Gloo Holdings IPO: Everything You Need to Know About This Emerging Tech Offering

*Update - GLOO has priced at $8.00 (below the $10.00 - $12.00 range) for 9.1M shares. Trading to open Wednesday, November 19

Gloo Holdings, Inc. is making its entrance onto the public stage with a highly anticipated IPO. With plans to list on the Nasdaq Global Select Market under the ticker symbol "GLOO," the company aims to raise capital by offering 9.1 million shares of Class A common stock. The estimated price range is between 10 and 12 dollars per share.

With no previous public market activity, Gloo is entering uncharted territory. But its unique business model, dual-class stock structure, and emerging growth status are making investors take a closer look.

Let’s break down everything that matters about the Gloo IPO.

What is Gloo Holdings, Inc.?

Gloo Holdings operates as a technology platform connecting organizations with communities and individuals. Though the S-1/A filing doesn’t go into deep product-level details, the company positions itself as a digital facilitator in community-driven engagement.

Before this IPO, Gloo Holdings, Inc. was organized as Gloo Holdings, LLC, a Delaware limited liability company. In preparation for the IPO, Gloo has gone through a corporate restructuring. Post-reorganization, the original LLC will become a wholly owned subsidiary of the new public-facing corporation.

How Gloo Makes Money

Gloo earns revenue by offering a suite of software products and services to organizations that serve communities. This includes churches, nonprofits, mental health providers, and other mission-driven entities. Its platform provides tools for engagement, data integration, communication, and outreach. Essentially, Gloo enables these organizations to better understand, connect with, and support the people they serve.

The company uses a subscription-based model along with various service-based offerings. Organizations pay for access to the platform's tools, which may include analytics dashboards, messaging systems, and digital outreach capabilities. Some features are tailored toward helping clients expand their reach, improve retention, and track engagement metrics in real time. This combination of data infrastructure and engagement software is central to Gloo's business model and monetization strategy.

IPO Overview: The Numbers That Matter

• Offering size: 9,100,000 Class A common shares

• Estimated price range: 10.00 to 12.00 dollars per share

• Expected ticker: GLOO

• Exchange: Nasdaq Global Select Market

• Underwriters: Not specified in the section reviewed, but underwriting commissions are expected

• Offering proceeds: Dependent on pricing and exercise of the over-allotment option

Notably, the company has applied to trade on Nasdaq. If the application is not approved, the offering will not go forward.

Corporate Reorganization Prior to IPO

Before the offering goes live, Gloo is completing a series of internal transactions to restructure into a corporate form. Here’s how it plays out:

• Gloo Holdings, Inc. is a newly formed Delaware corporation

• It will absorb Gloo Holdings, LLC via merger

• Gloo Holdings, LLC will survive as a subsidiary

• Members of the original LLC will receive Class B common stock in exchange

This restructuring is key to enabling the dual-class stock structure and aligning with investor expectations for a public company.

Share Structure: Class A vs. Class B

Gloo Holdings is adopting a dual-class share structure:

• Class A shares: One vote per share

• Class B shares: Ten votes per share and convertible into Class A shares

This setup ensures that company insiders, particularly CEO Scott Beck, retain significant control post-IPO. Beck alone will control about 43.4% of the voting power after the IPO is completed.

This structure is common among tech firms aiming to maintain founder control while accessing public capital.

Financial Snapshot

Gloo Holdings reported revenue of $37.5 million for the year ended December 31, 2023, marking a steady climb in top-line growth. For the first six months of 2024, the company posted $21.5 million in revenue, suggesting a year-over-year increase if the trend continues through the second half. Despite this upward movement in revenue, the company remains unprofitable. Gloo posted a net loss of $17.2 million in 2023, followed by a $5.9 million net loss for the six months ended June 30, 2024. These figures reflect the company's ongoing investment in platform development and expansion efforts. While no formal financial guidance was issued for future periods, the IPO proceeds are expected to support further growth initiatives and operational scaling.

Leadership and Insider Control

At the helm of Gloo is Scott Beck, the co-founder, President, and CEO. His influence doesn’t stop at executive leadership. Thanks to the dual-class voting setup, he will hold significant sway over corporate decisions, shareholder votes, and future strategic direction.

The S-1 notes Beck’s role extensively, with additional guidance provided by general counsel Jeffrey Bojar and legal advisors from Wilson Sonsini and Reed Smith.

Why It's Considered an "Emerging Growth Company"

Gloo Holdings qualifies as both an emerging growth company and a smaller reporting company under federal securities laws. This status lets the company take advantage of reduced disclosure requirements in its SEC filings.

Per the filing, Gloo may also opt into extended transition periods for adopting new or revised accounting standards.

This status can benefit the company by reducing compliance costs, but it also comes with fewer reporting obligations, which may limit investor visibility.

Technology Innovation at the Core

Gloo's platform is designed to bridge the gap between organizations and the communities they aim to support, using modern data-driven infrastructure. The company leverages advanced technology to create what it calls a "Growth Platform" that enables clients to collect, analyze, and act on behavioral and engagement data. This allows organizations to better understand individual needs and respond with personalized content and resources. What sets Gloo apart is its ability to deliver scalable tools that incorporate machine learning, real-time analytics, and integration with third-party systems.

Risks and Considerations

The filing includes a clear disclaimer: the information is preliminary and may change. More importantly, the SEC has not yet approved the offering.

A few key risks to keep in mind:

• Lack of public financial history: Investors must rely on limited disclosures

• Heavy insider control: Dual-class stock can reduce public shareholder influence

• Nasdaq listing is not guaranteed: If denied, the IPO will not proceed

• Emerging growth status: Less transparency than large public firms

Prospective investors should dig deeper into the full risk disclosures in the registration statement before considering participation.

Final Thoughts

Gloo Holdings, Inc. is stepping into the public market spotlight with a modern tech-focused model, a founder-controlled structure, and the ambition to scale its digital engagement platform. For retail investors and institutions alike, this IPO is one to watch, especially given its dual-class setup and emerging growth status.

However, the offering remains subject to change, and with limited transparency due to reduced reporting requirements, cautious analysis is advised.

For those looking to get in early on potential long-term plays in the tech-meets-community space, Gloo could be a strategic opportunity, assuming it lands Nasdaq approval and meets expectations.

FAQs About the Gloo IPO

What does Gloo Holdings, Inc. do?

Gloo operates a digital platform connecting organizations and communities, with a focus on engagement and growth.

How does Gloo earn revenue?

Gloo earns revenue through subscription fees and service contracts with organizations that use its engagement and analytics tools to improve outreach and support for communities.

How much is Gloo raising in the IPO?

The company is offering 9.1 million shares at an estimated price of 10 to 12 dollars per share.

When will Gloo be listed on Nasdaq?

The company has applied for listing under the ticker "GLOO." The IPO will only proceed if Nasdaq approves the listing.

What is the share structure of Gloo?

Gloo will have two classes of common stock. Class A carries one vote per share, and Class B carries ten votes per share with the ability to convert into Class A.

Who controls Gloo Holdings after the IPO?

CEO Scott Beck will retain control of 43.4% of the voting power due to the Class B share structure.

Is Gloo profitable?

The S-1/A filing does not detail profitability in the sections reviewed. Investors should examine the financial statements section of the full filing for more insights.

Financial Disclaimer

This article is for informational purposes only and does not constitute investment advice, financial guidance, or a recommendation to buy or sell any securities. Readers should conduct their own due diligence and consult a licensed financial advisor before making any investment decisions. All information is based on the preliminary S-1/A filing and may change without notice.

Gloo IPO

Gloo IPO