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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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GLOO HOLDINGS, INC. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
ImHyuk Yi 888 Seventh Avenue, 22nd Floor,, New York, NY, 10106 212-984-8877 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Grace & Mercy Foundation, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
GLOO HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
831 Pearl Street, Boulder,
COLORADO
, 80302. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person with the SEC on November 28, 2025, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person with the SEC on January 12, 2026 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby supplemented as follows:
As of May 27, 2026 (the "Event Date") and the date of this Amendment (the "Filing Date"), the Reporting Person may be deemed to beneficially own 2,500,000 shares of Class A Common Stock, which is approximately 19.1% of the Class A Common Stock outstanding. As of the Event Date and the Filing Date, the Issuer had 13,108,949 shares of Class A Common Stock outstanding and 69,298,373 shares of Class B Common Stock outstanding (based on 13,108,949 shares of Class A Common Stock and 69,298,373 shares of Class B Common Stock reported as issued and outstanding as of May 15, 2026 in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on May 27, 2026). Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share and is convertible at any time into one share of Class A Common Stock. | |
| (b) | The information contained on the cover page to this Amendment is incorporated by reference into this Item 5. The Reporting Person exercises sole voting and dispositive power over all securities of the Issuer held by the Reporting Person directly. | |
| (c) | No transactions in the Class A Common Stock have been effected by the Reporting Person or the Covered Persons during the past sixty days prior to (i) the Event Date and (ii) the Filing Date. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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