United States securities and exchange commission logo





                              September 1, 2023

       Ryan D. Faber
       Chief Executive Officer
       Bloom HoldCo LLC
       1000 Brickell Avenue, Suite 715
       Miami, FL 33131

                                                        Re: Bloom HoldCo LLC
                                                            Amendment No. 3 to
Registration Statement on Form 10-12G
                                                            Filed August 16,
2023
                                                            File No. 000-56556

       Dear Ryan D. Faber:

              We have reviewed your amended filing and your August 15, 2023
response letter 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. Unless we note otherwise, our
references to prior
       comments are to comments in our July 10, 2023 letter.

       Amendment No. 3 to Registration Statement on Form 10-12G

       General

   1.                                                   We note your response
to comment 10 and your risk factor on page 29 that you may
                                                        amend the uses of BLT
tokens, and BLT token holders    rights, at any time. Please revise
                                                        the forefront of the
document to disclose that you may amend the uses of BLT tokens, and
                                                        the rights of BLT token
holders, at any time without the consent of BLT token holders.
                                                        Please disclose in the
forefront the related risks, as well as how you will inform holders of
                                                        any such changes.
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.
 Ryan D. Faber
FirstName LastNameRyan   D. Faber
Bloom HoldCo   LLC
Comapany 1,
September NameBloom
             2023      HoldCo LLC
September
Page 2    1, 2023 Page 2
FirstName LastName
Item 1. Business
Token Sale, page 4

2.       We note your response to comment 5 and your disclosure under this
heading that "[a]ny
         amounts to be refunded, rather than converted, will be paid in cash."
Please explain what
         you mean by "rather than converted" or revise to remove this phrase.
Item 1A. Risk Factors
Our liquidity may be adversely affected by extremely volatile functions in the
market price of
ETH we hold..., page 15

3.       We note your response to comment 9 that your applications with
exchanges have been
         denied. Please provide us with factual support for your assertion that
   due to the
         regulation of the digital assets industry,    you are not able to sell
ETH, or otherwise
         convert ETH to U.S. Dollars, through public exchanges such as
Coinbase, Gemini,
         Binance, or Kraken.
We could be subject to additional civil or criminal penalties and sanctions if
we violate the terms
of our settlement..., page 15

4.       Please revise the penultimate sentence of this risk factor to include
an active hyperlink
         that provides direct access to the SEC Order.
The BLT Terms and Conditions include terms that provide for claims against the
Company to be
resolved through binding arbitration..., page 30

5.       We note your response to comment 11, including your revised risk
factor disclosure on
         page 30 that the "binding arbitration provision does not apply
to...claims brought pursuant
         to the Securities Act or the Exchange Act, or any other claim relating
to the U.S. federal
         securities laws." Please further revise this risk factor to clarify
that the class action waiver
         and jury waiver provisions also do not apply to claims brought under
the Securities Act
         and the Exchange Act, consistent with your revised disclosure on page
55. Please also file
         an updated Exhibit 4.1, Terms and Conditions Relating to Token Sale.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-5

6.       We note your response to prior comment 13. We continue to evaluate
your response.
Note 2. Token Sale Liability, page F-13

7.       Please tell us where you included the following previously requested
information in the
         disclosures you added in response to comment 14:
             Timeline for claims to be settled.
             Any continuing rights of holders and/or claimants of BLT after the
claim deadline.
 Ryan D. Faber
FirstName LastNameRyan   D. Faber
Bloom HoldCo   LLC
Comapany 1,
September NameBloom
             2023      HoldCo LLC
September
Page 3    1, 2023 Page 3
FirstName LastName
8.       Your response to comment 1 did not include the requested disclosure
revisions to your
         financial statements. Please clarify your disclosure 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.
Note 7. Income Taxes, page F-18

9.       Although your response to comment 16 referred to disclosure revisions
on page 34 in
         MD&A, we could not find the responsive disclosure and our comment
requested enhanced
         disclosure in the financial statements, as well as a response
providing us with
         supplemental information. As such, we re-issue our comment as follows:
             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 will realize
net deferred tax assets
              as of September 30, 2022 and June 30, 2023.
             Provide us and disclose a detailed description of the positive and
negative factors you
              considered in assessing the realizability of deferred tax assets.
             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:
                o  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
                o  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.

        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.
 Ryan D. Faber
Bloom HoldCo LLC
September 1, 2023
Page 4

       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 Sandra Hunter Berkheimer at (202) 551-3758 or David Lin at (202)
551-3552 with any
other questions.



FirstName LastNameRyan D. Faber                           Sincerely,
Comapany NameBloom HoldCo LLC
                                                          Division of
Corporation Finance
September 1, 2023 Page 4                                  Office of Crypto
Assets
FirstName LastName