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BLOOMIA HOLDINGS, INC.

For the period ended Jun 30, 2026. Filed Sep 21, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 21, 2026

TULP$2.48+7.4%Stored close · as of Nov 10, 2026

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Item 8. Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Stockholders of

Bloomia Holdings, Inc. and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bloomia Holdings, Inc. (the Company) as of June 30, 2026, and 2025, and the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for the year ended June 30, 2026, the six-month period ended June 30, 2025, and for the year ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and 2025, and the results of its operations and its cash flows for the year ended June 30, 2026, the six-month period ended June 30, 2025, and for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Indefinite-Lived Trade Name Impairment Assessments

As discussed in Notes 2 and 9 to the consolidated financial statements, the Company tests goodwill and indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that the carrying value of a reporting unit, including goodwill, or indefinite-lived intangible asset might exceed the fair value of the respective reporting unit or indefinite-lived intangible asset. During the year ended June 30, 2026, the Company performed quantitative assessments and recognized a trade name impairment charge of $2,043,000, which reduced the carrying amount of the trade name to its estimated fair value of $6,527,000 and an $11,122,000 goodwill impairment charge, which reduced the carrying amount of goodwill to zero.

The Company estimated the fair value of the indefinite-lived trade name under the relief-from-royalty method required significant assumptions regarding forecasted revenues, royalty rates, discount rates, and long-term growth expectations. Similarly, for goodwill, the Company estimated the fair value of the reporting unit utilizing an income approach based on discounted cash flows. The determination of fair value required management to make significant assumptions regarding projected revenue growth and gross margins, terminal growth rates, and discount rates.

We identified the Company’s trade name and goodwill impairment assessments as a critical audit matter because of the significant judgment involved in determining the fair value of the trade name and reporting unit. Auditing management's assumptions required a high degree of auditor judgment and the involvement of valuation specialists due to the sensitivity of the fair value estimates to changes in key assumptions, particularly projected operating performance, projected cash flows, discount rates, royalty rates, and long-term growth assumptions.

The following are the primary procedures we performed to address this critical audit matter:

●We obtained an understanding of, and evaluated the design and implementation of, relevant controls over management's impairment assessment process, including controls related to the development and review of significant assumptions utilized in the valuation models.
●We evaluated the reasonableness of management's forecasts by comparing forecasted amounts with historical operating results, recent business performance, industry and market conditions, and other relevant evidence.
●We tested the mathematical accuracy of the discounted cash flow and relief-from-royalty models utilized in the impairment analyses.
●With the assistance of professionals with specialized skills and knowledge in valuation, we evaluated the appropriateness of the valuation methodologies and the reasonableness of significant assumptions utilized by management and its valuation specialist, including the discount rates, royalty rates, long-term growth rates, and market participant data.
●We evaluated the skill, knowledge, and experience of management's third-party valuation specialist, to determine whether management's specialist possessed the necessary competence and capabilities to support the impairment conclusions.

We have served as the Company’s auditor since 2023.

/s/Boulay PLLP

Minneapolis, Minnesota

September 21, 2026

PCAOB ID: 542

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