Glimpse Group, Inc. — Major Shareholding Notification 2021

Jul 16, 2021

SC 13G 1 sc13g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )

| THE
GLIMPSE GROUP, INC. |
| --- |
| (Name
of Issuer) |

| Common
Stock, $.001 par value |
| --- |
| (Title
of Class of Securities) |

| 37892C
106 |
| --- |
| (CUSIP
Number) |

| June
29, 2021 |
| --- |
| (Date
of Event Which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| [ ] | Rule
13d-1(b) |
| --- | --- |
| [X] | Rule
13d-1(c) |
| [ ] | Rule
13d-1(d) |

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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. 37892C 106

| 1 | NAME
OF REPORTING PERSON | |
| --- | --- | --- |
| | Ariel
Imas | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
[ ] |
| | | (b)
[ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | United
States | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6 | SHARED
VOTING POWER |
| | 898,038 (1) |
| 7 | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8 | SHARED
DISPOSITIVE POWER |
| | 898,038 (1) |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 898,038 (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 9.15%
(2) | |
| 12 | TYPE
OF REPORTING PERSON | |
| | IN | |

| (1) | These
shares are owned by Kissa Capital LLC, which is an entity managed by Mr. Imas. |
| --- | --- |
| (2) | This
percentage is calculated based on 9,815,935 shares of the Issuer’s common stock outstanding, as set forth in the Issuer’s
registration statement on Form S-1 as filed with the Securities and Exchange Commission on April 6, 2021 which became effective on
June 30, 2021. |

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CUSIP No. 37892C 106

| 1 | NAME
OF REPORTING PERSON | |
| --- | --- | --- |
| | Kissa
Capital LLC | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
[ ] |
| | | (b)
[ ] |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | Delaware | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH | SOLE
VOTING POWER |
| --- | --- |
| | 0 |
| 6 | SHARED
VOTING POWER |
| | 898,038
(1) |
| 7 | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8 | SHARED
DISPOSITIVE POWER |
| | 898,038
(1) |

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 898,038
(1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 9.15%
(2) | |
| 12 | TYPE
OF REPORTING PERSON | |
| | CO | |

| (1) | These
shares are owned by Kissa Capital LLC, which is an entity managed by Mr. Imas. |
| --- | --- |
| (2) | This
percentage is calculated based on 9,815,935 shares of the Issuer’s common stock outstanding,
as set forth in the Issuer’s registration statement on Form S-1 as filed with the Securities
and Exchange Commission on April 6, 2021 which became effective on June 30, 2021 |

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CUSIP No. 37892C 106

Item 1(a). Name of Issuer:

THE GLIMPSE GROUP, INC., a Nevada corporation.

Item 1(b). Address of Issuer’s Principal Executive Offices:

15 WEST 38TH ST, 9TH FLOOR, NEW YORK, NY, 10018

Item 2(a). Name of Person Filing This Schedule 13G is being jointly filed by Ariel Imas (“Mr. Imas”) and Kissa Capital LLC (“Kissa”) (an entity managed by Mr. Imas) each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence Ariel Imas 345 East 80th St, Apt 26F New York, NY 10075 Kissa Capital LLC 1775 York Avenue, New York, NY 10128

Item 2(c). Citizenship

Ariel Imas: United States

Kissa Capital LLC: Delaware

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CUSIP No. 37892C 106

Item 2(d). Title of Class of Securities:

Common Stock, $.001 par value.

Item 2(e). CUSIP Number:

37892C 106

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

| | /X/ | Not
applicable. |
| --- | --- | --- |
| (a) | /
/ | Broker
or dealer registered under Section 15 of the Exchange Act. |
| (b) | /
/ | Bank
as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | /
/ | Insurance
company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | /
/ | Investment
company registered under Section 8 of the Investment Company Act. |
| (e) | /
/ | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | /
/ | An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | /
/ | A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | /
/ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | /
/ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| (j) | /
/ | A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (k) | /
/ | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | | If
filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |

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Item 4. Ownership

(a) Amount beneficially owned:

898,038. Except with respect to 1,000,000 shares of Common Stock issued to Kissa as founder shares, of which 116,962 shares were subsequently transferred, all other shares were purchased with the Reporting Persons’ personal funds or working capital.

(b) Percent of class:

Based upon 9,815,935 shares of the Issuer’s common stock outstanding, as set forth in the Issuer’s registration statement on Form S-1 as filed with the Securities and Exchange Commission on April 06, 2021 and became effective on June 30, 2021, the shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons constitutes approximately 9.14% of the Common Stock of the Issuer as calculated in accordance with Rule 13d-3(d)(1).

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

0

(ii) Shared power to vote or to direct the vote

898,038

(iii) Sole power to dispose or to direct the disposition of

0

(iv) Shared power to dispose or to direct the disposition of

898,038

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

The shares are beneficially owned by Kissa on behalf of the Ariel.

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 16, 2021

| By: | /s/
Ariel Imas |
| --- | --- |
| | Ariel
Imas |
| Kissa
Capital LLC | |
| By: | /s/
Ariel Imas |
| | Ariel
Imas |
| | Manager |

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