BLOOMIA HOLDINGS, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Lendway, Inc. and Subsidiaries

Opinion on the consolidated financial statements

We have audited the accompanying consolidated balance sheets of Lendway, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the two-year period 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 December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 and 2023, 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 Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 critical audit matters 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 matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Business Combination – Estimate for Valuation of Acquired Intangible and Certain Long-Lived Assets

Description of the Critical Audit Matter

On February 22, 2024, the Company acquired majority ownership of Bloomia B.V. and Subsidiaries for total purchase consideration of $53,360,000. The transaction was accounted for under the acquisition method of accounting as a business combination whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the respective estimated fair value of such assets and liabilities on the acquisition date. The excess of the purchase consideration over the fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill. We identified the fair value determination of the intangible assets and certain long-lived assets acquired in the business combination as a critical audit matter due to the significant judgement required in determining their estimated values.

With respect to the intangible assets acquired, which consist of a trade name and customer relationships, the estimated fair values were determined based on the relief-from-royalty and multi-period excess earnings (“MPEEM”) methods, respectively. A cost method approach was used to value certain other long-lived assets, consisting primarily of property and equipment. Auditing these values required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of significant management inputs to each valuation method, such as discount rates, royalty rates, revenue assumptions, forecasts, and retention rates.

How We Addressed the Critical Audit Matter in Our Audit

Our audit procedures related to the valuation determination of the intangible assets, certain long-lived assets, and noncontrolling interest acquired included the following, among others:

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

/s/Boulay PLLP

Minneapolis, Minnesota

March 27, 2025

PCAOB ID: 542