WIXLIB

26.The average investment during the “presale” was 340,000 and the averageinvestment during the “public sale” was about 2,000, both of which are not commensurate withconsumptive use.27.As soon as the token sale closed, Bloom’s principals took steps to make the tokenavailable for trading on crypto asset trading platforms, including submitting applications anddemonstrating the product. After the token sale closed, Bloom’s principals also made numerousstatements in livestreams to the effect of, “Exchanges! We know you guys want to know aboutthis!”, “Exchanges! Obviously a key topic!,” and “We recognize that exchanges will play animportant role in the ecosystem.”Bloom’s Offers and Sales of Securities Were Not Registered28.Bloom’s offers and sales of BLT were not registered with the Commission, nordid Bloom’s offers and sales of BLT satisfy any valid exemption from registration.Violations29.As a result of the conduct described above, Bloom violated Section 5(a) of theSecurities Act, which states that unless a registration statement is in effect as to a security, it shallbe unlawful for any person, directly or indirectly, to make use of any means or instruments oftransportation or communication in interstate commerce or of the mails to sell such securitythrough the use or medium of any prospectus or otherwise; or to carry or cause to be carriedthrough the mails or in interstate commerce, by any means or instruments of transportation, anysuch security for the purpose of sale or for delivery after sale.30.Also as a result of the conduct described above, Bloom violated Section 5(c) of theSecurities Act, which states that it shall be unlawful for any person, directly or indirectly, to makeuse of any means or instruments of transportation or communication in interstate commerce or ofthe mails to offer to sell or offer to buy through the use of medium of any prospectus or otherwiseany security, unless a registration statement has been filed as to such security.Bloom’s Cooperation and Remedial Efforts31.In determining to accept the Offer, the Commission considered remedial actspromptly undertaken by Respondent and cooperation afforded the Commission staff. The financialaudit of Bloom Protocol, LLC necessary for filing a Form 10 is complex, as it requires the auditorto look at three separate corporate entities, multiple government currencies, and crypto assets,including Ethereum and BLT, and there are a number of intercompany reconciliations. Bloom hasalready voluntarily taken steps to prepare for registration, including retaining an auditor to performthe audit, commencing the audit, and hiring 2.5 full-time employees to support the completion ofthe audited financials and the compliance work necessary to prepare for registration.6

UndertakingsRespondent has undertaken to:1.Within fourteen (14) days from the date of this Order, Respondent will issue a pressrelease (the “Press Release”) in a form not objected to by Commission staff, notifying the public ofthis Order and containing a link to the Order. At the same time, Respondent will prominently postthe Press Release, link to the Order on Bloom’s company website, and maintain it there until the“Claim Form Deadline” (as defined in Paragraph 2.c below).2.Subsequently, Respondent will:a. Within 270 days of the date of this Order, file a Form 10 to register underSection 12(g) of the Securities Exchange Act of 1934 (“the 1934 ActRegistration”) BLT as a class of securities;b. Respond promptly and in good faith to any and all comments concerning the1934 Act Registration issued by the Division of Corporation Finance;c. On a date no later than sixty (60) calendar days after the date of the filing of the1934 Act Registration, or on the date seven (7) days after the 1934 ActRegistration becomes effective, whichever date is sooner (the earlier date beingthe “Effective Date”), distribute by electronic means reasonably designed tonotify each potential claimant (“Distribution”), a notice and a claim form (the“Claim Form”), both of which shall be in a form not objected to by Commissionstaff, and both of which shall include a link to Bloom’s filing page on EDGAR,informing all persons and entities that purchased BLT from Respondent beforeand including January 2, 2018, of their potential claims under Section 12(a) ofthe Securities Act, including the right to sue “to recover the consideration paidfor such security with interest thereon, less the amount of any income receivedthereon, upon the tender of such security, or for damages if [the purchaser] nolonger owns the security” and informing purchasers that they may submit awritten claim on the Claim Form directly to Respondent at an address indicatedon the Claim Form of a purchaser’s assertion of rights under Section 12(a) ofthe Securities Act, and that such claims must be submitted by a date certain(“Claim Form Deadline”); said Claim Form Deadline shall be the earlier ofthree (3) months from the date that the Division of Corporation Finance notifiesRespondent that the Divisions review of the Form 10 has been concluded or six(6) months from the Effective Date;d. Simultaneously with the Distribution of the Claim Form, post the Claim Formon Respondent’s company website and maintain it there until the Claim FormDeadline; and7

e. Maintain such 1934 Act Registration and make timely filings of all reportsrequired by Section 13(a) of the Securities Exchange Act of 1934 at least untilthe later of (1) the Claims Form Deadline; (2) such time as Respondent has filedall reports required for the fiscal year within which the 1934 Act Registrationbecame effective; and (3) such time as Respondent is eligible to terminate itsregistration pursuant to Rule 12g-4 under the Securities Exchange Act of 1934.3.Respondent will pay the amount due under Section 12(a) of the Securities Act, ifany, to each qualified person or entity that purchased BLT from Respondent before and includingJanuary 2, 2018, and that submitted a written claim to Respondent’s address by the Claim FormDeadline using the Claim Form. Within three (3) months from the Claim Form Deadline,Respondent will make all payments it deems to be due and adequately substantiated to purchaserswho submitted the Claim Form by the Claim Form Deadline. Respondent may require that aclaimant submit additional documentation supporting that the claimant is entitled to receivepayment under Section 12(a) of the Securities Act and Paragraph 2 above. Upon receiving such arequest, a claimant will have thirty (30) days to provide the requested documentation in writing tothe address provided by Respondent. For any claims not paid, Respondent will provide theclaimant with a written explanation for the reason for non-payment.4.Beginning thirty (30) days after the Claim Form Deadline, Respondent will submitto Commission staff a monthly report of the claims received and the claims paid under Paragraph 3above, including (a) identifying information about each claimant; (b) the amount of each claim; (c)the resolution of each claim, including the amount of each payment; (d) identification of all claimsnot paid and the reasons for all non-payment of claims; and (e) a list of all complaints received (ifany) and the manner in which Respondent addressed each complaint. Respondent will provideCommission staff with any related additional information or documentation reasonably requestedby Commission staff, such as documentation submitted by the claimant and documentationsupporting Respondent’s decision regarding the claim. In response to any objections byCommission staff to Respondent’s handling of one or more claims, Respondent will reconsider itsdecision(s) in light of the objection and will provide a written explanation to Commission staff ofits decision following such reconsideration.5.Within four (4) months of the Claim Form Deadline, Respondent will submit toCommission staff a final report of its handling of all claims received under Paragraph 3 above,including all information listed in Paragraph 4 above (the “Final Report”),6.Respondent will certify, in writing, compliance with the undertakings set forthabove within sixty (60) days of final completion of all such undertakings. The certification shallidentify the undertaking, provide written evidence of compliance in the form of a narrative, and besupported by exhibits sufficient to demonstrate compliance. The Commission staff may makereasonable requests for further evidence of compliance, and Respondent agrees to provide suchevidence, as applicable. The certification and supporting material shall be submitted to MicheleLayne, Regional Director, Division of Enforcement, Securities and Exchange Commission, LosAngeles Regional Office, or such other person as the Commission staff may identify, with a copy8

to the Office of Chief Counsel of the Enforcement Division. The Commission staff may makereasonable requests for further evidence of compliance, and Respondent agrees to provide suchevidence, as applicable.7.If Respondent plans to file a Form 15 to terminate its registration pursuant to Rule12g-4 under the Securities Exchange Act of 1934 on the grounds that the BLT no longerconstitutes a “class of securities” under Rule 12g-4 because the BLT is no longer a “security”under Section 3(a)(10) of the 1934 Act, Respondent will notify the Commission staff at least thirty(30) days prior to such filing. Upon such notification, the Commission staff may make reasonablerequests for further information, and Respondent agrees to provide such information, as applicable.8.Respondent will retain all records and communications relating to the BLT tokensale for a period of at least one year after the date it submits the certification of compliance asdescribed in Paragraph 6 above, or until such time as otherwise required by law.9.Respondent may apply to Commission staff for an extension of the deadlinesdescribed above before their expiration and, upon a showing of good cause by Respondent,Commission staff may, in its sole discretion, grant such extensions for whatever time period itdeems appropriate.10.In determining whether to accept the Offer, the Commission has considered theseundertakings.IV.In view of the foregoing, the Commission deems it appropriate to impose the sanctionsagreed to in Respondent Bloom’s Offer.Accordingly, it is hereby ORDERED that:A.Pursuant to Section 8A of the Securities Act, Respondent Bloom cease and desistfrom committing or causing any violations and any future violations of Section 5(a) and 5(c) of theSecurities Act.B.Respondent shall, within 14 days of the entry of this Order, pay a civil moneypenalty in the amount of 300,000 to the Securities and Exchange Commission. In the event thatRespondent does not comply with all of the undertakings set forth in the Undertakings portion ofthis Order (with the exception of the undertaking contained in Section 2(e), provided that thereason for the noncompliance relates to subparagraph (3) of the undertaking, and with theexception of the undertakings contained in Sections 2(a), (b) and (e), provided that the reason forthe alleged noncompliance is that the Staff or the Commission takes the position that financialstatements or other information about a person or persons other than Respondent must be includedin Respondent’s 1934 Act Registration or reports required by Section 13(a) of the SecuritiesExchange Act of 1934, unless such information is reasonably available to Respondent and can be9

obtained by Respondent in a timely fashion without undue hardship), Respondent shall pay a civilmoney penalty in the amount of 30,912,842, less any amounts already paid to the Securities andExchange Commission or paid to token purchasers pursuant to Paragraph 3 of the undertakingsaccording to the procedures specified below in paragraphs (i) through (vii).i.If Commission staff believe that Respondent has not complied with all of theundertakings, it shall promptly notify Respondent. Respondent shall have 30 daysfrom such notice to cure any failure to comply, and the parties agree to promptlymeet and confer thereafter to discuss any claimed uncured breach.ii.If Commission staff believe that Respondent has failed to cure the breach, theDivision of Enforcement may, at any time following entry of this Order,recommend that the Commission issue the Order Making Findings and Imposing aCivil Money Penalty (“Penalty Order”) attached as Addendum A to this Orderdirecting the payment of a civil money penalty in the amount of 30,912,842, lessany amounts already paid to the Securities and Exchange Commission or paid totoken purchasers pursuant to Paragraph 3 of the undertakings.iii.In the event that Commission staff propose to recommend that the Commissionissue the Penalty Order attached as Addendum A to this Order, the staff shall firstprovide Respondent with a written statement of the reasons for suchrecommendation. The Respondent shall then have 30 days from such notice tosubmit a written statement in response, which shall be presented to the Commissionwith a recommendation from the staff. The Commission staff, in its sole discretion,may request additional submissions or information from the Respondent forpresentation to the Commission. In its written statement in response, theRespondent agrees that it may not, by way of defense to any such recommendation,(1) contest the findings in the Order; or (2) assert any defense to liability or remedy,including, but not limited to, any statute of limitations defense or other defensebased on the passage of time.iv.The Commission, in its sole discretion, may determine that Respondent has notcomplied with all undertakings and thereupon enter, without further notice, thePenalty Order attached as Addendum A to this Order directing the payment of acivil money penalty in the amount of 30,912,842, less any amounts already paid tothe Securities and Exchange Commission or paid to token purchasers pursuant toParagraph 3 of the undertakings.v.For purposes of the Commission’s consideration of any Commission staffrecommendation under paragraph iii and iv above, Respondent waives: (i) suchprovisions of the Commission’s Rules of Practice or other requirements of law asmay be construed to prevent any member of the Commission’s staff fromparticipating in the preparation of or advising the Commission as to the entry of thePenalty Order attached as Addendum A to this Order; (ii) any right to claim bias or10

prejudgment by the Commission.vi.The entry of the Penalty Order attached as Addendum A to this Order shall be final.There shall be no review by any federal court.vii.The Commission finds that a total civil money penalty in the amount of 30,912,842 is appropriate in light of the violations alleged in this Order and thetotal civil penalty amount would have been ordered absent Respondent’s agreementto the Undertakings portion of this Order.C.The Commission may distribute civil money penalties collected in this proceedingif, in its discretion, the Commission orders the establishment of a Fair Fund pursuant to 15 U.S.C.§ 7246, Section 308(a) of the Sarbanes-Oxley Act of 2002. The Commission will hold funds paidpursuant to this paragraph in an account at the United States Treasury pending a decision whetherthe Commission, in its discretion, will seek to distribute funds or, subject to Exchange Act Section21F(g)(3), transfer them to the general fund of the United States Treasury. If timely payment is notmade, additional interest shall accrue pursuant to 31 U.S.C. §3717.Payment must be made in one of the following ways:(1)Respondent may transmit payment electronically to the Commission, whichwill provide detailed ACH transfer/Fedwire instructions upon request;(2)Respondent may make direct payment from a bank account via Pay.govthrough the SEC website at http://www.sec.gov/about/offices/ofm.htm; or(3)Respondent may pay by certified check, bank cashier’s check, or UnitedStates postal money order, made payable to the Securities and ExchangeCommission and hand-delivered or mailed to:Enterprise Services CenterAccounts Receivable BranchHQ Bldg., Room 181, AMZ-3416500 South MacArthur BoulevardOklahoma City, OK 73169Payments by check or money order must be accompanied by a cover letter identifyingBloom as a Respondent in these proceedings, and the file number of these proceedings; a copy ofthe cover letter and check or money order must be sent to Michele Layne, Division ofEnforcement, Securities and Exchange Commission, Los Angeles Regional Office.D.Regardless of whether the Commission in its discretion orders the creation of aFair Fund for the penalties ordered in this proceeding, amounts ordered to be paid as civil moneypenalties pursuant to this Order shall be treated as penalties paid to the government for all11

purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty,Respondent agrees that in any Related Investor Action, it shall not argue that it is entitled to, norshall it benefit by, offset or reduction of any award of compensatory damages by the amount of anypart of Respondent’s payment of a civil penalty in this action ("Penalty Offset"). If the court in anyRelated Investor Action grants such a Penalty Offset, Respondent agrees that it shall, within 30days after entry of a final order granting the Penalty Offset, notify the Commission's counsel in thisaction and pay the amount of the Penalty Offset to the Securities and Exchange Commission. Sucha payment shall not be deemed an additional civil penalty and shall not be deemed to change theamount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a "RelatedInvestor Action" means a private damages action brought against Respondent by or on behalf ofone or more investors based on substantially the same facts as alleged in the Order instituted by theCommission in this proceeding.By the Commission.Vanessa A. CountrymanSecretary12

ADDENDUM A13

UNITED STATES OF AMERICABefore theSECURITIES AND EXCHANGE COMMISSIONSECURITIES ACT OF 1933Release No. [] / DATEADMINISTRATIVE PROCEEDINGFile No.ORDER M

Bloom Holdco, LLC owns Bloom, Ltd., which in turn, owns Bloom. Bloom Holdco, LLC is not registered with the Commission in any capacity. Facts 7. Bloom, a technology start up, was founded in August 2017 by three students and another individual living in the United States. Bloom's purported goal has been to "revolutionize"