Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
09 Januar 2023 - 10:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of January
2023
Commission File Number:
001-41353
Genius Group Limited
(Translation of registrant’s name into English)
8 Amoy Street, #01-01
Singapore 049950
(Address of principal executive offices)
Indicate by check mark
whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨.
Note: Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨.
Note: Regulation
S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is
incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release,
is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has
already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED
IN THIS FORM 6-K REPORT
Entry into Non-Binding Term Sheet for US$7.5 Million Share Subscription
and Purchase Agreement
On
January 9, 2023, Genius Group Limited, a Singapore public limited company, announced that it has entered into a non-binding term sheet
with Global Corporate Finance for up to US$7.5 million of at-the-market financing (the “ATM Financing Commitment”). The ATM
Financing Commitment is subject to final due diligence, certain customary closing conditions and the parties entering into a definitive
binding agreement which is expected to be entered into within 30 days.
A
copy of the press release announcing the entry into the non-binding term sheet is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
Exhibit
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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GENIUS GROUP LIMITED |
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Date: January 9, 2023 |
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By: |
/s/ Roger James Hamilton |
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Name: |
Roger James Hamilton |
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Title: |
Chief Executive Officer and Chairman |
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(Principal Executive Officer) |
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