Dilution from 7M new shares (~38% of pre-offering Class A float) at a 28% discount to the $6.40 prior conversion price signals urgent capital needs. The $28.2M raise provides ~4 months of runway at current burn rates. Monitor for the SEC effectiveness order and pricing terms; the going concern language and persistent material weaknesses pose significant downside risk.
Executive Summary
Gloo Holdings filed Amendment No. 1 to its S-1 registration statement on July 6, 2026, for a follow-on public offering of 7,000,000 shares of Class A common stock (plus 1,050,000 share over-allotment option) priced at $4.44 per share, targeting net proceeds of ~$28.2M for general corporate purposes including acquisitions and working capital. This amendment removed prior placeholder amounts and provided specific offering size and pricing terms. The company reported strong revenue growth from $23.2M to $94.7M FY2025-2026 but net losses widened from $85.8M to $158.7M, and management disclosed substantial doubt about going concern. CEO Scott Beck will control 53.3% of voting power post-offering through Class B super-voting shares. The cross-filing actuarial verdict flags an amplifier for ipo-amendment-context + ipo-effect-context, supporting a normal impact score.
Key Financial Metrics
Key Facts
- Offering 7,000,000 shares Class A common stock at $4.44 (July 2 closing price), 1,050,000 over-allotment option
- Net proceeds ~$28.2M ($32.5M with overallotment) for general corporate purposes including acquisitions
- Revenue grew from $23.2M (FY2025) to $94.7M (FY2026), but net loss widened from $85.8M to $158.7M
- Substantial doubt about ability to continue as a going concern; $33.0M cash vs $80.5M operating cash used in FY2026
- CEO Scott Beck will control 53.3% voting power post-offering via Class B (10 votes/share) stock
- Material weaknesses in internal controls over financial reporting persist as of April 30, 2026
- 20 strategic acquisitions executed; sellers in Visitor Reach and Midwestern have repurchase rights
- Directors/officers indicated interest in at least $6.0M of offering at public price
- 90-day lock-up period for insiders; lock-up agreements in underwriting agreement
Financial Impact
Net proceeds of ~$28.2M from 7M shares at $4.44, providing liquidity but insufficient to cover $80.5M FY2026 operating cash burn and $158.7M net loss
Risk Factors
- $158.7M net loss and substantial doubt about going concern; cash burn of $80.5M in FY2026 far exceeds $28.2M estimated net proceeds
- 38% dilution to existing Class A shareholders (from 11.4M to 18.4M shares outstanding)
- CEO control of 53.3% voting power limits minority shareholder influence
- Persistent material weaknesses in internal controls could delay SEC reporting or cause restatements
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001193125-26-295575 |
| Document: gloo-ex1_1.htm | 0001193125-26-295575 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 15, 2026 5w ago | Insider Cluster | $4.07 $4.91 | ▲ +20.64% | ▲ +19.50% | $2.92 (−28.26%) |
Sep 14, 2026 5w ago | Insider Cluster | $3.28 $4.07 | ▲ +24.09% | ▲ +24.53% | $2.92 (−10.98%) |
Sep 11, 2026 6w ago | Insider Cluster | $3.42 $3.28 | ▼ −4.09% | ▼ −3.63% | $2.92 (−14.62%) |
Jul 20, 2026 13w ago | Insider Cluster | $3.30 $3.28 | ▼ −0.61% | ▼ −0.49% | $2.92 (−11.52%) |
Jul 15, 2026 14w ago | Insider Cluster | $3.26 $3.27 | ▲ +0.31% | ▲ +1.30% | $2.92 (−10.43%) |
Jul 13, 2026 15w ago | Insider Cluster | $3.38 $3.36 | ▼ −0.59% | ▼ −0.99% | $2.92 (−13.61%) |
Jul 10, 2026 15w ago | Insider Cluster | $3.16 $3.38 | ▲ +6.96% | ▲ +6.61% | $2.92 (−7.59%) |
Jul 10, 2026 15w ago | Insider Cluster | $3.16 $3.38 | ▲ +6.96% | ▲ +6.61% | $2.92 (−7.59%) |
Jul 8, 2026 15w ago | EFFECT | $3.98 $3.04 | ▲ +23.62% | ▲ +24.46% | $2.92 (+26.63%) |
Jul 6, 2026 16w ago | S-1/A | $3.98 $3.78 | ▲ +5.03% | ▲ +4.55% | $2.92 (+26.63%) |
US Market Status
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