What legal exemptions is GLOO using for the Enterprisemarketdesk share issuance?

GLOO is relying on Securities Act private offering exemptions for the Enterprisemarketdesk share issuance. The 1,536,198 Class A common shares will be issued under Section 4(a)(2) and Rule 506, which are commonly used for unregistered offerings to qualified or institutional investors.

Gloo Holdings issues 1.54M shares for acquisition

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.

Filing Impact

(Neutral)

Filing Sentiment

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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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.

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"

A Securities and Exchange Commission rule that lets companies sell securities without registering them with the SEC when they meet certain conditions, commonly used for private placements. It allows issuers to raise unlimited capital from accredited investors and, in some versions, a small number of knowledgeable non‑accredited investors; one version also permits public advertising if the seller takes steps to verify investor credentials. For investors, it signals a private offering with lighter disclosure and different protections than a public stock sale, similar to buying into a private club rather than a publicly traded marketplace.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many GLOO Class A shares are being issued for the Enterprisemarketdesk deal?

The Enterprisemarketdesk transaction will be paid in part with 1,536,198 shares of GLOO Class A common stock. This figure reflects the final equity consideration determined at closing on May 1, 2026, and updates the earlier 8-K that omitted the specific share amount.

Is GLOO registering the new shares issued in the Enterprisemarketdesk transaction?

The new shares issued for the Enterprisemarketdesk transaction will not be registered with the SEC. GLOO will issue 1,536,198 Class A common shares as an unregistered offering relying on exemptions under Section 4(a)(2) and Rule 506 of the Securities Act.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 05:08 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): May 01, 2026 (April 12, 2026)

    

GLOO HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42964	39-2250711
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

831 Pearl Street
Boulder, Colorado		80302
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (303) 381-2645

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	GLOO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Explanatory Note

As previously reported, on April 12, 2026, Gloo, LLC ("Gloo") an indirect wholly-owned subsidiary of Gloo Holdings, Inc. (the "Company"), entered into an Asset Purchase Agreement (the "Enterprisemarketdesk Agreement") with WDMarketdesk, LLC ("Enterprisemarketdesk") and Alan Corbeil, as the designated representative of Enterprisemarketdesk, pursuant to which the Company agreed to purchase substantially all of the assets and certain liabilities of Enterprisemarketdesk (the "Enterprisemarketdesk Transaction"). The Company described the Enterprisemarketdesk Transaction in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2026 (the "Original 8-K"). In Item 3.02 of the Original 8-K, the Company stated that it would report, by amendment to the Original 8-K, the total number of shares of the Company's Class A common stock issued at the closing of the Enterprisemarketdesk Transaction.

Item 3.02 Unregistered Sales of Equity Securities

On May 1, 2026, the Company closed the Enterprisemarketdesk Transaction, in connection with which the number of shares of Class A common stock of the Company to be issued as consideration was finally determined to be 1,536,198 shares. Such shares will be issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

Except as expressly set forth herein, this Amendment does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Amendment supplements the Original 8-K and should be read in conjunction with the Original 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			GLOO HOLDINGS, INC.

Date:	May 4, 2026	By:	/s/ Paul Seamon
			Paul Seamon Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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