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 17, 2023 |
|
|
|
By: |
/s/
Roger James Hamilton |
|
Name: |
Roger
James Hamilton |
|
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer) |
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315223029246/ex99-1_001.jpg)
Genius
Group Hosted Virtual Investor Update
with
CEO Roger Hamilton
SINGAPORE,
August 17, 2023 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading
entrepreneur edtech and education group, announces that it hosted its virtual investor meeting today Thursday, August 17, 2023, with
its Chief Executive Officer, Roger Hamilton. The recording and the script of the call are both available on the Genius Group’s
Investor Relations website.
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
Exhibit
99.2
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315223029246/ex99-2_001.jpg)
Online
Retail Investor Metting
August
17, 2023
CORPORATE
PARTICIPANTS
Roger
Hamilton, Chairman and Chief Executive Officer
Flora
Hewitt, VP of Investor Relations and Mergers & Acquisitions
PRESENTATION
Roger
Hamilton
Good
morning, and a warm welcome to all attendees of our August Investor meeting with Genius Group. I am Roger Hamilton, serving as both the
CEO and Chairman of Genius Group.
Our
last investor meeting was on June 28 and we know that it has been more than a month since our last meeting but we delayed this meeting
by a couple of weeks to ensure that we could discuss substantial updates on the spin off of Entrepreneur Resorts after having released
the relevant press releases to the market. We are holding this meeting as we have endeavored to do in the ordinary course of our business
to recap already publicly available information for our shareholders. This meeting is not being held for promotional purposes, and nothing
stated during this meeting may be construed as a solicitation of or an offer to purchase our securities.
As
we have investors from all over the world, first I would like to ask everyone who is watching this livestream to post in the comment
section by saying “hello” and say in which city you are in. I am personally at Vision Villa Resort, our Entrepreneur Resorts
hotel in Bali, where we are preparing for the Entrepreneur Resorts spinoff, as well as mapping out our GeniusU product strategy with
our product team.
It
is great to see that we have people from all over the world this is really exciting to see everyone come together here.
In
this meeting I will be providing an update on the already publicly available Genius Group news from the appointment of new senior management,
progress on the spinoff of ERL and updates on our M&A and legal activities.
Starting
with new senior appointments, a few weeks ago, we welcomed two exceptional individuals to our executive teams, marking a significant
step forward for our organization.
Jennifer
Brady, has joined us as the Head of Digital Marketing and Sales. Having over three decades of experience in marketing and management,
with a proven track record of scaling university revenues through online marketing to over half a billion dollars in annual revenues,
Jennifer’s prior positions include Chief Marketing Officer at the University of Massachusetts, the New England Institute of Business,
and Southern New Hampshire University. Her reputation as a marketing trailblazer is underscored by a consistent history of delivering
tangible outcomes through measurable marketing strategies. We are thrilled that Jennifer has joined Genius Group, as she will oversee
our global marketing and sales campaigns. By harnessing her extensive experience and industry connections, we aim to rapidly scale our
marketing and sales teams, achieve our student growth targets, and enhance the conversion rate from free to paying students across all
our campuses.
Jason
Jaingue, has joined us as our new Head of Global Product. Jason brings a wealth of experience as a Product Executive and veteran of major
technology companies. He has led the build in three billion dollar online marketplaces and notably excelled in the art of scaling rapidly
emerging digital businesses with world class user experiences. Jason spent 7 years at Amazon, where he directed product, marketing, and
technology teams across the retail and marketplace divisions, building the partner tools within Amazon Marketplace into over a billion
dollars in new revenue. Then, as Head of Product for Display Advertising at Expedia Group, where he spearheaded the global display advertising
platform – which became 45% of Expedia’s revenue. Most recently, he was Director of Product at Walmart, where he led the
Order Life Cycle for Walmart’s ecommerce. Walmart’s online revenue has now surpassed $80 billion. We are excited to have
Jason’s expertise and leadership at Genius Group, and he shares our growth ambitions for our GeniusU Edtech Platform, together
with my personal long-term aspiration of reaching 100 million students with our unique entrepreneur curriculum.
The
simultaneous arrival of Jason and Jennifer couldn’t have occurred at a better time, as they are poised to contribute significantly
to the expansion of Genius Group. Both are here with me in Bali this week as we map out an exciting future for Genius Group’s online
growth after the Entrepreneur Resorts spinoff.
All
of the courses provided by GeniusU are available thanks to our partners on our Edtech platform. Genius Group now has more than 14,000
partners divided between our Faculty Partners, who deliver content and mentoring, and Community Partners, who host events and microschools
in cities and countries around the world.
Our
partners follow a partner pathway from Level 1 Certified Partners who provide personal mentoring and guidance through to Level 3 partners
that co-create curriculum and manage learning communities as Country Partners.
Given
the number of partners and students that we are attracting, how we go about determining the course content that we launch and grow each
quarter is extremely important. Most Edtech companies are burning cash with an extremely high marketing and content cost per student
compared to their spend. In the case of Genius Group we are measuring all of our progress against a key metric and process we call the
Genius Formula.
The
Genius Formula combines a Freemium and Premium model in which we are targeting under $1 cost per new student that multiplies to $10 spend
per student in the first year – and ideally within the first three months. We are measuring the performance of each of our campuses
based on this model, and training all partners on this model as well, to ensure a profitable path to growth.
For
example, we are building our University Campus to include a full Freemium pathway by which university students can take assessments to
learn their dream job and dream career based on their passions, purpose and talents, and then learn for free with masterclasses on AI,
AR and the latest exponential technologies. Those who are ready to upgrade to the certifications or degree courses we provide can then
connect with our enrolment team who can see their full free course history, interests and personal profiles and guide them to the most
relevant pathway, with our degree programs at Bachelor and MBA level providing a dual track with our entrepreneur certifications.
Similarly,
our Entrepreneur Campus and Investor Campus provide metrics and dashboards for our partners to track their performance, lowering acquisition
costs through use of our assessments and referral programs, and increasing engagement and student spend through high quality masterclasses
and events. Our premium programs include mastermind and accelerator programs with new content partners being signed up monthly.
We
welcome all Genius Group investors to join us at our Global AI Entrepreneur Summit to learn more about our model and the partners we
are attracting into our curriculum.
And
that brings us on to a previously announced upcoming event: The spinoff of Entrepreneur Resorts from Genius Group. This is the process
which will begin with a full share count of Genius Group shares and shareholders, and end with all investors in Genius Group receiving
additional shares in a second public listed company, Entrepreneur Resorts, in the form of a dividend which will be issued in a private
placement.
Let
me first provide an overview of Entrepreneur Resorts, which has been previously disclosed.
Entrepreneur
Resorts is a leading group of resorts, cafes and beach clubs, where entrepreneurs co-work, co-learn, and co-live in various locations
around the world. I grew Entrepreneur Resorts as a company separate to Genius Group, and it began earlier, starting with the acquisition
of this resort in Bali, Vision Villa Resort, in 2007. We grew Entrepreneur Resorts under separate management into a café and a
hotel here in Bali, two game lodges in South Africa and a city centre location called Genius Central in Singapore.
These
locations have all hosted programs run by Genius Group companies and operated at arms length, charging Genius Group companies for accommodation,
food & beverage. As examples, we will be running an upcoming Entrepreneur Dynamics Masters here at Vision Villas in October and running
an Impact Investor Retreat at Tau Game Lodge in South Africa in December.
In
addition, the Entrepreneur Resort model, Genius Café model and Genius Central model have attracted licensees who have plans to
expand our locations to other cities and beach clubs around the world.
The
growth of Entrepreneur Resorts prior to Genius Group acquiring the company was funded by investors who began as students and partners,
and in 2017 Entrepreneur Resorts had an IPO on the Seychelles based MERJ stock exchange under the stock ticker ERL. Coincidentally this
is the same stock exchange that now hosts the Upstream Exchange blockchain based stock market where we dual listed Genius Group shares
earlier this year.
Prior
to our IPO, in 2020, Genius Group acquired the majority of Entrepreneur Resorts at a share price of $2.40 per share. Genius Group currently
owns 95% of Entrepreneur Resorts share capital and will be distributing these shares to Genius Group shareholders as part of this spinoff.
We
believe this spinoff not only streamlines and rationalizes Genius Group’s operations and allows the company to focus 100% on its
Edtech growth, but it also enables Entrepreneur Resorts to grow separately with a focus on scaling its hospitality licensing model.
Now
let’s look at the timeline of this spin off process. We announced Board approval for the spin off in January this year. In May,
shareholders also gave their approval and two weeks ago, the Singapore High Court approved the spin off as is required for Genius Group,
as it is a Singapore registered company.
During
the month of August Genius Group is currently working with its advisors to comply with all required filings. The other process that we
are currently undertaking is to change ERL’s stock exchange from MERJ to Upstream Exchange, giving shareholders the opportunity
to have their ERL shares on the blockchain and tradeable via the Upstream App. This is expected to take several weeks to complete.
The
key dates the shareholders need to keep in mind are the record date and the payment date.
The
record date is 31 August 2023.
The
second date that the shareholders need to keep in mind is the payment date, which is expected to be on or about 29 September, 2023. This
is when the shares of ERL will be issued to all GNS shareholders who qualify.
So
how does impact you as a Genius Group shareholder?
As
explained earlier, GNS owns 95% of ERL. Once the spin off is complete, GNS will distribute those 95% shares to all GNS shareholders of
record. The result will be that GNS will no longer own any share in ERL. Genius Group will run completely independently from Entrepreneur
Resorts which means that Entrepreneur Resorts will have its own separate growth path and expansion plans, while continuing its venue
partnerships with Genius Group for retreats and programs run at Entrepreneur Resorts locations.
It
also means that all shareholders of record will receive shares in ERL. The number shares that shareholders will be receiving will be
proportional to the number of shares they own in GNS. The exact per share ratio will be determined and communicated to shareholders after
the record date. Shareholders will receive the shares on the day of the payment date and the shares will be listed on the Upstream Exchange.
As this transaction is exempt from registration under the provisions of the Securities Act of 1933, the shares that shareholders will
receive will be restricted as per rule 144.
As
a result of the shift of ERL from the MERJ Main Board to the Upstream Exchange, the process to receive your ERL shares is actually quite
simple and you can already start the process.
The
only platform where you can access your ERL shares is on Upstream. So download their app, create an account and complete the KYC. If
you are a US based shareholder, you will need to create an account with Boustead and activate securities trading on Upstream. If you
are an investor from anywhere else in the world, you can directly trade on Upstream without having to go through Boustead.
Once
the payment date is passed, you will be able to claim your ERL shares. So at that time, you will go onto their app and disclose how many
GNS shares you held on the record date. If you are an objecting shareholder, you will have to provide a copy of your shareholding statement.
Then Upstream will verify the information that you provided them, and you will receive your ERL shares in your account.
As
previously disclosed, Entrepreneur Resorts has had its own Board of Directors leading the company, dating back to the ERL IPO in 2017.
Dennis
Dubois has been on our Board since 2017 and brings 25 years of financial management expertise in hospitality. As first Financial Controller
and then Head of Operations at Hyatt Hotels for 12 years, Dennis went on to become Senior Finance Director at Radisson Hotel Group for
9 years – A group spanning 1,100 hotels around the world. Dennis has been invaluable in advising on our financial model and future
licensing and acquisition model.
Lisa
Bovio has also been on our Board since 2017 and brings immense marketing expertise to Entrepreneur Resorts. From Group Commercial Director
at the online booking platform LastMinute.Com, Lisa launched the iconic Atlantis, The Palm in Dubai as Senior VP of International Sales
& Marketing at Kaizer International. She has over 15 years of experience building hospitality brands, most recently as Chief Marketing
Officer at Swiss-based Aman Resorts and Chief Commercial Officer of UK-based Yotel, which has grown into a modern technology-driven hotel
brand with 21 locations. Lisa has been advising the company on our growth strategy and branding.
At
the operating level, I have been CEO since founding Entrepreneur Resorts and Jeremy Harris is our long-standing CFO, having been CFO
since our IPO in 2017 as well as being the key project leader on the Genius Group IPO.
As
you know Genius Group’s strategic plan includes growth through M&A of EdTech or Media companies. Our internal M&A team
is constantly scanning the market to find companies to start conversions with and determine whether those acquisitions makes sense. Targets
that we typically look for are businesses with unique technology and highly scalable services so that what they offer can be easily plugged
into our group companies and provide top line synergies, community expansion and/or technology capability enhancement.
Given
the volatility of share price in Genius Group, we are taking advantage of the group structure of Genius Group to seek out potential acquisitions
that can be executed at the level of the group companies instead of just at the parent level. The Board is actively considering potential
acquisitions of tech companies under GeniusU which potentially enables us to complete transactions at reasonable valuations without dilution
of the parent company, Genius Group.
As
previously disclosed in February earlier this year, the Board approved the launch of legal actions against illegal trading activities
in the company’s shares. Our attorneys, Warshaw Burstein and ChristianAttar continue to investigate whether there is credible evidence
demonstrating that the Company’s share price has been manipulated. If, upon completion of the investigation such evidence is discovered,
the Board of Directors is committed to take appropriate action to protect the rights and interest of its shareholders.
Now
I would like to invite Flora to join me on the call today to answer all of the investor questions that she has received so far.
Thank
you Roger and good morning everyone.
We
had many investors that submitted questions on the spin of ERL so I will start with this topic.
Is
there an option for shareholders to receive cash instead of ERL shares?
There
is no option to choose between cash or shares, all GNS shareholders with shares on 31st August 2023 will receive ERL shares.
What
is the ex-dividend date? Will there be any due bills?
The
ex-dividend date is August, 30 2023 and there are no due bills.
Do
shareholders need to transfer GNS shares to Upstream to be eligible to receive ERL shares?
No,
all GNS shareholders on the record date will be eligible to receive ERL shares, regardless of whether the GNS shares are held on traditional
stock trading platform or Upstream.
Do
shareholders need to be American based to receive ERL shares?
No,
shareholders in both the US and outside of the US can receive restricted ERL shares as dividend.
Are
we going to receive 1 ERL share for every GNS share held?
No,
the number of ERL shares that will be distributed to shareholders will be proportional to the number of shares that they hold in GNS.
The exact ratio will be determined after the record date.
Do
shareholders need to create an account on Upstream to access the ERL shares that they receive as a result of the spin off?
Yes
this is correct. As ERL is changing its exchange from MERJ to Upstream, shareholders will have to create an Upstream account to access
their ERL shares.
What
are the restrictions on the ERL shares? And what are the conditions to remove the restrictions?
The
ERL shares that GNS shareholders will receive will be restricted for a minimum of 6 months. This restriction is due to Rule 144 imposed
by the SEC. As to how they become unrestricted, it will be dependent on meeting the criteria of Rule 144. As this is an SEC regulation,
more information on rule 144 can be found on their website.
Who
will be the management team of ERL? Will Roger be the CEO of ERL?
We
are currently working on the organizational structure of ERL, but the key senior management will remain the same. Roger will be the CEO
of ERL and Jeremy, our current CFO for Entrepreneur Resorts, will remain in his position.
Also
I wanted to highlight to you all that more information will be uploaded on our IR website regarding Upstream, on how you can receive
your ERL shares and FAQs. I invite you to visit our website and if you have any further enquiries, you can reach out to investor@geniusgroup.net.
Now
that we have covered the spin off, I will answer all of the enquiries on Genius Group and its activities.
What
are the implications of the recent Warning Letter?
The
implication of the warning letter is that we need to be more careful in the way that we use social media and the posts that we make.
Also, I would like to reemphasize that the main source of information for shareholders and investors are filed 6-Ks and our Investor
Relations website.
Why
did GNS commit to spending a million dollars in scholarships and then take a bridge loan?
The
$1m scholarship announcement was used to promote the University of Antelope Valley and attract new students to the University and its
programs. It is spread over the course of the first year of school, and we expect that the increase in the number of students will compensate
scholarship costs. No cash or loan was required to fund the scholarship.
Is
GNS going bankrupt?
GNS
is not going bankrupt. We got a bridge loan in July and are raising exploring multiple options to provide the company with flexibility
for its future growth.
Can
GNS get to cash flow positive without the resorts? How long is the runway and how much cash will GNS need until the business is self-sufficient
and not burning cash?
We
cannot provide more guidance that what we previously disclosed. In early Jan 2023 we announced that we are expecting to have between
c. 48 and 52m in revenue and an adjusted EBITDA between $0.5 and $1m and we have not changed our guidance since then.
You
filed an S8 several weeks back, does this mean that all of the individuals in the S8 sold their shares?
No,
we filed an S8 for the sole purpose of registering the shares, options and RSUs of our employees. Without registering them, our employees
would have not been able to be part of our Employee Equity Incentive Plan. Moreover, this S8 filing does not mean that those employees
would have necessarily traded their shares. Within the company, we have internal policies whereby employees are not able to trade during
certain periods of the year and if they are aware of material non public information.
GNS
has been trading under a dollar for some time now. What is the time frame to get in compliance so a reverse split is not necessary?
GNS
is listed on the NYSE American, not NYSE Main Board. The $1 share price requirement therefore does not apply to GNS. However, NYSE American
continued listing requirements do state that NYSE does reserve the right to delist if “Common stock sells for a low price for a
substantial period of time and/or issuer fails to effect a reverse split of such shares within a reasonable time after being notified
of such potential actions by the Exchange.”
When
is GNS going to release its next quarterly results?
As
explained for the previous question, GNS is a foreign issuer on the NYSE American and it is only required to release earnings report
annually. Shareholders should therefore expect a half year report at most rather than a Q1 report. As to the timing of the release of
this report, we have not yet released a date but as soon as the release date is scheduled, we will be releasing it via press release.
General
comment:
We
have received questions on multiple other topics; however, as you know, we are not able to comment on information that is not publicly
available and all of those topics fall within this category.
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