Genius Group Form 6-K: DRS shift parks 64.6M shares at Vstock

Rhea-AI Filing Summary

Genius Group (GNS) has filed a Form 6-K outlining a major change in its share structure. The company issued 50 million new ordinary shares tied to the pending asset purchase of Entrepreneur Resorts Ltd. The shares are being kept in escrow at Vstock Transfer until ERL shareholders approve the deal and will remain Rule 144-restricted for six months thereafter.

Including the escrowed block and prior Direct Registration System (DRS) transfers by investors, Vstock now holds 64.6 million shares, or 46.6 % of GNS’s issued shares. The remaining 74.1 million shares (53.4 %) sit in brokerage accounts and can still be lent to short sellers. Management urges investors to move holdings to Vstock via DRS, citing reduced short-selling risk.

• The 50 million-share issuance is dilutive but temporarily sequestered, limiting immediate trading supply.
• With nearly half the float now at the transfer agent, short-interest capacity may tighten, potentially affecting price volatility.

Positive

• 46.6 % of outstanding shares now held at transfer agent, limiting near-term lending to short sellers.
• Escrow and Rule 144 restrictions delay market release of 50 M newly issued shares, tempering immediate dilution effects.

Negative

• 50 million new shares expand outstanding count by roughly 56 %, creating future dilution risk once restrictions expire.
• ERL shareholder approval still pending, adding uncertainty to timing of escrow release and final deal completion.

Insights

Equity Analyst

TL;DR: Dilutive 50 M share issue is escrow-restricted; DRS shift cuts free float, net neutral near-term.

The headline dilution is substantial—total outstanding rises to roughly 139 M shares—but the escrow restriction and six-month Rule 144 lock limit sell-side pressure. DRS migration concentrates 46.6 % of equity at Vstock, reducing lendable supply and possibly constraining short sellers. Long term, dilution could weigh once shares unlock, but near-term trading dynamics may favor bulls. Overall financial impact is modest until ERL shareholders vote; therefore, I assign a neutral rating.

Short-Interest Specialist

TL;DR: Almost half the float parked at transfer agent could squeeze shorts, but unlock overhang looms.

The DRS trend combined with the escrowed 50 M shares shrinks effective float by about 47 %. If momentum continues, borrow rates may rise and short positions could face pressure. However, once restrictions lapse, an extra 50 M shares may flood the market, expanding lendable inventory. Until then, expect heightened volatility and potential short squeezes. Impact classified as neutral overall—positive for near-term price support, negative for future supply.

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 July, 2025

Commission File Number: 001-41353

Genius Group Limited

(Translation of registrant’s name into English)

3 Temasek Avenue,

#18-01, Centennial Tower,

Singapore 039190

(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.

The Company is providing an update on the status of its ordinary shares being held at its transfer agent, Vstock Transfer LLC.

The Company has issued 50 million shares related to the previous Asset Purchase Agreement with Entrepreneur Resorts Limited (“ERL”) to be held in escrow until ERL shareholder approval is received, and for a further six months on restricted status subject to Rule 144 of the Securities and Exchange Act of 1933.

Further to the issuance, and as a result of Company shareholders choosing to send their shares from their brokers to Vstock via the Direct Registration System (“DRS”), Vstock has reported it now holds 64.6 million ordinary shares of the Company, which accounts for 46.6% of the Company’s issued ordinary shares.

The remaining 74.1 million shares of the Company, representing 53.4% of the Company’s shares are held in brokerage accounts. Company shareholders who are interested in transferring their shares to Vstock, where they are not at risk of being loaned out by brokers to short sellers, can do so by following the instructions provided in the Company’s press release at https://ir.geniusgroup.net/news-events/press-releases/detail/194/genius-group-provides-details-on-direct-registration-of.

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: July 22, 2025
	By:	/s/ Roger Hamilton
	Name:	Roger Hamilton
	Title:	Chief Executive Officer
		(Principal Executive Officer)

FAQ

Why did Genius Group (GNS) issue 50 million new shares?

The shares were issued under the Asset Purchase Agreement with Entrepreneur Resorts Ltd and are being held in escrow pending ERL shareholder approval.

How many GNS shares are now at Vstock via DRS?

Vstock holds 64.6 million ordinary shares, representing 46.6 % of GNS’s issued shares.

What percentage of GNS shares remain in brokerage accounts?

74.1 million shares, or 53.4 % of the total outstanding, are still held in brokerage accounts.

When can the 50 million escrowed shares become freely tradable?

After ERL shareholders approve the deal, the shares remain Rule 144-restricted for six additional months before they can trade freely.

How can shareholders transfer GNS shares to Vstock?

Investors can follow the DRS instructions provided in the company’s press release at the link included in the 6-K filing.