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, 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. This 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 on May 4, 2026, June 1, 2026 and July 1, 2026.
Annual
General Meeting
On
July 7, 2026, Genius Group Limited (the “Company”) held an Annual General Meeting at The Great Room, Stateroom Meeting Room,
3 Temasek Avenue, Level 18, Centennial Tower, Singapore 039190, at 3:00 p.m. (Singapore time) (the “AGM”), for the purpose
of considering and if thought fit, passing, with or without amendments, the resolutions below:
Voting
figures below reflect total votes cast, including Class A Ordinary Shares (one vote per share) and Class C Ordinary Shares (ten votes
per share) in accordance with the Company’s Constitution.
PROPOSAL
1. To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December
2025, together with the Auditor’s Report thereon.
| For | |
Against | |
Total Votes |
| 232,494,574 | |
912,141 | |
233,406,715 |
| (99.61%) | |
(0.39%) | |
|
Based
on the foregoing votes, Proposal 1 was approved.
PROPOSAL
2. To approve the payment of directors’ fees of USD $1,020,000 for the financial year ended 31 December 2025.
| For | |
Against | |
Total Votes |
| 226,146,369 | |
4,468,243 | |
230,614,612 |
| (98.06%) | |
(1.94%) | |
|
Based
on the foregoing votes, Proposal 2 was approved.
PROPOSAL
3. To re-elect Thomas Peter Power as a Director, who is retiring in accordance with Regulation 88 of the constitution of the Company.
| For | |
Against | |
Total Votes |
| 229,525,077 | |
2,348,059 | |
231,873,136 |
| (98.99%) | |
(1.01%) | |
|
Based
on the foregoing votes, Proposal 3 was approved.
PROPOSAL
4. To re-elect Eva Maria Mantziou as a Director, who is retiring in accordance with Regulation 88 of the Constitution.
| For | |
Against | |
Total Votes |
| 228,330,554 | |
3,699,969 | |
232,030,523 |
| (98.41%) | |
(1.59%) | |
|
Based
on the foregoing votes, Proposal 4 was approved.
PROPOSAL
5. To re-appoint Enrome LLP as the Auditor of the Company for the ensuing year and to authorise the Directors to fix their remuneration.
| For | |
Against | |
Total Votes |
| 231,222,272 | |
1,255,052 | |
232,477,324 |
| (99.46%) | |
(0.54%) | |
|
Based
on the foregoing votes, Proposal 5 was approved.
PROPOSAL
6. To authorize the Directors to allot and issue Class A Ordinary Shares.
| For | |
Against | |
Total Votes |
| 225,006,959 | |
6,024,121 | |
231,031,080 |
| (97.39%) | |
(2.61%) | |
|
Based
on the foregoing votes, Proposal 6 was approved.
PROPOSAL
7. To authorize the proposed Share Buyback Mandate.
| For | |
Against | |
Total Votes |
| 232,433,970 | |
1,078,143 | |
233,512,113 |
| (99.54%) | |
(0.46%) | |
|
Based
on the foregoing votes, Proposal 7 was approved.
PROPOSAL
8. Conditional Authority for Share Consolidation.
| For | |
Against | |
Total Votes |
| 223,148,618 | |
7,942,415 | |
231,091,033 |
| (96.56%) | |
(3.44%) | |
|
Based
on the foregoing votes, Proposal 8 was approved.
PROPOSAL
9. To authorize the Directors to allot and issue Class B Ordinary Shares, Class C Ordinary Shares and Preference Shares by special
resolution.
| For | |
Against | |
Total Votes |
| 225,436,568 | |
5,587,312 | |
231,023,880 |
| (97.58%) | |
(2.42%) | |
|
Based
on the foregoing votes, Proposal 9 was approved.
PROPOSAL
10. To authorize the conversion of shares by special resolution.
| For | |
Against | |
Total Votes |
| 227,133,769 | |
4,352,939 | |
231,486,708 |
| (98.12%) | |
(1.88%) | |
|
Based
on the foregoing votes, Proposal 10 was approved.
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 8, 2026 |
|
|
| |
By: |
/s/ Roger Hamilton |
| |
Name: |
Roger Hamilton |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
