Grace & Mercy boosts Gloo Holdings stake to 12%

Grace & Mercy Foundation, Inc. filed Amendment No. 4 to a Schedule 13D regarding its holdings in Gloo Holdings, Inc. Class A common stock.

Rhea-AI Filing Summary

Grace & Mercy Foundation, Inc. filed Amendment No. 4 to a Schedule 13D regarding its holdings in Gloo Holdings, Inc. Class A common stock. On July 9, 2026, it agreed to purchase 923,076 Class A shares in the issuer’s underwritten public offering at $3.25 per share, for an aggregate of approximately $3,000,000; the transaction closed on July 10, 2026, funded from its working capital.

Following this purchase, Grace & Mercy Foundation may be deemed to beneficially own 3,423,076 Class A shares, representing 12.0% of the Class A common stock outstanding, with sole voting and dispositive power over these shares. As of the same dates, Gloo had 28,523,881 Class A shares and 59,048,408 Class B shares outstanding; Class A carries one vote per share, while Class B carries ten votes per share and is convertible into Class A on a one-for-one basis.

Filing Explained

The July 10 closing left Grace & Mercy Foundation with 12.0% of Class A, while the offering expanded the share base for existing holders.

This July 13 Schedule 13D/A reports that Grace & Mercy Foundation, Inc. agreed on July 9, 2026 to buy 923,076 Class A shares in Gloo’s underwritten public offering, and that the purchase closed on July 10, 2026; its disclosed holding is now 3,423,076 shares, or 12.0% of Class A outstanding.

The filing reports 28,523,881 Class A shares outstanding after adjustment for the offering’s closing; under the supplied definition, issuing additional shares expands the share count and reduces an existing holder’s percentage ownership absent offsetting changes.

Schedules 13D and 13G disclose ownership above 5%, while an amendment tracks changes in the holder’s stake or stated intent; here, the foundation says it has sole voting and dispositive power over its securities.

The purchase was made with the foundation’s working capital at $3.25 per share, for an aggregate purchase price of approximately $3,000,000; the filing identifies the transaction as underwritten, a structure in which an investment bank buys securities from the issuer and resells them.

The filing states that Class A carries one vote per share, while Class B carries ten votes per share and is convertible into Class A, so the reported 12.0% is specifically a Class A ownership measure rather than a stated percentage of total voting power.

Key Figures

New shares purchased: 923,076 shares Purchase price per share: $3.25 per share Aggregate purchase price: approximately $3,000,000 +5 more

8 metrics

New shares purchased 923,076 shares Class A Common Stock purchased on July 9, 2026 in underwritten public offering

Purchase price per share $3.25 per share Offering price for Class A Common Stock in the Transaction

Aggregate purchase price approximately $3,000,000 Total paid by Grace & Mercy Foundation for 923,076 Class A shares

Beneficial ownership shares 3,423,076 shares Total Gloo Class A shares beneficially owned by Grace & Mercy Foundation

Percent of Class A owned 12.0% Portion of Gloo Class A common stock represented by 3,423,076 shares

Class A shares outstanding 28,523,881 shares Gloo Class A common stock outstanding as adjusted per July 10, 2026 closing

Class B shares outstanding 59,048,408 shares Gloo Class B common stock outstanding as adjusted for conversions

Class B voting power ten votes per share Voting rights attached to each share of Gloo Class B Common Stock

Key Terms

Schedule 13D, beneficially own, sole dispositive power, underwritten public offering, +1 more

5 terms

Schedule 13D regulatory

"agreed to purchase 923,076 shares ... reported in Amendment No. 4 to a Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own regulatory

"the Reporting Person may be deemed to beneficially own 3,423,076 shares of Class A"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole dispositive power regulatory

"The Reporting Person exercises sole voting and dispositive power over all securities"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

underwritten public offering financial

"in the Issuer's underwritten public offering of Class A Common Stock"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

Class B Common Stock financial

"59,048,408 shares of Class B Common Stock outstanding"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

What did Grace & Mercy Foundation disclose in this Schedule 13D/A for GLOO?

Grace & Mercy Foundation disclosed it agreed to purchase 923,076 Gloo Holdings Class A shares at $3.25 per share, bringing its beneficial ownership to 3,423,076 Class A shares, or 12.0% of that class.

How many GLOO Class A shares does Grace & Mercy Foundation now beneficially own?

Grace & Mercy Foundation may be deemed to beneficially own 3,423,076 Class A common shares of Gloo Holdings, Inc., representing approximately 12.0% of the Class A common stock outstanding as of the referenced dates.

What were the terms of Grace & Mercy Foundation’s recent GLOO share purchase?

On July 9, 2026, Grace & Mercy Foundation agreed to purchase 923,076 Gloo Class A shares at an offering price of $3.25 per share, for an aggregate purchase price of approximately $3,000,000, in an underwritten public offering.

How many GLOO shares were outstanding according to the Schedule 13D/A?

As of the relevant dates, Gloo Holdings had 28,523,881 Class A common shares and 59,048,408 Class B common shares outstanding, based on figures adjusted for the offering and certain Class B conversions.

What voting rights do GLOO Class A and Class B shares have?

Each Gloo Holdings Class A share carries one vote, while each Class B share carries ten votes and is convertible at any time into one share of Class A common stock, affecting overall voting power distribution.

How is Grace & Mercy Foundation’s control over its GLOO holdings described?

Grace & Mercy Foundation is reported to have sole voting power and sole dispositive power over its 3,423,076 Gloo Class A shares, with no shared voting or dispositive power indicated in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/13/2026 - 04:16 PM Accepted by SEC EDGAR 07/13/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

07/09/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 379598105

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)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,423,076.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,423,076.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,423,076.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

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. 4 (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 with the SEC on January 12, 2026, as further amended by Amendment No. 2 to the Schedule 13D filed with the SEC on May 29, 2026, as further amended by Amendment No. 3 to the Schedule 13D filed with the SEC on June 11, 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby supplemented as follows: On July 9, 2026 (the "Event Date"), the Reporting Person agreed to purchase 923,076 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 underwritten public offering of Class A Common Stock (the "Transaction") at the offering price of $3.25 per share, for an aggregate purchase price of approximately $3,000,000. The Transaction closed on July 10, 2026. The source of funds required for the Transaction consisted of working capital of the Reporting Person.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby supplemented as follows: As of the Event Date and the date of this Amendment (the "Filing Date"), the Reporting Person may be deemed to beneficially own 3,423,076 shares of Class A Common Stock, which is approximately 12.0% of the Class A Common Stock outstanding. As of the Event Date and the Filing Date, the Issuer had 28,523,881 shares of Class A Common Stock outstanding and 59,048,408 shares of Class B Common Stock outstanding (based on the number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of April 30, 2026 as adjusted to reflect the closing of the Transaction on July 10, 2026 and certain Class B Common Stock conversions from May 1, 2026 through July 2, 2026, as disclosed in the Issuer's Rule 424(b)(4) Prospectus filed with the SEC on July 9, 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)	Except as disclosed in Item 3, 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.

Grace & Mercy Foundation, Inc.

Signature:	/s/ ImHyuk Yi
Name/Title:	ImHyuk Yi / Treasurer
Date:	07/13/2026