Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40556

THE GLIMPSE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		81-2958271
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15 West 38th St., 12th Fl New York, NY		10018
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 292-2685

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		VRAR		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 10, 2025, the registrant had 21,043,756 shares of common stock, par value $0.001 per share, outstanding.

THE GLIMPSE GROUP, INC.

TABLE OF CONTENTS

		Page No.
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4.	CONTROLS AND PROCEDURES	32
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	33
ITEM 1A.	RISK FACTORS	33
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 6.	EXHIBITS	34
SIGNATURES		35

THE GLIMPSE GROUP, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Page
Index to Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements	9-24

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of December 31, 2024			As of June 30, 2024
	(Unaudited)			(Audited)
ASSETS
Cash and cash equivalents	$	8,445,288		$	1,848,295
Accounts receivable		1,391,879			723,032
Deferred costs/contract assets		222,784			170,781
Notes receivable		124,900			-
Prepaid expenses and other current assets		678,424			778,181
Total current assets		10,863,275			3,520,289

Equipment and leasehold improvements, net		73,244			167,325
Right-of-use assets, net		187,688			452,808
Intangible assets, net		261,789			487,867
Goodwill		10,857,600			10,857,600
Other assets		11,100			72,714
Total assets	$	22,254,696		$	15,558,603

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	295,776		$	181,668
Accrued liabilities		633,355			340,979
Deferred revenue/contract liabilities		263,347			72,788
Lease liabilities, current portion		143,929			364,688
Contingent consideration for acquisitions, current portion		2,942,651			1,467,475
Total current liabilities		4,279,058			2,427,598

Long term liabilities
Contingent consideration for acquisitions, net of current portion		-			1,413,696
Lease liabilities, net of current portion		57,690			178,824
Total liabilities		4,336,748			4,020,118
Commitments and contingencies		-			-
Stockholders’ Equity
Preferred Stock, par value $0.001 per share, 20 million shares authorized; 0 shares issued and outstanding		-			-
Common Stock, par value $0.001 per share, 300 million shares authorized; 20,272,006 and 18,158,217 issued and outstanding, respectively		20,272			18,158
Additional paid-in capital		81,925,269			74,559,600
Accumulated deficit		(64,027,593	)		(63,039,273	)
Total stockholders’ equity		17,917,948			11,538,485
Total liabilities and stockholders’ equity	$	22,254,696		$	15,558,603

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024		2023			2024			2023
	For the Three Months Ended					For the Six Months Ended
	December 31					December 31
	2024		2023			2024			2023
Revenue
Software services	$	3,129,108	$	2,032,272		$	5,358,365		$	5,044,343
Software license/software as a service		39,826		44,153			248,938			136,962
Total Revenue		3,168,934		2,076,425			5,607,303			5,181,305
Cost of goods sold		1,144,007		655,509			1,659,310			1,837,018
Gross Profit		2,024,927		1,420,916			3,947,993			3,344,287
Operating expenses:
Research and development expenses		659,699		1,391,883			1,780,222			3,072,670
General and administrative expenses		845,381		1,045,085			1,782,660			2,141,236
Sales and marketing expenses		384,223		765,116			1,123,098			1,578,858
Amortization of acquisition intangible assets		100,536		291,036			226,077			659,156
Goodwill impairment		-		-			-			379,038
Intangible asset impairment		-		8,275			-			522,166
Change in fair value of acquisition contingent consideration		28,161		(1,268,014	)		61,480			(4,025,544	)
Total operating expenses		2,018,000		2,233,381			4,973,537			4,327,580
Income (loss) from operations before other income		6,927		(812,465	)		(1,025,544	)		(983,293	)

Other income
Interest income		18,945		74,098			37,224			125,483
Net Income (loss)	$	25,872	$	(738,367	)	$	(988,320	)	$	(857,810	)

Basic net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)
Diluted net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)

Weighted-average shares used to compute basic net income (loss) per share		18,361,274		16,668,740			18,262,745			15,699,563
Weighted-average shares used to compute diluted net income (loss) per share		24,521,976		16,668,740			18,262,745			15,699,563

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

(Unaudited)

	Shares		Amount		Paid-In Capital			Deficit			Total
	Common Stock				Additional			Accumulated
	Shares		Amount		Paid-In Capital			Deficit			Total
Balance as of October 1, 2024		18,166,217	$	18,166	$	74,926,319		$	(64,053,465	)	$	10,891,020
Common stock and stock option based compensation expense		8,000		8		28,037			-			28,045
Stock option-based board of directors expense		-		-		12,459			-			12,459
Common stock issued for exercise of options		7,789		8		(8	)		-			-
Common stock issued in Securities Purchase Agreement and prefunded warrants, net		1,990,000		1,990		6,783,562			-			6,785,552
Common stock issued for exercise of warrants		100,000		100		174,900			-			175,000
Net income		-		-		-			25,872			25,872
Balance as of December 31, 2024		20,272,006	$	20,272	$	81,925,269		$	(64,027,593	)	$	17,917,948

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024

(Unaudited)

	Shares		Amount		Paid-In Capital			Deficit			Total
	Common Stock				Additional			Accumulated
	Shares		Amount		Paid-In Capital			Deficit			Total
Balance as of July 1, 2024		18,158,217	$	18,158	$	74,559,600		$	(63,039,273	)	$	11,538,485
Common stock and stock option based compensation expense		16,000		16		382,296			-			382,312
Stock option-based board of directors expense		-		-		24,919			-			24,919
Common stock issued for exercise of options		7,789		8		(8	)		-			-
Common stock issued in Securities Purchase Agreement and prefunded warrants, net		1,990,000		1,990		6,783,562			-			6,785,552
Common stock issued for exercise of warrants		100,000		100		174,900			-			175,000
Net loss		-		-		-			(988,320	)		(988,320	)
Balance as of December 31, 2024		20,272,006	$	20,272	$	81,925,269		$	(64,027,593	)	$	17,917,948

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE GLIMPSE GROUP, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023

(Unaudited)

	Shares		Amount		Paid-In Capital		Deficit			Total
	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-In Capital		Deficit			Total
Balance as of October 1, 2023		14,812,518	$	14,813	$	68,801,845	$	(56,764,421	)	$	12,052,237
Common stock issued in Securities Purchase Agreement, net		1,885,715		1,886		2,966,615		-			2,968,501
Common stock issued to vendors for compensation		17,671		18		46,328		-			46,346
Stock based compensation expense		6,242		6		399,248		-			399,254
Stock option-based board of directors expense		-		-		69,174		-			69,174
Net loss		-		-		-		(738,367	)		(738,367	)
Balance as of December 31, 2023		16,722,146	$	16,723	$	72,283,210	$	(57,502,788	)	$	14,797,145

THE GLIMPSE GROUP, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

(Unaudited)

	Shares		Amount		Paid-In Capital			Deficit			Total
	Common Stock				Additional			Accumulated
	Shares		Amount		Paid-In Capital			Deficit			Total
Balance as of July 1, 2023		14,701,929	$	14,702	$	67,854,108		$	(56,644,978	)	$	11,223,832
Balance		14,701,929	$	14,702	$	67,854,108		$	(56,644,978	)	$	11,223,832
Common stock issued in Securities Purchase Agreement, net		1,885,715		1,886		2,966,615			-			2,968,501
Common stock issued to vendors for compensation		28,571		29		73,253			-			73,282
Common stock issued for exercise of options		8,819		9		(9	)		-			-
Common stock issued to satisfy contingent acquisition obligations		35,714		36		127,109			-			127,145
Stock based compensation expense		61,398		61		1,118,859			-			1,118,920
Stock option-based board of directors expense		-		-		143,275			-			143,275
Net loss		-		-		-			(857,810	)		(857,810	)
Net income (loss)		-		-		-			(857,810	)		(857,810	)
Balance as of December 31, 2023		16,722,146	$	16,723	$	72,283,210		$	(57,502,788	)	$	14,797,145
Balance		16,722,146	$	16,723	$	72,283,210		$	(57,502,788	)	$	14,797,145

The accompanying notes are an integral part of these consolidated financial statements.

THE GLIMPSE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	For the Six Months Ended December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(988,320	)	$	(857,810	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		272,615			720,458
Common stock and stock option based compensation for employees and board of directors		407,231			1,135,048
Net gain on divestiture of subsidiaries		(1,397,066	)		(1,000,000	)
Reserve on note received in connection with divestiture of subsidiaries		1,500,000			1,000,000
Gain on office lease termination		(34,660	)		-
Accrued non cash performance bonus fair value adjustment		-			(551,234	)
Acquisition contingent consideration fair value adjustment		61,480			(4,025,544	)
Impairment of intangible assets		-			901,204
Issuance of common stock to vendors		-			73,282
Adjustment to operating lease right-of-use assets and liabilities		(41,787	)		(89,376	)

Changes in operating assets and liabilities:
Accounts receivable		(668,847	)		208,052
Deferred costs/contract assets		(52,003	)		81,560
Loans receivable		(40,900	)		-
Prepaid expenses and other current assets		99,757			(99,231	)
Other assets		5,349			(1,507	)
Accounts payable		114,108			(180,077	)
Accrued liabilities		295,521			(343,474	)
Deferred revenue/contract liabilities		214,369			(329,531	)
Net cash used in operating activities		(253,153	)		(3,358,180	)
Cash flow from investing activities:
Purchase of leasehold improvements and equipment		(26,406	)		(8,751	)
Net cash used in investing activities		(26,406	)		(8,751	)
Cash flows provided by financing activities:
Proceeds from securities purchase agreement, net		6,785,552			2,968,501
Proceeds from exercise of warrants		175,000			-
Issuance of note receivable		(84,000	)		-
Cash provided by financing activities		6,876,552			2,968,501

Net change in cash and cash equivalents		6,596,993			(398,430	)
Cash and cash equivalents, beginning of year		1,848,295			5,619,083
Cash and cash equivalents, end of period	$	8,445,288		$	5,220,653

Non-cash Investing and Financing activities:

Issuance of common stock for satisfaction of contingent liability	$	-		$	127,145
Issuance of common stock for non cash performance bonus	$	-		$	127,145
Lease liabilities arising from right-of-use assets	$	20,344		$	113,182

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS

The Glimpse Group, Inc. (“Glimpse”, the “Company”) is an Immersive technology company, providing Virtual Reality (“VR”), Augmented Reality(“AR”) and Spatial Computing software and services. Glimpse’s operating entities are located in the United States. The Company was incorporated in the State of Nevada in June 2016.

Glimpse’s unique business model builds scale and a robust ecosystem, while simultaneously providing investors an opportunity to invest directly into this emerging industry via a diversified platform.

The Company completed an initial public offering (“IPO”) of its common stock on the Nasdaq Capital Market Exchange on July 1, 2021, under the ticker VRAR.

NOTE 2. LIQUIDITY AND CAPITAL RESOURCES

In December 2024, the Company completed a Securities Purchase Agreement (“SPA”) with an institutional investor selling 1.99 million shares of common stock and prefunded warrants to purchase up to 0.76 million shares of common stock that resulted in total net cash proceeds to the Company of $6.79 million. See Note 10.

As of the date that this financial statement was issued, the Company’s cash position was approximately $8.6 million, accounts receivable was approximately $0.80 million, contracted revenue backlog to be collected within one year was approximately $4.5 million, and the only non-operational liability is the potential $3.0 million cash payment of contingent consideration related to the Brightline Interactive, LLC (“BLI”) acquisition. As part of its previously announced strategic realignment around Spatial Computing and divestiture of non-core assets, net cash provided by operating activities was approximately $0.17 million for the three months ended December 31, 2024 and is expected to continue to be positive over the next twelve months. As such, the Company believes that it is sufficiently funded to meet its operational plan and future obligations beyond the 12-month period from the date that these financial statements were issued.

Given the above, doubt about the Company’s ability to continue as a going concern was alleviated and the accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

NOTE 3. NASDAQ LISTING NOTIFICATION

On December 24, 2024, the Company received written notice from the Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. This closes the matter that originated on September 3, 2024.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of December 31, 2024, the results of operations for the three and six months ended December 31, 2024 and 2023, and cash flows for the six months ended December 31, 2024 and 2023. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and six months ended December 31, 2024 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2025 or for any subsequent periods. The consolidated balance sheet at June 30, 2024 has been derived from the audited consolidated financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended June 30, 2024.

Principles of Consolidation

The accompanying consolidated financial statements include the balances of Glimpse and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Accounting Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The principal estimates relate to the valuation of allowance for doubtful accounts, stock options, warrants, revenue recognition, allocation of the purchase price of assets relating to business combinations, calculation of contingent consideration for acquisitions, fair value of intangible assets and goodwill impairment.

Cash and Cash Equivalents

Cash and equivalents represent cash and short-term, highly liquid investments, that are both readily convertible to known amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest rates, with maturities three months or less at the date of purchase.

Accounts Receivable

Accounts receivable consists primarily of amounts due from customers under normal trade terms. We recognize accounts receivable at the amount we expect to collect from our customers. We provide an allowance for credit losses to reflect the estimated amount of accounts receivable that may not be collectible. We determine the allowance for credit losses through a combination of specific identification of troubled accounts, historical loss experience, industry trends, current market conditions, and customer creditworthiness. The allowance for credit losses is adjusted periodically to reflect changes in these factors. As of December 31 and June 30, 2024 no allowance for doubtful accounts was recorded as all amounts were considered collectible.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Customer Concentration and Credit Risk

Three customers accounted for approximately 80% (56%, 14% and 10%, respectively) of the Company’s total gross revenues during the three months ended December 31, 2024. Two of the same customers accounted for approximately 65% (44% and 21%, respectively) of the Company’s total gross revenues during the six months ended December 31, 2024. One customer accounted for approximately 28% of the Company’s total gross revenues during the three months ended December 31, 2023. No other customer accounted for 10% or greater of gross revenue during the period. The same customer and another customer accounted for approximately 44% (22% and 22%, respectively) of the Company’s total gross revenues during the six months ended December 31, 2023.

Five customers accounted for approximately 89% (30%, 25%, 12%, 11% and 11%, respectively) of the Company’s accounts receivable at December 31, 2024. Two of the same customers and a different customer accounted for approximately 50% (22%, 16% and 12%, respectively) of the Company’s accounts receivable at June 30, 2024.

The Company maintains cash in accounts that, at times, may be in excess of the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses on such accounts.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows:

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

● Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

● Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market.

The Company’s contingent consideration is categorized as Level 3 within the fair value hierarchy. Contingent consideration is recorded within contingent consideration, current, and contingent consideration, non-current, in the Company’s consolidated balance sheets as of December 31 and June 30, 2024. Contingent consideration has been recorded at its fair values using unobservable inputs and have included using the Monte Carlo simulation option pricing framework, incorporating contractual terms and assumptions regarding financial forecasts, discount rates, and volatility of forecasted revenue. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with, at times, the assistance of a third-party valuation specialist.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s other financial instruments consist primarily of accounts receivable, accounts payable, and other liabilities, and approximate fair value due to the short-term nature of these instruments.

Revenue Recognition

Nature of Revenues

The Company reports its revenues in two categories:

	●	Software Services: VR, AR and Spatial Computing projects, solutions and consulting services.
	●	Software License and Software-as-a-Service (“SaaS”): VR, AR or Spatial Computing software that is sold either as a license or as a SaaS subscription.

The Company applies the following steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

● identify the contract with a customer;

● identify the performance obligations in the contract;

● determine the transaction price;

● allocate the transaction price to performance obligations in the contract;

● recognize revenue as the performance obligation is satisfied;

● determine that collection is reasonably assured.

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer or service is performed and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A portion of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. Other contracts can include various services and products which are at times capable of being distinct, and therefore may be accounted for as separate performance obligations.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.

For distinct performance obligations recognized at a point in time, any unrecognized portion of revenue and any corresponding unrecognized expenses are presented as deferred revenue/contract liability and deferred costs/contract asset, respectively, in the accompanying condensed consolidated balance sheets. Contract assets include cash and equity based payroll costs, and may include payments to consultants and vendors.

For distinct performance obligations recognized over time, the Company records a contract asset (costs in excess of billings) when revenue is recognized prior to invoicing, or a contract liability (billings in excess of costs) when revenue is recognized subsequent to invoicing.

Significant Judgments

The Company’s contracts with customers may include promises to transfer multiple products/services. Determining whether products/services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Further, judgment may be required to determine the standalone selling price for each distinct performance obligation.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Disaggregation of Revenue

The Company generated revenue for the three and six months ended December 31, 2024 and 2023 by delivering: (i) Software Services, consisting primarily of VR/AR/Spatial Computing software projects, solutions and consulting services, and (ii) Software Licenses & SaaS, consisting primarily of VR, AR and Spatial Computing software licenses or SaaS. The Company currently generates its revenues primarily from customers in the United States.

Revenue for a significant portion of Software Services projects and solutions (projects whereby, the development of the project leads to an identifiable asset with an alternative use to the Company) is recognized at the point of time in which the customer obtains control of the project, customer accepts delivery and confirms completion of the project. Certain other Software Services revenues are custom project solutions (projects whereby, the development of the custom project leads to an identifiable asset with no alternative use to the Company, and, in which, the Company also has an enforceable right to payment under the contract) and are therefore recognized based on the percentage of completion using an input model with a master budget. The budget is reviewed periodically and percentage of completion adjusted accordingly.

Revenue for Software Services consulting services and website maintenance is recognized when the Company performs the services, typically on a monthly retainer basis.

Revenue for Software Licenses is recognized at the point of time in which the Company delivers the software and customer accepts delivery. Software Licenses often include third party components that are a fully integrated part of the Software License stack and are therefore considered as one deliverable and performance obligation. If there are significant contractually stated ongoing service obligations to be performed during the term of the Software License or SaaS contract, then revenues are recognized ratably over the term of the contract.

Timing of Revenue

The timing of revenue recognition for the three and six months ended December 31, 2024 and 2023 was as follows:

SCHEDULE OF TIMING REVENUE RECOGNITION

	2024		2023		2024		2023
	For the Three Months Ended				For the Six Months Ended
	December 31,				December 31,
	2024		2023		2024		2023
Products and services transferred at a point in time	$	3,080,816	$	1,601,684	$	5,264,646	$	4,077,287
Products and services transferred/recognized over time		88,118		474,741		342,657		1,104,018
Total Revenue	$	3,168,934	$	2,076,425	$	5,607,303	$	5,181,305

Remaining Performance Obligations

Timing of revenue recognition may differ from the timing of invoicing to customers. The Company generally records a receivable/contract asset when revenue is recognized prior to invoicing, or deferred revenue/contract liability when revenue is recognized subsequent to invoicing.

For certain Software Services project contracts the Company invoices customers after the project has been delivered and accepted by the customer. Software Service project contracts typically consist of designing and programming software for the customer. In most cases, there is only one distinct performance obligation, and revenue is recognized upon completion, delivery and customer acceptance. Contracts may include multiple distinct projects that can each be implemented and operated independently of subsequent projects in the contract. In such cases, the Company accounts for these projects as separate distinct performance obligations and recognizes revenue upon the completion of each project or obligation, its delivery and customer acceptance.

For contracts recognized over time, contract liabilities include billings invoiced for software projects for which the contract’s performance obligations are not complete.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For certain other Software Services project contracts, the Company invoices customers for a substantial portion of the project upon entering into the contract due to their custom nature and revenue is recognized based upon percentage of completion. Revenue recognized subsequent to invoicing is recorded as a deferred revenue/contract liability (billings in excess of cost) and revenue recognized prior to invoicing is recorded as a deferred cost/contract asset (cost in excess of billings).

For Software Services consulting or retainer contracts, the Company generally invoices customers monthly at the beginning of each month in advance for services to be performed in the following month. The sole performance obligation is satisfied when the services are performed. Software Services consulting or retainer contracts typically consist of ongoing support for a customer’s software or specified business practices.

For Software License contracts, the Company generally invoices customers when the software has been delivered to and accepted by the customer, which is also when the performance obligation is satisfied. For SaaS contracts, the Company generally invoices customers in advance at the beginning of the service term.

For multi-period Software License contracts, the Company generally invoices customers annually at the beginning of each annual coverage period. Software License contracts consist of providing clients with software designed by the Company. For Software License contracts, there are generally no ongoing support obligations unless specified in the contract (becoming a Software Service).

Unfulfilled performance obligations represent amounts expected to be earned by the Company on executed contracts. As of December 31, 2024 and 2023, the Company had approximately $4.56 million and $1.06 million, respectively, in unfulfilled performance obligations.

Research and Development Costs

Research and development expenses are expensed as incurred, and include payroll, employee benefits and stock-based compensation expense. Research and development expenses also include third-party development and programming costs. Given the emerging industry and uncertain market environment the Company operates in, research and development costs are not capitalized.

Other Significant Accounting Policies

There have been no material changes to other significant accounting policies from those detailed in audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2024.

Reclassifications

Certain accounts in the prior period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period financial statements.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning July 1, 2025. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5. QREAL AND GLIMPSE TURKEY DIVESTITURE

As part of its previously announced strategic realignment around Spatial Core and divestiture of non-core assets, effective October 1, 2024, the Company divested the business of its wholly owned subsidiary company QReal, LLC (“QReal”) and its related operating entity GLIMPSE GROUP YAZILIM VE ARGE TICARET ANONIM SIRKET (“Glimpse Turkey”) in a management buyout by the General Manager of QReal.

The Company does not expect material changes to its expected revenues for years ended June 30, 2025 and 2026. The Company retains the revenues from QReal’s largest customer in full, until such time that the Company has collected and retained $1.35 million net cash in the aggregate, after taking into account all related operating expenses and fees (the “Milestone”). After satisfaction of the Milestone, the Company will receive a monthly cash revenue share for a period of 18 months in relation to any revenues generated from this same customer.

The assets, as defined, of Qreal/Glimpse Turkey, were sold in return for a $1.56 million senior secured convertible note from the purchasing (“New”) entity and a 10% equity stake in New entity. Principal payback of the note is tied directly to revenue collected by New entity (separate from the Milestone). The note converts to New entity equity upon certain equity capital raising of New entity, as defined. The Company accounts for the investment in New entity at cost ($100) because the Company does not control or have significant influence over the investment.

The Company recorded a non cash gain on the divestiture of approximately $1.40 million which is included in general and administrative expenses on the condensed consolidated statement of operations for the three and six months ended December 31, 2024. The Company has also fully reserved against the note as collectability is considered remote and recorded a loan loss reserve of $1.50 million in general and administrative expenses on the condensed statement of operations for the three and six months ended December 31, 2024. The note reserve fully offsets the gain on divestiture detailed above.

Revenue from the divested business that is not being retained going forward was approximately $0.07 million and $0.13 million for the three and six months ended December 31, 2024, and approximately $0.07 million and $0.16 million for the three and six months ended December 31, 2023. The Company anticipates operational cost savings from the divestiture after only retaining direct expenses related to the retained QReal largest customer.

Pursuant to the original acquisition of QReal by the Company in 2016, upon sale of the entity the original sellers are due 8% (“economic interest”) of the Milestone proceeds. As the achievement of the Milestone is uncertain, liability for these payments will be recorded as actual Milestone proceeds occur. The Company recorded an expense of approximately $0.01 million related to the economic interest in general and administrative expense on the condensed consolidated statement of operations for the three and six months ended December 31, 2024.

NOTE 6. IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS

PulpoAR, LLC (“Pulpo”)

During the six months ended December 31, 2023 the Company divested the operations of its wholly owned subsidiary Pulpo due to poor revenue performance and non-strategic alignment.

Accordingly, the fair value of intangible assets, including goodwill, originally recorded at the time of the purchase, were determined to be to be zero. The net assets of $0.90 million (consisting of intangible assets - technology with net book value of $0.52 million and goodwill of $0.38 million) were written-off and were included in goodwill impairment and intangible asset impairment on the condensed consolidated statement of operations for the six months year ended December 31, 2023.

The assets, as defined, of Pulpo, were sold to an independent entity in return for a 10% interest in said entity and a $1.0 million note. The Company recorded a non cash $1.0 million gain on divestiture, which is included in general and administrative expenses on the condensed consolidated statement of operations for the three and six months ended December 31, 2023. The Company has fully reserved against the Note as collectability is considered remote and recorded a loan loss reserve against the note in general and administrative expenses on the condensed statement of operations for the three and six months ended December 31, 2023. This fully offsets the gain on divestiture detailed above.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended December 31, 2023, Pulpo had revenue of $0 and $0.07 million, respectively, and net losses of $0.17 million and $0.43 million, respectively (exclusive of the goodwill and intangible asset impairment write-off), reported in the condensed consolidated statements of operations.

NOTE 7. GOODWILL AND INTANGIBLE ASSETS

The composition of goodwill at December 31 and June 30, 2024 is as follows:

SCHEDULE OF COMPOSITION OF GOODWILL

	At December 31 and June 30, 2024
	XRT		BLI		Total
Goodwill	$	300,000	$	10,557,600	$	10,857,600

Intangible assets, their respective amortization period, and accumulated amortization at December 31 and June 30, 2024 are as follows:

	XR Terra			BLI			Glimpse Learning			Total
	At December 31, 2024
	Value ($)												Amortization Period (Years)
	XR Terra			BLI			Glimpse Learning			Total
Intangible Assets
Technology		300,000			880,000			326,435			1,506,435			3
Less: Accumulated Amortization		(300,000	)		(708,878	)		(235,768	)		(1,244,646	)
Intangible Assets, net	$	-		$	171,122		$	90,667		$	261,789

	XR Terra			BLI			Glimpse Learning			Total
	As of June 30, 2024
	Value ($)												Amortization Period (Years)
	XR Terra			BLI			Glimpse Learning			Total
Intangible Assets
Technology		300,000			880,000			326,435			1,506,435			3
Less: Accumulated Amortization		(274,995	)		(562,214	)		(181,359	)		(1,018,568	)
Intangible Assets, net	$	25,005		$	317,786		$	145,076		$	487,867

Intangible asset amortization expense for the three and six months ended December 31, 2024 was approximately $0.10 million and $0.23 million, respectively. Intangible asset amortization expense for the three and six months ended December 31, 2023 was approximately $0.29 million and $0.66 million, respectively.

Estimated intangible asset amortization expense as of December 31, 2024 for the remaining lives are as follows:

Years Ended June 30,
2025 (remaining 6 months)	$	201,570
2026	$	60,219

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. FINANCIAL INSTRUMENTS

Cash and Cash Equivalents

The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, and June 30, 2024, the Company’s cash and cash equivalents were as follows:

	As of December 31, 2024
	Cost		Unrealized Gain (Loss)		Fair Value		Cash and Cash Equivalents
Cash	$	208,030	$	-		-	$	208,030
Level 1:
Money market funds		8,237,258		-	$	8,237,258		8,237,258
Total cash and cash equivalents	$	8,445,288	$	-	$	8,237,258	$	8,445,288

	As of June 30, 2024
	Cost		Unrealized Gain (Loss)		Fair Value		Cash and Cash Equivalents
Cash	$	109,659	$	-		-	$	109,659
Level 1:
Money market funds		1,738,636		-	$	1,738,636		1,738,636
Total cash and cash equivalents	$	1,848,295	$	-	$	1,738,636	$	1,848,295

Contingent Consideration

As of December 31, and June 30, 2024, the Company’s contingent consideration liabilities related to acquisitions are categorized as Level 3 within the fair value hierarchy. Contingent consideration was valued at December 31, and June 30, 2024 using unobservable inputs, primarily internal revenue forecasts. Contingent consideration was valued at the time of acquisitions using unobservable inputs and have included using the Monte Carlo simulation model. This model incorporated revenue volatility, internal rate of return, and a risk-free rate. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance, at times, of a third-party valuation specialist.

As of December 31, 2024, the Company’s contingent consideration liabilities, current and non-current balances were as follows:

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of December 31, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI		1,264,200		-			1,678,451			2,942,651		2,942,651
Contingent consideration, current - XRT		-		(499,288	)		499,288			-		-
Total contingent consideration, current portion	$	1,264,200	$	-		$	1,678,451		$	2,942,651	$	2,942,651

Level 3:
Contingent consideration, non-current - BLI		6,060,700		(1,497,894	)		(4,562,806	)		-		-
Total contingent consideration, net of current portion	$	6,060,700	$	(1,497,894	)	$	(4,562,806	)	$	-	$	-

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue projections for BLI are expected to trigger potential additional gross consideration of $3.0 million over the remainder of the contingent consideration payout period ending on July 31, 2025, payable in cash. The possibility of achieving any remaining revenue targets to trigger additional consideration is remote. Accordingly, contingent consideration remaining for the BLI acquisition at December 31, 2024 is calculated at the present value of the estimated remaining $3.0 million cash discounted at risk-free interest rates from the estimated payment dates. The range of potential additional contingent consideration related to BLI in excess of the amounts reflected on the balance sheet at December 31, 2024 is zero to $10.0 million (which is considered remote and no provision is made for it), of which up to $7.5 million is in cash and the remainder in the form of Company common stock (with share conversion at a $7.00 per share floor price).

The change in fair value of contingent consideration for BLI for the three and six months ended December 31, 2024 was a non-cash expense of approximately $0.03 million and $0.10 million, respectively, included as change in fair value of acquisition contingent consideration in the condensed consolidated statements of operations. This reflects the change in the time value of money related to the present value of payment calculation dates.

The change in fair value of contingent consideration for XR Terra, LLC (“XRT”) for the six months ended December 31, 2024 was a non-cash gain of approximately $0.04 million included as change in fair value of acquisition contingent consideration in the condensed consolidated statements of operations. This reflects the reversal of the estimated final consideration payment related to the acquisition of XRT. The contingent consideration payout period ended September 2024.

As of June 30, 2024, the Company’s contingent consideration liabilities current and non-current balances were as follows:

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of June 30, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI	$	1,264,200	$	-		$	167,561		$	1,431,761	$	1,431,761
Contingent consideration, current - XRT		-		(499,288	)		535,002			35,714		35,714
Total contingent consideration, current portion	$	1,264,200	$	(499,288	)	$	702,563		$	1,467,475	$	1,467,475

Level 3:
Contingent consideration, non-current - BLI	$	6,060,700	$	(1,497,894	)	$	(3,149,110	)	$	1,413,696	$	1,413,696
Total contingent consideration, net of current portion	$	6,060,700	$	1,497,894		$	3,149,110		$	1,413,696	$	1,413,696

The contingent consideration related to XRT at June 30, 2024 represents an accrual for anticipated achievement of an additional revenue threshold though the end of the contingent consideration period September 2024.

The change in fair value of contingent consideration for the three and six months ended December, 2023 was a non-cash gain of approximately $1.27 million and $4.03 million, respectively, included as change in fair value of acquisition contingent consideration in the condensed consolidated statements of operations. This was primarily driven by changes in the Company’s common stock price between the measurement dates and revisions to revenue projections for BLI and Sector 5 Digital, LLC (“S5D”).

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. DEFERRED COSTS/CONTRACT ASSETS AND DEFERRED REVENUE/CONTRACT LIABILITIES

As of December 31 and June 30, 2024, deferred costs/contract assets totaling $222,784 and $170,781, respectively, consists of costs deferred under contracts not completed and recognized at a point in time ($222,784 and $135,057, respectively), and costs in excess of billings under contracts not completed and recognized over time ($0 and $35,724, respectively). As of December 31 and June 30, 2024, deferred revenue/contract liabilities, totaling $263,347 and $72,788, respectively, consists of revenue deferred under contracts not completed and recognized at a point in time ($263,347 and $72,788, respectively), and billings in excess of costs under contracts not completed and recognized over time ($0 and $0 respectively).

The following table shows the reconciliation of the costs in excess of billings and billings in excess of costs for contracts recognized over time:

	As of December 31, 2024		As of June 30, 2024

Cost incurred on uncompleted contracts	$	-	$	106,035
Estimated earnings		-		105,689
Earned revenue		-		211,724
Less: billings to date		-		176,000
Billings in excess of costs, net	$	-	$	35,724

Balance Sheet Classification
Contract assets includes, costs and estimated earnings in excess of billings on uncompleted contracts	$	-	$	35,724
Contract liabilities includes, billings in excess of costs and estimated earnings on uncompleted contracts		-		-
Billings in excess of costs, net	$	-	$	35,724

NOTE 10. EQUITY

Securities Purchase Agreements (“SPA”)

SPA 2024

On December 23, 2024, the Company completed a SPA with an institutional investor selling 1,990,000 shares of common stock at $2.65 per share and prefunded warrants to purchase up to 760,000 shares of common stock at $2.649 per warrant (which is convertible to one share of common stock on a one for one basis). The prefunded warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and may be exercised at any time until exercised in full (see Note 13).

The Company realized total net proceeds (after underwriting and professional fees) of $6.79 million from the SPA 2024.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SPA 2023

On October 2023, the Company completed a SPA with certain institutional investors selling 1,885,715 shares of common stock for approximately $3.30 million (at $1.75 per share). The Company realized net proceeds (after underwriting, professional fees and listing expenses) of $2.97 million.

Simultaneously, the exercise price on warrants to purchase 750,000 shares of common stock originally issued pursuant to a SPA entered into in November 2021 were repriced from $14.63 per share to $1.75 per share.

Common Stock Issued

Exercise of Warrants

On December 19, 2024, an institutional investor exercised warrants (issued in connection with a November 2021 SPA) convertible into 100,000 shares of common stock. The Company realized proceeds of $0.18 million ($1.75 per share).

Common stock issued to Employees as Compensation

During the six months ended December 31, 2024, the Company issued 16,000 unrestricted shares of common stock to an employee as compensation and recorded share-based compensation of approximately $0.01 million in sales and marketing expenses on the condensed consolidated statement of operations.

During the six months ended December 31, 2023, the Company issued approximately 61,000 unrestricted shares of common stock to various employees as compensation and recorded share-based compensation of approximately $0.21 million in general and administrative and sales and marketing expenses on the condensed consolidated statement of operations.

Common stock issued to Vendors

During the six months ended December 31, 2023, the Company issued approximately 29,000 unrestricted shares of common stock to various vendors for services performed and recorded share-based compensation of approximately $0.07 million, primarily in sales and marketing expenses on the condensed consolidated statement of operations.

Common stock issued for Exercise of Stock Options

During the six months ended December 31, 2024, the Company issued approximately 8,000 shares of common stock in cashless transactions upon exercise of the respective option grants and realized cash proceeds of zero.

During the six months ended December 31, 2023, the Company issued approximately 9,000 shares of common stock in cashless transactions upon exercise of the respective option grants and realized cash proceeds of zero.

Common stock issued to satisfy Contingent Acquisition Obligations

During the six months ended December 31, 2024, the Company issued approximately 36,000 unrestricted shares of common stock, with a fair value of approximately $0.13 million, to satisfy a contingent acquisition obligation for the achievement of a revenue performance milestone by XR Terra.

Warrants

In connection with the July 2021 IPO, the November 2021 SPA and the December 2024 SPA, the Company issued warrants, which are exercisable into Company common shares on a one-for-one basis, as detailed below. The warrants are not publicly traded.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The only warrants exercised since issuance are 100,000 warrants from the November 2021 SPA exercised in December 2024.

The remaining outstanding warrants as of December 31, 2024 are (see Note 13):

SCHEDULE OF WARRANTS OUTSTANDING

	Warrants Outstanding		Exercise Price		Expiration Date

July 2021 IPO		87,500	$	7.00	June 2026
November 2021 SPA		481,000	$	1.75	November 2026
November 2021 SPA		169,000	$	1.75	May 2027
December 2024 SPA		760,000	$	0.001	None
Total		1,497,500

Employee Stock-Based Compensation

Stock Option issuance to Executives

In February 2023, pursuant to the Equity Incentive Plan, the Company granted certain executive officers 2.20 million stock options as a long-term incentive. The options have an exercise price of $7.00 per share. 0.22 million of these options vest ratably over four years (“Initial Options”). The remainder (“Target Options”) vest in fixed amounts based on achieving various revenue or common stock prices within seven years of grant date. Given the Company’s current stock price and revenue, the Company views the achievement of the milestones that would trigger vesting of the Target Options as remote.

Equity Incentive Plan

The Company’s 2016 Equity Incentive Plan (the “Plan”), as amended, has approximately 12.2 million common shares reserved for issuance. As of December 31, 2024, there were approximately 6.1 million shares available for issuance under the Plan. The shares available are after the granting of 1.98 million shares of executive Target Options.

The Company recognizes compensation expense relating to awards ratably over the requisite period, which is generally the vesting period.

Stock options have been recorded at their fair value. The Black-Scholes option-pricing model assumptions used to value the issuance of stock options under the Plan for the specific periods below are noted in the following table:

	2024			2023			2024			2023
	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2024			2023			2024			2023
Weighted average expected terms (in years)		6.0			5.0			6.0			6.5
Weighted average expected volatility		81.5	%		101.3	%		87.4	%		97.8	%
Weighted average risk-free interest rate		3.6	%		4.1	%		3.8	%		4.6	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%

The grant date fair value for options granted during the six months ended December 31, 2024 and 2023 was approximately $0.11 million and $0.41 million, respectively.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the Company’s stock option activity for the six months ended December 31, 2024 and 2023, excluding the executive Target Options:

SUMMARY OF STOCK OPTION ACTIVITY

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2024		3,643,880		$	3.95		6.5	$	-
Options Granted		196,301			2.50		9.6		-
Options Exercised		(35,600	)		2.50		2.3		-
Options Forfeited / Cancelled		(760,304	)		4.54		7.5		2,886
Outstanding at December 31, 2024		3,044,277		$	3.73		5.9	$	528,944
Exercisable at December 31, 2024		1,751,773		$	3.93		4.6	$	252,829

The above table excludes executive Target Options: 1,980,000 granted, $7.00 exercise price, 8.12 remaining term in years, no intrinsic value. Vesting of these is considered remote.

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2023		6,128,381		$	4.84		7.0	$	1,676,966
Options Granted		259,847			2.57		9.7		-
Options Exercised		(25,000	)		2.00		2.9		5,474
Options Forfeited / Cancelled		(1,662,564	)		4.76		6.5		2,515
Outstanding at December 31, 2023		4,700,664		$	4.77		6.8	$	-
Exercisable at December 31, 2023		2,903,668		$	4.19		5.4	$	-

The above table excludes executive Target Options: 2,100,000 granted (includes 120,000 attributable to an executive who resigned in July 2024), $7.00 exercise price, 9.1 remaining term in years, no intrinsic value. Vesting of these is considered remote.

The intrinsic value of stock options at December 31, 2024 and 2023 was computed using a fair market value of the common stock of $2.47 per share and $1.13 per share, respectively.

The Company’s stock option-based expense for the three months ended December 31, 2024 and 2023 consisted of the following:

SCHEDULE OF STOCK OPTION BASED EXPENSE

	2024			2023		2024		2023
	For the Three Months Ended					For the Six Months Ended
	December 31					December 31
	2024			2023		2024		2023
Stock option-based expense :
Research and development expenses	$	(17,580	)	$	177,728	$	121,610	$	448,857
General and administrative expenses		108,835			75,817		221,843		173,543
Sales and marketing expenses		(27,533	)		134,223		66,535		287,647
Board option expense		12,459			69,174		24,919		143,275
Total	$	76,182		$	456,942	$	434,908	$	1,053,322

There is no expense included for the executive officers’ Target Options.

At December 31, 2024 total unrecognized compensation expense to employees, board members and vendors related to stock options was approximately $1.39 million (excluding executive Target Options vested value of $8.53 million, which vesting is considered remote) and is expected to be recognized over a weighted average period of 1.70 years (which excludes the executive Target Options).

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. EARNINGS PER SHARE

The following table presents the computation of basic and diluted net loss per common share:

	2024		2023			2024			2023
	For the Three Months Ended					For the Six Months Ended
	December 31,					December 31,
Numerator:	2024		2023			2024			2023
Net income (loss)	$	25,872	$	(738,367	)	$	(988,320	)	$	(857,810	)
Denominator:
Weighted-average common shares outstanding for basic net income (loss) per share		18,361,274		16,668,740			18,262,745			15,699,563

Weighted-average common shares outstanding for diluted net income (loss) per share		24,521,976		16,668,740			18,262,745			15,699,563

Basic net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)
Diluted net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)

Potentially dilutive securities, on a weighted average basis, that were not included in the calculation of diluted net loss per share attributable to common stockholders for the six months ended December 31, 2024 and for the three and six months ended December 31, 2023 because their effect would be anti-dilutive are as follows (in common equivalent shares):

	2024		2023		2024		2023
	For the Three Months Ended				For the Six Months Ended
	December 31				December 31
	2024		2023		2024		2023
Options		5,262,985		5,387,729		7,330,558		7,518,548
Warrants		897,717		837,500		867,609		837,500
Total		6,160,702		6,225,229		8,198,167		8,356,048

Stock options include 1,980,000 and 2,100,000 executive Target Options at December 31, 2024 and 2023, respectively. Vesting of these is considered remote.

NOTE 12. COMMITMENTS AND CONTINGENCIES

Lease Costs

The Company made cash payments for all operating leases for the six months ended December 31, 2024 and 2023, of approximately $0.11 million and $0.19 million, respectively, which were included in cash flows from operating activities within the consolidated statements of cash flows. As of December 31, 2024, the Company’s operating leases have a weighted average remaining lease term of 0.89 years and weighted average discount rate of 8.10%.

The total rent expense for all operating leases for the three months ended December 31, 2024 and 2023, was approximately $0.09 million and $0.12 million, respectively, with short-term leases making up an immaterial portion of such expenses.

The total rent expense for all operating leases for the six months ended December 31, 2024 and 2023, was approximately $0.20 million and $0.14 million, respectively, with short-term leases making up an immaterial portion of such expenses.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Commitments

The Company has various operating leases for its offices. These existing leases have remaining lease terms ranging from approximately 0 to 2 years. Certain lease agreements contain options to renew, with renewal terms that generally extend the lease terms by 1 to 3 years for each option. The Company determined that none of its current leases are reasonably certain to renew.

Future approximate undiscounted lease payments for the Company’s operating lease liabilities and a reconciliation of these payments to its operating lease liabilities as of December 31, 2024 are as follows:

SCHEDULE OF UNDISCOUNTED LEASE PAYMENTS

Years Ended June 30,
2025 (6 remaining months)		128,791
2026		183,882
2027		4,776
Total future minimum lease commitments, including short-term leases		317,449
Less: future minimum lease payments of short -term leases		(105,000	)
Less: imputed interest		(10,830	)
Present value of future minimum lease payments, excluding short term leases	$	201,619

Current portion of operating lease liabilities	$	(143,929	)
Non-current portion of operating lease liabilities		(57,690	)
Total operating lease liability	$	(201,619	)

Contingent Consideration for Acquisitions

Contingent consideration for acquisitions consists of the following as of December 31 and June 30, 2024, respectively (see Note 8):

	As of December 31,		As of June 30,
	2024		2024
BLI, current portion	$	2,942,651	$	1,431,761
XRT		-		35,714
Subtotal current portion		2,942,651		1,467,475
BLI, net of current portion		-		1,413,696
Total contingent consideration for acquisitions	$	2,942,651	$	2,881,171

In addition, S5D has significantly underperformed revenue expectations that were employed to determine fair value at acquisition. The possibility of achieving any remaining revenue targets to trigger additional consideration is remote and all earned consideration has been paid. Accordingly, there is no future contingent consideration recorded related to the S5D acquisition as of December 31 and June 30, 2024. The range of potential additional contingent consideration related to S5D in excess of the amounts reflected on the balance sheet as of December 31, 2024 is zero to $10.0 million (which is considered remote and no provision is made for it) in the form of Company common stock (with share conversion at a $7.00 per share floor price). The contingent consideration payout period ends January 31, 2025.

Potential Future Distributions Upon Divestiture or Sale

In some instances, upon a divestiture or sale of a subsidiary company or capital raise into subsidiary company, the Company is contractually obligated to distribute a portion of the net proceeds or capital raise to the senior management team of the divested subsidiary company. No material distribution payments are currently owed. See Note 5.

NOTE 13. SUBSEQUENT EVENTS

In January 2025, the warrants issued in connection with the SPA 2024 were exercised in full, resulting in the issuance of 760,000 shares of common stock. The Company realized proceeds of $760 ($0.001 per share). See Note 10.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and our audited financial statements and notes thereto, and related disclosures, as of and for the fiscal year ended June 30, 2024, which are included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the Securities and Exchange Commission (the “SEC”). Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our” or “the Company,” refer to The Glimpse Group, Inc., a Nevada corporation and its entities.

Cautionary Statement Regarding Forward-Looking Statements

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC and in our other filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.

Overview

We are an Immersive technology company, providing enterprise focused Virtual Reality (VR), Augmented Reality (AR) and Spatial Computing software and services (Immersive technologies). Glimpse’s operating entities are located primarily in the United States. We believe that we offer significant exposure to the rapidly growing and potentially transformative Immersive technology markets, while mitigating downside risk via our diversified model and ecosystem.

Our ecosystem of Immersive technology entities, collaborative environment and diversified business model aims to simplify the challenges faced by companies in the emerging Immersive technology industry, create scale, build operational efficiencies, reduce time to market and enhance go-to-market synergies, while simultaneously providing investors an opportunity to invest directly via a diversified infrastructure.

The Immersive technology industry is an early-stage technology industry with nascent markets. We believe that this industry has significant growth potential across verticals, may be transformative, and that our diversified ecosystem create important competitive advantages. We currently target a wide array of industry verticals, including but not limited to: Corporate Training, Education, Healthcare, Government & Defense, Branding/Marketing/Advertising, Retail, Media & Entertainment, Corporate Events and Social VR support groups and therapy. We focus primarily on the business-to-business (B2B) and business-to-business-to-consumer (B2B2C) segments, and we are hardware agnostic.

In fiscal year 2024, we shifted our businesses focus to providing immersive technology solutions software and services (the “Strategic Shift”) that are primarily driven by Spatial Computing, Cloud and Artificial Intelligence (AI), which we refer to as “Spatial Core.” We believe that Spatial Core is a key differentiator, growth driver and competitive advantage for us.

At the time of this filing, we have approximately 45 full time employees, primarily software developers, engineers and 3D artists.

The Glimpse Group, Inc. was incorporated in June 2016 under the laws of the State of Nevada, and is headquartered in New York, New York.

Business Organization Chart (as of December 31, 2024):

Significant Transactions

Divestiture

As part of our strategic realignment around Spatial Core and divestiture of non-core assets, effective October 1, 2024 we divested the business of our then wholly owned entities QReal, LLC (“QReal”) and its related operating entity GLIMPSE GROUP YAZILIM VE ARGE TİCARET ANONİM ŞİRKET (“Turkey”) in a management buyout by the general manager of QReal (the “Divestiture”).

Pursuant to the Divestiture, we retain the contract and resulting revenues from QReal’s largest customer in full until such time that we have collected and retained $1.35 million net cash in the aggregate, after taking into account all related operating expenses and fees (the “Milestone”). After satisfaction of the Milestone, we will receive a monthly cash revenue share for a period of 18 months in relation to any revenues generated from this same customer. In connection with the Divestiture, we were also issued (i) a $1.56 million senior secured convertible note in the new independent entity and (ii) a minority equity stake in the new independent entity. Principal payback on the senior secured convertible note is currently considered remote and is tied directly to revenue collected by the new entity (separate from the Milestone).

Securities Purchase Agreement

On December 23, 2024, we closed a registered direct offering pursuant to a securities purchase agreement to which we sold to an institutional investor 1,990,000 shares of our common stock and prefunded warrants to purchase up to 760,000 shares of our common stock. The purchase price for each share of common stock was $2.65 and the purchase price for each prefunded warrant was $2.649 (which was equal to the purchase price per share of common stock, less $0.001).

The prefunded warrants had an exercise price of $0.001 per share of common stock, became immediately exercisable upon issuance, and were fully exercised in January 2025.

We realized net proceeds (after placement agent fees and other offering expenses) of $6.79 million from the offering.

Financial Highlights for the three and six months ended December 31, 2024 compared to the three and six months ended December 31, 2023.

Results of Operations

The following table sets forth our results of operations for the three months and six months ended December 31, 2024 and 2023:

Summary P&L

	For the Three Months Ended											For the Six Months Ended
	December 31,					Change						December 31,						Change
	2024		2023			$			%			2024			2023			$			%
	(in millions)											(in millions)
Revenue	$	3.17	$	2.08		$	1.09			52	%	$	5.61		$	5.18		$	0.43			8	%
Cost of Goods Sold		1.14		0.66			0.48			73	%		1.66			1.84			(0.18	)		-10	%
Gross Profit		2.03		1.42			0.61			43	%		3.95			3.34			0.61			18	%
Total Operating Expenses		2.02		2.23			(0.21	)		-9	%		4.97			4.33			0.64			15	%
Income (Loss) from Operations before Other Income		0.01		(0.81	)		0.82			101	%		(1.02	)		(0.99	)		(0.03	)		-3	%
Other Income		0.01		0.07			(0.06	)		86	%		0.04			0.13			(0.09	)		69	%
Net Income (Loss)	$	0.02	$	(0.74	)	$	0.76			103	%	$	(0.98	)	$	(0.86	)	$	(0.12	)		-14	%

Revenue

	For the Three Months Ended										For the Six Months Ended
	December 31,				Change						December 31,				Change
	2024		2023		$			%			2024		2023		$		%
	(in millions)										(in millions)
Software Services	$	3.13	$	2.03	$	1.10			54	%	$	5.36	$	5.04	$	0.32		6	%
Software License/Software as a Service		0.04		0.05		(0.01	)		-20	%		0.25		0.14		0.11		79	%
Total Revenue	$	3.17	$	2.08	$	1.09			52	%	$	5.61	$	5.18	$	0.43		8	%

Total revenue for the three months ended December 31, 2024 was approximately $3.17 million compared to approximately $2.08 million for the three months ended December 31, 2023, an increase of 52%. Total revenue for the six months ended December 31, 2024 was approximately $5.61 million compared to approximately $5.18 million for the six months ended December 31, 2023, an increase of 8%. The increase for both periods reflects a new Spatial Core customer, with the six month 2023 period also including revenue of certain legacy non-Spatial core customers.

We break out our revenues into two main categories - Software Services and Software License.

	●	Software Services revenues are primarily comprised of Immersive technology projects, services related to our software licenses and consulting retainers.

	●	Software License revenues are comprised of the sale of our internally developed Immersive technology software as licenses or as software-as-a-service (SaaS).

For the three months ended December 31, 2024, Software Services revenue was approximately $3.13 million compared to approximately $2.03 million for the three months ended December 31, 2023, an increase of approximately 54%. For the six months ended December 31, 2024, Software Services revenue was approximately $5.36 million compared to approximately $5.04 million for the six months ended December 31, 2023, an increase of approximately 6%. The increase for both periods reflects a new Spatial Core customer, with the six month 2023 period also including revenue of certain legacy non-Spatial core customers.

For the three months ended December 31, 2024, Software License revenue was approximately $0.04 million compared to approximately $0.05 million for the three months ended December 31, 2023, essentially flat period over period. For the six months ended December 31, 2024, Software License revenue was approximately $0.25 million compared to approximately $0.14 million for the six months ended December 31, 2023, an increase of 79%. The increase reflects the addition of a new customer.

Customer Concentration

Three customers accounted for approximately 80% (56%, 14% and10%, respectively) of the Company’s total gross revenues during the three months ended December 31, 2024. One of the same customers accounted for approximately 28% of the Company’s total gross revenues during the three months ended December 31, 2023. Two customers accounted for approximately 65% (44% and 21%, respectively) of the Company’s total gross revenues during the six months ended December 31, 2024.One of the same customers and another customer accounted for approximately 44% (22% and 22%, respectively) of the Company’s total gross revenues during the six months ended December 31, 2023.

Gross Profit

	For the Three Months Ended											For the Six Months Ended
	December 31,						Change					December 31,						Change
	2024			2023			$		%			2024			2023			$			%
	(in millions)											(in millions)
Revenue	$	3.17		$	2.08		$	1.09		52	%	$	5.61		$	5.18		$	0.43			8	%
Cost of Goods Sold		1.14			0.66			0.48		73	%	$	1.66			1.84			(0.18	)		-10	%
Gross Profit	$	2.03		$	1.42		$	0.61		43	%	$	3.95		$	3.34		$	0.61			18	%
Gross Profit Margin		64	%		68	%							70	%		64	%

Gross profit margin was approximately 64% for the three months ended December 31, 2024, compared to approximately 68% for the three months ended December 31, 2023. This decrease reflects a change in revenue mix where project related comparatively lower margin revenue represented a greater portion of total revenue than higher margin recurring revenue. Gross profit margin was approximately 70% for the six months ended December 31, 2024 compared to approximately 64% for the six months ended December 31, 2023. The increase reflects higher project margin in the current period reflecting greater use of internal staffing.

For the three months ended December 31, 2024 and 2023, internal staffing was approximately $0.86 million (75% of total cost of revenue) and approximately $0.44 million (67% of total cost of revenue), respectively. For the six months ended December 31, 2024 and 2023, internal staffing was approximately $1.28 million (77% of total cost of revenue) and approximately $1.10 million (60% of total cost of revenue), respectively. The percentage increase reflects our strategic shift to Spatial Core and less reliance on third party, higher cost suppliers.

Operating Expenses

	For the Three Months Ended											For the Six Months Ended
	December 31,					Change						December 31,					Change
	2024		2023			$			%			2024		2023			$			%
	(in millions)											(in millions)
Research and development expenses	$	0.66	$	1.39		$	(0.73	)		-53	%	$	1.78	$	3.07		$	(1.29	)		-42	%
General and administrative expenses		0.85		1.05			(0.20	)		-19	%		1.78		2.14			(0.36	)		-17	%
Sales and marketing expenses		0.38		0.77			(0.39	)		-51	%		1.12		1.57			(0.45	)		-29	%
Amortization of acquisition intangible assets		0.10		0.29			(0.19	)		-66	%		0.23		0.66			(0.43	)		-65	%
Subtotal	$	1.99	$	3.50		$	(1.51	)		-43	%	$	4.91	$	7.44		$	(2.53	)		-34	%

Intangible asset impairment		-		0.01			(0.01	)		-100	%		-		0.90			(0.90	)		-100	%
Change in fair value of acquisition contingent consideration		0.03		(1.28	)		1.31			-102	%		0.06		(4.01	)		4.07			-101	%
Total Operating Expenses	$	2.02	$	2.23		$	(0.21	)		-9	%	$	4.97	$	4.33		$	0.64			15	%

Operating expenses for the three months ended December 31, 2024 were approximately $2.02 million compared to approximately $2.23 million for the three months ended December 31, 2023, a decrease of approximately 9%. Operating expenses for the six months ended December 31, 2024 were approximately $4.97 million compared to approximately $4.33 million for the six months ended December 31, 2023, an increase of approximately 15%. Excluding the change in fair value of acquisition contingent consideration and intangible asset impairment, operating expenses decreased 43% and 34% for the three and six months ended December 31, 2024 compared to the comparable periods in 2023. The decrease reflects our Strategic Shift and reduction in non core businesses.

Research and Development

Research and development expenses for the three months ended December 31, 2024 were approximately $0.66 million compared to $1.39 million for the three months ended December 31, 2023, a decrease of approximately 53%. Research and development expenses for the six months ended December 31, 2024 were approximately $1.78 million compared to $3.07 million for the six months ended December 31, 2023, a decrease of approximately 42%.The decreases for both periods reflect the divestiture of QReal/Turkey, more efficient use of headcount (portion that is allocated to cost of goods sold) and other headcount reductions as part of our Strategic Shift.

General and Administrative

General and administrative expenses for the three months ended December 31, 2024 were approximately $0.85 million compared to approximately $1.05 million for the three months ended December 31, 2023, a decrease of approximately 19%. General and administrative expenses for the six months ended December 31, 2024 were approximately $1.78 million compared to approximately $2.14 million for the six months ended December 31, 2023, a decrease of approximately 17%. The decreases for both periods reflect the divestiture of QReal/Turkey, headcount reductions as part of our Strategic Shift, and certain corporate administrative cost reductions.

Sales and Marketing

Sales and marketing expenses for the three months ended December 31, 2024 were approximately $0.38 million compared to approximately $0.77 million for the three months ended December 31, 2023, a decrease of approximately 51%. Sales and marketing expenses for the six months ended December 31, 2024 were approximately $1.12 million compared to approximately $1.57 million for the six months ended December 31, 2023, a decrease of approximately 29%. The decrease for both periods reflect the divestiture of Qreal/Turkey, partially offset by an increase in incentive pay related to the increase in revenue.

Amortization of Acquisition Intangible Assets

Amortization of acquisition intangible assets expense for the three months ended December 31, 2024 was approximately $0.10 million compared to approximately $0.29 million for the three months ended December, 2023, a decrease of approximately 66%. Amortization of acquisition intangible assets expense for the six months ended December 31, 2024 was approximately $0.23 million compared to approximately $0.66 million for the six months ended December, 2023, a decrease of approximately 65%. The decrease for both periods is attributable to the write off of BLI intangible assets – legacy customer relationships in June 2024.

Intangible Asset Impairment

The $0.01 million and $0.90 million impairment for the three and six months ended December 31, 2023 represents the write-off of goodwill and the net intangible asset - technology attributable to the divestiture of PulpoAR, LLC.

Change in Fair Value of Acquisition Contingent Consideration

Change in fair value of acquisition contingent consideration for the three months ended December 31, 2024 was an expense of approximately $0.03 million compared to a gain of $1.28 million for the three months ended December 31, 2023. Change in fair value of acquisition contingent consideration for the six months ended December 31, 2024 was an expense of approximately $0.06 million compared to a gain of $4.01 million for the six months ended December 31, 2023. The expense in 2024 represents the change in the time value of money related to the present value of future consideration payments related to the BLI acquisition. The gain in 2023 was driven by revisions to revenue forecasts and a decrease in the common stock price of Glimpse between measurement dates.

Other Income

Other income was approximately $0.01 million and $0.07 million, respectively, for the three months ended December 31, 2024 and 2023. Other income was approximately $0.04 million and $0.13 million, respectively, for the six months ended December 31, 2024 and 2023. This income represents interest income and the decreases in 2024 reflect reduced cash balances.

Net Loss

Net income for the three months ended December 31, 2024 was approximately $0.02 million compared to a loss of approximately $0.74 million for the comparable 2023 period. This improvement reflects our Strategic Shift and reduction in non core businesses. Net loss for the six months ended December 31, 2024 and 2023 was approximately $0.98 million and $0.86 million, respectively. Excluding the gain from change in fair value of acquisition contingent consideration and intangible asset impairment in 2023 (see Operating Expenses section above), the loss in 2023 was approximately $3.97 million, and the reduction in loss based on this comparison reflects our Strategic Shift and reduction in non core businesses.

Non-GAAP Financial Measures

The following discussion and analysis includes both financial measures in accordance with Generally Accepted Accounting Principles (“GAAP”), as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to, net income (loss), operating income (loss), cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP. Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe that both management and shareholders benefit from referring to the aforementioned non-GAAP financial measures in planning, forecasting and analyzing future periods.

Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the described excluded items.

The Company defines Adjusted EBITDA as income (or loss) from continuing operations before the items in the table below. Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

We have included a reconciliation of our financial measures calculated in accordance with GAAP to the most comparable non-GAAP financial measures. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between the Company and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules.

The following table presents a reconciliation of net loss to Adjusted EBITDA for the three and six months ended December 31, 2024 and 2023:

	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in millions)						(in millions)
Net income (loss )	$	0.02		$	(0.74	)	$	(0.98	)	$	(0.86	)
Depreciation and amortization		0.12			0.32			0.27			0.72
EBITDA income (loss)		0.14			(0.42	)		(0.71	)		(0.14	)
Stock based compensation expenses		0.04			0.51			0.41			1.21
Loss on subsidiary divestiture		0.10			-			0.10			-
Gain on office lease termination		(0.03	)		-			(0.03	)		-
Intangible asset impairment		-			0.01			-			0.90
Non cash change in fair value of accrued performance bonus		-			(0.16	)		0.06			(0.55	)
Non cash change in fair value of acquisition contingent consideration		0.03			(1.27	)		-			(4.03	)
Adjusted EBITDA income (loss)	$	0.28		$	(1.33	)	$	(0.17	)	$	(2.61	)

Adjusted EBITDA income was $0.28 million for the three months ended December 31, 2024 compared to a $1.33 million loss for the three months ended December 31, 2023. Adjusted EBITDA loss was $0.17 million for the six months ended December 31, 2024 compared to a $2.61 million loss for the six months ended December 31, 2023. The improvement in both periods reflects our Strategic Shift and reduction in non core businesses.

Liquidity and Capital Resources

	For the Six Months Ended
	December 31,						Change
	2024			2023			$			%
	(in millions)
Net cash used in operating activities	$	(0.25	)	$	(3.36	)	$	3.11			93	%
Net cash used in investing activities		(0.03	)		(0.01	)		(0.02	)		-200	%
Net cash provided by financing activities		6.87			2.97			3.90			-131	%
Net decrease in cash, cash equivalents and restricted cash		6.59			(0.40	)		6.99			N/A
Cash, cash equivalents and restricted cash, beginning of year		1.85			5.62			(3.77	)		-67	%
Cash, cash equivalents and restricted cash, end of period	$	8.44		$	5.22		$	3.22			62	%

Operating Activities

Net cash used in operating activities was approximately $0.25 million for the six months ended December 31, 2024, compared to approximately $3.36 million during the six months ended December 31, 2023, an improvement of approximately $3.11 million. This was driven primarily driven by improved profit margins and expenses reductions reflective of our Strategic Shift and reduction in non core businesses.

Investing Activities

Net cash used in investing activities for the six months ended December 31, 2024 was approximately $0.03 compared to a $0.01 million during the comparable 2023 period. Both periods represent minimal fixed asset additions.

Financing Activities

Net cash provided by financing activities during the six months ended December 31, 2024 was approximately $6.87 million compared to approximately $2.97 million during the six months ended December 31, 2023. Both periods represent proceeds of securities purchase agreements entered into with institutional investors.

Capital Resources

As of December 31, 2024, the Company had cash and cash equivalents of $8.45 million.

As of December 31, 2024, the Company had no outstanding debt obligations.

As of December 31, 2024, the Company had no issued and outstanding preferred stock.

As of December 31, 2024, contingent consideration for acquisition liabilities contains cash components ranging up to $3.0 million, potentially payable through September 2025 contingent on BLI achieving certain revenue milestones.

Recently Adopted Accounting Pronouncements

Please see Note 4 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q that describes the impact, if any, from the adoption of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of such period.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, we are required to apply judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

During the period ended December 31, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 contains a discussion of the material risks associated with our business. There have been no material changes to the risks described in such Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sale of Unregistered Equity Securities

During the three months ended December 31, 2024, the Company issued 15,789 shares of common stock for:

	Number of Shares		Cash Proceeds		Value of Shares
Compensation expense		8,000	$	-	$	19,473
Exercise of options		7,789				6,056
Total		15,789	$	-	$	25,529

Please refer to Note 10 of the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

The foregoing transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

Exhibit Number		Description of Exhibit

31.1		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.

31.2		Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on this 13th day of February, 2025.

	THE GLIMPSE GROUP, INC.

	/s/ Lyron Bentovim
	Lyron Bentovim
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Maydan Rothblum
	Maydan Rothblum
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Lyron Bentovim, Chief Executive Officer of The Glimpse Group, Inc., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of The Glimpse Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2025	/s/ Lyron Bentovim
	Lyron Bentovim
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Maydan Rothblum, Chief Financial Officer of The Glimpse Group, Inc., certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of The Glimpse Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 13, 2025	/s/ Maydan Rothblum
	Maydan Rothblum
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Glimpse Group, Inc. (the “Company”) on Form 10-Q for the quarter ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of each of the undersigned:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 13, 2025

	/s/ Lyron Bentovim
	Lyron Bentovim
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Maydan Rothblum
	Maydan Rothblum
	Chief Financial Officer
	(Principal Financial Officer)

Cover - $ / shares	6 Months Ended
Cover - $ / shares	Dec. 31, 2024	Feb. 10, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--06-30
Entity File Number	001-40556
Entity Registrant Name	THE GLIMPSE GROUP, INC.
Entity Central Index Key	0001854445
Entity Tax Identification Number	81-2958271
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	15 West 38th St., 12th Fl
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(917)
Local Phone Number	292-2685
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRAR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,043,756
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2024	Jun. 30, 2024
ASSETS
Cash and cash equivalents	$ 8,445,288	$ 1,848,295
Accounts receivable	1,391,879	723,032
Deferred costs/contract assets	222,784	170,781
Notes receivable	124,900
Prepaid expenses and other current assets	678,424	778,181
Total current assets	10,863,275	3,520,289
Equipment and leasehold improvements, net	73,244	167,325
Right-of-use assets, net	187,688	452,808
Intangible assets, net	261,789	487,867
Goodwill	10,857,600	10,857,600
Other assets	11,100	72,714
Total assets	22,254,696	15,558,603
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	295,776	181,668
Accrued liabilities	633,355	340,979
Deferred revenue/contract liabilities	263,347	72,788
Lease liabilities, current portion	143,929	364,688
Contingent consideration for acquisitions, current portion	2,942,651	1,467,475
Total current liabilities	4,279,058	2,427,598
Long term liabilities
Contingent consideration for acquisitions, net of current portion		1,413,696
Lease liabilities, net of current portion	57,690	178,824
Total liabilities	4,336,748	4,020,118
Commitments and contingencies
Stockholders’ Equity
Preferred Stock, par value $0.001 per share, 20 million shares authorized; 0 shares issued and outstanding
Common Stock, par value $0.001 per share, 300 million shares authorized; 20,272,006 and 18,158,217 issued and outstanding, respectively	20,272	18,158
Additional paid-in capital	81,925,269	74,559,600
Accumulated deficit	(64,027,593)	(63,039,273)
Total stockholders’ equity	17,917,948	11,538,485
Total liabilities and stockholders’ equity	$ 22,254,696	$ 15,558,603

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Jun. 30, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	20,272,006	18,158,217
Common stock, shares outstanding	20,272,006	18,158,217

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Revenue
Total Revenue	$ 3,168,934	$ 2,076,425	$ 5,607,303	$ 5,181,305
Cost of goods sold	1,144,007	655,509	1,659,310	1,837,018
Gross Profit	2,024,927	1,420,916	3,947,993	3,344,287
Operating expenses:
Research and development expenses	659,699	1,391,883	1,780,222	3,072,670
General and administrative expenses	845,381	1,045,085	1,782,660	2,141,236
Sales and marketing expenses	384,223	765,116	1,123,098	1,578,858
Amortization of acquisition intangible assets	100,536	291,036	226,077	659,156
Goodwill impairment				379,038
Intangible asset impairment		8,275		522,166
Change in fair value of acquisition contingent consideration	28,161	(1,268,014)	61,480	(4,025,544)
Total operating expenses	2,018,000	2,233,381	4,973,537	4,327,580
Income (loss) from operations before other income	6,927	(812,465)	(1,025,544)	(983,293)
Other income
Interest income	18,945	74,098	37,224	125,483
Net Income (loss)	$ 25,872	$ (738,367)	$ (988,320)	$ (857,810)
Basic net income (loss) per share	$ 0.00	$ (0.04)	$ (0.05)	$ (0.05)
Diluted net income (loss) per share	$ 0.00	$ (0.04)	$ (0.05)	$ (0.05)
Weighted-average shares used to compute basic net income (loss) per share	18,361,274	16,668,740	18,262,745	15,699,563
Weighted-average shares used to compute diluted net income (loss) per share	24,521,976	16,668,740	18,262,745	15,699,563
Software Services [Member]
Revenue
Total Revenue	$ 3,129,108	$ 2,032,272	$ 5,358,365	$ 5,044,343
Software License [Member]
Revenue
Total Revenue	$ 39,826	$ 44,153	$ 248,938	$ 136,962

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jun. 30, 2023	$ 14,702	$ 67,854,108	$ (56,644,978)	$ 11,223,832
Balance, shares at Jun. 30, 2023	14,701,929
Stock based compensation expense	$ 61	1,118,859		1,118,920
Stock based compensation expense, shares	61,398
Stock option-based board of directors expense		143,275		143,275
Common stock issued for exercise of options	$ 9	(9)
Common stock issued for exercise of options, shares	8,819			25,000
Net income (loss)			(857,810)	$ (857,810)
Common stock issued in Securities Purchase Agreement, net	$ 1,886	2,966,615		2,968,501
Common stock issued in Securities Purchase Agreement, net, shares	1,885,715
Common stock issued to vendors for compensation	$ 29	73,253		73,282
Common stock issued to vendors for compensation, shares	28,571
Common stock issued to satisfy contingent acquisition obligations	$ 36	127,109		127,145
Common stock issued to satisfy contingent acquisition obligations, shares	35,714
Balance at Dec. 31, 2023	$ 16,723	72,283,210	(57,502,788)	14,797,145
Balance, shares at Dec. 31, 2023	16,722,146
Balance at Sep. 30, 2023	$ 14,813	68,801,845	(56,764,421)	12,052,237
Balance, shares at Sep. 30, 2023	14,812,518
Stock based compensation expense	$ 6	399,248		399,254
Stock based compensation expense, shares	6,242
Stock option-based board of directors expense		69,174		69,174
Net income (loss)			(738,367)	(738,367)
Common stock issued in Securities Purchase Agreement, net	$ 1,886	2,966,615		2,968,501
Common stock issued in Securities Purchase Agreement, net, shares	1,885,715
Common stock issued to vendors for compensation	$ 18	46,328		46,346
Common stock issued to vendors for compensation, shares	17,671
Balance at Dec. 31, 2023	$ 16,723	72,283,210	(57,502,788)	14,797,145
Balance, shares at Dec. 31, 2023	16,722,146
Balance at Jun. 30, 2024	$ 18,158	74,559,600	(63,039,273)	11,538,485
Balance, shares at Jun. 30, 2024	18,158,217
Stock based compensation expense	$ 16	382,296		382,312
Stock based compensation expense, shares	16,000
Stock option-based board of directors expense		24,919		24,919
Common stock issued for exercise of options	$ 8	(8)
Common stock issued for exercise of options, shares	7,789			35,600
Common stock issued in Securities Purchase Agreement and prefunded warrants, net	$ 1,990	6,783,562		$ 6,785,552
Common stock issued in Securities Purchase Agreement and prefunded warrants, net, shares	1,990,000
Common stock issued for exercise of warrants	$ 100	174,900		175,000
Common stock issued for exercise of warrants, shares	100,000
Net income (loss)			(988,320)	(988,320)
Balance at Dec. 31, 2024	$ 20,272	81,925,269	(64,027,593)	17,917,948
Balance, shares at Dec. 31, 2024	20,272,006
Balance at Sep. 30, 2024	$ 18,166	74,926,319	(64,053,465)	10,891,020
Balance, shares at Sep. 30, 2024	18,166,217
Stock based compensation expense	$ 8	28,037		28,045
Stock based compensation expense, shares	8,000
Stock option-based board of directors expense		12,459		12,459
Common stock issued for exercise of options	$ 8	(8)
Common stock issued for exercise of options, shares	7,789
Common stock issued in Securities Purchase Agreement and prefunded warrants, net	$ 1,990	6,783,562		6,785,552
Common stock issued in Securities Purchase Agreement and prefunded warrants, net, shares	1,990,000
Common stock issued for exercise of warrants	$ 100	174,900		175,000
Common stock issued for exercise of warrants, shares	100,000
Net income (loss)			25,872	25,872
Balance at Dec. 31, 2024	$ 20,272	$ 81,925,269	$ (64,027,593)	$ 17,917,948
Balance, shares at Dec. 31, 2024	20,272,006

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (988,320)	$ (857,810)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation	272,615	720,458
Common stock and stock option based compensation for employees and board of directors	407,231	1,135,048
Net gain on divestiture of subsidiaries	(1,397,066)	(1,000,000)
Reserve on note received in connection with divestiture of subsidiaries	1,500,000	1,000,000
Gain on office lease termination	(34,660)
Accrued non cash performance bonus fair value adjustment		(551,234)
Acquisition contingent consideration fair value adjustment	61,480	(4,025,544)
Impairment of intangible assets		901,204
Issuance of common stock to vendors		73,282
Adjustment to operating lease right-of-use assets and liabilities	(41,787)	(89,376)
Changes in operating assets and liabilities:
Accounts receivable	(668,847)	208,052
Deferred costs/contract assets	(52,003)	81,560
Loans receivable	(40,900)
Prepaid expenses and other current assets	99,757	(99,231)
Other assets	5,349	(1,507)
Accounts payable	114,108	(180,077)
Accrued liabilities	295,521	(343,474)
Deferred revenue/contract liabilities	214,369	(329,531)
Net cash used in operating activities	(253,153)	(3,358,180)
Cash flow from investing activities:
Purchase of leasehold improvements and equipment	(26,406)	(8,751)
Net cash used in investing activities	(26,406)	(8,751)
Cash flows provided by financing activities:
Proceeds from securities purchase agreement, net	6,785,552	2,968,501
Proceeds from exercise of warrants	175,000
Issuance of note receivable	(84,000)
Cash provided by financing activities	6,876,552	2,968,501
Net change in cash and cash equivalents	6,596,993	(398,430)
Cash and cash equivalents, beginning of year	1,848,295	5,619,083
Cash and cash equivalents, end of period	8,445,288	5,220,653
Non-cash Investing and Financing activities:
Issuance of common stock for satisfaction of contingent liability		127,145
Issuance of common stock for non cash performance bonus		127,145
Lease liabilities arising from right-of-use assets	$ 20,344	$ 113,182

DESCRIPTION OF BUSINESS

6 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1. DESCRIPTION OF BUSINESS

The Company completed an initial public offering (“IPO”) of its common stock on the Nasdaq Capital Market Exchange on July 1, 2021, under the ticker VRAR.

LIQUIDITY AND CAPITAL RESOURCES

6 Months Ended

Dec. 31, 2024

Liquidity And Capital Resources

LIQUIDITY AND CAPITAL RESOURCES

NOTE 2. LIQUIDITY AND CAPITAL RESOURCES

NASDAQ LISTING NOTIFICATION

6 Months Ended

Dec. 31, 2024

Nasdaq Listing Notification

NASDAQ LISTING NOTIFICATION

NOTE 3. NASDAQ LISTING NOTIFICATION

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Principles of Consolidation

Use of Accounting Estimates

Cash and Cash Equivalents

Accounts Receivable

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Customer Concentration and Credit Risk

The Company maintains cash in accounts that, at times, may be in excess of the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses on such accounts.

Goodwill

Fair Value of Financial Instruments

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

● Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

Nature of Revenues

The Company reports its revenues in two categories:

	●	Software Services: VR, AR and Spatial Computing projects, solutions and consulting services.
	●	Software License and Software-as-a-Service (“SaaS”): VR, AR or Spatial Computing software that is sold either as a license or as a SaaS subscription.

The Company applies the following steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

● identify the contract with a customer;

● identify the performance obligations in the contract;

● determine the transaction price;

● allocate the transaction price to performance obligations in the contract;

● recognize revenue as the performance obligation is satisfied;

● determine that collection is reasonably assured.

Significant Judgments

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Disaggregation of Revenue

Revenue for Software Services consulting services and website maintenance is recognized when the Company performs the services, typically on a monthly retainer basis.

Timing of Revenue

The timing of revenue recognition for the three and six months ended December 31, 2024 and 2023 was as follows:

SCHEDULE OF TIMING REVENUE RECOGNITION

	2024		2023		2024		2023
	For the Three Months Ended				For the Six Months Ended
	December 31,				December 31,
	2024		2023		2024		2023
Products and services transferred at a point in time	$	3,080,816	$	1,601,684	$	5,264,646	$	4,077,287
Products and services transferred/recognized over time		88,118		474,741		342,657		1,104,018
Total Revenue	$	3,168,934	$	2,076,425	$	5,607,303	$	5,181,305

Remaining Performance Obligations

For contracts recognized over time, contract liabilities include billings invoiced for software projects for which the contract’s performance obligations are not complete.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Research and Development Costs

Other Significant Accounting Policies

Reclassifications

Certain accounts in the prior period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period financial statements.

Recent Accounting Pronouncements

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

QREAL AND GLIMPSE TURKEY DIVESTITURE

6 Months Ended

Dec. 31, 2024

Qreal And Glimpse Turkey Divestiture

QREAL AND GLIMPSE TURKEY DIVESTITURE

NOTE 5. QREAL AND GLIMPSE TURKEY DIVESTITURE

IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS

6 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS

NOTE 6. IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS

PulpoAR, LLC (“Pulpo”)

During the six months ended December 31, 2023 the Company divested the operations of its wholly owned subsidiary Pulpo due to poor revenue performance and non-strategic alignment.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 7. GOODWILL AND INTANGIBLE ASSETS

The composition of goodwill at December 31 and June 30, 2024 is as follows:

SCHEDULE OF COMPOSITION OF GOODWILL

	At December 31 and June 30, 2024
	XRT		BLI		Total
Goodwill	$	300,000	$	10,557,600	$	10,857,600

Intangible assets, their respective amortization period, and accumulated amortization at December 31 and June 30, 2024 are as follows:

	XR Terra			BLI			Glimpse Learning			Total
	At December 31, 2024
	Value ($)												Amortization Period (Years)
	XR Terra			BLI			Glimpse Learning			Total
Intangible Assets
Technology		300,000			880,000			326,435			1,506,435			3
Less: Accumulated Amortization		(300,000	)		(708,878	)		(235,768	)		(1,244,646	)
Intangible Assets, net	$	-		$	171,122		$	90,667		$	261,789

	XR Terra			BLI			Glimpse Learning			Total
	As of June 30, 2024
	Value ($)												Amortization Period (Years)
	XR Terra			BLI			Glimpse Learning			Total
Intangible Assets
Technology		300,000			880,000			326,435			1,506,435			3
Less: Accumulated Amortization		(274,995	)		(562,214	)		(181,359	)		(1,018,568	)
Intangible Assets, net	$	25,005		$	317,786		$	145,076		$	487,867

Estimated intangible asset amortization expense as of December 31, 2024 for the remaining lives are as follows:

Years Ended June 30,
2025 (remaining 6 months)	$	201,570
2026	$	60,219

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL INSTRUMENTS

6 Months Ended

Dec. 31, 2024

Investments, All Other Investments [Abstract]

FINANCIAL INSTRUMENTS

NOTE 8. FINANCIAL INSTRUMENTS

Cash and Cash Equivalents

The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, and June 30, 2024, the Company’s cash and cash equivalents were as follows:

	As of December 31, 2024
	Cost		Unrealized Gain (Loss)		Fair Value		Cash and Cash Equivalents
Cash	$	208,030	$	-		-	$	208,030
Level 1:
Money market funds		8,237,258		-	$	8,237,258		8,237,258
Total cash and cash equivalents	$	8,445,288	$	-	$	8,237,258	$	8,445,288

	As of June 30, 2024
	Cost		Unrealized Gain (Loss)		Fair Value		Cash and Cash Equivalents
Cash	$	109,659	$	-		-	$	109,659
Level 1:
Money market funds		1,738,636		-	$	1,738,636		1,738,636
Total cash and cash equivalents	$	1,848,295	$	-	$	1,738,636	$	1,848,295

Contingent Consideration

As of December 31, 2024, the Company’s contingent consideration liabilities, current and non-current balances were as follows:

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of December 31, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI		1,264,200		-			1,678,451			2,942,651		2,942,651
Contingent consideration, current - XRT		-		(499,288	)		499,288			-		-
Total contingent consideration, current portion	$	1,264,200	$	-		$	1,678,451		$	2,942,651	$	2,942,651

Level 3:
Contingent consideration, non-current - BLI		6,060,700		(1,497,894	)		(4,562,806	)		-		-
Total contingent consideration, net of current portion	$	6,060,700	$	(1,497,894	)	$	(4,562,806	)	$	-	$	-

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024, the Company’s contingent consideration liabilities current and non-current balances were as follows:

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of June 30, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI	$	1,264,200	$	-		$	167,561		$	1,431,761	$	1,431,761
Contingent consideration, current - XRT		-		(499,288	)		535,002			35,714		35,714
Total contingent consideration, current portion	$	1,264,200	$	(499,288	)	$	702,563		$	1,467,475	$	1,467,475

Level 3:
Contingent consideration, non-current - BLI	$	6,060,700	$	(1,497,894	)	$	(3,149,110	)	$	1,413,696	$	1,413,696
Total contingent consideration, net of current portion	$	6,060,700	$	1,497,894		$	3,149,110		$	1,413,696	$	1,413,696

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DEFERRED COSTS/CONTRACT ASSETS AND DEFERRED REVENUE/CONTRACT LIABILITIES

6 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

DEFERRED COSTS/CONTRACT ASSETS AND DEFERRED REVENUE/CONTRACT LIABILITIES

NOTE 9. DEFERRED COSTS/CONTRACT ASSETS AND DEFERRED REVENUE/CONTRACT LIABILITIES

The following table shows the reconciliation of the costs in excess of billings and billings in excess of costs for contracts recognized over time:

	As of December 31, 2024		As of June 30, 2024

Cost incurred on uncompleted contracts	$	-	$	106,035
Estimated earnings		-		105,689
Earned revenue		-		211,724
Less: billings to date		-		176,000
Billings in excess of costs, net	$	-	$	35,724

Balance Sheet Classification
Contract assets includes, costs and estimated earnings in excess of billings on uncompleted contracts	$	-	$	35,724
Contract liabilities includes, billings in excess of costs and estimated earnings on uncompleted contracts		-		-
Billings in excess of costs, net	$	-	$	35,724

EQUITY

6 Months Ended

Dec. 31, 2024

Equity [Abstract]

EQUITY

NOTE 10. EQUITY

Securities Purchase Agreements (“SPA”)

SPA 2024

The Company realized total net proceeds (after underwriting and professional fees) of $6.79 million from the SPA 2024.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SPA 2023

Common Stock Issued

Exercise of Warrants

Common stock issued to Employees as Compensation

Common stock issued to Vendors

Common stock issued for Exercise of Stock Options

Common stock issued to satisfy Contingent Acquisition Obligations

Warrants

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The only warrants exercised since issuance are 100,000 warrants from the November 2021 SPA exercised in December 2024.

The remaining outstanding warrants as of December 31, 2024 are (see Note 13):

SCHEDULE OF WARRANTS OUTSTANDING

	Warrants Outstanding		Exercise Price		Expiration Date

July 2021 IPO		87,500	$	7.00	June 2026
November 2021 SPA		481,000	$	1.75	November 2026
November 2021 SPA		169,000	$	1.75	May 2027
December 2024 SPA		760,000	$	0.001	None
Total		1,497,500

Employee Stock-Based Compensation

Stock Option issuance to Executives

Equity Incentive Plan

The Company recognizes compensation expense relating to awards ratably over the requisite period, which is generally the vesting period.

	2024			2023			2024			2023
	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2024			2023			2024			2023
Weighted average expected terms (in years)		6.0			5.0			6.0			6.5
Weighted average expected volatility		81.5	%		101.3	%		87.4	%		97.8	%
Weighted average risk-free interest rate		3.6	%		4.1	%		3.8	%		4.6	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%

The grant date fair value for options granted during the six months ended December 31, 2024 and 2023 was approximately $0.11 million and $0.41 million, respectively.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the Company’s stock option activity for the six months ended December 31, 2024 and 2023, excluding the executive Target Options:

SUMMARY OF STOCK OPTION ACTIVITY

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2024		3,643,880		$	3.95		6.5	$	-
Options Granted		196,301			2.50		9.6		-
Options Exercised		(35,600	)		2.50		2.3		-
Options Forfeited / Cancelled		(760,304	)		4.54		7.5		2,886
Outstanding at December 31, 2024		3,044,277		$	3.73		5.9	$	528,944
Exercisable at December 31, 2024		1,751,773		$	3.93		4.6	$	252,829

The above table excludes executive Target Options: 1,980,000 granted, $7.00 exercise price, 8.12 remaining term in years, no intrinsic value. Vesting of these is considered remote.

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2023		6,128,381		$	4.84		7.0	$	1,676,966
Options Granted		259,847			2.57		9.7		-
Options Exercised		(25,000	)		2.00		2.9		5,474
Options Forfeited / Cancelled		(1,662,564	)		4.76		6.5		2,515
Outstanding at December 31, 2023		4,700,664		$	4.77		6.8	$	-
Exercisable at December 31, 2023		2,903,668		$	4.19		5.4	$	-

The intrinsic value of stock options at December 31, 2024 and 2023 was computed using a fair market value of the common stock of $2.47 per share and $1.13 per share, respectively.

The Company’s stock option-based expense for the three months ended December 31, 2024 and 2023 consisted of the following:

SCHEDULE OF STOCK OPTION BASED EXPENSE

	2024			2023		2024		2023
	For the Three Months Ended					For the Six Months Ended
	December 31					December 31
	2024			2023		2024		2023
Stock option-based expense :
Research and development expenses	$	(17,580	)	$	177,728	$	121,610	$	448,857
General and administrative expenses		108,835			75,817		221,843		173,543
Sales and marketing expenses		(27,533	)		134,223		66,535		287,647
Board option expense		12,459			69,174		24,919		143,275
Total	$	76,182		$	456,942	$	434,908	$	1,053,322

There is no expense included for the executive officers’ Target Options.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EARNINGS PER SHARE

6 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 11. EARNINGS PER SHARE

The following table presents the computation of basic and diluted net loss per common share:

	2024		2023			2024			2023
	For the Three Months Ended					For the Six Months Ended
	December 31,					December 31,
Numerator:	2024		2023			2024			2023
Net income (loss)	$	25,872	$	(738,367	)	$	(988,320	)	$	(857,810	)
Denominator:
Weighted-average common shares outstanding for basic net income (loss) per share		18,361,274		16,668,740			18,262,745			15,699,563

Weighted-average common shares outstanding for diluted net income (loss) per share		24,521,976		16,668,740			18,262,745			15,699,563

Basic net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)
Diluted net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)

	2024		2023		2024		2023
	For the Three Months Ended				For the Six Months Ended
	December 31				December 31
	2024		2023		2024		2023
Options		5,262,985		5,387,729		7,330,558		7,518,548
Warrants		897,717		837,500		867,609		837,500
Total		6,160,702		6,225,229		8,198,167		8,356,048

Stock options include 1,980,000 and 2,100,000 executive Target Options at December 31, 2024 and 2023, respectively. Vesting of these is considered remote.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12. COMMITMENTS AND CONTINGENCIES

Lease Costs

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Commitments

SCHEDULE OF UNDISCOUNTED LEASE PAYMENTS

Years Ended June 30,
2025 (6 remaining months)		128,791
2026		183,882
2027		4,776
Total future minimum lease commitments, including short-term leases		317,449
Less: future minimum lease payments of short -term leases		(105,000	)
Less: imputed interest		(10,830	)
Present value of future minimum lease payments, excluding short term leases	$	201,619

Current portion of operating lease liabilities	$	(143,929	)
Non-current portion of operating lease liabilities		(57,690	)
Total operating lease liability	$	(201,619	)

Contingent Consideration for Acquisitions

Contingent consideration for acquisitions consists of the following as of December 31 and June 30, 2024, respectively (see Note 8):

	As of December 31,		As of June 30,
	2024		2024
BLI, current portion	$	2,942,651	$	1,431,761
XRT		-		35,714
Subtotal current portion		2,942,651		1,467,475
BLI, net of current portion		-		1,413,696
Total contingent consideration for acquisitions	$	2,942,651	$	2,881,171

Potential Future Distributions Upon Divestiture or Sale

SUBSEQUENT EVENTS

6 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

Principles of Consolidation

Principles of Consolidation

Use of Accounting Estimates

Use of Accounting Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Customer Concentration and Credit Risk

Customer Concentration and Credit Risk

The Company maintains cash in accounts that, at times, may be in excess of the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses on such accounts.

Goodwill

Goodwill

Fair Value of Financial Instruments

Fair Value of Financial Instruments

● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

● Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

Revenue Recognition

Nature of Revenues

The Company reports its revenues in two categories:

	●	Software Services: VR, AR and Spatial Computing projects, solutions and consulting services.
	●	Software License and Software-as-a-Service (“SaaS”): VR, AR or Spatial Computing software that is sold either as a license or as a SaaS subscription.

The Company applies the following steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

● identify the contract with a customer;

● identify the performance obligations in the contract;

● determine the transaction price;

● allocate the transaction price to performance obligations in the contract;

● recognize revenue as the performance obligation is satisfied;

● determine that collection is reasonably assured.

Significant Judgments

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Disaggregation of Revenue

Revenue for Software Services consulting services and website maintenance is recognized when the Company performs the services, typically on a monthly retainer basis.

Timing of Revenue

The timing of revenue recognition for the three and six months ended December 31, 2024 and 2023 was as follows:

SCHEDULE OF TIMING REVENUE RECOGNITION

	2024		2023		2024		2023
	For the Three Months Ended				For the Six Months Ended
	December 31,				December 31,
	2024		2023		2024		2023
Products and services transferred at a point in time	$	3,080,816	$	1,601,684	$	5,264,646	$	4,077,287
Products and services transferred/recognized over time		88,118		474,741		342,657		1,104,018
Total Revenue	$	3,168,934	$	2,076,425	$	5,607,303	$	5,181,305

Remaining Performance Obligations

For contracts recognized over time, contract liabilities include billings invoiced for software projects for which the contract’s performance obligations are not complete.

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Research and Development Costs

Research and Development Costs

Other Significant Accounting Policies

Other Significant Accounting Policies

Reclassifications

Reclassifications

Certain accounts in the prior period financial statements have been reclassified for comparative purposes to conform with the presentation in the current period financial statements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

THE GLIMPSE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF TIMING REVENUE RECOGNITION

The timing of revenue recognition for the three and six months ended December 31, 2024 and 2023 was as follows:

SCHEDULE OF TIMING REVENUE RECOGNITION

	2024		2023		2024		2023
	For the Three Months Ended				For the Six Months Ended
	December 31,				December 31,
	2024		2023		2024		2023
Products and services transferred at a point in time	$	3,080,816	$	1,601,684	$	5,264,646	$	4,077,287
Products and services transferred/recognized over time		88,118		474,741		342,657		1,104,018
Total Revenue	$	3,168,934	$	2,076,425	$	5,607,303	$	5,181,305

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF COMPOSITION OF GOODWILL

The composition of goodwill at December 31 and June 30, 2024 is as follows:

SCHEDULE OF COMPOSITION OF GOODWILL

	At December 31 and June 30, 2024
	XRT		BLI		Total
Goodwill	$	300,000	$	10,557,600	$	10,857,600

SCHEDULE OF INTANGIBLE ASSETS, AMORTIZATION PERIOD AND ACCUMULATED AMORTIZATION

Intangible assets, their respective amortization period, and accumulated amortization at December 31 and June 30, 2024 are as follows:

	XR Terra			BLI			Glimpse Learning			Total
	At December 31, 2024
	Value ($)												Amortization Period (Years)
	XR Terra			BLI			Glimpse Learning			Total
Intangible Assets
Technology		300,000			880,000			326,435			1,506,435			3
Less: Accumulated Amortization		(300,000	)		(708,878	)		(235,768	)		(1,244,646	)
Intangible Assets, net	$	-		$	171,122		$	90,667		$	261,789

	XR Terra			BLI			Glimpse Learning			Total
	As of June 30, 2024
	Value ($)												Amortization Period (Years)
	XR Terra			BLI			Glimpse Learning			Total
Intangible Assets
Technology		300,000			880,000			326,435			1,506,435			3
Less: Accumulated Amortization		(274,995	)		(562,214	)		(181,359	)		(1,018,568	)
Intangible Assets, net	$	25,005		$	317,786		$	145,076		$	487,867

SCHEDULE OF INTANGIBLE ASSET AMORTIZATION EXPENSE

Estimated intangible asset amortization expense as of December 31, 2024 for the remaining lives are as follows:

Years Ended June 30,
2025 (remaining 6 months)	$	201,570
2026	$	60,219

FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Dec. 31, 2024

Investments, All Other Investments [Abstract]

SCHEDULE OF CASH AND CASH EQUIVALENTS AND INVESTMENTS

The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, and June 30, 2024, the Company’s cash and cash equivalents were as follows:

	As of December 31, 2024
	Cost		Unrealized Gain (Loss)		Fair Value		Cash and Cash Equivalents
Cash	$	208,030	$	-		-	$	208,030
Level 1:
Money market funds		8,237,258		-	$	8,237,258		8,237,258
Total cash and cash equivalents	$	8,445,288	$	-	$	8,237,258	$	8,445,288

	As of June 30, 2024
	Cost		Unrealized Gain (Loss)		Fair Value		Cash and Cash Equivalents
Cash	$	109,659	$	-		-	$	109,659
Level 1:
Money market funds		1,738,636		-	$	1,738,636		1,738,636
Total cash and cash equivalents	$	1,848,295	$	-	$	1,738,636	$	1,848,295

SCHEDULE OF FAIR VALUE OF CONTINGENT CONSIDERATION

As of December 31, 2024, the Company’s contingent consideration liabilities, current and non-current balances were as follows:

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of December 31, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI		1,264,200		-			1,678,451			2,942,651		2,942,651
Contingent consideration, current - XRT		-		(499,288	)		499,288			-		-
Total contingent consideration, current portion	$	1,264,200	$	-		$	1,678,451		$	2,942,651	$	2,942,651

Level 3:
Contingent consideration, non-current - BLI		6,060,700		(1,497,894	)		(4,562,806	)		-		-
Total contingent consideration, net of current portion	$	6,060,700	$	(1,497,894	)	$	(4,562,806	)	$	-	$	-

As of June 30, 2024, the Company’s contingent consideration liabilities current and non-current balances were as follows:

	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
	As of June 30, 2024
	Contingent Consideration at Purchase Date		Consideration Paid			Changes in Fair Value			Fair Value		Contingent Consideration
Level 3:
Contingent consideration, current - BLI	$	1,264,200	$	-		$	167,561		$	1,431,761	$	1,431,761
Contingent consideration, current - XRT		-		(499,288	)		535,002			35,714		35,714
Total contingent consideration, current portion	$	1,264,200	$	(499,288	)	$	702,563		$	1,467,475	$	1,467,475

Level 3:
Contingent consideration, non-current - BLI	$	6,060,700	$	(1,497,894	)	$	(3,149,110	)	$	1,413,696	$	1,413,696
Total contingent consideration, net of current portion	$	6,060,700	$	1,497,894		$	3,149,110		$	1,413,696	$	1,413,696

DEFERRED COSTS/CONTRACT ASSETS AND DEFERRED REVENUE/CONTRACT LIABILITIES (Tables)

6 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

SCHEDULE OF RECONCILIATION OF COST IN EXCESS OF BILLING FOR CONTRACT RECOGNIZED OVER TIME

The following table shows the reconciliation of the costs in excess of billings and billings in excess of costs for contracts recognized over time:

	As of December 31, 2024		As of June 30, 2024

Cost incurred on uncompleted contracts	$	-	$	106,035
Estimated earnings		-		105,689
Earned revenue		-		211,724
Less: billings to date		-		176,000
Billings in excess of costs, net	$	-	$	35,724

Balance Sheet Classification
Contract assets includes, costs and estimated earnings in excess of billings on uncompleted contracts	$	-	$	35,724
Contract liabilities includes, billings in excess of costs and estimated earnings on uncompleted contracts		-		-
Billings in excess of costs, net	$	-	$	35,724

EQUITY (Tables)

6 Months Ended

Dec. 31, 2024

Equity [Abstract]

SCHEDULE OF WARRANTS OUTSTANDING

The remaining outstanding warrants as of December 31, 2024 are (see Note 13):

SCHEDULE OF WARRANTS OUTSTANDING

	Warrants Outstanding		Exercise Price		Expiration Date

July 2021 IPO		87,500	$	7.00	June 2026
November 2021 SPA		481,000	$	1.75	November 2026
November 2021 SPA		169,000	$	1.75	May 2027
December 2024 SPA		760,000	$	0.001	None
Total		1,497,500

SCHEDULE OF STOCK OPTION FAIR VALUE ASSUMPTION

	2024			2023			2024			2023
	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2024			2023			2024			2023
Weighted average expected terms (in years)		6.0			5.0			6.0			6.5
Weighted average expected volatility		81.5	%		101.3	%		87.4	%		97.8	%
Weighted average risk-free interest rate		3.6	%		4.1	%		3.8	%		4.6	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%

SUMMARY OF STOCK OPTION ACTIVITY

The following is a summary of the Company’s stock option activity for the six months ended December 31, 2024 and 2023, excluding the executive Target Options:

SUMMARY OF STOCK OPTION ACTIVITY

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2024		3,643,880		$	3.95		6.5	$	-
Options Granted		196,301			2.50		9.6		-
Options Exercised		(35,600	)		2.50		2.3		-
Options Forfeited / Cancelled		(760,304	)		4.54		7.5		2,886
Outstanding at December 31, 2024		3,044,277		$	3.73		5.9	$	528,944
Exercisable at December 31, 2024		1,751,773		$	3.93		4.6	$	252,829

				Weighted Average
						Remaining
				Exercise		Contractual		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding at July 1, 2023		6,128,381		$	4.84		7.0	$	1,676,966
Options Granted		259,847			2.57		9.7		-
Options Exercised		(25,000	)		2.00		2.9		5,474
Options Forfeited / Cancelled		(1,662,564	)		4.76		6.5		2,515
Outstanding at December 31, 2023		4,700,664		$	4.77		6.8	$	-
Exercisable at December 31, 2023		2,903,668		$	4.19		5.4	$	-

SCHEDULE OF STOCK OPTION BASED EXPENSE

The Company’s stock option-based expense for the three months ended December 31, 2024 and 2023 consisted of the following:

SCHEDULE OF STOCK OPTION BASED EXPENSE

	2024			2023		2024		2023
	For the Three Months Ended					For the Six Months Ended
	December 31					December 31
	2024			2023		2024		2023
Stock option-based expense :
Research and development expenses	$	(17,580	)	$	177,728	$	121,610	$	448,857
General and administrative expenses		108,835			75,817		221,843		173,543
Sales and marketing expenses		(27,533	)		134,223		66,535		287,647
Board option expense		12,459			69,174		24,919		143,275
Total	$	76,182		$	456,942	$	434,908	$	1,053,322

EARNINGS PER SHARE (Tables)

6 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE

The following table presents the computation of basic and diluted net loss per common share:

	2024		2023			2024			2023
	For the Three Months Ended					For the Six Months Ended
	December 31,					December 31,
Numerator:	2024		2023			2024			2023
Net income (loss)	$	25,872	$	(738,367	)	$	(988,320	)	$	(857,810	)
Denominator:
Weighted-average common shares outstanding for basic net income (loss) per share		18,361,274		16,668,740			18,262,745			15,699,563

Weighted-average common shares outstanding for diluted net income (loss) per share		24,521,976		16,668,740			18,262,745			15,699,563

Basic net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)
Diluted net income (loss) per share	$	0.00	$	(0.04	)	$	(0.05	)	$	(0.05	)

SCHEDULE OF ANTI_DILUTIVE POTENTIALLY DILUTIVE SECURITIES

	2024		2023		2024		2023
	For the Three Months Ended				For the Six Months Ended
	December 31				December 31
	2024		2023		2024		2023
Options		5,262,985		5,387,729		7,330,558		7,518,548
Warrants		897,717		837,500		867,609		837,500
Total		6,160,702		6,225,229		8,198,167		8,356,048

COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF UNDISCOUNTED LEASE PAYMENTS

Years Ended June 30,
2025 (6 remaining months)		128,791
2026		183,882
2027		4,776
Total future minimum lease commitments, including short-term leases		317,449
Less: future minimum lease payments of short -term leases		(105,000	)
Less: imputed interest		(10,830	)
Present value of future minimum lease payments, excluding short term leases	$	201,619

Current portion of operating lease liabilities	$	(143,929	)
Non-current portion of operating lease liabilities		(57,690	)
Total operating lease liability	$	(201,619	)

SCHEDULE OF CONTINGENT CONSIDERATION FOR ACQUISITIONS

Contingent consideration for acquisitions consists of the following as of December 31 and June 30, 2024, respectively (see Note 8):

	As of December 31,		As of June 30,
	2024		2024
BLI, current portion	$	2,942,651	$	1,431,761
XRT		-		35,714
Subtotal current portion		2,942,651		1,467,475
BLI, net of current portion		-		1,413,696
Total contingent consideration for acquisitions	$	2,942,651	$	2,881,171

LIQUIDITY AND CAPITAL RESOURCES (Details Narrative) - USD ($) shares in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Feb. 13, 2025	Jun. 30, 2024
Accounts receivable	$ 1,391,879	$ 1,391,879	$ 1,391,879			$ 723,032
Cash payment of contingent consideration						$ 1,413,696
Net cash used in operating activities			$ 253,153	$ 3,358,180
Brightline Interactive LLC [Member]
Net cash used in operating activities		$ 170,000
Brightline Interactive LLC [Member] \| Subsequent Event [Member]
Cash					$ 8,600,000
Accounts receivable					800,000
Contracted revenue to be collected within one year					4,500,000
Cash payment of contingent consideration					$ 3,000,000.0
Securities Purchase Agreement [Member] \| Common Stock [Member] \| Investor [Member]
Number of shares sold	1,990
Securities Purchase Agreement [Member] \| Prefunded Warrants [Member] \| Investor [Member]
Net cash proceeds from issuance of warrants	$ 6,790,000
Securities Purchase Agreement [Member] \| Prefunded Warrants [Member] \| Investor [Member] \| Maximum [Member]
Warrants to purchase of common shares	760	760	760

NASDAQ LISTING NOTIFICATION (Details Narrative)	Dec. 24, 2024 $ / shares
Common Stock [Member]
Common stock price per share	$ 1.00

SCHEDULE OF TIMING REVENUE RECOGNITION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Total Revenue	$ 3,168,934	$ 2,076,425	$ 5,607,303	$ 5,181,305
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	3,080,816	1,601,684	5,264,646	4,077,287
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	$ 88,118	$ 474,741	$ 342,657	$ 1,104,018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Product Information [Line Items]
Revenue remaining performance obligation	$ 4,560	$ 1,060	$ 4,560	$ 1,060
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Product Information [Line Items]
Concentration risk percentage	80.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Product Information [Line Items]
Concentration risk percentage	56.00%	28.00%	44.00%	22.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Two [Member]
Product Information [Line Items]
Concentration risk percentage	14.00%		21.00%	22.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Three [Member]
Product Information [Line Items]
Concentration risk percentage	10.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Two Customers [Member]
Product Information [Line Items]
Concentration risk percentage			65.00%	44.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Product Information [Line Items]
Concentration risk percentage					50.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Product Information [Line Items]
Concentration risk percentage			30.00%		22.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer Two [Member]
Product Information [Line Items]
Concentration risk percentage			25.00%		16.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer Three [Member]
Product Information [Line Items]
Concentration risk percentage			12.00%		12.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Five Customers [Member]
Product Information [Line Items]
Concentration risk percentage			89.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer Four [Member]
Product Information [Line Items]
Concentration risk percentage			11.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer Five [Member]
Product Information [Line Items]
Concentration risk percentage			11.00%

QREAL AND GLIMPSE TURKEY DIVESTITURE (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Eequity stake percentage			10.00%
Noncash divestiture general and administrative expenses	$ 1,400,000		$ 1,400,000
Loan loss reserve	1,500,000		1,500,000
Revenue from the divested business	70,000.00	$ 70,000.00	130,000	$ 160,000
General and administrative expense	845,381	1,045,085	1,782,660	2,141,236
PulpoAR, LLC [Member]
Investment at cost	100		100
Noncash divestiture general and administrative expenses		$ 1,000,000.0		$ 1,000,000.0
Senior Notes [Member]
Stock issued, value			1,560,000
QReal, LLC [Member]
Net cash in the aggregate to operating expenses and fees	1,350,000		1,350,000
General and administrative expense	$ 10,000.00		$ 10,000.00
QReal, LLC [Member] \| Economic Interest [Member]
Equity method investment, ownership percentage	8.00%		8.00%

SCHEDULE OF COMPOSITION OF GOODWILL (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Restructuring Cost and Reserve [Line Items]
Goodwill	$ 10,857,600	$ 10,857,600
XR Terra, LLC. [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill	300,000	300,000
Brightline Interactive, LLC [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill	$ 10,557,600	$ 10,557,600

SCHEDULE OF INTANGIBLE ASSETS, AMORTIZATION PERIOD AND ACCUMULATED AMORTIZATION (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Less: Accumulated Amortization	$ (1,244,646)	$ (1,018,568)
Intangible Assets, net	261,789	487,867
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Technology	$ 1,506,435	$ 1,506,435
Intangible assets amortization period	3 years	3 years
XR Terra, LLC. [Member]
Finite-Lived Intangible Assets [Line Items]
Less: Accumulated Amortization	$ (300,000)	$ (274,995)
Intangible Assets, net		25,005
XR Terra, LLC. [Member] \| Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Technology	300,000	300,000
Brightline Interactive, LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Less: Accumulated Amortization	(708,878)	(562,214)
Intangible Assets, net	171,122	317,786
Brightline Interactive, LLC [Member] \| Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Technology	880,000	880,000
Glimpse Learning [Member]
Finite-Lived Intangible Assets [Line Items]
Less: Accumulated Amortization	(235,768)	(181,359)
Intangible Assets, net	90,667	145,076
Glimpse Learning [Member] \| Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Technology	$ 326,435	$ 326,435

IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 10,857,600		$ 10,857,600		$ 10,857,600
Non cash gaiin on divestiture	1,400,000		1,400,000
Net loss	$ 25,872	$ (738,367)	$ (988,320)	$ (857,810)
PulpoAR, LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Net book value		$ 900,000		$ 900,000
Ownership percentage		10.00%		10.00%
Secured debt		$ 1,000,000.0		$ 1,000,000.0
Non cash gaiin on divestiture		1,000,000.0		1,000,000.0
Revenue		0		70,000.00
Net loss		170,000		430,000
PulpoAR, LLC [Member] \| Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Net book value		520,000		520,000
Goodwill		$ 380,000		$ 380,000

SCHEDULE OF INTANGIBLE ASSET AMORTIZATION EXPENSE (Details)	Dec. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025 (remaining 6 months)	$ 201,570
2026	$ 60,219

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset amortization expense	$ 100,536	$ 291,036	$ 226,077	$ 659,156

SCHEDULE OF CASH AND CASH EQUIVALENTS AND INVESTMENTS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2024	Jun. 30, 2024
Impairment Effects on Earnings Per Share [Line Items]
Cash and Cash Equivalents	$ 8,445,288	$ 1,848,295
Cash [Member]
Impairment Effects on Earnings Per Share [Line Items]
Cost	208,030	109,659
Unrealized Gain (Loss)
Fair Value
Cash and Cash Equivalents	208,030	109,659
Money Market Funds [Member] \| Fair Value, Inputs, Level 1 [Member]
Impairment Effects on Earnings Per Share [Line Items]
Cost	8,237,258	1,738,636
Unrealized Gain (Loss)
Fair Value	8,237,258	1,738,636
Cash and Cash Equivalents	8,237,258	1,738,636
Cash and Cash Equivalents [Member] \| Fair Value, Inputs, Level 1 [Member]
Impairment Effects on Earnings Per Share [Line Items]
Cost	8,445,288	1,848,295
Unrealized Gain (Loss)
Fair Value	8,237,258	1,738,636
Cash and Cash Equivalents	$ 8,445,288	$ 1,848,295

SCHEDULE OF FAIR VALUE OF CONTINGENT CONSIDERATION (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Contingent Consideration Liability Current [Member]
Restructuring Cost and Reserve [Line Items]
Contingent Consideration at Purchase Date	$ 1,264,200	$ 1,264,200
Consideration Paid		(499,288)
Changes in Fair Value	1,678,451	702,563
Fair Value	2,942,651	1,467,475
Contingent Consideration	2,942,651	1,467,475
Contingent Consideration Liability Noncurrent [Member]
Restructuring Cost and Reserve [Line Items]
Contingent Consideration at Purchase Date	6,060,700	6,060,700
Consideration Paid	(1,497,894)	1,497,894
Changes in Fair Value	(4,562,806)	3,149,110
Fair Value		1,413,696
Contingent Consideration		1,413,696
Brightline Interactive, LLC [Member] \| Contingent Consideration Liability Current [Member]
Restructuring Cost and Reserve [Line Items]
Contingent Consideration at Purchase Date	1,264,200	1,264,200
Consideration Paid
Changes in Fair Value	1,678,451	167,561
Fair Value	2,942,651	1,431,761
Contingent Consideration	2,942,651	1,431,761
Brightline Interactive, LLC [Member] \| Contingent Consideration Liability Noncurrent [Member]
Restructuring Cost and Reserve [Line Items]
Contingent Consideration at Purchase Date	6,060,700	6,060,700
Consideration Paid	(1,497,894)	(1,497,894)
Changes in Fair Value	(4,562,806)	(3,149,110)
Fair Value		1,413,696
Contingent Consideration		1,413,696
XR Terra, LLC. [Member] \| Contingent Consideration Liability Current [Member]
Restructuring Cost and Reserve [Line Items]
Contingent Consideration at Purchase Date
Consideration Paid	(499,288)	(499,288)
Changes in Fair Value	499,288	535,002
Fair Value		35,714
Contingent Consideration		$ 35,714

FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2024
Contingent consideration payable in cash			$ 3,000,000.0		$ 3,000,000.0
Cash discounted at risk-free interest rate	$ 3,000,000.0		3,000,000.0		$ 3,000,000.0
Brightline Interactive, LLC [Member]
Fair value of contingent consideration	30,000.00	$ 1,270,000	100,000	$ 4,030,000.00
XR Terra, LLC. [Member]
Fair value of contingent consideration	$ 40,000.00		$ 40,000.00
Measurement Input, Commodity Market Price [Member] \| Brightline Interactive, LLC [Member]
Share price	$ 7.00		$ 7.00
Measurement Input, Commodity Market Price [Member] \| Brightline Interactive, LLC [Member] \| Common Stock [Member] \| Minimum [Member]
Company common stock			$ 0
Measurement Input, Commodity Market Price [Member] \| Brightline Interactive, LLC [Member] \| Common Stock [Member] \| Maximum [Member]
Company common stock			10,000,000.0
Cash reminder	$ 7,500,000		$ 7,500,000

SCHEDULE OF RECONCILIATION OF COST IN EXCESS OF BILLING FOR CONTRACT RECOGNIZED OVER TIME (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Disaggregation of Revenue [Line Items]
Contract assets includes, costs and estimated earnings in excess of billings on uncompleted contracts	$ 222,784	$ 170,781
Contract liabilities includes, billings in excess of costs and estimated earnings on uncompleted contracts	(263,347)	(72,788)
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Cost incurred on uncompleted contracts		106,035
Estimated earnings		105,689
Earned revenue		211,724
Less: billings to date		176,000
Billings in excess of costs, net		35,724
Contract assets includes, costs and estimated earnings in excess of billings on uncompleted contracts		35,724
Contract liabilities includes, billings in excess of costs and estimated earnings on uncompleted contracts
Billings in excess of costs, net		$ 35,724

DEFERRED COSTS/CONTRACT ASSETS AND DEFERRED REVENUE/CONTRACT LIABILITIES (Details Narrative) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Disaggregation of Revenue [Line Items]
Contract assets	$ 222,784	$ 170,781
Contract with customer liabilities	263,347	72,788
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Contract assets	222,784	135,057
Contract with customer liabilities	263,347	72,788
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Contract assets		35,724
Contract with customer liabilities

SCHEDULE OF WARRANTS OUTSTANDING (Details)	6 Months Ended
SCHEDULE OF WARRANTS OUTSTANDING (Details)	Dec. 31, 2024 USD ($) $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	$ 1,497,500
July 2021 IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	$ 87,500
Exercise Price \| $ / shares	$ 7.00
Expiration Date	June 2026
November 2021 SPA One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	$ 481,000
Exercise Price \| $ / shares	$ 1.75
Expiration Date	November 2026
November 2021 SPA Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	$ 169,000
Exercise Price \| $ / shares	$ 1.75
Expiration Date	May 2027
December 2024 SPA [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	$ 760,000
Exercise Price \| $ / shares	$ 0.001
Expiration Date	None

SCHEDULE OF STOCK OPTION FAIR VALUE ASSUMPTION (Details)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Weighted average expected terms (in years)	6 years	5 years	6 years	6 years 6 months
Weighted average expected volatility	81.50%	101.30%	87.40%	97.80%
Weighted average risk-free interest rate	3.60%	4.10%	3.80%	4.60%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%

SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($)	6 Months Ended
SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Options outstanding, beginning balance	3,643,880	6,128,381
Weighted average exercise price, outstanding, beginning balance	$ 3.95	$ 4.84
Weighted average remaining contractual term (Yrs), Outstanding Beginning	6 years 6 months	7 years
Intrinsic value, outstanding Beginning balance		$ 1,676,966
Options, granted	196,301	259,847
Weighted average exercise price, options granted	$ 2.50	$ 2.57
Weighted average remaining contractual term (Yrs), options granted	9 years 7 months 6 days	9 years 8 months 12 days
Intrinsic value, options granted
Options, exercised	(35,600)	(25,000)
Weighted average exercise price, options exercised	$ 2.50	$ 2.00
Weighted average remaining contractual term (Yrs), options exercised	2 years 3 months 18 days	2 years 10 months 24 days
Intrinsic value, options exercised		$ (5,474)
Options, forfeited / cancelled	(760,304)	(1,662,564)
Weighted average exercise price, options forfeited/cancelled	$ 4.54	$ 4.76
Weighted average remaining contractual term (Yrs), options forfeited/cancelled	7 years 6 months	6 years 6 months
Intrinsic value, options forfeited/cancelled	$ 2,886	$ (2,515)
Options outstanding, ending balance	3,044,277	4,700,664
Weighted average exercise price, outstanding, ending balance	$ 3.73	$ 4.77
Weighted average remaining contractual term (Yrs), Outstanding Ending	5 years 10 months 24 days	6 years 9 months 18 days
Intrinsic value, outstanding Ending balance	$ 528,944
Options exercisable, ending balance	1,751,773	2,903,668
Weighted average exercise price, exercisable, Ending balance	$ 3.93	$ 4.19
Weighted average remaining contractual term (Yrs), exercisable, Ending	4 years 7 months 6 days	5 years 4 months 24 days
Intrinsic value, exercisable Ending balance	$ 252,829

SCHEDULE OF STOCK OPTION BASED EXPENSE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Total	$ 76,182	$ 456,942	$ 434,908	$ 1,053,322
Research and Development Expense [Member]
Total	(17,580)	177,728	121,610	448,857
General and Administrative Expense [Member]
Total	108,835	75,817	221,843	173,543
Selling and Marketing Expense [Member]
Total	(27,533)	134,223	66,535	287,647
Board Option Expense [Member]
Total	$ 12,459	$ 69,174	$ 24,919	$ 143,275

EQUITY (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended
EQUITY (Details Narrative) - USD ($)	Dec. 23, 2024	Dec. 19, 2024	Oct. 31, 2023	Feb. 28, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 24, 2024	Nov. 30, 2021	Nov. 29, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted							196,301	259,847
Weighted average exercise price, options granted							$ 2.50	$ 2.57
Options vested				220,000
Options granted, fair value							$ 110,000	$ 410,000
Exercise price					$ 3.73	$ 4.77	$ 3.73	$ 4.77
Remaining term							6 years 6 months	7 years
Options outstanding, beginning balance							3,643,880	6,128,381
Weighted average exercise price, outstanding, beginning balance							$ 3.95	$ 4.84
Intrinsic value, outstanding Beginning balance								$ 1,676,966
Weighted average remaining contractual term (Yrs), options granted							9 years 7 months 6 days	9 years 8 months 12 days
Intrinsic value, options granted
Options, exercised							(35,600)	(25,000)
Weighted average exercise price, options exercised							$ 2.50	$ 2.00
Weighted average remaining contractual term (Yrs), options exercised							2 years 3 months 18 days	2 years 10 months 24 days
Intrinsic value, options exercised								$ 5,474
Options, forfeited / cancelled							(760,304)	(1,662,564)
Weighted average exercise price, options forfeited/cancelled							$ 4.54	$ 4.76
Weighted average remaining contractual term (Yrs), options forfeited/cancelled							7 years 6 months	6 years 6 months
Intrinsic value, options forfeited/cancelled							$ (2,886)	$ 2,515
Options outstanding, ending balance					3,044,277	4,700,664	3,044,277	4,700,664
Weighted average exercise price, outstanding, ending balance					$ 3.73	$ 4.77	$ 3.73	$ 4.77
Weighted average remaining contractual term (Yrs), Outstanding Ending							5 years 10 months 24 days	6 years 9 months 18 days
Intrinsic value, outstanding Ending balance					$ 528,944		$ 528,944
Options exercisable, ending balance					1,751,773	2,903,668	1,751,773	2,903,668
Weighted average exercise price, exercisable, Ending balance					$ 3.93	$ 4.19	$ 3.93	$ 4.19
Weighted average remaining contractual term (Yrs), exercisable, Ending							4 years 7 months 6 days	5 years 4 months 24 days
Intrinsic value, exercisable Ending balance					$ 252,829		$ 252,829
2016 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period shares					12,200,000		12,200,000
Shares available for issuance					6,100,000		6,100,000
Stock options intrinsic value per share							$ 2.47	$ 1.13
Unrecognized compensation expense to employees and vendors					$ 1,390,000		$ 1,390,000
Share-Based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrant exercised							8,000	9,000
Stock options exercised							$ 0	$ 0
Target Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted							1,980,000	2,100,000
Exercise price					$ 7.00	$ 7.00	$ 7.00	$ 7.00
Remaining term							8 years 1 month 13 days	9 years 1 month 6 days
Weighted average exercise price, outstanding, ending balance					$ 7.00	$ 7.00	$ 7.00	$ 7.00
Target Options [Member] \| 2016 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares available for issuance					1,980,000		1,980,000
Unrecognized compensation expense to employees and vendors					$ 8,530,000		$ 8,530,000
Weighted average period							1 year 8 months 12 days
Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock for services, shares							16,000	61,000
Share-based compensation							$ 10,000.00	$ 210,000
Vendors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock for services, shares								29,000
Share-based compensation								$ 70,000.00
Executive Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted				2,200,000
Weighted average exercise price, options granted				$ 7.00
Executive Officer [Member] \| Target Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Options granted								120,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price of warrants									$ 1.00
Number of common stock for services, shares						1,885,715		1,885,715
Options, exercised					(7,789)		(7,789)	(8,819)
Common Stock [Member] \| Sector 5 Digital, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares issued for contingent acquisition obligation							36,000
Common stock value issued for contingent acquisition obligation							$ 130,000
Securities Purchase Agreement [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reprice per share										$ 1.75	$ 14.63
Securities Purchase Agreement [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants tp purchase common stock, shares	760,000		750,000
Share price of warrants	$ 2.649
Prefunded warrants have an exercise price	$ 0.001
Number of warrant exercised							100,000
Investor [Member] \| Securities Purchase Agreement [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, shares	1,990,000		1,885,715
Sale of stock, per share	$ 2.65		$ 1.75
Net proceeds	$ 6,790,000		$ 2,970,000
Sale of stock			$ 3,300,000
Investor [Member] \| Securities Purchase Agreement [Member] \| Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, shares		100,000
Sale of stock, per share		$ 1.75
Sale of stock		$ 180,000

SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 25,872	$ (738,367)	$ (988,320)	$ (857,810)
Weighted-average common shares outstanding for basic net income (loss) per share	18,361,274	16,668,740	18,262,745	15,699,563
Weighted-average common shares outstanding for diluted net income (loss) per share	24,521,976	16,668,740	18,262,745	15,699,563
Basic net income (loss) per share	$ 0.00	$ (0.04)	$ (0.05)	$ (0.05)
Diluted net income (loss) per share	$ 0.00	$ (0.04)	$ (0.05)	$ (0.05)

SCHEDULE OF ANTI_DILUTIVE POTENTIALLY DILUTIVE SECURITIES (Details) - shares	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	6,160,702	6,225,229	8,198,167	8,356,048
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,262,985	5,387,729	7,330,558	7,518,548
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	897,717	837,500	867,609	837,500

EARNINGS PER SHARE (Details Narrative) - shares	3 Months Ended		6 Months Ended
EARNINGS PER SHARE (Details Narrative) - shares	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options	6,160,702	6,225,229	8,198,167	8,356,048
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options	5,262,985	5,387,729	7,330,558	7,518,548
Share-Based Payment Arrangement, Option [Member] \| Target Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options			1,980,000	2,100,000

SCHEDULE OF UNDISCOUNTED LEASE PAYMENTS (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
2025 (6 remaining months)	$ 128,791
2026	183,882
2027	4,776
Total future minimum lease commitments, including short-term leases	317,449
Less: future minimum lease payments of short -term leases	(105,000)
Less: imputed interest	(10,830)
Present value of future minimum lease payments, excluding short term leases	201,619
Current portion of operating lease liabilities	(143,929)	$ (364,688)
Non-current portion of operating lease liabilities	(57,690)	$ (178,824)
Total operating lease liability	$ (201,619)

SCHEDULE OF CONTINGENT CONSIDERATION FOR ACQUISITIONS (Details) - USD ($)	Dec. 31, 2024	Jun. 30, 2024
Asset Acquisition [Line Items]
Subtotal current portion	$ 2,942,651	$ 1,467,475
BLI, net of current portion		1,413,696
Total contingent consideration for acquisitions	2,942,651	2,881,171
Brightline Interactive, LLC [Member]
Asset Acquisition [Line Items]
Subtotal current portion	2,942,651	1,431,761
BLI, net of current portion		1,413,696
XR Terra, LLC. [Member]
Asset Acquisition [Line Items]
Subtotal current portion		$ 35,714

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Payments for rent			$ 110,000	$ 190,000
Weighted average remaining lease term	10 months 20 days		10 months 20 days
Weighted average discount rate	8.10%		8.10%
Operating lease rent expense	$ 90,000.00	$ 120,000	$ 200,000	$ 140,000
Operating lease term description			These existing leases have remaining lease terms ranging from approximately 0 to 2 years. Certain lease agreements contain options to renew, with renewal terms that generally extend the lease terms by 1 to 3 years for each option.
Measurement Input, Commodity Market Price [Member] \| Sector 5 Digital, LLC [Member]
Loss Contingencies [Line Items]
Share price	$ 7.00		$ 7.00
Measurement Input, Commodity Market Price [Member] \| Sector 5 Digital, LLC [Member] \| Common Stock [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Company common stock			$ 0
Measurement Input, Commodity Market Price [Member] \| Sector 5 Digital, LLC [Member] \| Common Stock [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Company common stock			$ 10,000,000.0

SUBSEQUENT EVENTS (Details Narrative) - Securities Purchase Agreement [Member] - Warrant [Member] - Subsequent Event [Member]	Jan. 31, 2025 USD ($) $ / shares shares
Subsequent Event [Line Items]
Sale of stock, shares \| shares	760,000
Sale of stock \| $	$ 760
Sale of stock, per share \| $ / shares	$ 0.001

Grafico Azioni Glimpse (NASDAQ:VRAR)
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Da Gen 2025 a Feb 2025

Grafico Azioni Glimpse (NASDAQ:VRAR)
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Da Feb 2024 a Feb 2025

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