[6-K] Genius Group Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Sonim Technologies (NASDAQ: SONM) filed additional definitive proxy materials (Form DEFA14A) dated 8 July 2025. The document contains internal e-mails urging employees, friends and family who own SONM shares to vote before the 17 July 2025, 11:59 p.m. ET deadline using the WHITE proxy card. Proxy-solicitation support is provided by Sodali, whose contact details and toll-free numbers are included.

The filing repeats that a definitive proxy statement for the 2025 Annual Meeting is already on file with the SEC and available free of charge via the SEC and Sonim investor-relations websites. Stockholders are encouraged to read that statement in full.

Sonim also references a non-binding letter of intent (LOI) for a proposed strategic transaction involving Orbic. A separate proxy statement will be filed for a future special meeting should a definitive agreement be executed. No terms, valuation, or timing details are provided.

A lengthy forward-looking-statement disclaimer lists multiple risks: (i) the LOI may never convert to a binding agreement, (ii) shareholder and regulatory approvals may fail, (iii) the company may need a reverse stock-split to maintain Nasdaq listing, (iv) the proxy contest could replace the current board and end the transaction, and (v) potential litigation and cost overruns. No new operational or financial metrics are disclosed.

In essence, the filing is a routine proxy-solicitation communication designed to maximise voting participation and comply with SEC rules; it does not materially alter the investment thesis or provide incremental financial information.

Positive

• Active shareholder engagement: Management is proactively mobilising votes via Sodali, signalling commitment to securing support for strategic initiatives.
• Regulatory compliance: Timely filing of DEFA14A and reiteration of document availability reduces procedural risk associated with the upcoming annual meeting.

Negative

• Transaction uncertainty: The LOI with Orbic may not progress to a definitive agreement, leaving strategic direction unresolved.
• Listing risk: Sonim warns it may need a reverse stock-split to retain Nasdaq listing, highlighting potential share-price pressure.
• Proxy-contest threat: A change in board control could terminate the proposed transaction, adding governance instability.
• No financial disclosure: The filing provides no new revenue, earnings, or valuation data, limiting investor visibility.

Insights

Corporate Governance Expert

TL;DR: Standard proxy reminder; encourages WHITE-card votes; minimal incremental disclosure; governance impact low.

This DEFA14A is largely housekeeping: it mobilises internal and affiliated shareholders ahead of the 17 July annual-meeting deadline and satisfies Rule 14a-6 disclosure obligations. The communication clarifies that Sodali is the authorised proxy solicitor and restates the availability of the definitive proxy statement. No changes to board composition, compensation plans, or by-law amendments are proposed here. The emphasis on the WHITE card hints at an ongoing proxy contest, but the filing itself does not advance or resolve governance disputes. From a governance perspective, the content is neutral; it neither strengthens nor weakens shareholder rights beyond standard practice.

M&A Specialist

TL;DR: Proposed Orbic deal still at LOI stage; risks high; no valuation specifics; investor impact limited for now.

The document briefly notes a potential transaction with Orbic but offers no economics, timing, or structural details. The forward-looking section enumerates significant execution risks—board turnover, delisting pressure, litigation—which underscore how preliminary the LOI remains. Without a signed definitive agreement or disclosed consideration, investors cannot assess deal accretion or dilution. As such, the filing does not materially shift M&A expectations; it merely preserves optionality while reminding shareholders to stay engaged. Until concrete terms surface, the market impact is neutral to low.

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)

FAQ

When does proxy voting for Sonim (SONM) close?

Voting closes on 17 July 2025 at 11:59 p.m. Eastern Time.

Which proxy card should Sonim shareholders use?

The company requests votes be cast on the WHITE proxy card included with the definitive proxy statement.

Who can assist with questions about voting SONM shares?

Sonim's proxy solicitor Sodali can be reached at (800) 662-5200 or SONM@investor.sodali.com for shareholder assistance.

Is there an active transaction involving Sonim Technologies?

Yes, Sonim references a non-binding LOI with Orbic, but no definitive agreement or terms have been announced.

Where can investors access Sonim’s definitive proxy statement?

Free copies are available on the SEC website (www.sec.gov) and Sonim’s investor-relations site at https://ir.sonimtech.com/sec-filings/all-sec-filings.

What are the key risks highlighted in the filing?

Risks include deal failure, Nasdaq-listing challenges, potential reverse split, proxy-contest outcomes, and litigation related to the proposed transaction.