Gloo Holdings Inc-A美股招股说明书(2026-07-09版)

Gloo Holdings, Inc.Class A Common Stock We are offering 7,000,000 shares of our Class A common stock. Our Class A common stock is listed on the Nasdaq Global Select Market(“Nasdaq”) under the symbol “GLOO.” On July 8, 2026, the last reported sale price of our Class A common stock on Nasdaq was $3.98 per share. We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of our Class Acommon stock and Class B common stock are identical except with respect to voting and conversion rights. Each share of Class A common stockis entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one shareof Class A common stock. Immediately following the completion of this offering, Scott Beck, our co-founder, president and chief executiveofficer, will control 53.3% of the voting power of our outstanding capital stock, taking into account the Class B Conversion (as defined herein). We are eligible for, but do not intend to take advantage of, the “controlled company” exemption to the corporate governance rules of the NasdaqStock Market. See the section titled “Risk Factors—Although we do not expect to rely on the “controlled company” exemption under the rulesand regulations of the Nasdaq Stock Market, we have the right to use such exemption and therefore could in the future avail ourselves of certainreduced corporate governance requirements.” We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have electedto comply with certain reduced disclosure requirements in this prospectus and may elect to do so in future filings with the Securities and ExchangeCommission. See the sections titled “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller ReportingCompany” and “Risk Factors.” See the section titled “Risk Factors” beginning on page 16 to read about factors you should consider before deciding to invest in shares ofour Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 1,050,000 shares of our Class A common stock from us at the publicoffering price, less the underwriting discounts and commissions. In addition, Scott Beck, Pat Gelsinger and certain other members of our board of directors and their affiliated entities have committed topurchasing at least $6.0 million in shares of our Class A common stock being offered in this offering at the public offering price. The underwriterswill receive the same discount on any shares of Class A common stock purchased by such persons as they will on any other shares of Class Acommon stock sold to the public in this offering. The underwriters expect to deliver the shares of Class A common stock to the purchasers on or about July 10, 2026. The date of this prospectus is July 8, 2026 Joint Book-Running Managers Citizens Capital Markets Roth Capital Partners Co-Managers Benchmarka StoneX Company Loop Capital Markets TABLE OF CONTENTS PROSPECTUS SUMMARY1RISK FACTORS18SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS51USE OF PROCEEDS53DIVIDEND POLICY54DILUTION55UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION57PRINCIPAL STOCKHOLDERS63DESCRIPTION OF CAPITAL STOCK66SHARES ELIGIBLE FOR FUTURE SALE71MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON‑U.S. HOLDERS OF OUR CLASS ACOMMON STOCK73UNDERWRITING77LEGAL MATTERS86EXPERTS86WHERE YOU CAN FIND ADDITIONAL INFORMATION86INCORPORATION OF CERTAIN INFORMATION BY REFERENCE87 Neither we nor any of the underwriters have authorized anyone to provide you with information that is different than theinformation contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we havereferred you. Neither we nor the underwriters take any responsibility for, and cannot provide any assurance as to the reliability of,any other information that others may give you. The information contained in this prospectus or in any applicable free writingprospectus is accurate only as of the date of this prospectus or such free writing prospectus, as applicable, regardless of the time ofdelivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, resultsof operations, financial condition and prospects may have changed since that date. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where itis lawful to do so. Neither we nor any of the unde