Bloomia Holdings Inc美股招股说明书(2026-03-27版)

BLOOMIA HOLDINGS, INC. Non-Transferable Subscription Rights to Purchase Up to $15,500,000 in Shares of Common Stock,representing3,827,160 Shares of Common Stock in the Aggregate This Prospectus Supplement No. 1 (this “prospectus supplement”) amends and supplements, only to theextent indicated herein, certain information contained in our prospectus dated February 18, 2026 (the“original prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No.333-292897). Extension of Subscription Period Bloomia Holdings, Inc. (“Bloomia Holdings, Inc.”, the “Company”, “we”, “us” or “our”) previouslydistributed at no charge to the holders of our common stock, par value $0.01 per share (the “CommonStock”), on apro ratabasis, non-transferable subscription rights to purchase up to an aggregate of3,827,160 shares of our Common Stock at a subscription price of $4.05 per whole share, payable by eachrights holder (i)in cash, (ii)by delivering in lieu of cash the cancellation of an equivalent amount of anyindebtedness for borrowed money (principal and/or accrued and unpaid interest) owed by the Company tosuch rights holder, or (iii)by delivery of a combination of cash and such indebtedness. We refer to thisoffering as the “Rights Offering”. The subscription rights were issued to holders of our Common Stock asof the close of business on February 16, 2026, the record date for the Rights Offering (the “Record Date”).Each subscription right entitles its holder to purchase 2.16 shares of our Common Stock. Additionally,rights holders who fully exercise their basic subscription rights are entitled to subscribe for additionalshares of our Common Stock that remain unsubscribed as a result of any unexercised basic subscriptionrights (the “over-subscription privilege”). The over-subscription privilege allows a rights holder tosubscribe for additional shares of our Common Stock at the subscription price of $4.05 per whole share.We refer to the basic subscription rights and over-subscription privilege as “rights” or “subscriptionrights”. The subscription rights are currently exercisable and, under the original prospectus, were scheduled toexpire at 5:00 p.m., Eastern Time, on March 27, 2026. As provided for in the original prospectus, we areextending the period to exercise the subscription rights (the “Subscription Period”) to 5:00 p.m., EasternTime, on April 1, 2026 (the “Expiration Date and Time”). All references in the original prospectus to“Subscription Period” and “Expiration Date and Time” are hereby amended as set forth in the immediatelypreceding sentence. All other descriptions, terms, and conditions set forth in the original prospectus remainunchanged. We may, in our sole discretion, further extend the Subscription Period. We will further extend theSubscription Period if required by applicable law, and we may choose to further extend the SubscriptionPeriod if we decide that changes in the market price of our Common Stock warrant an extension or if wedecide to give you more time to exercise your subscription rights in this Rights Offering. Once you have exercised your subscription right, your exercise may not be revoked. The subscriptionrights that are not exercised by the Expiration Date and Time will expire and will have no value. Youshould carefully consider whether or not to exercise your subscription rights before the Expiration Dateand Time. If you are a beneficial owner of shares of Common Stock registered in the name of a broker,dealer, custodian bank, or other nominee, your nominee may establish an earlier deadline before theExpiration Date and Time by which time you must provide the nominee with your instructions and deliverall documents and payments to exercise your subscription rights. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “TULP”. OnMarch 24, 2026, the closing price of our Common Stock as reported by Nasdaq was $3.89 per share. The subscription rights are non-transferable, except that they will be transferable by operation of law. Thesubscription rights will not be listed for trading on Nasdaq or any other stock exchange or market. Exercising the subscription rights and investing in our Common Stock involves significant risks. Weurge you to read carefully the entirety of the original prospectus, including the section titled “RiskFactors” beginning on page16 of the original prospectus, the section titled “Risk Factors” of ourTransition Report on Form10-KT filed on August 28, 2025, in our Quarterly Report on Form10-Qfiled on November 10, 2025 for the fiscal quarter ended September 30, 2025, in our QuarterlyReport on Form 10-Q filed on February 13, 2026 for the fiscal quarter ended December 31, 2025,and all other information included or incorporated by reference in the original prospectus beforeyou decide whether to exercise your rights. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commissionhas appro