On August 9, 2022, Bloom entered into an agreement with the SEC to register BLT tokens as a security. On June 5, 2023, we filed our Form 10 and BLT is on track to be one of the first registered tokens. As part of this process, eligible ICO participants are able to retain OR redeem their BLT tokens.
Pursuant to the SEC Order, we are required to commence a claims process informing all persons and entities that purchased BLT from us during the ICO regarding their potential claims under Section 12(a) of the Securities Act and informing purchasers that they may submit a written claim on a claim form (the “Claim Form”) directly to the Company. We are required to commence the claims process by distributing and posting on our website the Claim Form no later than sixty calendar days after the filing of our Registration Statement or seven days after this Registration Statement becomes effective, whichever date is sooner (the “Effective Date”). Such Claim Forms must be submitted by purchasers to us by the Claim Form Deadline, as defined below.
The following questions and answers provide additional details regarding the claims process:
Answer: The claims process consists of informing all parties who obtained BLT from the Company between November 14, 2017 and January 2, 2018 of their potential claims under Section 12(a) of the Securities Act, including the right to sue to recover the consideration paid for such security with interest thereon, less the amount of any income received thereon, upon the tender of such security, or for damages if the purchaser no longer owns BLT and informing purchasers that they may submit a written claim on the Claim Form directly to the Company at an address indicated on the Claims Form of a purchaser’s assertion of rights under Section 12(a) of the Securities Act, and that such claims must be submitted by the Claim Form deadline, which, as used in this Registration Statement, is the earlier of (i) three months from the date that the SEC Division of Corporation Finance notifies us that its review of this Registration Statement has been concluded or (ii) six months from the Effective Date, meaning February 4, 2024 (the “Claim Form Deadline”).
Answer: We are engaging in the claims process pursuant to the Offer of Settlement that the SEC accepted on August 9, 2022.
Answer: All persons and entities that obtained BLT from the Company between November 14, 2017 and January 2, 2018 are entitled to make a claim pursuant to the claims process. A valid claim, among other things, would require the claimant, in accordance with the instructions on the Claim Form, to return BLT obtained directly from the Company, or substantiate that they were sold on an exchange at a loss, including their value at the time of sale.
Answer: Purchasers who are approved for a claim are entitled to recover the U.S. Dollar value of the consideration paid for the BLT that you purchased from the Company during the ICO (as calculated at the time of and pursuant to the Terms and Conditions of our Token Sale) along with interest, less the amount of any income received. If the Purchaser paid for the BLT using U.S. Dollars, the Purchaser would receive the U.S. Dollar value of the consideration paid for the BLT, and if the Purchaser paid for the BLT using ETH, the Purchaser would receive the U.S. Dollar value of the ETH that was received by the Company on the date on which the Purchaser originally purchased the BLT from the Company during the ICO. Purchasers must tender eligible BLT to us to receive such amount, in accordance with the instructions on the Claim Form. If a purchaser no longer owns the purchased BLT, such purchaser will be entitled to recover damages unless sold for a profit. Approved claim recipients will be paid in U.S. Dollars.
Answer: The price is determined according to the terms set at the time BLT were sold to you during the ICO and the list price in U.S. Dollars at the time of purchase. For public sale participants, the price of each BLT was $0.67. For pre-sale participants, the purchase price ranged between $0.50 to $0.57. Purchasers who paid for BLT in U.S. Dollars will be entitled to recover the U.S. Dollar value of the consideration paid for the BLT purchased from the Company during the ICO (as calculated at the time of and purchased to the Terms and Conditions of our Token Sale) and Purchasers who paid for the BLT in ETH will be entitled to recover the value of ETH received by the Company on the date that the ETH was received by the Company.
Answer: BLT was intended as a network currency and a voting mechanism for our Platform and was intended to allow prospective users to pay identity verification and credit risk assessment companies for their services. BLT was also designed to serve as a proposal mechanism for instituting changes to the Bloom network and thereby allow Bloom to maintain a credit scoring system which responds to the needs of BLT holders in their capacity as users. The Company no longer supports these uses or functionalities of BLT on our Platform, and we are no longer engaged in the development or support of BLT. As a result, BLT presently do not have intrinsic value or use.
Answer: The Company calculated the estimated interest for each BLT sold in our Token Sale using the applicable federal rates published by the Internal Revenue Service.
Answer: You must submit your Claim Form by the Claim Form Deadline, which shall be February 4, 2024.
Answer: To participate in the claims process, purchasers must complete the Claim Form (and provide any requested information and documentation) and send it to the claims administrator either via
We will require purchasers who appear to be eligible for a refund, based on our review of their submitted Claim Form, to submit additional information and documentation in support of such purchasers’ being entitled to receive payment under Section 12(a) of the Securities Act. Such purchasers will also be given access to our Platform, which will be used to verify information in connection with the purchasers’ respective claims, including, without limitation and if applicable, your ETH wallet address, KYC/AML verification, bank account verification and other information you provided on your Claim Form. Upon receiving such a request for additional information, purchasers will have 30 days to provide the requested documentation and information to the Company. For any claims not paid, we will provide purchasers with a written explanation of the reason for non-payment.
Purchasers may participate in the claims process with respect to all or any portion of their eligible BLT. Purchasers may change their prior request for a refund claim at any time after submitting their Claim Form and before receiving payment for their BLT. Purchasers who do not submit a Claim Form by the Claim Form Deadline will not be eligible to participate in the claims process or receive compensation for their BLT. Such purchasers who do not participate in the claims process will continue to hold their BLT and may still pursue an action pursuant to Section 12(a) of the Securities Act.
Answer: If you decide that you do not want to participate in the claims process, you do not need to do anything and just keep the BLT. Please see the next question below for more details.
Answer: You are free to continue to hold your BLT even after the claims process closes. However, you should know that BLT presently do not have any intrinsic value or use, and we are no longer engaged in the development or support of BLT. In addition, numerous factors, including without limitation, our ability to sell the 94,708,056.364 BLT from treasury, and our ability to amend the uses of and holders’ rights of BLT at any time, could materially and adversely affect us or the value of BLT. See “Item 1A. Risk Factors” in the Form 10 for additional information.
Answer: Yes, assuming that you submit a valid claim, such claim may be solely for a portion of your BLT.
Answer: At any time after submitting the Claim Form and before a qualified claimant’s claim being satisfied by the Company, a claimant is entitled to change the claimant’s mind by contacting firstname.lastname@example.org or via postal mail to Bloom HoldCo LLC – BLT Claim Processing, PMBS 1387, 1000 Brickell Avenue, Suite 715, Miami FL 33131.
Answer: Approved claim recipients will be paid in U.S. Dollars. Payments will be made within three months from the Claim Form Deadline to a bank account designated by each respective approved claim recipient, provided that you have timely responded to any requests for information or documentation.
Answer: The Company will help answer any questions regarding the claims process by contacting the Company via email at email@example.com or postal mail to: Bloom HoldCo LLC – BLT Claim Processing, PMBS 1387, 1000 Brickell Avenue, Suite 715, Miami FL 33131. You can also contact the Company’s customer support by email at firstname.lastname@example.org.
The Company has amended the Terms and Conditions (“T&Cs”), which govern the use of BLT on its Platform. The following summary of the amendments to the Company’s T&Cs is qualified in its entirety by reference to the T&Cs (last updated December 20, 2023). The amendment to the T&Cs included amendments to sections 19, 19.1, 19.2, 19.3, 19.5, 19.6, 19.7, 19.8 and 20.8. The amendments are intended to clarify that the arbitration, class action and jury trial waiver provisions of the T&Cs do not apply to claims brought pursuant to the U.S. Securities Act of 1933, as amended, or the U.S. Exchange Act of 1934, as amended, or any other claims for which the U.S. federal courts have exclusive jurisdiction. Additionally, the amendments are to clarify that the arbitration, class action and jury trial waiver provisions of the T&Cs do not relieve the Company of its duties to comply with the U.S. federal securities laws and the rules and regulations thereunder, and holders of BLT are not deemed to have waived the Company’s compliance with these laws, rules and regulations.
See BLT's full T&C's here.