Exhibit 99.2
Unaudited Pro Forma Condensed Consolidated Financial Statements
On June 30, 2026, The Glimpse Group, Inc. (“the Company”) completed the sale of all of the assets and liabilities exclusively related to the Company’s Glimpse Learning business and wholly-owned subsidiary (the “Divesture”) pursuant to the Master Purchase Agreement reported in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2026.
The unaudited pro forma condensed consolidated financial statements have been developed by applying pro forma adjustments to the Company’s historical consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and give effect to the Divesture.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended March 31, 2026, and for the year ended June 30, 2025, assume that the Divesture occurred as of July 1, 2024.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, assumes that the Divesture occurred on that date. The unaudited pro forma condensed consolidated financial statements are presented based on currently available information and are intended for informational purposes only.
These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Divesture been completed on the dates assumed. In addition, they are not necessarily indicative of the Company’s future results of operations or financial condition. Beginning in the fourth quarter of 2026, the historical financial results of Glimpse Learning for periods prior to the Divestures will be reflected in the Company’s consolidated financial statements as discontinued operations.
The unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements prepared in accordance with US GAAP and are presented based on assumptions, adjustments, and currently available information described in the accompanying notes. They are intended for informational purposes only and are not intended to represent the Company’s financial position or results of operations had the Divesture occurred on the dates indicated, or to project the Company’s financial performance for any future period. Pro forma adjustments have been made for events that are directly attributable to the Divesture and factually supportable.
Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial statements of the registrant as follows:
● Transaction Accounting Adjustments – Adjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction.
● Autonomous Entity Adjustments – Adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity.
In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies and dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in our disclosures as management adjustments.
The transaction accounting adjustments to reflect the business in the unaudited pro forma condensed consolidated financial statements include:
● The Divesture of the assets and liabilities of Glimpse Learning pursuant to the Master Purchase Agreement
● Estimated impact of the cash paid in connection with the Divesture
There are no autonomous entity adjustments included in the pro forma financial information.
Additionally, the unaudited pro forma condensed consolidated financial statements do not include management adjustments to reflect any potential synergies that may be achievable, or dis-synergy costs that may occur, in connection with the Divesture.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements, (ii) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K as of June 30, 2025, and for the year then ended, filed with the SEC on September 25, 2025, and (iii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in the Company’s Form 10-Q as of March 31, 2026, and for the nine months then ended, filed with the SEC on May 14, 2026.
THE GLIMPSE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended March 31, 2026
(Unaudited)
| As Reported | Glimpse Learning, LLC | ProForma after Glimpse Learning Divestiture | ||||||||||
| Revenue | ||||||||||||
| Software services | $ | 2,866,391 | $ | 428,926 | (a) | $ | 2,437,465 | |||||
| Software license/software as a service | 461,159 | 461,159 | (a) | - | ||||||||
| Royalty income | 28,258 | - | 28,258 | |||||||||
| Total Revenue | 3,355,808 | 890,085 | 2,465,723 | |||||||||
| Cost of goods sold | 974,471 | 243,825 | (b) | 730,646 | ||||||||
| Gross profit | 2,381,337 | 646,260 | 1,735,077 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 3,400,149 | 497,873 | (c) | 2,902,276 | ||||||||
| General and administrative expenses | 2,449,194 | 773,433 | (c) | 1,675,761 | ||||||||
| Sales and marketing expenses | 901,640 | 246,389 | (c) | 655,251 | ||||||||
| Amortization of acquisition intangible assets | 60,717 | 36,270 | (c) | 24,447 | ||||||||
| Goodwill impairment | 10,857,600 | 300,000 | (c) | 10,557,600 | ||||||||
| Change in fair value of acquisition contingent consideration | 16,417 | - | (c) | 16,417 | ||||||||
| Total operating expenses | 17,685,717 | 1,853,965 | 15,831,752 | |||||||||
| Loss from operations before other income | (15,304,380 | ) | (1,207,705 | ) | (14,096,675 | ) | ||||||
| Other income: | ||||||||||||
| Gain on sale of business | 240,000 | - | 240,000 | |||||||||
| Interest income | 122,251 | - | 122,251 | |||||||||
| Net loss | $ | (14,942,129 | ) | $ | (1,207,705 | ) | $ | (13,734,424 | ) | |||
| Basic and diluted net loss per share | $ | (0.71 | ) | $ | (0.65 | ) | ||||||
| Weighted average common shares to compute basic and diluted net loss per share | 21,072,444 | 21,072,444 | ||||||||||
THE GLIMPSE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the For the Year Ended June 30, 2025
(Unaudited)
| As Reported | Glimpse Learning, LLC | ProForma after Glimpse Learning Divestiture | ||||||||||
| Revenue | ||||||||||||
| Software services | $ | 9,996,491 | $ | 730,567 | (a) | $ | 9,265,924 | |||||
| Software license/software as a service | 503,734 | 384,897 | (a) | 118,837 | ||||||||
| Royalty income | 27,700 | - | 27,700 | |||||||||
| Total Revenue | 10,527,925 | 1,115,464 | 9,412,461 | |||||||||
| Cost of goods sold | 3,407,946 | 178,461 | (b) | 3,229,485 | ||||||||
| Gross profit | 7,119,979 | 937,003 | 6,182,976 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 3,494,731 | 729,788 | (c) | 2,764,943 | ||||||||
| General and administrative expenses | 3,636,266 | 765,598 | (c) | 2,870,668 | ||||||||
| Sales and marketing expenses | 2,201,754 | 559,021 | (c) | 1,642,733 | ||||||||
| Amortization of acquisition intangible assets | 427,150 | 133,817 | (c) | 293,333 | ||||||||
| Change in fair value of acquisition contingent consideration | 102,412 | (35,714 | )(c) | 138,126 | ||||||||
| Total operating expenses | 9,862,313 | 2,152,510 | 7,709,803 | |||||||||
| Loss from operations before other income | (2,742,334 | ) | (1,215,507 | ) | (1,526,827 | ) | ||||||
| Other income | ||||||||||||
| Interest income | 189,683 | - | 189,683 | |||||||||
| Net loss | $ | (2,552,651 | ) | $ | (1,215,507 | )(d) | $ | (1,337,144 | ) | |||
| Basic and diluted net loss per share | $ | (0.13 | ) | $ | (0.07 | ) | ||||||
| Weighted average common shares to compute basic and diluted net loss per share | 19,633,374 | 19,633,374 | ||||||||||
THE GLIMPSE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2026
(Unaudited)
| As Reported | Glimpse Learning, LLC | ProForma after Glimpse Learning Divestiture | ||||||||||
| ASSETS | ||||||||||||
| Cash and cash equivalents | $ | 2,151,320 | $ | 200,000 | (e) | $ | 1,951,320 | |||||
| Accounts receivable | 662,201 | 96,480 | (e) | 565,721 | ||||||||
| Deferred costs | 2,129 | 1,859 | (e) | 270 | ||||||||
| Notes receivable | 50,832 | - | 50,832 | |||||||||
| Prepaid expenses and other current assets | 674,497 | 191,195 | (e) | 483,302 | ||||||||
| Total current assets | 3,540,979 | 489,534 | 3,051,445 | |||||||||
| Equipment and leasehold improvements, net | 41,278 | - | 41,278 | |||||||||
| Right-of-use assets, net | 161,160 | - | 161,160 | |||||||||
| Other assets | 11,100 | - | 11,100 | |||||||||
| Total assets | $ | 3,754,517 | $ | 489,534 | $ | 3,264,983 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Accounts payable | $ | 215,386 | $ | 54,394 | (f) | 160,992 | ||||||
| Accrued liabilities | 364,136 | 101,169 | (f) | 262,967 | ||||||||
| Deferred revenue | 306,418 | 296,417 | (f) | 10,001 | ||||||||
| Lease liabilities, current portion | 149,959 | - | 149,959 | |||||||||
| Total current liabilities | 1,035,899 | 451,980 | 583,919 | |||||||||
| Long term liabilities | ||||||||||||
| Lease liabilities, net of current portion | 12,371 | - | 12,371 | |||||||||
| Total liabilities | 1,048,270 | 451,980 | 596,290 | |||||||||
| Commitments and contingencies | ||||||||||||
| Stockholders’ Equity | ||||||||||||
| Preferred Stock, par value $0.001 per share, 20,000,000 shares authorized; 0 shares issued and outstanding | - | - | - | |||||||||
| Common Stock, par value $0.001 per share, 300,000,000 shares authorized; 21,076,506 and 21,055,506 issued and outstanding, respectively | 21,077 | - | 21,077 | |||||||||
| Additional paid-in capital | 83,219,223 | 8,004,125 | (g) | 75,215,098 | ||||||||
| Accumulated deficit | (80,534,053 | ) | (8,004,125 | )(g) | (72,529,928 | ) | ||||||
| Loss on divestiture | 37,554 | (h) | (37,554 | ) | ||||||||
| Total stockholders’ equity | 2,706,247 | 37,554 | 2,668,693 | |||||||||
| Total liabilities and stockholders’ equity | $ | 3,754,517 | $ | 489,534 | $ | 3,264,983 | ||||||
The Glimpse Group, Inc.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial statements give effect to the Divesture of Glimpse Learning in accordance with Article 11 of Regulation of S-X.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended March 31, 2026 and for the year ended June 30, 2025 are presented as if the Divesture occurred as of July 1, 2024.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 is presented as if the Divesture occurred on that date.
| (a) | This adjustment reflects the elimination of the Glimpse Learning revenues |
| (b) | This adjustment reflects the elimination of the Glimpse Learning cost of goods sold |
| (c) | This adjustment reflects the elimination of the Glimpse Learning operating expenses and includes within general and administrative expense both: |
| The compensation expense of the Glimpse Learning Managing Director | |
| Allocation of corporate overhead based upon the Glimpse Learning percentage of total consolidated revenue | |
| (d) | No income tax adjustment has been made based upon the Company’s existing full U.S net operating loss valuation allowance |
| (e) | This adjustment reflects the Divesture of the Glimpse Learning assets |
| (f) | This adjustment reflects the Divesture of the Glimpse Learning liabilities |
| (g) | APIC adjustment reflects net advances from Glimpse parent to Glimpse Learning to cover accumulated losses since inception. |
| (h) | This adjustment reflects the estimated loss on of the Divesture of Glimpse Learning assuming it occurred on March 31, 2026. This will differ from the actual gain or loss to be reported by the Company as of June 30, 2026, the actual Divesture date. |