Genius Group (NYSE: GNS) details ASX dual listing move, ICC award and going concern flag

Rhea-AI Filing Summary

Genius Group Limited is updating investors on its planned dual listing, an arbitration matter, and its latest audit opinion. After filing its Form 20-F on March 9, 2026, its advisor DLA Piper has submitted an In Principle Advice Application to the Australian Securities Exchange, with a response expected within about 30 days.

The company also reports that the International Chamber of Commerce has approved the final award in its arbitration with LZG International, with the award to be provided during April 2026. In addition, the audited consolidated financial statements for the fiscal year ended December 31, 2015, included in its latest Form 20-F, carry a going concern emphasis of matter, a disclosure provided pursuant to NYSE American Company Guide Sections 401(h) and 610(b).

Positive

• None.

Negative

• Going concern emphasis of matter disclosed: The audit report for the fiscal year ended December 31, 2015, included in the latest Form 20-F, contains a going concern emphasis of matter, signaling auditor-flagged uncertainty about the company’s ability to continue as a going concern.

Insights

Cross-border listings and disclosure analyst

Genius Group advances ASX dual listing while disclosing a going concern emphasis in its latest audit.

Genius Group is pushing ahead with an Australian Securities Exchange dual listing, with DLA Piper having lodged an In Principle Advice Application following the timely Form 20-F filing on March 9, 2026. A response from ASX is anticipated within roughly 30 days, which will shape the next steps in the listing process.

The company also notes that the International Chamber of Commerce has approved the final award in its arbitration with LZG International, with the award to be delivered in April 2026. Separately, its audited financial statements for the fiscal year ended December 31, 2015, include a going concern emphasis of matter, formally disclosed under NYSE American Company Guide Sections 401(h) and 610(b). A going concern emphasis can signal financial uncertainty and is often viewed cautiously by investors, even though the company states this does not change its filings for the fiscal year ended December 31, 2025.

Key Figures

Form 20-F filing date: March 9, 2026 ASX response timeframe: 30 days ICC award delivery period: April 2026 +2 more

5 metrics

Form 20-F filing date March 9, 2026 Date the company filed its Annual Report on Form 20-F

ASX response timeframe 30 days Expected period to receive response to In Principle Advice Application

ICC award delivery period April 2026 Month in which ICC final award will be provided to the company

Fiscal year with going concern emphasis Year ended December 31, 2015 Audit report in latest Form 20-F includes going concern emphasis of matter

NYSE American guide sections cited Sections 401(h) and 610(b) Rules requiring disclosure of going concern emphasis of matter

Key Terms

In Principle Advice Application, International Chamber of Commerce (ICC), going concern emphasis of matter, NYSE American Company Guide Sections 401(h) and 610(b), +1 more

5 terms

In Principle Advice Application regulatory

"DLA Piper has filed an In Principle Advice Application with ASX"

International Chamber of Commerce (ICC) regulatory

"The Company was then notified the decision had been postponed... by the ICC"

going concern emphasis of matter financial

"contained an audit report... with a going concern emphasis of matter"

NYSE American Company Guide Sections 401(h) and 610(b) regulatory

"as per NYSE American Company Guide Sections 401(h) and 610(b)"

dual listing on Australian Securities Exchange (ASX) financial

"Advisor on the Company’s application for a dual listing on Australian Securities Exchange (ASX)"

Form 6-K: How Foreign Companies Report to the SEC →

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 April, 2026

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 two pending matters: The Company previously announced that it had engaged DLA Piper as Advisor on the Company’s application for a dual listing on Australian Securities Exchange (ASX). Further to the Company’s timely filing of its 20-F on March 9, 2026, DLA Piper has filed an In Principle Advice Application with ASX and the Company anticipates a response within the next 30 days.

The Company previously announced that it had been informed by the International Chamber of Commerce (ICC) that a final decision and award related to the Company’s arbitration with LZG International (LZGI) would be announced by the end of January 2026. The Company was then notified the decision had been postponed until the end of March 2026. The Company has been subsequently notified by the ICC that they have approved the final award and this will be provided to the Company during the month of April 2026.

The Company is also providing an update as per NYSE American Company Guide Sections 401(h) and 610(b) that its audited consolidated financial statements for the fiscal year ended December 31, 2015, included in the Company’s Annual Form on 20F, contained an audit report from its independent registered public accounting firm with a going concern emphasis of matter. Release of this information is required by Section 610(b) of the NYSE American Company Guide. It does not represent any change or amendment to any of the Company’s filings for the fiscal year ended December 31, 2025.

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: April 6, 2026
	By:	/s/ Roger Hamilton
	Name:	Roger Hamilton
	Title:	Chief Executive Officer
		(Principal Executive Officer)

FAQ

What ASX dual listing progress did Genius Group (GNS) report?

Genius Group reported that DLA Piper has filed an In Principle Advice Application with the Australian Securities Exchange following its March 9, 2026 Form 20-F. The company expects a response from ASX within the next 30 days, which will inform further steps in its dual listing effort.

What update did Genius Group (GNS) give on the LZG International arbitration?

The company stated that the International Chamber of Commerce has approved the final award in its arbitration with LZG International. Genius Group expects to receive this final award during April 2026, following earlier postponements from end-January to end-March 2026 announced by the ICC.

Did Genius Group (GNS) disclose a going concern emphasis in its audit?

Yes. Genius Group’s audited consolidated financial statements for the fiscal year ended December 31, 2015, included in its latest Form 20-F, carry a going concern emphasis of matter. This disclosure is provided in line with NYSE American Company Guide Sections 401(h) and 610(b).

Does the going concern disclosure change Genius Group’s 2025 filings?

The company explicitly states that releasing the going concern emphasis of matter information does not represent any change or amendment to its filings for the fiscal year ended December 31, 2025. It is a required disclosure under NYSE American Company Guide Section 610(b).

Why is Genius Group (GNS) making this 6-K disclosure now?

Genius Group is providing timely updates on two pending matters—the ASX dual listing process and the ICC arbitration—and is also furnishing required notice that its audit report includes a going concern emphasis of matter, as required under NYSE American Company Guide Section 610(b).