F-1/A: Genius Group Files Amendment No. 6 to Form F-1 Registration Statement for Resale of Common Stock

Genius Group Limited has filed an amendment to its Form F-1 registration statement to register the resale of up to 3,724,282 shares of its common stock by selling stockholders.

Summary

• Genius Group Limited filed Amendment No.
• 6 to its Form F-1 registration statement on August 27, 2024, to register the offer and sale of up to 3,724,282 shares of its common stock by selling stockholders.
• The shares are issuable upon exercise of warrants.
• The company will not receive any proceeds from the sale of these shares.
• The selling stockholders may sell shares through public or private transactions at prevailing market prices or negotiated prices.
• The company has listed its common stock on the NYSE American under the symbol GNS, with the last reported sale price on August 26, 2024, at $1.15 per share.
• The document also mentions a 1-for-10 reverse share split that took effect on August 16, 2024.
• The company is both an emerging growth company and a foreign private issuer, which allows it to comply with certain reduced public company reporting requirements.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights growth and strategic initiatives, it also acknowledges financial losses, auditor changes, and risk factors. The overall tone is cautiously optimistic.

Positives

• The company's stock is listed on the NYSE American, providing liquidity for investors.
• The company's status as an emerging growth company and foreign private issuer allows it to take advantage of reduced reporting requirements, potentially saving costs.
• The appointment of new independent directors may enhance corporate governance.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling stockholders.
• The termination of the auditor-client relationship with Marcum LLP may raise concerns about financial reporting.
• The resignation of a director and advisor may indicate internal challenges or disagreements.

Risks

• Investing in the company's securities involves a high degree of risk, as detailed in the Risk Factors section of the prospectus and incorporated documents.
• The company is subject to complex economic, legal, political, tax, and foreign currency risks associated with international operations.
• The company's growth strategy depends on creating new products, services, and distribution channels, which may not be successful.
• The company may be unable to recruit, train, and/or retain qualified teachers, mentors, and other skilled professionals.
• The company may be subject to legal liability resulting from the actions of third parties, including independent contractors and teachers.
• A cybersecurity attack or other security breach or incident could delay or interrupt service to users and customers, harm the company's reputation, or subject it to significant liability.
• The company may be unable to maintain student enrollments and tuition levels in its acquisitions.
• As a foreign private issuer, the company is permitted to follow certain home country corporate governance practices in lieu of certain requirements under the NYSE American listing standards, which may afford less protection to holders of its ordinary shares than U.S. regulations.

Future Outlook

The company plans to continue growth through organic expansion of its Edtech platform and acquisitions of complementary education companies, integrating them into the Genius Curriculum.

Management Comments

• Roger Hamilton has agreed to convert $1 million of his loan to the Company into Series 1 Units upon the same terms and conditions as offered by this prospectus (the Founder Securities).

Industry Context

The document highlights the growing global education market, projected to reach $10 trillion by 2030, and the increasing need for updated, relevant curricula, particularly in light of the COVID-19 crisis.

Comparison to Industry Standards

• The document mentions HolonIQ's forecast of the global education market reaching $10 trillion by 2030.
• It references the World Economic Forum's Schools of the Future report, emphasizing the need for relevant curricula.
• The document compares Genius Group's student base to that of other entrepreneur networks like Entrepreneurs Organization (EO) and StartUp Grind.
• It also compares Genius Group to Edtech companies like BYJU'S, Coursera, Udemy, and LinkedIn Learning, highlighting differences in curriculum and focus.
• The document mentions Guild Education and BetterUp as examples of company-funded education models.
• It references China East Education as an example of a fast-growing vocational education company.

Management Changes

Legal Proceedings

• From time to time, the company may be subject to litigation and arbitration claims incidental to its business.

Related Party Transactions

• The Pre-IPO Group paid fees to World Game Pte Ltd for the services of Roger Hamilton as CEO amounting to $677,300 in 2023.
• The Pre-IPO Group pays fees to Entrepreneurs Institute Australia Pty Ltd (EIA), an Australian company controlled and ultimately owned by Roger Hamilton and Sandra Morrell, directors of Genius Group Ltd.
• The Pre-IPO Group pays fees to GeniusU Web Services India Pvt Ltd (GU India), an Indian company controlled and ultimately owned by Suraj Naik, an employee of the PreIPO Group, and a family member of Suraj Naik.
• The loan payable to Roger Hamilton is for the for a loan agreement entered on October 16, 2023 with its CEO, Roger James Hamilton, to provide it with up to $4 million as an interest free loan, to be converted into equity in the Company as ordinary shares and upon the same terms at the next qualified financing round.
• The loan payable to the prior owner of Revealed Films (Jeff Hays and Patrick Gentempo) for the acquisition of Revealed Films in Oct 2022 is non-interest bearing with payment of $2,000,000 due on or before March 31, 2023.
• The loan payable to the prior owner of E-Squared Education (Lilian Niemann) for the acquisition of E-Squared in May 2022 is non-interest bearing with payment of ZAR 3.6 million (approx. $299,231) payable on or before Nov 30, 2022.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of new shares upon exercise of warrants.
• The company's focus on AI education and acceleration may benefit students by providing them with relevant skills for the future job market.
• The company's acquisition strategy may impact employees of acquired companies, potentially leading to integration challenges or job losses.
• The company's financial performance and strategic decisions may affect suppliers and creditors.

Next Steps

• The company plans to continue the growth of its Group through a combination of organic growth of its Edtech platform together with the acquisition of various education companies that it believes provide complementary programs that can be added to its Genius Curriculum.
• The company plans to add their courses to GeniusU, providing a full lifelong learning pathway that can be accessed by our community globally, with the direction of our Genie AI, AI Avatars and with the support of our global and local faculty.
• The company plans to continue this strategy of acquiring companies and then adding value to them by combining them in one Edtech platform and curriculum.

Key Dates

Keywords

common stock, selling stockholders, registration statement, reverse share split, emerging growth company, foreign private issuer, NYSE American, GNS, warrants, shares, Genius Group