Genius Group Ltd SEC Filings

Genius Group Limited held its Annual General Meeting on July 7, 2026 in Singapore, where shareholders approved all ten resolutions put to a vote. The meeting covered financial statements, director elections, auditor reappointment, fees, and key share capital authorities.

Shareholders adopted the directors’ statement and audited financials for the year ended December 31, 2025, with 232,494,574 votes for and 912,141 against, a 99.61% approval rate. They also approved directors’ fees of USD $1,020,000 for the same financial year.

The re-election of directors Thomas Peter Power and Eva Maria Mantziou, and the re-appointment of Enrome LLP as auditor, all passed with more than 98% support. Investors also authorized the board to allot and issue various share classes, approved a share buyback mandate, granted conditional authority for a share consolidation, and authorized share conversions, each receiving at least 96.56% of votes cast.

Genius Group Limited files an amendment to a Form F-3 registering up to 2,362,149 ordinary shares for resale by selling stockholders. The prospectus covers resale of shares issued in an April 16, 2026 private placement at a deemed price of $0.40 per share; the Company states it will not receive proceeds from these resales.

The document also explains the April 16, 2026 transaction that raised $8.0 million gross, of which $5.5 million funded a convertible note to acquire an economic 9.9% stake in Jewel Financial Limited and included issuance of 15,000,000 restricted shares (and prefunded warrants) as consideration. The filing discloses outstanding share counts, an announced retirement of approximately 30.1 million shares, and that the Company’s common shares trade on NYSE American under the symbol GNS.

Genius Group Limited reports a major reduction in its share count, including the buyback of 6,037,851 Class A Ordinary Shares in a privately negotiated off-market transaction with a non-affiliated holder. The shares will be cancelled, lowering issued share capital.

Together with a 6,600,000-share buyback and a separate 20,000,000-share cancellation announced earlier in June, a total of 32.6 million shares have been removed from issued capital over eight days, described as 27% of the Company’s public float. Management frames these actions as part of a strategy to increase Net Asset Value per Share for remaining shareholders.

Genius Group Limited reports that it has returned and cancelled 20,000,000 Class A Ordinary Shares previously issued under its asset purchase agreement with Entrepreneur Resorts Ltd. This cancellation equals about 16% of the company’s public float. Combined with a separate repurchase and cancellation of 6,600,000 Class A Ordinary Shares announced on June 12, 2026, total issued share capital has been reduced by 26,600,000 shares this week, or approximately 22% of the public float.

The company links these actions to an April 23, 2026 internal share count exercise that identified up to 30.1 million Class A Ordinary Shares targeted for retirement or removal from the public float, and to a broader capital allocation strategy focused on growing Net Asset Value per Share. Management states that, by reducing the share count while retaining ownership of Entrepreneur Resorts Ltd, NAV per share has increased on an arithmetic basis. Genius Group has identified up to 43.3 million shares—around 36% of the public float—for potential repurchase, return and/or retirement, and plans to seek shareholder approval for a further buyback mandate of up to 20% of issued Class A Ordinary Shares at its July 7, 2026 Annual General Meeting.

Genius Group Limited has bought back 6,600,000 Class A ordinary shares in a privately negotiated off-market deal with a non-affiliated holder, completing 50% of the 13.2 million-share buyback authorized on June 7, 2026. The purchase price was below the recent NYSE American trading price, and the company will cancel all 6,600,000 shares, reducing issued share capital and aiming to increase Net Asset Value per Share for remaining investors.

The company has identified up to a further 36.7 million Class A shares targeted for removal from issued capital, bringing the total potential reduction to 43.3 million shares, about 36% of its public float. It plans to act under the current mandate through July 6, 2026 and will ask shareholders at the July 7, 2026 AGM to approve a new buyback mandate of up to 20% of issued Class A shares.

Genius Group Limited has called its Annual General Meeting for 7 July 2026 in Singapore to vote on routine matters and several significant share capital authorities. Shareholders will consider adopting the 2025 financial statements, approving directors’ fees, re-electing two directors, and re-appointing Enrome LLP as auditors.

The agenda includes authorizing directors to issue Class A Ordinary Shares and, by special resolutions, to issue Class B, Class C and Preference Shares and convert existing Class A shares into other classes. An Ordinary Resolution seeks a Share Buyback Mandate allowing market and off-market repurchases, with illustrative scenarios showing total equity of 96,617,637 falling to 88,506,330 or 77,717,534 after assumed purchases.

Shareholders are also asked to grant conditional authority for a potential 10‑for‑1 Share Consolidation across all share classes, which the Board may use, if needed, to maintain NYSE American listing compliance. Based on shares outstanding as at 1 June 2026, this would reduce issued shares to about 18,889,737, without changing overall shareholders’ equity aside from rounding and fractional share adjustments.

Genius Group Limited has furnished a Form 6-K highlighting its new Genius AI Treasury and AGI Infinity Portfolio strategy, supported by an investor call, presentation and whitepaper. The company plans to deploy up to US$100 million initially and target up to US$800 million over five years into companies leading the build-out of artificial general intelligence.

The AGI Infinity Portfolio is intended to sit alongside a Bitcoin Treasury within a dual-treasury structure, while keeping investment securities below the 40% asset threshold under the Investment Company Act of 1940. Phase 1 targets a US$20 million allocation via three SEC-registered pre-IPO funds, providing look-through exposure to names such as SpaceX, Anthropic and OpenAI. The whitepaper also outlines a roadmap to grow total assets from US$137 million at FY2025 to a targeted US$280 million at FY2026 and US$2 billion by 2030, with detailed risk disclosures on concentration, volatility, liquidity, valuation and regulatory factors.

Genius Group Limited has changed the structure of its share capital by converting founder shares into a new super-voting class. On June 1, 2026, the board approved the conversion of 10 million Class A ordinary shares held by CEO Roger Hamilton into Class C Ordinary Shares.

The new Class C shares carry ten votes per share, are not listed on the NYSE, and will be privately held. This conversion reduces the company’s publicly tradable share count by 10 million shares, concentrating voting power while shrinking the public float.

Genius Group Limited registers the resale by selling shareholders of up to 15,000,000 Ordinary Shares, from time to time after the effectiveness of this registration statement. The prospectus states these shares include Ordinary Shares previously issued and Ordinary Shares issuable upon exercise of pre-funded warrants and that the Company will not receive proceeds from resale transactions; the Company will receive proceeds only from any cash exercises of such warrants.

The filing reiterates the Company’s recent $8.0M registered direct offering completed on April 16, 2026, the use of $5.5M of net proceeds to acquire a convertible interest funding a 9.9% stake in Jewel Financial Limited, and reported 194,678,195 ordinary shares outstanding as of May 28, 2026.