Genius Group Ltd美股招股说明书(2025-01-21版)

Genius Group Limited Up to 90,000,000 Subscription Rights to Purchase Shares of Ordinary Shares and Up to 90,000,000 Shares of Ordinary Shares Issuable upon Exercise of Subscription Rights We are distributing to the holders of our ordinary shares and certain warrants (as described in more detail below), atno charge, non-transferrable subscription rights (each, a “Right”) to purchase our ordinary shares (the “RightsOffering”). 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 4.30 p.m., Eastern Time, on theRecord Date will be rounded up to the nearest number of Rights. The Company’s ordinary shares are expected totrade “Ex-Rights” on the NYSE American beginning on January 27, 2025. Each Right entitles the holder to purchase one ordinary share of the Company (the “Basic Subscription Right”) atthe 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 ordinaryshares 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 ordinaryshares of the Company at the subscription price on apro ratabasis.Any record date shareholder who sells anyRights 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 NYSEAmerican is expected to begin on a “when-issued” basis on January 23, 2025 and trade on a “regular way” basis onJanuary 27, 2025 under the symbol “GNS RT” and continue until the close of trading on the NYSE American onFebruary 13, 2025 (or if the offer is extended, on the business day immediately prior to the extended expirationdate). The Rights Offering expires at 4.30 p.m., Eastern Time, on February 14, 2025 (the “expiration date”) unlessextended by the Company. There is no minimum number of Rights that must be exercised in this Rights Offering, no minimum number that anyRights holder must exercise, and no minimum number of shares of ordinary shares that we will issue at the closingof this Rights Offering. Once made, all exercises of Rights are irrevocable. We may extend the subscription periodup 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 BitcoinTreasury. The Company anticipates that, in the event that the Rights Offering is fully subscribed, the net proceedswill be up to $41.7 million. See “Use of Proceeds.” Our ordinary shares are listed on The New York Stock Exchange under the symbol “GNS.” Our board of directors is making no recommendation regarding your exercise of the Rights. The Rights may be sold,transferred or assigned and will be listed for trading on NYSE American under the symbol “GNS RT”. You areurged to obtain a current price quote for our ordinary shares before exercising your Rights. We have engaged a financial advisor (the “Financial Advisor”) for this Rights Offering. We have engaged Campaign Management LLC. to act as the information agent (the “Information Agent”) for thisRights Offering. Investing in our securities involves a high degree of risk. You should read this prospectus supplement and theinformation incorporated herein by reference carefully before you make your investment decision. See “RiskFactors” beginning on page S-11 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Anyrepresentation to the contrary is a criminal offense. (2)In connection with the Rights Offering, we have agreed to pay the Financial Advisor a fee of 7.0% of theproceeds of the Rights Offering. See “Plan of Distribution.”(3)We have also agreed to pay the Financial Advisor a $150,000 non-accountable expense fee out of the proceeds of the Rights Offering. These expenses are not included in the table. For more information, see “Plan ofDistribution.” You should carefully consider whether to exercise your Rights before February 14, 2025 (unless extended).You may not revoke or revise any exercises of Rights once made unless we terminate the Rights Offering. If you have any questions or need further information about this Rights Offering, please contact CampaignManagement LLC, the information agent for the Rights Offering, by phone at +1 (855) 264-1527 or via email atinfo@campaign-mgmt.com. The date of this prospectus supplement is January 21, 2025 TABLE OF CONTENTS Prospectus Supplement Page About This Prospectus SupplementS-iCautionary Note Regarding Forward-Looking S