BLMZ completes $50M PIPE at $0.14; shares outstanding 545.7M

Rhea-AI Filing Summary

Harrison Global Holdings (BLMZ) completed the second tranche of its previously announced PIPE financing. The company issued 357,142,857 Class A ordinary shares at US$0.14 per share, raising an aggregate subscription amount of US$50,000,000. The closing was approved by written investor consent and authorized by the Board.

After this closing, total shares outstanding are 545,658,791, comprising 495,658,791 Class A (1 vote per share) and 50,000,000 Class B (30 votes per share). The financing relied on Reg D (Rule 506(c)) for U.S. accredited investors and Reg S for non‑U.S. investors. A shareholder list as of October 24, 2025 is incorporated by reference.

Insights

Capital markets analyst

$50M PIPE closed; share count now 545.7M

The company closed a second‑tranche PIPE, issuing 357,142,857 Class A shares at US$0.14 for total gross proceeds of US$50,000,000. Board authorization and investor consent are noted, indicating corporate approvals for the issuance.

The transaction increases total shares outstanding to 545,658,791 as of October 24, 2025, with voting split between Class A (1 vote) and Class B (30 votes). The structure may affect voting dynamics given the 50,000,000 Class B shares’ higher vote weight.

Placement relied on Regulation D Rule 506(c) and Regulation S, which typically targets accredited and non‑U.S. investors, respectively. Actual market impact depends on holder behavior and any future resales permitted under applicable rules.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of October 2025 Commission File Number: 001-42186 Harrison Global Holdings Inc. (f/k/a Bloomz Inc.) Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111, Cayman Islands INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K Harrison Global Holdings Inc. (the Company) hereby reports that on October 24, 2025, the Company completed the second tranche closing of its previously announced PIPE financing under the Securities Purchase Agreement dated May 21, 2025, as supplemented by the PIPE Financing Addendum dated September 15, 2025. At this second tranche closing, the Company issued 357,142,857 Class A ordinary shares at a purchase price of US$0.14 per share, for an aggregate subscription amount of US$50,000,000, consistent with the Addendum. The closing and issuance were confirmed by written investor consent and duly authorized by the Board of Directors. Following the completion of this closing, the Company now has a total of 545,658,791 ordinary shares issued and outstanding as of the date of this Report, consisting of: Class Shares Outstanding Voting Rights Class A ordinary shares 495,658,791 1 vote per share Class B ordinary shares 50,000,000 30 votes per share Note: Each Class B ordinary share is entitled to thirty (30) votes per share, and each Class A ordinary share is entitled to one (1) vote per share. A detailed breakdown of the Company shareholders is included as Attachment A (Shareholder List as of October 24, 2025), incorporated by reference herein. The Company relied on the exemptions from registration provided by Regulation D (Rule 506(c)) of the Securities Act of 1933 for U.S. accredited investors and Regulation S for non-U.S. investors. This Report on Form 6-K contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those described due to changes in market conditions or other factors affecting the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Harrison Global Holdings Inc. By: /s/ Ryoshin Nakade Name: Ryoshin Nakade Title: Co-Chairman and Co-CEO Date: October 24, 2025

FAQ

What did Harrison Global Holdings (BLMZ) announce in its 6-K?

The company completed the second tranche of a PIPE, issuing 357,142,857 Class A shares at US$0.14 for US$50,000,000.

How many shares of BLMZ are outstanding after the PIPE closing?

Total shares outstanding are 545,658,791 as of October 24, 2025.

What is the breakdown of Harrison Global’s share classes and voting rights?

Class A: 495,658,791 (1 vote/share). Class B: 50,000,000 (30 votes/share).

What was the per-share price in the PIPE for BLMZ?

The issuance price was US$0.14 per Class A share.

Which securities law exemptions did BLMZ use for the financing?

The company relied on Reg D (Rule 506(c)) for U.S. accredited investors and Reg S for non‑U.S. investors.

Was the PIPE financing approved by the company’s board?

Yes. The closing and issuance were confirmed by written investor consent and duly authorized by the Board of Directors.