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 February, 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.
The
Company is providing the following update to its shareholders.
Bitcoin
Treasury Update
In
response to market conditions, between December 29, 2025 and February 6, 2026, the Company sold an aggregate of 96 bitcoin (“BTC”)
at an average price of approximately US$73,238 per BTC, generating gross proceeds of approximately US$7.0 million. The proceeds were
applied toward repayment of the Company’s Bitcoin-backed loan, reducing the outstanding balance by approximately US$5.2 million
from approximately US$8.5 million to approximately US$3.3 million.
As
of February 6, 2026, the Company holds 84.15 BTC in its treasury and has a remaining loan balance of approximately US$3.3 million. The
loan may be repaid without penalty at any time, and the Company does not hold any other form of debt.
The
Company will proceed with future raising and deployment of funds between Bitcoin purchases and sales, paying down its remaining debt
and share buybacks with an ongoing view of continuing to maximise shareholder value whilst building the performance and profitability
of its core operations.
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.
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GENIUS
GROUP LIMITED |
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|
|
| Date:
February 06, 2026 |
|
|
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By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
