Gloo Holdings (NASDAQ: GLOO) sets 1.54M-share payout for Enterprisemarketdesk deal
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
Gloo Holdings, Inc. amended a prior report to disclose the final equity consideration for its previously announced acquisition of substantially all assets and certain liabilities of WDMarketdesk, LLC. On May 1, 2026, the company agreed to issue 1,536,198 shares of its Class A common stock as consideration for the Enterprisemarketdesk Transaction.
The shares will be issued as an unregistered offering relying on Section 4(a)(2) and Rule 506 under the Securities Act of 1933. All other terms of the transaction remain as previously described, and this amendment is limited to updating the exact share count issued at closing.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Equity consideration: 1,536,198 shares
Closing date: May 1, 2026
Securities exemptions: Section 4(a)(2) and Rule 506
3 metrics
Equity consideration
1,536,198 shares
Class A common stock issued for Enterprisemarketdesk Transaction
Closing date
May 1, 2026
Date Enterprisemarketdesk Transaction closed
Securities exemptions
Section 4(a)(2) and Rule 506
Exemptions used for unregistered issuance of consideration shares
Key Terms
Asset Purchase Agreement, unregistered sales of equity securities, Section 4(a)(2), Rule 506, +1 more
5 terms
Asset Purchase Agreement financial
"entered into an Asset Purchase Agreement (the "Enterprisemarketdesk Agreement") with WDMarketdesk, LLC"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On May 1, 2026"
Section 4(a)(2) regulatory
"issued in reliance upon the exemptions from registration afforded by Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506 regulatory
"and Rule 506 promulgated under the Securities Act of 1933, as amended"
Emerging growth company regulatory
"Emerging growth company Explanatory Note As previously reported"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What did GLOO Holdings, Inc. disclose in this 8-K/A filing?
GLOO Holdings, Inc. disclosed the final equity consideration for its Enterprisemarketdesk acquisition. The company will issue 1,536,198 shares of Class A common stock as part of the asset purchase transaction, updating a prior report that did not include the exact share count.
When did GLOO close the Enterprisemarketdesk acquisition transaction?
GLOO closed the Enterprisemarketdesk asset purchase transaction on May 1, 2026. At closing, the final equity consideration was set at 1,536,198 shares of Class A common stock, which are being issued under private-offering exemptions from Securities Act registration.
Does this amendment change other terms of GLOO’s Enterprisemarketdesk deal?
This amendment does not change other terms of the Enterprisemarketdesk transaction. It only supplements the original 8-K by specifying that 1,536,198 Class A common shares will be issued at closing, while all other previously disclosed transaction details remain in effect.