BLOOMIA HOLDINGS, INC. 10-Q

Item 1A. Risk Factors Except as set for below there have been no material changes in our risk factors from those previously disclosed in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022. RISKS RELATING TO OUR NEW BUSINESS Our new lending platform has limited history. Our Non-Bank Lending Platform (our “Lending Platform”) is recently formed and has no operating history and has generated no revenues. This lack of operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. There is no assurance that we can generate revenues in the non-bank lending marketplace, and even if revenues are generated there is no assurance that we can earn a profit from this new business. Because our Lending Platform’s business activities are in a very early stage, we can neither predict all potential risks nor assess the potential effects of those risks on our Lending Platform’s business, operating results, and financial condition or how much any factor, or combination of factors, could have an adverse effect on our business, results of operations and financial condition. Non-bank lending involves a substantial risk of loss. Our Lending Platform intends to assume the ultimate credit risk of borrower defaults on its future planned loan assets, and Our Lending Platform’s earnings, which come from net interest income and fees on those assets, depend significantly on their performance. Widespread and sustained repayment shortfalls on loans in Our Lending Platform’s portfolio could result in losses, particularly if the value of the available collateral does not cover Our Lending Platform’s exposure, and could materially and adversely affect Our Lending Platform’s business, operations, operating results, financial condition, liquidity, or capital levels. RISKS RELATED TO ECONOMY AND MARKET CONDITIONS Market conditions may restrict or delay desirable non-bank lending opportunities. Our Lending Platform’s business, operating results, financial condition, and capital levels may be materially and adversely affected by external factors that may affect the price or marketability of our Lending Platform’s planned products and services or our Lending Platform’s ability to offer its products and services, including, but not limited to: · disruptions in the debt or equity capital markets; · competitive pressures in our Lending Platform’s loan; · changes in interest rates that may increase our Lending Platform’s funding costs; and · market or customer perception of our Lending Platform’s reputation. 18 Table of Contents OPERATIONAL RISKS Our non-bank lending platform and related operations require development of new processes and controls. Our Lending Platform is exposed to operational risk due to the complex nature of its planned business operations and the processes and systems used to undertake its business activities and comply with regulatory requirements. Operational risks specific to our Lending Platform include the risks of loss resulting from: · inadequate or failed internal processes, systems, cybersecurity program, or infrastructure; · Our Lending Platform’s inability to successfully implement enhancements to any of these or migrate to new systems or infrastructure; · failed execution, including based on human error; · inadequate or failed internal controls or processes to detect or prevent fraud or other violations of law or regulations; or · external events, including a disruption involving physical site access, cyber incidents, catastrophic events, natural disasters, terrorist activities, or disease pandemics. Any of the foregoing could have an adverse effect on our ability to conduct our non-bank lending business, and our results of operations and financial condition The success of our non-bank lending platform initially will depend on one or a small number of employees. Our Lending Platform will rely on its employee’s breadth and depth of knowledge of lending platforms and related industries to run its planned business operations successfully. If our Lending Platform cannot retain and attract motivated and qualified employees or does not have adequate human capital to achieve its business objectives, our Lending Platform’s business performance, operations, financial condition, or reputation could be materially adversely affected. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.