GNS settles Ayrton obligations for $1.8M and cancels 1.34M warrants

Rhea-AI Filing Summary

Genius Group Limited (GNS) announced a warrant repurchase and settlement. On October 21, 2025, the company entered into an agreement with Alto Opportunity Master Fund, SPC to repurchase 1,344,500 warrants to purchase its ordinary shares that were previously issued to Ayrton. Genius Group paid $1.8 million to Ayrton to satisfy in full all remaining obligations.

Following the transaction, all liens that Ayrton had on Genius Group’s assets were released, and the parties exchanged mutual releases.

Insights

Capital Markets & Corporate Actions Analyst

Cash settlement removes warrants and releases liens; neutral impact.

Genius Group repurchased 1,344,500 warrants linked to its ordinary shares and paid $1.8 million to Ayrton, fully settling remaining obligations. The agreement was executed on October 21, 2025 with Alto Opportunity Master Fund, SPC.

The immediate effect is a cash outflow and the elimination of potential future warrant exercises tied to those instruments. The filing also states that all liens held by Ayrton on company assets were released, with mutual releases exchanged.

The overall impact depends on prior warrant terms and company liquidity, which are not detailed in the excerpt. Actual market effects will hinge on subsequent disclosures in future filings.

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, 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.

On October 21, 2025, Genius Group entered into an agreement with Alto Opportunity Master Fund, SPC (“Alto”) pursuant to which it repurchased 1,344,500 warrants to purchase its ordinary shares previously issued to Ayrton and satisfied in full all remaining obligations to Ayrton for an amount of $1.8 million paid by Genius Group to Ayrton. As a result, all liens which Ayrton had on its assets are released, and the parties also exchanged mutual releases.

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 22, 2025
	By:	/s/ Roger Hamilton
	Name:	Roger Hamilton
	Title:	Chief Executive Officer
		(Principal Executive Officer)

FAQ

What action did Genius Group (GNS) take regarding its warrants?

Genius Group repurchased 1,344,500 warrants to purchase its ordinary shares that were previously issued to Ayrton.

How much did Genius Group (GNS) pay as part of the settlement?

Genius Group paid $1.8 million to Ayrton to satisfy in full all remaining obligations.

Which parties were involved in the agreement?

Genius Group entered into an agreement with Alto Opportunity Master Fund, SPC; the warrants were previously issued to Ayrton.

What happened to liens on Genius Group’s assets?

All liens that Ayrton had on Genius Group’s assets were released.

Did the parties provide releases after the transaction?

Yes. Genius Group and Ayrton exchanged mutual releases following the settlement.