Genius Group Limited amended its share purchase agreement with Jewel Investments LLC to restructure its investment. The Seller will return US$1,750,000 of the US$5,500,000 cash consideration. At the Replacement Closing, the Original Note issued by Jewel Bancorp Limited will be cancelled, related security interests released, and a newly formed Seller-affiliated NewCo will issue a senior secured convertible note with US$6,250,000 principal. The amendment resolves disputed claims about the original agreement and note; execution or performance is not an admission about the Original Note’s conversion, continued existence, acceleration or enforceability.
The New Note has a 24-month term and bears interest at the short-term Applicable Federal Rate. After a 9-month lockout, which does not apply upon an event of default, Genius Group may deliver a conversion notice; NewCo may elect conversion into a minority equity interest or cash repayment. The New Note may also be exchanged for NewCo preferred equity on mutually agreed terms. Mutual releases take effect at the Replacement Closing, subject to closing conditions. The parties are using commercial efforts to complete closing within approximately 30 days of signing, subject to potential delays outside their control. NewCo has no operating history; its repayment capacity and any equity value depend on its future business and financial condition, and receipt of required approvals cannot be assured.
Genius Group Ltd (GNS) reported unaudited continuing-operations revenue of $6.2 million for the six months ended June 30, 2026, up 140% from $2.6 million a year earlier. The 2026 period includes six months from businesses acquired in 2025 that were absent from the comparison period. Gross profit was $3.5 million versus $1.2 million, while total net loss narrowed 79% to $4.0 million from $19.0 million.
Operating activities generated $6.7 million, principally from realization of digital assets; cash and equivalents were $1.9 million at June 30. Total liabilities were $25.5 million and shareholders’ equity was $106.0 million. Management said substantial doubt exists about the company’s ability to continue as a going concern without additional capital being raised in the next twelve months. The interim statements were unaudited and reviewed by the auditor.
On August 31, 2026, the Second Circuit vacated the preliminary injunction restraining share issuance, capital raising and Bitcoin purchases, and remanded the matter for further proceedings. A final ICC arbitration award entitled the company to $7,971,168.53 and the return of 7,387,374 ordinary shares. A five-year capital plan under the $1.2 billion shelf registration targets an initial Perpetual Preferred Security offering of $12.5 million.
Genius Group Limited provides an update on its planned dual listing on the Australian Securities Exchange. After filing its annual report on Form 20-F on March 9, 2026 and lodging an In Principle Advice Application through advisor DLA Piper, the company has received initial feedback from ASX, which it describes as a key milestone in the process.
The company and DLA Piper are preparing a response and remain in active dialogue with ASX. Genius Group states it remains on track and currently estimates completing the dual listing process and listing on ASX in the fourth quarter of 2026, subject to ASX review and approval.
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.