SCHEDULE 13G/A: Ayrton Capital and Affiliates Report Passive 2.94% Stake in Genius Group Ltd
Beneficial Ownership Report
Ayrton Capital LLC, Alto Opportunity Master Fund, SPC, and Waqas Khatri have jointly filed an amended Schedule 13G, disclosing a passive beneficial ownership of 2.94% in Genius Group Ltd's Ordinary Shares as of March 31, 2025.
Summary
- Ayrton Capital LLC, Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, and Waqas Khatri (collectively, the "Reporting Persons") have filed an Amendment No. 002 to Schedule 13G.
- The filing reports beneficial ownership of 1,953,162 Ordinary Shares of Genius Group Ltd, representing 2.94% of the class.
- This ownership is primarily through shares issuable upon the exercise of certain warrants held by the Reporting Persons.
- The shares are held by Alto Opportunity Master Fund, SPC Segregated Master Portfolio B, with Ayrton Capital LLC serving as its investment manager, and Waqas Khatri as the managing member of Ayrton Capital LLC.
- The reported percentage is based on 64,391,351 shares of Common Stock outstanding as of December 31, 2024, plus the 1,953,162 shares issuable from warrants.
- The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of Genius Group Ltd.
Sentiment
Score: 5
Explanation: The document is a factual, regulatory filing (Schedule 13G) reporting beneficial ownership. It contains no forward-looking statements, financial performance data, or strategic updates that would influence sentiment positively or negatively. It is purely informational regarding a passive investment stake.
Future Outlook
NA
Industry Context
This filing is a routine disclosure of beneficial ownership by institutional investors, indicating a passive stake in Genius Group Ltd. It does not provide insights into broader industry trends or competitive positioning, but rather reflects an investment decision by specific entities within the education technology or related sectors.
Related Party Transactions
- Ayrton Capital LLC serves as the investment manager for Alto Opportunity Master Fund, SPC Segregated Master Portfolio B. Waqas Khatri is the managing member of Ayrton Capital LLC and a director of Alto Opportunity Master Fund, SPC Segregated Master Portfolio B. These relationships define the group of Reporting Persons and their shared beneficial ownership.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant, albeit passive, institutional investment in the company's shares.
- Management: Informs management of the beneficial ownership structure, though the passive nature of the stake suggests no immediate intent to influence control.
Key Dates
| Date | Description |
|---|---|
| 2024-12-31 | Date as of which 64,391,351 shares of Common Stock of Genius Group Ltd were outstanding, as stated in the Issuer's Annual Report on Form 20-F. |
| 2025-03-31 | Date of event which requires the filing of this statement, representing the holdings of the Reporting Persons. |
| 2025-04-30 | Date Genius Group Ltd filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2024. |
| 2025-05-14 | Date the Schedule 13G/A filing was signed by the Reporting Persons. |
Keywords
Genius Group Ltd, Ayrton Capital LLC, Alto Opportunity Master Fund, Waqas Khatri, Schedule 13G, Beneficial Ownership, Ordinary Shares, Investment Management, Passive Investment
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