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 September, 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.
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:
September 19, 2023 |
|
|
|
By: |
/s/
Roger James Hamilton |
|
Name: |
Roger
James Hamilton |
|
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer) |
Exhibit
99.1
![Logo
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1847806/000149315223033092/ex99-1_001.jpg)
Genius
Group Announces Delisting from Upstream
SINGAPORE,
September 19, 2023 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”),
a leading entrepreneur edtech and education group, announces that it will delist its shares from Upstream, the trading app for digital
securities and NFTs powered by Horizon Fintex. The decision to delist the Company from Upstream is due to complex securities regulations
arising from the dual listing on Upstream and NYSE. The delisting process was commenced
today and will be complete on or about September 29, 2023.
Genius
Group will have no further contact with Upstream as a result of this delisting. It will not be involved with or take part in any listing
of the shares of its spun off subsidiary, Entrepreneur Resorts Ltd (“ERL”) on Upstream or any other exchange, which will
be the sole responsibility of ERL.
Shareholders
that currently have their shares on the Upstream platform will have their shares transferred back to the Company’s transfer agent,
Vstock Transfer, on or before the 29th. To initiate a transfer immediately, Open Upstream, Tap Investor, Withdraw Securities.
Enter the Ticker Symbol “GNS” and the Number of Shares you wish to withdraw, then tap Submit GNS’s transfer agent Vstock
Transfer will receive your shares immediately and will hold them in digital book entry in your name. Vstock will provide shareholders
via regular U.S. mail a DRS Advice (Statement) that shows the shares are now held at the transfer agent in book entry. If you would like
to move the shares back to your US brokerage account you will need to contact your broker, provide them with a copy of your DRS Advice
and have them request that the transfer agent send back your shares. They will provide you with appropriate forms to complete.
About
Genius Group
Genius
Group is a 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. Through its learning
platform, GeniusU, the Genius Group has a member base of 4.5 million users in 200 countries, ranging from early age to 100.
For
more information, please visit https://www.geniusgroup.net/
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
Contact:
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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