Exhibit 99.1

Genius Group Ltd. announces 60.68% revenue growth for the nine months ended September 30, 2022 and expansion of gross margin on a pro forma basis to 47.33%

Singapore--(BUSINESS WIRE)-- Genius Group Ltd. (NYSE American: GNS), a world-leading entrepreneur Edtech and education group, today announced financial results for the nine months ended September 30, 2022.

Summary – Nine months ended September 30, 2022 Financial Results Compared to Nine months ended September 30, 2021:

Key Business Metrics

We monitor the key business metrics and non-IFRS financial measures set forth below to help us evaluate our business and growth trends, set growth targets and budgets, and measure the effectiveness of our sales and marketing efforts. These key business metrics and non-IFRS financial measures are presented for supplemental informational purposes only, are not a substitute for IFRS financial measures, and may differ from similarly titled metrics or measures presented by other companies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-IFRS Financial Measures” for detailed descriptions of the measures and metrics shown below.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We believe that we are a world leading entrepreneur Edtech and education group based on student numbers, with a student base of 3.01 million students at the end of September 30, 2022, and an average of approximately 9,000 new students joining our GeniusU platform each week in 2022. Our mission is to disrupt the current education model with a personalized, student-centered, AI based lifelong learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s market.

To help achieve our mission, we have recently completed an IPO on NYSE American, on April 14, 2022.

Of the 3.01 million students on GeniusU on September 30, 2022, 2.97 million were free students, 41,282 had upgraded to paying students and 10,751 had upgraded to become faculty or partners. Total students grew by 17% annually with 343,696 new students during the nine months ended September 30, 2022, paying students grew by 14% annually and our faculty and partners grew by 7% annually as we released a range of new tools on GeniusU for teachers, trainers and mentors to create their own events, courses and products. These annual growth rates are in line with our historic annual growth rates for GeniusU, with our conversion rates from free to paying students remaining at above 1% and our attrition level of members and partners remaining below 5%.

Our financial growth model is based on a combination of four main factors:

To provide an accurate discussion and analysis of financial condition and results of operation, the financial reports provided and discussed below are grouped in the following two sections:

Results of Operations

Nine Months Ended September 30, 2022, Compared to Nine Months Ended September 30, 2021

The below discussion and analysis are for the unaudited financial statements for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021. For simplicity, any reference to the YTD September 2022 is with reference to the financial statements as of and for nine months ended September 30, 2022, and any reference to the YTD September 2021 is with reference to the financial statements as of and for the nine months ended September 30, 2021.

Discussion and analysis are also included for the YTD September 2022 pro forma financials for Genius Group, including the unaudited financials for the Group, and the financials all of the YTD Acquisitions (including the financials of University of Antelope Valley, Property Investors Network, Education Angels, E-Squared and Revealed Films). 

For clarity, each section below has separate paragraphs with discussion and analysis first for the Group unaudited financials, followed by discussion and analysis for the Genius Group pro forma financials (including the Acquisitions).

Revenue: Our Group revenues increased from $8.97 million in YTD September 2021 to $14.42 million in YTD September 2022. This was driven by an increase of 23.63% in our Digital Education Revenue from $6.80 million to $8.41 million. The campus revenue improved by 46% from $2.17 million in YTD September 2021 to $3.17 million in YTD September 2022. This was due to increased demand as a result of the gradual lifting of COVID-19 restrictions. Total revenue on a pro forma basis was $24.67 million from the combination of $14.42 million in revenue from the Group, and $10.25 million in revenue from the Acquisitions.

Our two main revenue segments are Education Revenue and Campus Revenue. Education Revenue consists of Digital Education Revenue, where the courses are delivered virtually on GeniusU, and In-Person Education Revenue, where the courses are delivered to our students with the aid of our faculty in-person. Campus Revenue consists of revenue we generate from our locations through accommodation, food and beverage charges. The following table shows the breakdown of this revenue into segments for both Genius Group, on a pro forma basis and unaudited/audited basis:

Cost of Revenue: The Group’s cost of revenue was $9.52 million in YTD September 2022 with $4.90 million in gross profit, and a 33.96% gross margin, compared to cost of revenue of $6.02 million in YTD September 2021 with $2.96 million in gross profit. Our cost of revenue declined in percentage terms in 2022 as a result of improved results from our campus business which has a higher gross margin. To date we have been maintaining a balance between growth and a positive gross margin in which we are not being overly aggressive in our spending on marketing, and this is reflected in our current gross margin.

Genius Group’s pro forma cost of revenue in YTD September 2022 was $12.99 million, delivering a gross profit of $11.68 million and a 47.33% gross margin. By owning the majority of our own curriculum and courses across all companies and acquisitions, we are focused on maintaining a low cost of content and a high gross margin. The cost of revenue that we do incur is mainly our customer acquisition costs and our faculty costs.

Operating Expenses: The Group had a net operating expense of $10.85 million in the YTD September 2022 compared to $5.35 million in YTD September 2021. Approximately 60% of our operating expense is our staff costs, with the remaining in development costs, marketing, rental and general expenses. The increase in our operating expenses is the result of the growth in our operations, acquisition of companies, the expansion of our curriculum and preparations for our IPO and listing. As with our cost of goods sold, historically we have been managing our overhead to maintain a sustainable growth rate, in order that additional funds raised may be invested largely in acquisitions.

Genius Group’s pro forma operating expenses were $17.50 million for YTD September 2022. Most of our acquisitions have a similar cost model to our Group and a similar set of operating expenses as education companies, which are largely staff costs, with the remaining in marketing rental and general expenses.

Non-IFRS Financial Measure — Adjusted EBITDA: We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.

We calculate Adjusted EBITDA as net profit / loss for the period plus income taxes and social contribution plus / minus finance revenue /expense result plus depreciation and amortization plus share-based compensation expenses plus bad debt provision.

The Group had a negative Adjusted EBITDA of ($3.89) million for YTD September 2022 compared to a negative of ($1.59) million for YTD September 2021. The negative Adjusted EBITDA of ($3.89) million as of YTD September 2022 due to higher investments in infrastructure, marketing spend and senior leadership positions.

While we have registered a small negative EBITDA in our historic financials, our management view is to maintain a balance between growth and sustainability while developing scalable infrastructure. We expect EBITDA to normalized early 2023.

Cash and Cash Equivalents: The Group held $8.97 million in cash and cash equivalents as of September 30, 2022, and $1.78 million as of December 31, 2021.

Current Assets: The Group’s current assets increased from $6.50 million as of December 31, 2021 to $36.23 million as of September 30, 2022, with a current ratio of 2.23 as of September 30, 2022 compared to 0.91 as of December 31, 2021. The largest current asset items in our Group are restricted cash of $11.33 million, cash and cash equivalents of $8.97 million, accounts receivable of $7.07 million, other accounts receivable of $4.02 million, prepaid expenses of $2.54 million and due from related parties of $1.79 million. Our Group is largely a business with customer payments made at the time of enrollment and often in advance, which is also reflected below in our deferred revenue. The exception to this is our annual memberships and education programs, where payment is made in installments.

Genius Group’s pro forma total current assets was $33.96 million as of September 30, 2022, giving a current ratio of 1.95. Current ratio is calculated as total current assets divided by total current liabilities.

Non-Current Assets: The Group’s non-current assets grew from $11.10 million in 2021 to $46.97 million as of September 30, 2022. This is mainly due to the acquisition of Property Investors Network, Education Angels, E-Squared and University of Antelope Valley.

Genius Group’s pro forma total non-current assets was $57.98 million as of September 30, 2022. These non-current assets are largely the result of the intangible assets and goodwill related to the acquisitions. Management has made estimates regarding the purchase price allocations for these acquisitions.

Current Liabilities: The Group’s current liabilities increased from $7.14 million as of December 31, 2021 to $16.22 million as of September 30, 2022. The largest items in our current liabilities were deferred revenue which grew from $2.56 million as of December 31, 2021 to $5.94 million in 2022, convertible note which increased from $0.51 million as of December 31, 2021 to $4.19 million as of September 30, 2022, accrued expenses and other current liabilities which grew from $2.06 million as of December 31, 2021 to $2.93 million as of September 31, 2021. The other significant components are accounts payable which grew from $1.08 million as of December 31, 2021 to $1.68 million as of September 30, 2022.

Genius Group’s pro forma total current liabilities was $17.38 million as of September 30, 2022.

Non-Current Liabilities: The Group’s non-current liabilities increased from $2.47 million as of December 31 2021 to $14.16 million as of September 30, 2022. The largest items in this amount were $7.61 million in right of use liabilities of which $7.2 million is an adjustment due to the GAAP to IFRS adjustment for University of Antelope Valley on its operating lease liabilities The additional increase was due to convertible loan issuance in August 2022 of $17 million with net increase of $3.29 million under non-current liabilities, deferred tax liability grew from $0.72 million in 2021 to $2.20 million in 2022, loan payable balance of $1.05 million as of September 30, 2022 compared to $0.09 as of December 31, 2021 which is due to payables in two of the acquired companies. Genius Group’s pro forma total non-current liabilities was $14.32 million as of September 30, 2022.

Stockholders’ Equity: The Group’s stockholders’ equity grew from $7.99 million as of December 31, 2021 to $52.83 million as of September 30, 2022. This growth in stockholders’ equity reflects management’s strategy of growing sustainably through acquisitions and organic growth.

During YTD September 2022, the Company issued a convertible note of $17.00 million and accounted $8.58 million to equity for the potential conversion from debt to equity. The Company also issued GeniusU Limited ordinary shares with a value of $2,556,739 in exchange for cash. Genius Group issued 3,763,636 as a part of its public listing on the NYSE and received total IPO net proceeds of $18.06 million. During YTD September 2022, the Company closed four acquisitions and issued shares for the consideration of $27.05 million.

Genius Group’s pro forma total stockholders’ equity in YTD September 2022 was $60.25 million. This includes the issuance of shares for the acquisition of Revealed Films for $7.00 million.

Liquidity and Capital Resources

In April 2022, the Company completed its Initial Public Offering and listing on the New York Stock Exchange. Total IPO net proceeds were $18.06 million.

In August 2022, the Company completed a convertible note offering with Aryton Capital for $17.00 million of which $5.67 million was received in September 2022 and balance of $11.33 million is held in the restricted cash account.

Our principal sources of liquidity are our cash and cash equivalents, short term investments, and cash generated from operations. Cash and cash equivalents and short-term investments consist mostly of cash on deposit with banks. As of September 30, 2022, we had cash and cash equivalents of $8.97 million maintained at various financial institutions.

Subsequent events

On October 4, 2022, Genius Group Ltd. completed the acquisition of Revealed Films, a media production company that specializes in multi-part documentaries, based in Park City, Utah. Please see our Report on Form 6-K filed with the U.S. Securities and Exchange Commission on October 5, 2022, for more information on this acquisition.

2022 Guidance

Pro forma annual revenue of $35.0M - $38.0M

Pro forma adjusted EBITDA Loss of $4M - $5M

Weighted average share count of 22,580,739

Number of students (and users) 4.4M - 4.6M

GENIUS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(In US Dollars)

GENIUS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In US Dollars)

GENIUS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AS OF DECEMBER 31, 2021, AND SEPTEMBER 30, 2022

(In US dollars)

GENIUS GROUP LIMITED AND SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(In US Dollars)

Summary Combined Consolidated Financial Data

Pro Forma Financials

Pro forma financials for Genius Group (The full Group including the Group and all the YTD Acquisitions): Unaudited pro forma financials provided for the period ended September 30, 2022, for the full Group, including all the Acquisitions companies as if they were operating as one during these periods. The acquisitions included in the table below are Property Investors Network (acquired April 30, 2020), Education Angels (acquired April 30, 2022), E-Square (acquired May 31, 2022), University of Antelope Valley (acquired July 07, 2022) and Revealed Films (acquired October 04, 2022).