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Bloom HoldCo LLC

1000 Brickell Avenue, Suite 715

Miami, FL 33131

VIA EDGAR

August 15, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Kate Tillan, Michelle Miller, Eric Envall, and David
Lin

    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

Ladies and Gentlemen:

Set forth below are the responses of Bloom HoldCo
LLC (the “Company,” “we,” “us,” or “our”)
to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), by letter dated July 10, 2023, with respect to the Company’s
Registration Statement on Form 10-12G, File No. 000-56556, submitted to the Commission on June 5, 2023 (the “Registration
Statement”), and Amendment No. 1 to the Registration Statement, submitted to the Commission on June 6, 2023 (“Amendment
No. 1”).

Concurrently with the submission of this letter,
we are filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

For reference purposes, the comments contained
in the Staff’s letter dated July 10, 2023 are reproduced below in italics and the corresponding responses are shown below the comments.
All references to page numbers and captions correspond to Amendment No. 3 to the Registration Statement, unless otherwise specified herein.

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 $32.3 million so long as you are in
compliance with the SEC Order.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure on pages 14, 41 and 50 of Amendment No. 3.

Business, page 1

 2. Please move your Question and Answer section that begins on page 5 to the very beginning of this section.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure in “Item 1. Business – The Claims Process” on pages 1 through
3 of Amendment No. 3.

 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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure on pages 5, 9, 19 and 35 of Amendment No. 3.

 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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure in “Item 1. Business – Data Attestors” on page 8 of Amendment
No. 3.

 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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure in “Item 1. Business – Token Sale” on page 4 of Amendment
No. 3.

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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure in “Item 1. Business – Human Capital Resources” on page
10 of Amendment No. 3.

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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure on pages 2, 3 and 54 of Amendment No. 3.

    2

 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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure on pages 2, 3 and 54 of Amendment No. 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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure on page 15 of Amendment No. 3. The Company respectfully advises the Staff that this
disclosure is based on the Company’s historical experience of attempting to register with several exchanges (such as Coinbase, Binance,
Kraken and Gemini) to enable the Company to sell Ethereum through such exchanges. The Company respectfully advises the Staff that all
of the Company’s applications with such exchanges have previously been denied, and the Company relies on private sales of Ethereum
when the Company needs to sell Ethereum or convert it into U.S. Dollars for general corporate purposes such as capital expenditure and
liquidity requirements.

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.

RESPONSE: Respectfully, the Company is not aware of
any federal securities law that renders such a provision inappropriate or with which this provision is inconsistent. Federal securities
laws require the disclosure of material risks of the registered security. This disclosure seeks to highlight one of those risks for BLT.

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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has revised its disclosure in “Item 1A. Risk Factors – The BLT Terms and Conditions include
terms that provide for claims against the Company to be resolved through binding arbitration, waiver of class actions and waiver of jury
trials. These provisions may have the effect of discouraging certain types of claims against us or provide less favorable outcomes to
holders of BLT or may prove to be unenforceable in certain circumstances” on page 30 and in “Item 11. Description
of Registrant’s Securities to be Registered – No Rights Commonly Associated with Capital Stock” on page 55 of Amendment
No. 3. In addition, the Company has submitted as Annex A hereto a revised draft of the BLT Terms and Conditions to clarify Section
19 (proposed revisions indicated with  underlined text). Following the Staff’s review,
the Company plans to formally implement this amendment and file the revised BLT Terms and Conditions in a future filing.

    3

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.

RESPONSE: The Company respectfully acknowledges the
Staff’s comment and has submitted for the Staff’s review as Annex A hereto a revised draft of the BLT Terms and Conditions
to clarify Section 20.8 (proposed revisions indicated with  underlined text). Following the
Staff’s review the Company plans to formally implement this amendment and file the revised BLT Terms and Conditions in a future
filing.

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.

RESPONSE: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that reflection of the liability as long-term in its annual financial statements
dated September 30, 2022 and interim financial statements dated March 31, 2023, is considered appropriate. In our June 30, 2023
interim financials we are re-classifying the token liability from long-term debt to short-term debt based on the fact that the
refund process for that token liability will have commenced before June 30, 2024. In making these classification determinations, the
Company considered the following US GAAP guidance on classifying amounts in classified balance sheets:

The FASB Codification Master Glossary defines “Current
Liabilities” as follows:

Current assets is used to designate cash and other assets or
resources commonly identified as those that are reasonably expected to be realized in cash or sold or consumed during the normal operating
cycle of the busine Current liabilities is used principally to designate obligations whose liquidation is reasonably expected to require
the use of existing resources properly classifiable as current assets, or the creation of other current liabilities. See paragraphs 210-10-45-5
through 45-12.

    4

The FASB Codification Master Glossary defines “Operating
Cycle” as follows:

The average time intervening between the acquisition of materials
or services and the final cash realization constitutes an operating cycle.

Section 210-10-45 provides further guidance on what is included
in current liabilities, as follows:

ASC 210-10-45-5 A total of current liabilities shall
be presented in classified balance sheets.

ASC 210-10-45-6 The concept of current liabilities includes
estimated or accrued amounts that are expected to be required to cover expenditures within the year for known obligations the amount of
which can be determined only approximately (as in the case of provisions for accruing bonus payments) or where the specific person or
persons to whom payment will be made cannot as yet be designated (as in the case of estimated costs to be incurred in connection with
guaranteed servicing or repair of products already sold).

ASC 210-10-45-8 Section 470-10-45 includes guidance
on various debt transactions that may result in current liability classification. These transactions are the following:

 a. Due on demand loan agreements

 b. Callable debt agreements

 c. Short-term obligations expected to be refinanced.

ASC 210-10-45-12 current liability classification is
not intended to include debts to be liquidated by funds that have been accumulated in accounts of a type not properly classified as current
assets, or long-term obligations incurred to provide increased amounts of working capital for long periods.

ASC 470-10-45-9 and 45-10 describe due on demand
loan arrangements:

ASC 470-10-45-9 Loan agreements may specify the debtor's
repayment terms but also enable the creditor, at his discretion, to demand payment at any time. Those loan arrangements may have wording
such as either of the following:

 a. “The term note shall mature in monthly installments
as set forth therein or on demand, whichever is earlier.”

 b. “Principal and interest shall be due on demand, or if
no demand is made, in quarterly installments beginning on…”

ASC 470-10-45-9 The current liability classification
shall include obligations that, by their terms, are due on demand or will be due on demand within one year (or operating cycle, if longer)
from the balance sheet date, even though liquidation may not be expected within that period. The demand provision is not a subjective
acceleration clause as discussed in paragraph 470-10-45-2.

    5

While the offering material (the whitepaper for decentralized
credit scoring powered by Ethereum and IPFS) does not contain repayment terms, based on internal legal team confirmation, the Company
determined that the investments represent a debt instrument payable upon demand even without a stated provision for interest. The guidance
in ASC 210-10-45-8 directs entities to use current classification of such instruments. However, for purposes of the September 30, 2022
financial statements, the Company determined long-term classification to more accurately reflect antic