Genius Group (GNS) founder converts 10M shares into super-voting Class C stock

Rhea-AI Filing Summary

Genius Group Limited has changed the structure of its share capital by converting founder shares into a new super-voting class. On June 1, 2026, the board approved the conversion of 10 million Class A ordinary shares held by CEO Roger Hamilton into Class C Ordinary Shares.

The new Class C shares carry ten votes per share, are not listed on the NYSE, and will be privately held. This conversion reduces the company’s publicly tradable share count by 10 million shares, concentrating voting power while shrinking the public float.

Insights

Capital structure and governance analyst

Founder converts 10M public shares into super-voting private stock.

Genius Group converted 10 million Class A ordinary shares held by CEO Roger Hamilton into Class C Ordinary Shares carrying ten votes per share. These Class C shares are not NYSE-listed and will be privately held, shifting them out of the public market.

The move lowers the publicly tradable share count by 10 million, which may affect trading liquidity, while significantly reinforcing founder voting control through the ten-votes-per-share structure. Actual market impact will depend on how the reduced float interacts with investor demand and trading activity over time.

Key Figures

Converted shares: 10 million shares Voting power per Class C share: 10 votes per share Reduction in publicly tradable shares: 10 million shares +1 more

4 metrics

Converted shares 10 million shares Class A ordinary shares converted to Class C on June 1, 2026

Voting power per Class C share 10 votes per share Voting rights of Class C Ordinary Shares

Reduction in publicly tradable shares 10 million shares Publicly tradable shares reduced by conversion

Incorporated registration statement Form F-3 6-K incorporated by reference into Form F-3 filed May 1, 2026

Key Terms

Class C Ordinary Shares, founder shares, publicly tradable shares, Registration Statement on Form F-3

4 terms

Class C Ordinary Shares financial

"The Class C Ordinary Shares hold the voting right of ten votes per share."

founder shares financial

"Conversion of Founder Shares On June 1, 2026, the Company’s Board signed a resolution..."

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

publicly tradable shares financial

"This conversion results in the publicly tradable shares of the Company being reduced by 10 million shares."

Registration Statement on Form F-3 regulatory

"This 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3..."

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

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Form 6-K: How Foreign Companies Report to the SEC →

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 June, 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 and June 1, 2026.

Conversion of Founder Shares

On June 1, 2026, the Company’s Board signed a resolution to approve the conversion of 10 million class A ordinary shares currently held at the Company’s transfer agent under the ownership of Roger Hamilton, Chief Executive Officer to Class C Ordinary Shares.

The Class C Ordinary Shares hold the voting right of ten votes per share. Class C ordinary Shares are not listed on NYSE and will be privately held.

This conversion results in the publicly tradable shares of the Company being reduced by 10 million shares.

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: June 3, 2026
	By:	/s/ Roger Hamilton
	Name:	Roger Hamilton
	Title:	Chief Executive Officer (Principal Executive Officer)

FAQ

What change did Genius Group (GNS) announce in its June 2026 Form 6-K?

Genius Group converted 10 million Class A ordinary shares held by CEO Roger Hamilton into Class C Ordinary Shares. These new Class C shares carry ten votes per share and are not listed on the NYSE, altering both voting control and public float.

How many Genius Group (GNS) shares were converted and by whom?

The board approved conversion of 10 million Class A ordinary shares owned by CEO Roger Hamilton. Those shares were held at the company’s transfer agent and are now designated as Class C Ordinary Shares with enhanced voting rights and private ownership status.

What voting rights do Genius Group’s new Class C Ordinary Shares carry?

Each Class C Ordinary Share carries the voting right of ten votes per share. This structure increases the holder’s influence in shareholder decisions compared with regular Class A ordinary shares, which typically have one vote per share under standard dual-class arrangements.

Are Genius Group (GNS) Class C Ordinary Shares publicly traded on the NYSE?

Class C Ordinary Shares are not listed on the NYSE and will be privately held. As a result, they do not trade in the public market like the company’s listed ordinary shares, even though they carry significantly higher voting power per share.

How does the founder share conversion affect Genius Group’s publicly tradable shares?

The conversion reduces Genius Group’s publicly tradable shares by 10 million shares. Those shares move from the publicly tradable Class A category into privately held Class C Ordinary Shares, changing the balance between market float and insider-controlled voting power.

Is the June 2026 Genius Group (GNS) 6-K linked to any registration statement?

Yes. The Form 6-K is incorporated by reference into Genius Group’s Registration Statement on Form F-3. That registration statement was filed on May 1, 2026 and later amended on May 4, 2026 and June 1, 2026, integrating this information.