|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
GMR Solutions Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Pegasus Aggregator Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,027,379.17 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Pegasus Aggregator Parent LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,027,379.17 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
KKR GMR Consolidated Aggregator LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,027,379.17 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
KKR North America Fund XI (AMG) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,027,379.17 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
KKR AMG Managing Member LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,027,379.17 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Henry R. Kravis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,027,379.17 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
George R. Roberts | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,027,379.17 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
GMR Solutions Inc. | |
| (b) | Address of issuer's principal executive offices:
4400 Hwy 121, Suite 700, Lewisville, TX 75056 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the persons listed below under Item 2 (each, a "Reporting Person" and, collectively, the "Reporting Persons"), have agreed to file one statement with respect to their beneficial ownership of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of GMR Solutions Inc. (the "Issuer").
(i) Pegasus Aggregator Holdco LLC
(ii) Pegasus Aggregator Parent LLC
(iii) KKR GMR Consolidated Aggregator LLC
(iv) KKR North America Fund XI (AMG) LLC
(v) KKR AMG Managing Member LLC
(vi) Henry R. Kravis
(vii) George R. Roberts | |
| (b) | Address or principal business office or, if none, residence:
The principal business office for all persons filing (other than Mr. Roberts) is:
c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025 | |
| (c) | Citizenship:
See Item 4 of each cover page. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of June 30, 2026, Reporting Persons may be deemed to beneficially own an aggregate of 168,027,379.1707 shares of Class A Common Stock representing approximately 81.1% of the outstanding shares of Class A Common Stock of the Issuer calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The Reporting Persons' beneficial ownership consists of: (i) 14,785,611 shares of Class A Common Stock held directly by Pegasus Aggregator Holdco LLC and (ii) an aggregate of 153,241,768.1707 warrants to purchase Class A Common Stock directly held by Pegasus Aggregator Holdco LLC, exercisable into an equal number of shares of Class A Common Stock (the "Warrants"). Excluded from beneficial ownership is an aggregate of 5,015,666.5746 warrants to purchase Class B common stock ("Class B Common Stock") of the Issuer. Each share of Class B Common Stock will automatically convert into one share of Issuer Class A Common Stock upon the sale or other transfer by the holder thereof to a person other than a permitted transferee. Each share of Class B Common Stock is non-voting, except as may be required by law or otherwise provided by the Issuer's certificate of incorporation.
Calculation of beneficial ownership is based on 54,011,711 shares of Class A Common Stock outstanding as of June 1, 2026 as disclosed in the Quarterly Report on Form 10-Q filed by Isser with the Securities and Exchange Commission on June 2, 2026 and assumes the exercise of all of the Warrants beneficially held by Reporting Persons.
Each of Pegasus Aggregator Parent LLC (as the sole member of Pegasus Aggregator Holdco LLC), KKR GMR Consolidated Aggregator LLC (as the sole member of Pegasus Aggregator Parent LLC), KKR North America Fund XI (AMG) LLC (as the managing member of KKR GMR Consolidated Aggregator LLC), KKR AMG Managing Member LLC (as the managing member of KKR North America Fund XI (AMG) LLC) and Messrs. Henry R. Kravis and George R. Roberts (as the sole members of KKR AMG Managing Member LLC) may be deemed to be the beneficial owners of the securities directly held by Pegasus Aggregator Holdco LLC but disclaim beneficial ownership of such securities.
A minority third-party investor in Pegasus Aggregator Holdco LLC has the right, exercisable beginning 18 months from the closing of the Issuer's initial public offering, to request the sale of up to 9,935,455.54 shares of Class A Common Stock underlying warrants held by Pegasus Aggregator Holdco LLC. The Reporting Persons have voting and dispositive power over these shares, subject to customary protections for a minority holder. | |
| (b) | Percent of class:
See Item 4(a) above. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Item 5 of each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
99. 1 Joint Filing Agreement
99. 2 Powers of Attorney |