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 June, 2024
Commission
File Number: 001-41353
Genius
Group Limited
(Translation
of registrant’s name into English)
8
Amoy Street, #01-01
Singapore
049950
(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.
Exhibit
Index
Exhibit
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.
| |
GENIUS
GROUP LIMITED |
| |
|
|
| Date:
June 6, 2024 |
|
|
| |
By: |
/s/
Jolie Kahn |
| |
Name: |
Jolie
Kahn |
| |
Title: |
Counsel |
Exhibit
99.1
Genius
Group Announces Updated Investor Presentation and Compliance with NYSE Guidelines on Audit Opinion
SINGAPORE,
June 6, 2024 – Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading
AI-powered education group, today announced the issuance of an updated investor presentation for their attendance at the MicroCap Rodeo
Spring Into Summer Investor Conference.
Specific
highlights included within the Investor Presentation
| |
● |
2023
results including $70 million pro forma revenue, 150% pro forma revenue growth, 52% gross margin and 5.5 million students. |
| |
● |
10x
revenue growth in the last 3 years and plan to 10x again, with its target plan to reach 100 million students, 100 Genius Cities and
$1 billion revenue. |
| |
● |
Freemium
to premium edtech model with target KPIs of under $1 cost per student leading to $10 revenue per student per year, delivering a ROAS
(Return on Acquisition Spend) of 10x annually. |
| |
● |
Genius
City learning ecosystems in partnership with schools, startups, businesses and government - each with a target of $10 million in
revenue within three years. |
| |
● |
2024
revenue growth forecast of 50% in comparison to the 14% average of its Edtech peers, and its 0.7x price / revenue ratio in comparison
to the 4.7x average of its peers. |
Compliance
with NYSE Guidelines on Audit Opinion
As
previously disclosed in its Annual Report on Form 20-F for the year ended December 31, 2023, which was filed on May 15, 2024 with the
Securities and Exchange Commission, the audited financial statements contained an unqualified audit opinion from its independent registered
public accounting firm that included an explanatory paragraph related to the Company’s ability to continue as a going concern.
See further discussion in the footnotes to the Company’s financial statements included in the Company’s Annual Report on
Form 20-F. This announcement is being made solely to comply with the NYSE American LLC Company Guide Section 610(b), which requires public
announcement of the receipt of an audit opinion containing a going concern paragraph. This announcement does not represent any change
or amendment to the Company’s financial statements or to its Annual Report on Form 20-F for the year ended December 31, 2023.
Stronger
Balance Sheet
Following
the filing of the Company’s 20-F and the recently announced warrant exercise, Genius Group management believes the Company’s
cash management balance sheet improvement efforts are proving successful. Adrian Reese, Genius Group’s Chief Financial Officer,
said “In the last six months, the company has been successful in paying in full its convertible note, completing a series of successful
financing initiatives and clearing a considerable amount of contingent liabilities.”
Genius
Group’s CEO, Roger Hamilton, added “As we execute our growth plan, we are increasing our communication and outreach to institutional
investors, family offices and investment funds. With 2024 guidance of over $100 million in revenue and year-on-year growth of 50%, we
believe we are now reaching a size that is attractive to more investors. We believe we have a strong position in the rapidly growing
AI revolution, and have begun sharing our growth story through more virtual roadshows and investor conferences.”
The
Company’s new Investor Presentation can be viewed at: https://ir.geniusgroup.net/
About
Genius Group
Genius
Group (NYSE: GNS) is a leading provider of AI-powered, digital-first education solutions, disrupting the highly standardized system of
traditional education with a personalized, flexible and life-long learning curriculum for the modern student. Genius Group services 5.4
million users in over 100 countries, providing personalized curriculums for individuals, enterprises and governments. The comprehensive,
AI-powered platform offers programs for K-12 education, accredited university courses and skills-based courses for entrepreneurs. To
learn more, please visit https://www.geniusgroup.net/.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including (without
limitation) statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future
and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking
statements are generally identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties.
Many
factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but
not limited to: the Company’s goals and strategies; the Company’s future business development; changes in demand for online
learning; changes in technology; fluctuations in economic conditions; the growth of the online learning industry the United States and
the other markets the Company serves or plans to serve; reputation and brand; the impact of competition and pricing; government regulations;
and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities
and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned not to place undue reliance
upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC,
which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update these forward-looking statements
to reflect events or circumstances that arise after the date hereof.
Investor
Relations
MZ
Group - MZ North America
(949) 259-4987
GNS@mzgroup.us
www.mzgroup.us
Exhibit
99.2
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