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
 Ryan D. Faber
FirstName  LastNameRyan D. Faber
Bloom HoldCo   LLC
Comapany
July       NameBloom HoldCo LLC
     10, 2023
July 10,
Page  2 2023 Page 2
FirstName LastName
         $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.
 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
FirstName LastNameRyan D. Faber
       Conditions states this clearly, or tell us how you will inform investors
in future filings that
Comapany    NameBloom
       the provision doesHoldCo   LLC
                           not apply to any actions arising under the
Securities Act or Exchange
       Act.
July 10, 2023 Page 3
FirstName LastName
 Ryan D. Faber
FirstName  LastNameRyan D. Faber
Bloom HoldCo   LLC
Comapany
July       NameBloom HoldCo LLC
     10, 2023
July 10,
Page  4 2023 Page 4
FirstName LastName
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
 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.



FirstName LastNameRyan D. Faber                                Sincerely,
Comapany NameBloom HoldCo LLC
                                                               Division of
Corporation Finance
July 10, 2023 Page 5                                           Office of Crypto
Assets
FirstName LastName