{"schema_version":"secwatch.filing_event.v1","accession":"0001654954-24-002175","form_type":"8-K","ticker":"TULP","cik":"0000875355","company_name":"BLOOMIA HOLDINGS, INC.","filed_at":"2024-02-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.103815+00:00","generated_at":"2026-06-05T16:12:11.852494+00:00","sec_items":["1.01","2.01","2.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Lendway acquires Bloomia for ~$47.5M cash; becomes specialty ag & finance company","bullets":["Lendway acquired 100% of Bloomia B.V. for approximately $47.5 million cash via subsidiary Tulp 24.1.","Lendway holds 81.4% interest in Tulp 24.1; Bloomia CEO Werner Jansen owns remaining 18.6%.","Financing: $22.8M from Associated Bank credit facility and $15.5M in bridge loans from sellers.","Bloomia produces over 75 million fresh cut tulip stems annually with operations in US, Netherlands, and South Africa.","Acquisition broadens Lendway's mandate to specialty ag and finance, targeting long-term growth."],"urls":{"canonical":"https://secwatch.observer/filing/0001654954-24-002175","json":"https://secwatch.observer/filing/0001654954-24-002175.json","markdown":"https://secwatch.observer/filing/0001654954-24-002175.md","text":"https://secwatch.observer/filing/0001654954-24-002175.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/ldwy_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T16:12:11.852494+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"46db5e9bc1004abab61bb31e9ddd3bf60064c1f7","claim":"BLOOMIA HOLDINGS, INC. incurred loan of approximately $400,000 with Jansen.","evidence_excerpt":"The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by Strengers (“Bridge Loan 1”); (iii) a second bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidiary (“Bridge Loan 2”, together with Bridge Loan 1, the “Bridge Loans”), and (iv) cash on hand.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"approximately $400,000"},{"label":"Counterparty","value":"Jansen"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"4fccba23fa654485a5581fc9e0c63deeb89ade49","claim":"BLOOMIA HOLDINGS, INC. incurred loan of approximately $12.1 million with Botman.","evidence_excerpt":"The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by Strengers (“Bridge Loan 1”); (iii) a second bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidiary (“Bridge Loan 2”, together with Bridge Loan 1, the “Bridge Loans”), and (iv) cash on hand.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"approximately $12.1 million"},{"label":"Counterparty","value":"Botman"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"6c8c7e60ad299d351e280b43316661448b465345","claim":"BLOOMIA HOLDINGS, INC. incurred credit facility of $18,000,000 in term loans with Associated Bank, N.A. at Term SOFR for an interest period of one month plus 3.0% maturing repaid in full after five years.","evidence_excerpt":"On February 20, 2024, the Company entered into a Credit Agreement as the parent guarantor, together with the U.S. Subsidiary, as borrower (the “Borrower”), the Dutch Subsidiary, as a guarantor, and, effective immediately upon the consummation of the Purchase Agreement, Bloomia, and Fresh Tulips USA, LLC, a Virginia limited liability company, as guarantors, with Associated Bank, N.A., a national banking association, as agent for itself and the other lenders from time to time party thereto (the “Credit Agreement”). Under the Credit Agreement, the lenders funded $18,000,000 in term loans to fund the Borrower’s acquisition of Bloomia. The Credit Agreement also contains a $6,000,000 revolving facility, which may be used by the Borrower for general business purposes and working capital. Borrowings under the Credit Agreement bear interest at a rate per annum equal to Term SOFR for an interest period of one month plus 3.0%.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Principal","value":"$18,000,000 in term loans"},{"label":"Counterparty","value":"Associated Bank, N.A."},{"label":"Rate","value":"Term SOFR for an interest period of one month plus 3.0%"},{"label":"Maturity","value":"repaid in full after five years"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"75bf8f2701ec65f83ffdacc6d7851f6a5ff0817c","claim":"BLOOMIA HOLDINGS, INC. incurred revolving credit of $6,000,000 revolving facility with Associated Bank, N.A..","evidence_excerpt":"On February 20, 2024, the Company entered into a Credit Agreement as the parent guarantor, together with the U.S. Subsidiary, as borrower (the “Borrower”), the Dutch Subsidiary, as a guarantor, and, effective immediately upon the consummation of the Purchase Agreement, Bloomia, and Fresh Tulips USA, LLC, a Virginia limited liability company, as guarantors, with Associated Bank, N.A., a national banking association, as agent for itself and the other lenders from time to time party thereto (the “Credit Agreement”). Under the Credit Agreement, the lenders funded $18,000,000 in term loans to fund the Borrower’s acquisition of Bloomia. The Credit Agreement also contains a $6,000,000 revolving facility, which may be used by the Borrower for general business purposes and working capital.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"revolving credit"},{"label":"Principal","value":"$6,000,000 revolving facility"},{"label":"Counterparty","value":"Associated Bank, N.A."},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"a13de5c65e4878a55843caf86c33095c333c21d2","claim":"BLOOMIA HOLDINGS, INC. incurred loan of $2.7 million with Botman.","evidence_excerpt":"The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by Strengers (“Bridge Loan 1”); (iii) a second bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidiary (“Bridge Loan 2”, together with Bridge Loan 1, the “Bridge Loans”), and (iv) cash on hand.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$2.7 million"},{"label":"Counterparty","value":"Botman"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"d597d88355418f1cd15c99143c94520466f7d7e0","claim":"BLOOMIA HOLDINGS, INC. completed an acquisition involving Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers for approximately $47.5 million (closed 2024-02-22).","evidence_excerpt":"minus debt and other liabilities. After accounting for interim developments after the valuation date, the U.S. Subsidiary paid cash closing consideration totaling approximately $47.5 million. The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers"},{"label":"Consideration","value":"approximately $47.5 million"},{"label":"Closing","value":"2024-02-22"}],"fact_type":"ma_transaction"},{"claim_id":"0a46a1d742fe28dfc5d948e113f5c46714d6b916","claim":"BLOOMIA HOLDINGS, INC. entered into Agreement for the Sale and Purchase of Shares with Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers valued at approximately $54.4 million (effective 2024-02-22).","evidence_excerpt":"Agreement for the Sale and Purchase of Shares (the “Purchase Agreement”) by and among the U.S. Subsidiary, the Dutch Subsidiary, Botman Bloembollen B.V. (“Botman”), W.F. Jansen, who is also the continuing chief executive officer of Bloomia (“Jansen”), and H.J. Strengers (“Strengers”, together with Botman and Jansen, the “Sellers”) and the Company, as the Guarantor.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers"},{"label":"Value","value":"approximately $54.4 million"},{"label":"Effective","value":"2024-02-22"}],"fact_type":"material_agreement"},{"claim_id":"dde8af171f48596ccc9f694d15c6eadb710a95b6","claim":"BLOOMIA HOLDINGS, INC. entered into Credit Agreement with Associated Bank, N.A. (effective 2024-02-20).","evidence_excerpt":"On February 20, 2024, the Company entered into a Credit Agreement as the parent guarantor, together with the U.S. Subsidiary, as borrower (the “Borrower”), the Dutch Subsidiary, as a guarantor, and, effective immediately upon the consummation of the Purchase Agreement, Bloomia, and Fresh Tulips USA, LLC, a Virginia limited liability company, as guarantors, with Associated Bank, N.A., a national banking association, as agent for itself and the other lenders from time to time party thereto (the “Credit Agreement”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/875355/000165495424002175/0001654954-24-002175-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Associated Bank, N.A."},{"label":"Effective","value":"2024-02-20"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}