United States securities and exchange commission logo
October 17, 2023
Ryan D. Faber
Chief Executive Officer
Bloom HoldCo LLC
1000 Brickell Avenue, Suite 715
Miami, FL 33131
Re: Bloom HoldCo LLC
Amendment No. 4 to
Registration Statement on Form 10-12G
Filed October 5,
2023
File No. 000-56556
Dear Ryan D. Faber:
We have reviewed your amended filing and your October 4, 2023
response letter
and have the following comments.
Please respond to this letter 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 a
comment applies 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 this letter,
we may have additional comments. Unless we note otherwise, our
references to prior comments
are to comments in our September 1, 2023 letter.
Amendment No. 4 to Registration Statement on Form 10-12G
General
1. We note your response
to comment 1 and your related revisions on pages 1 and 29.
Please address the
following points in your next amendment and response letter, as
applicable:
Expand your
disclosure in the forepart of the filing to clarify the potential impact on
token holders
attendant to your ability to amend the uses of BLT tokens and the rights
of BLT token
holders at any time without the consent of BLT token holders,
including without
limitation, that such potential changes can have an adverse impact
on an investment in
a BLT, as disclosed on page 29;
We note your
disclosure that, If we make any amendments to the Terms and
Conditions, we will
publish a notice, together with the updated Terms and conditions
on our website and
we will change the Last Updated date at the top of the Terms
Ryan D. Faber
FirstName LastNameRyan D. Faber
Bloom HoldCo LLC
Comapany
October 17,NameBloom
2023 HoldCo LLC
October
Page 2 17, 2023 Page 2
FirstName LastName
and Conditions. With a view towards revised disclosure, please
advise whether any
such notice will specifically identify any amendments to the
Terms and Conditions
(e.g., include a blackline copy showing changes to the Terms and
Conditions, etc.);
and
Please also confirm that the company understands that any such
changes could have
implications under the federal securities laws and that the
company intends to
conduct any such changes consistent with the requirements of the
federal securities
laws, as previously requested.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-5
2. We acknowledge your response to comment 13 in your response letter
dated August 15,
2023. Please note that we continue to evaluate your response.
Note 2. Basis of Presentation, Summary of Significant Accounting Policies, and
Recent
Accounting Pronouncements
Token Sale Liability, page F-13
3. The revised disclosures provided in response to comment 7 did not
provide the
information requested. Please revise to include the following
previously requested
information:
Timeline for claims to be settled. Your Form 10 automatically
became effective 60
days after your initial filing on June 5, 2023. Disclose, if true,
that the deadline for
BLT Claimants to file a claim will be no later than February 4,
2024, and the
settlement of payments to BLT Claimants will be no later than May
4, 2024.
Any continuing rights of BLT token holders and/or BLT Claimants
after the claim
deadline.
Note 7. Income Taxes, page F-19
4. We acknowledge your response to comment 9. Please respond to the
following:
Add disclosure to state, if true, that the amounts presented in
the last table on page F-
19 are in thousands.
We note that you had a loss before taxes of $5.1 million for the
nine months ended
June 30, 2023 and no revenues. Further, if the gain on
sale/exchange of digital assets
of $16.4 million in 2021 and $5.0 million in 2022 are excluded, it
appears that you
would have had losses in those years and be in a three-year
cumulative loss position
as of December 31, 2023. Tell us whether you expect to incur a loss
for fiscal 2023.
As of September 30, 2022, you have digital assets of $0.611
million and cash of
$10.2 million and your token sale liability is $32.3 million. Tell
us how you
considered your current financial position in your analysis of the
need for a valuation
allowance for deferred tax assets. Refer to ASC 740-10-30-17.
While your response refers to both positive and negative factors
considered, you did
not provide how you weighted those factors. ASC 740-10-30-23 states
that the
Ryan D. Faber
Bloom HoldCo LLC
October 17, 2023
Page 3
weight given to the potential effect of negative and positive
evidence shall be
commensurate with the extent to which it can be objectively
verified. Therefore,
your historical losses which are objectively verified carry more
weight than
your projections of future income, which are not typically
objectively verifiable. Tell
us how you considered the weighting in your analysis and the basis
thereof.
You told us that you had an expectation of future profitability
based on the
opportunities currently showing in your pipeline of customers. Tell
us the extent to
which this expectation includes existing contracts or firm sales
backlog that will
produce more than enough taxable income to realize the deferred tax
assets based on
existing sales prices and cost structures. Refer to ASC
740-10-30-22.
Provide us an analysis of your projected future tax or GAAP income
and a schedule
detailing the amounts and years you expect to realize the benefits
from your deferred
tax assets. As part of your analysis, identify the most significant
inputs and
assumptions, provide a qualitative and quantitative discussion of
the inputs and
assumptions to allow us to fully understand your projections,
provide specific
evidence which supports the inputs and assumptions, and provide a
sensitivity
analysis using reasonably likely alternatives for key assumptions.
The audit opinion includes a going concern uncertainty and
management
concluded that substantial doubt exists regarding your ability to
continue as a going
concern. That conclusion also constitutes significant negative
evidence. Tell us how
you considered this under ASC 740-10-30-17.
As requested, enhance your disclosures to provide a more specific
and
comprehensive analysis of your assessment of the realizability of
your deferred tax
assets for the periods presented. Your analysis should include
consideration of the
items above and prior comment 9.
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.
Please 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 David Gessert at 202-551-2326 or David Lin at 202-551-3552 with any
other questions.
Sincerely,
FirstName LastNameRyan D. Faber
Division of
Corporation Finance
Comapany NameBloom HoldCo LLC
Office of Crypto
Assets
October 17, 2023 Page 3
cc: Samuel P. Williams, Esq.
FirstName LastName