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Bloomia Holdings (NASDAQ: LDWY) alters bridge loan, adds $1M unsecured note

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bloomia Holdings, Inc. reports changes to its acquisition financing and adds new debt. Its Bloomia subsidiaries originally borrowed $12,750,275 under a Bridge Loan Agreement related to acquiring Bloomia B.V., with Bloomia providing an unsecured guaranty. A prior amendment allowed the subsidiaries to fully prepay this bridge loan at a discounted amount of $7,330,000 in exchange for a release of certain warranty and indemnity claims.

On April 15, 2026, the parties signed a Second Amendment to the bridge loan and the borrowers made an Initial Discounted Prepayment of $4,900,000. To help fund this, on April 13, 2026 Bloomia issued an unsecured Promissory Note to Gary Kohler for $1,000,000, bearing fixed interest of 11.5% per year, rising to 14.5% on default, and maturing on March 31, 2029. Bloomia may prepay the note at any time without penalty.

Positive

  • None.

Negative

  • None.

Insights

Bloomia restructures acquisition debt and adds a small, higher-cost note.

Bloomia’s subsidiaries are moving toward a discounted payoff of the original $12,750,275 bridge loan, with an Initial Discounted Prepayment of $4,900,000. That path can reduce the ultimate cash outlay compared with the bridge loan’s original terms, in exchange for releasing certain warranty and indemnity claims under the share purchase agreement.

The company funded part of this prepayment via a new unsecured $1,000,000 Promissory Note at a fixed 11.5% interest rate, stepping up to 14.5% upon default and maturing on March 31, 2029. This increases interest expense but extends repayment over several years and carries no prepayment penalty, giving flexibility if Bloomia later refinances or repays early.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Original bridge loan principal $12,750,275 Bridge Loan Agreement for Bloomia B.V. acquisition
Discounted Prepayment Amount $7,330,000 Amount allowed for full discounted prepayment
Initial Discounted Prepayment $4,900,000 Paid by borrowers on April 15, 2026
New Promissory Note principal $1,000,000 Unsecured note issued to Gary Kohler
Base interest rate on note 11.5% per annum Fixed rate before any default
Default interest rate on note 14.5% per annum Applies upon an event of default
Note maturity date March 31, 2029 Final due date for principal and interest
Bridge Loan Agreement financial
"entered into that certain Bridge Loan Agreement dated February 22, 2024"
Discounted Prepayment Amount financial
"prepay the Bridge Loan in full at a discount in the aggregate amount of $7,330,000 (the “Discounted Prepayment Amount”)"
Release of Claims financial
"in each case to the extent such liabilities remain outstanding ... (collectively, the “Release of Claims”)."
Second Amendment to Bridge Loan Agreement financial
"entered into that certain Second Amendment to Bridge Loan Agreement"
Promissory Note financial
"entered into an unsecured Promissory Note (the “Note”), dated April 1, 2026"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
event of default financial
"increases to 14.5% if there is an event of default under the Note"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Understanding 8-K Material Events →
0000875355false00008753552026-04-132026-04-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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April 13, 2026

Date of Report (Date of Earliest Event Reported)

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Bloomia Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware

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001-13471

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41-1656308

(State or other jurisdiction of Incorporation)

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(Commission

File Number)

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(I.R.S. Employer

Identification No.)

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5000 West 36th Street, Suite 220,

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Minneapolis, Minnesota

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55416

(Address of Principal Executive Offices)

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(Zip Code)

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(763) 392-6200

(Registrant’s Telephone Number, Including Area Code)

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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):

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

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Trading Symbol

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Name of each exchange on which registered

Common Stock, par value $0.01 per share

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TULP

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The Nasdaq Stock Market LLC

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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):

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☐   Emerging growth company

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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.   ☐

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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.

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(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.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

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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

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.

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Description

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Method of Filing

10.1

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Second Amendment to Bridge Loan Agreement, dated April 15, 2026, by and among Botman Bloembollen B.V., W.J. Jansen, H.J. Strengers,  TULP 24.1, LLC, and Tulipa Acquisitie Holding B.V. dba Bloomia

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Filed Electronically

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10.2

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Promissory Note, dated April 1, 2026, made by Bloomia Holdings, Inc. in favor of Gary Kohler

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Filed Electronically

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104

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Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)

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Filed Electronically

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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.

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BLOOMIA HOLDINGS, INC.

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Dated: April 17, 2026

By

/s/ Elizabeth E. McShane

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Elizabeth E. McShane

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Chief Financial Officer

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Source: View Original Filing on SEC EDGAR

FAQ

What bridge loan is Bloomia Holdings (LDWY) amending in this 8-K?

Bloomia’s subsidiaries previously entered a Bridge Loan Agreement for $12,750,275 in connection with acquiring Bloomia B.V. Bloomia guaranteed this debt and is now adjusting how it will be repaid through discounted prepayment arrangements and related amendments.

How much did Bloomia pay under the Initial Discounted Prepayment for the bridge loan?

Bloomia’s borrowing subsidiaries made an Initial Discounted Prepayment of $4,900,000. This payment is part of a structure allowing them to settle the original $12,750,275 bridge loan at a previously negotiated discounted amount, tied to releasing certain warranty and indemnity claims.

What are the key terms of the new $1,000,000 Promissory Note for Bloomia Holdings (LDWY)?

The new unsecured Promissory Note has principal of $1,000,000, a fixed interest rate of 11.5% per year (rising to 14.5% on default), and matures on March 31, 2029. Bloomia may prepay it at any time without penalty or reborrowing rights.

How were the Promissory Note proceeds used by Bloomia Holdings (LDWY)?

Proceeds from the $1,000,000 unsecured Promissory Note from Gary Kohler were used toward paying the Initial Discounted Prepayment Amount of $4,900,000 on the bridge loan, helping Bloomia’s subsidiaries move toward the discounted settlement terms.

What interest rate and maturity apply to Bloomia’s new note to Gary Kohler?

The note bears a fixed interest rate of 11.5% annually, increasing to 14.5% if an event of default occurs. All principal plus accrued and unpaid interest is due in full at maturity on March 31, 2029, unless prepaid earlier.

Does Bloomia Holdings (LDWY) pay any fees on the new Promissory Note?

No closing or origination fees are payable to the lender under the Promissory Note. Bloomia only owes the $1,000,000 principal and the agreed interest, and it can prepay without any penalty charges or additional fee obligations.

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