SecProbe.io

United States securities and exchange commission logo
July 10, 2023
Ryan D. Faber
Chief Executive Officer
Bloom HoldCo LLC
1000 Brickell Avenue, Suite 715
Miami, FL 33131
Re:Bloom HoldCo LLC
Registration Statement on Form 10-12G
Filed June 5, 2023
Amendment No. 1 to Registration Statement on Form 10-12G
Filed June 6, 2023
File No. 000-56556
Dear Ryan D. Faber:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G filed June 5, 2023 and Form 10-12G/A filed June 6, 2023
General
1.You disclose that pursuant to the SEC Order related to your BLT Token Sale, you are
subject to a contingent repurchase claims process liability of approximately $32.3 million,
you cannot predict with certainty the magnitude of this liability and you are unable to
reasonably estimate the number of valid claims that will be made, or the amount of
income received by purchasers from BLT sales that would reduce the amount payable by
you for a claim.  Please clarify your disclosure here and throughout your Form 10,
including in the notes to the consolidated financial statements that, if true, while you
cannot predict the ultimate settlement and or number of valid claims that will be made,
excluding interest due, the token sale liability is not expected to exceed approximately

 FirstName LastNameRyan D. Faber
 Comapany NameBloom HoldCo LLC
 July 10, 2023 Page 2
 FirstName LastNameRyan D. Faber
Bloom HoldCo LLC
July 10, 2023
Page 2
$32.3 million so long as you are in compliance with the SEC Order.
Business, page 1
2.Please move your Question and Answer section that begins on page 5 to the very
beginning of this section.
3.We note your disclosure related to the $1.5 million in revenue you recognized in each of
your 2020 and 2021 fiscal years.  Clarify here, if true, that this revenue producing
relationship has ended and you do not anticipate earning any further revenue from this
relationship.
4.Please include a discussion in this section that includes more detail regarding data
attestors.  At a minimum, please identify who serves in such a role, how they are
compensated, how are they verified, what safeguards you utilize to protect your users
from unauthorized use of personal information, and other key information.
5.Please add a subheading in this section after the Question and Answer section titled,
"Token Sale" that provides an overview of the Token Sale and a material description of
any intended uses or functionalities of the BLT when sold to purchasers in the ICO.  Also
please add a cross-reference to your risk factors regarding the specific risks of owning
BLT beginning on page 25.
Human Capital Resources, page 5
6.Indicate here whether the employees you identify work full-time or part-time.  If part-
time, indicate approximately how many hours a week they focus on your business.
Question: Do the BLT currently have any intrinsic value or use?, page 6
7.We note your disclosure here and elsewhere that BLT's only value is "as a method of
payment for services offered through our Platform."  However, on page 25 you indicate
that the services for which BLT can be used "as a method of payment" are "services
presently available to users free of charge."  Therefore, based upon your disclosure it
appears unclear whether BLT has any intrinsic value or use.  To the extent that BLT has
no intrinsic value or use, please revise this Question and Answer, and the Question, "What
happens to my BLT if I do not participate in the claims process?" to so disclose or explain
to us otherwise.
8.Please revise to clarify the meaning of your statement that you "are no longer engaged in
the development or support of BLT," in light of your disclosure elsewhere that:
•BLT may used on your platform as a method of payment for services offered through
your platform;
•As of June 5, 2023, you hold 94,708,056.364 BLT in treasury, which you may choose
to sell; and
•You may amend the uses of, and holders' rights under, BLT at any time, which may
include imposing restrictions on the transfer of BLT on your platform.

 FirstName LastNameRyan D. Faber
 Comapany NameBloom HoldCo LLC
 July 10, 2023 Page 3
 FirstName LastName
Ryan D. Faber
Bloom HoldCo LLC
July 10, 2023
Page 3
Risk Factors
Our liquidity may be adversely affected by extremely volatile functions in the market price of
ETH we hold..., page 12
9.We note your disclosure that, "due to the regulation of the digital assets industry, we are
not able to sell ETH, or otherwise convert ETH to U.S. Dollars, through public exchanges
such as Coinbase, Binance or Kraken."  Please provide us with factual support for this
assertion.
We may amend the uses of, and your rights under, BLT at any time, page 26
10.We note your disclosure that "[t]he use of BLT is governed by the Terms and Conditions,
and we may amend or revise the Terms and Conditions at any time without the consent of
holders," and the related provision in Section 20.2 of the Terms and Conditions, filed as
Exhibit 4.1.  Please tell us how you determined that this provision is appropriate
and consistent with your obligations under the federal securities laws.
The BLT Terms and Conditions include terms that provide for claims against the Company to be
resolved through binding arbitration..., page 27
11.We note your disclosure on pages 27 and 52 regarding the arbitration, class action waiver
and jury waiver provisions included in the BLT Terms and Conditions, including your
statement that the arbitration provision "is not intended to apply to claims relating to U.S.
federal securities laws."  Please clarify whether the arbitration, class action waiver and
jury waiver provisions apply to claims brought under the Exchange Act and the Securities
Act.  To the extent that they do not, please clearly disclose this in your filing and Section
19 of the Terms and Conditions.
The BLT Terms and Conditions provide that the courts located in Gibraltar will be the sole and
exclusive forum for certain disputes..., page 27
12.We note your disclosure on pages 27 and 52 that the BLT Terms and Conditions provide
that:
•the courts located in Gibraltar will be the sole and exclusive forum for certain
disputes between the company and holders of BLT; and
•this exclusive forum provision is intended to apply to claims arising under Gibraltar
law and would not apply to claims brought pursuant to the Securities Act or
Exchange Act, or any other claim for which the U.S. federal courts have exclusive
jurisdiction.

Please ensure that the exclusive forum provision in Section 20.8 of the BLT Terms and
Conditions states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.

 FirstName LastNameRyan D. Faber
 Comapany NameBloom HoldCo LLC
 July 10, 2023 Page 4
 FirstName LastName
Ryan D. Faber
Bloom HoldCo LLC
July 10, 2023
Page 4
Consolidated Balance Sheets, page F-5
13.You reflect the Token sale liability and related Interest payable as a long-term liabilities in
both your annual and interim financial statements.  Please tell us why you believe that
these liabilities should not be reflected as current liabilities.  Refer to ASC 470-10-45-10.
Note 2. Token Sale Liability, page F-13
14.Please enhance your Token Sale Liability disclosure for the following:

•How claim forms will be distributed to potential claimants, including timeline
requirements;
•Timeline for claimants to submit claims;
•Timeline for claims to be settled, including how such claims will be settled, e.g. cash
or other;
•Reporting requirements to the SEC under the term of the Order;
•In future filings, amounts refunded during the period including the number of claims
settled;
•Any continuing rights of holders and/or claimants of BLT after the claim deadline;
and
•Clarify how you will account for any remaining token sale liability, when such
liability is removed from the condensed consolidated balance sheet, after the
settlement deadline, including obligations, thereof.
Note 3 - Digital Assets, page F-16
15.We note that your digital assets consist entirely of ether, that there is substantial doubt
about your ability to continue as a going concern and that your digital assets may be used
to satisfy the token sale liability, as necessary.  Considering the inherent risk and price
volatility of your digital assets, please disclose the weighted average cost of digital assets
held at the end of the periods presented.
Note 7. Income Taxes, page F-18
16.We note your disclosure that you have recorded certain deferred tax assets you believe
will be realized in future periods based on your analysis of all available positive and
negative evidence such as past operating results, future reversals of existing deferred tax
liabilities, projected future taxable income, as well as prudent and feasible tax-planning
strategies. Also, you believe that it is more likely than not that the majority of U.S. and
foreign deferred tax assets will be realized and accordingly you have not recorded a
valuation allowance against its deferred tax assets in these jurisdictions.  We also note
your disclosure on page 31, that you may not generate sufficient income in future years to
utilize net operating loss carry forwards. Given your accumulated deficit, history of
operating losses, history of no recurring revenues, and limited assets, please tell us and
more fully disclose and discuss how you determined it is more likely than not that you

 FirstName LastNameRyan D. Faber
 Comapany NameBloom HoldCo LLC
 July 10, 2023 Page 5
 FirstName LastName
Ryan D. Faber
Bloom HoldCo LLC
July 10, 2023
Page 5
will realize net deferred tax assets as of September 30, 2022 and March 31, 2023.  Please
provide us and disclose a detailed description of the positive and negative factors you
considered in assessing the realizability of deferred tax assets. Please also tell us and
disclose and discuss your reliance on each source of taxable income identified in ASC
740-10-30-18 and specifically address the following:

•If you are relying on the recognition of future pre-tax income, tell us and disclose
the amount of pre-tax income you will need to generate to fully realize deferred
tax assets and the taxing jurisdiction and time period in which such pre-tax income
will be required to be generated. Provide and disclose and discuss the
significant assumptions underlying any future earnings projections; and
•If you are relying on tax planning strategies, tell us and disclose the nature of the
tax planning strategies, how each strategy supports the realization of deferred tax
assets, the amount each strategy covers, and any uncertainties, risks, or assumptions
related to the tax planning strategies.

Refer to ASC 740-10-30-16 through 25.
Note 9. Related Party Transactions, page F-19
17.We note your disclosure that as of September 30, 2022, you determined that the
collectibility of the carrying value of the note receivable from Jesse J. Leimgruber,
including the collateralized shares of the Company, was not probable and recorded a loss
on impairment of approximately $2.6 million, including approximately $0.02 million of
unpaid interest.  We also note you entered into an equity pledge agreement with Mr.
Leimgruber for his 2,250 share ownership interest as collateral for the loan.  Please tell us
and disclose the status of the collateralized shares based on your determination that
collectibility of the related loan is not probable, including rights Mr. Leimgruber may
have to future profits and or capital.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kate Tillan at (202) 551-3604 or Michelle Miller at (202) 551-3368 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets