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 November, 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.
The press release of Genius Group
Limited (the “Company”), dated November 20, 2024, is attached hereto as Exhibit 99.1.
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:
November 20, 2024 |
|
|
| |
By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
Exhibit 99.1
Genius
Group Announces Preliminary First Half 2024 Financial Results: 130% Pro Forma Revenue Growth
SINGAPORE,
November 20, 2024 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a
leading AI-powered, Bitcoin-first education and acceleration group, today provided preliminary unaudited financial and operational results
for the six months ended June 30, 2024.
“Whilst
our auditors complete their review of our first half financial results of 2024 in the coming weeks, we are pleased to provide preliminary
results on our revenue and adjusted EBITDA. We believe our 130% pro forma revenue growth continues our track record of exceeding the
Edtech industry growth rate as a whole, and our reduction in EBITDA loss is a direct result of our strategy of becoming a self-sustaining,
cash positive business.” said Roger Hamilton, CEO of Genius Group.
“We
look forward to the coming month, in which we will be providing detailed first half financial results following the completion of our
auditors’ review, together with guidance for the full year including our Bitcoin Treasury Plan. We believe our AI education and
acceleration model, including our Genius Cities platform and latest AI avatars, provides a powerful value add layer to our Bitcoin-first
strategy, and we believe in the coming year we will solidify our leadership position in delivering AI powered training and tools for
the future of work.”
Preliminary
Financial Highlights for the First Half of 2024
| ● | First
half revenue of $13.2 million, compared to $11.8 million in 2023. First half revenue in 2024
excludes revenue from FatBrain AI prior to the asset purchase transaction that closed in
March, and first half revenue in 2023 includes revenue from Entrepreneur Resorts Ltd, which
was subsequently spun off from the Company in 2023. |
| | | |
| ● | First
half adjusted EBITDA net loss of ($5.9) million, compared to ($7.3) million first half adjusted
EBITDA net loss in 2023, with adjusted EBITDA in 2024 excluding adjusted EBITDA from FatBrain
prior to the transaction closed in March, and first half adjusted EBITDA in 2023 including
adjusted EBITDA from Entrepreneur Resorts Ltd. |
Preliminary
Pro Forma Financial Highlights for the First Half of 2024
| ● | First
half pro forma revenue of $20.7 million, compared to $9.0 million in first half of 2023,
representing a 130% increase. |
| | | |
| ● | First
half 2024 pro forma adjusted EBITDA net loss of ($4.6) million, compared to ($7.3) million
first half pro forma adjusted EBITDA net loss of ($7.3) million in 2023, representing a 37%
reduction. |
Financial
results include the Fatbrain AI (LZGI) transaction following the signing of a settlement commitment where all parties have committed
to reach an amicable settlement that includes proceeding with the LZGI transaction and effectively addressing and rectifying the various
issues related to the transaction.
About
Genius Group
Genius
Group (NYSE: GNS) is a leading provider of AI powered, digital-first education and acceleration solutions for the future of work. Genius
Group serves 5.4 million users in over 100 countries through its Genius City model and online digital marketplace of AI training, AI
tools and AI talent. It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at
the individual, enterprise and government level.
For
more information, please visit https://www.geniusgroup.net/
Pro
Forma Financial Results
Genius
Group pro forma financial results take into account the Group Companies including FatBrain AI – with the transaction completed
in March 2024.
The
Pro Forma Financial Results should be viewed as the current group’s financial performance, of which the audited financial results
represent a subset of this group. The historical results do not necessarily indicate our expected results for any future periods.
Non-IFRS
Financial Measure
We
have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our
core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans.
In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons
of our core business.
We
calculate Adjusted EBITDA as net profit / loss for the period plus income taxes and social contribution plus / minus finance revenue
/expense result plus depreciation and amortization plus impairments plus revaluation adjustment of contingent liabilities plus share-based
compensation expenses plus bad debt provision.
Forward-Looking
Statements
Statements
made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,”
“will”, “plan,” “should,” “expect,” “anticipate,” “estimate,”
“continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and
uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve
factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue
reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors
under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by
the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events, new information or otherwise.
Contacts
MZ
Group - MZ North America
(949)
259-4987
GNS@mzgroup.us
www.mzgroup.us
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