On January 25, 2024, the United States Securities and Exchange Commission (SEC) addressed a letter to Roger Hamilton, the CEO of Genius Group, regarding a post-effective amendment to their registration statement on Form F-1, which was initially filed on January 16, 2024. The SEC's letter requested clarification on how the securities transaction completed by Genius Group on January 17, 2024, complied with Section 5 of the Securities Act. The SEC noted a discrepancy where Genius Group's registration statement, declared effective on January 11, 2024, covered the sale of up to 15,673,981 Series 1 and Series 2 units, each consisting of ordinary shares and warrants. However, a press release issued by Genius Group on January 17, 2024, disclosed the sale of 23,571,429 ordinary shares along with Series 2024-A and Series 2024-C warrants to...Show More

On January 25, 2024, the United States Securities and Exchange Commission (SEC) addressed a letter to Roger Hamilton, the CEO of Genius Group, regarding a post-effective amendment to their registration statement on Form F-1, which was initially filed on January 16, 2024. The SEC's letter requested clarification on how the securities transaction completed by Genius Group on January 17, 2024, complied with Section 5 of the Securities Act. The SEC noted a discrepancy where Genius Group's registration statement, declared effective on January 11, 2024, covered the sale of up to 15,673,981 Series 1 and Series 2 units, each consisting of ordinary shares and warrants. However, a press release issued by Genius Group on January 17, 2024, disclosed the sale of 23,571,429 ordinary shares along with Series 2024-A and Series 2024-C warrants to purchase an equal number of ordinary shares, indicating that more securities were sold than were covered by the registration statement. The SEC has requested Genius Group to identify the classes and amounts of all securities actually issued and sold during the January 17 transaction. The company and its management are reminded of their responsibility for the accuracy and adequacy of their disclosures.