Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 27 2023 - 6:00AM
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 July 2023
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
July 21, 2023, Genius Group, Ltd. (the “Company”) received a Warning Letter from NYSE regarding the manner of disclosures
from March 2023 events and that such disclosures must be made in compliance with Sections 401(a) and (b) of the NYSE Company Guide. The
Company confirms that it has reviewed its disclosure guidelines and will ensure that its future disclosures are made in compliance with
NYSE rules and guidance. In particular, the Company has initiated a formal procedure in which all disclosures are reviewed in advance
by counsel and initial disclosures will be made through either press release and/or Current Reports on 6-K (or other then appropriate
34 Act report) and any communication on social media will be limited to replication of what has already been released into the public
domain in a compliant manner. In its letter to the Company, NYSE also raised the issue as to the implications of a statement made by
the Company’s CEO on social media on June 28, 2023. The Company clarifies that in making his statement as to the veracity of his
comments on social media, Mr. Hamilton was merely discussing the veracity of factual content and was in no way implying as to the materiality
of any statements made by him.
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: July 26, 2023 |
|
|
|
By: |
/s/ Roger
James Hamilton |
|
Name: |
Roger James Hamilton |
|
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer) |
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