Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Groupstatements, Inc. (“Glimpse” or the “Company”) Pro Forma Statements,” and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information related notes were prepared using the acquisition method of accountingaccounting with American Woodmark considered the acquirer of RSI for accounting purposes. Accordingly, the consideration paid in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)the RSI Acquisition has been allocated to assets and liabilities of RSI based upon their estimated fair values as of the Acquisition Date. In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign Any amount of the consideration that is in excess of the estimated fair value to the tangible and intangible values of assets acquired and liabilities assumed at will be recorded as goodwill after the acquisition date. Goodwill as finalization of the acquisition date purchase price allocation. Although management believes that the preliminary purchase price allocation herein is measured as reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the excess of preliminary purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected price allocation included in the unaudited pro forma condensed combined balance sheet are based on items accompanying Pro Forma Financial Statements. The historical financial statements have been adjusted in the Pro Forma Financial Statements to give effect to events that are factually supportable and (1) directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are events, (2) factually supportable, directly attributable and (3) with respect to the transaction and statement of operations, expected to have a continuing impact on the combined resultscompany. The unaudited proforma pro forma condensed combined statements of income does not reflect cost savings expected to be realized from the elimination of certain expenses and synergies expected to be created or the costs to achieve such cost savings or synergies. Such costs may be material and no assurance can be given that cost savings or synergies will be realized. Certain pro forma adjustments have been made to align the accounting policies of RSI with American Woodmark where such RSI accounting policies are expected to change after the Acquisition Date. Further review may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the financial statements of the combined company. However, at this time, we are not aware of any accounting policy differences that would have a material impact on the unaudited pro forma condensed combined financial information does statements of the combined company that are not reflect reflected in the cost pro forma adjustments. Historically, American Woodmark has valued its inventory on a last-in, first-out basis (“LIFO”) and RSI has valued its inventory on a first-in, first-out basis (“FIFO”). American Woodmark’s management intends to maintain RSI’s FIFO valuation basis after the Acquisition Date. Therefore, a pro forma adjustment has not been made to conform RSI’s inventory valuation basis from FIFO to LIFO. American Woodmark operates on a fiscal year basis which ends on April 30 of any integration activities or benefits each year. Prior to the RSI Acquistion, RSI operated on a 52 to 53 week fiscal year, with its fiscal year ending on the Saturday closest to December 31. The pro forma condensed combined financial statements included herein are labeled based on American Woodmark’s convention. The pro forma condensed combined statement of income for the year ended April 30, 2017 combines the historical audited results of American Woodmark for the fiscal year ended April 30, 2017 and the unaudited results of RSI for the year ended April 1, 2017, which was derived from the transactionaudited results of RSI for the fiscal year ended December 31, including potential synergies that may be generated in future periods2016 less the unaudited results of RSI for the three months ended April 2, 2016 plus the unaudited results of RSI for the three months ended April 1, 2017. The pro forma condensed combined statement of income for the six months ended October 31, 2017 combines the historical unaudited results of American Woodmark for the six months ended October 31, 2017 and the historical unaudited results of RSI for the six months ended September 30, 2017. The pro forma condensed combined balance sheet as of October 31, 2017 combines the historical unaudited balance sheet of American Woodmark as of October 31, 2017 and the historical unaudited balance sheet of RSI as of September 30, 2017.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). XxxXxxx has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the merger and the PIPE Investment. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on January 1, 2020. Management has made significant estimates and assumptions in its determination of the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these estimates, the final amounts recorded may differ materially from the information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The unaudited pro forma condensed combined financial information set forth herein is based upon does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the consolidated financial statements of The Glimpse Groupmerger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, Inc. (“Glimpse” no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)as otherwise specified. The unaudited proforma pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Trust Account, and thus the full amount held in the Trust Account as of closing is presented as if available for the transaction had been completed merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in the Trust Account. Under the merger agreement, it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price of $10.05 (due to investment related gains in the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on June 30the Cash Consideration paid to the sellers in connection with the merger such that the cash outflows under either redemption scenario are the same. Additionally, 2022 any redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in respect the Stock Consideration paid to the sellers in connection with the merger. The difference in the relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the unaudited pro forma condensed combined balance sheet; financial information would be the same, and July 1as such, 2021 with respect to the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with: • the audited historical financial statements of operations XxxXxxx as of and for the year ended June 30December 31, 20222020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to XxxXxxx and Katapult included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is presented for informational illustrative purposes only and is not necessarily indicative of what the combined financial position or actual results of operations and financial position would have been had the transaction occurred as of merger and PIPE Investment taken place on the dates indicated, nor is it meant to be are they indicative of any anticipated combined financial position or the future consolidated results of operations that or financial position of the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodscompany.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements balance sheet as of The Glimpse GroupDecember 31, Inc. (“Glimpse” or the “Company”) 2014 and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the three months ended December 31, 2014 and for the twelve months ended and the year ended June September 30, 20222014 are based on the historical financial statements of Good Times Restaurants Inc. and Bad Daddy’s International, LLC, after giving effect to our acquisition of Bad Daddy’s International, LLC and after applying the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information is presented for informational purposes only statements should be read in conjunction with the historical consolidated financial statements of Good Times Restaurants Inc. included in its Annual Report on Form 10-K and is not necessarily indicative Quarterly Reports on Form 10-Q, and the audited financial statements of the combined financial position or results of operations had the transaction occurred as of the dates indicatedBad Daddy’s International, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactionsLLC, included herein. Glimpse has accounted for the acquisition in this The unaudited pro forma condensed combined financial information statements have been presented for informational purposes only. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of what the combined company’s results of operations or financial position that would have reported had the acquisition been completed as of the dates presented, and should not be taken as a representation of the combined company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting. As such, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible identifiable assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over transferred and the fair value net amounts of net tangible the identifiable assets acquired and identifiable intangible assets acquiredthe liabilities assumed. Pro forma adjustments reflected in the The unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does statements do not reflect the cost of any integration adjustments for restructuring activities or benefits from the transaction, including potential synergies expected operating efficiencies or cost savings that may be generated in future periodsachieved with respect to the combined companies or the costs necessary to achieve such restructuring activities, cost savings and operating synergies.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon statements were prepared in accordance with generally accepted accounting principles in the consolidated financial statements of The Glimpse Group, Inc. United States (“Glimpse” or the “CompanyU.S. GAAP”) and Brightline Interactive, LLC, a Virginia limited liability company the regulations of the U.S. Securities and Exchange Commission (the “BLISEC”). The unaudited proforma condensed combined ) and are intended to show how the Acquisition might have affected the historical financial information is presented as statements if the transaction Acquisition had been completed on June 30January 1, 2022 in respect for the purpose of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements statement of operations for the year six months ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to Acquisition will be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for as a business combination, with the acquisition in this unaudited pro forma condensed combined Company treated as the “acquirer” and VCN treated as the “acquired” company for financial information using reporting purposes. Under the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)the total estimated purchase price of an acquisition allocated to the net tangible and intangible assets is based on their estimated fair values. In accordance with ASC 805, Glimpse uses its best estimates Such valuations are based on available information and certain assumptions to assign fair value that management believes are reasonable. The preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed at is based on various preliminary estimates. Accordingly, the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro pro forma adjustments reflected in are preliminary and have been made solely for the purpose of providing this unaudited pro forma combined financial information. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined balance sheet are based on items that are factually supportable financial information and directly attributable to the transactionCompany’s future results of operations and financial position. Pro forma adjustments reflected in the The unaudited pro forma condensed combined financial information includes certain reclassifications to conform the historical financial statement presentation of operations are based on items that are factually supportable, directly attributable VCN to the transaction Company. See “Note 3 – Reclassifications and expected to have a continuing impact Conforming Basis Adjustments” herein for additional information on the combined resultsreclassifications. The Certain disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in these unaudited proforma pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsstatements as permitted by SEC rules and regulations.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein M&M Acquisition is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has being accounted for the acquisition in this unaudited pro forma condensed combined financial information as a business combination using the acquisition method of accountingaccounting under US GAAP, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with the provisions of ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the acquisition measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Goodwill as As of the acquisition date is measured as of this Current Report, Celanese has not completed the excess of purchase consideration over detailed valuation studies necessary to determine the fair value of net tangible M&M Business’ assets acquired and identifiable intangible assets acquiredthe liabilities assumed and the related allocations of purchase price. Pro forma adjustments Therefore, the allocation of the purchase price as reflected in the unaudited pro forma condensed combined balance sheet are financial statements is based on items that are factually supportable upon management's preliminary estimates of the fair value of the assets acquired and directly attributable liabilities assumed. The final allocation of the purchase price will be determined after completion of the detailed valuation studies and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the transaction. Pro forma adjustments reflected in preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined statement financial statements contained herein and our future results of operations are based on items and financial position. There can be no assurance that are factually supportablesuch finalization will not result in material changes. Celanese’s and the M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, directly attributable certain reclassifications were made to align Celanese’s and the transaction and expected M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. As more information becomes available, Celanese will perform a more detailed review of the M&M Business’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a continuing material impact on the combined resultscompany’s financial information. The unaudited proforma condensed combined financial information does not reflect Further, there were no material intercompany transactions and balances between Celanese and the cost M&M Business as of any integration activities or benefits from and for the transactionsix months ended June 30, including potential synergies that may be generated in future periods2022 and for the year ended December 31, 2021.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon on the historical consolidated financial statements of The Glimpse GroupMCBC and MillerCoors, Inc. (“Glimpse” or both prepared in accordance with U.S. GAAP, and reflects the “Company”) pending Acquisition and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)the anticipated financing for the pending Acquisition. The unaudited proforma condensed combined financial pro forma information is presented as if for illustrative purposes only and does not necessarily reflect the transaction results of operations or the financial position of MCBC that actually would have resulted had been completed on June 30the pending Acquisition occurred at the dates indicated, 2022 in respect or project the results of operations or the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the financial position of MCBC for any future dates or periods. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015, and the year ended June 30December 31, 20222014, gives effect to the pending Acquisition and the anticipated financing as if they were completed on January 1, 2014. The unaudited pro forma condensed combined balance sheet as of September 30, 2015, gives effect to the pending Acquisition and the anticipated financing as if they had occurred on that date. The unaudited pro forma financial information is presented for informational purposes only and does not reflect the acquisition of the international Xxxxxx brand portfolio as the Company is not necessarily indicative yet able to estimate the allocation of fair value to the net assets of the combined financial position or results of operations had international Xxxxxx brand portfolio because we currently have very limited information regarding such business. Additionally, the transaction occurred as of the dates indicated, nor is it meant limited information that was made available to be indicative of any anticipated combined financial position or future results of operations MCBC indicates that the combined company will experience after international Xxxxxx brand portfolio is insignificant to the overall pending Acquisition and to MCBC following the successful completion of the transactionspending Acquisition. Glimpse has accounted for The Company believes that the acquisition in this unaudited pro forma condensed combined financial information using presents in all material respects the acquisition method pro forma effect of accountingthe pending Acquisition. The historical financial information of MCBC has been derived from: the audited consolidated financial statements of MCBC for the year ended December 31, 2014, included in accordance its Annual Report on Form 10-K filed with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” the SEC on February 12, 2015 (“ASC 805’’MCBC Form 10-K”); and the unaudited condensed consolidated financial statements of MCBC as of and for the nine months ended September 30, 2015, included in the Quarterly Report on Form 10-Q filed with the SEC on November 5, 2015. The historical financial information for MillerCoors has been derived from the audited consolidated financial statements of MillerCoors for the year ended December 31, 2014, included as Exhibit 99 to the MCBC Form 10-K and the unaudited interim condensed consolidated financial statements of MillerCoors as of and for the nine months ended September 30, 2015, included as Exhibit 99.2 to the Current Report on Form 8-K to which this Exhibit 99.3 is attached. Unless otherwise indicated, information in this report is presented in U.S. dollars (“USD” or “$”). In accordance with ASC 805, Glimpse uses its best estimates Both MCBC and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquiredMillerCoors have fiscal years which end on December 31. Pro forma adjustments reflected in on the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transactionpending Acquisition and the expected financing for the pending Acquisition. Pro forma adjustments reflected in the unaudited pro forma condensed combined statement statements of operations are based on items that are factually supportable, are directly attributable to the transaction pending Acquisition or the related anticipated financing, and are expected to have a continuing impact on the combined resultsMCBC’s results of operations and/or financial position. The pro forma adjustments are based on information current as at January 25, 2016, (being the latest practicable date prior to the filing of the Current Report on Form 8-K to which this Exhibit 99.3 is attached) and do not reflect any matters not directly attributable to the pending Acquisition or the related anticipated financing. Any nonrecurring items directly attributable to the pending Acquisition or the related anticipated financing are included on the unaudited proforma pro forma condensed combined balance sheet but not in the unaudited pro forma condensed combined statements of operations. In contrast, any nonrecurring items that were already included in MCBC’s or MillerCoors’ historical consolidated financial statements that are not directly related to the pending Acquisition or the related anticipated financing have not been eliminated and are further discussed in Note 3. The acquisition of SABMiller’s interest in MillerCoors is reflected in the unaudited pro forma condensed combined financial information using the acquisition method of accounting. Under the acquisition method, the total estimated purchase consideration, as described in Note 2, will be determined at the closing date of the pending Acquisition. MCBC will record all assets acquired and liabilities assumed at their respective acquisition-date fair values. Accordingly, the unaudited pro forma condensed combined financial information reflects the full consolidation of MillerCoors. The MCBC historical financial information reflects MCBC’s 42% interest in MillerCoors accounted for by MCBC under the equity method of accounting, which has been eliminated through pro forma adjustments. We remeasured our pre-existing 42% interest in MillerCoors to fair value and calculated a gain on the excess of the preliminary fair value over its carrying value. This gain is presented as an increase to retained earnings on the unaudited pro forma condensed combined balance sheet, and is excluded from the unaudited pro forma condensed combined statements of operations as it does not have a continuing impact. See Note 4(i) for further information. At this time, MCBC has not yet completed a detailed valuation analysis to determine the fair values of MillerCoors’ assets to be acquired and liabilities to be assumed and related allocations of the estimated consideration to such items. Accordingly, the unaudited pro forma condensed combined financial information includes a preliminary allocation of the estimated purchase consideration based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to change, which may be material. In addition, MCBC has not yet performed the due diligence necessary to identify all of the adjustments required to conform MillerCoors’ accounting policies to MCBC’s or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in the preparation of this unaudited pro forma condensed combined financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the estimated fair value of our historical 42% interest in MillerCoors, as well as adjustments to assigned values of MillerCoors’ assets and liabilities, including but not limited to brands and other intangible assets and property, plant and equipment that could give rise to increases or decreases in the amounts of depreciation and amortization expense that are not reflected in this unaudited pro forma condensed combined financial information. Accordingly, once the necessary valuation analyses have been performed following the close of the pending Acquisition, the final purchase price allocation has been completed, and any necessary accounting policy changes are made, actual results may differ materially from the information presented in this unaudited pro forma condensed combined financial information. Additionally, the unaudited pro forma condensed combined statements of operations do not reflect the cost of any integration activities or benefits from the transaction, including potential pending Acquisition or synergies that may be generated derived from integration activities, each of which may have a material effect on MCBC’s consolidated results of operations in future periodsperiods following the completion of the pending Acquisition.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon statements are derived from the historical consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or Domtar and the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)historical consolidated financial statements of Resolute. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations earnings for the year ended June December 31, 2021 and the nine months ended September 30, 2022 have been prepared as if the Merger and related financing transactions had been consummated on January 1, 2021, the beginning of the earliest period presented. The unaudited pro forma combined balance sheet was prepared as if the Merger and related financing transactions had been consummated on September 30, 2022. The unaudited pro forma condensed combined financial information Unaudited Pro Forma Combined Financial Information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred prepared as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information a business combination using the acquisition method of accounting, accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC ASC”) Topic 805, Glimpse uses its best estimates and assumptions to assign Business Combinations (“Topic 805”), using the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures. Domtar has been treated as the acquirer for financial reporting purposes. Under the acquisition method of accounting, the purchase consideration allocated to Resolute’s assets and liabilities for preparation of the tangible Unaudited Pro Forma Financial Information is based upon their estimated preliminary fair values assuming the Merger was completed as of September 30, 2022. The Unaudited Pro Forma Combined Financial Information may differ from the final purchase accounting given that the purchase price is preliminary and intangible subject to finalization of customary closing adjustments and that the identification and measurement of assets acquired and liabilities assumed at the acquisition dateare preliminary and subject to change as detailed valuation studies are finalized. Goodwill as of the acquisition date is measured as the excess of The final purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma accounting adjustments reflected in may be materially different from the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined resultsadjustments. The unaudited proforma condensed combined financial information does Unaudited Pro Forma Combined Financial Information is presented for illustrative purposes only and do not reflect the give effect to any cost of any integration activities savings from operating efficiencies or benefits from the transaction, including potential revenue synergies that may result from the Merger. The Unaudited Pro Forma Combined Financial Information also does not purport to represent what the actual consolidated results of operations of Domtar would have been had the Merger been completed on the dates assumed, nor is it indicative of future consolidated results of operations or the consolidated financial position of the combined company. Any transaction, separation or integration costs will be generated expensed in future periodsthe appropriate accounting periods after completion of the Merger. The Unaudited Pro Forma Combined Financial Information is derived from and should be read in conjunction with (i) the Domtar historical audited consolidated financial statements for the year ended December 31, 2021, and the Domtar historical unaudited consolidated financial statements for the period ended September 30, 2022, and (ii) the Resolute historical audited consolidated financial statements for the year ended December 31, 2021, included elsewhere in this document and the Resolute historical unaudited consolidated financial statements for the period ended September 30, 2022, included elsewhere in this document. All amounts shown in this section are in millions of U.S. dollars and all historical amounts are in accordance with GAAP. The Unaudited Pro Forma Combined Financial Information has been compiled in a manner consistent with the accounting policies adopted by Domtar.

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial information set forth herein is was prepared based upon on the historical financial statements of Ring and the historical consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)Stronghold. The unaudited proforma condensed combined financial information is presented Stronghold Acquisition has been accounted for as if an asset acquisition in accordance with ASC 805. The fair value of the transaction had been completed consideration paid by Ring and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on Ring’s books as of the date of the closing of the Stronghold Acquisition. Additionally, costs directly related to the Stronghold Acquisition are capitalized as a component of the purchase price. The Unaudited Pro Forma Condensed Combined Statements of Operations for the Six Months Ended June 30, 2022 in respect of and the unaudited pro forma condensed combined balance sheet; and July Year Ended December 31, 2021 were prepared assuming the Stronghold Acquisition occurred on January 1, 2021 with respect to 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the unaudited pro forma condensed combined statements of operations for the year ended Stronghold Acquisition had occurred on June 30, 2022. The unaudited pro forma condensed combined financial information is and related notes are presented for informational illustrative purposes only only. If the Stronghold Acquisition and is not necessarily indicative of other transactions contemplated herein had occurred in the past, the Company’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactionsinformation. Glimpse has accounted for the acquisition in this The unaudited pro forma condensed combined financial information using should not be relied upon as an indication of operating results that the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)Company would have achieved if the Stronghold Acquisition and other transactions contemplated herein had taken place on the specified date. In accordance with ASC 805addition, Glimpse uses its best estimates and assumptions to assign fair value to future results may vary significantly from the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments results reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable financial statement of operations and directly attributable to should not be relied upon as an indication of the transaction. Pro forma adjustments reflected in future results the Company will have after the contemplation of the Stronghold Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined statement of operations are based on items financial information. In Ring’s opinion, all adjustments that are factually supportable, directly attributable necessary to present fairly the transaction and expected to have a continuing impact on the combined results. The unaudited proforma pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodshave been made.

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial information set forth herein is statement of operations was prepared based upon on the consolidated historical financial statements of The Glimpse Group, Inc. (“Glimpse” or Hallador and the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)historical carve-out financial statements of the Merom Station. The unaudited proforma condensed combined financial information is presented Merom Station Acquisition was accounted for as if the transaction had been completed on June 30, 2022 an asset acquisition in respect of accordance with ASC 805. Presented in the unaudited pro forma condensed combined balance sheet; and July statement of operations is the impact of the Merom Station Acquisition. Certain acquisition adjustments have been made in order to show the effects of the Merom Station Acquisition in the unaudited pro forma condensed combined statement of operations. Financial results for the period October 1, 2021 with respect 2022 through the Merom Station Acquisition date of October 21, 2022, have been excluded as such amounts were not deemed material to the unaudited pro forma condensed combined statements statement of operations for the year ended June 30, 2022taken as a whole. The unaudited pro forma condensed combined financial information is statement of operations and related notes are presented for informational illustrative purposes only only. If the Merom Station Acquisition and is not necessarily indicative of other transactions contemplated herein had occurred in the combined financial position or past, the Company’s operating results of operations had might have been materially different from those presented in the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using statement of operations. The unaudited pro forma condensed combined statement of operations should not be relied upon as an indication of operating results that the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)Company would have achieved if the Merom Station Acquisition and other transactions contemplated herein had taken place on the specified date. In accordance with ASC 805addition, Glimpse uses its best estimates and assumptions to assign fair value to future results may vary significantly from the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments results reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable statement of operations and directly attributable to should not be relied upon as an indication of the transactionfuture results the Company. Pro forma adjustments reflected in the The unaudited pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the benefits of potential cost of any integration activities savings or benefits from the transaction, including potential synergies costs that may be generated in necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Merom Station Acquisition and, accordingly, does not attempt to predict or suggest future periodsresults. In addition, Xxxxxxxx did not include a transaction accounting adjustment for ASC 842, Leases, for the Merom Station as the adoption of this standard is not expected to be material. In Hallador’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined statement of operations have been made. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 was prepared assuming the Merom Station Acquisition occurred on January 1, 2022.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon statements are provided for illustrative purposes only and are not intended to represent the consolidated results of operations or financial statements position of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability combined company (“BLI”). The unaudited proforma condensed combined financial information is presented as if that would have been recorded had the transaction had merger been completed on June 30, 2022 in respect as of the unaudited pro forma condensed combined balance sheet; dates presented and July 1, 2021 with respect to the unaudited pro forma condensed combined statements should not be taken as representative of future results of operations for or financial position of the year ended June 30, 2022combined company. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is statements do not necessarily indicative of reflect the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative impacts of any anticipated combined financial position potential operational efficiencies, cost savings or future results economies of operations scale that the combined company will experience after may achieve with respect to the completion combined operations of the transactionsCompany and Sidewinder. Glimpse has accounted for Additionally, the acquisition pro forma statements of operations do not include non-recurring expenses or gains and the related tax effects that result directly from the Merger. The Merger represents a change of control as defined under the Company’s 2012 Omnibus Long-Term Incentive Plan, which will result in this the vesting or forfeiture of all of the Company’s outstanding stock-based compensation awards. This will result in a non-cash charge estimated at $2.6 million that is not reflected in these unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)statements. In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date The Merger is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are financial statements using the acquisition method of accounting. As such, the total estimated purchase price as described in Note 3, was measured at the closing date of the Merger using the market price of the Company’s common stock on that date. The assets and liabilities of Sidewinder have been adjusted to fair value based on items various preliminary estimates using assumptions that the Company’s management believes are factually supportable reasonable and directly attributable using information that is currently available. Additional information may become available that could materially affect these estimates. Further, many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the transactionsame facts and circumstances, could develop and support a range of alternative estimated amounts. Pro forma adjustments reflected To the extent these preliminary estimates are refined and revised based on updated information, materially different values may result. An excess of the purchase price over the estimated fair values of identified assets and liabilities will be allocated to goodwill, while a shortfall will be recognized as a bargain purchase gain. Further review of Sidewinder’s accounting policies and financial statement presentation may result in revisions to Sidewinder’s historical presentation and classification to conform to the Company’s presentation and classification. The unaudited pro forma condensed combined statement financial statements should be read in conjunction with the historical financial statements of operations are based the Company and accompanying notes filed in the Company’s Annual Report on items that are factually supportableForm 10-K for the year ended December 31, directly attributable 2017, and the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, as well as Sidewinder’s historical financial statements and accompanying notes included in Exhibit 99.3 of the Company’s Form 8-K filed in July 31, 2018 and Exhibit 99.3 to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.this Form 8-K.

Basis of Presentation. The unaudited pro forma condensed consolidated combined financial information set forth herein is was prepared using the acquisition method of accounting and was based upon on the audited financial statement of the Company and EnerPath as of and for the year ended December 31, 2014. Certain reclassifications were made to the overall presentation of the historical EnerPath consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or to conform to the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)’s presentation. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed consolidated combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements statement of operations for the year ended June 30December 31, 20222014 and the three months ended March 31, 2015 are presented as if the EnerPath acquisition had occurred on January 1, 2014. The unaudited pro forma condensed consolidated combined financial information is presented for informational illustrative purposes only and is not necessarily indicative of the combined consolidated financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactionsoperations. Glimpse has accounted for the acquisition in this The unaudited pro forma condensed consolidated combined financial information using does not include, nor does it assume, any benefits from cost savings or synergies of the acquisition method combined operations or the costs necessary to achieve these cost savings, or synergies, and such differences may be material. The estimated fair values of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at assumed, and the acquisition daterelated tax balances, are based on preliminary estimates and assumptions. Goodwill These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the acquisition date is measured as assets acquired and liabilities assumed, and the excess of purchase consideration over related tax balances. Such changes could result in material variances between the fair value of net tangible Company’s future financial results and identifiable intangible assets acquired. Pro forma adjustments reflected the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items. The unaudited pro forma condensed consolidated combined balance sheet financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2014, its Quarterly Report on Form 10-Q for the three months ended March 31, 2015 and with EnerPath’s historical consolidated financial statements and notes thereto included in the Company’s Current Report on Form 8-K/A to which this document is filed as an exhibit. The acquisition of EnerPath and a preliminary purchase price allocation are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the Balance Sheet in the Form 10-Q as of March 31, 2015. Acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred. The unaudited pro forma condensed consolidated combined statement statements of operations are based on items that are factually supportable, directly attributable to the do not include EnerPath acquisition-related transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodscosts.

Basis of Presentation. The M&M Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value of M&M Business’ assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the preliminary unaudited pro forma condensed combined financial information set forth herein statements is based upon management's preliminary estimates of the consolidated financial statements fair value of The Glimpse Group, Inc. (“Glimpse” or the “Company”) assets acquired and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)liabilities assumed. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect final allocation of the unaudited pro forma condensed combined balance sheet; purchase price will be determined after completion of the M&M Acquisition and July 1determination of the estimated fair value of M&M Business’ assets and liabilities, 2021 with respect and associated tax adjustments. Any adjustments to the unaudited pro forma condensed combined statements of operations for preliminary estimated fair value amounts could have a significant impact on the year ended June 30, 2022. The preliminary unaudited pro forma condensed combined financial information is presented for informational purposes only statements contained herein and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or our future results of operations and financial position. There can be no assurance that such finalization will not result in material changes. Celanese’s and the combined company will experience after M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform M&M Business’ accounting policies to Celanese’s accounting policies. Upon completion of the transactionsM&M Acquisition, or as more information becomes available, Celanese will perform a more detailed review of M&M Business’ accounting policies. Glimpse has accounted As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and M&M Business as of and for the acquisition in this three months ended March 31, 2022 and for the year ended December 31, 2021. All amounts presented within these notes to the preliminary unaudited pro forma condensed combined financial information using the acquisition method of accountingstatements are in millions, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsexcept per share data.

Basis of Presentation. The following unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “CompanyPro Forma Financial Statements”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)give effect to the Acquisition. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended June 30December 31, 20222020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial information is presented for informational purposes only and characteristics of the consolidated companies, it is not necessarily indicative of intended to show how the combined financial position consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations had or financial position for any future date or period. We have included in the transaction occurred as Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future operating results of operations in the historical periods. We believe that the combined company will experience after assumptions utilized to prepare the completion pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions. Glimpse has accounted for transactions and that the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accountingPro Forma Financial Statements are factually supportable, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value give appropriate effect to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as impact of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items events that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on transactions, and reflect those items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined resultscompany’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited proforma condensed combined financial information does not reflect balance sheet as of September 30, 2021. Unaudited Condensed Combined Balance Sheets (US dollars) Historical Note 1 CBAK Energy Technology, Inc. and Subsidiaries Zheijing Hitrans Lithium Battery Technology Co., Ltd and Subsidiaries Intercompany Eliminations Pro Forma Adjustments Pro Forma Combined Assets (see note 3) (see note 5) Current assets Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Liabilities Current liabilities Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Shareholders’ equity Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 126,238,659 27,722,426 124,941,696 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the cost pro forma unaudited condensed combined statement of any integration activities or benefits from operations for the transactionyear ended December 31, including potential synergies that may be generated 2020. Unaudited Pro Forma Condensed Combined Statements of Operations (US dollars, except per share data) Historical CBAK Energy Technology, Inc. and Subsidiaries Zheijing Hitrans Lithium Battery Technology Co., Ltd Intercompany Eliminations Pro Forma Adjustments Pro Forma Combined US$’000 US$’000 (see note 3) (see note 6) US$’000 Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in future periodsfair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Unaudited Pro Forma Condensed Combined Statements of Operations (US dollars, except per share data) Historical CBAK Energy Technology, Inc. and Subsidiaries Zheijing Hitrans Lithium Battery Technology Co., Ltd Intercompany Eliminations Pro Forma Adjustments Pro Forma Combined (see note 3) (see note 6) Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). XxxXxxx has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the merger and the PIPE Investment. The unaudited pro forma condensed combined balance sheet as of December31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on January 1, 2020. 58 Management has made significant estimates and assumptions in its determination of the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these estimates, the final amounts recorded may differ materially from the information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The unaudited pro forma condensed combined financial information set forth herein is based upon does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the consolidated financial statements of The Glimpse Groupmerger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, Inc. (“Glimpse” no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)as otherwise specified. The unaudited proforma pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Trust Account, and thus the full amount held in the Trust Account as of closing is presented as if available for the transaction had been completed merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in the Trust Account. Under the merger agreement, it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price of $10.05 (due to investment related gains in the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on June 30the Cash Consideration paid to the sellers in connection with the merger such that the cash outflows under either redemption scenario are the same. Additionally, 2022 any redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in respect the Stock Consideration paid to the sellers in connection with the merger. The difference in the relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the unaudited pro forma condensed combined balance sheet; financial information would be the same, and July 1as such, 2021 with respect to the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with: • the audited historical financial statements of operations XxxXxxx as of and for the year ended June 30December31, 20222020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and 59 • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to XxxXxxx and Katapult included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is presented for informational illustrative purposes only and is not necessarily indicative of what the combined financial position or actual results of operations and financial position would have been had the transaction occurred as of merger and PIPE Investment taken place on the dates indicated, nor is it meant to be are they indicative of any anticipated combined financial position or the future consolidated results of operations that or financial position of the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodscompany.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon Pro Forma Statements have been derived from the historical audited consolidated financial statements of The Glimpse GroupVerso included in our Annual Report on Form 10-K for the year ended December 31, Inc. (“Glimpse” 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to For the unaudited pro forma condensed combined statements of operations for operations, depreciation, amortization, and depletion expense has been conformed to the year ended June 30, 2022Verso presentation. The unaudited pro forma condensed combined financial information is presented reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by Verso or NewPage. The reclassifications also did not impact the historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting policy for informational purposes only inventory valuation of Last in First Out (“LIFO”) and Verso’s accounting policy of First in First Out (“FIFO”) is not necessarily indicative expected to have a significant impact on cost of products sold, therefore no adjustment has been reflected in the combined financial position or results accompanying Pro Forma Statements for conforming the accounting policy of operations had NewPage to Verso’s policy. The NewPage acquisition is reflected in the transaction occurred Pro Forma Statements as an acquisition of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information NewPage by Verso using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)business combination accounting guidance under GAAP. In accordance with ASC 805Under these accounting standards, Glimpse uses its best estimates the total estimated purchase price has been allocated as described in Note 4 to the Pro Forma Statements, and assumptions to assign the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value to of the tangible and intangible assets acquired and liabilities assumed at assumed, Verso has applied the acquisition dateaccounting guidance under GAAP for fair value measurements. Goodwill Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the acquisition date is measured as the excess of purchase consideration over the measurement date. The fair value of net tangible measurements utilize estimates based on key assumptions in connection with the NewPage acquisition, including historical and identifiable intangible assets acquiredcurrent market data. Pro The pro forma information is based on the assumptions, adjustments reflected and eliminations described in the accompanying notes to the unaudited pro forma combined condensed combined balance sheet are based on items financial statements. Although management believes that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsaccompanying Pro Forma Statements.

Basis of Presentation. The unaudited Unaudited Condensed Pro Forma Combined Consolidated Balance Sheet and explanatory notes as of December 31, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, using the acquisition method of accounting and giving effect to the related pro forma condensed combined financial information set forth herein is based upon adjustments described in the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or accompanying Notes to the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect Unaudited Condensed Pro Forma Combined Consolidated Statements of the unaudited pro forma condensed combined balance sheet; Operations and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations explanatory notes for the year ended June 30December 31, 2022. The unaudited 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving effect to the merger as if the merger had become effective at the beginning of such year, using the acquisition method of accounting and giving effect to the pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of adjustments described in the combined financial position or results of operations had accompanying Notes to the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactionsUnaudited Condensed Pro Forma Combined Consolidated Financial Statements. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using Under the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)the assets and liabilities of FNBB will be recorded at the respective fair values on the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. In accordance with ASC 805, Glimpse uses its The fair value on the merger date represents management’s best estimates based on available information and assumptions to assign fair value to facts and circumstances in existence on the tangible and intangible assets acquired and liabilities assumed at the acquisition merger date. Goodwill as Although the purchase price is indicative of the acquisition date is measured as actual purchase price, the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro pro forma adjustments reflected in the unaudited pro forma condensed combined financial information is subject to change and may vary from the actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may include, but not be limited to, changes in (i) FNBB’s balance sheet through the effective time of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are based on items that in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined. In addition, certain anticipated nonrecurring costs associated with the merger such as professional fees, legal fees and conversion-related expenditures are factually supportable and directly attributable to the transaction. Pro forma adjustments not reflected in the pro forma condensed combined statement statements of operations are based on items that are factually supportableoperations. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, directly attributable for purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the year ended December 31, 2017, TriCo assumed no adjustments to the transaction historical amounts of FNBB’s provisions for credit losses. If such adjustments were estimated, there could be an increase or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In addition, the fair value of the loan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, as the fair value also takes into account an interest and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsliquidity component.

Basis of Presentation. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, TSIA will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on evaluation of the following facts and circumstances: (i) Latch’s shareholders will have majority of the voting power under both the no redemption and maximum redemption scenarios; (ii) Latch will appoint the majority of the board of directors of the Post Combination Company; (iii) Latch’s existing management will comprise the management of the Post Combination Company; (iv) Latch will comprise the ongoing operations of the Post Combination Company; (v) Latch is the larger entity based on historical revenues and business operations; and (vi) the Post-Combination Company will assume Xxxxx’s name. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Latch issuing shares for the net assets of TSIA, accompanied by a recapitalization. The net assets of TSIA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Latch. The unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2020 assumes that the Business Combination occurred on December 31, 2020. The unaudited Pro Forma Condensed Combined Statement of operations for the year ended December 31, 2020 presents the pro forma effect of the Business Combination as if it had been completed on January 1, 2020. These periods are presented on the basis of Latch as the accounting acquirer. The unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2020 has been prepared using, and should be read in conjunction with, the following: • XXXX’s audited Balance Sheet as of December 31, 2020 and the related notes for the period ended December 31, 2020, included elsewhere in this proxy statement/prospectus; and • Xxxxx’s audited Consolidated Balance Sheet as of December 31, 2020 and the related notes for the year ended December 31, 2020, included elsewhere in this proxy statement/prospectus. The unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction, with the following: • XXXX’s audited Statement of Operations for the period from September 18, 2020 (inception) through December 31, 2020 and the related notes, included elsewhere in this proxy statement/prospectus; and • Xxxxx’s audited Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2020 and the related notes, included elsewhere in this proxy statement/prospectus. Management has made significant estimates and assumptions in its determination of the pro forma adjustments (“Transaction Accounting Adjustments”). As the unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had has been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are prepared based on items that are factually supportable and directly attributable to these preliminary estimates, the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits final amounts recorded may differ materially from the transaction, including potential synergies that may be generated in future periodsinformation presented.

Basis of Presentation. The following unaudited pro forma condensed combined financial information set forth herein is based upon has been prepared in accordance with Article 11 of Regulation S-X, as amended by the consolidated final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Management has elected not to present management’s adjustments and has only presented transaction accounting adjustments in the unaudited pro forma condensed combined financial statements of The Glimpse Groupstatements. VBL and Notable have not had any historical relationship prior to the Merger. Accordingly, Inc. (“Glimpse” or no pro forma adjustments were required to eliminate activities between the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)companies. The unaudited proforma pro forma combined balance sheet data as of September 30, 2023 assumes that the Merger took place on September 30, 2023 and combines the VBL and Notable historical balance sheets as of September 30, 2023. The unaudited pro forma condensed combined financial information is presented as if statement of operations assumes that the transaction had been completed Merger took place on June January 1, 2022 and combines the historical results of VBL and Notable for the nine months ended September 30, 2022 in respect of 2023 and for the year ended December 31, 2022. Additionally, the unaudited pro forma condensed combined balance sheet; sheet and July 1, 2021 with respect statements of operations reflect the other transactions that will have occurred at or prior to the completion of the Merger. The Merger in these unaudited pro forma condensed combined financial statements is a reverse asset acquisition that has been accounted for as a reverse recapitalization, equivalent to Notable issuing stock for the net assets of VBL, in accordance with ASC 805, because at the closing of the Merger, the primary pre-combination assets of VBL will be cash and cash equivalents. VBL will be treated as the acquired company for accounting purposes, whereas Notable will be treated as the accounting acquirer. The net assets of VBL will be stated at fair value, which approximates carrying value, with no goodwill or other intangible assets recorded, and the historical results of operations prior to the Merger will be those of Notable. The historical financial statements of operations for the year ended June 30, 2022VBL and Notable have been adjusted to give effect to unaudited pro forma events. The unaudited pro forma condensed combined financial information is presented for informational purposes only statements also give effect to other transactions described below that are not directly attributable to the Merger but are deemed relevant to the pro forma financial position and is not necessarily indicative operations of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquiredcompanies. Pro forma adjustments reflected related to the Notable Pre-Closing Financing for aggregate cash proceeds of approximately $2.7 million reflects the additional issuance of Notable preferred stock as part of the $10.3 million Notable Pre-Closing Financing that was completed immediately upon the closing of the Merger as a condition to the Merger Agreement. The shares of Notable preferred stock in the Notable Pre-Closing Financing (including those issued upon cancellation of the Series D SAFEs) were converted into Ordinary Shares as part of the Exchange Ratio at the Effective Time of the Merger. To the extent there are significant changes to the business following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma condensed combined balance sheet financial statements could change significantly. Accordingly, the pro forma adjustments are based on items subject to further adjustments as additional information becomes available and as additional analyses are conducted following the completion of the Merger. There can be no assurances that are factually supportable and directly attributable these additional analyses will not result in material changes to the transaction. Pro forma adjustments reflected in the unaudited pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsstatements.

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial information set forth herein is statements were prepared based upon on the historical consolidated financial statements of The Glimpse GroupVital, Inc. (“Glimpse” or the “Company”) Maple, Hxxxx, Tall City, Forge and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)Driftwood. The Forge Acquisition and Driftwood Acquisition have been accounted for as an asset acquisition in accordance with ASC 805. The Maple Acquisition, Hxxxx Acquisition and Tall City Acquisition have been assumed to be asset acquisitions in accordance with ASC 805 for purposes of these unaudited proforma pro forma condensed combined financial statements. The fair value of the consideration paid by Vital for the Acquisitions and allocation of that amount to the underlying assets acquired were allocated on a relative fair value basis. Additionally, costs directly related to the Acquisitions are assumed to be capitalized as a component of the purchase price. Certain of the historical amounts for the Acquisitions have been reclassified to conform to the financial statement presentation of Vital. Additionally, adjustments have been made to the historical financial information is presented of Maple, Hxxxx, Tall City, Forge and Driftwood to remove certain assets and liabilities retained by the sellers in each separate transaction. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2023 gives effect to the Maple Acquisition, Hxxxx Acquisition and Tall City Acquisition as if the transaction they had been completed on June 30, 2022 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in respect the historical unaudited condensed consolidated balance sheet of Vital at June 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the unaudited pro forma condensed combined balance sheet; six months ended June 30, 2023 and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30December 31, 2022 give effect to Acquisitions as if they been completed on January 1, 2022. The unaudited pro forma condensed combined financial information is and related notes are presented for informational illustrative purposes only only. If the Acquisitions and is not necessarily indicative of other transactions contemplated herein had occurred in the past, Vxxxx’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactionsinformation. Glimpse has accounted for the acquisition in this The unaudited pro forma condensed combined financial information using should not be relied upon as an indication of operating results that Vital would have achieved if the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)Acquisitions and other transactions contemplated herein had taken place on the specified dates. In accordance with ASC 805addition, Glimpse uses its best estimates and assumptions to assign fair value to future results may vary significantly from the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments results reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable financial statement of operations and directly attributable to should not be relied upon as an indication of the transaction. Pro forma adjustments reflected in future results Vital will have after the contemplation of the Acquisitions and the other transactions contemplated by the unaudited pro forma condensed combined statement of operations are based on items financial information. In Vital’s opinion, all adjustments that are factually supportable, directly attributable necessary to present fairly the transaction and expected to have a continuing impact on the combined results. The unaudited proforma pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodshave been made.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon statements have been derived from the historical consolidated financial statements of The Glimpse GroupRovi and TiVo. Certain financial statement line items included in the historical financial statements have been disaggregated, Inc. (“Glimpse” condensed or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 classified differently to provide consistent presentation in respect of the unaudited pro forma condensed combined balance sheet; financial statements. In addition, where Rovi and July 1TiVo have different financial statements presentations, 2021 with respect Xxxx has made adjustments to the unaudited pro forma condensed combined statements of operations conform TiVo’s presentation to Rovi’s presentation. See Note 3 for the further details. Rovi has a fiscal year ended June 30that ends on December 31, 2022whereas XxXx has a fiscal year that ends on January 31. The unaudited pro forma condensed combined financial information is presented statements have been prepared using the acquisition method of accounting. Rovi has been treated as the acquirer in the mergers for informational purposes only accounting purposes. Under the acquisition method of accounting, purchase consideration to be delivered by New Parent to complete the TiVo Merger will generally be allocated to the assets acquired and is not necessarily indicative liabilities assumed based on their fair value at the acquisition date. Rovi has made significant estimates and assumptions in determining the preliminary fair value of the combined financial position or results of operations had the transaction occurred as assets acquired and liabilities assumed. These preliminary fair value estimates are based on key assumptions of the dates indicatedacquisition. Accordingly, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted pro forma reclassifications and adjustments are preliminary, have been made solely for the acquisition in this purpose of providing unaudited pro forma condensed combined financial information using statements and are subject to change based on further review of the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to of the tangible and intangible assets acquired and liabilities assumed at assumed. Final amounts recorded for the acquisition date. Goodwill as of mergers may differ materially from the acquisition date is measured as the excess of purchase consideration over the preliminary fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected estimates presented in the unaudited pro forma condensed combined balance sheet are based financial statements, and such differences could have a material impact on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the accompanying unaudited pro forma condensed combined statement financial statements and the combined company’s future results of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined resultsfinancial position. The unaudited proforma pro forma condensed combined financial information does statements do not reflect the cost of any integration activities revenue enhancements or benefits from the transactionanticipated synergies, including potential synergies operating efficiencies or cost savings that may be generated in future periodsassociated with the mergers, nor do they reflect the costs necessary to achieve any revenue enhancements, anticipated synergies, operating efficiencies or cost savings.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is has been prepared based upon historical financial information of Merger Sub and Domtar, giving effect to the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) Merger and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)related financing transactions and other related adjustments described in these footnotes. The This unaudited proforma pro forma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect not necessarily indicative of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements results of operations for that would have been achieved had the year ended June 30, 2022Merger actually taken place at the dates indicated and does not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial information is presented for informational purposes only should be read in conjunction with the historical financial statements of Domtar and is not necessarily indicative of the combined financial position or results of operations had notes thereto, included in the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted Domtar Corporation Annual Report on Form 10-K for the acquisition fiscal year ended December 31, 2020 and Quarterly report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commissionn.. All amounts shown in this section are in U.S. dollars and all historical amounts are also in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by the Parent. The Merger has been accounted for using the acquisition method of accounting, accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 (“ASC”) 805, Business Combinations. Parent’s management has determined that Merger Sub is the “acquirer” (for financial accounting purposes. The resulting goodwill and other intangible assets are accounted for under FASB ASC 350 “ASC 805’’)Intangibles – Goodwill and other”. In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value The total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as based on management’s preliminary estimates of the acquisition date is measured as the excess of purchase consideration over the their fair value as at September 30, 2021. Changes are expected as valuations of net certain tangible and identifiable intangible assets acquiredand liabilities are finalized. Pro forma adjustments As a result, actual fair values of assets acquired and liabilities assumed, the goodwill generated as well as related operating results, including actual depreciation and amortization expense, could differ materially from those reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable financial information included herein. If the fair value of the acquired assets is higher than the preliminary values above, it may result in higher amortization and directly attributable to the transaction. Pro forma adjustments reflected depreciation expense than is presented in the these unaudited pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined resultsoperations. The unaudited proforma pro forma condensed combined financial information statement of earnings does not reflect operational and administrative cost savings or synergies as a result of the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsMerger as none are anticipated at this time.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon Merger will be accounted for as a business combination by HealthEquity using the consolidated financial statements acquisition method of The Glimpse Group, Inc. accounting under the provisions of Accounting Standards Codification (“Glimpse” or the “CompanyASC”) and Brightline InteractiveTopic 805, LLCBusiness Combinations, a Virginia limited liability company (“BLI”)under GAAP. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using Under the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value the total estimated purchase price of an acquisition is allocated to the net tangible and intangible assets acquired and liabilities assumed at the acquisition datebased on their estimated fair values. Goodwill as Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of the acquisition date is measured as estimated purchase price to the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquiredacquired and liabilities assumed is based on various preliminary estimates. Pro Accordingly, the pro forma adjustments reflected contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the unaudited pro forma combined condensed combined balance sheet are based on items financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that are factually supportable and directly attributable would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the transaction. Pro forma adjustments reflected in the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined statement condensed statements of operations are based on items that are factually supportableincome, directly attributable to including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the transaction and expected to have a continuing nature of the changes, the impact on the unaudited pro forma combined resultsfinancial statements could be material. The unaudited proforma pro forma combined condensed combined financial information statements are presented for informational purposes only and does not reflect purport to represent what our results of operations or financial condition would have been had the cost Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsdate.

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical financial statements of Xxxxxxxx and the historical carve-out financial statements of Merom Station. The Merom Plant Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on Hallador’s books as of the date of the closing of the Merom Plant Acquisition. Additionally, costs directly related to the Merom Plant Acquisition are capitalized as a component of the purchase price. Presented in the unaudited pro forma condensed combined financial statements is the impact of the Merom Plant Acquisition. Certain transaction accounting adjustments have been made in order to show the effects of the acquisition in the unaudited pro forma condensed combined financial statements. The accounting adjustments related to the Merom Plant Acquisition are preliminary and based on estimates of the purchase consideration and estimates of fair value and useful lives of the assets acquired and liabilities assumed. The final allocation will be determined when Hallador has obtained and verified all required data necessary to perform the detailed valuations and calculations to reflect the final relative fair value at the acquisition date. The final allocation is expected to be completed when Hallador files its report on Form 10-K for the year ended December 31, 2022. The final allocation could differ materially from the preliminary allocation used in the transaction accounting adjustments due to (1) changes in the fair value of the Merom Plant; (2) changes in the fair value of contract assets and contract liabilities; or (3) other changes to assets or liabilities. The unaudited pro forma condensed combined financial information set forth statements and related notes are presented for illustrative purposes only. If the Merom Plant Acquisition and other transactions contemplated herein is based upon had occurred in the consolidated financial statements of The Glimpse Grouppast, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is ’s operating results might have been materially different from those presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; financial statements. The unaudited pro forma condensed combined financial statements should not be relied upon as an indication of operating results that the Company would have achieved if the Merom Plant Acquisition and July 1other transactions contemplated herein had taken place on the specified date. In addition, 2021 with respect to future results may vary significantly from the results reflected in the unaudited pro forma condensed combined statements financial statement of operations for and should not be relied upon as an indication of the year ended June 30, 2022future results the Company will have after the contemplation of the Merom Plant Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information is presented does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Merom Plant Acquisition and, accordingly, does not attempt to predict or suggest future results. In addition, Xxxxxxxx did not included a transaction accounting adjustment for informational purposes only and ASC 842, Leases, for the Merom Plant as the adoption of this standard is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant expected to be indicative of any anticipated combined financial position or future results of operations material. In Hallador’s opinion, all adjustments that are necessary to present fairly the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using have been made. The Unaudited Pro Forma Condensed Combined Statements of Operations for the acquisition method of accountingSix Months Ended June 30, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)2022 and the Year Ended December 31, 2021 were prepared assuming the Merom Plant Acquisition occurred on January 1, 2021. In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the acquisition date is measured as the excess Merom Plant Acquisition had occurred on June 30, 2022. Table of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.Contents

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial information set forth herein is statements were prepared based upon on the historical consolidated financial statements of The Glimpse GroupVital, Inc. (“Glimpse” or the “Company”) Maple, Hxxxx, Tall City, Grey Rock, Forge and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)Driftwood. The unaudited proforma condensed combined financial information is presented Forge Acquisition and Driftwood Acquisition have been accounted for as if the transaction had asset acquisitions in accordance with ASC 805. The Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition have been completed on June 30, 2022 assumed to be asset acquisitions in respect accordance with ASC 805 for purposes of the these unaudited pro forma condensed combined balance sheet; financial statements. The fair value of the consideration paid by Vital for the Maple Acquisition, Tall City Acquisition and July 1, 2021 with respect Grey Rock Acquisition will be allocated to the underlying assets acquired on a relative fair value basis. Additionally, costs directly related to the Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition are assumed to be capitalized as a component of the purchase price. The Hxxxx Xxxxxxxxxxx has been assumed to be a business combination for purposes of these unaudited pro forma condensed combined financial statements under ASC 805. The assets acquired and liabilities assumed are recorded at their respective fair values as of operations the closing date. Any transaction costs were expensed as incurred in accordance with ASC 805. Certain of the historical amounts for the Acquisitions have been reclassified to conform to the financial statement presentation of Vital. Additionally, adjustments have been made to the historical financial information Maple, Hxxxx, Tall City, Grey Rock, Forge and Driftwood to remove certain assets and liabilities retained by the sellers in each separate transaction. The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023 gives effect to the Maple Acquisition, Hxxxx Acquisition, Tall City Acquisition and Grey Rock Acquisition as if they had been completed on September 30, 2023. The Forge Acquisition and Driftwood Acquisition were completed prior to September 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at September 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2023 and the year ended June 30December 31, 2022 give effect to Acquisitions as if they been completed on January 1, 2022. The unaudited pro forma condensed combined financial information is and related notes are presented for informational illustrative purposes only only. If the Acquisitions and is not necessarily indicative of other transactions contemplated herein had occurred in the past, Vxxxx’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactionsinformation. Glimpse has accounted for the acquisition in this The unaudited pro forma condensed combined financial information using should not be relied upon as an indication of operating results that Vital would have achieved if the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)Acquisitions and other transactions contemplated herein had taken place on the specified dates. In accordance with ASC 805addition, Glimpse uses its best estimates and assumptions to assign fair value to future results may vary significantly from the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments results reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable financial statement of operations and directly attributable to should not be relied upon as an indication of the transaction. Pro forma adjustments reflected in future results Vital will have after the contemplation of the Acquisitions and the other transactions contemplated by the unaudited pro forma condensed combined statement of operations are based on items financial information. In Vital’s opinion, all adjustments that are factually supportable, directly attributable necessary to present fairly the transaction and expected to have a continuing impact on the combined results. The unaudited proforma pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodshave been made.

Basis of Presentation. The unaudited pro forma condensed combined consolidated financial information set forth herein presented here is based upon on the historical consolidated financial statements information of The Glimpse Group, Inc. (“Glimpse” or the “Company”) VASCO and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022Silanis. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of consolidated operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this nine months ended September 30, 2015 and year ended December 30, 2014 assume the Acquisition occurred January 1, 2014. The unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill consolidated balance sheet as of September 30, 2015 assumes the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquiredAcquisition was completed on that date. Pro forma adjustments reflected in the unaudited pro forma condensed combined consolidated balance sheet are based on items that are factually supportable and directly attributable to the transactionproposed Acquisition and factually supportable. Pro forma adjustments reflected in the unaudited pro forma condensed combined statement consolidated statements of operations are based on items that are factually supportable, directly attributable to the transaction proposed Acquisition, factually supportable, and expected to have a continuing impact on VASCO. Historical financial information of Silanis represents the combined resultscombination of STI and SIL. Inter-company transactions are eliminated. The unaudited proforma condensed combined functional currency of STI is U.S. Dollars. The functional currency of SIL is British Pounds. Assets and liabilities of SIL are translated into U.S. Dollars using currency exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the period. Certain historical financial information does of Silanis been adjusted to conform to the historical presentation in VASCO’s consolidated financial statements for purposes of preparation of the unaudited pro forma condensed consolidated financial information At this time, XXXXX has not completed detailed valuation analyses to determine the fair values of Silanis’ assets and liabilities. Accordingly, the unaudited pro forma condensed consolidated financial information includes a preliminary allocation of the purchase price based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to changes, which may be material. Additionally, VASCO has not yet completed its due diligence necessary to identify all of the adjustments required to conform Silanis’ accounting policies to VASCO’s or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in preparation of this unaudited pro forma condensed consolidated financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the recorded book values of Silanis’ assets and liabilities, including, but not limited to, technology, non-compete agreements, customer relationships, patents, trademarks and other intangible assets that will give rise to future amounts of depreciation and amortization expense that are not reflected in the information contained in this unaudited pro forma condensed consolidated financial information. Accordingly, once the necessary due diligence has been completed and the purchase price allocation has been completed, actual results may differ materially from the information presented in this unaudited pro forma condensed consolidated financial information. Additionally, the unaudited pro forma condensed consolidated statements of operations do not reflect the cost of any integration activities or benefits from the transaction, including potential Acquisition and synergies that may be generated derived from any integration activities, both of which may have a material effect on the consolidated results of operations in future periodsperiods following the completion of the Acquisition.

Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon was prepared in accordance with U.S. GAAP and pursuant to the consolidated financial statements rules and regulations of Article 11 of Regulation S-X. The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; sheet as of December 31, 2022 was prepared using the historical consolidated balance sheets of Imara and July 1, 2021 with respect to the unaudited pro forma condensed combined statements Enliven as of operations for the year ended June 30December 31, 2022. The unaudited pro forma condensed combined financial information statement of operations for the year ended December 31, 2022 was prepared using the historical statements of operations and comprehensive loss of Imara and Enliven for the year ended December 31, 2022 and gives effect to the Merger as if it occurred on January 1, 2022. For accounting purposes, Enliven is presented considered to be the acquirer, and the Merger was accounted for informational purposes only and is not necessarily indicative as a reverse recapitalization of Imara by Enliven because upon the closing of the combined financial position or results Merger, the pre-combination assets of operations had Imara are expected to be primarily cash. Under reverse recapitalization accounting, the transaction occurred assets and liabilities of Imara will be recorded, as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion date of the transactionsMerger, at their fair value. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and No goodwill or intangible assets acquired will be recognized and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the any excess of purchase consideration transferred over the fair value of the net tangible assets of Imara, following determination of the actual purchase consideration for Imara will be reflected as a reduction to additional paid-in capital. Consequently, the financial statements of Enliven reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and identifiable intangible assets acquireda recapitalization of the equity of the accounting acquirer. Pro The accompanying unaudited pro forma combined financial information is derived from the historical financial statements of Imara and Enliven, and includes adjustments reflected to give pro forma effect to reflect the accounting for the transaction in accordance with U.S. GAAP. The historical financial statements of Enliven shall become the historical financial statements of the combined company. To the extent there are significant changes to the business following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transactionconsolidated financial information could change significantly. Pro forma adjustments reflected in Accordingly, the pro forma condensed combined statement adjustments are subject to further adjustment as additional information becomes available and as additional analyses are conducted following the completion of operations are based on items the Merger. There can be no assurances that are factually supportable, directly attributable these additional analyses will not result in material changes to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost estimates of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsfair value.