Gloo Holdings Inc-A美股招股说明书(2025-11-19版)

Gloo Holdings, Inc.Class A Common Stock This is an initial public offering of shares of Class A common stock of Gloo Holdings,Inc. The initial public offering price is $8.00 per share. Prior to this offering there has been no public market for our Class A common stock. Wehave been approved to list our Class A common stock on the Nasdaq Global Select Market(Nasdaq) under the symbol “GLOO.” Following this offering, we will have two classes of authorized common stock, Class Acommon stock and Class B common stock. The rights of the holders of our Class A commonstock and Class B common stock will be identical except with respect to voting and conversionrights. Each share of Class A common stock will be entitled to one vote per share. Each shareof Class B common stock will be entitled to ten votes per share and will be convertible at anytime into one share of Class A common stock. Immediately following the completion of thisoffering, Scott Beck, our co-founder, president and chief executive officer, will control 46.5%of the voting power of our outstanding capital stock. We are an “emerging growth company” and a “smaller reporting company” as definedunder the federal securities laws and, as such, have elected to comply with certain reduceddisclosure requirements in this prospectus and may elect to do so in future filings with theSecurities and Exchange Commission. See the sections titled “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company” and“Risk Factors.” See the section titled “Risk Factors” beginning on page32to read about factors youshould consider before deciding to invest in shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy ofthis prospectus. Any representation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for a description of the compensation payable to theunderwriters. At our request, the underwriters have reserved up to 5% of the shares of Class Acommon stock offered by this prospectus for sale at the initial public offering price through adirected share program to our directors, officers, employees and their friends and familymembers and other persons and parties who do business with us. See the section titled“Underwriting” for additional information. We have granted the underwriters an option to purchase up to an additional 1,365,000shares of our Class A common stock from us at the initial public offering price, less theunderwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock to the purchaserson or about November 20, 2025. TABLE OF CONTENTS PageFOUNDER LETTERiiPROSPECTUS SUMMARY2RISK FACTORS32SPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS65MARKET, INDUSTRY AND OTHER DATA67USE OF PROCEEDS68DIVIDEND POLICY69CORPORATE REORGANIZATION70CAPITALIZATION71DILUTION75UNAUDITED PRO FORMA CONSOLIDATED FINANCIALINFORMATION78MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS93BUSINESS119MANAGEMENT138EXECUTIVE COMPENSATION147CERTAIN RELATIONSHIPS AND RELATED PARTYTRANSACTIONS162PRINCIPAL STOCKHOLDERS167DESCRIPTION OF CAPITAL STOCK170SHARES ELIGIBLE FOR FUTURE SALE175MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSFOR NON‑U.S. HOLDERS OF OUR CLASS A COMMONSTOCK177UNDERWRITING181LEGAL MATTERS190EXPERTS190CHANGES IN INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM190WHERE YOU CAN FIND ADDITIONAL INFORMATION191INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Through and including December 13, 2025 (the 25th day after the dateof this prospectus), all dealers effecting transactions in these securities,whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to a dealer’s obligation to deliver aprospectus when acting as an underwriter and with respect to an unsoldallotment or subscription. Neither we nor any of the underwriters have authorized anyone to provideyou with information that is different than the information contained in thisprospectus and any free writing prospectus prepared by or on behalf of us or towhich we have referred you. Neither we nor the underwriters take anyresponsibility for, and cannot provide any assurance as to the reliability of, anyother information that others may give you. The information contained in thisprospectus or in any applicable free writing prospectus is accurate only as of thedate of this prospectus or such free writing prospectus, as applicable, regardlessof the time of delivery of this prospectus or any such free writing prospectus orof any sale of the securities offered hereby. Our business, results of operations,financial condition and prospects may have changed since that date. This prospectus is an offer to sell only the securities offered hereby andonly under circumstances and in jurisdictions where