 30, 2022, $0.3 million decrease for advertising and marketing based on the pullback in 2023 from business development personnel and advertising and marketing in the nine months ended June 30, 2023 and a $0.1 million decrease in data purchases used in the product during the nine months ending June 30, 2022. These decreases totaling $1.4 million were partially offset by increases of $0.5 million in outside accountants due to increase costs for audits and SEC filing reviews.amortization

~~Realized~~The ~~gains~~decrease onin ~~exchange~~depreciation ofexpense ~~digital~~for ~~assets~~the three months ended December 31, 2023 is insignificant compared to the three months ended December 31, 2022.

~~Realized~~Interest ~~gains on the exchange of digital assets in the three months ended June 30~~Expense, 2023 and 2022 were nil and approximately $5.0 million in each respective period. The period ended June 30, 2022 includes Company sales of Ethereum. The three months ended June 30, 2023 did not have any sales of Ethereum.net

~~Realized~~Interest ~~gains~~expense ~~on the exchange of digital assets~~ in the ~~nine~~three months ended ~~June 30~~December 31, 2023 and 2022 ~~were~~is ~~nil~~related ~~and~~to ~~approximately~~the ~~$5.0~~interest ~~million~~accrual inon ~~each~~the ~~respective~~Token ~~period.~~Sale ~~The period~~amount ~~ended~~pursuant ~~June~~to ~~30,~~the ~~2022~~refund ~~includes~~process the Company ~~sales~~has ~~of Ethereum~~underway. ~~The nine months ended June 30, 2023 did not have any sales of Ethereum.~~

13Other Expense

~~Interest~~Other expense ~~(net)~~in the three months ended December 31, 2022 was related to an impairment of the note receivable.

Interest expense in the three months ended June 30, 2023 and 2022 were $0.2 million and $0.3 million, respectively. This is the interest accrual on the Token Sale amount pursuant to the refund process the Company has underway.13

~~Interest~~Provision ~~expense~~for inincome ~~the~~tax nine months ended June 30, 2023 and 2022 were $0.9 million and $0.8 million, respectively. This is the interest on the Token Sale amount that is subject to refund pursuant to the SEC Order. The increase in the nine months ended June 30, 2023 and 2022 is primarily driven by the higher cost of debt due to higher interest rates in the nine months ended June 30, 2023.benefit

~~Other~~The change in provision for income tax expense was insignificant during the three months ended December 31, 2023 as compared to the three months ended December 31, 2022.

~~Other expense in the three~~Liquidity ~~months ended June 30, 2023~~ and ~~2022~~Capital ~~were $0.1 million and nil, respectively. The increase in the three months ended June 30, 2023 was due to fine and penalties incurred related to a state filing penalty.~~Resources

~~Other~~The ~~expense~~Company inincurred ~~the~~a ~~nine~~net ~~months~~loss ~~ended~~of ~~June~~approximately ~~30,~~$1.5 ~~2023~~million ~~and~~during ~~2022~~the ~~were~~three ~~$0.1~~months ~~million~~ended ~~and~~December ~~nil~~31, ~~respectively~~2023. The ~~increase~~Company inincurred a net loss of approximately $1.4 million during the ~~nine~~three months ended ~~June~~December 3031, ~~2023~~2022. The difference between the two periods was ~~due to~~the ~~fine~~increase ~~and~~in ~~penalties~~general ~~incurred~~and ~~related~~administrative expenses toassociated awith ~~state~~the ~~filing~~Company’s ~~penalty~~SEC filings.

~~Income tax benefit~~Going Concern

~~Income~~The ~~tax~~accompanying condensed ~~benefit~~consolidated ~~was~~financial $0statements have been prepared in conformity with U.6S. GAAP and Securities and Exchange Commission ~~million~~regulations, ~~during~~assuming the ~~three~~Company ~~months~~will ~~ended~~continue ~~June~~as ~~30,~~a ~~2023~~going asconcern. ~~compared~~In evaluating the Company’s ability to ~~$1.6~~continue ~~million~~as ~~for~~a going concern, management considered the ~~three~~conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months ~~ended~~after ~~June~~the 30Company’s condensed consolidated financial statements were issued on February 13, ~~2022~~2024. ~~This~~Management ~~higher~~considered the Company’s current financial condition and potential liquidity sources, ~~income~~including ~~tax~~current ~~benefit~~funds isavailable, ~~the~~forecasted ~~result~~future ofcash ~~the~~flows ~~deferred~~(or ~~tax~~lack ~~assets~~thereof) and the Company’s ~~currently~~conditional ~~has~~and unconditional ~~recorded~~obligations ondue ~~its~~before 12 months from the issuance of the Company’s condensed consolidated ~~balance~~financial ~~sheet~~statements asthrough ofFebruary ~~June 30~~13, ~~2023~~2025.

~~Income~~The ~~tax~~Company ~~benefit~~did ~~was~~not ~~$1.2~~generate ~~million~~any ~~during~~revenue from operations for the ~~nine~~three months ended ~~June~~December 3031, 2023 asand ~~compared~~incurred toa net loss of approximately $01.25 million for the three ~~nine~~ months ended ~~June~~December 3031, ~~2022~~2023, and is currently dependent upon proceeds from the sale of digital assets to fund its development of the Platform. ~~This~~In ~~was~~consideration of the SEC Order and corresponding requirement to complete the claims and registration process to compensate the BLT investors, as well as the total possible penalty that would be due to the SEC if the Company fails to complete claims and registration ~~losses~~processes, ~~incurred~~management ~~during~~of the ~~year~~Company believes that its current financial resources may not be sufficient to fulfill these requirements due to uncertainty around the total amount of consideration that BLT purchasers may ultimately claim and/or whether the Company will be able to complete the claims and registration processes to the SEC’s satisfaction such that the SEC does not impose the springing penalty.

~~Liquidity~~If ~~and~~the ~~Capital~~Company ~~Resources~~does not have a sufficient amount of cash on hand to pay all valid refund claims, the Company plans to raise additional capital through debt or equity financing, which may include the issuance of one or more convertible notes or raising additional funds from existing investors (either through debt or equity). However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or that any such funding will provide the Company with sufficient funds to meet its objectives.

The Company’s ~~incurred~~ability ato ~~net loss~~raise capital through the future issuance of $1additional debt or equity is unknown.8 ~~million~~Obtaining ~~during~~additional financing, the ~~three~~successful ~~months~~development ~~ended~~of ~~June~~the 30Bloom Platform, ~~2023.~~and ~~The~~the Company’s ~~incurred~~transition, aultimately, ~~net~~to ~~income~~the attainment of $1profitable operations are necessary for continued operations.5 ~~million~~Uncertainty ~~during~~regarding the ~~three~~total ~~months~~consideration to be returned to the BLT investors pursuant to ~~ended~~the ~~June~~SEC 30Order, ~~2022.~~as ~~The~~well ~~difference~~as ~~between~~management’s ~~the~~ability ~~two~~to ~~periods~~successfully ~~was~~resolve the ~~realized~~other ~~capital~~factors ~~gains~~discussed ~~from~~above, raise substantial doubt about the ~~sale~~Company’s ability to continue as a going concern. For additional information, see “Note 1 – Description of ~~Ethereum~~Organization byand Business Operations” to the ~~Company~~notes to our consolidated financial information.

~~We incurred net losses of~~Transactions ~~$3.9~~with ~~million~~Related ~~during the nine months ended June 30, 2023. Additionally, we used cash in operations of $9.4 million during the nine months ended June 30, 2023.~~Parties

14At present, all of our Managers are executive officers, and all of our executive officers are Managers. Our Managers do not receive compensation from the Company in connection with their services as Managers. We have entered into consulting agreements with Mr. Ryan D. Faber, our Chief Executive Officer and Manager, and Ms. Diana J. Bushard, our Chief Legal Officer and Manager, in connection with their service as our executive officers. Other than Mr. Steven P. Mullins, who is an employee of the Company and our Chief Financial Officer and Manager, our executive officers are third-party consultants, and provide their services to the Company pursuant to consulting agreements with the Company. For more information on the contents of these agreements, see “Item 11. Executive Compensation - Compensation Arrangements of Certain Current Executive Officers” in our Annual Report for the year ended September 30, 2023.

~~Going Concern~~14

~~The accompanying consolidated~~Summary ~~financial~~of ~~statements~~Cash ~~have~~Flows ~~been~~for ~~prepared in conformity with U.S. GAAP and Securities and Exchange Commission regulations, assuming~~ the ~~Company~~ ~~will~~Three ~~continue~~Months asEnded aDecember ~~going concern. In evaluating the Company’s ability to continue as a going concern~~31, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued on September 18, 2023. ~~Management considered the Company’s current financial condition~~ and potential liquidity sources, including current funds available, forecasted future cash flows (or lack thereof) and the Company’s conditional and unconditional obligations due before 12 months from the issuance of the Company’s financial statements up to September 18, 2024.2022

The ~~Company did not generate~~ ~~any~~following ~~revenue~~summarizes ~~from~~our ~~operations~~sources ~~for the nine months ended June 30, 2023~~ and ~~incurred~~uses ~~a net loss~~ of ~~approximately~~cash ~~$3.9 million~~ for the ~~nine months~~periods ~~ending~~indicated ~~June~~(in 30, 2023, and is currently dependent upon proceeds from the sale of digital assets to fund its development of the Platform. In consideration of the SEC Order and corresponding requirement to complete the claims and registration process to compensate the BLT investors, as well as the total possible penalty that would be due to the SEC if the Company fails to complete claims and registration processes, management of the Company believes that its current financial resources may not be sufficient to fulfill these requirements due to uncertainty around the total amount of consideration that BLT purchasers may ultimately claim and/or whether the Company will be able to complete the claims and registration processes to the SEC’s satisfaction such that the SEC does not impose the springing penalty.thousands):

We plan to raise additional capital through debt or equity financing, which may include the issuance of one or more convertible notes or raising additional funds from existing investors (either through debt or equity). However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or that any such funding will provide the Company with sufficient funds to meet its objectives.

	For the Three Months Ended December 31,
	2023			2022
Net cash used in operating activities	$	(981	)	$	(731	)
Net change in cash, cash equivalents and restricted cash	$	(981	)	$	(731	)

~~The Company’s ability~~Operating to raise capital through the future issuance of additional debt or equity is unknown. Obtaining additional financing, the successful development of the Bloom Platform, and the Company’s transition, ultimately, to the attainment of profitable operations are necessary for continued operations. Uncertainty regarding the total consideration to be returned to the BLT investors pursuant to the SEC Order, as well as management’s ability to successfully resolve the other factors discussed above, raise substantial doubt about the Company’s ability to continue as a going concern. For additional information, see “Note 1 – Description of Organization and Business Operations” to the notes to our consolidated financial information.Activities

~~Transactions~~Net ~~with~~cash ~~Related~~used ~~Parties~~in operating activities increased by approximately $0.3 million from approximately $(0.7) million for the three months ended December 31, 2022 to approximately $(1.0) million for the three months ended December 31, 2023. This increase is attributed to a reduction in accrued liability for member distribution of approximately $0.3 million for the three month period ended December 31, 2023 versus the three month period ended December 31, 2022 offset by an increase in accrued expenses of approximately $0.2 million for the three month period ended December 31, 2023 versus the three month period ended December 31, 2022.

~~On July 18, 2022, we entered~~Limited ~~into~~Business aHistory; ~~promissory~~Need note agreement with Jesse J. Leimgruber, one of our Founders and shareholders, pursuant to which we loaned to Mr. Leimgruber an aggregate principal amount of $2.6 million payable in U.S. dollars (the “Leimgruber Note”). The Leimgruber Note bears interest at 3.17 percent per annum, compounded monthly and has a stated maturity date of the earlier to occur of either (i) July 18, 2027, or (ii) a “Liquidity Event” as such term is defined in the amended and restated 2019 Equity Incentive Plan adopted by the Company’s Board on August 11, 2021 (as amended, the “2019 Plan”). Concurrently, we entered into an equity pledge agreement with Mr. Leimgruber (the “Leimgruber Equity Pledge Agreement”), pursuant to which all of Mr. Leimgruber’s ownership interest in the Company (a total of 2,250 Shares), including any dividend or distribution or otherwise that may be received in respect of the pledged Shares, were pledged as collateral for ~~the~~Additional Leimgruber Note. At the time that the Leimgruber Note was executed, Mr. Leimgruber was a Manager of the Company, but was removed as a Manager and from all positions with the Company and all of our subsidiaries effective as of May 11, 2023. As of September 30, 2022, the Company determined that the collectability of the carrying value of the note receivable, including the collateralized shares of the Company, was not probable and recorded a loss on impairment. For additional information, see “Note 9 – Related Party Transactions” to the notes to our audited consolidated financial statements.Capital

15We have a limited operating history. Proceeds from the Company’s Token Sale are still being used to fund operations. The Company is at risk when the proceeds from the Company’s Token Sale run out and the Company must rely on its operations to fund the Company.

~~Summary~~For ofrisks ~~Cash~~associated ~~Flows~~with this, ~~for~~see “Risks Factors—Risks Related to Company and Business—We may need to secure financing in the ~~Nine~~future ~~Months~~and ~~Ended~~our ~~June~~ability to secure future financing is uncertain” in our Annual Report for the year ended September 30, 2023 ~~and 2022~~.

~~The following summarizes our~~Tax ~~sources and uses of cash for the periods indicated (in thousands):~~Liability

	For the Nine Months Ended June 30,
	2023			2022
Net cash used in operating activities	$	(3,483	)	$	(6,650	)
Net cash provided in investing activities		-			5,196
Net change in cash, cash equivalents and restricted cash	$	(3,483	)	$	(1,454	)

We accrued a tax liability to the IRS pursuant to our 2019 federal income tax return of approximately $3.6 million, which the Company agreed to pay to the IRS in annual installments over 8 years. As of December 31, 2023 (unaudited), and as of September 30, 2023, the remaining balance of the 2019 tax liability was approximately $2.2 million and $2.2 million, respectively, and is included along with our other income tax payables incurred subsequent to 2019 within the income tax payable financial statement line item on our condensed consolidated balance sheets.

~~Operating~~Critical ~~Activities~~Accounting Estimates

~~Net~~The ~~cash~~preparation ~~used~~of ~~in operating~~financial ~~activities~~statements ~~decreased~~in ~~$3.2~~conformity ~~million~~with ~~to $3~~U.5S. ~~million~~GAAP ~~for~~requires ~~the~~management ~~nine~~to ~~months~~make ~~ended~~estimates ~~June~~and ~~30,~~assumptions ~~2023~~that ~~from~~affect ~~$6.7 million for~~ the ~~nine~~reported ~~months~~amounts ~~ended~~of assets ~~June~~and ~~30,~~liabilities ~~2022.~~and ~~The~~disclosure ~~main~~of ~~element~~contingent ofassets ~~this~~and ~~change~~liabilities ~~was~~at the ~~net~~date ~~loss~~ of ~~$3.9 million for~~ the ~~nine~~condensed ~~months~~consolidated ~~ended~~financial ~~June~~statements ~~30, 2023 versus a net income~~and ~~of $0.5 million for~~ the ~~nine~~reported ~~months~~amounts ~~ended~~of ~~June~~expenses ~~30,~~during ~~2022. Other changes were driven by no realized gains from~~ the ~~exchange~~reporting ~~of digital assets from 2023, versus $5~~period.0 ~~million of gains in 2022.~~ The ~~income~~most ~~tax~~significant ~~benefit~~estimates ~~was~~inherent ~~$1.2 million~~ in ~~2023~~the ~~versus~~preparation ~~$0.2~~of ~~million~~the ~~in 2022. Accounts~~Company’s ~~Payable~~condensed ~~changed~~consolidated ~~from~~financial ~~$0.3~~statements ~~million~~include, inbut ~~2023~~are ~~versus~~not ~~($0.2)~~limited ~~million~~to, inestimates ~~2022.~~of ~~Accrued~~interest ~~Liabilities~~payable ~~for~~on ~~member~~the ~~distributions~~token ~~changed~~sale ~~from $0.5~~liability, ~~million~~among ~~in 2023 versus ($0~~others.~~3) million in 2022. Income Tax Payable changed from ($0.1) million in 2023 versus ($1.1) million in 2022.~~

~~Investing Activities~~15

~~Net cash used in investing~~Digital activities were nil and approximately $5.2 million during the nine months ended June 30, 2023 and 2022, respectively. The activity during the nine months ended June 30, 2022 was due entirely to proceeds from the exchange of ETH.Assets

~~Limited~~Digital ~~Business~~assets, ~~History;~~consisting entirely ~~Need~~of ~~for~~ETH, ~~Additional Capital~~are included in current assets on our condensed consolidated balance sheets.

WeDigital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, we have the option to first perform a ~~limited~~qualitative ~~operating~~assessment to determine whether it is more likely than not ~~history~~that an impairment exists. ~~Proceeds~~If ~~from~~it ~~the~~is ~~Company’s~~determined ~~Token~~that ~~Sale~~it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If management concludes otherwise, we are ~~still~~required ~~being~~to ~~used~~perform a quantitative impairment test. Management has elected to ~~fund~~bypass ~~operations~~the optional qualitative impairment assessment and to track ETH activity daily for impairment assessment purposes. ~~The~~Management determines ~~Company~~the isfair atvalue ~~risk~~of ~~when~~ETH on a nonrecurring basis in accordance with ASC 820, based on the ~~proceeds~~lowest intra-day market price of ETH. ~~from~~Management performs an analysis each day to identify whether events or changes in circumstances, principally decreases in the ~~Company’s~~quoted price ~~Token~~of ~~Sale~~ETH ~~run~~on ~~out~~the active trading platform, indicate that it is more likely than not that our ETH are impaired. The excess, if any, of the carrying amount of ETH and the ~~Company~~lowest ~~must~~daily ~~rely~~trading onprice ~~its~~of ~~operations~~ETH torepresents ~~fund~~a recognized impairment loss. To the ~~Company~~extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. We account for sales and exchanges of ETH in accordance with the first in first out method of accounting.

~~For risks associated with~~Income ~~this,~~Taxes ~~see “Risks Factors—Risks Related to Our Business, Industry and Operations—We may need to raise additional capital, which may not be available on terms acceptable to us, or at all.”~~

~~Tax~~The Company ~~Liability~~records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.

WeThe Company ~~accrued~~accounts afor uncertain tax ~~liability to~~positions ~~the~~in ~~IRS~~accordance ~~pursuant~~with tothe ~~our~~provisions ~~2019~~of ~~federal~~ASC ~~income~~740, ~~tax~~Income ~~return~~Taxes of(“ASC $3740”).6 When ~~million,~~uncertain ~~which~~tax positions exist, the Company ~~agreed~~recognizes tothe ~~pay~~tax benefit of tax positions to the ~~IRS~~extent inthat ~~annual~~the ~~installments~~benefit would more ~~over~~likely 8than ~~years.~~not Asbe ofrealized ~~June~~assuming ~~30,~~examination ~~2023,~~by ~~and~~the astaxing ofauthority. ~~September~~The ~~30,~~determination ~~2022~~as ~~and~~to ~~2021,~~whether the ~~remaining~~tax ~~balance~~benefit ofwill ~~the~~more ~~2019~~likely than ~~tax~~not ~~liability~~be ~~was~~realized ~~approximately $2.1~~is ~~million,~~based ~~$2.7~~upon ~~million~~the ~~and~~technical ~~$3.0~~merits ~~million,~~of ~~respectively,~~the ~~and~~tax isposition ~~included~~as ~~along~~well ~~with~~as ~~our~~consideration ~~other~~of ~~income~~the ~~tax~~available ~~payables~~facts ~~incurred~~and ~~subsequent~~circumstances toThe ~~2019~~Company’s ~~within~~policy ~~the~~is ~~income~~to ~~tax~~record ~~payable~~interest ~~financial~~and ~~statement~~penalties, ~~line~~if ~~item~~any, onas ~~our~~part ~~consolidated~~of ~~balance~~income ~~sheets~~tax expense.

~~Critical Accounting Estimates~~Revenue recognition

~~The~~We recognize ~~preparation~~revenue ~~of financial~~under ~~statements~~ASC in606, ~~conformity~~Revenue from Contracts with UCustomers.S. ~~GAAP~~The ~~requires~~core ~~management~~principle toof ~~make~~the ~~estimates~~revenue ~~and~~standard ~~assumptions~~is that ~~affect~~a ~~the reported~~company ~~amounts~~should ofrecognize ~~assets~~revenue ~~and~~to ~~liabilities~~depict ~~and disclosure of contingent assets and liabilities at~~ the ~~date~~transfer of ~~the~~promised ~~condensed~~goods ~~consolidated financial~~or ~~statements~~services ~~and~~to ~~the~~customers ~~reported~~in ~~amounts~~an ofamount ~~expenses~~that ~~during~~reflects the ~~reporting period. The most significant estimates inherent in~~consideration ~~the~~to ~~preparation~~which of the Company’s ~~consolidated~~expects ~~financial statements include, but are not limited~~ to, ~~those~~be ~~related~~entitled toin ~~the valuation~~exchange ~~allowance~~ for ~~the~~those ~~note~~goods ~~receivable~~or ~~and~~services. ~~estimates~~The offollowing ~~interest~~five ~~payable~~steps onare ~~the~~applied ~~token~~to ~~sale~~achieve that ~~liability,~~core ~~among others.~~principle:

16● Step 1: Identify the contract with the customer;

~~Digital~~● ~~Assets~~Step 2: Identify the performance obligations in the contract;

~~Digital~~● ~~assets,~~Step ~~consisting entirely~~3: ofDetermine ~~ETH,~~the ~~are~~transaction ~~included in current assets on our consolidated balance sheets.~~price;

~~Digital~~● ~~assets~~Step ~~held~~4: ~~are~~Allocate accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the ~~indefinite-lived~~transaction asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If management concludes otherwise, we are required to perform a quantitative impairment test. Management has elected to bypass the optional qualitative impairment assessment and to track ETH activity daily for impairment assessment purposes. Management determines the fair value of ETH on a nonrecurring basis in accordance with ASC 820, based on the lowest intra-day market price ~~of ETH. Management performs an analysis each day~~ to ~~identify whether events or changes in circumstances, principally decreases in~~ the ~~quoted~~performance ~~price~~obligations of ETH on the active trading platform, indicate that it is more likely than not that our ETH are impaired. The excess, if any, of the carrying amount of ETH and the lowest daily trading price of ETH represents a recognized impairment loss. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. We account for sales and exchanges of ETH in ~~accordance with~~ the ~~first in first out method of accounting.~~contract;

~~Income~~● ~~Taxes~~Step 5: Recognize revenue when the company satisfies a performance obligation.

~~The~~In order ~~Company~~to ~~records~~identify the performance obligations in a ~~provision for~~contract ~~income~~with ~~taxes~~a ~~for~~customer, a company must assess the ~~anticipated~~promised ~~tax~~goods ~~consequences~~or ofservices in the ~~reported~~contract ~~results~~and ofidentify ~~operations~~each ~~using~~promised ~~the~~good ~~asset~~or ~~and~~service ~~liability~~that ~~method~~is distinct. ~~Deferred~~A performance obligation meets ASC 606’s definition of ~~income~~a ~~taxes~~“distinct” ~~are~~good ~~recognized~~or byservice ~~applying~~(or ~~enacted~~bundle ~~statutory~~of ~~tax~~goods ~~rates~~or ~~applicable~~services) toif ~~future~~both ~~years~~of tothe ~~differences~~following ~~between~~criteria are met: the ~~financial~~customer ~~statement~~can ~~carrying~~benefit ~~amounts~~from ofthe ~~existing~~good ~~assets~~or ~~and~~service ~~liabilities~~either ~~and~~on ~~their~~its ~~respective~~own ~~tax~~or ~~bases,~~together aswith ~~well~~other asresources ~~net~~that ~~operating~~are ~~loss~~readily ~~and~~available ~~tax~~to ~~credit~~the ~~carryforwards~~customer (i.e., ~~The~~the ~~effect~~good onor ~~deferred~~service ~~tax~~is ~~assets~~capable ~~and liabilities~~ of abeing ~~change~~distinct), inand ~~tax~~the ~~rates~~entity’s ispromise ~~recognized~~to intransfer ~~income in~~ the ~~period~~good ~~that~~or ~~includes~~service to the ~~enactment~~customer is ~~date.~~separately ~~The~~identifiable ~~measurement~~from ofother ~~deferred~~promises ~~tax~~in ~~assets~~the iscontract ~~reduced~~(i.e., ifthe ~~necessary,~~promise byto atransfer ~~valuation~~the ~~allowance~~good ~~for~~or ~~any~~service ~~tax~~is ~~benefits~~distinct ~~for~~within ~~which future~~the ~~realization~~context isof ~~uncertain~~the contract).

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, Income Taxes (“ASC 740”). When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances The Company’s policy is to record interest and penalties, if any, as part of income tax expense.16

~~Revenue~~If a ~~recognition~~ good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized as the performance obligation is satisfied over time.

~~We recognize revenue under~~Management ~~ASC~~judgment ~~606,~~is ~~Revenue~~required ~~from~~when ~~Contracts~~determining ~~with Customers. The core principle of~~ the ~~revenue~~following: ~~standard~~when ~~is that~~ a ~~company should recognize revenue to depict the transfer of~~ promised ~~goods~~service ortransfers ~~services~~ to ~~customers in an amount that reflects~~ the ~~consideration~~customer; toand ~~which~~ the ~~Company~~applicable ~~expects~~method of tomeasuring beprogress ~~entitled in exchange~~ for ~~those goods or~~ services. ~~The~~transferred ~~following five steps are applied~~ to ~~achieve~~the ~~that~~customer ~~core~~over ~~principle:~~time.

~~● Step 1: Identify the contract with the customer;~~Share-based Compensation

●Share-based compensation ~~Step~~includes 2:compensation ~~Identify~~expense for restricted stock unit (“RSU”) and phantom stock unit (“PSU”) awards granted to employees, consultants and advisors and is measured on the ~~performance~~grant ~~obligations~~date based on the fair value of the award. The fair value of RSU and PSU awards is measured based upon the estimated fair value of our membership shares on the date of grant. The assumptions used in calculating the ~~contract;~~fair value of our membership shares are management’s best estimates and involve inherent uncertainties and the application of management’s judgment. We account for forfeitures as they occur. Our RSU and PSU awards are subject to two vesting requirements that must both be satisfied in order for the awards to vest, the first of which is a service-based condition, and the second vesting condition is contingent upon a liquidity event. Management has determined that a liquidity event is not probable. Due to the presence of a vesting condition for all of our issued RSU and PSU awards that is contingent upon a liquidity event not considered probable by management, we have recognized no compensation expense for our issued share-based compensation awards.

●Settlement Order ~~Step~~and 3:Claims ~~Determine the transaction price;~~Process

●On August ~~Step~~9, 4:2022, ~~Allocate~~we entered into the ~~transaction~~SEC ~~price~~Order related to the ~~performance~~determination ~~obligations~~by the SEC that BLT were “securities” under the Securities Act. In conjunction with the SEC Order, parties who obtained BLT from the Company between November 14, 2017 and January 2, 2018 (the “Potential BLT Claimants”) are entitled to a refund in the ~~contract;~~amount of consideration paid, plus interest, less the amount of any income received thereon, or for damages if the purchaser no longer owns the BLT. The Company calculated the estimated interest for the total outstanding Token Sale liability balance using the applicable federal rates published by the Internal Revenue Service. The Company has distributed the claims form by electronic means in accordance with the SEC Order. The Potential BLT Claimants must submit claims by the February 4, 2024 claim form deadline (the “Claim Form Deadline”). Any amounts to be refunded will be paid in U.S. Dollars.

●The ~~Step~~total 5:amount ~~Recognize~~received in ~~revenue~~our ~~when~~Token Sale from the ~~company~~Potential ~~satisfies~~BLT Claimants was approximately $32.3 million which, upon receipt, was recorded as a ~~performance~~liability ~~obligation~~in the accompanying condensed consolidated balance sheets. The total payments related to the claims process could exceed the liability reported in our condensed consolidated balance sheets, however, a reasonable estimate of the possible losses or range of possible losses cannot be made at this time. The Company believes that, so long as we are in compliance with the SEC Order, the maximum amount payable is the amount received in our Token Sale, less amounts previously refunded (totaling approximately 50 ETH in a single refund in August 2018) plus interest. We cannot predict with certainty the amount that we may be required to pay to Potential BLT Claimants.

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).17

17No claims will be paid prior to the Claim Form Deadline. Subsequent to the Claim Form Deadline, the Company will begin to pay all valid refund claims. If the Company has a sufficient amount of cash on hand, all valid refund claims will be paid in full. If the Company does not have a sufficient amount of cash on hand to pay all valid refund claims, depending on the cash shortfall, the Company intends to seek funding from outside investors (either through the sale of additional equity or otherwise) or seek debt financing from third-party lenders. In this case, all valid refund claims will be partially paid, on a pro rata basis, until we can obtain additional financing, and all unpaid amounts will continue to accrue interest until paid in full. Such additional financing (whether debt or equity) may not be available on favorable terms, or at all, and could increase the Company’s debt balance and result in significant expense to the Company.

~~If a good or service is not~~In ~~distinct,~~ the ~~good~~event orwe ~~service~~are isunable ~~combined~~to ~~with~~raise ~~other~~additional ~~promised~~debt ~~goods~~ or ~~services~~equity ~~until~~financing, awe ~~bundle~~may ofhave ~~goods or services is identified that is distinct. The transaction price is the amount of consideration~~ to ~~which~~cease anoperations, ~~entity expects to be entitled~~ in ~~exchange~~which ~~for~~case ~~transferring promised~~we goods or services to a customer. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized as the performance obligation is satisfied over time.may:

~~Management~~● ~~judgment~~file isa ~~required when~~petition ~~determining~~for ~~the~~bankruptcy ~~following:~~in ~~when~~U.S. Bankruptcy Court under Chapter 7, whereby a ~~promised~~trustee ~~service~~will ~~transfers~~be appointed to ~~the~~sell ~~customer;~~off our assets, and the ~~applicable~~money ~~method~~will ofbe ~~measuring~~used ~~progress~~to ~~for services~~pay ~~transferred~~off our debts according to their statutory priority. Refund claims of BLT holders will not have any greater priority than the ~~customer~~Company’s ~~over~~other ~~time.~~unsecured creditors, and such priority may be lower; or

~~Share-based~~● ~~Compensation~~file a petition for bankruptcy in U.S. Bankruptcy Court under Chapter 11 to restructure our debt, including our liability to BLT holders seeking a refund claim. Refund claims of BLT holders will not have any greater priority than the Company’s other unsecured creditors, and such priority may be lower. The Chapter 11 reorganization plan would describe the rights of BLT holders and what holders can be expected to receive, if anything, from the Company.

~~Share-based compensation includes~~While ~~compensation~~we ~~expense~~are ~~for~~uncertain ~~restricted~~whether ~~stock~~any ~~unit~~U.S. ~~(“RSU”)~~Bankruptcy ~~and~~Court ~~phantom~~has ~~stock~~rendered ~~unit~~any ~~(“PSU”)~~decision ~~awards~~with ~~granted~~respect to ~~employees, consultants and advisors and is measured on~~ the ~~grant~~treatment ~~date based on the fair value~~ of ~~the~~tokens ~~award.~~or ~~The~~digital ~~fair value of RSU and PSU awards~~assets isanalogous ~~measured~~to ~~based~~BLT ~~upon the estimated fair value of our membership shares on the date of grant. The assumptions used~~ in ~~calculating~~a ~~the fair~~bankruptcy ~~value~~context, ofwe ~~our~~believe ~~membership~~BLT ~~shares~~should ~~are~~not ~~management’s~~be ~~best~~viewed ~~estimates~~as ~~and~~analogous ~~involve~~to ~~inherent~~more ~~uncertainties~~traditional ~~and~~securities ~~the application of management’s judgment~~(i. ~~We account for forfeitures as they occur~~e., ~~Our RSU and PSU awards are subject to two vesting requirements that must both be satisfied~~capital instock, ~~order~~warrants, ~~for~~etc.) ~~the~~as ~~awards~~BLT tocurrently ~~vest,~~lack the ~~first~~traditional features of ~~which~~such issecurities. aFor ~~service-based condition~~example, ~~and~~BLT ~~the~~do ~~second~~not ~~vesting~~currently ~~condition~~convey ~~is contingent upon~~any adividend, ~~liquidity~~distribution, ~~event.~~voting, ~~Management~~liquidation ~~has~~or ~~determined~~preemption ~~that~~rights ato ~~liquidity~~their ~~event is not probable~~holders. ~~Due~~Similarly, toBLT ~~the~~holders ~~presence~~have ofno aproperty, ~~vesting~~license ~~condition for all~~or ofother ~~our~~right ~~issued~~whatsoever ~~RSU~~with ~~and~~respect ~~PSU~~to ~~awards~~any software that isnow ~~contingent~~exists ~~upon~~or amay ~~liquidity~~ever ~~event~~be ~~not~~developed ~~considered probable~~ by ~~management,~~the ~~we have recognized no compensation expense for our issued share-based compensation awards~~Company.

~~Settlement~~In addition, ~~Order~~if certain holders of BLT affirmatively reject or fail to accept the offer pursuant to the claims process, they may have a right under the Securities Act after the expiration of the claims process. Consequently, should any offerees reject the offer pursuant to the claims process, expressly or by failing to timely return a claim, we may continue to be potentially liable under the Securities Act for the purchase price or for certain losses if the BLT have been sold. It may also be possible that by not disclosing that the BLT were unregistered, and ~~Claims~~that ~~Process~~they may face resale or other limitations, we may face contingent liability for noncompliance with applicable federal and state securities laws. Additionally, the Company may be required to pay additional fines, penalties or other amounts in other jurisdictions. See “Part II. Item 1. Legal Proceedings” for additional information.

~~On August 9, 2022, we entered~~Recently ~~into~~Issued the SEC Order related to the determination by the SEC that BLT were “securities” under the Securities Act. In conjunction with the SEC Order, parties who obtained BLT from the Company between November 14, 2017 and ~~January~~Adopted 2,Accounting 2018 (the “Potential BLT Claimants”) are entitled to a refund in the amount of consideration paid, plus interest, less the amount of any income received thereon, or for damages if the purchaser no longer owns the BLT. The Company calculated the estimated interest for the total outstanding Token Sale liability balance using the applicable federal rates published by the Internal Revenue Service. The SEC Order requires the Company to distribute by electronic means claim forms to the Potential BLT Claimants within 60 days of the filing of this Registration Statement or the date seven days after the Registration Statement becomes effective, whichever is sooner. The Potential BLT Claimants must submit claims by the claim form deadline, which deadline will be the earlier of three) months from the date that the SEC’s Division of Corporation Finance (the “Division”) notifies the Company that the SEC’s review of this Registration Statement has been concluded or six months from the date that this Registration Statement becomes effective (the “Claim Form Deadline”). Any amounts to be refunded will be paid in U.S. Dollars.Pronouncements

The ~~total~~Company ~~amount received~~has inevaluated ~~our~~all ~~Token~~recently ~~Sale~~issued ~~from~~accounting ~~the~~pronouncements ~~Potential~~and ~~BLT~~believes ~~Claimants~~such ~~was~~pronouncements ~~approximately~~do ~~$32.3~~not ~~million~~have ~~which,~~a ~~upon~~material ~~receipt,~~effect ~~was~~on ~~recorded as a liability in~~ the Company’s ~~accompanying~~condensed consolidated ~~balance~~financial ~~sheets~~statements. ~~The~~See ~~total~~“Note ~~payments~~2 ~~related~~– toBasis ~~the~~of ~~claims process could exceed the liability reported in our consolidated balance sheets~~Presentation, ~~however,~~Summary ~~a reasonable estimate~~ of ~~the possible losses or range of possible losses cannot be made at this~~ ~~time.~~Significant ~~The~~Accounting ~~Company~~Policies ~~believes~~and ~~that,~~Recent soAccounting ~~long~~Pronouncements” asto ~~we are in compliance with the SEC Order, the maximum amount payable is the amount received in~~ our ~~Token~~condensed ~~Sale,~~consolidated ~~less~~financial ~~amounts previously refunded (totaling approximately 50 ETH in a single refund in August 2018) plus interest. We~~statements ~~cannot~~for ~~predict~~additional ~~with certainty the amount that we may be required to pay to Potential BLT Claimants~~information.

No claims will be paid prior to the Claim Form Deadline. Subsequent to the Claim Form Deadline, the Company will begin to pay all valid refund claims. If the Company has a sufficient amount of cash on hand, all valid refund claims will be paid in full. If the Company does not have a sufficient amount of cash on hand to pay all valid refund claims, depending on the cash shortfall, the Company intends to seek funding from outside investors (either through the sale of additional equity or otherwise) or seek debt financing from third-party lenders. In this case, all valid refund claims will be partially paid, on a pro rata basis, until we can obtain additional financing, and all unpaid amounts will continue to accrue interest until paid in full. Such additional financing (whether debt or equity) may not be available on favorable terms, or at all, and could increase the Company’s debt balance and result in significant expense to the Company.18

18ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~In the event we are unable~~As toa ~~raise~~smaller ~~additional~~reporting ~~debt~~company, orthe ~~equity~~Company ~~financing,~~is wenot ~~may~~required ~~have~~ to ~~cease~~provide ~~operations,~~the ininformation ~~which~~required ~~case~~by wethis ~~may:~~Item.

~~● file a petition for bankruptcy in U~~ITEM 4.S. ~~Bankruptcy~~CONTROLS ~~Court~~AND ~~under~~PROCEDURES Chapter 7, whereby a trustee will be appointed to sell off our assets, and the money will be used to pay off our debts according to their statutory priority. Refund claims of BLT holders will not have any greater priority than the Company’s other unsecured creditors, and such priority may be lower; or

~~● file a petition for bankruptcy in U.S. Bankruptcy Court under Chapter 11 to restructure our debt, including our liability to BLT holders seeking a refund claim. Refund claims~~ Evaluation of ~~BLT~~Disclosure ~~holders~~Controls ~~will not have any greater priority than the Company’s other unsecured creditors,~~ and ~~such priority may be lower. The Chapter 11 reorganization plan would describe the rights of BLT holders and what holders can be expected to receive, if anything, from the Company.~~Procedures

~~While~~Disclosure wecontrols ~~are~~and ~~uncertain whether~~procedures ~~any~~are ~~U.S.~~controls ~~Bankruptcy~~and ~~Court~~other ~~has~~procedures ~~rendered~~that ~~any~~are ~~decision~~designed ~~with respect~~ to ~~the~~ensure ~~treatment~~that ofinformation ~~tokens~~required ~~or digital assets analogous~~ to ~~BLT in a bankruptcy context, we believe BLT should not~~ be ~~viewed~~disclosed asby ~~analogous~~our toCompany ~~more~~is ~~traditional~~recorded, ~~securities (i.e.~~processed, summarized ~~capital~~and ~~stock,~~reported ~~warrants,~~within ~~etc.)~~the astime ~~BLT currently~~periods ~~lack~~specified in the ~~traditional~~rules ~~features~~and forms of ~~such~~the ~~securities. For example~~SEC, ~~BLT~~and dothat ~~not~~such ~~currently~~information ~~convey~~is ~~any~~collected ~~dividend, distribution, voting,~~and ~~liquidation~~communicated ~~or preemption rights~~ to ~~their holders. Similarly~~management, ~~BLT~~including ~~holders~~our ~~have~~Chief noExecutive ~~property,~~Officer ~~license~~and orChief ~~other~~Financial ~~right~~Officer, ~~whatsoever~~as ~~with~~appropriate, ~~respect~~ to ~~any~~allow ~~software~~timely ~~that~~decisions regarding ~~now~~required ~~exists or may ever be developed by the Company~~disclosure.

InThe ~~addition~~Company’s management evaluated, ifwith ~~certain~~the ~~holders~~ participation of ~~BLT~~the ~~affirmatively~~Company’s ~~reject~~principal orexecutive ~~fail~~and toprincipal ~~accept~~financial officers, the ~~offer~~effectiveness ~~pursuant~~of to the Company’s ~~claims~~disclosure ~~process,~~controls ~~they~~and ~~may~~procedures ~~have~~(as adefined ~~right~~in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~Exchange Act ~~after~~), ~~the~~as ~~expiration~~ of ~~the~~December 31, ~~claims process~~2023. The ~~Consequently,~~management ~~should~~recognized that any ~~offerees~~controls ~~reject~~and ~~the~~procedures, ~~offer~~no ~~pursuant~~matter tohow ~~the~~well ~~claims~~designed ~~process~~and operated, ~~expressly~~can provide only orreasonable byassurance ~~failing~~of toachieving ~~timely~~the ~~return~~desired acontrol ~~claim~~objectives, weas ~~may~~ours ~~continue~~are designed to bedo, ~~potentially~~and ~~liable~~management ~~under~~necessarily ~~the~~was ~~Securities~~required to ~~Act~~apply ~~for~~its ~~the~~judgment ~~purchase~~in ~~price~~evaluating orthe ~~for certain~~cost-benefit ~~losses~~relationship ifof ~~the~~possible ~~BLT~~controls ~~have~~and ~~been sold~~procedures. ItBased ~~may~~on ~~also~~their beevaluation, ~~possible~~management has ~~that~~concluded ~~by not disclosing~~ that the ~~BLT~~Company’s ~~were~~disclosure ~~unregistered,~~controls and ~~that~~procedures ~~they may~~were ~~face~~not ~~resale or other limitations~~effective, weat ~~may~~the ~~face~~reasonable ~~contingent~~assurance ~~liability~~level, ~~for~~as ~~noncompliance with applicable federal and state securities~~of ~~laws.~~December ~~Additionally~~31, ~~the~~2023, ~~Company~~due ~~may be required~~ to ~~pay~~material ~~additional~~weaknesses ~~fines, penalties or other amounts~~ in ~~other~~our ~~jurisdictions.~~internal ~~See~~controls ~~“Part II.~~over ~~Item~~financial 1reporting. ~~Legal~~The ~~Proceedings”~~material ~~for~~weaknesses ~~additional~~are ~~information.~~as follows:

~~Recently~~● ~~Issued~~insufficient accounting and ~~Adopted~~financial ~~Accounting~~reporting ~~Pronouncements~~personnel

~~The~~● ~~Company~~inadequate ~~has~~segregation ~~evaluated all recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s financial statements. See “Note Basis~~ of ~~Presentation,~~duties; ~~Summary of Significant Accounting Policies~~ and ~~Recent Accounting Pronouncements” to our Consolidated Financial Statements for additional information.~~

19● inadequate application of accounting procedures.

~~ITEM~~Limitations on 3.Controls ~~QUANTITATIVE~~and ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Procedures

AsIn designing aand ~~smaller~~evaluating ~~reporting~~our ~~company~~disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter ~~the~~how ~~Company~~well isconceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to ~~provide~~apply its judgment in evaluating the ~~information~~cost-benefit ~~required~~relationship byof ~~this~~possible ~~Item~~disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

~~ITEM~~Changes in 4.Internal ~~CONTROLS~~Control ~~AND~~over ~~PROCEDURES~~Financial Reporting

~~Evaluation~~There were no changes in our internal control over financial reporting during the three months ended December 31, 2023, which were identified in connection with management’s evaluation required by paragraph (d) of ~~Disclosure~~Rules ~~Controls~~13a-15 and ~~Procedures~~15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2023 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.19

~~Limitations on Controls and Procedures~~PART II

~~In designing and evaluating~~ITEM our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met1. ~~Additionally,~~ inLEGAL designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.PROCEEDINGS

~~Changes~~Information regarding reportable legal proceedings is contained in ~~Internal~~“Item ~~Control~~3. ~~over~~Legal ~~Financial~~Proceedings” ~~Reporting~~in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. There have been no material changes to the legal proceedings previously disclosed in the Registration Statement on Form 10-K for the fiscal year ended September 30, 2023.

~~There were no changes in our~~ITEM ~~internal~~1A. ~~control~~RISK ~~over~~FACTORS ~~financial reporting during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~

20There have been no material changes in the significant risk factors that may affect our business, results of operations or liquidity as described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Readers of this Quarterly Report should be aware that these risk factors and other information may not describe every risk facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations, or cash flow.

~~PART~~ITEM 2. IIUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM 1~~None. ~~LEGAL PROCEEDINGS~~

~~Information regarding reportable legal proceedings~~ITEM ~~is contained in “Item 8~~3. ~~Legal~~DEFAULTS ~~Proceedings”~~UPON inSENIOR ~~our~~SECURITIES ~~Registration Statement on Form 10, as amended. There have been no material changes to the legal proceedings previously disclosed in the Registration Statement on Form 10.~~

~~ITEM 1A~~None. ~~RISK FACTORS~~

~~There have been no material~~ITEM ~~changes in the significant risk factors that may affect our business, results of operations or liquidity as described in “Item 1A~~4. ~~Risk~~MINE ~~Factors”~~SAFETY ~~in our Registration Statement on Form 10, as amended.~~DISCLOSURES

~~ITEM 2~~None. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~None~~ITEM 5. OTHER INFORMATION

~~ITEM~~During 3.the ~~DEFAULTS~~quarter ~~UPON~~ended December ~~SENIOR~~31, ~~SECURITIES~~2023, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each such term is defined in Item 408(a) of Regulation S-K.

~~None.~~20

ITEM 4 6. ~~MINE~~EXHIBITS ~~SAFETY DISCLOSURES~~

~~None~~The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.

ITEM 5. OTHER INFORMATION

Exhibit Number		Description
3.1		Second Amended and Restated Limited Liability Company Operating Agreement of Bloom HoldCo LLC, effective as of May 11, 2023 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10, filed with the SEC on June 5, 2023).
4.1		Bloom Protocol, LLC, Terms and Conditions Relating to Token Sale, dated as of December 20, 2023 (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K, filed with the SEC on December 21, 2023).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Bloom HoldCo LLC Notice and Claim Form (incorporated by reference to Exhibit 99.1 to Bloom HoldCo LLC’s Registration Statement on Form 10, filed with the SEC on June 5, 2023, as amended (SEC File No. 000-56556)).
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as the Inline XBRL and contained in Exhibit 101).

~~During~~* ~~the~~Filed third quarter of 2023, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K)herewith.

21** Furnished herewith.

~~ITEM 6. EXHIBITS~~21

~~The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.~~SIGNATURES

Exhibit Number		Description
3.1		Second Amended and Restated Limited Liability Company Operating Agreement of Bloom HoldCo LLC, effective as of May 11, 2023 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10, filed with the SEC on June 5, 2023).
4.1		Bloom Protocol, LLC, Terms and Conditions Relating to Token Sale, dated as of November 15, 2017 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10, filed with the SEC on June 5, 2023).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as the Inline XBRL and contained in Exhibit 101).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February 13, 2024.

*Bloom ~~Filed~~HoldCo ~~herewith~~LLC By: /s/ Ryan D. Faber Name: Ryan D. Faber Title: Chief Executive Officer and Manager (Principal Executive Officer) By: /s/ Steven P. Mullins Steven P. Mullins Title: Chief Financial Officer and Manager (Principal Financial Officer and Principal Accounting Officer)

** Furnished herewith.22

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SIGNATURES

Bloom HoldCo LLC By: /s/ Ryan D. Faber Name: Ryan D. Faber Title: Chief Executive Officer and Manager (Principal Executive Officer) By: /s/ Steven P. Mullins Steven P. Mullins Title: Chief Financial Officer and Manager (Principal Financial Officer and Principal Accounting Officer)

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Filing Compare · Bloom HoldCo LLC