As filed with the Securities and Exchange Commission on August 4, 2023.
File No. 000-56556
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
| Bloom HoldCo LLC |
| (Exact name of registrant as specified in charter) |
| Delaware | 82-4706208 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer | |
| 1000 Brickell Avenue, Suite 715, Miami FL | 33131 | |
| (Address of principal executive offices) | (Zip Code) |
| (850) 660-7301 |
| (Registrant’s telephone number, including area code) |
with copies to:
Samuel P. Williams, Esq.
Hailey Lennon, Esq.
Darius Alam, Esq.
Ivan Chaykovskiy, Esq.
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
(617) 856-8200
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
| BLT Token |
| (Title of class) |
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. ☐
This Amendment No. 2 on Form 10/A (this “Amendment”) amends the registration statement on Form 10 of Bloom HoldCo LLC, as filed with the Securities and Exchange Commission (“SEC”) on June 5, 2023 (the “Form 10” or “Registration Statement”). This Amendment is being filed as an exhibit-only filing solely to file an amended Exhibit 99.1, the Form of Bloom HoldCo LLC Notice and Claim Form. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 15 of the Registration Statement, and the signature pages to the Registration Statement. No other changes were made to the Form 10.
This Amendment reflects information as of the filing date of the Form 10, does not reflect events occurring after that date and does not modify or update in any way disclosures made in the Form 10, except as specifically noted above.
Unless the context otherwise requires or as is otherwise indicated, references in this Registration Statement to the “Company,” “Bloom,” “we,” “our,” and “us,” or similar terms, refer to Bloom HoldCo LLC, a Delaware limited liability company, and its consolidated subsidiaries.
i
TABLE OF CONTENTS
| Page | |
| Explanatory Note | i |
| Item 15. Financial Statements and Exhibits | 1 |
ii
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) List separately all financial statements filed
Reference is made to Item 13 “Financial Statements and Supplementary Data” of this Registration Statement.
(b) Exhibits
| * | Filed herewith |
| ** | Previously filed. |
| ^ | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. |
1
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| By: | /s/ Ryan D. Faber | |
| Name: | Ryan D. Faber | |
| Title: | Chief Executive Officer | |
| By: | /s/ Steven P. Mullins | |
| Name: | Steven P. Mullins | |
| Title: | Chief Financial Officer |
Date: August 4, 2023
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