SEC Company Response from Brightline Interactive, (BTLN) — Apr 7, 2022
Brightline Interactive, Inc./NV
Date: April 7, 2022 · CIK: 0001854445 · Accession: 0001493152-22-009385
AI Filing Summary & Sentiment
File numbers found in text: 001-40556
Referenced dates: March 24, 2022, March 29, 2022
Letter
Securities and Exchange Commission Division of Corporate Finance Filed September 28, 2021 Form 10-Q for the Quarter Ended December 31, 2021 Filed February 14, 2022 File No. 001-40556
Re: Glimpse Group, Inc.
Dear Kathryn Jacobson and Robert Littlepage:
Please find below a further response to the comment raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter of comments dated March 24, 2022, relating to the Form 10-K filed September 28, 2021 and the Form 10-Q filed February 14, 2022, by Glimpse Group, Inc. (the “Company” or “Glimpse Group”).
The Company’s response to the Staff’s comment is below. For your convenience, the Staff’s comment contained in the comment letter has been restated.
Form 10-Q for the Quarter Ended December 31, 2021
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.
Response:
As a clarification to the Company’s initial response to Item 4 in the letter dated March 29, 2022, commencing with the expected May 16, 2022 filing of our Q3 FY ‘22 financials and going forward, we will remove the adjustment for public company expenses in our reconciliation of net loss to Adjusted EBITDA (loss). We may address public company expenses in the MD&A/Operating Expenses section of our financial reports (and exclude from Non-GAAP Financial Measures)
Should you have any questions regarding the foregoing, please do not hesitate to contact our counsel, Darrin M. Ocasio of Sichenzia Ross Ference LLP, at (212) 930-9700.
Sincerely,
/s/ Maydan Rothblum
Show Raw Text
CORRESP
1
filename1.htm
April
7, 2022
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, NE
Washington,
DC 20549
Attn:
Kathryn Jacobson and Robert Littlepage
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
Kathryn Jacobson and Robert Littlepage:
Please
find below a further response to the comment raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated March 24, 2022, relating to the Form 10-K filed September 28, 2021 and
the Form 10-Q filed February 14, 2022, by Glimpse Group, Inc. (the “Company” or “Glimpse Group”).
The
Company’s response to the Staff’s comment is below. For your convenience, the Staff’s comment contained in the comment
letter has been restated.
Form
10-Q for the Quarter Ended December 31, 2021
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.
Response:
As
a clarification to the Company’s initial response to Item 4 in the letter dated March 29, 2022, commencing with the expected May
16, 2022 filing of our Q3 FY ‘22 financials and going forward, we will
remove the adjustment for public company expenses in our reconciliation of net loss to Adjusted EBITDA (loss). We may address public
company expenses in the MD&A/Operating Expenses section of our financial reports (and exclude from Non-GAAP Financial Measures)
Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel, Darrin M. Ocasio of Sichenzia Ross Ference
LLP, at (212) 930-9700.
Sincerely,
/s/ Maydan Rothblum
Maydan
Rothblum
Chief
Financial Officer