Gloo Holdings, Inc. (NASDAQ:GLOO) saw its share price fall 5.7% in after-hours trading on Monday following the submission of a registration statement with the Securities and Exchange Commission to facilitate a public offering of Class A common stock.
The Boulder, Colorado-based firm filed a preliminary S-1 prospectus for an offering of Class A common stock. The filing does not provide the quantity of shares to be sold or the proposed pricing. Citizens Capital Markets and Roth Capital Partners are identified as the underwriters for the transaction.
Gloo’s Class A common shares are listed and trade on the Nasdaq Global Select Market under the ticker symbol "GLOO." The company’s charter authorizes two classes of common stock. Class A shares carry one vote per share, while Class B shares carry ten votes per share.
The registration statement states that Scott Beck, the company’s co-founder, president and chief executive officer, will retain substantial voting authority after the completion of the offering. The filing also notes that Beck, together with another member of management and a member of the board of directors, have expressed preliminary interest in purchasing shares in the public offering at the public offering price. Those indications of interest are described in the filing as non-binding.
The prospectus grants the underwriters an option to buy additional shares at the public offering price, less underwriting discounts and commissions. In regulatory terms, the filing lists Gloo as both an emerging growth company and a smaller reporting company under federal securities laws.
The offering will only move forward once the SEC completes its review of the registration statement. The preliminary prospectus does not specify how the company intends to use any proceeds from the contemplated offering.
Contextual note: The filing and related disclosures are preliminary. The SEC review process and the absence of detailed terms in the S-1 mean the offering’s size, pricing and proceeds remain undetermined until further updates are filed and disclosed.