NASDAQ: BTLN

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

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

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

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

4

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

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

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

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

Sales
and Marketing

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

Business
Cycles

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

5

Research,
Development and Engineering

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

Information
Technology

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

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

Competition

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

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

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

Key Business Developments
During and Subsequent to Fiscal Year 2026

Recent
Business Developments

Swarmer
Partnership

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

CSCI
/ LIFTOff Louisiana Teaming Agreement

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

6

George
Mason Partnership

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

SpatialCore
Contracts

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

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

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

Securities
Purchase Agreement

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

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

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

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

Leadership
Changes

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

7

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

Nasdaq
Ticker Symbol and Corporate Name Change

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

At-The-Market
Offering

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

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

Nasdaq
Notice

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

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

8

Intellectual
Property

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

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

Issued
Patents

Name

Entity

Filing
Date*

US
Patent #

MARKER-BASED
POSITIONING OF SIMULATED REALITY

Sector
5 Digital LLC

4/23/2020

16/856,916

AUGMENTED
REALITY GEOLOCATION USING IMAGE MATCHING

Sector
5 Digital LLC

8/22/2018

16/108,830

SYSTEM
FOR SHARING USER-GENERATED CONTENT

The
Glimpse Group, Inc.

6/12/2019

16/439,280

SIMULATED
REALITY TRANSITION ELEMENT LOCATION

The
Glimpse Group, Inc.

6/15/2020

16/901,830

IMMERSIVE
ECOSYSTEM

Brightline
Interactive, LLC

6/4/2024

12/002,180

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

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

Name

Entity

Filing
Date

US
Patent #

AUDIO
PROCESSING IN A VIRTUAL ENVIRONMENT

Foretell
Studios, LLC

6/15/2022

17/841,258

REAL-TIME
VISUALIZATION OF HEAD MOUNTED DISPLAY USER REACTIONS

Foretell
Studios, LLC

4/6/2022

17/714,953

DISPOSITIONAL
AFFECT FOR VIRTUAL CHARACTER INTERACTIONS IN VR APPS

The
Glimpse Group, Inc.

6/13/2023

18/401,868

BE
ANYONE AND ANYTHING

Foretell
Studios, LLC

12/13/2022

18/401,879

CONTROLLED
NON-HUMAN CONVERSATION FLOW IN VR

The
Glimpse Group, Inc.

4/3/2023

63/456,571

ROBO
DIRECTOR

Sector
5 Digital, LLC

11/15/2024

63/730,039

SYSTEM
FOR USING CONTEXT AWARE INTERACTIONS WITHIN 3D ENVIRONMENTS

Foretell
Studios, LLC

3/25/2025

63/777,080

METHOD
FOR VERIFYING OWNERSHIP AND HUMAN PRESENCE IN A VIRTUAL EXPERIENCE

Foretell
Studios, LLC

2/28/2025

63/764,699

SYSTEM
FOR COMMERCIALLY DRIVEN AI RESPONSE MODIFICATIONS USING ADAPTIVE FILTER TECHNOLOGY

Foretell
Studios, LLC

3/25/2025

63/777,084

AUGMENTING
MIXED REALITY EXPERIENCES WITH CONTEXTUAL VIRTUAL ASSETS SYSTEM

Sector
5 Digital, LLC

6/10/2025

63/821164

SYSTEM
THAT USES AI TO ANALYZE A USER’S AFFECT, MEASURED BY REFERENCING SUCH THINGS AS BODY MOTION, POSTURE, FACIAL EXPRESSION, VOICE,
ETC. AND CALCULATES AN EVALUATION OF THIS DATA WHEN COMPARED TO A RUBRIC.

Foretell
Studios, LLC

6/2/2025

63/816,086

METHOD
OF ISSUANCE OF ADAPTIVE AWARDS BASED ON AI RECOGNITION OF HUMAN ACHIEVEMENTS

Foretell
Studios, LLC

5/22/2025

63/810,572

METHODOLOGY
FOR TRAINING AI TO READ ATTITUDINAL AFFECT

The
Glimpse Group, Inc.

6/10/2025

63/821,154

9

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

Economic
Dependence

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

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

Human
Capital

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

Corporate
Information

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

10

Discontinued
Operations

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

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