Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
11 August 2023 - 1:00PM
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 August, 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 ☒ 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.
This
Report on Form 6-K incorporates by reference the exhibit attached hereto which was released by the Company on the date specified in the
exhibit list.
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.
|
GENIUS
GROUP LIMITED |
|
|
|
Date:
August 11, 2023 |
|
|
|
By: |
/s/
Roger James Hamilton |
|
Name: |
Roger
James Hamilton |
|
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer) |
Exhibit
99.1
Genius
Group Announces Annual Report Is Available to Shareholders
SINGAPORE,
August 11, 2023 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading
entrepreneur edtech and education group, announces that Genius Group’s annual report was filed with the SEC on June 6, 2023 and
is available on the Company’s investor relations website at https://ir.geniusgroup.net/. Shareholders have the ability to receive
a hard copy of the company’s complete audited financial statements free of charge upon request.
About
Genius Group
Genius
Group is a world leading entrepreneur Edtech and education group, with a mission to disrupt the current education model with a student-centered,
life-long learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s
market. The group has a group user base of 4.5 million users in 200 countries, ranging from early age to 100.
Investor
Notice
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties
and forward-looking statements described in our most recent Annual Report on Form 20-F, as amended for the fiscal year ended December
31, 2022, filed with the SEC on June 6, 2023 and August 3, 2023. If any of these risks were to occur, our business, financial condition
or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all
of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to
us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not
be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Forward-Looking
Statements” below.
Forward-Looking
Statements
Statements
made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,”
“will,” “plan,” “should,” “expect,” “anticipate,” “estimate,”
“continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and
uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve
factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue
reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors
under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by
the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events, new information or otherwise.
Contacts
Investors:
Flora
Hewitt, Vice President of Investor Relations and Mergers and Acquisitions
Email:
investor@geniusgroup.net
Media
Contacts:
Adia
PR
Email:
gns@adiapr.co.uk
US
Investors:
Dave
Gentry
RedChip
Companies Inc
1-800-RED-CHIP
GNS@redchip.com
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