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.
Annual
General Meeting
On
July 7, 2025, Genius Group Limited (the “Company”) held an Annual General Meeting at 3 Temasek Avenue, #18-01, Centennial
Tower, Singapore 039190, The Atelier Meeting Room, at 4:00 p.m. (Singapore time) (the “AGM”), for the purpose of considering
and if thought fit, passing, with or without amendments, the ordinary resolutions below:
PROPOSAL
1. To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December
2024, together with the Auditor’s Report.
| For |
|
Against |
|
Total
Shares Voted |
| 15,389,054 |
|
302,103 |
|
15,691,157 |
| (98.07%) |
|
(1.93%) |
|
|
Based
on the foregoing votes, Proposal 1 was approved.
PROPOSAL
2. To approve the payment of directors’ fees and remuneration of directors for the financial year ended 31 December 2024.
| For |
|
Against |
|
Total
Shares Voted |
| 13,939,107 |
|
1,251,276 |
|
15,190,383 |
| (91.76%) |
|
(8.24%) |
|
|
Based
on the foregoing votes, Proposal 2 was approved.
PROPOSAL
3. To re-elect Gary Michael Pattison as a Director, who is retiring in accordance with Regulation 88 of the constitution of the Company.
| For |
|
Against |
|
Total
Shares Voted |
| 14,954,449 |
|
598,938 |
|
15,553,387 |
| (96.15%) |
|
(3.85%) |
|
|
Based
on the foregoing votes, Proposal 3 was approved.
PROPOSAL
4. re-elect Christiaan Christoffel Putter as a Director, who is retiring in accordance with Regulation 88 of the Constitution.
| For |
|
Against |
|
Total
Shares Voted |
| 14,952,455 |
|
610,601 |
|
15,563,056 |
| (96.08%) |
|
(3.92%) |
|
|
Based
on the foregoing votes, Proposal 4 was approved.
PROPOSAL
5. To re-appoint Enrome LLP as the Auditor for the ensuing year and to authorize the Directors to fix their remuneration.
| For |
|
Against |
|
Total
Shares Voted |
| 15,157,232 |
|
444,672 |
|
15,601,904 |
| (97.15%) |
|
(2.85%) |
|
|
Based
on the foregoing votes, Proposal 5 was approved.
PROPOSAL
6. To authorize Directors to issue shares ordinary shares.
| For |
|
Against |
|
Total
Shares Voted |
| 13,076,653 |
|
1,937,460 |
|
15,014,113 |
| (87.10%) |
|
(12.90%) |
|
|
Based
on the foregoing votes, Proposal 6 was approved.
PROPOSAL
7. To authorize the proposed share buyback mandate.
| For |
|
Against |
|
Total
Shares Voted |
| 15,476,510 |
|
188,712 |
|
15,665,222 |
| (98.80%) |
|
(1.20%) |
|
|
Based
on the foregoing votes, Proposal 7 was approved.
PROPOSAL
8. To authorize Directors to issue Class B ordinary Shares, Class C ordinary shares and Preference shares by special resolution.
| For |
|
Against |
|
Total
Shares Voted |
| 13,012,740 |
|
2,008,149 |
|
15,020,889 |
| (86.63%) |
|
(13.37%) |
|
|
Based
on the foregoing votes, Proposal 8 was approved.
PROPOSAL
9. To authorize conversion of shares by special resolution.
| For |
|
Against |
|
Total
Shares Voted |
| 13,461,584 |
|
1,389,897 |
|
14,851,481 |
| (90.64%) |
|
(9.36%) |
|
|
Based
on the foregoing votes, Proposal 9 was approved.
BOARD
RESOLUTION
On
July 8, 2025, subsequent to the shareholder approval of Proposal 7 at the AGM, the Directors passed a resolution authorizing the CEO
to execute the share buyback for up to 100% of the total shareholder approved buyback limit of up to 20% of the Company’s issued
Class A Ordinary Shares, in such manner, proportion and timing as he deems most appropriate to preserve shareholder value.
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 9, 2025 |
|
|
| |
By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
