GAIA, INC

SC 13G/A 1 gaia-sc13ga_110121.htm AMENDMENT TO FORM SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Gaia, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

36269P104

(CUSIP Number)

November 1, 2021

(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)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (the “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).

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CUSIP No. 36269P104 SCHEDULE 13G Page 2 of 9

| 1 | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MIC
Capital Management UK LLP | |
| --- | --- | --- |
| 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
Kingdom | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER Not
applicable |
| | 6 | SHARED
VOTING POWER 1,264,661 |
| | 7 | SOLE
DISPOSITIVE POWER Not
applicable |
| | 8 | SHARED
DISPOSITIVE POWER 1,264,661 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,661 | |
| 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) 9.1%
(1) | |
| 12 | TYPE
OF REPORTING PERSON (See Instructions) IA | |

(1) The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of shares of Class A Common Stock, par value $0.0001 per share, disclosed as outstanding as of October 28, 2021 by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2021, and filed with the Commission on November 1, 2021.

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CUSIP No. 36269P104 SCHEDULE 13G Page 3 of 9

| 1 | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MIC
Capital Partners (Public) (US) IM, 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 Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER -
0 - |
| | 6 | SHARED
VOTING POWER -
0 - |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER -
0 - |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
0 - | |
| 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) 0%
(1) | |
| 12 | TYPE
OF REPORTING PERSON (See Instructions) OO | |

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CUSIP No. 36269P104 SCHEDULE 13G Page 4 of 9

| 1 | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MIC
Capital Partners (Public) Parallel Cayman, LP | |
| --- | --- | --- |
| 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 Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER Not
applicable |
| | 6 | SHARED
VOTING POWER 1,264,661 |
| | 7 | SOLE
DISPOSITIVE POWER Not
applicable |
| | 8 | SHARED
DISPOSITIVE POWER 1,264,661 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,661 | |
| 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) 9.1%
(1) | |
| 12 | TYPE
OF REPORTING PERSON (See Instructions) CO | |

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CUSIP No. 36269P104 Page 5 of 9

Explanatory Note

This Amendment No. 1 amends the Schedule 13G (the “ Original 13G ”) initially filed with the Commission on May 13, 2019 and is voluntarily being filed prior to the February 14, 2022 deadline. The Original 13G did not include MIC Capital Management UK LLP (“ MIC UK ”) as a Reporting Person. On November 1, 2021, MIC UK replaced MIC Capital Partners (Public) (US) IM, LLC (“ MIC IM ”) as the investment manager of MIC Capital Partners (Public) Parallel Cayman, LP (“ MIC LP ”). This Amendment No. 1 is being filed to reflect the replacement of MIC IM by MIC UK and to include MIC UK as a Reporting Person.

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:

(i) MIC Capital Management UK LLP

(ii) MIC Capital Partners (Public) (US) IM, LLC

(iii) MIC Capital Partners (Public) Parallel Cayman, LP

(b) Address of Principal Business Office or, if none, Residence:

(i) Floor 7, 25 Berkeley Square, London, United Kingdom

(ii) Al Sila Tower, 17 th Fl., ADGM Square, Al Maryah Island, Abu Dhabi, United Arab Emirates

(iii) MIC Capital Partners (Public) Parallel Cayman, LP Walkers Corporate Limited 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands

(i) United Kingdom

(ii) The Emirate of Abu Dhabi, United Arab Emirates

(iii) Cayman Islands

(d) Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

(e) CUSIP Number:

36269P104

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CUSIP No. 36269P104 Page 6 of 9

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) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

Item 4. Ownership.

(a) Amount Beneficially Owned: The responses of the Reporting Persons to Rows (5) through (11) of the cover pages of this Statement are incorporated herein by reference.

(b) Percent of Class: The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference.

(c) Number of shares as to which the person has: The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five 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.

Not applicable.

Item 8. Identification and Classification of Member of the Group.

Not applicable.

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CUSIP No. 36269P104 Page 7 of 9

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

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.

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CUSIP No. 36269P104 Page 8 of 9

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.

| MIC
CAPITAL MANAGEMENT UK LLP |
| --- |
| November
4, 2021 |
| Date |
| /s/
Rodney Cannon |
| Signature |
| Rodney
Cannon/General Counsel |
| Name/Title |
| MIC
CAPITAL PARTNERS (PUBLIC) (US) IM, LLC |
| November
4, 2021 |
| Date |
| /s/
Rodney Cannon |
| Signature |
| Rodney
Cannon/General Counsel |
| Name/Title |
| MIC
CAPITAL PARTNERS (PUBLIC) PARALLEL CAYMAN, LP |
| November
4, 2021 |
| Date |
| /s/
Rodney Cannon |
| Signature |
| Rodney
Cannon/Manager |
| Name/Title |

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CUSIP No. 36269P104 Page 9 of 9

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned.

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