SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of January 2023
Commission File Number: 001-41353
Genius Group Limited
(Translation of registrant’s name into English)
8 Amoy Street, #01-01
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into Non-Binding Term Sheet for US$7.5 Million Share Subscription and Purchase Agreement
On January 9, 2023, Genius Group Limited, a Singapore public limited company, announced that it has entered into a non-binding term sheet with Global Corporate Finance for up to US$7.5 million of at-the-market financing (the “ATM Financing Commitment”). The ATM Financing Commitment is subject to final due diligence, certain customary closing conditions and the parties entering into a definitive binding agreement which is expected to be entered into within 30 days.
A copy of the press release announcing the entry into the non-binding term sheet is attached hereto as Exhibit 99.1.
|99.1||Press Release dated January 9, 2023.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|GENIUS GROUP LIMITED|
|Date: January 9, 2023|
|By:||/s/ Roger James Hamilton|
|Name:||Roger James Hamilton|
|Title:||Chief Executive Officer and Chairman|
|(Principal Executive Officer)|