FAQ

Below is a list of anticipated Frequently Asked Question related to the Rights Offering. If you have any questions or require any further information about the Rights Offering, or to obtain a prospectus supplement, please call our information agent for the Rights Offering, Campaign Management LLC toll-free , by phone at +1 (855) 264-1527 or via email at info@campaign-mgmt.com

The Company plans to use 100% of the net proceeds of the Rights Offering to purchase Bitcoin for its Bitcoin Treasury. The Company anticipates that, in the event that the Rights Offering is fully subscribed, the net proceeds will be up to $41.7 million. We cannot assure you that we will not need to seek additional financing in the future.

We are distributing to the holders of our ordinary shares and certain warrants (as described in more detail below), at no charge, non-transferrable subscription rights (each, a “Right”) to purchase our ordinary shares (the “Rights Offering”).

Each shareholder will receive one transferable right (the “Right”) for each ordinary share held on January 24, 2025 (the “Record Date”). The number of Rights to be issued to a shareholder as of the close of business on the Record Date will be rounded up to the nearest number of Rights. The Company’s ordinary shares are expected to trade “Ex- Rights” on the NYSE American beginning on January 24, 2025.

Each Right entitles the holder to purchase one ordinary share of the Company (the “Basic Subscription Right”) at the subscription price of $0.50 per whole ordinary share (the “Subscription Price).

Rights holders who fully exercise their Basic Subscription Rights will be entitled to subscribe for additional ordinary shares of the Company that remain unsubscribed as a result of any unexercised Basic Subscription Rights (the “Over-subscription Right”). The Over-subscription Right allows a rights holder to subscribe for additional ordinary shares of the Company at the subscription price on a pro rata basis. Any record date shareholder who sells any Rights will not be eligible to participate in the over-subscription privilege. Rights holders who choose not to exercise their Rights may sell their Rights. Trading in the Rights on the NYSE American is expected to begin on a “when-issued” basis on January 23, 2025 and trade on a “regular way” basis on January 27, 2025 under the symbol “GNS RTWI” and continue until the close of trading on the NYSE American on February 13, 2025 (or if the offer is extended, on the business day immediately prior to the extended expiration date).

The Rights Offering expires at 4.30 p.m., Eastern Time, on February 14, 2025 (the “expiration date”) unless extended by the Company.

There is no minimum number of Rights that must be exercised in this Rights Offering, no minimum number that any Rights holder must exercise, and no minimum number of shares of ordinary shares that we will issue at the closing of this Rights Offering. Once made, all exercises of Rights are irrevocable. We may extend the subscription period up to an additional 30 days, at our sole discretion.

The Company plans to use 100% of the net proceeds of the Rights Offering to purchase Bitcoin for its Bitcoin Treasury. The Company anticipates that, in the event that the Rights Offering is fully subscribed, the net proceeds will be up to $41.7 million. See “Use of Proceeds.”

If you do not receive your rights certificate by Monday, January 27, 2024, please contact your broker, bank or other nominee, or call our information agent for the Rights Offering, Campaign Management LLC toll-free at +1 (855) 264-1527.

To subscribe for the ordinary shares, you must follow the process described in the Rights Certificate sent to you. The Rights Certificate is also available from the Information Agent. For assistance or copies of the documents you may contact the Information Agent, as described herein.

The number of Rights you hold will be shown on the Rights Certificate. The number shown is the total number of your Rights. You may exercise any or all of them for shares of ordinary shares, but for purposes of the Basic Subscription Right, the number you exercise cannot exceed the number shown. That said, if you elect to exercise your Basic Subscription Right in full, you may also elect to exercise your Over-Subscription Privilege.

The Financial Advisor, under the terms and subject to the conditions contained in the Financial Advisor agreement, will contact stockholders of the Company regarding the exercise of their Rights and provide guidance to us on general market conditions and their impact on the Rights Offering. We have agreed to pay the Financial Advisor certain fees for acting as the Financial Advisor and to reimburse the Financial Advisor for certain out-of-pocket expenses incurred in connection with the Rights Offering. See the section of this prospectus supplement titled “Plan of Distribution” for a more complete discussion of the compensation to be paid to the Financial Advisor for its services as the Financial Advisor. The Financial Advisor is not underwriting or backstopping the Rights Offering and is not making any recommendation with respect to the Rights (including with respect to the exercise or expiration of such Rights) or shares of ordinary shares.

The Financial Advisor may enter into selected dealer agreements with other broker-dealers pursuant to which (i) such other broker-dealers have agreed or will agree to use their commercially reasonable efforts to procure subscriptions for the shares of ordinary shares, and (ii) the Financial Advisor has agreed or will agree to reallocate a portion of its Financial Advisor fee to each such broker-dealer whose clients exercise rights to purchase shares of ordinary shares in this Rights Offering.

No. You may exercise any number of your Rights, or you may choose not to exercise any Rights at all. Exercising or not exercising your Rights will not affect the number of shares of our ordinary shares you own (or have the right to own upon exercise of other securities). However, if you choose not to exercise your Rights, your percentage ownership interest in the Company and your voting and other rights may be diluted by other stockholder purchases (to the extent we receive any subscriptions in this Rights Offering).

If you are a shareholder of record (meaning you hold your shares of our ordinary shares in your name and not through a broker, dealer, bank or other nominee) and you wish to participate in the Rights Offering, you must deliver a properly completed and signed Rights Certificate, together with payment of the Subscription Price for the Rights you elect to exercise (including any Over-Subscription Rights that you would like to exercise, if available), to the Subscription Agent before Friday, February 14, 2025 (unless extended). If you are exercising your Rights through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents and payment for the shares subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For assistance you may contact the Information Agent, as set forth herein.

If you hold your shares of our ordinary shares in the name of a broker, dealer, bank or other nominee, then your broker, dealer, bank or other nominee is the record holder of the shares you own. The record holder must exercise the Rights on your behalf. Therefore, you will need to have your record holder act for you.

If you wish to participate in this Rights Offering and purchase shares, please promptly contact the record holder of your shares. We will ask the record holder of your shares, who may be your broker, dealer, bank or other nominee, to notify you of this Rights Offering and to send you all of the information and documentation necessary for you to participate in the Rights Offering. For assistance you may contact the Information Agent, Campaign Management LLC, by phone at +1 (855) 264-1527 or via email at info@campaign-mgmt.com.

You must timely pay the full Subscription Price for the full number of shares you wish to acquire pursuant to the exercise of Rights by delivering to the Subscription Agent:

• a bank certified check;
• wire transfer.

If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your Rights to the fullest extent possible based on the amount of the payment received.

Bank certified checks should be sent to VStock Transfer LLC at 18 Lafayette Place Woodmere, New York 11598.

If you are exercising your Rights pursuant to a wire transfer, please use the wire instructions below:

Account Name: VStock Transfer, LLC as escrow agent on behalf of Genius Group Ltd.
Bank: CitiBank NA
Routing No.: 021000089
Acct. No.: 6882495451

If your shares are held in the name of a broker, dealer, bank or other nominee, then you should send your subscription documents and subscription payment to that broker, dealer, bank or other nominee. If you are the record holder, then you should send your Rights Certificate and payment of your Subscription Price to the Subscription Agent hand delivery, first class mail or overnight courier service to: VStock Transfer at 18 Lafayette Place Woodmere, New York 11598.

You or, if applicable, your nominee are solely responsible for completing delivery to the Subscription Agent of your subscription documents, Rights Certificate and payment. You should allow sufficient time for delivery of your subscription materials to the Subscription Agent and clearance of payment before the expiration of the Rights Offering.

The Subscription Agent will arrange for the issuance of the ordinary shares promptly after the expiration of the Rights Offering and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. If you hold your shares in the name of a broker, dealer, bank or other nominee, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering. If you are a holder of record of shares, all shares that you purchase in the Rights Offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of the ordinary shares.

No. All exercises of Rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your Rights and even if our board of directors extends the rights offering for a period of up to 30 days. However, if we amend the Rights Offering to allow for an extension of the subscription period of more than 30 days or make a Material Change to the terms of the Rights Offering set forth in this prospectus supplement, you may cancel your purchase and receive a refund of any money you have advanced. You should not exercise your Rights unless you are certain that you wish to purchase shares at the Subscription Price.

Yes.

No. We may complete the Rights Offering regardless of the number of Rights that may be exercised.

No, but we have the right to cancel or modify the terms of the Rights Offering in our sole discretion.

Yes. In the event that the exercise by a stockholder of the Rights could, as determined by us in our sole discretion, potentially result in a limitation on our ability to use the Tax Attributes under the Code and rules promulgated by the Internal Revenue Service, we may, but we are under no obligation to, reduce the number of shares of ordinary shares to be acquired by such stockholder to such number of shares of our ordinary shares as we, in our sole discretion, shall determine to be advisable in order to preserve our ability to use the Tax Attributes.

Yes. We have the option to extend the Rights Offering and the period for exercising your Rights for a period not to exceed 30 days, at our sole discretion. We do not presently intend to extend the Rights Offering. If we elect to extend the Expiration Date to a date following Friday, February 14, 2025, we will issue a press release announcing such extension no later than 9:00 a.m., Eastern time, on the next business day after the most recently announced Expiration Date. We will extend the duration of the Rights Offering as required by applicable law or regulation and may choose to extend it if we decide to give stockholders more time to exercise their Rights in the Rights Offering.

Our board of directors may cancel the Rights Offering at any time in its sole discretion. If the Rights Offering is cancelled, we will issue a press release notifying stockholders of the cancellation and all subscription payments received by the Subscription Agent will be promptly returned, without interest or penalty.

Our board of directors also has the right to amend or modify the terms of the Rights Offering in its sole discretion. If we make any Material Change to the terms of the Rights Offering set forth in this prospectus, we will offer persons who have exercised their Rights the opportunity to cancel their purchases and the Subscription Agent will refund the funds advanced by each such person and recirculate an updated prospectus supplement. In addition, upon such event, we may extend the Expiration Date to allow holders of Rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to the Rights Offering and the new expiration date. The terms of the Rights Offering cannot be modified or amended after the Expiration Date. Although we do not presently intend to do so, we may choose to amend or modify the terms of the Rights Offering for any reason, including, without limitation, in order to increase participation in the Rights Offering. Such amendments or modifications may include a change in the Subscription Price, although we do not currently anticipate any such change.

No. Neither our board of directors nor the Financial Advisor is making any recommendation to stockholders regarding the exercise of Rights in the Rights Offering. You should make an independent investment decision about whether or not to exercise your Rights. Stockholders who exercise Rights risk the loss of the amount invested. Please see “Risk Factors” for a discussion of material risks involved in investing in our ordinary shares.

To the extent they hold ordinary shares as of the Record Date, our directors and executive officers will be entitled to participate in the Rights Offering on the same terms and conditions applicable to other Rights holders. While none of our directors or executive officers has entered into any binding commitment or agreement to exercise Rights received in the Rights Offering, our directors and executive officers have indicated that they intend on participating in the Rights Offering. The CEO and Director of the Company has notified that he would fully subscribe to his rights under this Rights Offering, which will amount to rights to an additional 6.8 million shares on the same terms as all shareholders on the Record Date as detailed above.

At the Record Date, up to 90,000,000 ordinary shares were outstanding. The number of shares of ordinary shares outstanding after the Rights Offering will depend on the final Subscription Price and the number of Rights that are exercised. If the Subscription Price does not decrease and if all of the Rights are exercised, there will be 180,000,000 ordinary shares outstanding after the Rights Offering.

Assuming the Rights Offering is subscribed in full, we will receive net proceeds of approximately $41,700,000, net of expenses and fees incident to this Rights Offering estimated at approximately $3,300,000, including Financial Advisor fees. However, until the subscription period ends, we will not know the total proceeds that we have received in the Rights Offering. For a description on how we plan to use the proceeds of the Rights Offering, please see “Use of Proceeds.”

Yes. The exercise of your Rights involves material risks. Among other things, you should carefully consider each of the risks described under the heading “Risk Factors” in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference.

Yes. The Subscription Agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. If the Rights Offering is not completed, all subscription payments received by the Subscription Agent will be promptly returned, without interest. If you own your ordinary shares in a brokerage account, it may take longer for you to receive the return of your payment because the Subscription Agent will return your payment through the broker, dealer, bank or other nominee that is the record holder of your shares of ordinary shares.

Yes. The Rights are tradable. The shares of our ordinary shares are, and the shares to be issued in the Rights Offering will be, traded on NYSE under the symbol “GNS RT”.

Yes. The Rights Offering is being conducted pursuant to an effective registration statement. Accordingly, all shares issued upon exercise of the Rights will be free of any restrictive legend and will be freely-tradable on NYSE.

To exercise your Rights, you must follow the process described in the subscription documents sent to you and also available from the Information Agent. For assistance you may contact the Information Agent.

We are not charging any fee or sales commission to issue Rights to you or to issue the shares to you if you exercise your Rights. If you hold your shares in “street name” and exercise your Rights through a broker, dealer, bank or other nominee that is the record holder of your shares, you are responsible for paying any fees your record holder may charge you.

For U.S. federal income tax purposes, you generally should not recognize income or loss in connection with the receipt or exercise of Rights unless the Rights Offering is treated as a distribution described in either Section 305(b) or 305(c) of the Code. We believe that the Rights Offering should not be treated as either such distribution, but certain aspects of that determination are unclear. Our position is not binding on the Internal Revenue Service or the courts, however. You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of Rights and the receipt, ownership and disposition of our shares. For further information, please see “Material U.S. Federal Income Tax Consequences.”

The shareholders and shareholdings the Company counts are those that are as per the records of our stock transfer agent at 4.30pm on January 24, 2024. As shares require 24 hours to settle, all share purchases will need to be completed with your broker or trading account 24 hours prior to that deadline.

We believe a rights offering is an effective way to reward our long-term shareholders with discounted shares that can also be traded, whereas a public offering may benefit new institutional investors or hedge funds without that benefit being shared with our retail investors. Additionally, whilst the company can use its reserves and ATM facility over time, a rights offering enables us to accelerate our progress whilst rewarding our shareholders today.

As per the metrics provided above, the rights offering will result in a higher Bitcoin per share after the offering than before it. Ie. Our Bitcoin treasury will grow at a greater rate than the company’s dilution. Hence whilst the total assets per share will reduce, the Bitcoin per share will increase. In addition, participating fully in the rights offering enables shareholders to maintain their percentage ownership whilst also benefiting from the discounted shares and increased Bitcoin per share.

The rights offering has no immediate impact on the Company’s ATM. The company has an approved shelf of $250 million, of which $150 million has been approved for its ATM. To date the remaining $100 million has been unallocated, and the Company will be utilizing a portion of this $100 million for the rights offering.

Yes, the Company intends to continue to trade normally throughout the rights period, although the NYSE may request a halt in trading during the period in the event of any material non-public information that is pending release.

In the event that as a shareholder who has been issued rights, you choose neither to exercise nor trade your rights, you can simply take no action and your rights will expire at the end of the rights period. Please note however that there is a value in your right, whether exercised for discounted shares or traded, and taking no action will be to willingly forfeit your right to that value.

Yes you can. Investors can participate in the rights issue even if they do not own any shares at the Record date by purchasing rights at the market price and either exercising the rights they purchase for discounted shares or reselling the rights they purchase prior to the expiry date.

All warrant holders will be issued rights proportional to the number of warrants they hold. A total of 6,725,055 Rights will be issued to these warrant holders.

The shares issued to LZGI as part of the asset purchase agreement are currently the subject of an arbitration to rescind the agreement, and the shares are subject to a temporary restraining order pending a temporary injunction ruling. As such, these shares will not be a part of the rights offering and neither LZGI nor its shareholders will be issued rights related to this offering. The final outcome of these shares will be subject to the final ruling of the arbitration.

Yes. The company has approvals from all regulatory bodies, shareholders and the board to proceed with this rights offering.

Media and press contacts can directly contact our IR firm, MZ Group at +1 (949) 259-4987 or at GNS@mzgroup.us

If you have any questions or need further information about this Rights Offering, please contact Campaign Management LLC, the information agent for the Rights Offering, by phone at +1 (855) 264-1527 or via email at info@campaign-mgmt.com.