Gloo Holdings, Inc.

S-11 ck0002069785-20251017.htm S-1

As filed with the Securities and Exchange Commission on October 17, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

GLOO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Boulder, Colorado 80302

(303) 381-2645

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scott Beck

President and Chief Executive Officer

Boulder, Colorado 80302

(303) 381-2645

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same

offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

We currently operate as Gloo Holdings, LLC, a Delaware limited liability company. For purposes of this offering, we formed Gloo Holdings, Inc., a Delaware corporation, which is the registrant whose name appears on the cover of this registration statement. Immediately prior to the completion of this offering, we will complete a series of internal reorganization transactions pursuant to which, among other things, a Delaware limited liability company and wholly owned subsidiary of Gloo Holdings, Inc. will merge with and into Gloo Holdings, LLC, with Gloo Holdings, LLC as the surviving entity. As a result, Gloo Holdings, LLC will become a wholly owned subsidiary of Gloo Holdings, Inc., and the members of Gloo Holdings, LLC immediately prior to the consummation of the merger will become holders of shares of Class B common stock of Gloo Holdings, Inc. We refer to the reorganization transactions throughout the prospectus collectively as the “Corporate Reorganization.” See the section of the prospectus titled “Corporate Reorganization” for further details.

Except as disclosed in the prospectus, the consolidated financial statements and other financial information included in the prospectus are those of Gloo Holdings, LLC and its subsidiaries, and do not give effect to the Corporate Reorganization. Shares of Class A common stock of Gloo Holdings, Inc. are being offered by the prospectus included in this registration statement.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2025

PRELIMINARY PROSPECTUS

Shares

Gloo Holdings, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Gloo Holdings, Inc. It is currently estimated that the initial public offering price will be between $ and $ per share, and the number of our Class A common stock offered hereby is based upon an assumed offering price of $ per share, the midpoint of such estimated price range.

Prior to this offering there has been no public market for our Class A common stock. We have applied to list our Class A common stock on the Nasdaq Global Select Market (Nasdaq) under the symbol “GLOO.” No assurance can be given that our application will be approved. If our Class A common stock is not approved for listing on Nasdaq, we will not consummate this offering.

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of our Class A common stock and Class B common stock will be identical except with respect to voting and conversion rights. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to ten votes per share and will be convertible at any time into one share of Class A common stock. Immediately following the completion of this offering, Scott Beck, our co-founder, president and chief executive officer, will control % of the voting power of our outstanding capital stock.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced disclosure requirements in this prospectus and may elect to do so in future filings with the Securities 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 page 33 to read about factors you should consider before deciding to invest in shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed 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.

At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to our directors, officers, employees 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 shares of our Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions.

The underwriters expect to deliver the shares of Class A common stock to the purchasers on or about , 2025.

The date of this prospectus is , 2025

gloo Our mission is to build the leading vertical technology platform for the faith and flourishing ecosystem.

High Tech. Higher Purpose. Principles that positon our future We Shape Technology for good So you can amplify your impact with tools you trust. We Release Collective Strength So you can achieve more together than alone We Enable Ecosystem Trust So you can collaborate with greater confidence. We Serve Those Who Serve So you can do more of what you are called to do