[SCHEDULE 13G] Genius Group Limited SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Significant ownership transparency: The filing confirms Roger James Hamilton holds 8.5 % (7.5 million shares) of Genius Group, clarifying the company’s shareholder base.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Single investor now formally disclosed with 8.5 % of GNS; passive filing signals no immediate governance shift.

Schedule 13G filings matter because they reveal ownership blocks above 5 %. Roger James Hamilton’s 7.5 million-share stake equates to 8.5 % of Genius Group’s ordinary shares, positioning him as a significant but passive shareholder. The absence of shared voting or dispositive power suggests personal control of the stake rather than a coordinated group. Because the filing is on Form 13G—not the activist-oriented Form 13D—and includes the standard certification, the market should view the disclosure as informational rather than a precursor to strategic change. While a large insider or founder holding can align interests with minority investors, the form itself carries neutral short-term implications: no new capital raised, no dilution, and no announced operational initiatives. Overall, the impact is transparency-driven, aiding investors’ assessment of ownership concentration without signaling immediate corporate action.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Genius Group Ltd

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

Y3005A117

(CUSIP Number)

06/24/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. Y3005A117

1

Names of Reporting Persons

Roger James Hamilton

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 7,500,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,500,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Genius Group Ltd
(b)	Address of issuer's principal executive offices: 8 AMOY STREET #01-01, Singapore, Singapore, 049950
Item 2.
(a)	Name of person filing: Roger James Hamilton
(b)	Address or principal business office or, if none, residence: 8 Amoy Street, #01-01 Singapore 049950
(c)	Citizenship: UK
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP No.: Y3005A117
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 7,500,000
(b)	Percent of class: 8.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 7,500,000
	(ii) Shared power to vote or to direct the vote: -
	(iii) Sole power to dispose or to direct the disposition of: 7,500,000
	(iv) Shared power to dispose or to direct the disposition of: -
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Roger James Hamilton

Signature:	/s/ Roger James Hamilton
Name/Title:	Roger James Hamilton
Date:	07/09/2025

FAQ

How many Genius Group (GNS) shares does Roger James Hamilton own?

The Schedule 13G reports that he beneficially owns 7,500,000 ordinary shares.

What percentage of Genius Group’s outstanding shares does this represent?

The stake represents 8.5 % of the company’s ordinary shares.

Does Roger James Hamilton share voting or dispositive power over these shares?

No. The filing lists sole voting and dispositive power with 0 shared power.

When did the ownership position trigger the Schedule 13G filing?

The event date requiring the filing is 24 June 2025.

What is the CUSIP number for Genius Group’s ordinary shares?

The CUSIP disclosed in the filing is Y3005A117.

Is the stake intended to influence control of Genius Group?

No. The certification states the shares were not acquired to change or influence control.