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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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) |
379598105 (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) |
12/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 379598105 |
| 1 |
Name of reporting person
Grace and Mercy Foundation, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
21.9 % | ||||||||
| 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. 1 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person with the SEC on November 28, 2025 (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 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and restated as follows:
Depending on the factors discussed herein, the Reporting Person and the Covered Persons may, from time to time, acquire additional shares of Class A Common Stock and/or retain and/or sell all or a portion of the shares of Class A Common Stock held by the Reporting Person or the Covered Persons, if any, in the open market or in privately negotiated transactions, and/or may distribute shares of Class A Common Stock to be acquired or held by the Reporting Person or the Covered Persons to other entities. Any actions the Reporting Person or the Covered Persons might undertake will be dependent upon the Reporting Person's and each Covered Person's review of numerous factors, including, among other things, the price levels of the Class A Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, the Reporting Person's and each Covered Person's need for liquidity, and other future developments. The Reporting Person and/or the Covered Persons anticipates having discussions with members of management and/or the board of directors of the Issuer, from time to time, regarding certain matters relating to the Issuer, which may include, among other things, changes to the Issuer's capital structure and allocation. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby supplemented as follows:
As of December 23, 2025, the Reporting Person may be deemed to beneficially own 2,500,000 shares of Class A Common Stock, which is approximately 24.7% of the Class A Common Stock outstanding. As of December 23, 2025, the Issuer had 10,130,932 shares of Class A Common Stock outstanding and 69,567,852 shares of Class B Common Stock outstanding (based on 10,130,932 shares of Class A Common Stock and 69,567,852 shares of Class B Common Stock reported as issued and outstanding as of December 18, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on December 23, 2025). 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.
As of January 8, 2026 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 21.9% of the Class A Common Stock outstanding. As of January 8, 2026 and the Filing Date, the Issuer had 11,405,352 shares of Class A Common Stock outstanding and 69,449,696 shares of Class B Common Stock outstanding (based on 11,405,352 shares of Class A Common Stock and 69,449,696 shares of Class B Common Stock disclosed as issued and outstanding as of January 9, 2026 by the Issuer directly to the Reporting Person). | |
| (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) December 23, 2025, (ii) January 8, 2026, and (iii) 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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