Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
February 21 2025 - 3:30PM
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 February, 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
February 11, 2025, the U.S. District Court for the Southern District of New York issued a preliminary injunction in the Genius Group
Limited v. LZGI et al. case which enjoins LZGI and related parties from selling, transferring or otherwise encumbering any shares
of Genius stock and/or participating in any shareholder meetings of Genius or voting any shares of Genius stock pending the resolution
of arbitration between the parties.
Pursuant
to a February 14, 2025 order from the United States District Court for the Southern District (“TRO Order”), Genius is temporarily
enjoined and restrained from issuing any additional shares of its stock (NYSE: GNS), and from purchasing shares of Bitcoin with funds
from investors, funds raised from rights agreements, and funds raised from the purchase of additional shares. The Company is filing its
Opposition to the injunctive relief on February 21, 2025, with response papers due on February 24, 2025, and with the hearing date scheduled
for 12:00 P.M. on February 28, 2025 in the United States District Court for the Southern District.
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:
February 21, 2025 |
|
|
| |
By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
Genius (AMEX:GNS)
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