UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of Report (Date of earliest event reported): ~~January~~August 1514, 2025

Bloom HoldCo LLC

(Exact name of registrant as specified in its charter)

Delaware	000-56556	82-4706208
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PMBS 1387, 1000 Brickell Avenue, Suite 715

PMBS 1387, 1000 Brickell Avenue, Suite 715

Miami, FL

33131

(Address of principal executive offices)

(Zip Code)

Miami, FL 33131

(Address of principal executive offices, including zip code)

(850) 660-7301

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K ~~filing~~ filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2 below)~~:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 41.0102 ~~Change~~Termination inof ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On August 14, 2025, Bloom HoldCo LLC (the “Company”) published on its website, available at https://bloom.co/, a notice and a summary of changes to its Terms and Conditions Relating to Token Sale, dated as of December 20, 2023 (the “Terms & Conditions” and, as amended, the “Amended Terms & Conditions”). The Amended Terms & Conditions provide that (i) the Company may, at its sole discretion, terminate the Terms & Conditions in their entirety by providing written notice to token holders or by publishing such notice on the Company’s website or other public forum, and (ii) upon such termination, (a) the Terms & Conditions shall be deemed fully and finally terminated, and all rights, obligations, responsibilities, and liabilities of the Company and the Contributors (as defined in the Terms & Conditions) under the Terms & Conditions shall immediately cease and be of no further force or effect; (b) ~~Engagement~~all provisions of ~~New~~the ~~Independent~~Terms ~~Registered~~& Conditions, including those ~~Public~~that ~~Accounting~~would ~~Firm~~otherwise survive termination by operation of law or contract, are thereby expressly terminated, to the fullest extent permitted under applicable law; and (c) the Company shall have no continuing obligation to support, maintain, operate, or enable access to any platform, token, or related services, and token holders shall have no continuing rights, claims, or remedies arising from or in connection with the Terms & Conditions, the Bloom Project, or the BLT tokens. This would not apply to any rights or claims of token holders arising prior to the date hereof.

OnConcurrently ~~January~~with ~~15,~~publishing ~~2025, Bloom HoldCo LLC (~~the ~~“Company”)~~Amended Terms ~~engaged~~& ~~CBIZ~~Conditions ~~CPAs~~on ~~P.C.~~its ~~(“CBIZ”)~~website, as the Company’s ~~independent~~provided ~~registered~~a ~~public~~Notice ~~accounting~~of ~~firm~~Termination toof ~~audit~~Contractual Obligations (the ~~Company’s consolidated~~“Notice ~~financial~~of ~~statements~~Termination”) in ~~for~~accordance with the ~~year~~Amended ~~ending~~Terms ~~September~~& ~~30,~~Conditions ~~2024~~that was immediately effective.

~~During~~The ~~the~~foregoing ~~period~~summary ~~from September 30, 2022 through September 30, 2024, neither the Company, nor any party on behalf~~ of the ~~Company,~~Amended ~~consulted~~Terms ~~CBIZ regarding either (i) the application of~~& ~~accounting~~Conditions ~~principles~~and ~~to a specified transaction, either completed or proposed, or~~ the ~~type~~Notice of ~~audit~~Termination ~~opinion~~contained ~~that~~therein ~~might~~is bequalified ~~rendered~~in ~~on the~~its ~~Company’s~~entirety ~~financial~~by ~~statements,~~reference ~~and no written report or oral advice was provided~~ to the ~~Company~~full bytext ~~CBIZ~~of ~~that was an important factor considered by~~ the ~~Company~~Amended ~~in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter~~Terms ~~that~~& ~~was either the subject of a “disagreement~~Conditions,” ~~as defined in Item 304(~~a~~)(1)(iv)~~ copy of ~~Regulation~~which ~~S-K,~~is orattached ahereto ~~“reportable event,”~~ as ~~defined~~Exhibit in4.1 ~~Item~~and ~~304(a)(1)(v)~~incorporated ofherein ~~Regulations~~by ~~S-K~~reference.

~~SIGNATURES~~Item 8.01 Other Events.

~~Pursuant~~In toconnection with the ~~requirements~~Amended ofTerms ~~the~~& ~~Securities Exchange~~Conditions ~~Act~~and the Notice of ~~1934~~Termination, the ~~Registrant~~Board ~~has~~of ~~duly~~Managers ~~caused~~of ~~this~~the ~~report~~Company tois beconsidering ~~signed~~a onpotential ~~its~~dissolution, ~~behalf~~liquidation, byand ~~the~~wind-up ~~undersigned~~of its ~~hereunto~~business ~~duly~~and ~~authorized~~affairs.

	Bloom HoldCo LLC
Dated: January 21, 2025
	By:	/s/ Ryan D. Faber
		Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Bloom Protocol, LLC, Amendment to Terms & Conditions Relating to Token Sale (dated as of December 20, 2023), effective as of August 14, 2025, and Notice of Termination of Contractual Obligations.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

	Bloom HoldCo LLC

	By:	/s/ Ryan D. Faber
		Name:	Ryan D. Faber
		Title:	Chief Executive Officer

Dated: August 14, 2025

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