Brightline Interactive, Inc./NV

History

Brightline Interactive, Inc. (formerly the Glimpse Group, Inc.) was incorporated in June 2016 under the laws of the State of Nevada, and is headquartered in Ashburn, VA.

Company Overview

Our product, SpatialCore, is designed to enable Physical AI, technology that perceives, decides, and acts in real-world physical environments, and we believe it is a key differentiator, growth driver and competitive advantage for us. On June 1, 2026, a new Board of Directors and executive leadership team, led by Chief Executive Officer Tyler Gates and Board Chairman Admiral Scott Swift, USN (Ret.), assumed responsibility for the Company. Management and the new Board concluded that the Company’s resources, personnel, and public-company platform were best concentrated around Brightline and SpatialCore, rather than the broader portfolio of immersive-technology businesses we had previously operated. Consistent with that conclusion, we divested or discontinued non-core operations, including Glimpse Learning LLC, and in August 2026 changed our corporate name to Brightline Interactive, Inc. and our Nasdaq ticker symbol from “GGRP” to “BTLN” to reflect this focus, and have positioned ourselves as a pureplay Physical AI infrastructure company.

Following our transformation into a pureplay Physical AI infrastructure company, we are a software technology company that provides SpatialCore, an open standards-based interoperability and operational context platform. SpatialCore is designed to connect autonomous systems, sensors, digital twins, AI models, and other real-world data sources into a shared, governed understanding of the physical environments in which they operate. We provide this platform primarily to the Department of War (“DoW”) and aim to expand delivery into civil government entities and commercial enterprises that utilize intensive, large and complex data sets (“Big Data”).

Companies deploying digital twins, autonomous systems, and AI workflows in DoW and Big Data scenarios face persistent challenges: integrating fragmented data, scaling across complex environments, achieving operational efficiency, and maintaining safety, security, and performance as these systems evolve and grow. Robotics, autonomous systems, and simulation technologies span diverse industries, each demanding continuous innovation to remain effective. Our technology directly addresses these challenges by providing a unified, multimodal data layer that enables AI workflows to interpret signals from environments, systems, sensors, and other disparate inputs. By normalizing and contextualizing this data, our solution empowers AI models to generate meaningful insights and take informed actions across domains.

We specialize in building AI-enabled workflows on top of dynamic, synthetic environments for digital twins, robots, drones, and autonomous vehicles, where real-time and multimodal data must be orchestrated seamlessly. This approach accelerates decision-making, enhances mission readiness, and expands the capabilities of both humans and machines.

SpatialCore is the result of more than four years of co-development with the U.S. Navy and has components used in live Navy operations. We have developed SpatialCore’s technology and operational approach over the past several years through Cooperative Research and Development Agreements (“CRADAs”) and funded programs with the FAA, U.S. Navy, and the U.S. Army to align the platform with DoW requirements and support the warfighter. In July 2025, we completed development of a unified synthetic training ecosystem for the DoW, providing digital-twin simulation, multi-domain scenario modeling, AI-augmented scenario creation, and open-standards interoperability across live, virtual, and constructive training assets. SpatialCore is built on open data standards designed to support interoperability across autonomous systems and Physical AI applications.

We believe that these emerging industry segments have significant growth potential across numerous DoW and Big Data industry verticals and that our SpatialCore platform creates important competitive advantages that may enable us to become a significant provider of interoperability and operational context software and services. We are hardware agnostic.

Our go-to-market strategy follows a deliberate, staged sequence. Our first stage is deepening our footprint within the DoW, where SpatialCore has been developed and validated through several years of operational deployment. Our second stage is extending into civil federal and state government markets that face the same underlying interoperability challenge; in August 2026, we entered into a teaming agreement with Computer Systems Center Incorporated (“CSCI”) to support LIFTOff Louisiana, a test site under the Federal Aviation Administration’s eVTOL Integration Pilot Program, which could represent SpatialCore’s first deployment outside the defense sector. Our third stage is extending into the defense industrial base through partnerships with original equipment manufacturers, described further below. Our fourth stage is addressing the broader commercial autonomy market, including logistics, manufacturing, and critical infrastructure. We are pursuing each stage in parallel with expanding our existing DoW relationships.

These defense industrial base partnerships extend more broadly across the Physical AI ecosystem. Because SpatialCore is designed to operate beneath, rather than compete with, the platforms and applications built by other companies in that ecosystem, we believe companies that might otherwise be viewed as competitors can instead become partners, customers, or suppliers. In July 2026, we entered into a memorandum of understanding with Swarmer, Inc., a drone autonomy software company, to potentially jointly develop and integrate our respective technologies and to pursue shared business opportunities with the DoW. We intend to pursue similar partnerships with other companies across autonomy, sensor, robotics, and artificial intelligence markets as part of this same strategy.

Our business model has two components. The first is integration: customers pay us to connect their systems, sensors, platforms, or data sources to SpatialCore, and we designed this work so that it can be reused across future customers and programs. The second is consumption: once integrated, customers may use SpatialCore on an ongoing basis across missions, operations, simulations, and AI workflows. From this usage, we intend to generate recurring revenue tied to consumption rather than a fixed subscription fee.

Our SpatialCore platform, structure, ecosystem, and integrated capabilities create competitive advantages that we believe are difficult for other companies to replicate in the Physical AI infrastructure space. We believe this significantly strengthens our position in this emerging market. Our advantages include: advanced technical expertise in AI and the software infrastructure required for real-world deployment, an open-standards architecture that could accelerate widespread adoption, and deep relationships with leading innovators that give us early access to and understanding of next-generation technologies.

Sales and Marketing

We market our offerings through our growth team, which is currently comprised of approximately three employees, with input and coordination from our executives. Additionally, we market our offerings through our partnership network and through our existing customer base. Sales and marketing activities include developing and delivering tailored presentations and live demonstrations to prospective customers and strategic partners, conducting outbound business development through conferences, industry events, and targeted networks, and designing lightweight technical demonstrations that showcase SpatialCore’s capabilities in real-world scenarios. The growth team also collaborates with Company leadership to shape messaging, support go-to-market strategy, and expand opportunities within our existing customer base and partnership ecosystem.

Business Cycles

Based on our history and information available to date, we have not been able to identify any seasonality of cycles within our business. Since Spatial Computing technology is an emerging industry, market and customer education are material and therefore the length of the typical sales cycle can be between three and 18 months, depending on the size and complexity of the proposed solution and the customer’s level of understanding of the immersive technology space and prior experience. Longer sales cycles often apply to DoW type customers, where product evaluation, contracting and budgeting can be lengthy.

Research, Development and Engineering

We utilize an engineering disciplined process consisting of identifying, developing, and rapid prototyping new technologies with the biggest potential to commercialize at scale. Our Research, Development and Engineering (“R&D”) team is currently comprised of approximately fifteen employees. Their activities include designing and developing core SpatialCore features, integrating emerging technologies into operational workflows, conducting experimentation with government and enterprise partners, and working to ensure that new technologies are cost-effective, repeatable, and deployable at scale.

Information Technology

Our Information Technology (“IT”) systems primarily consist of business and operational support, procurement, and customer management systems. Our IT team is supported by several employees who maintain and enhance the systems that underpin our business operations, internal security, and customer delivery, specifically systems that comply with stringent DoW operational and security requirements. Their activities include implementing security and compliance controls, maintaining cloud and on-premises infrastructure, supporting development pipelines for engineering teams, and upgrading internal systems to improve reliability, functionality, and scalability.

The IT team also evaluates and deploys new technologies that reduce operational costs and improve overall efficiency, ensuring our infrastructure keeps pace with the growth of our customer base and product ecosystem. We update and build our information technology infrastructure through further investments focused on cost efficiencies, security, reliability, functionality, and scalability.

Competition

The market for open standards-based interoperability infrastructure for Physical AI is fragmented across several adjacent software categories, and we compete with different companies depending on the specific capability at issue, rather than against a single, consistent set of competitors. In providing data interoperability for industrial and commercial robotics, we compete with companies such as Viam, which offers a cloud-connected robot operating system and data platform for diverse machine fleets. In providing simulation, digital-twin, and autonomy software for autonomous vehicles and defense customers, we compete with companies such as Applied Intuition and Duality AI, which offer sensor-simulation, synthetic training data, and vehicle-autonomy platforms across automotive, industrial, and defense markets. In providing synthetic training environments for the DoW specifically, we compete with companies such as Battle Road and Bohemia Interactive Simulations, which offer training-simulation software and services.

We believe that the market for interoperability infrastructure is less mature and less consolidated than the markets for the AI models, autonomous physical systems, and command-and-control software that operate on top of it, and that no company has yet established a dominant position across the full range of capabilities we provide.

We believe our advantages include: a business model built around integration and consumption rather than the sale of physical systems or AI models, which we believe reduces any incentive to lock customers into proprietary hardware or models and instead aligns our interests with broad interoperability across the ecosystem; having developed SpatialCore through more than four years of co-development with the U.S. Navy and Cooperative Research and Development Agreements with the U.S. Navy and the U.S. Army, and having served as a prime contractor through an OTA with the U.S. Navy, which we believe would be difficult for a new entrant to replicate quickly; an open standards-based architecture, consistent with the DoW’s own modular open systems architecture requirements and its broader efforts toward open, vendor-neutral data infrastructure, which we believe favors interoperability over proprietary, vertically-integrated alternatives; and the ability to apply learnings and technology developed for the DoW to civil government and commercial customers. We believe that our structure, ecosystem, and integrated capabilities create competitive advantages that would be difficult for other companies to replicate in the Physical AI infrastructure space, and that these advantages position us to compete effectively as this market develops.

Key Business Developments During and Subsequent to Fiscal Year 2026

Recent Business Developments

Swarmer Partnership

On July 27, 2026, we entered into a memorandum of understanding (“MOU”) with Swarmer, Inc. (“Swarmer”), a drone autonomy software company, pursuant to which we and Swarmer agreed to potentially pursue joint research and development, integration of our respective technologies, and shared business opportunities through our existing relationships and contracting vehicles with the DoW.

CSCI / LIFTOff Louisiana Teaming Agreement

On August 26, 2026, we entered into a teaming agreement with Computer Systems Center Incorporated (“CSCI”), under which we, as a subcontractor to CSCI, intend to use SpatialCore to ingest, normalize, and integrate operational data across uncrewed aircraft systems, eVTOL aircraft, radar systems, and associated sensors for LIFTOff Louisiana, a test site under the Federal Aviation Administration’s eVTOL Integration Pilot Program (“eIPP”). This teaming agreement represents SpatialCore’s first potential application in a civil government setting.

George Mason Partnership

On September 9, 2026, we entered into a memorandum of understanding with George Mason University’s (“GMU”) College of Engineering and Computing and its Global AI Innovation & Literacy Center. Under the MOU, we and GMU agreed to align SpatialCore with the mission needs of new and existing sponsors across applied research, workforce development, and technology innovation, and to identify future sponsored research, technology development, and collaborative-project opportunities.

SpatialCore Contracts

In July 2025, under a separate contract with a DoW customer, we completed development and delivery of a unified synthetic training ecosystem enabling users to train, plan, and execute missions in a virtualized environment. The system incorporates AI-augmented, no-code scenario creation tools, digital twin and multi-domain simulation capabilities enriched with geospatial data, and an open-standards architecture designed for interoperability with live, virtual, and constructive training assets.

The above is in addition to the August 13, 2025 contract that we entered into with the DoD for $2+ million SpatialCore contract to be delivered over a 12 month period supporting the creation and interoperability of government owned digital twins or real world systems.

During fiscal year 2026, our Other Transaction Agreement (“OTA”) with the Naval Surface Technology & Innovation Consortium (“NSTIC”), under which we serve as a prime contractor supporting the U.S. Navy, was extended through September 2027. The NSTIC OTA is a consortium-wide contracting vehicle managed by the Naval Surface Warfare Center, Dahlgren Division, with an overall ceiling value publicly reported by NSTIC as exceeding $1 billion. This ceiling reflects the total capacity of the consortium-wide vehicle across its approximately 1,000 members and is not specific to us or any particular award we may receive under it.

Securities Purchase Agreement

On May 14, 2026, we closed a registered direct offering pursuant to a securities purchase agreement pursuant to which we sold to a certain investors, 622,306 shares of our common stock, accompanying warrants to purchase up to 4,193,182 shares of common stock and, in lieu of common stock to certain of the investors, pre-funded warrants to purchase up to 2,732,240 shares of our common stock. The combined purchase price for each share of common stock and accompanying warrant was $0.55, and each pre-funded warrant and accompanying warrant was $0.549.

The pre-funded warrants had an exercise price of $0.001 per share of common stock and became immediately exercisable upon issuance. The warrants had an exercise price of $0.55 per share of common stock and will be exercisable six months from the original issuance date and will expire seven and a half years from the date of original issuance.

We received net proceeds (after deducting the estimated offering expenses payable by us) of approximately $1.79 million from the offering.

All figures in this section are on a pre-reverse stock split basis.

Leadership Changes

In connection with our pivot to a pureplay Physical AI infrastructure company a new Board of Directors and executive leadership team, led by Chief Executive Officer Tyler Gates and Board Chairman Admiral Scott Swift, USN (Ret.), assumed responsibility for the Company on June 1, 2026. In advance of that transition, on May 15, 2026, Jeff Enslin resigned as a member of our Board effective immediately, Maydan Rothblum notified the Board of his resignation as a member of the Board and all committees thereof, and from his roles as Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer effective immediately, and Lyron Bentovim notified the Board of his resignation as the Chairperson and a member of the Board and all committees of the Board, and from his roles as President and Chief Executive Officer, in each case effective June 15, 2026. On June 1, 2026, the Board accepted such resignation effective as of June 1, 2026.

On June 1, 2026, the Board appointed Admiral Scott Swift, USN (Ret.), Major General Pete Fesler, USAF (Ret.), and Brian Archer as directors on the Board, and appointed Tyler Gates as President and Chief Executive Officer and as a director on the Board. Finally, on June 1, 2026, the Board appointed William Keneally as Chief Financial Officer. Ian Charles and Alexander Ruckdaeschel, resigned as members of the Board and all committees thereof, effective upon the appointment of their successors, and Tamar Elkeles remained on the Board as an independent director.

Nasdaq Ticker Symbol and Corporate Name Change

On August 17, 2026, we filed with the Secretary of the State of Nevada a certificate of amendment to change the name of the company to “Brightline Interactive, Inc.” (the “Name Change Amendment”). The Name Change Amendment took effect at August 20, 2026. Further, effective August 20, 2026, we changed our ticker symbol on The Nasdaq Stock Market LLC (“Nasdaq”) from “GGRP” to “BTLN.” The change was implemented to better align our ticker with our going forward strategy. The change did not alter the terms of our common stock. The name and ticker change followed a series of steps noted above that we took beginning June 1, 2026 to concentrate our resources, personnel, and public-company platform around Brightline and SpatialCore, including the divestiture described above.

At-The-Market Offering

As previously reported, on July 11, 2025, we entered into an At-the-Market (“ATM”) Sales Agreement (the “Sales Agreement”) with WestPark Capital, Inc., as sales agent (the “Agent”), pursuant to which we could offer and sell, from time to time through the Agent, up to $3,081,340 of our common stock (the “Shares”), by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.

On November 21, 2025, the Sales Agreement was amended to increase the maximum amount we may offer and sell, from time to time through the Agent, from $3,081,340 to $3,502,910. Further, on January 2, 2026, the Sales Agreement was further amended to increase the maximum amount we may offer and sell, from time to time through the Agent, from $3,502,910 to $9,478,200. As of the date of this filing, no Shares have been sold under the ATM facility and the ATM facility has been terminated in May of 2026.

Nasdaq Notice

On March 13, 2026, we received a notification letter from the Listing Qualifications Department of Nasdaq notifying us that, because the closing bid price for our common stock was below $1.00 for the prior 30 consecutive business days, we no longer met the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of at least $1.00 per share (the “Minimum Bid Price Requirement”).

On September 11, 2026 we received a written notification (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq informing us that Nasdaq’s staff had determined to delist our common stock from Nasdaq pursuant to Nasdaq Marketplace Rule 5550(a)(2). Under the Staff Determination, we have the right to appeal the Staff Determination by requesting a hearing before a Nasdaq Hearings Panel (the “Hearings Panel”). On September 17, 2026, we timely submitted a request for a hearing (the “Hearing”) before the Hearings Panel. The Hearing request will stay the suspension of our securities and the filing of a Form 25-NSE with the SEC pending the issuance of a written decision by the Hearings Panel. Our common stock will remain listed on Nasdaq, pending the outcome of the Hearing.

Intellectual Property

Our intellectual property is an integral part of the SpatialCore business strategy and practice. In accordance with industry practice, we protect our proprietary products, technology and competitive advantage through a combination of contractual provisions and trade secrets, patents, copyright and trademark laws in the United States and other jurisdictions where we conduct business.

As of the date of the filing of this Report, and as summarized in the table below, we have been issued 5 patents by the United States Patent and Trademark Office (“USPTO”).

Issued Patents

** Each of the patents listed above expires 20 years from its filing date.*

Filed Patents (in process, Provisional and Non-Provisional)

We may continue to file for patents regarding various aspects of our products, services and technologies in the future depending on the costs and timing associated with such filings. We may make investments to further strengthen our copyright protection going forward, although no assurances can be given that we will be successful in such patent and trademark protection endeavors. We seek to limit disclosure of our intellectual property by requiring employees, consultants, and partners with access to our proprietary information to execute confidentiality agreements and non-competition agreements (when applicable) and by restricting access to our proprietary information. Due to rapid technological change, we believe that establishing and maintaining an industry and technology advantage in factors such as the expertise and technological and creative skills of our personnel, as well as new services and enhancements to our existing services, are more important to our business and profitability than other available legal protections. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use information that we regard as proprietary. The laws of many countries do not protect proprietary rights to the same extent as the laws of the United States. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results and financial condition. There can be no assurance that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar services or products. Any failure by us to adequately protect our intellectual property could have a material adverse effect on our business, operating results and financial condition. See “Risk Factors-Risks Related to our Business.”

Economic Dependence

For the year ended June 30, 2026, one customer accounted for approximately 78%, of our total revenue. A different customer accounted for approximately 80% of our total revenue during the year ended June 30, 2025.

We operate in an early-stage industry, and customers are exploring various options for Physical AI solutions and acting as early adopters of these solutions. As such, there has been a high degree of variance on our source of revenues. A customer that may account for a higher concentration of revenue in one period may not account for any revenue in subsequent periods. A significant reduction in revenue from our larger customers could have a material negative impact on our operations.

Human Capital

At June 30, 2026, we had approximately 19 full time employees, primarily software developers, engineers and 3D artists.

Corporate Information

Our website iswww.brightlineinteractive.com. Information contained on, or accessible through our website, is not and shall not be deemed to be part of, or incorporated or deemed incorporated by reference into, this Report, and should not be relied upon by prospective investors for the purposes of determining whether to invest in us or our securities. We have included our website address in this Report solely as an inactive textual reference.

Discontinued Operations

As part of the strategic and management changes detailed to transform into a pureplay Physical AI infrastructure company, the company’s Learning, Lenses and S5D businesses were discontinued.

On June 30, 2026, we announced that, we had entered into a Master Purchase Agreement (the “Purchase Agreement”) with Glimpse Learning, Inc., a newly-formed Wyoming company (the “Buyer”), pursuant to which we agreed to sell to Buyer all of the issued and outstanding membership interests (the “Shares”) in Glimpse Learning, LLC, a Nevada limited liability company and our wholly owned subsidiary, together with certain assigned assets used exclusively in the subsidiary’s business.