Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS

v3.22.1
BUSINESS COMBINATIONS
12 Months Ended
Dec. 31, 2021
BUSINESS COMBINATIONS  
BUSINESS COMBINATIONS

NOTE 4 — BUSINESS COMBINATIONS

Genius Group Ltd.’s Acquisition of Entrepreneur Resorts

On July 17, 2020, Genius Group Ltd acquired 97.8% of the voting equity interest of Entrepreneur Resorts, an entity under common control with Genius Group Ltd, and its wholly-owned subsidiaries, for $30,997,810 of purchase consideration, made up of $30,997,810 of Genius Group Ltd ordinary shares. Entrepreneur Resorts operates entrepreneur resorts and cafes.

Below is a summary of the allocation of the purchase consideration to the fair value of the assets and liabilities associated with Entrepreneur Resorts at acquisition.

    

Amount

Cash and cash equivalents

 

1,376,396

Accounts receivable, net

 

196,434

Due from related parties

 

3,171

Inventories

 

157,927

Prepaid expenses and other current assets

 

613,164

Property and equipment, net

 

6,865,544

Operating lease right-of-use asset

 

1,740,083

Other intangible assets

 

67,849

Goodwill

 

1,209,953

Total acquired assets

 

12,230,521

Less: Acquired liabilities Accounts payable

 

56,490

Accrued expenses and other current liabilities

 

1,013,665

Deferred revenue

 

564,215

Operating lease liabilities – current portion

 

519,740

Deferred tax liability

 

607,270

Operating lease liabilities – non-current portion

 

1,311,110

Loans payable – non-current portion

 

1,000,000

Convertible debt obligations

 

1,220,450

Total acquired liabilities

 

6,292,940

Net assets

$

5,937,581

Net assets acquired – 97.8% controlling interest

$

5,806,954

The difference between the purchase consideration and the total of net assets acquired amounts to $25,190,856 and is recorded under Reserves.

The operating results of Entrepreneur Resorts were consolidated with Genius Group for the years ended December 31, 2020 on the basis that the entities were under common control. As such, the revenue and profit or loss of Entrepreneur Resorts for both years have been included in the consolidated statements of operations and comprehensive loss in full.