SecProbe.io

CORRESP
 1
 filename1.htm

 November
24, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 The
 Glimpse Group, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-291727

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, The Glimpse Group, Inc. hereby requests that the effectiveness of the above-referenced
registration statement on Form S-3 be accelerated to, and that the Registration Statement become effective at, 5:00 p.m., Eastern Time
on November 26, 2025, or as soon thereafter as practicable.

 Please
confirm once the Registration Statement has been declared effective by calling Kelvin Kesse of Kesse PLLC at (346) 348-0239. Please also
contact him should you have any questions.

 Yours
 truly,

 The
 Glimpse Group, Inc.

 /s/
 Lyron Bentovim

 Lyron
 Bentovim
 President and Chief Executive Officer

 cc:
 Kelvin
 Kesse, Esq.

 Kesse
 PLLC

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The
Glimpse Group, Inc.

15
West 38 St., 9th Floor

New
York, NY 10018

(917)
292-2685

November
29, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Ms. Charli Gibbs-Tabler

    Re:
    The
    Glimpse Group, Inc.

    Registration Statement on Form S-3

    Filed October 27, 2022 and amended November 10, 2022

    File No. 333-268027

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, The Glimpse Group, Inc. (the “Company”) hereby respectfully
requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 4:30 PM Eastern Time, November 30, 2022, or as soon as practicable thereafter.

    Very
    truly yours,

    The
    Glimpse Group, Inc.

    By:
    /s/
    Lyron Bentovim

    Lyron Bentovim

    Chief Executive Officer

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November
10, 2022

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Charli Gibbs-Tabler

    Re :
    The Glimpse Group, Inc.

    Registration Statement
    on Form S-3

    Submitted on October
    27, 2022

    CIK No. 0001854445

Dear
Ms. Gibbs-Tabler:

On
behalf of The Glimpse Group, Inc. (the “Company”), please find below responses to certain questions raised by the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) in response to the Staff’s oral comments
relating to the Company’s Draft Registration Statement submitted on Form S-3 filed October 27, 2022 (the “Registration Statement”).

For
your convenience, each of the Staff’s comments have been restated and are followed by the Company’s responses.

    1.
    Please provide an analysis on the Company’s eligibility
    to use Form S-3

    Response: The Company is eligible to use Form
    S-3 pursuant to General Instruction I.B.6 because (a) the Company has not offered and sold any securities pursuant to General Instruction
    I.B.6; (b) the Company is not a shell company (as defined in §230.405 of this chapter) and has not been a shell company for
    at least 12 calendar months previously; and (c) the Company has its Common Stock listed and registered on The Nasdaq Capital Market.

    2.
    Please amend the Registration Statement to include
    the disclosures required by Instruction 7 pursuant to General Instruction I.B.6.

    Response: The Company has revised the Registration
    Statement to set forth on the outside front cover of the prospectus the calculation of the aggregate market value of the Company’s
    outstanding voting and nonvoting common stock and to disclose that during the prior 12 calendar month period that ends on, and includes,
    the date of the prospectus, the Company has not offered and sold any securities pursuant to General Instruction I.B.6.

    3.
    Please amend the Registration Statement to include
    a disclosure and acknowledgement that the Company can only sell one-third of the aggregate market value of the voting and non-voting
    common equity held by non-affiliates of the Company pursuant to General Instruction I.B.6.

    Response: The Company has revised the Registration
    Statement to include the following disclosure:

    “Pursuant to General Instruction I.B.6 of Form
    S-3, in no event will we sell securities registered on the registration statement of which this prospectus is a part with a value
    of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as
    the aggregate market value of our common stock held by non-affiliates is less than $75,000,000.”

    4.
    Please amend Item 12. Incorporation of Certain Information
    by Reference of the Registration Statement to include the Company’s proxy statement on Schedule 14A filed with the Commission
    on October 31, 2022.

    Response: The Company has revised Item 12. Incorporation
    of Certain Information of the Registration Statement to include the Company’s proxy statement on Schedule 14A filed with the
    Commission on October 31, 2022.

Should
you have any further questions, please do not hesitate to contact Jay Yamamoto via email at jyamamoto@srf.law or by phone at 646-810-0604.

    Sincerely,

    /s/
    Jay Yamamoto, Esq.

United States securities and exchange commission logo
April 8, 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
File No. 001-40556
Dear Mr. Rothblum:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology

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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

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March
29, 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 responses to the comments raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its letter dated March 24, 2022, relating to the Form 10-K filed September 28, 2021 and the Form 10-Q filed February 14, 2022, by
The Glimpse Group, Inc. (the “Company” or “Glimpse Group”).

The
Company’s responses to the Staff’s comments are below. For your convenience, the Staff’s comments contained in the
comment letter have been restated.

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).

Response:

Our
software license agreements and SaaS components are similar in their underlying functionality - the main difference between the two is
that the software license is installed on the customer’s IT infrastructure while the SaaS is hosted by Glimpse on its IT infrastructure
for a defined period of time. However, of the total “Software license/Software as a service” revenue for the six months
ended 12/31/21, revenue generated specifically from SaaS contracts accounted for less than 1% and are not material currently.

    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 literature.

Response:

The
nature of the SaaS contracts is a promise to provide access to our SaaS solutions on a hosted basis. In general, our SaaS revenue and
hosting contracts are considered one distinct performance obligation and therefore revenue is not bifurcated between each component.
In accordance with GAAP, we recognize SaaS revenue over the life of the contract. To date, our SaaS revenues have been di minimis.

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.

Response:

On
December 2, 2021, Glimpse Group entered into a Definitive Agreement to purchase S5D. However, the Definitive Agreement required various
conditions to be satisfied prior to closing the acquisition. The S5D acquisition closed on February 1, 2022. As a result of the acquisition
and our assessment of its significance, we engaged our auditor to conduct a two-year audit of S5D’s financials and expect to file
those financials, along with pro forma combined financials, as exhibits to an 8-K amendment. We anticipate filing such 8-K amendment
on or around April 15, 2022, which is within 75 days of the February 1, 2022 closing.

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:

The
adjustment for public company expenses for the six months ended December 31, 2021 does not include transactional costs related to our
IPO on July 1, 2021. The transactional IPO costs were treated as syndication costs and reduced our proceeds from the public offering.

The
adjustment for public company expenses for the six months ended December 30, 2020 does not include transaction expenses related to our
IPO on July 1, 2021, as we did not commence the IPO process at that time.

This
number specified in adjustment for public company expense is accounted for fully and correctly in our GAAP financial statements. In the
future, we will record this number pursuant to the referenced C&DI guidance, including in our upcoming Form 10-Q filing for the nine
months ending March 31, 2022, which is to be filed by May 16, 2022.

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,

    Maydan
    Rothblum

    Chief
    Financial Officer & Chief Operating Officer

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

 FirstName LastNameMaydan  Rothblum
 Comapany NameGlimpse Group, Inc.
 March 24, 2022 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Technology

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November
30, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street NE

Washington,
D.C. 20549

    Re:
    The
    Glimpse Group, Inc.

    Registration
                                            Statement on Form S-1

    File
    No. 333-261380

    Filed
    November 26, 2021

Ladies
and Gentlemen:

This
letter is intended to replace the letter that was submitted on November 29, 2021. Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), The Glimpse Group, Inc. (the “Registrant”) hereby requests
that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Thursday,
December 2, 2021, at 10:15 a.m. Eastern Time, or as soon thereafter as practicable. Once the Registration Statement has been declared
effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP., by calling Darrin Ocasio at 212-930-9700.

    Very
    truly yours,

    /s/
    Lyron Bentovim

    Lyron
    Bentovim

    Chief
    Executive Officer

CORRESP
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November
29, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street NE

Washington,
D.C. 20549

    Re:
    The
    Glimpse Group, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-261380

    Filed
    November 26, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), The Glimpse Group,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Tuesday, November 30, 2021, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration
Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP., by calling Darrin
Ocasio at 212-930-9700.

    Very truly yours,

    /s/ Lyron
    Bentovim

    Lyron Bentovim

    Chief Executive Officer

United States securities and exchange commission logo
November 23, 2021
Lyron Bentovim
Chief Executive Officer
Glimpse Group, Inc.
15 West 38th St, 9th Floor
New York, NY 10018
Re:Glimpse Group, Inc.
Draft Registration Statement on Form S-1
Submitted November 19, 2021
CIK No. 0001854445
Dear Mr. Bentovim:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791, or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Darrin M Ocasio, Esq.

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June
29, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street NE

Washington,
D.C. 20549

Attention:
Folake Ayoola

    Re:
    The
    Glimpse Group, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-255049

    Initially
    Filed April 6, 2021

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), The Glimpse Group,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Wednesday, June 30, 2021, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration
Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP., by calling Darrin
Ocasio at 212-930-9700.

    Very
    truly yours,

    /s/
    Lyron Bentovim

    Lyron
    Bentovim

    Chief
    Executive Officer

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June
29, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Folake Ayoola

  Re:
  The Glimpse Group, Inc.

  Registration Statement on Form S-1, as amended

  Initially Filed April 6, 2021

  File No. 333-255049

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins The Glimpse Group, Inc. (the “Company”) in requesting that
the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File No.
333-255049) (the “Registration Statement”), to become effective on Wednesday, June 30, 2021, at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Sichenzia Ross Ference LLP, request
by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that
copies of the Company’s Preliminary Prospectus, dated June 23, 2021, were furnished to three prospective underwriters and distributed
by the underwriter approximately as follows through the date hereof: 400+ copies to prospective underwriters, institutional investors,
dealers and others.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:

    Sam
    Fleischman

    Title:

    Supervisory
    Principal

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June
23, 2021

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Technology

Re:
Glimpse Group, Inc.

Amendment
No. 3 to Registration Statement on Form S-1

Filed
June 14, 2021

Amendment
No. 4 to Registration Statement on Form S-1

Filed
June 21, 2021

File
No. 333-255049

Ladies
and Gentlemen:

On
behalf of Glimpse Group, Inc., a Nevada corporation (the “Company” or “Glimpse”), we hereby respond to your comment
letter dated June 22, 2021 and filing in electronic format through EDGAR with the U.S. Securities and Exchange Commission (the “SEC”),
pursuant to the Securities Act of 1933, as amended, Amendment No. 5 (the “Amendment”) to the above-referenced Registration
Statement on Form S-1.

To
facilitate the staff’s review, the comments are reproduced before each of the Company’s responses thereto. All page numbers
referred to in the responses to the staff’s comments correspond to the page numbers of the Amendment.

Comments
and Responses

Amendment
No. 3 to Registration Statement on Form S-1 filed June 14, 2021

General

    1.
    We
    refer to Section 10 of your by-laws filed as Exhibit 3.2, which identifies “a state or federal court located within the state
    of Nevada” as the exclusive forum for certain litigation, including any “derivative action.” Please revise the
    by-laws and your disclosure in the prospectus to clarify whether this provision applies to actions arising under the Securities Act
    or Exchange Act. If the provision applies to either, please also state that there is uncertainty as to whether a court would enforce
    such provision. If the provision applies to Securities Act claims, please state that investors cannot waive compliance with the federal
    securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent
    jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or
    the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act,
    please also ensure that the exclusive forum provision in the governing documents states this clearly.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

(212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Response:
The Company has revised and refiled its Bylaws to clarify that actions arising under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, shall not be governed by such provision. The Company has added the requested disclosure to the Description
of Securities section of the amendment to the S-1.

Amendment
No. 4 to Registration Statement on Form S-1 filed June 21, 2021

Results
of Operations for the Nine Months Ended March 31, 2021 Compared to March 31, 2019, page 37

    2.
    We
    note your revisions in response to prior comment 1. Please revise to discuss how your increasing economic dependence on one or two
    customers for revenues, as disclosed on page 51, affected revenues and the growth in “average size of contracts,” a representation
    that suggested a more broad-based expansion.

Response:
The Company’s revenues, across its revenue lines, have been growing. This is reflected in the increase in average size of contracts
across the board, representing a broad-based expansion. That being said, the larger customer average contract size has been out-pacing
that of the Company’s smaller customers, as is quantitatively demonstrated in our addition to Page 37 of the amended S-1.

General

    3.
    Please
    file a revised legal opinion that is not qualified as to jurisdiction. While counsel may write a legality opinion under Nevada law,
    it should not indicate in the opinion that is admitted to practice only in New York. For guidance, please refer to Section II.B.3.b
    of Staff Legal Bulletin No. 19.

Response:
The Company has refiled as Exhibit 5.01, the amended opinion addressing the Staff’s comment.

Kindly
address any comments or questions that you may have concerning this letter or the enclosed materials to me (tel.: (212) 930-9700).

    Very
    truly yours,

    /s/
    Darrin M. Ocasio

    Darrin
    M. Ocasio

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

(212)
930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
June 22, 2021
Lyron Bentovim
President & Chief Executive Officer
Glimpse Group, Inc.
15 West 38th St, 9th Fl
New York, NY 10018
Re:Glimpse Group, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 14, 2021
Amendment No. 4 to Registration Statement on Form S-1
Filed June 21, 2021
File No. 333-255049
Dear Mr. Bentovim:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 26, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed June 14, 2021
General
1.We refer to Section 10 of your by-laws filed as Exhibit 3.2, which identifies "a state or
federal court located within the state of Nevada" as the exclusive forum for certain
litigation, including any “derivative action.” Please revise the by-laws and your disclosure
in the prospectus to clarify whether this provision applies to actions arising under the
Securities Act or Exchange Act. If the provision applies to either, please also state that
there is uncertainty as to whether a court would enforce such provision. If the provision
applies to Securities Act claims, please state that investors cannot waive compliance with

 FirstName LastNameLyron Bentovim
 Comapany NameGlimpse Group, Inc.
 June 22, 2021 Page 2
 FirstName LastName
Lyron Bentovim
Glimpse Group, Inc.
June 22, 2021
Page 2
the federal securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly.
Amendment No. 4 to Registration Statement on Form S-1 filed June 21, 2021
Results of Operations for the Nine Months Ended March 31, 2021 Compared to March 31, 2019,
page 37
2.We note your revisions in response to prior comment 1. Please revise to discuss how your
increasing economic dependence on one or two customers for revenues, as disclosed on
page 51, affected revenues and the growth in "average size of contracts," a
representation that suggested a more broad-based expansion.
General
3.Please file a revised legal opinion that is not qualified as to jurisdiction. While counsel
may write a legality opinion under Nevada law, it should not indicate in the opinion that is
admitted to practice only in New York. For guidance, please refer to Section II.B.3.b of
Staff Legal Bulletin No. 19.
            You may contact Joseph Cascarano, Senior Staff Accountant, at 202-551-3376 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Folake Ayoola, Senior
Counsel, at 202-551-3673 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Darrin M. Ocasio, Esq.

CORRESP
1
filename1.htm

June
7, 2021

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Technology

Re:
Glimpse Group, Inc.

Amendment
No. 1 to Registration Statement on Form S-1 Filed May 14, 2021

File
No. 333-255049

Ladies
and Gentlemen:

On
behalf of Glimpse Group, Inc., a Nevada corporation (the “Company” or “Glimpse”), we hereby respond to your comment
letter dated May 26, 2021 and direct you to the Company’s filing in electronic format through EDGAR with the U.S. Securities and
Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended, Amendment No. 2 (“Amendment No.
2”) to the above-referenced Registration Statement on Form S-1.

To
facilitate the staff’s review, the comments are reproduced before each of the Company’s responses thereto. All page numbers
referred to in the responses to the staff’s comments correspond to the page numbers of the Amendment.

Comments
and Responses

Amendment
No. 1 to Registration Statement on Form S-1 filed May 14, 2021 Management’s Discussion and Analysis of Financial Conditions and
Results of Operations Results of Operations for the Six Months Ended December 31, 2020 Compared to December 31, 2019, page 37

    1.
    We
    note your response and revisions to prior comment 8. In regard to revenues, for all periods presented, please separately quantify
    and discuss the amount of revenues generated from VR/AR projects, solutions and consulting retainers and clarify what you mean by
    “an increase in the average size of contracts.”

Response:
Such disclosures have been included in Amendment No. 2.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Business

Economic
Dependence, page 51

    2.
    We
    note your revised disclosure in response to our prior comment 12 that you do not view customer concentration as a material issue
    due to the consistent oscillation in customer concentration from period-to-period. To provide context, please disclose whether any
    of the top five customers in fiscal year 2019 were also top five customers in fiscal years 2020 or 2021.

Response:
Such disclosures have been included in and for the applicable periods set forth in Amendment No. 2.

Financial
Information, page F-1

    3.
    Please
    revise your filing to include updated interim financial statements as required by Article 8.08 of Regulation S-X for the interim
    period ended March 31, 2021 in your next amendment.

Response:
Such financials have been included in Amendment No. 2.

Kindly
address any comments or questions that you may have concerning this letter or the enclosed materials to me (tel.: (212) 930-9700).

    Very
    truly yours,

    /s/
    Darrin M. Ocasio

    Darrin
    M. Ocasio

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
May 26, 2021
Lyron Bentovim
President & Chief Executive Officer
Glimpse Group, Inc.
15 West 38th St, 9th Fl
New York, NY 10018
Re:Glimpse Group, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 14, 2021
File No. 333-255049
Dear Mr. Bentovim:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 3, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 14, 2021
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Results of Operations for the Six Months Ended December 31, 2020 Compared to December 31,
2019, page 37
1.We note your response and revisions to prior comment 8.  In regard to revenues, for all
periods presented, please separately quantify and discuss the amount of revenues
generated from VR/AR projects, solutions and consulting retainers and clarify what you
mean by "an increase in the average size of contracts."

 FirstName LastNameLyron Bentovim
 Comapany NameGlimpse Group, Inc.
 May 26, 2021 Page 2
 FirstName LastName
Lyron Bentovim
Glimpse Group, Inc.
May 26, 2021
Page 2
Business
Economic Dependence, page 51
2.We note your revised disclosure in response to our prior comment 12 that you do not view
customer concentration as a material issue due to the consistent oscillation in customer
concentration from period-to-period. To provide context, please disclose whether any of
the top five customers in fiscal year 2019 were also top five customers in fiscal years 2020
or 2021
Financial Information, page F-1
3.Please revise your filing to include updated interim financial statements as required by
Article 8.08 of Regulation S-X for the interim period ended March 31, 2021 in your next
amendment.
            You may contact Joseph Cascarano, Senior Staff Accountant, at 202-551-3376 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Folake Ayoola, Senior
Counsel, at 202-551-3308 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Darrin M. Ocasio, Esq.

CORRESP
1
filename1.htm

May
14, 2021

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 3628

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Technology

Re:
Glimpse Group, Inc.

Registration
Statement on Form S-1

Filed
April 6, 2021

File
No. 333-255049

Ladies
and Gentlemen:

On
behalf of Glimpse Group, Inc., a Nevada corporation (the “Company” or “Glimpse”), we hereby respond to
your comment letter dated May 3, 2021 and are filing in electronic format through EDGAR with the U.S. Securities and Exchange
Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended, Amendment No. 1 (the “Amendment”)
to the above-referenced Registration Statement on Form S-1.

To
facilitate the staff’s review, the comments are reproduced before each of the Company’s responses thereto. All page
numbers referred to in the responses to the staff’s comments correspond to the page numbers of the Amendment.

Comments
and Responses

Registration
Statement on Form S-1 filed April 6, 2021

Use
of Market and Industry Data, page iii

    1.
    You
    state that the prospectus includes market and industry data that has been obtained from third party sources. Please tell us
    whether you commissioned any third party research for use in connection with this offering. If so, please tell us what consideration
    you gave to filing the third party’s consent as an exhibit to the registration statement as required by Section 7 of
    the Securities Act and Securities Act Rule 436.

    Response:

    No
    third parties were commissioned. The Amendment reflects that all market and industry data was derived from non-commissioned
    publicly available information.

    Prospectus
    Summary, page 1

    2.
    We
    note that your VR and AR platform is comprised of a diversified group of wholly-owned and operating VR and AR companies. Please
    clarify whether The Glimpse Group is a holding company and consider including an organizational chart that summarizes the
    company’s wholly owned subsidiaries, including the acquisition date of each subsidiary.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Response:

The
Company is an actively managed platform company, as a significant portion of the Company’s core operations, and its subsidiary
company operations, are conducted at the Glimpse parent company level. The parent company provides a centralized executive management
team that is actively engaged with the management, coordination and operational/technical direction of the eight active subsidiaries.
While each subsidiary targets different industry segments, the platform that Glimpse provides is the infrastructure (e.g. all
personnel become employed by the parent company, often moving employees from one subsidiary to another as needed) that removes
certain stresses on the management of each subsidiary. The platform creates an ownership structure that incentivizes collaboration,
which is fostered by the centralized executive management’s leadership, and shared operational, technical and financial
resources.

While
the subsidiaries initially supplied the pool of talent and intellectual property, the parent’s management directs, promotes
and recommends value-add-collaboration by pooling the technical know-how and facilitating symbiotic business expansion strategies.
Please also see the Company’s response to the comment #19 below for a corresponding accounting analysis.

    Name of Subsidiary
    Date Acquired or Created
    Ownership Percentage
    Incorporation State

    Adept Reality, LLC (dba Adept Reality Learning)
    11/2016
      100 %
    Nevada

    Kabaq 3D Technologies, LLC (dba QReal)
    11/2016
      100 %
    Nevada

    KreateAR, LLC (dba PostReality)
    11/2016
      100 %
    Nevada

    Foretell Studios, LLC (dba Foretell Reality)
    11/2016
      100 %
    Nevada

    In-It, VR LLC (dba Mezmos, in-active)
    2/2017
      100 %
    Nevada

    D6 VR, LLC
    6/2017
      100 %
    Nevada

    Immersive Health Group, LLC
    10/2017
      100 %
    Nevada

    Number 9, LLC (dba Pagoni VR)
    12/2017
      100 %
    Nevada

    Early Adopter, LLC
    4/2018
      100 %
    Nevada

    MotionZone, LLC (in-active)
    5/2018
      100 %
    Nevada

A
graphical representation of the above information was included in the Amendment.

    3.
    We
    note that, as of December 31, 2020, 7,114,533 shares of the company’s common stock were issued and outstanding and over
    72% of these common stock are currently held by your directors, officers and affiliated entities. Please include a post-offering
    chart that reflects the anticipated percentage ownership of public shareholders, pre-existing shareholders, and affiliates
    following completion of the offering. Additionally, please clarify whether the company will be a “controlled company”
    under the definition of the applicable listing exchange after the offering and provide applicable disclosure to the extent
    appropriate.

    Response:

    The Company will not be deemed a “controlled company” under Nasdaq rules. First, all directors, officers and affiliates are unaffiliated between each other, have no agreements between each other and have not and do not intend to act as a group. Nevertheless, on a pro forma basis, post IPO, based on reasonable IPO scenarios (samples of which are set forth below), these individuals are expected to own an aggregate of less than 50% of the voting power.

    IPO
    Scenario A:

    Assuming
a $10,500,000 IPO raise at $7.00/share + the exercise of the full 15% over allotment, the Company’s Proforma Common Stock
Cap Table will be:

    Total Shares
    % of Common Post IPO

    Common Stock

    Executives and Founders
      4,311,848
      45.0 %

    Board of Directors
      174,937
      1.8 %

    Pre-IPO
    Non Insider
      3,048,728
      31.8 %

    Pre IPO Total
      7,535,513

    Conversion of Convertible Note 1
      29,150
      0.3 %

    Conversion of Convertible Note 2
      295,000
      3.1 %

    IPO Investors ($12,075,000, $7.00/share)
      1,725,000
      18.0 %

      9,584,663
      100.0 %

IPO
Scenario B:

Assuming
a $10,500,000 IPO raise at $6.50/share + 0% over allotment, the Company’s Proforma Common Stock Cap Table will be:

    Total Shares
    % of Common Post IPO

    Common Stock

    Executives and Founders
      4,311,848
      45.5 %

    Board of Directors
      174,937
      1.8 %

    Pre-IPO
    Non Insider
      3,048,728
      32.2 %

    Pre IPO Total
      7,535,513

    Conversion of Convertible Note 1
      29,150
      0.3 %

    Conversion of Convertible Note 2
      295,000
      3.1 %

    IPO Investors ($10,500,000, $6.50/share)
      1,615,385
      17.0 %

      9,475,048
      100.0 %

Finally,
the Amendment includes a chart that will reflect the anticipated percentage ownership of public shareholders, pre-existing shareholders,
and affiliates following completion of the offering.

Selected
Risks Associated With Our Business, page 6

    4.
    Please
    disclose, here and in the risk factors section, that you have incurred net losses since inception and quantify your net losses
    for the reporting periods. Also consider discussing the material risks related to your prior assessment about the company’s
    ability to continue as a going concern. In this regard, we note your disclosure that “the combination of operating losses
    since inception, cash expected to be used in operating activities in the future, uncertain conditions relating to additional
    capital raises and continued revenue growth created an uncertainty about the Company’s ability to continue as a going
    concern.”

    Response:

    The
Amendment includes a risk factor responsive to this comment.

Impact
of COVID-19, page 34

    5.
    We
    note your disclosure that your “business and operations have been adversely affected by the COVID-19 pandemic, as have
    the markets in which [your] customer operate.” Please provide qualitative and quantitative discussion on the assessment
    of the impact of the pandemic on your results of operations and financial condition for the periods presented. Consider the
    staff’s guidance, CF Disclosure Guidance Staff: Topic No. 9A published June 23, 2020.

Response:

The
Amendment includes a risk factor responsive to this comment.

Management’s
Discussion and Analysis of Financial Conditions and Results of Operations, page 34

    6.
    You
    disclose on page 15 that the size of your community of customers on your platforms is critical to your success, and your ability
    to achieve profitability in the future will depend, in large part, on your ability to add new customers, while retaining and
    even expanding offerings to existing customers. Please tell us whether you monitor your retention rate, the number of new
    customers, the number of existing customers, and payment volume, including whether you track payment volume from new clients
    and existing clients separately. To the extent material, please provide a qualitative and quantitative discussion of the changes
    to these metric and their impact on your revenues, and tell us your consideration for quantifying the increase in revenues
    attributable to new and existing customers for each period presented.

    Response:

    For
    the reason stated below, the Company does not believe enhanced disclosure is necessary because retention and similar
    metrics are not currently material indications for the Company’s business strategy.

    The Company has experienced revenue growth and an expanding customer
base across industries. However, Glimpse operates in an early stage industry, and early customers are exploring various options for AR
and VR solutions. As such, there is a high degree of variance on the evolution of customer acquisition engagements. Accordingly, while
customers are on-boarded and the Company’s software product and solutions are integrated, measured and digested, the Company may
not have any additional contracts with such customers during this period or thereafter. In some cases those customers could re-engage
after they have evaluated the Company’s solutions and in others more time could be necessary or the project abandoned. Given this
dynamic, traditional customer performance metrics, such as retention or churn, volume, recurring, etc., are not yet applicable. As the
industry matures and the Company increases its scale, customer performance metrics will become more relevant and the Company will track
these closely. Until such time, Glimpse will keep records of customers, contracts and pipeline and monitor those on a regular basis.

    7.
    You
    disclose on page 18 that you have made a number of acquisitions in the past. Please tell us whether your period-to-period
    growth is attributable to your strategy related to acquisition-driven growth. To the extent material, please discuss and quantify
    the relative impact of the acquired businesses on your revenue and the results of operations for the periods presented.

    Response:

    Please
    note that Company’s last acquisition was in April 2018 and any period-to-period growth described in the Company’s
    S-1 is not driven by acquisitions.

    Results of Operations for the Six Months Ended December 31, 2020 Compared to December 31, 2019, page 37

    8.
    For
    all periods presented, please revise to separately quantify each significant factor contributing to the change for each of
    the line items discussed within the results of operations section. In regard to revenues, for example, please clarify the
    amount of revenues generated from VR/AR projects, solutions and consulting retainers, identify the factors that drove growth
    in each and provide corresponding quantification of each factor or offset. Refer to Item 303(a)(3)(iii) of Regulation S-K.

    Response:

    The
    Amendment contains enhanced disclosure in applicable sections.

    9.
    In
    regard to Cost of Revenues, for all periods presented, please identify, discuss and quantify costs related to internal staffing
    costs and third-party expenses.

    Response:

    The
    Amendment contains enhanced disclosure in applicable sections.

    Liquidity and Capital Resources, page 42

    10.
    Please
    expand your disclosure to include your estimated cash requirements over the next twelve months.

    Response:

    The
    Amendment contains enhanced disclosure in applicable section.

    Business The Glimpse Platform, page 44

    11.
    You
    state that while each subsidiary company owns its own IP, there will be perpetual licensing agreements between your subsidiary
    companies. Please disclose the material terms of the licensing agreements and file the agreements as exhibits to the registration
    statement or tell us why this information is not material.

    Response:

    At
    this time, the inter-subsidiary licensing agreements do not exist and the Company’s S-1 disclosures have been revised to
    describe the Company’s expectation to form these agreements in the future.

    Economic Dependence, page 51

    12.
    We
    note your disclosure that one customer accounted for approximately 12% of your total gross revenues during the year ended
    June 30, 2020 and a different customer accounted for approximately 19% of your total gross revenues during the year ended
    June 30, 2019. Further, two customers accounted for approximately 53% (35% and 18%, respectively) of your total gross revenues
    during the six months ended December 31, 2020 and two different customers accounted for approximately 26% (15% and 11%, respectively)
    of your total gross revenues during the six months ended December 31, 2019. Please identify the customers and revise to disclose
    the material terms of your agreements with these customers, including, but not limited to, the terms and termination provisions.
    In addition, please ensure you identify, quantify and analyze known trends, demands, commitments, events and uncertainties
    related to customers or investors, whether affiliated or unaffiliated, that are reasonably likely to have a material impact
    on your financial results. Refer to Item 303 of Regulation S-K for guidance.

    Response:

    As mentioned in Item 6 above, the Company operates in an early stage
industry, and customers are exploring various options for AR and VR solutions and acting as early adopters of VR and AR solutions. As
such, there is a high degree of variance on the Company’s source of revenues while customers are on-boarded and the Company’s
software product and solutions are integrated, measured and digested. A customer that may account for a higher concentration of revenue
in one period may not account for any revenue in subsequent periods. In some cases those customers could re-engage after they have evaluated
the Company’s solutions and may or may not be a source of future revenue.

    As such, customers that make up a significant portion of revenues
in one period, often do not make up a significant portion in other periods. Given this dynamic, which has continued both prior and subsequent
to the reported periods, Glimpse expects this variability in Customer Concentration to continue until such point in time when the Company’s
revenue has reached larger scale, and with a larger portion of the Company’s revenues coming from Software Licenses/SaaS. Due to
the consistent oscillation in Customer Concentration from period-to-period, the Company does not view Customer Concentration as a material
issue at this time.

    Typically,
    customer contracts can be canceled at any time by the customer upon 30-90 day written notice (depending on the size of the
    contract). In such an event, the customer w

United States securities and exchange commission logo
May 3, 2021
Lyron Bentovim
President & Chief Executive Officer
Glimpse Group, Inc.
15 West 38th St, 9th Fl
New York, NY 10018
Re:Glimpse Group, Inc.
Registration Statement on Form S-1
Filed April 6, 2021
File No. 333-255049
Dear Mr. Bentovim:
            We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed April 6, 2021
Use of Market and Industry Data, page iii
1.You state that the prospectus includes market and industry data that has been obtained
from third party sources. Please tell us whether you commissioned any third party
research for use in connection with this offering. If so, please tell us what consideration
you gave to filing the third party's consent as an exhibit to the registration statement as
required by Section 7 of the Securities Act and Securities Act Rule 436.
Prospectus Summary, page 1
2.We note that your VR and AR platform is comprised of a diversified group of wholly-
owned and operated VR and AR companies. Please clarify whether The Glimpse Group is
a holding company and consider including an organizational chart that summarizes the

 FirstName LastNameLyron Bentovim
 Comapany NameGlimpse Group, Inc.
 May 3, 2021 Page 2
 FirstName LastNameLyron Bentovim
Glimpse Group, Inc.
May 3, 2021
Page 2
company's wholly owned subsidiaries, including the acquisition date of each subsidiary.
3.We note that, as of December 31, 2020, 7,114,533 shares of the company's common stock
were issued and outstanding and over 72% of these common stock are currently held by
your directors, officers and affiliated entities. Please include a post-offering chart that
reflects the anticipated percentage ownership of public shareholders, pre-existing
shareholders, and affiliates following completion of the offering. Additionally, please
clarify whether the company will be a “controlled company” under the definition of the
applicable listing exchange after the offering and provide applicable disclosure to the
extent appropriate.
Selected Risks Associated With Our Business, page 6
4.Please disclose, here and in the risk factors section, that you have incurred net losses since
inception and quantify your net losses for the reporting periods. Also consider discussing
the material risks related to your prior assessment about the company's ability to continue
as a going concern. In this regard, we note your disclosure that "the combination of
operating losses since inception, cash expected to be used in operating activities in the
future, uncertain conditions relating to additional capital raises and continued revenue
growth created an uncertainty about the Company’s ability to continue as a going
concern."
Impact of COVID-19, page 34
5.We note your disclosure that your "business and operations have been adversely affected
by the COVID-19 pandemic, as have the markets in which [your] customers
operate." Please provide qualitative and quantitative discussion on the assessment of the
impact of the pandemic on your results of operations and financial condition for the
periods presented. Consider the staff's guidance, CF Disclosure Guidance Staff: Topic No.
9A published June 23, 2020.
Management's Discussion and Analysis of Financial Conditions and Results of Operations, page
34
6.You disclose on page 15 that the size of your community of customers on your platforms
is critical to your success, and your ability to achieve profitability in the future will
depend, in large part, on your ability to add new customers, while retaining and even
expanding offerings to existing customers. Please tell us whether you monitor your
retention rate, the number of new customers, the number of existing customers, and
payment volume, including whether you track payment volume from new clients and
existing clients separately. To the extent material, please provide a qualitative and
quantitative discussion of the changes to these metric and their impact on your revenues,
and tell us your consideration for quantifying the increase in revenues attributable to new
and existing customers for each period presented.
7.You disclose on page 18 that you have made a number of acquisitions in the past. Please

 FirstName LastNameLyron Bentovim
 Comapany NameGlimpse Group, Inc.
 May 3, 2021 Page 3
 FirstName LastNameLyron Bentovim
Glimpse Group, Inc.
May 3, 2021
Page 3
tell us whether your period to period growth is attributable to your strategy related to
acquisition-driven growth. To the extent material, please discuss and quantify the relative
impact of the acquired businesses on your revenue and the results of operations for the
periods presented.
Results of Operations for the Six Months Ended December 31, 2020 Compared to December 31,
2019 , page 37
8.For all periods presented, please revise to separately quantify each significant factor
contributing to the change for each of the line items discussed within the results of
operations section. In regard to revenues, for example, please clarify the amount of
revenues generated from VR/AR projects, solutions and consulting retainers, identify the
factors that drove growth in each and provide corresponding quantification of each factor
or offset. Refer to Item 303(a)(3)(iii) of Regulation S-K.
9.In regard to Cost of Revenues, for all periods presented, please identify, discuss and
quantify costs related to internal staffing costs and third-party expenses.
Liquidity and Capital Resources, page 42
10.Please expand your disclosure to include your estimated cash requirements over the next
twelve months.
Business
The Glimpse Platform, page 44
11.You state that while each subsidiary company owns its own IP, there will be perpetual
licensing agreements between your subsidiary companies. Please disclose the material
terms of the licensing agreements and file the agreements as exhibits to the registration
statement or tell us why this information is not material.
Economic Dependence, page 51
12.We note your disclosure that one customer accounted for approximately 12% of your total
gross revenues during the year ended June 30, 2020 and a different customer accounted
for approximately 19% of your total gross revenues during the year ended June 30, 2019.
Further, two customers accounted for approximately 53% (35% and 18%, respectively) of
your total gross revenues during the six months ended December 31, 2020 and two
different customers accounted for approximately 26% (15% and 11%, respectively) of
your total gross revenues during the six months ended December 31, 2019. Please identify
the customers and revise to disclose the material terms of your agreements with these
customers, including, but not limited to, the terms and termination provisions. In
addition, please ensure you identify, quantify and analyze known trends, demands,
commitments, events and uncertainties related to customers or investors, whether
affiliated or unaffiliated, that are reasonably likely to have a material impact on your
financial results.  Refer to Item 303 of Regulation S-K for guidance.

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 Comapany NameGlimpse Group, Inc.
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Glimpse Group, Inc.
May 3, 2021
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Management, page 52
13.You disclose on page 52 that the leadership team of each subsidiary company, in addition
to their equity ownership in the company, also have an economic interest in their
particular subsidiary company, typically ranging between 5-10% of the total net sale
proceeds of the subsidiary and includes a three-year vesting schedule. Please provide the
information required by Item 401(c) of Regulation S-K related to significant employees or
tell us why this information is not required. Additionally, please discuss the material terms
of any agreements you have with these individuals.
Non-Executive Officer Directors, page 53
14.Please revise to briefly discuss the specific experience, qualifications, attributes or skills
that led to the conclusion that each person should serve as a director in light of the
registrant's business and structure.
Certain Relationships and Related Party Transactions, page 59
15.We note the disclosure on page F-16 that during the year ended June 30, 2020, the
company raised $1.33 million by the issuance of unsecured convertible promissory notes
with a three-year term, primarily from existing company investors, including participation
by the company’s executives and independent members of the company’s board in the
amount of $0.2 million. We also note that Darklight Partners LLC and VRTech
Consulting LLC each beneficially own over 14% of the company and are owned and
managed by Mr. Bentovim (your president, chief executive officer and Chairman) and Mr.
Smith (your chief creative officer and director), respectively. Please revise to provide the
information required by Item 404 of Regulation S-K or tell us why this information is not
required.
Note 3. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
16.In order to better understand the nature of the services transferred in your arrangements,
please clearly identify the nature of the performance obligations specified in your
contracts for each service line (i.e. Software Services and Software License and Software-
as-a-Service).  For example, in regard to Software Services, describe in further detail your
typical contractual service obligations that are transferred in VR/AR software projects,
solutions and consulting services.  Also, clarify and explain the contractual provisions in
your Software Service arrangements that result in multiple performance
obligations, including judgments made concerning the timing of satisfaction and in the
allocation of the transaction price, if any. Refer to ASC 606-10-50-12 and 606-10-50-17.

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May 3, 2021
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Consolidated Financial Statements for the six months ended December 31, 2020 and 2019
Note 13. Subsequent Events, page F-18
17.We note you reduced the conversion price to $4.00 per share in order to encourage early
conversion of the Convertible Promissory Notes in January 2021.  Please tell us if you
considered the change to these notes to be a debt modification or debt extinguishment. If
you consider the change to be a modification, please tell us how you concluded the
change made to the notes was a not substantially different term under ASC 470-50-40-10.
If you consider the change to be an extinguishment, please tell us the amount of gain or
loss recognized. Refer to ASC 470-50-40-2.
Consolidated Financial Statements for the years ended June 30, 2020 and 2019
Consolidated Balance Sheet , page F-23
18.We note your financial statements for the year ended June 30, 2019 have been labeled
as restated.  Please tell us and disclose whether the financial statements were restated due
to an error correction and provide the required error correction disclosures. Refer
to ASC 250-10-50-7.
Note 1. Description of Business, page F-27
19.We note your business is currently comprised of eight wholly-owned subsidiary
companies, each targeting different industry segments.  Please clarify for us, and revise if
necessary, whether you have reporting segments as defined under ASC 280.  If so, please
provide the required disclosures under ASC 280-10-50.
General
20.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Folake Ayoola, Senior
Counsel, at (202) 551-3673 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other

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 Comapany NameGlimpse Group, Inc.
 May 3, 2021 Page 6
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Glimpse Group, Inc.
May 3, 2021
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questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Darrin M. Ocasio, Esq.