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.
On
April 16, 2026, the Company consummated an offering of common shares based upon the securities purchase agreement it entered into with
certain investors, including American Ventures LLC as lead investor for the purchase and sale of 2,297,297 of its ordinary shares, no
par value (“ordinary shares”, or the “common stock”), at a public offering price of $0.37 per share. It also
issued to each purchaser whose purchase of shares of our common stock in this offering would otherwise result in the purchaser, together
with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of
the outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser
so chooses, 19,324,324 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of common stock in lieu of shares
of common stock. Each Pre-Funded Warrant is exercisable for one share of our common stock and is immediately exercisable and will expire
when exercised in full. The purchase price of each Pre-Funded Warrant is $0.3699, which is equal to the price per share of common stock
being sold to the public, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share.
D.
Boral Capital LLC acted as the exclusive placement agent for the Offering. The placement agent was paid the following: a cash fee equal
to 7.0% of the aggregate gross proceeds from the sale of the common stock and Pre-Funded Warrants in this offering, and a non-accountable
expense allowance equal to 1% of the aggregate gross proceeds from the sale of the common stock and Pre-Funded Warrants in this offering.
In addition, we have agreed to pay expenses of legal counsel and other out-of-pocket expenses in an amount not to exceed $150,000.
For
a period of thirty days following the closing of this offering, pursuant to “lock-up” agreements, our executive officers,
directors and holders of more than five percent of our common stock have agreed not to, without the prior written consent of the Placement
Agent, directly or indirectly offer, pledge, sell, contract to sell, grant any option to purchase, lend, or otherwise transfer or dispose
of any equity securities of the Company, or enter into any swap, hedge, or other arrangement that transfers any of the economic consequences
of ownership of such securities, subject to certain exceptions. In addition, for a period of two months following the closing of this
offering, we have agreement not to, without the prior written consent of the Placement Agent, directly or indirectly offer, pledge, sell,
contract to sell, grant any option to purchase, lend, or otherwise transfer or dispose of any equity securities of the Company, or enter
into any swap, hedge, or other arrangement that transfers any of the economic consequences of ownership of such securities, subject to
certain exceptions, including certain exempt issuances under our current at the market offering.
The
closing of the Offering which occurred on April 16, 2026, was subject to the satisfaction of customary closing conditions. The Company
received aggregate gross proceeds of $8 million from the Offering, before deducting placement agent fees and other related expenses.
The
Company used $5.5 million of the net proceeds from the Offering to fund the acquisition of a Senior Secured Convertible Promissory Note
that is immediately convertible into 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited, Bermuda’s
only dual-licensed digital bank, progressing its previously announced GENIUS Act plans of becoming a Permitted Payment Stablecoin Issuer
and Digital Asset Service Provider.
In
addition to the cash consideration, the Company issued 15,000,000 restricted ordinary shares (and/or prefunded warrants in lieu thereof)
to the sellers at a deemed price of $0.40 per share as further consideration for the acquisition in a transaction exempt from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended. The 15 million restricted shares (and prefunded warrants in lieu thereof)
are subject to a registration rights agreement with the Company and the holders of the restricted shares and prefunded warrants in lieu
thereof to file a resale registration statement on Form F-3 within 14 days of closing and to be effective within 60 days.
Jewel
Bancorp Limited holds both a full banking license and a Class F digital asset business license issued by the Bermuda Monetary Authority
under the Digital Asset Business Act 2018. Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking
services, including custody, settlement, and stablecoin infrastructure. The remainder of the net proceeds will be used to support working
capital needs and general corporate purposes. Jewel Bancorp Limited is a Bermuda exempted company that holds both a full banking license
and a Class F digital asset business license issued by the Bermuda Monetary Authority under the Digital Asset Business Act 2018, making
it Bermuda’s only dual-licensed digital bank. Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset
banking services, including custody, settlement, and stablecoin infrastructure. The Bank is pending final approvals and launch, which
is anticipated later this year. A portion of the net proceeds from this Offering will be used to fund the Company’s acquisition
of a Senior Secured Convertible Promissory Note immediately convertible into 9.9% of the equity of Jewel Financial Limited, the sole
shareholder of Jewel Bancorp Limited.
EXHIBITS
| 5.1 |
Legal Opinion |
| 10.1 |
Form
of Securities Purchase Agreement |
| 10.2 |
Form
of Prefunded Warrant |
| 10.3 |
Form
of Placement Agency Agreement |
| 10.4 |
Form
of Lockup Agreement |
| 10.5 |
Form
of Note Purchase Agreement |
| 10.6 |
Form
of Registration Rights Agreement |
| 23.1 |
Auditor Consent |
| 99.1 |
Press Releases with regard to the offering |
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 22, 2026 |
|
|
| |
By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit
99.1

Genius
Group Announces Pricing of $8 Million Registered Direct Offering
SINGAPORE,
April 15, 2026 — Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”),
a leading AI-powered education group, today announced it has entered into a securities purchase agreement with certain investors, including
American Ventures LLC as lead investor for the purchase and sale of 21,621,621 million shares of ordinary shares (or pre-funded warrants
in lieu thereof) in a registered direct offering (the “Offering”) at a public offering price of $0.37 per share.
D.
Boral Capital LLC is acting as the exclusive placement agent for the Offering.
The
closing of the Offering is expected to occur on or about April 16, 2026, subject to the satisfaction of customary closing conditions.
The Company expects to receive aggregate gross proceeds of $8 million from the Offering, before deducting placement agent fees and other
related expenses.
The
Company intends to use $5.5 million of the net proceeds from the Offering to fund the acquisition of a Senior Secured Convertible Promissory
Note that is immediately convertible into 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited,
Bermuda’s only dual-licensed digital bank, progressing its previously announced GENIUS Act plans of becoming a Permitted Payment
Stablecoin Issuer and Digital Asset Service Provider.
In
addition to the cash consideration, the Company will issue 15,000,000 ordinary shares to the sellers at a deemed price of $0.40 per share
as further consideration for the acquisition.
Jewel
Bancorp Limited holds both a full banking license and a Class F digital asset business license issued by the Bermuda Monetary Authority
under the Digital Asset Business Act 2018. Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking
services, including custody, settlement, and stablecoin infrastructure. The remainder of the net proceeds will be used to support working
capital needs and general corporate purposes.
The
ordinary shares (or pre-funded warrants in lieu thereof) are being offered by the Company pursuant to an effective shelf registration
statement on Form F-3 (Registration No. 333-288534), which was declared effective by the U.S. Securities and Exchange Commission (the
“SEC”) on July 18, 2025.
A
prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC. Once filed, it will
be available on the SEC’s website at http://ww.sec.gov and on the Company’s website at https://ir.geniusgroup.net.
A copy of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained, when available, from D.
Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 404-7002,
or by email at syndicate@dboralcapital.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Genius Group
Genius
Group (NYSE American: GNS) is an Education Group delivering AI-powered education and acceleration solutions for the future of work. Genius
Group serves 6 million users in over 100 countries through its Genius School, Genius Academy, Genius Resorts and Genius City models.
It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at the individual, enterprise,
and government level. To learn more, please visit https://www.geniusgroup.ai/
Details
of the Genius Group’s GENIUS Act plans, including becoming a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider,
and launching its GEMs (Genius Education Merits) and Genius Wallet can be found here.
About
Jewel Bancorp Limited
Jewel
Bancorp Limited is a Bermuda exempted company that holds both a full banking license and a Class F digital asset business license issued
by the Bermuda Monetary Authority under the Digital Asset Business Act 2018, making it Bermuda’s only dual-licensed digital bank.
Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking services, including custody, settlement,
and stablecoin infrastructure. The Bank is pending final approvals and launch, which is anticipated later this year. A portion of the
net proceeds from this Offering will be used to fund the Company’s acquisition of a Senior Secured Convertible Promissory Note
immediately convertible into 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited.
Forward-Looking
Statements
Statements
made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,”
“will,” “plan,” “should,” “expect,” “anticipate,” “estimate,”
“continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends, and
uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve
factors that may cause actual results to differ materially from those projected or suggested. These risks include, but are not limited
to, the ability to complete the offering on the terms described or at all, the ability to satisfy customary closing conditions, market
conditions, regulatory developments affecting the digital asset and stablecoin industries, and other risks described in the Company’s
filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider
the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual
Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company
assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information,
or otherwise.
Contacts
For
enquiries, contact investor@geniusgroup.ai

Genius
Group Announces Closing of $8,000,000 Registered Direct Offering
SINGAPORE,
April 16, 2026 — Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading
AI-powered education group, today announced the closing of its previously announced registered direct offering (the “Offering”)
of 21,621,621 ordinary shares (or pre-funded warrants in lieu thereof) at a public offering price of $0.37 per share. The Company received
aggregate gross proceeds of $8,000,000 from the Offering, before deducting placement agent fees and other related expenses.
D.
Boral Capital LLC acted as the exclusive placement agent for the Offering.
The
Company is using $5,500,000 of the net proceeds from the Offering to fund the acquisition of a Senior Secured Convertible Promissory
Note that is being immediately converted into 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited,
Bermuda’s only dual-licensed digital bank, progressing its previously announced GENIUS Act plans of becoming a Permitted Payment
Stablecoin Issuer and Digital Asset Service Provider.
In
addition to the cash consideration, the Company will issue 15,000,000 ordinary shares to the sellers at a deemed price of $0.40 per share
as further consideration for the acquisition, with the Company having entered into a Note Purchase Agreement on these terms concurrently
with the Closing of the Registered Direct Offering.
Jewel
Bancorp Limited holds both a full banking license and a Class F digital asset business license issued by the Bermuda Monetary Authority
under the Digital Asset Business Act 2018. Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking
services, including custody, settlement, and stablecoin infrastructure. The remainder of the net proceeds will be used to support working
capital needs and general corporate purposes.
The
ordinary shares (or pre-funded warrants in lieu thereof) were offered by the Company pursuant to an effective shelf registration statement
on Form F-3 (Registration No. 333-288534), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”)
on July 18, 2025. A prospectus supplement describing the terms of the Offering has been filed with the SEC and is available on the SEC’s
website at http://www.sec.gov and on the Company’s website at https://ir.geniusgroup.net. A copy of the prospectus
supplement and accompanying base prospectus relating to the Offering may be obtained from D. Boral Capital LLC, 590 Madison Avenue, 39th
Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at +1 (212) 970-5150, or by email at dbccapitalmarkets@dboralcapital.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Genius Group
Genius
Group (NYSE American: GNS) is an Education Group delivering AI-powered education and acceleration solutions for the future of work. Genius
Group serves 6 million users in over 100 countries through its Genius School, Genius Academy, Genius Resorts and Genius City models.
It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at the individual, enterprise,
and government level. To learn more, please visit https://www.geniusgroup.ai/
Details
of the Genius Group’s GENIUS Act plans, including becoming a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider,
and launching its GEMs (Genius Education Merits) and Genius Wallet can be found here.
About
Jewel Bancorp Limited
Jewel
Bancorp Limited is a Bermuda exempted company that holds both a full banking license and a Class F digital asset business license issued
by the Bermuda Monetary Authority under the Digital Asset Business Act 2018, making it Bermuda’s only dual-licensed digital bank.
Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking services, including custody, settlement,
and stablecoin infrastructure. The Bank is pending final approvals and launch, which is anticipated later this year. A portion of the
net proceeds from this Offering will be used to fund the Company’s acquisition of a Senior Secured Convertible Promissory Note
immediately convertible into 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited.
Forward-Looking
Statements
Statements
made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,”
“will,” “plan,” “should,” “expect,” “anticipate,” “estimate,”
“continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends, and
uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve
factors that may cause actual results to differ materially from those projected or suggested. These risks include, but are not limited
to, the ability to complete the offering on the terms described or at all, the ability to satisfy customary closing conditions, market
conditions, regulatory developments affecting the digital asset and stablecoin industries, and other risks described in the Company’s
filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider
the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual
Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company
assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information,
or otherwise.
Contacts
For
enquiries, contact investor@geniusgroup.ai