Genius Group SEC Filings

Key Ownership Disclosure: Genius Group Ltd (ticker: GNS) has filed a Schedule 13G with the U.S. Securities and Exchange Commission for an event dated 24 June 2025.

The filing shows that Roger James Hamilton, a United Kingdom citizen, beneficially owns 7,500,000 ordinary shares, representing 8.5 % of Genius Group’s outstanding shares.

Voting and dispositive authority are entirely sole (7.5 million shares) with no shared power reported.

• Sole voting power: 7,500,000
• Sole dispositive power: 7,500,000

Item 10 certification affirms the position is passive; the securities were not acquired to change or influence control of the issuer.

The document is signed by Roger James Hamilton on 9 July 2025, giving investors an updated, transparent view of Genius Group’s shareholder structure.

Genius Group Limited (NYSE American: GNS) has filed Amendment No. 2 to its prospectus supplement, activating an at-the-market (ATM) equity program of up to US$100 million in ordinary shares under an existing shelf registration (Form F-3, Reg. No. 333-280600). The shares will be offered through H.C. Wainwright & Co. acting as sales agent or principal. Transactions will be deemed “at the market” under Rule 415, executed primarily on NYSE American at prevailing prices, though negotiated or off-exchange sales are also permissible.

The filing updates capacity calculations following the Company’s Form 20-F for FY-2024. Because public float held by non-affiliates now exceeds US$75 million (≈US$115.4 million as of 1 July 2024), sales are no longer capped by Instruction I.B.5 of Form F-3 and may proceed without restriction under Instruction I.B.1.

Key terms

• Maximum issuance: up to US$100 million of ordinary shares.
• Commission: 3.0% of gross proceeds payable to Wainwright; deemed underwriting compensation.
• Outstanding shares: 87,808,823 as of 3 July 2025 (post 1-for-10 reverse split effected 16 Aug 2024).
• Recent price: US$1.44 per share (1 July 2025 close).
• Potential dilution: illustrative sale of 69,444,444 shares at US$1.44 would raise ~US$100 million and lower investors’ net tangible book value by US$0.27 per share while increasing existing holders’ NTBV by US$0.25.
• Use of proceeds: “general corporate purposes,” explicitly including working capital, repayment of debt, strategic or asset acquisitions, capital expenditures, and potential Bitcoin purchases.

Investor considerations

• The Company gains flexible access to growth capital without a minimum draw requirement, strengthening liquidity ahead of planned AI-led expansion and potential M&A.
• ATM structure allows opportunistic issuance but could pressure share price because shares may be sold at market levels with little notice; magnitude could reach 79% of current float if fully utilized.
• Risk factors highlight dilution, share-price volatility, discretion in use of proceeds, absence of dividends, and broad market factors.
• Wainwright may terminate the agreement at any time; Genius may do so with ten days’ notice.

The prospectus supplement also refreshes corporate background: 3.8 million students on GeniusU by end-2024, strategic focus on AI education, recent board changes (resignation of Eric Pulier; appointments of Michael Moe and Riaz Shah), auditor transition to Enrome LLP, and details of earlier acquisitions and spin-offs. No new financial results are provided beyond previously reported FY-2023 revenue of US$23.1 million (US$70.4 million pro forma including FatBrain AI).