Genius Group amends deal for $1.75M cash return

After a nine-month lockout, which does not apply upon an event of default, NewCo may elect cash repayment or minority equity conversion after a conversion notice.

Rhea-AI Filing Summary

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.

0 points · 0 major

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0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.NewCo has no operating history; repayment of the US$6,250,000 note depends on its future business and required approvals. 24% of market cap

Key Figures

Original Purchase Price: US$11,500,000 Cash Consideration: US$5,500,000 Returned Amount: US$1,750,000 +5 more

8 metrics

Original Purchase Price US$11,500,000 Total purchase price under the Original SPA.

Cash Consideration US$5,500,000 Cash component of the Original SPA purchase price.

Returned Amount US$1,750,000 Cash consideration the Seller will return to Genius Group.

Original Note Principal US$2,000,000 Principal amount of the Original Note, to be cancelled at the Replacement Closing.

New Note Principal US$6,250,000 Principal amount of the New Note to be issued by NewCo at the Replacement Closing.

New Note Term 24 months Term of the New Note.

Lockout Period 9 months Period before Genius Group may deliver a conversion notice; does not apply upon an event of default.

Replacement Closing Target Approximately 30 days The parties are using commercial efforts to complete closing within this period after signing.

Key Terms

Senior Secured Convertible Promissory Note, Applicable Federal Rate, conversion notice, event of default, +1 more

5 terms

Senior Secured Convertible Promissory Note financial

"new Senior Secured Convertible Promissory Note"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

Applicable Federal Rate financial

"bears interest at the short-term Applicable Federal Rate"

conversion notice financial

"Genius Group may deliver a conversion notice"

event of default financial

"which does not apply upon an event of default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

minority equity interest financial

"convert the New Note into a minority equity interest in NewCo"

An ownership stake in another company that is large enough to share in profits and losses but too small to control decisions—typically less than 50% of the voting stock. Think of it as owning a meaningful slice of a pie without having the final say at the table; it matters to investors because it determines how returns, risks and influence from that investment show up in financial reports and how easily the stake can be sold or monetized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much cash will Genius Group (GNS) receive back?

Jewel Investments LLC will return US$1,750,000 of the US$5,500,000 cash consideration under the amended agreement. The return is part of a restructuring that also replaces the Original Note at the Replacement Closing.

How does the new GNS note work?

The New Note has US$6,250,000 principal, a 24-month term, and 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 then elect minority equity conversion or cash repayment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Available on EDGAR 10/21/2026 - 05:10 PM EDT Accepted by SEC EDGAR 10/21/2026 - 05:10 PM EDT Learn about SEC filing dates

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 October, 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): ________.

This Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 as filed with the SEC on May 1, 2026 and subsequently amended.

Amendment to Share Purchase Agreement

Genius Group Limited (the “Company”) has entered into Amendment No. 1, dated October 15, 2026 (the “Amendment”), to the Share Purchase Agreement dated April 16, 2026 (the “Original SPA”) with Jewel Investments LLC (the “Seller”). Under the Original SPA, the Company acquired from the Seller a Senior Secured Convertible Promissory Note in the original principal amount of US$2,000,000 (the “Original Note”) issued by Jewel Bancorp Limited. The total Purchase Price under the Original SPA was US$11,500,000, comprising US$5,500,000 in cash (the “Cash Consideration”) and 15,000,000 Consideration Shares at a deemed price of US$0.40 per common share.

The Amendment constitutes a compromise of disputed claims, and neither the execution nor performance of the Amendment constitutes an admission by any person concerning the conversion, continued existence, acceleration or enforceability of the Original Note.

The Amendment resolves the disputed claims between the parties relating to the Original SPA and the Original Note by restructuring the Company’s investment.

Key terms of the Amendment include:

● The Seller will return US$1,750,000 of the Cash Consideration to the Company (the “Returned Amount”).

● At the replacement closing (the “Replacement Closing”), the Original Note will be cancelled, the related security interests will be released, and a newly formed company affiliated with the Seller (“NewCo”) will issue to the Company a new Senior Secured Convertible Promissory Note in the principal amount of US$6,250,000 (the “New Note”).

● The New Note has a 24-month term and bears interest at the short-term Applicable Federal Rate.

● Following a 9-month lockout period (which does not apply upon an event of default), the Company may deliver a conversion notice, and NewCo may then elect either to convert the New Note into a minority equity interest in NewCo or to repay it in cash. The New Note may also be exchanged for preferred equity of NewCo on terms to be mutually agreed.

● Mutual releases of claims arising on or before the signing date relating to the Original SPA, the Original Note and related matters become effective at the Replacement Closing.

The Replacement Closing is subject to the satisfaction of closing conditions. The parties are using commercial efforts to complete the Replacement Closing within approximately 30 days of signing, subject to potential delays outside the parties’ control. NewCo is a newly formed company with no operating history. Its ability to repay the New Note, and the value of any equity in NewCo, will depend on its future business and financial condition and the receipt of any required approvals, none of which can be assured.

Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the Amendment, the Returned Amount, the New Note, conversion mechanics, the timing and completion of the Replacement Closing, and related matters. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including the satisfaction of closing conditions, the timing of the Replacement Closing, NewCo’s future business, financial condition and receipt of any required approvals, and other factors described in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statements.

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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: October 21, 2026

By:	/s/ Roger James Hamilton
Name:	Roger James Hamilton
Title:	Chief Executive Officer and Chairman
	(Principal Executive Officer)

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