Exhibit 2.27

TRANSACTION CLOSING DOCUMENT

DATED MAY 31, 2022

Genius Group Ltd (the “Purchaser”), a public company duly organised and operating under the Laws of Singapore under registration number UEN 201541844 C, having its registered seat at 8 Amoy Street, #01-01 Singapore 049950 represented by Roger James Hamilton

and

Lilian Magdalena Niemann holding 100% of the Shares in E-Squared Education Enterprises (Pty) Ltd. (the “Seller or ESQ”), a private company duly incorporated and registered in accordance with the relevant Laws of the Republic of South Africa, with registered address at 1 Govan Mbeki Avenue, Medscheme House, Port Elizabeth, Eastern Cape 6001 represented by Lilian Magdalena Niemann.

The Parties agreed as follows:

1.

The transaction is closed as of May 31, 2022

2.

At the Closing Date the Seller shall deliver the transaction documents of E-Squared Education Enterprises (Pty) Ltd. in particular:

i.

New Share certificate with respect to the initial 154 (hundred and fifty-four) Sale Shares, reflecting the name of the Purchaser as the registered holder of the Sale Shares with respect to EE.

ii.

resolutions passed by the Board of ESQ approving the transfer of the Sale Shares from the Seller to the Purchaser.

iii.

Share certificate(s) representing the Sale Shares transferred by the Seller to the Purchaser.

iv.

resolutions of non-profit Affiliates of Squared Education Enterprises (Pty) Ltd.  and its Affiliates – reflecting changes in their Boards of Directors.


v.

balance sheet and financial statements dated May 31, 2022.

3.

The Seller warrants and represents that the transaction documents stipulated in point 2 of this Closing Document shall be filed to Registration Office of the Companies in Republic of South Africa in purpose to reflect the change of the owner of sold Shares of E-Squared Education Enterprises (Pty) Ltd. within 7 days from the date of Closing i.e. 31 May 2022.

4.

The price shall be paid and calculated by the Purchaser due to the provision of Section 2 point 2.4 of the Sale Purchased Agreement dated April 19, 2022 in the following way:

i.

Consideration - Cash Payment of ZAR 10,000,000.

ii.

The amount of ZAR 6,400,000 is paid as Balance of ZAR 3,600,000 to be paid 6 months from the closing date.

iii.

Loan Agreement - The Purchaser has paid E-Squared Enterprises Pty Ltd - ZAR 4,000,000 as an intercompany loan after closing date of the Share Purchase Agreement.

5.

The Parties acknowledge that the Purchased Price has been calculated on the basis of the following documents which constitutes the Annexure to this Transaction Closing Document:

Annexure

(a)

Balance Sheet - Consolidated - 31 May 2022 (Closing Date)

(b)

Fund Transfer Confirmation to the seller- ZAR 6,400,000

(c)

Fund Transfer Confirmation - ZAR 4,000,000 (Intercompany)

THIS TRANSACTION CLOSING DOCUMENT has been agreed by the Parties and entered into on the date stated at the beginning of this Document.


/s/ Lilian Magdalena Niemann

    

/s/ Genius Group Limited

Lilian Magdalena Niemann

Genius Group Limited

represented by Roger James
Hamilton


C

N

1

E-Squared Education Enterprises (Pty) Ltd

(Registration Number 2002/020554/07)

Consolidated Management Statements as at 31 May 2022

Statement of Financial Position

2

3

4

5

6

7

8

9

Figures in R

May 2022

10

11

Assets

12

Non-Current Assets

14

Property, plant and equipment

122,176

15

Intangible assets

4,762,569

24

Loan to shareholder

134,772

25

Loan to related party

2,247,787

30

7,267,304

31

32

Current Assets

44

Trade and other receivables

4,400,362

45

Cash and cash equivalents

4,195,356

46

8,595,718

47

50

Total Assets

15,863,022

51

52

Equity and Liabilities

53

Equity

54

Issued capital

480

56

Retained earnings/ (accumulated loss)

2,608,167

57

2,608,647

60

61

Non-Current Liabilities

62

Loan from shareholder

1,000

63

Loan from related party

6,150,697

72

6,151,697

73

74

Current Liabilities

76

Trade and other payables

6,436,964

78

Current taxation liability

71,712

89

Dividend

500,000

90

Bank overdraft

94,002

91

7,102,678

92

95

Total Equity and Liabilities

15,863,022

96

107


UNITED OVERSEAS BANK LTD

DEBIT ADVICE

OUTWARD REMITTANCE

**************

396 ALEXANDRA ROAD 17-00

SINGAPORE 119954

TEL 68921111

GENIUS GROUP LIMITED

8 AMOY STREET

SINGAPORE 049950

19 MAY, 22

WE HAVE EFFECTED THE FOLLOWING REMITTANCE AND DEBITED YOUR ACCOUNT 3929031464

OUR REFERENCE 1OR205181913 D01

REMSTTP

BENEFICIARY

BENEFICIARY'S BANK

/080034608

STANDARD BANK OF SOUTH AFRICA

MRS LILIAN NIEMANN

JOHANNESBURG

SOUTH AFRICA

PAYING BANK/ORDERING CUSTOMER

ABSA BANK LIMITED

SANLAM CTR FLR 26 CORNER JEPPE AND

VON WEILLIGH ST., JOHANNESBURG 2001

PAYMENT DETAILS

Part Payment ESQ Aquisition

VALUE DATE/REFERENCE

23/05/22 FT22050157066406

REMITTANCE AMT

:

ZAR*******3,200,000.00

@             15.8765000

USD*********201,555.76

COMMISSION

:

**************70.85

TELEX

:

**************14.17

CONTRACT NO. : 024578895

1OR PC AMT DEBITED

:

USD*********201,640.78

THIS REMITTANCE IS SUBJECT TO OUR TERMS AND CONDITIONS

THIS IS A COMPUTER GENERATED PRINTOUT. NO SIGNATURE IS REQUIRED.


UNITED OVERSEAS BANK LTD

DEBIT ADVICE

OUTWARD REMITTANCE

**************

396 ALEXANDRA ROAD 17-00

SINGAPORE 119954

TEL 68921111

GENIUS GROUP LIMITED

8 AMOY STREET

SINGAPORE 049950

19 MAY, 22

WE HAVE EFFECTED THE FOLLOWING REMITTANCE AND DEBITED YOUR ACCOUNT 3929031464

OUR REFERENCE 1OR205181920 D01

REMSTTP

BENEFICIARY

BENEFICIARY'S BANK

/080034608

STANDARD BANK OF SOUTH AFRICA

MRS LILIAN NIEMANN

JOHANNESBURG

SOUTH AFRICA

PAYING BANK/ORDERING CUSTOMER

ABSA BANK LIMITED

SANLAM CTR FLR 26 CORNER JEPPE AND

VON WEILLIGH ST., JOHANNESBURG 2001

PAYMENT DETAILS

Part Payment ESQ Aquisition

VALUE DATE/REFERENCE

23/05/22 FT22050157066756

REMITTANCE AMT

:

ZAR*******3,200,000.00

@             15.8765000

USD*********201,555.76

COMMISSION

:

**************70.85

TELEX

:

**************14.17

CONTRACT NO. : 024578895

1OR PC AMT DEBITED

:

USD*********201,640.78

THIS REMITTANCE IS SUBJECT TO OUR TERMS AND CONDITIONS

THIS IS A COMPUTER GENERATED PRINTOUT. NO SIGNATURE IS REQUIRED.


UNITED OVERSEAS BANK LTD

DEBIT ADVICE

OUTWARD REMITTANCE

**************

396 ALEXANDRA ROAD 17-00

SINGAPORE 119954

TEL 68921111

GENIUS GROUP LIMITED

8 AMOY STREET

SINGAPORE 049950

19 MAY, 22

WE HAVE EFFECTED THE FOLLOWING REMITTANCE AND DEBITED YOUR ACCOUNT 3929031464

OUR REFERENCE 1OR205181901 D01

REMSTTP

BENEFICIARY

BENEFICIARY'S BANK

/080172636

STANDARD BANK OF SOUTH AFRICA

E SQUARED EDUCATION ENTERPRISES PTY JOHANNESBURG

JOHANNESBURG

SOUTH AFRICA

PAYING BANK/ORDERING CUSTOMER

ABSA BANK LIMITED

SANLAM CTR FLR 26 CORNER JEPPE AND

VON WEILLIGH ST., JOHANNESBURG 2001

PAYMENT DETAILS

Acquisition of ESQ Loan

VALUE DATE/REFERENCE

23/05/22 FT22050157063872

REMITTANCE AMT

:

ZAR*******4,000,000.00

@             15.8765000

USD*********251,944.70

COMMISSION

:

**************70.85

TELEX

:

**************14.17

CONTRACT NO. : 024578895

1OR PC AMT DEBITED

:

USD*********252,029.72

THIS REMITTANCE IS SUBJECT TO OUR TERMS AND CONDITIONS

THIS IS A COMPUTER GENERATED PRINTOUT. NO SIGNATURE IS REQUIRED.