BLOOMIA HOLDINGS, INC. 10-Q

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer and its principal accounting officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, Dan Philp and Mark Jundt, principal executive officers and Biz McShane, principal accounting and financial officer concluded that the Company’s disclosure controls and procedures as of September 30, 2024 were effective. Changes in Internal Control Over Financial Reporting During the year, we completed the acquisition of a majority interest in Bloomia B.V. (“Bloomia”) which represents a material change in internal control over financial reporting since management’s last assessment. Prior to the acquisition, Bloomia was a private company and has not been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements to which public reporting companies may be subject. As part of our ongoing integration activities, we are continuing to incorporate our controls and procedures into the acquired Bloomia subsidiaries and to augment our company-wide controls to reflect the risks inherent in an acquisition of this type. Other than the Bloomia acquisition, there were no changes in the Company’s internal control over financial reporting occurred during the first nine months of 2024 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting. 33 Table of Contents PART II. OTHER INFORMATION Item 1. Legal Proceedings A description of our legal proceedings, if any, is contained in Note 12 of the Notes to condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, incorporated herein by reference.