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 November, 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.
Genius
Group Limited (the “Company”) is providing the following update with regards to its investing and financing activities:
On
November 5, 2025, the Company completed a share purchase agreement with Nuanu Creative City, acquiring 51% of ProEd Global School for
$2 million. The Company plans to establish its Genius School model at ProEd into a leading Future School, teaching the ABCs of the future
through its combination of classes, camps and programs.
The
Company has also completed on a joint venture agreement with Nuanu Creative City, establishing a new company, PT Genius City, with 51%
owned by the Company, to develop Genius City in Bali. The Company is investing $5.1 million in equity capital into PT Genius City, and
Nuanu Creative City is investing $4.9 million in assets into PT Genius City. Genius City is an integrated living district with an initial
100 keys, together with a co-working cafe, conference space and facilities for accelerators, retreats and workshops. The Company plans
to make Genius City the first Bitcoin-based, tokenized community in Asia.
The
Company has chosen to adjust its treasury operations in light of current market conditions and has revised its strategy to minimize dilution
of shares and reduce debt by utilizing a portion of its Bitcoin and cash reserves to cover short term cash requirements for acquisitions,
to pay down debt and to provide reserves for future share buybacks. As part of this strategy, the Company has reduced the Bitcoin in
its treasury from 200 Bitcoin to 138 Bitcoin as at November 9, 2025, and increased the cash balance in its treasury. The 62 Bitcoin sold
by the Company were sold at a profit of approximately $0.2 million. Once the Company believes the price of Bitcoin stabilizes and downside
risk reduces, the Company will recommence buying Bitcoin. The Company believes that these steps will assist in maximizing shareholder
value, while it executes on its plans to build its anticipated profitable operations and build its Bitcoin Treasury in the long term.
Further
to the Company’s successful completion of the Entrepreneur Resorts transaction, Entrepreneur Resorts is being rebranded as Genius
Resorts by January 2026. The Company is pleased to announce that its group of companies achieved operational profitability in the month
of October 2025 before overhead and central costs, and the Company continues to make progress towards its target of overall profitability
and positive EBITDA.
Exhibit
Index
| Exhibit 99.1 |
|
Press Release dated November
10, 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:
November 10, 2025 |
|
|
| |
By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
