Amendment: SEC Form SCHEDULE 13G/A filed by Gaia Inc.
$GAIA
Movies/Entertainment
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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GAIA, INC (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
36269P104 (CUSIP Number) |
03/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 36269P104 |
| 1 | Names of Reporting Persons
Flint Ridge Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Percentage calculated based on 19,672,638 shares of Class A Common Stock outstanding on March 7, 2025, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | 36269P104 |
| 1 | Names of Reporting Persons
Flint Ridge Partners L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage calculated based on 19,672,638 shares of Class A Common Stock outstanding on March 7, 2025, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | 36269P104 |
| 1 | Names of Reporting Persons
John P. Szabo, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Percentage calculated based on 19,672,638 shares of Class A Common Stock outstanding on March 7, 2025, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2024.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
GAIA, INC |
| (b) | Address of issuer's principal executive offices:
833 West South Boulder Road, Louisville, CO 80027 |
| Item 2. | |
| (a) | Name of person filing:
Flint Ridge Capital LLC, a Delaware limited liability company ("Flint Ridge")
Flint Ridge Partners, L.P., a Delaware limited partnership (the "Fund")
John P. Szabo, Jr.
Flint Ridge is the general partner and investment adviser of the Fund. Mr. Szabo is the control person of Flint Ridge. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
1343 Main Street, Suite 701, Sarasota, FL 34236 |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. |
| (d) | Title of class of securities:
Class A Common Stock |
| (e) | CUSIP No.:
36269P104 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Flint Ridge: 1,180,000
Fund: 1,180,000
John P. Szabo, Jr.: 1,950,000 |
| (b) | Percent of class:
Flint Ridge: 6.0%
Fund: 6.0%
John P. Szabo, Jr.: 9.9% |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Flint Ridge: 0
Fund: 0
John P. Szabo, Jr.: 345,000 | |
| (ii) Shared power to vote or to direct the vote:
Flint Ridge: 1,180,000
Fund: 1,180,000
John P. Szabo, Jr.: 1,605,000 | |
| (iii) Sole power to dispose or to direct the disposition of:
Flint Ridge: 0
Fund: 0
John P. Szabo, Jr.: 345,000 | |
| (iv) Shared power to dispose or to direct the disposition of:
Flint Ridge: 1,180,000
Fund: 1,180,000
John P. Szabo, Jr.: 1,605,000 | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Fund holds the securities reported herein for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. | |
| 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
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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