Genius Group Limited has furnished a Form 6-K highlighting its new Genius AI Treasury and AGI Infinity Portfolio strategy, supported by an investor call, presentation and whitepaper. The company plans to deploy up to US$100 million initially and target up to US$800 million over five years into companies leading the build-out of artificial general intelligence.
The AGI Infinity Portfolio is intended to sit alongside a Bitcoin Treasury within a dual-treasury structure, while keeping investment securities below the 40% asset threshold under the Investment Company Act of 1940. Phase 1 targets a US$20 million allocation via three SEC-registered pre-IPO funds, providing look-through exposure to names such as SpaceX, Anthropic and OpenAI. The whitepaper also outlines a roadmap to grow total assets from US$137 million at FY2025 to a targeted US$280 million at FY2026 and US$2 billion by 2030, with detailed risk disclosures on concentration, volatility, liquidity, valuation and regulatory factors.
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.
Genius Group Limited registers the resale by selling shareholders of up to 15,000,000 Ordinary Shares, from time to time after the effectiveness of this registration statement. The prospectus states these shares include Ordinary Shares previously issued and Ordinary Shares issuable upon exercise of pre-funded warrants and that the Company will not receive proceeds from resale transactions; the Company will receive proceeds only from any cash exercises of such warrants.
The filing reiterates the Company’s recent $8.0M registered direct offering completed on April 16, 2026, the use of $5.5M of net proceeds to acquire a convertible interest funding a 9.9% stake in Jewel Financial Limited, and reported 194,678,195 ordinary shares outstanding as of May 28, 2026.
Genius Group Limited is awarding a Bitcoin Loyalty Program bonus of $0.10 per share to shareholders who kept their shares in book entry through 4:30pm on May 28, 2026. At the company’s share price of $0.22 at the May 27, 2026 close, this bonus equals 45.4% of the share price and is payable in Bitcoin or cash.
Shareholders who maintained book-entry holdings from 4:30pm on November 29, 2025 through 4:30pm on May 28, 2026 qualify. VStock will deliver the ownership record, and the company plans to contact all qualifying shareholders by June 15, 2026 with payment instructions.
Due to the program’s success, Genius Group is launching a second round of the Bitcoin Loyalty Program on June 1, 2026, with details to be provided in a press release and at an investor meeting on June 2, 2026. The company will also discuss its AI treasury strategy and the AGI Infinity Portfolio at that meeting.
Genius Group Limited has voluntarily dissolved its wholly owned U.S. subsidiary, Revealed Films, Inc. The dissolution, completed on May 13, 2026, removes $5.46 million of liabilities and creates a net gain of $5.46 million in the current year’s profit and loss statement. Ending the subsidiary also stops its ongoing operating losses and administrative expenses. The Board has additionally authorized ICC arbitration against the founders of Revealed Films, seeking recovery of about $2.57 million under purchase price adjustment terms, though the timing and outcome of this claim are uncertain.
Genius Group Limited furnished a Form 6-K highlighting updated investor presentations on its AI education business and its new digital banking strategy via Jewel Bank. The company reported Q1 2026 revenue growth of 171% year-over-year and gross profit growth of 228%, reflecting rapid expansion of its AI-powered education ecosystem serving 6.1 million students and users across more than 100 countries.
In April 2026, Genius Group acquired a 9.9% equity stake in Bermuda-based Jewel Bank through an $8 million registered direct offering with American Ventures LLC as lead investor, gaining exposure to a dual-licensed digital bank positioned for regulated stablecoin issuance. The filing also reiterates that the company’s most recent audited financial statements include an explanatory paragraph about its ability to continue as a going concern, a disclosure made to comply with NYSE American rules and not as a change to previously filed financials.
Genius Group Limited filed an amendment to a Form F-3 registration statement to permit the resale of up to 15,000,000 ordinary shares and 15,000,000 ordinary shares underlying pre-funded warrants issued in connection with its April 16, 2026 acquisition transaction. The resale is by selling shareholders and the Company will not receive proceeds from those resales.
The registration covers shares issued as part of a transaction that included a registered direct offering that raised $8.0M, use of $5.5M to acquire a convertible note tied to a 9.9% equity stake in Jewel Financial Limited, and issuance of 15,000,000 restricted shares (or pre-funded warrants) at a deemed price of $0.40 per share. The filing also discloses an outstanding share count of 194,678,195 as of April 30, 2026 and an announced retirement of 30.1 million shares identified for removal from the public float.
Genius Group Limited filed a Form 6-K explaining how it used proceeds from a recent capital raise and its new stake in Jewel Bank. The company completed an $8 million registered direct offering, issuing 2,297,297 ordinary shares at $0.37 plus 19,324,324 pre-funded warrants at $0.0001 per share.
Genius Group used $5.5 million of net proceeds to buy a senior secured convertible promissory note immediately convertible into 9.9% of Jewel Financial Limited, owner of Bermuda-based Jewel Bank. About $5 million funds Jewel Bank’s operations toward launch, with roughly $500,000 covering transaction costs, and remaining offering proceeds for working capital and general corporate purposes.
The filing details relationships among lead investor American Ventures LLC, Jewel Investments LLC, and Dominari Holdings Inc., and states that neither Donald Trump Jr., Eric Trump, nor any Trump family member has any direct relationship with Genius Group or influence over its management or operations.
Genius Group Limited files a Form F-3 to register the resale of up to 15,000,000 ordinary shares and/or 15,000,000 ordinary shares underlying pre-funded warrants issued as consideration for its April 16, 2026 acquisition transaction.
The prospectus states the resale shares were issued at a deemed price of $0.40 per share, the company will receive no proceeds from resales, and the offering follows a registered direct offering that raised $8.0M on April 16, 2026. The filing also discloses a 9.9% convertible-note-funded investment in Jewel Financial Limited, planned stablecoin initiatives, and identification of 30.1M shares for retirement, which the company says reduces public float materially.
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.