Material Event Form 8 K

Item 4.01 Change in Registrant's Certifying Accountant.

(a) Resignation of Independent Registered Public Accounting Firm.

On September 3, 2024, WithumSmith+Brown, PC, the independent registered public accounting firm ("Withum") of Bloom HoldCo LLC (the "Company"), notified the Company of its decision to not stand for reappointment as the Company's independent registered public accounting firm. Withum's report on the Company's consolidated financial statements as of September 30, 2023 and 2022 and for the years then ended contained an emphasis of a matter for going concern and for uncertainties related to cryptocurrency assets, but otherwise did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During Withum's tenure as the Company's independent registered public accounting firm, there were no: (i) disagreements with the Company on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Withum's satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Withum with a copy of the disclosures made by the Company in response to this Item 4.01 in this Current Report on Form 8-K (the "Current Report") and has requested that Withum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A letter from Withum is attached as Exhibit 16.1 to this Current Report.