United States securities and exchange commission logo
March 24, 2022
Maydan Rothblum
Chief Financial Officer
Glimpse Group, Inc.
15 West 38 th St., 9 th Fl
New York , NY 10018
Re: Glimpse Group, Inc.
Form 10-K for the
Year ended June 30, 2021
Filed September 28,
2021
Form 10-Q for the
Quarter Ended December 31, 2021
Filed February 14,
2022
File No. 001-40556
Dear Mr. Rothblum:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-Q for the Quarter Ended December 31, 2021
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page 12
1. Tell us how you
considered ASC 606-10-55-56(b) in assessing whether your revenue
arrangement includes a
software license and SaaS, and whether they are distinct from each
other or could be
accounted for as a combined item based on their functionality and the
degree to which they
affect each other. Refer to ASC 606-10-55-56(b).
2. Additionally, tell us
whether the nature of the SaaS arrangement is a) a promise to provide
access to the SaaS or
b) a promise to provide a specified amount of services and in either
case, why revenue
recognition at a point in time (absent contractually stated ongoing
service obligations)
would be appropriate. Refer to your basis in the accounting
Maydan Rothblum
Glimpse Group, Inc.
March 24, 2022
Page 2
literature.
Note 11 - Subsequent Events, page 21
3. We note that you entered into a Membership Interest Sale Agreement
(the S5D
Agreement ) to purchase all of the membership interests of Sector 5
Digital, LLC ( S5D )
in December 2021 and closed the transaction in February 2022. Based on
your
assessment of the significance of this acquisition, tell us how you
considered
amending the Form 8-K filed December 2, 2021 to provide S5D's audited
financial
statements and pro forma financial information pursuant to Rule 8-04
and Article 11 of
Regulation S-X.
Item 2. Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Non-GAAP Financial Measures, page 27
4. We note your adjustment for public company expenses in the
reconciliation of net loss to
Adjusted EBITDA (loss) for the three and six months ended December 31,
2021 and
2020. Please clarify whether this adjustment covers transaction
expenses related to your
initial public offering. If not, to the extent that public company
expenses
reflect "additional headcount to build infrastructure and support the
operations of a public
company (i.e., public company directors & officers liability
insurance, investor relation
and public listing fees, additional legal and accounting fees, and
additional independent
board members)" as described under the General and Administrative
section, please
remove the related adjustment. An adjustment for these expenses, which
relate to normal
recurring transactions of a public company, results in a tailored
recognition and
measurement method for a financial statement line item (general and
administrative
expenses). Refer to Q&A 100.04 of the C&DI on Non-GAAP Financial
Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
FirstName LastNameMaydan Rothblum Sincerely,
Comapany NameGlimpse Group, Inc.
Division of
Corporation Finance
March 24, 2022 Page 2 Office of
Technology
FirstName LastName