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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
11/20/2025 (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)
27.5 % | ||||||||
| 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 2. | Identity and Background |
| (a) | This Schedule 13D is filed by The Grace and Mercy Foundation, Inc. (the "Reporting Person"), a charitable, nonprofit and nonstock Delaware corporation. Set forth on Appendix A are the names of the members of the board of directors and executive officers of the Reporting Person and certain other persons associated with the Reporting Person (collectively, the "Covered Persons"). Appendix A is incorporated by reference herein as Exhibit 1. |
| (b) | The business address for the Reporting Person and the Covered Persons is 888 Seventh Avenue, 22nd Floor, New York, NY 10106. |
| (c) | The Reporting Person is a 501(c)(3) private foundation, charitable entity that works with organizations that bring tangible value to their communities, targeting opportunities that leverage the Reporting Person's financial, experiential, and human capital. The principal occupation of each of the Covered Persons is set forth on Appendix A. |
| (d) | Except as set forth on Appendix A, during the last five years, neither the Reporting Person nor the Covered Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither the Reporting Person nor the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a charitable, nonprofit and nonstock Delaware corporation. The citizenship of each of the Covered Persons is set forth on Appendix A. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On November 20, 2025 (the "Event Date"), the Reporting Person acquired 2,500,000 shares of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of Gloo Holdings, Inc. (the Issuer") in the Issuer's initial public offering (the "Transaction") for an aggregate purchase price of $20,000,000.
The source of funds required for the Transaction consisted of working capital of the Reporting Person. | |
| Item 4. | Purpose of Transaction |
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. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the Event Date and the date of this Schedule 13D (the "Filing Date"), the Reporting Person may be deemed to beneficially own 2,500,000 shares of Class A Common Stock, which is approximately 27.5% of the Class A Common Stock outstanding. As of the Event Date and the Filing Date, the Issuer had 9,100,000 shares of Class A Common Stock outstanding and 69,561,186 shares of Class B common stock, par value $0.001 per share (the "Class B Common Stock") outstanding. 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 Schedule 13D 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) | Except for the information set forth in this Schedule 13D, 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. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Appendix A |
| 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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