GNS Genius Group Limited

 

 

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 January, 2025

 

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.

 

 

 

Annual General Meeting

 

On January 23, 2025, Genius Group Limited (the “Company”) held an Annual General Meeting at Genius Central Singapore Pte Ltd, 7 Amoy Street #01-01 Far East Square Singapore 049949 at 4:00 p.m. (Singapore time) (the “AGM”), for the purpose of considering and if thought fit, passing, with or without amendments, the ordinary resolutions below:

 

PROPOSAL 1. To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2023, together with the Auditor’s Report.

 

For		Against		Total Shares Voted
11,737,171		257,421		11,994,592
(97.85%)		(2.15%)

 

Based on the foregoing votes, Proposal 1 was approved.

 

PROPOSAL 2. To re-elect Roger James Hamilton as a Director, who is retiring in accordance with Regulation 88 of the Constitution.

 

For		Against		Total Shares Voted
11,259,033		646,359		11,905,392
(94.57%)		(5.43%)

 

Based on the foregoing votes, Proposal 2 was approved.

 

PROPOSAL 3. To re-elect Suraj Prakash Naik as a Director, who is retiring in accordance with Regulation 88 of the constitution.

 

For		Against		Total Shares Voted
11,370,013		510,014		11,880,027
(95.71%)		(4.29%)

 

Based on the foregoing votes, Proposal 3 was approved.

 

PROPOSAL 4. To re-elect Eduardo Renan Huerta-Mercado Herrera as a Director, who is retiring in accordance with Regulation 88 of the Constitution.

 

For		Against		Total Shares Voted
11,376,555		492,220		11,868,775
(95.85%)		(4.15%)

 

Based on the foregoing votes, Proposal 4 was approved.

 

PROPOSAL 5. To re-appoint Enrome LLP as the Auditor for the ensuing year and to authorize the Directors to fix their remuneration

 

For		Against		Total Shares Voted
10,967,373		938,285		11,905,658
(92.12%)		(7.88%)

 

Based on the foregoing votes, Proposal 5 was approved.

 

PROPOSAL 6. To authorize Directors to issue shares.

 

For		Against		Total Shares Voted
8,285,609		3,729,312		12,014,921
(68.96%)		(31.04%)

 

Based on the foregoing votes, Proposal 6 was approved.

 

 

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: January 29, 2025
	By:	/s/ Roger Hamilton
	Name:	Roger Hamilton
	Title:	Chief Executive Officer
		(Principal Executive Officer)

 

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