Genius Group Ltd美股招股说明书(2025-07-07版)

Filed pursuant to Rule 424(b)(5)Registration No. 333-280600 (to Amendment No. 1 to prospectus supplement dated May 15, 2025 to prospectus supplement dated August 27, 2024, which isa supplement to prospectus dated August 27, 2024) PROSPECTUS SUPPLEMENT GENIUS GROUP, LIMITED Genius Group Limited Up to $100,000,000Ordinary Shares We have entered into an at-the-market offering agreement, dated June 28, 2024 (the “Sales Agreement”), with H.C. Wainwright & Co.,LLC (“Wainwright”), as amended, under which we may offer and sell up to $100,000,000 of our ordinary shares (such ordinary shares,the “common stock”), offered by this Amendment No. 2 to prospectus supplement and the accompanying prospectus supplement andbase prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to time having anaggregate offering price of up to $100 million through Wainwright acting as our sales agent or principal. As we filed our AnnualReport on Form 20-F for the year ended December 31, 2024 on April 30, 2024, we have had to calculate if we were subject toInstruction I.B.5. of Form F-3 and are filing this Amendment No. 2 to Prospectus Supplement as the Company is no longer limited tosales under the Sales Agreement to the aggregate market value of securities sold by or on behalf of the registrant pursuant to thisInstruction I.B.5. as we may now sell without restriction under Instruction 1.B.1. of Form F-3 as the aggregate market valueworldwide of our voting and non-voting common equity held by non-affiliates is the equivalent of $75 million or more1 . Sales of ourcommon stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The NYSEAmerican (“NYSE”), the existing trading market for our common stock, sales made to or through a market maker other than on anexchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale orat prices related to such prevailing market prices, and/or in any other method permitted by law. Wainwright is not required to sell anyspecific number or dollar amount of shares, but will act as sales agent on a commercially reasonable efforts basis consistent with itsnormal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Wainwright will be entitled to compensation at a commission rate of 3.0% of the gross proceeds per share sold under the SalesAgreement. In connection with the sale of the common stock on our behalf, Wainwright will be deemed to be an “underwriter” withinthe meaning of the Securities Act, and the compensation of Wainwright will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to Wainwright with respect to certain liabilities, including liabilitiesunder the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock is listed on the NYSE American under the symbol “GNS.” On July 1, 2025, the closing price of our common stockon the NYSE American was $1.44 per share. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THERISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” ON PAGE 4 OF THE BASEPROSPECTUS AND PAGE S-4 OF THIS PROSPECTUS SUPPLEMENT, AND IN ANY APPLICABLE FREE WRITINGPROSPECTUS, AS WELL AS UNDER SIMILAR HEADINGS IN THE DOCUMENTS INCORPORATED BY REFERENCEINTO THIS PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus is July 7, 2025 1As of July 1, 2024, our closing price was $1.44 per share and we had 80,158,823 unaffiliated shares issued and outstanding, thus ourunaffiliated market value was $115,428,705. PageABOUT THIS PROSPECTUSS-1PROSPECTUS SUMMARYS-2THE OFFERINGS-3RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-8EXPERTSS-8WHERE YOU CAN FIND MORE INFORMATIONS-8INFORMATION INCORPORATED BY REFERENCES-8S-i ABOUT THIS PROSPECTUS This prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on Form F-3 that wefiled with the Securities and Exchange Commission (the “SEC”). This document is in two parts. The first part is this prospectussupplement, which describes the specific terms of this offering and also supplements and updates information contained orincorporated by reference in the accompanying prospectus. The second part is the accompanying