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Genius Group (NYSE: GNS) closes $8M offering, funds 9.9% Jewel stake

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Form Type
6-K

Rhea-AI Filing Summary

Genius Group Limited completed an $8 million registered direct offering of 21,621,621 ordinary shares (or pre-funded warrants) at $0.37 per share. The company is allocating $5.5 million of net proceeds to acquire a Senior Secured Convertible Promissory Note immediately convertible into 9.9% of Jewel Financial Limited’s equity, gaining exposure to Bermuda’s only dual-licensed digital bank.

As additional consideration to the Jewel sellers, Genius Group is issuing 15,000,000 ordinary shares at a deemed price of $0.40 per share. D. Boral Capital LLC served as exclusive placement agent, earning a 7% cash fee and 1% expense allowance, and key insiders agreed to short-term lock-up restrictions on share sales.

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Insights

Genius Group raises $8M and funds a 9.9% stake in digital bank owner Jewel Financial via a convertible note.

Genius Group completed an $8 million registered direct offering of 21,621,621 shares (or pre-funded warrants) at $0.37. A placement agent received a 7% cash fee plus a 1% non-accountable expense allowance on aggregate gross proceeds.

The company is using $5.5 million of net proceeds to buy a Senior Secured Convertible Promissory Note immediately convertible into 9.9% of Jewel Financial Limited, parent of Jewel Bancorp, which holds a full banking license and a Class F digital asset business license. An additional 15,000,000 shares at a deemed $0.40 per share will be issued to the sellers.

Short lock-up agreements restrict share sales by executives, directors, and large holders for thirty days, and the company for two months, with some exceptions. Overall, the transaction raises cash, introduces equity dilution, and increases exposure to digital asset and stablecoin banking activities, with actual outcomes depending on Jewel Bank’s launch and regulatory environment.

Gross proceeds $8,000,000 Aggregate gross proceeds from registered direct offering
Shares offered 21,621,621 shares Ordinary shares (or pre-funded warrants) at $0.37 per share
Use of proceeds for Jewel note $5,500,000 Net proceeds used to acquire note convertible into Jewel Financial equity
Equity stake in Jewel Financial 9.9% equity Convertible note immediately convertible into Jewel Financial Limited
Additional consideration shares 15,000,000 shares Shares to Jewel sellers at deemed $0.40 per share
Pre-Funded Warrants offered 19,324,324 warrants Pre-Funded Warrants at $0.3699 purchase price, $0.0001 exercise price
Placement fee rate 7.0% cash fee Of aggregate gross proceeds from common stock and Pre-Funded Warrants
Placement expense allowance cap $150,000 Cap on legal and out-of-pocket expenses payable by company
registered direct offering financial
"Genius Group Announces Closing of $8,000,000 Registered Direct Offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
pre-funded warrants financial
"ordinary shares (or pre-funded warrants in lieu thereof) in a registered direct offering"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Senior Secured Convertible Promissory Note financial
"acquisition of a Senior Secured Convertible Promissory Note that is immediately convertible"
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.
lock-up agreements financial
"pursuant to “lock-up” agreements, our executive officers, directors and holders"
A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.
shelf registration statement on Form F-3 regulatory
"offered by the Company pursuant to an effective shelf registration statement on Form F-3"
Class F digital asset business license regulatory
"holds both a full banking license and a Class F digital asset business license"

 

 

 

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

 

 

 

FAQ

What did Genius Group (GNS) announce in this Form 6-K?

Genius Group completed an $8 million registered direct offering of ordinary shares at $0.37 each. It is using most of the net proceeds to acquire a convertible note tied to a 9.9% equity stake in Jewel Financial Limited, parent of dual-licensed Jewel Bancorp.

How many Genius Group shares were sold and at what price?

The company sold 21,621,621 ordinary shares, or pre-funded warrants in lieu thereof, at a public offering price of $0.37 per share. This registered direct offering generated $8,000,000 in gross proceeds before deducting placement agent fees and related expenses.

How will Genius Group (GNS) use the $8 million gross proceeds?

Genius Group is using $5.5 million of net proceeds to buy a Senior Secured Convertible Promissory Note immediately convertible into 9.9% of Jewel Financial Limited. The remaining net proceeds will support working capital needs and general corporate purposes across its education business.

What is the Jewel Financial and Jewel Bancorp transaction for Genius Group?

Genius Group is acquiring a note immediately convertible into 9.9% of Jewel Financial Limited, owner of Jewel Bancorp Limited. Jewel Bancorp holds a full banking license and a Class F digital asset business license, and is developing a USD stablecoin (JUSD) and digital asset banking services.

What fees and lock-up terms are tied to the Genius Group offering?

Placement agent D. Boral Capital LLC receives a 7% cash fee, a 1% non-accountable expense allowance, and up to $150,000 of expenses. Executives, directors, and over-5% holders agreed to 30-day lock-ups, while the company agreed to a two-month lock-up, both with specified exceptions.

Filing Exhibits & Attachments

18 documents