Genius Group Limited has responded to a letter from the Securities and Exchange Commission (SEC) regarding its Post-Effective Amendment No. 1 to the Registration Statement on Form F-1, filed on January 16, 2024. The SEC's inquiry, dated January 25, 2024, questioned the compliance of Genius Group's securities transaction closed on January 17, 2024, with Section 5 of the Securities Act. The SEC noted a discrepancy where Genius Group sold more securities than were covered by the effective registration statement. In its detailed response, Genius Group clarified that the offering complied with the Securities Act, providing a high-level overview and a detailed discussion of the filings related to the offering. The company explained that it registered a dollar amount of securities rather than a fixed...Show More

Genius Group Limited has responded to a letter from the Securities and Exchange Commission (SEC) regarding its Post-Effective Amendment No. 1 to the Registration Statement on Form F-1, filed on January 16, 2024. The SEC's inquiry, dated January 25, 2024, questioned the compliance of Genius Group's securities transaction closed on January 17, 2024, with Section 5 of the Securities Act. The SEC noted a discrepancy where Genius Group sold more securities than were covered by the effective registration statement. In its detailed response, Genius Group clarified that the offering complied with the Securities Act, providing a high-level overview and a detailed discussion of the filings related to the offering. The company explained that it registered a dollar amount of securities rather than a fixed number of shares, as permitted by Rule 457(o), and that the final number of securities was determined at the time of pricing. Genius Group closed the offering on January 17, 2024, with an aggregate purchase price of $8,250,000, issuing 23,571,429 Series 1 units, which included ordinary shares and two series of warrants. The company maintains that it did not violate Section 5 and did not offer securities beyond those registered on the effective Registration Statement.