Glimpse Group Inc美股招股说明书(2025-07-11版)

stock having an aggregate offering price of up to $3,081,340 from time to time through the Sales Agent, acting as sales agent or Our common stock is listed on the Nasdaq Capital Market under the symbol “VRAR.” The last reported sale price of our commonstock on the Nasdaq Capital Market on July 9, 2025 was $1.47 per share.Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sellshares of our common stock by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq CapitalMarket. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay the Sales Agent a total commission for its services in acting as agent in the sale of shares of our common stock based onthe prevailing market rate of the gross sales price per share of all shares sold through the Sales Agent as agent under the SalesAgreement. See “Plan of Distribution” for information relating to certain expenses of the Sales Agent to be reimbursed by us.In connection with the sale of the shares of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or General Instruction I.B.6. of Form S-3, in no event will we sell our securities in a public primary offering in reliance on GeneralInstruction I.B.6. of Form S-3 with a value exceeding one-third of our public float in any 12-calendar-month period so long as ourpublic float remains below $75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement,we have offered and sold a total of $7,286,740 of securities pursuant to General Instruction I.B.6. of Form S-3. As a result, we may sell We are an “emerging growth company” as defined under federal securities laws, and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus supplement and the accompanying base prospectus, and thedocuments incorporated by reference herein and therein, and may elect to comply with reduced public company reportingrequirements in future filings. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company” formore information.Investing in our common stock involves a high degree of risk. You should carefully review the risks and uncertainties described Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARY CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS WHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE accompanying base prospectus. You should also read and consider the information in the documents to which we have referred you inthe sections of this prospectus supplement entitled “Where You Can Find More Information” and “Information Incorporated by Reference.” These documents contain important information that you carefully should consider when making your investmentThis document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and alsoadds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying base prospectus. The second part, the accompanying base prospectus, provides moregeneral information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to prospectus supplement will apply and will supersede the information in the accompanying base prospectus and the documentsincorporated by reference therein.You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and theaccompanying base prospectus. We have not, and the Sales Agent has not, authorized anyone to provide you with different oradditional information, or to make any representations other than those contained in, or incorporated by reference into, this prospectussupplement and the accompanying base prospectus. We and the Sales Agent take no responsibility for, and can provide no assurance as date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or the accompanyingbase prospectus or the time of any sale of our common stock. Our business, financial condition, results of operations and prospectsmay have changed since those da