Exhibit 2.29

TRANSACTION CLOSING DOCUMENT

DATED 30 APRIL, 2022

Genius Group Limited (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

Simon Zutshi (“SZ”), an individual with a principal place of residence at Flat 2, 90 Harborne, Road, Birmingham, B15 3UH

WHEREAS:

(1)On the basis of the Share Purchase Agreement dated 24 June, 2022, GG acquired from Simon Zutshi the Shares of:
(i)Property Investors Network Ltd, a private company limited by shares (hereinafter referred to as “PIN”), registered under the number 8166332 at the Register for the Companies for England and Wales with its registered office at Quadrant Court Calthorpe Road Edgbaston Birmingham B15 1TH; and
(ii)Mastermind Principles Limited, a private company limited by shares (hereinafter referred to as “MPL”), registered under the number 07106363 at the Register for the Companies for England and Wales with its registered office at Quadrant Court Calthorpe Road Edgbaston Birmingham B15 1TH.

Hereinafter referred to as the “Companies

The Parties agreed as follows:

1.The transaction is closed as of 30 April 2022.
2.The Seller delivered the transaction documents with respect to the Companies in particular:


(a)Certified extract of the resolutions passed by the Board of Property Investment Network Ltd. (hereinafter referred to as “PIN”) and Mastermind Principles Ltd (hereinafter referred to as “MPL”) approving the transfer of the Sale Shares from the Sellers to the Purchaser.
(b)Certified extract of the register of members and the share transfer register of the Property Investment Network Ltd. (hereinafter referred to as “PIN”) and Mastermind Principles Ltd (hereinafter referred to as “MPL”) evidencing the entries relating to the transfer of the Sale Shares from the Sellers to the Purchaser - Genius Group Limited registration number UEN 201541844 C with registered seat at 8 Amoy Street, #01-01 Singapore 049950
(c)New Share certificate with respect to the Sale Shares, reflecting the name of the Property Investment Network Ltd. (hereinafter referred to as “PIN”) and Mastermind Principles Ltd (hereinafter referred to as “MPL”) as the registered holder of the Sale Shares.

3.

The price shall be paid and calculated by the Purchaser due to the provision of Section 3 point 3.1 and 3.2 of the Sale Purchased Agreement dated November 30, 2021  in the following way:

(i)

Consideration:

Total Consideration is agreed to be GBP 14,617,408 divided between entities as follows-

If to PIN3,515,770.00

If to MPL11,101,638.40

(ii)

Purchase price calculated as 2x Revenue in 2020 or 10x EBITDA whichever is greater

-

2x Revenue – (Revenue 3,365,813, GBP 6,731,626)

-

10x EBITDA – (EBITDA 1,461,741 GBP 14,617,408)

(iii)

Cash Portion - 10% in Cash - GBP 1,461,741;

(iv)

GG Shares - GBP 13,155,667 The amount has been converted to USD 17,199,720 with the exchange rate of 1.3074 to issue shares at $34.87 multiplied by 6 for share split. Total shares issued – 2,959,518;

(v)

Loan to MPL - to be paid in 7 instalments of GBP 1,500,000.00 - of which GBP 200,000.00 paid on 29 April 2022 and GBP 200,000.00 paid on 27 May 2022;


4.

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

i.Balance Sheet - 30th April 2022
ii.EBITDA Calculation - FY 2020

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

/s/ Simon Zutshi

Roger James Hamilton

Simon Zutshi

Roger James Hamilton, on behalf of

Genius Group Limited


Balance Sheet

Combined (Eliminated)

Spot Rate

1.257166

As at 30 April 2022

PIN

MPL

Elimination

Total

Total (in USD)

Assets

Current Assets

Cash and cash equivalents

5,841

256,220

262,061

329,455

Accounts receivable, net of allowance

16,529

350,313

366,842

461,181

Other receivable

0

0

Notes receivable - current portion

0

0

Inventory

0

0

Prepaid expenses and other assets

7,459

7,459

9,377

Loans receivable - current portion

12,995

12,995

16,337

Loans receivable - related parties - current portion

1,059,494

4,590,534

-1,009,494

4,640,534

5,833,922

Total Current Assets

1,081,864

5,217,521

-1,009,494

5,289,892

6,650,272

Property and equipment, net

569

19,309

19,878

24,990

Intangible assets, net

0

0

Operating lease right-of-use asset

0

0

Investments at fair value

0

0

Investment in Subsidiary

0

0

Goodwill

0

0

Deferred tax asset

0

0

Other non-current assets

0

0

Loans receivable - related parties - non-current portion

0

0

Total Assets

1,082,434

5,236,830

-1,009,494

5,309,770

6,675,262

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

1,855

42,271

44,126

55,474

Accounts payable, related parties

0

0

Accrued expenses and other current liabilities

112,501

1,137,064

1,249,565

1,570,911

Deferred revenue

0

0

Operating lease liabilities - current portion

0

0

Loans payable - current portion

18,159

18,159

22,829

Loans payable - related parties - current portion

1,429

1,009,494

-1,009,494

1,429

1,796

Income tax payable

0

0

Total current liabilities

115,785

2,206,988

-1,009,494

1,313,280

1,651,010

Operating lease liabilities - non current portion

0

0

Loans payable - non current portion

124,423

601,349

725,771

912,415

Loans payable - related parties - noncurrent portion

0

0

Convertible debt obligations

0

0

Provision for reinstatement costs

0

0

Other non-current liabilities

0

0

Deferred Tax Liability

0

0

Total liabilities

240,208

2,808,337

-1,009,494

2,039,051

2,563,425

Stockholders’ Equity:

Contributed capital

5

2

7

9

Minority Interest

0

0

Subscriptions receivable

0

0

Derivative liability

0

0

Treasury stock, at cost

0

0

Accumulated other comprehensive income (loss)

0

0

Retained earnings

842,221

2,428,491

3,270,712

4,111,827

Reserves

0

0

Total Stockholders’ Equity

842,226

2,428,493

0

3,270,719

4,111,836

Total Liabilities and Stockholders’ Equity

1,082,434

5,236,830

-1,009,494

5,309,770

6,675,262

CHECK

0

0

0

0

0

Net Asset Acquired

842,226

2,428,493

0

3,270,719

4,111,836


Balance Sheet

Property Investors Network Ltd

(Numbers in GBP)

30 Apr 2022

Assets

Bank

1202 Bank Transactions

0.01

Property Investors Network Ltd

3,562.08

Stripe payments

2,124.85

Total Bank

5,686.94

Current Assets

Accounts Receivable

16,529.33

BG2 Ltd- Loan Account

50,000.00

Mastermind Principles

1,009,493.84

Petty Cash

154.25

Total Current Assets

1,076,177.42

Fixed Assets

Computer Equipment

1,892.36

Less Accumulated Depreciation on Computer Equipment

-1,323.28

Office Equipment

2,816.21

Less Accumulated Depreciation on Office Equipment

-2,816.00

Total Fixed Assets

569.29

Total Assets

1,082,433.65

Liabilities

Current Liabilities

Accounts Payable

1,854.65

Accruals

1,500.00

Directors’ Loan Account

1,429.00

NIC Payable

-2,538.63

PAYE Payable

2,288.00

Pensions Payable

344.03

Provision for Corporation Tax

85,513.30

Rounding

-0.02

VAT

25,394.75

Alan Webb Loan Account

0

Total Current Liabilities

115,785.08

Non-Current Liabilities

Lloyds Bounceback Loan

40,201.10

The Funding Circle

84,221.48

Total Non-Current Liabilities

124,422.58

Total Liabilities

240,207.66

Net Assets

842,225.99

Equity

Capital - x,xxx Ordinary Shares

5

Current Year Earnings

56,583.45

Retained Earnings

785,637.54

Total Equity

842,225.99


Balance Sheet

Mastermind Principles Ltd

(Numbers in GBP)

30 Apr 2022

Assets

Bank

Amex

-14,673.22

Bartercard

66,202.27

BBX

64,896.52

Mastermind Principles

135,132.83

Petty Cash account

230.32

Savings Account

1.2

Squareup Terminal Payments

0

Stripe payments

4,430.26

Total Bank

256,220.18

Current Assets

Accounts Receivable

556,167.49

Less Provision for Doubtful Debts

-205,854.66

BG2 Ltd - Loan Account

0

BG3 Ltd.

581,701.78

BG4 Ltd

750

BMV Finance

1,582,166.76

Crowd Property Loan Account

215,014.48

Dean Powers

0

Deposit - Crown House

995

Elaine Millhouse

0

Hatfield House

40,205.18

Mark Dearing

0

P J Finn

593,650.84

Prepayments

7,458.86

Property Mastermind International

115,621.62

Rent to Buy

1,569.64

Richard Evans

12,000.00

Simon Zutshi - Director’s Loan Account

793,383.04

Sundry Assets

0

The Successful Trader Ltd

-50,000.00

Throckley

170,954.00

Vishal Misal

0

Vision1 Investments

231,314.80

Zutshi LLP

314,202.00


Total Current Assets

4,961,300.83

Fixed Assets

Computer Equipment

5,658.24

Office Equipment

70,528.15

Less Accumulated Depreciation on Office Equ

-56,877.71

Total Fixed Assets

19,308.68

Total Assets

5,236,829.69

Liabilities

Current Liabilities

Accounts Payable

42,271.32

Accruals

698,819.40

Funding Circle Flexipay

18,159.19

NIC Payable

14,704.85

PAYE Payable

10,289.80

Pensions Payable

4,398.96

Pin Limited

1,009,493.84

Provision for Corporation Tax

236,374.08

Rounding

-1.09

Student Loan Deductions Payable

738.27

VAT

171,739.65

Total Current Liabilities

2,206,988.27

Non-Current Liabilities

Funding Circle Loan

276,348.78

Lloyds CBIL

165,000.00

Loan

160,000.00

Total Non-Current Liabilities

601,348.78

Total Liabilities

2,808,337.05

Net Assets

2,428,492.64

Equity

Capital - x,xxx Ordinary Shares

2

Current Year Earnings

13,848.94

Retained Earnings

2,414,641.70

Total Equity

2,428,492.64


Profit and Loss

Property Investors Network Ltd

For the 12 months ended 31 December 2020

Dec-20

Income

Other Revenue

£30.00

Sales

£167,139.78

Total Income

£167,169.78

Less Cost of Sales

Advertising & Marketing

£22,092.87

Domain Names

£3,047.15

IT Engineer

£14,975.00

Pin Academy commission

£6,466.98

Pin host training

-£266.45

Pin meeting commission

£39,071.92

Pin Venues

£27,295.98

Postage, Freight and Carriage

£178.30

Prize Draws

£6,250.50

Servers

£784.24

Staff/ Hotel/ Travel/ Food

£1,173.12

Stage/ Audio/ Filming

£1,992.21

Stationery and Workbooks

£11,348.85

Text messages

£4,145.41

Total Cost of Sales

£138,556.08

Gross Profit

£28,613.70

Plus Other Income

BSPN Commission

£57,000.00

Full Power Utilities Commission

£24,140.86

Internet Business School Commission

£31,413.31

LNPG Commission

£1,058.33

Other commission

£65,053.83

Preferred Partners

£37,514.13

Property Tax Advice Commission

£10,944.25

Rethink Academy Commission

£125,860.15

Right Plan Commission

£6,237.61

YPN Commission

£49,318.58

Total Other Income

£408,541.05

Less Operating Expenses

Audit & Accountancy fees

-£783.00

Bank Fees

£542.20

Consulting

£34,287.99

Corporation Tax

£65,360.00

General Expenses

£183.72

IT Software and Consumables

£1,221.04

Payment System Charges

£6,177.33

Pensions Costs

£1,410.26

Postage, Freight & Courier

£1,175.25

Printing & Stationery

£240.23

Rent

£12,073.00

Sagepay

£405.00

Staff Welfare

£105.48

Subscriptions

£41.82

Subsistence

£2.55

Team Salaries

£28,050.87

Telephone & Internet

£205.00

Travel - National

£238.31

Total Operating Expenses

£150,937.05

Net Profit

£286,217.70


Profit and Loss

Mastermind Principles Ltd

For the 12 months ended 31 December 2020

Dec-20

Income

Closing Work in Progress

-£11,196.96

Commission

£89,635.34

Interest Income

£5,256.66

Sales

£2,690,968.12

Sponsorship

£1,666.67

Total Income

£2,776,329.83

Less Cost of Sales

Advertising and Marketing

£42,090.18

Amazon Reseller

£465.80

Books etc.

£2,811.75

Coaching & Mentoring

£178,386.00

Commissions

£176,832.10

Delegates Kits

£2,680.35

Domain Names

£3,469.10

Hosts and facilitators

£58,116.87

PM Books

£25,600.00

Postage, Freight & Courier

£3,560.00

Staff/Travel/Hotel/Food

£9,768.89

Stage/Audio/Filming

£92,364.54

Stationery & Workbooks

£35,031.26

Text Messages

£8,856.42

Venues

£150,394.20

WD Tokens

£1,800.00

Webinars

£5,410.00

Website Updates

£310.00

Total Cost of Sales

£797,947.46

Gross Profit

£1,978,382.37

Plus Other Income

Rental Income

£12,000.00

Total Other Income

£12,000.00

Less Operating Expenses

Audit & Accountancy fees

£4,200.00

Bank Fees

£2,809.55

Charitable and Political Donations

£724.42

Client Gifts

£51.20

Consulting

£58,562.56

Corporation Tax

£210,000.00

Employers National Insurance

£40,887.87

Equipment Hire

£3,941.20

HR Support

£777.60

Insurance

£15,976.72

Interest Paid

£58,445.25

IT Engineer

£16,575.94

Legal Expenses

£3,834.03

Marketing IT

£1,040.00

Medical Insurance

£5,262.85

Miscellaneous Expenses

£4,159.88

Payment system charges

£48,003.69

Pensions Costs

£12,462.78

Premises Expenses

£11,462.81

Printing & Stationery

£4,630.79

Recruitment Expenses

£253.29

Rent

£40,793.26

Repairs & Maintenance

£484.20

Sagepay

£459.00

Shows & Exhibitions

£4,948.75

Software and consumables

£27,063.05

Staff welfare

£6,965.51

Subscriptions

£2,488.08

Subsistence

£1,888.98

SZ Training

£25,122.04

Team Training

£1,817.00

Team Wages and Salaries

£457,985.91

Telephone & Internet

£13,378.48

Travel - National

£2,761.84

Total Operating Expenses

£1,090,218.53

Net Profit

£900,163.84


PIN

MPL

Total

Net Profit After Tax

286,218

900,164

1,186,382

Add Backs

Taxation

65,360

210,000

275,360

Loan Write Off

-

-

-

-

Total Add Backs

65,360

210,000

275,360

Consideration

351,578

1,110,164

1,461,742