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.
On
January 15, 2024, Genius Group Limited (the “Company”) held an investor call and webcast to discuss their recently announced
rights issue, together with the Company’s Bitcoin Treasury Strategy and 2025 outlook. The call took place on January 15, 2025,
at 5.00pm Eastern Time and was hosted by the Company’s CEO, Roger Hamilton. The link to the recorded version of the webcast is
at: https://ir.geniusgroup.net/presentations. The script and presentation deck are attached hereto as Exhibits 99.1 and 99.2 respectively.
The
information contained in Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 16, 2025 |
|
|
| |
By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit 99.1
INVESTOR CALL – January 15, 2024
HOST: Roger Hamilton, Chairman & CEO, Genius Group
Ltd
SLIDE 1 > TITLE
Thank you everyone for joining our Genius Group Investor
call today. I’m Roger Hamilton, Chairman and CEO of Genius Group, and on today’s call I’ll be discussing the rights
offering announced by the company yesterday, our Bitcoin Treasury Strategy and our 2025 Outlook.
SLIDE 2 > FORWARD LOOKING STATEMENTS
All statements made during this call relating to future
results and events are forward looking statements based on current expectations. These forward-looking statements include, but are not
limited to, statements regarding trends and their potential impact on our industry and our business; our ecosystem, platform, content
and partner relationships; our strategy and priorities; and our business model, mission, opportunities, outlook and long-term financial
framework.
Actual results and events could differ materially
from projections due to a number of risks and uncertainties discussed in our press release, SEC filings, and supplemental materials.
These forward-looking statements are not guarantees
of future performance and plans, and investors should not place undue reliance on them. We assume no obligation to update our forward-looking
statements.
Also during this call, we will present both IFRS and
non-IFRS financial measures. Please note that all growth percentages refer to year-over-year change, unless otherwise specified.
SLIDE 3 > INTRODUCTION
First, a brief introduction of Genius Group.
We are a Bitcoin Treasury Company with an AI powered
education platform to prepare students, entrepreneurs, businesses, and governments towards a Bitcoin-first future.
We deliver AI training and AI tools to 5.4 million
students on our Edtech platform and we are building a Genius City model where students learn the latest exponential technologies and entrepreneurial
skills powered by AI mentors.
We are a Singapore based public company listed on
NYSE American in 2022 and we have big ambitions. We have set internal goals to reach 100 Genius Cities, 100 million students and a $1
billion valuation by 2030.
Two months ago we launched our Bitcoin Treasury and
set a target to reach 1,000 Bitcoin in our treasury in 2025. We are already a third of our way towards that target with 372 Bitcoin, and
if our rights offering is successful, it will result in over 800 Bitcoin in our treasury before the end of February.
SLIDE 4 > COMPANY MISSION & METRICS
Before we go further, I’m going to share why
I founded Genius Group, our company mission, and current metrics. I studied Architecture at Trinity College, Cambridge University and
originally thought I was going to have a profession building buildings.
One of the mentors we studied was Buckminster Fuller,
the inventor of the geodesic dome. He was also a futurist, and predicted the Singularity, when the acceleration of technology would lead
to superhuman intelligence that surpassed our own. He said Humanity would face its greatest test, the “Final Exam”.
Even back then, in the 1980s, he said there was enough
technology to solve all the world’s greatest challenges. The reason we hadn’t was because of lack of technology, but lack
of human consciousness to work together to harness that technology. We were entering a “Final Exam” in which we urgently
needed to find ways to raise our consciousness to harness the technology. If we did, we would pass the exam and solve the world’s
challenges. If we didn’t, technology would continue to accelerate and would eventually destroy us, in which case we would fail
and that would be the end of our final exam.
The key to raising our consciousness is education.
As Nelson Mandela said, “Education is the most powerful weapon which you can use to change the world.”
That’s why I launched Genius Group. To teach
the skills we need to harness the exponential technologies including AI, digital agents and digital money – and to pass the Final
Exam.
While we believe we are making great progress on our
mission, we do not believe our current valuation reflects the growth we have experienced. A snapshot of our current metrics shows we have
a $41.6 million market cap based on yesterday’s closing share price of $0.63 and 66 million shares outstanding, compared to a net
asset value of $54.6 million as at 30 June 2024, which was a YOY growth of 177%. In June we did not have a Bitcoin Treasury, and our guidance
for the full year of 2024 up to 31 December 2024 is a NAV of approximately $75 million and a Bitcoin Treasury today of 372 BTC worth $36
million. This equates to a current NAV to Price Ratio of 180% and a Bitcoin to Price Ratio of 87%. These are higher than our industry
peers as I’ll share in an upcoming slide, and we believe this is due to our share price not yet increasing in line with and reflecting
the increase in our balance sheet.
SLIDE 5 > COMPANY OUTLOOK 2025
And that brings us on to our Bitcoin Treasury plan
and how it links with our value layer of education. In 2025 we have three main drivers to build our value.
Our first driver is our Bitcoin Treasury. We believe
that the companies that have a Bitcoin Treasury of 1,000 Bitcoin may see the value of their treasury rise to $1 billion if the long term
price predictions made by Cathie Woods and Chamath Palihapitiya of $1 million per Bitcoin were to eventuate. While there is no future
guarantee on the price of Bitcoin, we believe the future digital economy will be run on digital money underpinned by digital gold, and
that digital gold is Bitcoin.
There are currently 21 companies in the World that
have a Bitcoin Treasury of 1,000 Bitcoin or more. Our 2025 target is to reach 1,000 Bitcoin and join this club. We believe we can be South
East Asia’s leading Public Bitcoin Treasury company and our five year target is to grow our Bitcoin Treasury to $1 billion in value
by 2030.
Our second driver is our education business, which
we are developing into a blockchain based microlearning platform that includes our Bitcoin Academy, Genius Academy and Genius School,
delivering AI powered education which is personalized and gamified with students learning and earning with our student credits called
GEMs. GEMs (which stand for Genius Education Merits) are linked to the value of Satoshis and can be traded for discounts to courses, mentoring
and products on our platform. Both our GEMs and the certifications awards for our microcourses, microdegrees and certifications are on
the blockchain, making them trusted and verifiable.
Our plan is to build our next generation, AI powered
education business into a profitable value layer generating $20 million in revenue in 2025 and covering the operational costs of our business
and ensuring long term sustainability to counter the short term fluctuations in the price of Bitcoin and the value of our Bitcoin Treasury.
The third driver is our Genius City model. We believe
a post-Singularity future is one in which learning communities are designed differently from the communities of today. While Smart Cities
have smart technology, Genius Cities have smart technology and smart people – where lifelong learning is integrated into the community
together with tokenized assets and an AI powered workforce. We are currently developing our Genius City model with City Leaders in Singapore,
Dubai, Abu Dhabi, London, Tokyo, Mumbai, Miami, Las Vegas, Toronto, Vancouver, Stockholm and Santiago, and plan to have grown to 20 cities
in 2025 with a goal of 100 cities by 2030.
SLIDE 6 > THE CASE FOR BITCOIN IN A POST-AGI
WORLD
Our adoption of a Bitcoin Treasury is directly linked
to our belief that the exponential economies of the future will be built by AI agents and robots. Current predictions are that AI agents
and robots will greatly outnumber humans in the near future. They will interact and incentivise each other by acting and transacting through
digital money. We believe this digital money will be Bitcoin.
Why? Because we believe if AGI were to create its
own perfect money, it would create a currency and store of value that was blockchain based, digital, with a finite supply that could not
be debased, with no intermediary, and that was universally trusted and fully decentralized. These are the qualities already inherent in
Bitcoin, and only Bitcoin.
In the same way that early European settlers who invested
in Manhattan profited from the scarce land on which the US economy was built, we believe investing in Bitcoin, which is the base on which
the new digital economy of AI agents and robots will be built, is fully aligned with our mission of harnessing technology to pass the
final exam.
SLIDE 7 > EARLY PIONEERS OF BITCOIN TREASURY
STRATEGIES
Last year, early pioneers of the Bitcoin Treasury
Strategy were amongst the best performing stocks in the stock market. Microstrategy’s Executive Chairman, Michael Saylor, has become
an outspoken advocate for the Bitcoin Treasury Strategy for public listed companies and Microstrategy became one of the best performing
stocks on US stock markets. I have included a link in the description below to Michael Saylor’s three minute presentation to the
Microsoft Board making the case for a Bitcoin Treasury and I recommend watching this to get a succinct overview of the value in a Bitcoin
Treasury.
Metaplanet is a more relevant example that the Genius
Board has been following as the company began their Bitcoin Treasury six months ago and grew from a similar market cap to Genius into
the best performing stock on the Tokyo stock market with a 2,600% return. The CEO of Metaplanet provided Genius with the steps the company
took to grow their Bitcoin Treasury, which included a rights offering in August 2024.
The result of Metaplanet’s rights issue is that
they went from a Y700 ($4.50) per share and Y12B ($US80m) market cap, with 250 BTC, to Y2,000 ($12.70) per share and Y72B ($US$460m) market
cap, and over 1,000 BTC within a month of the rights issue closing. They also leveraged this with a Y10B ($63m) loan they raised alongside
the rights issue. The rights issue was key to reaching a critical mass in their Bitcoin Treasury, and today they have 1,762 BTC, a Y3,480
(US$22) share price with Y126B ($800m) market cap.
While there is no suggestion that our rights issue
will achieve the same level of success, there are certain principles that they followed in their rights offering which we also believe
are beneficial to our shareholders. This includes the discounted shares in the rights issue rewarding long term shareholders, the increase
in the Bitcoin per share by allocating 100% of proceeds to the purchase of Bitcoin, and the resulting increase in long term shareholders
who believe in the company’s Bitcoin Treasury strategy.
SLIDE 8 > GENIUS BITCOIN TREASURY STRATEGY
We have been benchmarking our progress against Metaplanet’s
timeline, and are ahead of our target schedule to reach 1,000 Bitcoin within six months. With this rights offering, in the event that
it is successful we believe that this will accelerate our progress further. We believe this is important, as we believe Bitcoin will appreciate
in value in 2024.
To date, we have acquired 372 Bitcoin for a total
cost of $35.0 million, or $94,047 per Bitcoin as of January 9, 2025, and we have achieved a BTC Yield of 1,649% in Q4 2024.
BTC Yield is a Bitcoin Treasury KPI that represents
the percentage change period-to-period of the ratio between the change in the Company’s bitcoin holdings and the change in its Assumed
Diluted Shares Outstanding. We adopted BTC Yield as a Bitcoin Treasury Key Performance Indicator (KPI) to help assess the performance
of our Bitcoin Treasury strategy, and to ensure any dilution to purchase Bitcoin was accretive to shareholders.
In 2024 we had a $250 million shelf and a $150 million
ATM approved by the SEC, and we have been able to utilize a portion of this to sell shares at the market to purchase Bitcoin and to have
shares approved by the SEC available for this rights offering. We have also secured loan financing for our Bitcoin treasury, commencing
with a $14 million Bitcoin loan with Arch Lending.
We believe we have an additional advantage of being
a Singapore based company, in that Singapore has zero percent capital gains tax and as a result all gains from our Bitcoin Treasury is
tax free, which gives us an advantage over our US peers.
SLIDE 9 > BITCOIN TREASURY COMPARABLES
Details of all Bitcoin Treasury companies, the Bitcoin
they own and the realtime ratio of their Bitcoin Treasury to their Market Cap can be found at Bitcointreasuries.com. At present our Bitcoin
to price ratio as mentioned earlier is 86.6%. This means that every $100 worth of shares in Genius contains $86.60 of Bitcoin in our Bitcoin
treasury. Our debt on this is also relatively low, at 39%. This compares to seven of our better known peers that have an average Bitcoin
to price ratio of 42.8%, which means for every $100 worth of their shares contains $42.80. This is less than half of our $86.60.
In the event that our rights offering is successful,
and our share price and the price of Bitcoin remain unchanged, our market cap will increase to $84 million and our Bitcoin is targeted
to increase to $86 million. This would give us a Bitcoin to price ratio of $102, or $102 of Bitcoin for every $100 of shares.
The actual ratio would vary based on the success of
the rights offering and our share price and the price of Bitcoin in the future. While there are many other factors that go into determining
a company’s market cap and share price, we provide this comparison to support our belief that we currently have a relatively attractive
Bitcoin to price ratio and that this will increase based on a successful rights offering to all our shareholders whether they exercise
their rights or not.
SLIDE 10 > GENIUS RIGHTS OFFERING
That brings us on to the details of our Rights Offering.
Here are the details and timings of the Rights Offering.
| ● | Each shareholder will receive one transferable right (the “Right”)
for each ordinary share held on January 24, 2025 (the “Record Date”). The number of Rights to be issued to a shareholder as
of the close of business on the Record Date will be rounded up to the nearest number of Rights. The Company’s ordinary shares are
expected to trade “Ex-Rights” on the NYSE American beginning on January 24, 2025. |
| | | |
| ● | Each Right entitles the holder to purchase one ordinary share of the Company
(the “Basic Subscription Right”) at the subscription price of $0.50 per whole ordinary share (the “Subscription Price). |
| | | |
| ● | Rights holders who fully exercise their Basic Subscription Rights will be
entitled to subscribe for additional ordinary shares of the Company that remain unsubscribed as a result of any unexercised Basic Subscription
Rights (the “Over-subscription Right”). The Over-subscription Right allows a rights holder to subscribe for additional ordinary
shares of the Company at the subscription price on a pro rata basis. Any record date shareholder who sells any Rights will not be eligible
to participate in the over-subscription privilege. |
| | | |
| ● | Rights holders who choose not to exercise their Rights may sell their Rights.
Trading in the Rights on the NYSE American is expected to begin on a “when-issued” basis on January 23, 2025 under the symbol
“GNS RTWI” and trade on a “regular way” basis on January 27, 2025 under the symbol “GNS RT” and continue
until the close of trading on the NYSE American on February 13, 2025 (or if the offer is extended, on the business day immediately prior
to the extended expiration date). |
| | | |
| ● | The Rights Offering expires at 4.30 p.m., Eastern Time, on February 14,
2025 (the “expiration date”) unless extended by the Company. |
To be clear, only shares held by shareholders on the
market close next Friday, January 24th – the record date – will qualify to receive the rights. This investor call
is being held early to provide the details ahead of time.
We will be filing a prospectus supplement at the beginning
of next week, and posting a page providing all details of the rights offering together with a list of FAQs. We will also be holding another
investor call prior to the record date.
SLIDE 11 > USE OF PROCEEDS
As for the use of proceeds, The Company plans to use
100% of the net proceeds of the Rights Offering to purchase Bitcoin for its Bitcoin Treasury. The Company anticipates that, in the event
that the Rights Offering is fully subscribed, the proceeds will be up to $33 million.
The Company also plans to pursue one or more additional
loan financings of up to, in the aggregate, $20 million. If the Company is successful in raising the maximum amount in the Rights Offering
and through additional loans, the Company’s Bitcoin Treasury will increase from approximately $36 million in Bitcoin to $87 million
in Bitcoin.
In terms of the process, the subscription agent for
the Rights Offering will send a rights certificate to each registered holder of the Company’s ordinary shares as of the close of
business on the record date, based on the Company’s stockholder registry maintained at the transfer agent for its ordinary shares.
Holders of ordinary shares in “street name” through a brokerage account, bank, or other nominee will not receive a physical
rights certificate, and instead, such holders must instruct their broker, bank, or nominee whether or not to exercise subscription rights
on their behalf.
For any questions or further information about the
Rights Offering, please call Campaign Management LLC, the proposed information agent for the Rights Offering, at +1 (855) 264-1527.
And as previously mentioned, we will be posting a
page providing all details of the rights offering together with a list of FAQs. It will also include a link to a recording of this presentation
and the investor deck.
As also mentioned in the press release issued yesterday,
as the company’s largest shareholder with 6.3 million shares I am participating in the rights offering and I have purchased from
the company today an additional 500,000 shares at 105% of yesterday’s closing price as per my share purchase agreement previously
approved by the Board.
12 > FINANCIAL SUMMARY
I’m going to conclude with a number of slides
which I believe underline the current growth and prospects of the company. Over the last four years we have seen 27% year on year growth
in audited revenues from our education business to $23 million in 2023. We have also seen growth in our gross profit from 33% in 2021
to 52% in 2023.
In 2024 we have been restructuring as we have rationalized
our acquisitions and operations to focus on profitability and building a strong balance sheet. It is worth noting that the FASB has changed
the accounting rules on valuing Bitcoin on a company’s balance sheet such that Bitcoin Treasury companies in the future will value
their Bitcoin based on current value instead of purchase value, and as such recognize any profit as a result of price appreciation.
13 > MARKET SIZE
Every Bitcoin Treasury company has an operational
component to their company, and our value add layer is education. The lifelong learning market is a $10 trillion market which is currently
going through global disruption. We believe our model of a decentralized, personalized, gamified, AI powered education system preparing
humanity for the economy of the future is on the right side of that disruption.
14 > AI POWERED EDUCATION
Furthermore, we believe our use of AI mentors and
AI agents is a game changer when combined with our gamified, blockchain based GEM student credits. All of our students progress through
a freemium to premium model, where they begin by joining a free event or course, register on our platform to meet their AI guide, personalize
their journey which they follow with additional AI training and tools, and as they build their learning profile the learning steps become
increasingly personalized.
15 > AI LEARNING PLATFORMS
In 2025, we are rationalizing all our branding under
our Genius brand, with audience specific AI learning platforms from Genius School for primary and secondary school students, Student AI
for university students, and a range of Genius Academies for AI powered lifelong learning including Bitcoin Academy, Entrepreneur Academy
and Investor Academy.
Within each academy we are bringing world leading
thought leaders, educators and authors to our students. For example, our recent acquisition of XD Academy forms the basis of our Bitcoin
Academy, featuring Saifedean Ammous, the author of the Bitcoin Standard. We are looking forward to building our position as the leading
education platform for the Bitcoin community, with a presence at the leading Bitcoin, Crypto and Blockchain conferences in 2025 around
the world as partner or title sponsor, including at Consensus Hong Kong, Consensus Toronto, Blockchain Week Paris, Bitcoin MENA, Bitcoin
Vegas and Token Singapore.
As a Bitcoin Treasury education company we plan to
educate other CEOs, CFOs, executives and investors on the long term value of Bitcoin Treasuries, so that our value creation will extend
from our own shareholders to the Bitcoin Treasury movement globally.
16 > EXPERIENCED LEADERSHIP
We have a strong executive team to deliver on our
vision, and we have restructured our Board to include Bitcoin and Blockchain experts, including Thomas Power, previously Board Director
at Team Blockchain and the Blockchain Industry Compliance and Regulation Association (BICRA) and Ian Putter, previously Head of Blockchain
Domain at Standard Bank and founder of the Blockchain Research Institute Africa.
17 > THE FUTURE OF EDUCATION
In summary, a successful rights offering enables us
to accelerate our progress towards our mission of delivering the future of education, bringing together the four pillars that uniquely
positions us to lead humanity towards a sovereign future: A Bitcoin Treasury, Blockchain based earning and learning, an AI Powered Personalized
Learning system and a lifelong learning community.
Thank you for attending, please make note of the key
dates of the rights offering and please do reach out to us with any questions.
Thank you and good day.
BITCOIN TREASURY COMPARABLES
8 > BITCOIN ACADEMY
9 > PREPARING FOR A POST-AGI FUTURE
11 > AI ROBOT REVOLUTION
12 > AI ROBOT REVOLUTION
13 > MARKET
14 > FUTURE OF EDUCATION
15 > FUTURE OF LEARNING
16 > GENIUS CITY GROWTH MULTIPLIER
17 > FINANCIAL SUMMARY
18 > LEADERSHIP
19 > PARTNERSHIPS
20 > RIGHTS OFFERING
21 > KEY TAKEAWAYS
22 > THANK YOU
Exhibit
99.2
Genius (AMEX:GNS)
Historical Stock Chart
From Dec 2024 to Jan 2025
Genius (AMEX:GNS)
Historical Stock Chart
From Jan 2024 to Jan 2025
