Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
25 September 2024 - 11:15PM
Edgar (US Regulatory)
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 September, 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.
On
September 25, 2024, Roger Hamilton, Chief Executive Officer and a Director of Genius Group Limited (the “Company”) submitted
to the company notice of his contractual rights to acquire and receive further ordinary shares in Genius, increasing his stakeholding
by approximately 5.5 million shares. The Company is reviewing his application and will make the necessary submissions accordingly.
In
addition, he submitted a letter to the Board of Directors which he requested be publicly available as an open letter, which is hereby
included as an attachment.
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:
September 25, 2024 |
|
|
|
By: |
/s/
Roger Hamilton |
|
Name: |
Roger
Hamilton |
|
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
Exhibit
99.1
Genius
Group Ltd
01-01,
7-13 Amoy Street,
Far
East Square,
Singapore
049949
25
September, 2024
To:
GNS Board of Directors
Dear
Board,
I
have served as CEO of Genius Group Ltd since its inception. I am also founder and founding shareholder of Genius, and I write to you
today in that capacity.
In
light of recent events, including the various allegations against Mr. Moe and Mr. Ritz, the impact of their conduct on the company, and
the invalid Board meeting that took place last Sunday, I have called the Emergency Board Meeting today for three main reasons.
The
first reason is for our legal counsel to advise all our Board Members of the fiduciary duty each of us hold to act in the best interests
of the company and our shareholders. This includes the duty of care, duty of loyalty and duty of candor. As a public company, Directors
of Genius can be held personally liable if they fail in their duty, and if they pursue their own personal interests in conflict with
the interests of our shareholders. As founder of this company, I expect all Board Members to hold themselves to the highest standard
of conduct going forward, or if they do not believe they are able to do this, to resign from the Board.
The
second reason is for our executive team to provide their report, supported by factual details, of the inquiries and investigations into
the allegations of misconduct and alleged fraud that have been received by the company. I strongly believe that the Board’s appropriate
response to their report should be a considered and measured approach by which we agree to appoint an independent US-based investigator
to conduct a full investigation and report back to the board, without any premature decisions made by Directors that might make you party
to any alleged misconduct. Our legal counsel has recommended an independent investigator that they will discuss at our meeting.
The
third reason is for our Board to be fully aware of the concerns of our shareholders and their right to expect the highest level of conduct
from our Board. As the longest serving shareholder of Genius, I count myself in this group. What happened this past Sunday, which has
been described by some observers as an illegal board room coup, has resulted in my own concern as a shareholder being dramatically increased.
We are managing enough risks and drama around our business without our Board needing to add to them. For this reason I am taking the
following actions as a concerned shareholder of Genius to safeguard the company:
| 1. | This
morning I have notified the company of my contractual rights to acquire and receive further
ordinary shares in Genius, increasing my stakeholding by approximately 5.5 million shares,
which reinstates my position as the largest shareholder of Genius with over 20% of the issued
share capital. |
| 2. | I
have instructed the company to include in the upcoming AGM a shareholder vote for the removal
and replacement of each of the Board Directors who took part in the invalid board meeting
and vote that took place on Sunday. I believe the independent investigation will be complete
prior to the AGM and shareholders will be equipped to make their own decisions based on the
information available to them, and each Board Director can make their own decision if they
want to see a future for themselves in Genius Group or not. |
| | |
| 3. | I
hereby give the Board notice that the company has today engaged Andrew Levander of Dechert,
LLP to commence legal action against Mr. Moe and Mr. Ritz for alleged misconduct and breaches
of contract, and to protect the company on behalf of its shareholders. The company will not
hesitate to expand the scope of this legal action to parties that are believed to be aiding
in any alleged misconduct or breaches, or in their cover-up, including to the company’s
own officers. |
| | |
| 4. | In
addition, I hereby give the Board notice that as an extremely concerned and significant shareholder
of the company, I have begun to assemble a group of equally concerned shareholders and we
are actively investigating bringing separate shareholder action for damages in addition to
the legal action the company is already taking. |
In
summary, as founder and shareholder of Genius Group, I urge the board to proceed with the highest standard of care and conduct. I care
about this company, and I care about what we can achieve together. That cannot occur without rebuilding trust in one genius team and
working together in the best interests of the company and our shareholders.
Sincerely,
Roger
Hamilton
Founder,
Genius Group Ltd
NB.
Please note this is intended as an open letter to be available to all Genius investors and I am instructing the company to release this
publicly.
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