Welcome to our dedicated page for Genius Group SEC filings (Ticker: GNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Genius Group Limited (GNS) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer listed on the NYSE American. Genius Group files reports on Form 20-F and Form 6-K, along with other relevant documents, to inform investors about its operations, financing activities, legal matters and strategic initiatives. These filings are an important source of information for understanding how the company executes its Bitcoin-first, AI-powered education strategy within the Educational Services sector.
In its recent Form 6-K submissions, Genius Group has reported on a range of topics, including its class action complaint in the United States District Court for the Southern District of New York alleging market manipulation of its shares, updates on litigation and arbitration involving prior counterparties, and developments in its Bitcoin Treasury and capital structure. Other filings describe the completion of the acquisition of Entrepreneur Resorts, the establishment of joint ventures and share purchase agreements for Genius School and Genius City in Bali, and changes to its Bitcoin holdings as part of its treasury strategy.
Filings also cover corporate actions such as share buybacks executed under a board-approved mandate, repurchase of warrants and the release of liens, and plans to pursue a dual listing on the Australian Securities Exchange (ASX). Updates on board advisors, analyst coverage, revenue growth on a pro forma basis and operational profitability at certain points in time are likewise communicated through these reports.
On Stock Titan, investors can review Genius Group’s 6-K and 20-F filings as they are made available from EDGAR, and use AI-powered summaries to interpret complex legal and financial language. These tools can help clarify disclosures related to treasury operations, litigation, acquisitions, joint ventures, and other material events affecting GNS. The filings page is a central resource for anyone seeking detailed, source-based information on Genius Group’s regulatory history and ongoing reporting obligations.
Genius Group (GNS) has filed a Form 6-K outlining a major change in its share structure. The company issued 50 million new ordinary shares tied to the pending asset purchase of Entrepreneur Resorts Ltd. The shares are being kept in escrow at Vstock Transfer until ERL shareholders approve the deal and will remain Rule 144-restricted for six months thereafter.
Including the escrowed block and prior Direct Registration System (DRS) transfers by investors, Vstock now holds 64.6 million shares, or 46.6 % of GNS’s issued shares. The remaining 74.1 million shares (53.4 %) sit in brokerage accounts and can still be lent to short sellers. Management urges investors to move holdings to Vstock via DRS, citing reduced short-selling risk.
- The 50 million-share issuance is dilutive but temporarily sequestered, limiting immediate trading supply.
- With nearly half the float now at the transfer agent, short-interest capacity may tighten, potentially affecting price volatility.
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).
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