TULP 8-K
Bloomia Holdings, Inc. (TULP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
(Exact Name of Registrant as Specified in its Charter)
| | |||
(State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| ||
(Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into Material Definitive Agreement.
Second Amendment to Bridge Loan Agreement
As previously disclosed in a Form 8-K filed by Bloomia Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on February 26, 2024, in connection with the Company’s acquisition of Bloomia B.V. through the Company’s majority owned subsidiary, Tulp 24.1, LLC (the “U.S. Subsidiary”), and Tulipa Acquisitie Holding B.V. dba Bloomia (the “Dutch Subsidiary”, together with the U.S. Subsidiary, the “Borrowers”), the Borrowers, as part of the closing consideration, entered into that certain Bridge Loan Agreement dated February 22, 2024 (the “Bridge Loan Agreement”), by and among the Borrowers, Botman Bloembollen B.V. (“Botman”), Mr. W.J. Jansen, an individual (“Jansen”), and Mr. H.J. Strengers, an individual (“Strengers” and, together with Botman and Jansen, collectively, the “Lenders”), pursuant to which the Lenders made loans to the Borrowers in the original aggregate principal amount of $12,750,275 (the “Bridge Loan”). The Company has provided an unsecured guaranty of the obligations of the Borrowers under the Bridge Loan.
As previously disclosed in a Form 8-K filed with the SEC on January 23, 2026, on January 19, 2026, the Borrowers and the Lenders entered into that certain First Amendment to Bridge Loan Agreement (“First Amendment”) pursuant to which, among other things, provided the Borrowers the right to prepay the Bridge Loan in full at a discount in the aggregate amount of $7,330,000 (the “Discounted Prepayment Amount”) at any time prior to April 15, 2026 (the “Discounted Prepayment”) without any interest, indemnity, penalty, or premium due in respect of such Discount Prepayment, provided that as a condition to and effective upon the Borrowers making the Discounted Prepayment, the Borrowers release the Lenders from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated February 21, 2024 (the “SPA”) between the Borrowers and the Lenders) as well as (b) the Indemnities (as defined in the SPA) specified in Clause 11.1 of the SPA, in each case to the extent such liabilities remain outstanding as of the date the Borrowers make the Discounted Prepayment (collectively, the “Release of Claims”).
On April 15, 2026, the Borrowers and the Lenders entered into that certain Second Amendment to Bridge Loan Agreement (“Second Amendment”) pursuant to which, among things, the Discounted Prepayment terms were modified as follows:
| (a) | In order to be eligible for the Discounted Prepayment , the Borrowers are required to make an initial payment of at least $4,800,000 towards the Discounted Prepayment Amount by April 15, 2026 (the amount of such payment, the “Initial Discounted Prepayment Amount”). |
| (b) | Any portion of the Discounted Prepayment Amount not paid by April 15, 2026 (such amount, the “Discounted Prepayment Balance”) shall, commencing April 16, 2026, accrue interest at the rate of 12% per annum (the “Interim Interest”). |
| (c) | The Borrowers shall have until May 27, 2026 to pay the Discounted Prepayment Balance and all accrued and unpaid Interim Interest in full (with any portion of the Discounted Prepayment Balance, if any, not paid by May 27, 2026 being referred to as the “Unpaid Discounted Prepayment Balance”). |
| (d) | If the Borrowers do not pay the Discounted Prepayment Balance and all accrued and unpaid Interim Interest in full on or before May 27, 2026, then the total remaining outstanding balance of the Bridge Loan shall be revised to equal an amount (the “Reduced Balance”) calculated as (x) $15,097,053 (being the full balance of the Bridge Loan as of April 15, 2026), multiplied by (y) Unpaid Discounted Prepayment Balance Ratio, where “Unpaid Discounted Prepayment Balance Ratio” means an amount equal to the quotient of (i) the Unpaid Discounted Prepayment Balance divided by (ii) the Discounted Prepayment Amount. |
| (e) | The Reduced Balance (if any) shall, commencing effective as of April 16, 2026, accrue interest in accordance with Section 6 of the Bridge Loan Agreement and shall, from and after May 27, 2026, be payable in accordance with the original terms of the Bridge Loan. |
2
| (f) | The Release of Claims shall be effective as of the Borrowers’ payment of the Initial Discounted Prepayment Amount. |
On April 15, 2026, the Borrowers made an Initial Discounted Prepayment Amount payment of $4,900,000.
A copy of the Bridge Loan Agreement is attached as Exhibit 10.1 to the Form 8-K filed by the Company on February 26, 2024, a copy of the First Amendment is attached as Exhibit 10.1 to the Form 8-K filed by the Company on January 23, 2026, and a copy of the Second Amendment is attached hereto as Exhibit 10.1. The foregoing description of the Bridge Loan Agreement, the First Amendment, and the Second Amendment does not purport to be complete and is subject to, and qualified by, the full text of the Bridge Loan Agreement, the First Amendment, and the Second Amendment, respectively.
Unsecured Promissory Note
On April 13, 2026, the Company entered into an unsecured Promissory Note (the “Note”), dated April 1, 2026, with Gary Kohler (the “Note Lender”), pursuant to which the Note Lender loaned the Company the principal amount of $1,000,000. Proceeds from the Note were used towards payment of the Initial Discounted Prepayment Amount as described under “Second Amendment to Bridge Loan Agreement” above.
The principal amount of the Note bears interest at a fixed rate of 11.5% per annum, which increases to 14.5% if there is an event of default under the Note (with the Note containing customary events of default for a promissory note of this type). The Note is scheduled to mature on March 31, 2029, at which time all principal and accrued and unpaid interest is due and payable in full. The Company has the right to prepay the Note in whole or in part at any time without penalty. Amounts paid or prepaid under the Note may not be reborrowed by the Company. No closing or origination fees are payable to the Note Lender.
A copy of the Note is attached hereto as Exhibit 10.2. The foregoing description of the Note does not purport to be complete and is subject to, and qualified by, the full text of the Note.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth in Item 1.01 above relating to the Second Amendment and the Note are incorporated into this Item 2.03 by reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description | | Method of Filing | |
10.1 | Filed Electronically | ||||
10.2 | Promissory Note, dated April 1, 2026, made by Bloomia Holdings, Inc. in favor of Gary Kohler | Filed Electronically | |||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document) | Filed Electronically | |||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
BLOOMIA HOLDINGS, INC. | ||
Dated: April 17, 2026 | By | /s/ Elizabeth E. McShane |
Elizabeth E. McShane | ||
Chief Financial Officer | ||
4
Exhibit 10.1
SECOND AMENDMENT
TO
BRIDGE LOAN AGREEMENT
This Second Amendment to Bridge Loan Agreement (this “Amendment”) is entered into as of April 15, 2026, by and among Botman Bloembollen B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Botman”), Mr. W.J. Jansen, an individual (“Jansen”), Mr. H.J. Strengers, an individual (“Strengers” and, together with Botman and Jansen, collectively, the “Lenders”), and TULP 24.1, LLC, a Delaware limited liability company (“US Borrower”), and Tulipa Acquisitie Holding B.V. dba Bloomia, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“NL Borrower” and, together with US Borrower, collectively, the “Borrowers”).
RECITALS
The Lenders and the Borrowers are parties to that certain Bridge Loan Agreement dated February 22, 2024 with respect to certain loans made by the Lenders in the original aggregate principal amount of USD $12,750,275, as amended by that certain First Amendment to Bridge Loan Agreement dated January 19, 2026 (as amended, the “Agreement”). Unless otherwise defined herein, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Parties desire to (i) amend the Agreement in accordance with the terms of this Amendment and (ii) subject to the terms and conditions set forth herein, have the Borrowers provide certain releases to the Lenders in relation thereto.
NOW, THEREFORE, the Parties agree as follows:
5.8(a)Notwithstanding anything in this Section 5 or elsewhere in this Agreement to the contrary, subject to the Subordination Agreement, the Borrowers shall have the right to prepay the Loans in full at a discount (the “Discounted Prepayment”) in the aggregate amount of USD $7,330,000 (the “Discounted Prepayment Amount”), subject to all of the following:
(i) As a condition to Borrowers’ eligibility for the Discounted Prepayment, Borrowers shall be required to make a payment to the Lenders in an aggregate amount of not less than USD $4,800,000 on or before April 15, 2026 (the amount of such payment, whether equal to or greater than USD $4,800,000, the “Initial Discounted Prepayment Amount”), which Initial Discounted Prepayment Amount shall be without any Interest, indemnity, penalty, or premium due in respect thereof. The amount equal to the difference between (x) the Discounted Prepayment Amount minus (y) the Initial Discounted Prepayment Amount is referred to herein as the “Discounted Prepayment Balance”.
1
(ii) Commencing on April 16, 2026, the Discounted Payment Balance shall accrue Interest at the annual rate of twelve percent (12%) (the “Interim Interest Charge”).
(iii) Borrowers shall have until May 27, 2026 to pay all or any portion of the Discounted Prepayment Balance. Any such payment shall be accompanied by payment of the accrued and unpaid Interim Interest Charge applicable to the amount of Discounted Prepayment Balance paid. Except for payment of the applicable Interim Interest Charge in accordance with the immediately preceding sentence, any such payment of all or part of the Discounted Prepayment Balance shall be without any Interest, indemnity, penalty, or premium due in respect thereof. For clarity, if Borrowers pay the entire Discounted Prepayment Balance, plus all accrued and unpaid Interim Interest Charge thereon, on or before May 27, 2026, the Loans (including, without limitation, any and all accrued Interest) shall be deemed paid in full and all other indebtedness of the Borrowers under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, as set forth in greater detail in Section 5.8(d) below. Any portion (up to the full amount) of the Discounted Prepayment Balance that is not paid by May 27, 2026 is referred to herein as the “Unpaid Discounted Prepayment Balance”.
(iv) If the Discounted Prepayment Balance, plus all accrued and unpaid Interim Interest Charge thereon, is not paid in full on or before May 27, 2026, then (A) the total outstanding balance of the Loans shall, effective as of May 28, 2026, be deemed to equal an amount (the “Reduced Balance”) calculated as (x) $15,097,053 multiplied by (y) the Unpaid Discounted Prepayment Balance Ratio, and (B) the Reduced Balance shall, commencing effective as of April 16, 2026, accrue Interest in accordance with Section 6 of this Agreement and shall thereafter be payable by Borrowers in accordance with Sections 5.1 through 5.7, inclusive, of this Agreement. For purposes of the foregoing calculation, “Unpaid Discounted Prepayment Balance Ratio” means an amount equal to the quotient of (a) the Unpaid Discounted Prepayment Balance divided by (b) the Discounted Prepayment Amount.
(b)The Borrowers shall make all payments of the Discounted Prepayment Amount and, if applicable, the Reduced Balance to the Lenders pro-rata for their relevant Proportion, irrespective of which Borrower has entered into each Loan.
(c)As a condition to Borrowers’ right to the Discounted Prepayment, effective upon and subject to Borrowers paying the Initial Discounted Prepayment Amount on or before April 15, 2026, the Borrowers release the Lenders from any and all (potential or actual) liability in respect of (i) the Warranties (as defined in the Share Purchase Agreement dated 21 February 2024 between the Borrowers (as Purchaser and US Purchaser), and the Lenders (as the Sellers) (hereinafter the “SPA”) as well as (ii) the Indemnities specified in Clause 11.1 of the SPA, in each case to the extent
2
such liabilities (A) remain outstanding as of the date the Borrowers pay the Initial Discounted Prepayment Amount, or (ii) arise at any time after the date the Borrowers pay the Initial Discounted Prepayment Amount (collectively, the “Released Claims”).
(d)Subject to and effective upon Borrowers’ payment in full of the Discounted Prepayment Amount (in accordance with Sections 5.8(a)(i) and 5.8(a)(iii) above) or payment in full of the Remaining Balance (in accordance with Sections 5.8(a)(iv) above), (i) the Loans (including, without limitation, any and all accrued Interest) shall be deemed paid in full and all other indebtedness of the Borrowers under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, (ii) all guaranties supporting this Agreement shall be indefeasibly and irrevocably discharged, released, and terminated in full with no further action on any Party’s part, (iii) all pledges and any other security for this Agreement shall be indefeasibly and irrevocably discharged, released, and terminated in full with no further action on any Party’s part, (iv) any and all other obligations of each of the Borrowers and Lendway, Inc., together with any of their respective subsidiaries or affiliates, under this Agreement shall be indefeasibly and irrevocably discharged, released, terminated, and satisfied in full, (v) any liability of the Lenders in respect of the Released Claims shall be indefeasibly and irrevocably released and terminated in full, with no further action on any Party’s part, and (f) this Agreement shall be terminated, canceled, and of no further force and effect (with the exception of the release by Borrowers of the Released Claims as set out hereinabove).
(e)For clarity, the release of the Released Claims shall only be effective if the Borrowers pay the Initial Discounted Prepayment Amount on or before April 15, 2026, and shall not be effective if Borrowers remain obligated to pay the Loans in full pursuant to the other provisions of this Section 5 (the “Original Payment Terms”).
3
[Signature Page Follows]
4
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
THE LENDERS:
BOTMAN BLOEMBOLLEN B.V.
By: /s/ Nico Botman
Name: Nico Botman
Title: Owner
/s/ W. F. Jansen
W.F. Jansen
/s/ H. J. Strengers
H.J. Strengers
BORROWERS:
TULP 24.1, LLC
By: /s/ Elizabeth McShane
Name: Elizabeth McShane
Title: Chief Financial Officer
TULIPA ACQUISITIE HOLDING B.V.
By: /s/ Elizabeth McShane
Name: Elizabeth McShane
Title: Chief Financial Officer
Exhibit 10.2
PROMISSORY NOTE
FOR VALUE RECEIVED, BLOOMIA HOLDINGS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to GARY KOHLER., (together with his permitted endorsees, successors, and assigns, the “Lender”), at [***] (or at such other place of payment designated by the holder hereof to the Borrower), the principal sum equal to one million dollars (the “Principal Amount”) under this Promissory Note (this “Note”), and to pay interest, as set forth below, in lawful money of the United States of America in immediately available funds, payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature.
1
2
then, and in every such event (other than an event described in paragraph (c) or (d) above), and at any time thereafter during the continuance of such event, the Lender, by notice to Borrower, may declare the Principal Amount to be forthwith due and payable in whole or in part, whereupon the principal so declared to be due and payable, together with accrued interest thereon and all other obligations of the Borrower accrued hereunder, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding; and in any event described in paragraph (c) or (d) above, the Principal Amount, together with accrued interest thereon and all other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein to the contrary notwithstanding.
3
4
IN WITNESS WHEREOF and intending to be legally bound hereby, the Borrower has executed this Note as of the date hereof.
Bloomia Holdings, Inc., as Borrower
By:/s/ Elizabeth E. McShane
Name:Elizabeth E. McShane
Title:Chief Financial Officer
GARY KOHLER, as Lender
/s/ Gary Kohler