Form F-1/A - Registration statement for certain foreign private issuers: [Amend] (2024)

15/08/2024 3:21pm

Edgar (US Regulatory)

Asfiled with the Securities and Exchange Commission on August 14, 2024

RegistrationNo. 333-279795

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

AMENDMENTNO. 5 TO FORM F-1

REGISTRATIONSTATEMENT UNDER

THESECURITIES ACT OF 1933

GENIUSGROUP LIMITED

(Exactname of Registrant as specified in its charter)

NotApplicable

(Translationof Registrant’s name into English)

8Amoy Street, #01-01

Singapore049950

Tel:+65 8940 1200

(Address,including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

JolieKahn, Esq.

12E. 49^th Street, 11^th floor

NewYork, NY 10017

Tel:(516) 217-6379

Fax:(866) 705-3071

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesof all communications, including communications

sentto agent for service, should be sent to:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box.☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† providedpursuant to Section 7(a)(2)(B) of the Securities Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012.

TheRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effectiveon such date as the Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are notsoliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

GeniusGroup Limited

Thisprospectus related to the offer and sale from time to time of up to 37,242,856 shares of common stock of Genius Group Limited(the “Company”) by the selling stockholders identified in this prospectus. The number of shares offered for sale by the sellingstockholders consists of up to 37,242,856 shares of our common stock. We are not selling any shares of our common stock in thisoffering and we will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders. The sellingstockholders will receive all of the proceeds from any sales of the shares of our common stock offered hereby. However, we will incurexpenses in connection with the registration of the shares of our common stock offered hereby. The selling stockholders may sell theseshares through public or private transactions at market prices prevailing at the time of sale or at negotiated prices. The timing andamount of any sale are within the sole discretion of the selling stockholders. The selling stockholders and any underwriters, dealersor agents that participate in distribution of the securities may be deemed to be underwriters, and any profit on sale of the securitiesby them and any discounts, commissions or concessions received by any underwriter, dealer or agent may be deemed to be underwriting discountsand commissions under the Securities Act. There can be no assurances that the selling stockholders will sell any or all of the securitiesoffered under this prospectus. For further information regarding the possible methods by which the shares may be distributed, see thesection titled “Plan of Distribution” beginning on page S-96 of this prospectus.

Ourcommon stock is listed on the NYSE American under the symbol “GNS”. On August 13, 2024, the last reported sale price ofour common stock on the NYSE American was $0.1399 per share.

Youshould read this prospectus, together with additional information described under the heading “Where You Can Find More Information,”carefully before you invest in any of our securities.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Weare both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securitieslaws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “ProspectusSummary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implicationsof Being a Foreign Private Issuer.”

Investingin our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page S-14. Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is August 14, 2024.

TableOf Contents

AboutThis Prospectus

Exceptwhere indicated or where the context otherwise requires, the terms “Genius Group,” “we,” “us,” “our,”the “Company,” “our Company”, “company” and “our business” refer to Genius Group Limitedtogether with its consolidated subsidiaries. For explanations of certain other terms used in this prospectus, please read “ProspectusSummary — Overview — A Brief Glossary” beginning on page S-3.

Youshould rely only on the information contained in this prospectus. We have not, and the placement agent has not, authorized anyone toprovide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.We are not, and the placement agent is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted.You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front ofthis prospectus.

Forinvestors outside of the United States of America (the “United States” or the “U.S.”): Neither we nor the placementagent has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other thanthe United States, where action for that purpose is required. Persons outside of the United States who come into possession of this prospectusmust inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of thisprospectus outside of the United States.

TheCompany’s reporting currency is the U.S. dollar. The functional currencies of the Genius Group and its subsidiaries are their localcurrencies (Singapore dollar, British pound, Indonesian rupiah and South African Rand, New Zealand Dollar) and the functional currencyof ERL, UAV and RF is the U.S. dollar. The Company engages in foreign currency denominated transactions with customers and suppliers,as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functionalcurrencies are recognized in earnings.

Unlessotherwise noted, (i) all industry and market data in this prospectus is presented in U.S. dollars, (ii) all financial and other datarelated to Genius Group in this prospectus is presented in U.S. dollars, (iii) all references to “$” or “USD”in this prospectus (other than in our financial statements) refer to U.S. dollars, and (iv) all references to “S$” or “SGD”in this prospectus refer to Singapore dollars.

Ourfiscal year end is December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of thatcalendar year. Our audited consolidated financial statements have been prepared in accordance with International Financial ReportingStandards (“IFRS”), as issued by the International Accounting Standards Board.

Weobtained the industry, market and competitive position data in this prospectus from our own internal estimates, surveys, and researchas well as from publicly available information, industry and general publications and research, surveys and studies conducted by thirdparties. None of the independent industry publications used in this prospectus were prepared on our behalf. Industry publications, research,surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable,but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtainedfrom these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus,and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could causeresults to differ materially from those expressed in these forecasts and other forward-looking information.

Unlesswe indicate otherwise or the context otherwise requires, all information in this prospectus gives effect to the 6-for-1 share split withrespect to our ordinary shares, which took effect on April 29, 2021.

Wehave proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered underapplicable intellectual property laws. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectusare without the ®, ™ and other similar symbols, but the absence of such references is not intended to indicate, in any way,that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks,service marks and trade names.

Thisprospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearingin this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’trademarks, service marks or trade names to imply a relationship with, or endorsem*nt or sponsorship of us by, any other person.

Thisprospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, our ordinary shares were notoffered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or causedto be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connectionwith the offer or sale, or invitation for subscription or purchase, of our ordinary shares, has not been circulated or distributed, norwill it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor(as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (“SFA”))pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) ofthe SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of theSFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuantto, and in accordance with the conditions of, any other applicable provision of the SFA.

Whereour ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investmentsand the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trustis an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not betransferred within six months after that corporation or that trust has acquired the ordinary shares pursuant to an offer made under Section275 of the SFA, except:

Anyreference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in theSFA or any provision in the SFA is a reference to that term as modified or amended from time to time including by such of its subsidiarylegislation as may be applicable at the relevant time.

Notificationunder Section 309B(1)(c) of the SFA: The Company has determined, and hereby notifies all persons (including relevant persons (as definedin Section 309A(1) of the SFA)) that the ordinary shares are prescribed capital markets products (as defined in the Securities and Futures(Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Saleof Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Byaccepting this prospectus, the recipient hereof and thereof represents and warrants that such recipient is entitled to receive it inaccordance with the restrictions set forth above and agrees to be bound by the limitations contained herein. Any failure to comply withthese limitations may constitute a violation of law.

Wehave not, and the selling stockholders have not, authorized anyone to provide you with any information or to make any representationsother than those contained in this prospectus or in any free writing prospectus we have prepared and filed with the SEC. We and the sellingstockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. This prospectus is an offer to sell only the shares offered hereby, but only under the circ*mstances and in jurisdictions whereit is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of deliveryof this prospectus or of any sale of our common stock. For investors outside of the United States: Neither we nor the selling stockholdershave done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where actionfor that purpose is required, other than in the United States. Persons outside of the United States who come into possession of thisprospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock andthe distribution of this prospectus outside of the United States.

PROSPECTUSSUMMARY

Thissummary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, includingour financial statements and related notes and the risks described under “Risk Factors.” Our actual results and future eventsmay differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements inthis document, which speak only as of the date on the cover of this prospectus.

Overview

ABRIEF GLOSSARY

Toaid in the understanding the entities, acquisitions, products, services and certain other concepts referred to in this Annual Report,the following non-exhaustive glossary of terms is provided:

AImeans Artificial Intelligence, which is a technology that enables machine learning, specifically in the case of Genius Group whereour Genie AI Virtual Assistant and AI Avatars are able to recommend personalized steps for each student based on their personal strengths,passions, purpose, preferences and level of each student through their inputs on our Edtech platform.

Acquisitionsrefers to companies which have been bought and are controlled by the Genius Group

BridgeLoan refers to short term funding secured with proceeds of $2 million from an institutional investor for the face amount of $2.2million in July 2023, which has subsequently been fully repaid.

Certificationrefers to the digital courses on our GeniusU platform that faculty members take in order to be certified to mentor students on GeniusU,and to be able to add their own courses and products to GeniusU.

CityLeader refers to our mentors who host monthly events in their city to support the Students and mentors in their local area.

ConvertibleNote refers to the secured convertible note raised with proceeds of $17.0 million from an institutional investor for the face amountof $18.1 million in September, 2022, which has been fully repaid in 2023.

DebtNote refers to the secured debt note with proceeds of $5.0 million for the face amount of $5.72 million from an institutional investorin April, 2024, with a repayment schedule of 18 months.

E-Squarerefers to E-Squared Education Enterprises (Pty) Ltd, a South African private limited company and one of the Group Companies as definedbelow.

Edtechis an abbreviation of Educational Technology and refers to technology designed to improve the effectiveness, efficiency and experienceof the education process. Genius Group is focused on growing as an Edtech group with the ability to scale rapidly and operate globally.

EducationAngels refers to Education Angels in Home Childcare Limited, a New Zealand private limited company and one of the Group Companiesas defined below.

EntrepreneursInstitute refers to Wealth Dynamics Pte Ltd, a Singapore private limited company and one of the Group Companies.

EntrepreneurResorts refers to Entrepreneur Resorts Limited, a Seychelles public listed company on the Seychelles Merj Stock Exchange (Ticker:ERL). Entrepreneur Resorts was acquired by Genius Group in 2020, and subsequently spun off. The spin-off was completed on October 2,2023.

FatBrainAI refers to FB PrimeSource Acquisition LLC, a Delaware based company, acquired in March 2024. FatBrain AI was acquired from LZG International by Genius Group Ltd and has five subsidiaries located in Kazakhstan consolidated under Prime SourceGroup.

GeniusCity refers to Genius Group’s city-based model that delivers an AI-driven exponential ecosystems providing AI education andacceleration while localizing values and culture.

GeniusGroup (or the Group) refers to the entire group of companies within Genius Group including Genius Group Ltd and the GroupCompanies as defined below.

GeniusGroup Ltd refers specifically to the holding company, Genius Group Limited, the Singapore public limited company which owns the GroupCompanies. Prior to a corporate name change in July 2019, it was known as GeniusU Pte Ltd. For the avoidance of doubt, references inthis Annual Report to Genius Group Ltd with respect to periods prior to its July 2019 name change should be understood as referencesto the company as operated under its previous name.

GeniusGroup Proforma refers to the entire group of companies within Genius Group including the FatBrain acquisition closed in March 2024.

GeniusU,when used without any corporate suffix or otherwise not as part of a corporate name, refers to the Edtech platform including website,mobile app, AI system, data and software system under the GeniusU brand.

GeniusULtd refers to the company formed in August 2019 under the corporate name GeniusU Pte Ltd, and subsequently converted to a publiccompany, GeniusU Ltd in May 2021 (as distinct from its parent Genius Group Ltd, the current Group holding company, which until July 2019used the name GeniusU Pte Ltd).

GroupCompanies refers to all subsidiary companies within Genius Group that are partially or fully owned by Genius Group Ltd.

IASBrefers to International Accounting Standards Board.

IFRSrefers to International Financial Reporting Standards as issued by IASB.

IPOrefers to the initial public offering of our ordinary shares that was consummated on April 14, 2022.

Mentorrefers to our faculty members who have taken and passed Certifications on GeniusU.

Microcamprefers to courses that are a combination of digital content on our GeniusU Edtech platform and live in-person courses conducted withour mentors.

Microdegreerefers to the digital courses on our GeniusU Edtech platform. These are a combination of video, audio and text-based learning withassessments and exercises that students can take in their own time, on their own or with the guidance of our faculty.

Microschoolrefers to the scheduled, live digital courses on our GeniusU Edtech platform. These are similar in format to microdegrees but differin that they are conducted live together with other students and the guidance of our faculty, with live interaction, feedback and challenge-basedpresentations, competitions and awards.

OpenExOrefers to OpenExO Inc, a Delaware based company, which entered into a binding acquisition agreement with us March 2024 with closingpending final closing conditions. The financials of OpenExO are not included in this prospectus.

Partnersrefer to all individuals who are creating, marketing, delivering or hosting courses on GeniusU and PIN, and all faculty members deliveringcourses in all other Group companies.

Pre-IPOGroup refers to the four companies which were already operating as a group in 2020 prior to our IPO on 14 April 2022, namely GeniusGroup Ltd, GeniusU Ltd, Entrepreneurs Institute and Entrepreneur Resorts.

PrimeSource Group refers to Five companies registered under the laws of the Republic of Kazakhstan namely Prime Source LLP, Prime SourceInnovation LLP, Prime Source Analytic Systems LLP, InFin IT Solution LLP and Digitalism LLP.

PropertyInvestors Network (or PIN) refers to Property Investors Network Ltd combined with its sister company Mastermind PrinciplesLimited, a United Kingdom (“U.K.”) private limited company and one of the Group Companies.

RevealedFilms (or RF) refers to Revealed Films Inc, US Corporation and one of the Group Companies.

Studentsrefer to all individuals who have registered for courses in our Group Companies. This is further divided into Free Students, whohave registered for free courses, and Paying Students, who have registered and paid for courses.

Universityof Antelope Valley (or UAV) refers to University of Antelope Valley, Inc., a California corporation and a Group Company whichwe are in the process of closing down.

RESALEPROSPECTUS

Theshares of common stock being offered by the selling stockholders are those issuable upon exercise of the warrants, see below. We areregistering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time.The Company shall receive no proceeds from this offering.

OurCompany

Webelieve that we are a world leading entrepreneur Edtech and education group based on student numbers with a student base of 3.5million on GeniusU at the end of December 2023. Our mission is to disrupt the current education model with a student-centered,lifelong learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’smarket.

Tohelp achieve our mission, we have completed an IPO on NYSE American, on April 14, 2022 and then dual listed the company on Upstream onApril 6, 2023 (although we subsequently found that there was little demand for Upstream and on September 19, 2023, Genius Group. Ltd.publicly announced that it had commenced the process to delist its securities from Upstream, which process was completed on September29, 2023. The Genius Group will have no further contact with Upstream as a result of this delisting. It will not be involved with ortake part in any distribution of or listing of the shares of its spun off subsidiary, Entrepreneur Resorts Ltd (“ERL”) onUpstream or any other exchange, which will be the sole responsibility of ERL. The decision to delist the Company from Upstream is dueto complex securities regulations arising from the dual listing on Upstream and NYSE and de minimis use of Upstream by GNS shareholders).We have also raised additional capital through a follow-on private placement of a Convertible Note in September 2022. We grew from aPre-IPO Group of four companies to a post IPO Group of nine companies, once the five Acquisitions closed.

Startingfrom October 30, 2023, U.S. individuals have no longer had the authorization to engage in securities trading activities(including buying, selling, or depositing) on the Upstream/MERJ Exchange. All U.S. shareholders were promptly removed from Upstreamand their holdings were transferred back to the ERL book entry system. Investors will still need to follow the process to claimtheir ERL shares, but these shares will be exclusively held with ERL through the registrar. Shareholders have not been able toview their positions on Upstream, as they can no longer be maintained in Upstream accounts. Trading these securities won’tbe possible after a 6-month period, and shareholders will remain as such until ERL lists on another market or until the SEC accepts theUpstream/MERJ position of 15A-6.

OurPre-IPO Group includes our holding company, Genius Group Ltd, our Edtech platform, GeniusU Ltd, and two companies that we acquired: EntrepreneursInstitute in 2019 and Entrepreneur Resorts in 2020 (spin-off completed on October 2, 2023).

Theentrepreneur education system of our Pre-IPO Group has been delivered virtually and in-person, in multiple languages, locally and globallymainly via our GeniusU Edtech platform to adults seeking to grow their entrepreneur and leadership skills. Our partners and communityare global with an average of 8,900 new students joining our GeniusU platform each week in 2023. Our City Leaders have been conductingour events (physically or virtually) in over 100 cities and over 2,500+ faculty members have been operating their microschools usingour online tools.

Weare now expanding our education system to age groups beyond our adult audience, to children and young adults. The five Acquisitions areour first step towards this. They include: Education Angels, which provides early learning in New Zealand for children from 0-5 yearsold; E-Square, which provides primary and secondary school education in South Africa; University of Antelope Valley, which provides vocationalcertifications and university degrees in California, USA; Property Investors Network, which provides property investment courses andevents in England, UK; and Revealed Films, a media production company that specializes in multi-part documentaries.

Ourplan is to combine their education programs with our current education programs and Edtech platform as part of one lifelong learningsystem, and we have selected these acquisitions because they already share aspects of our Genius Curriculum and our focus on entrepreneureducation.

TheFatBrain AI acquisition has added $51.8 million in revenue to the Group in the year ended Dec 31, 2023, which represents 74% of the $70.4million pro forma Group revenue during this period, while the rest of the Group generated $18.7 million in pro forma revenue. For theyear ended December 31, 2023, the audited group revenue was $23.1 million compared to $18.2 million in 2022.

Incoming years, we plan to continue the growth of our Group through a combination of organic growth of our Edtech platform together withthe acquisition of various education companies that we believe provide complementary programs that can be added to our Genius Curriculum.This Prospectus provides details of both our acquisition strategy together with our plans to integrate these Acquisitions together withfuture acquisitions into our Edtech platform, “entrepreneur education” vision, Genius Curriculum and “freemium”student and partner conversion models.

Wedefine “entrepreneur education” as personalized discovery-based learning that leads to higher levels of self-awareness, self-masteryand self-expression. We believe this in turn develops leadership and entrepreneurial skills through which students can independentlycreate value and “create a job” rather than being dependent on a system in which they need to “get a job”. Webelieve these skills can be nurtured from an early age.

Wealso believe these skills can be learned at any age, enabling adults to reskill and upskill themselves. We describe our Genius Curriculum,together with the philosophy, principles, learning methodology, course content and delivery of our curriculum in the Business sectionset forth below in this prospectus.

OnDecember 15, 2023, we publicly disclosed that we have revised our guidance from a net loss of $17 million to a net profit of $3 millionas a result to the omission of certain non-cash items.

RogerHamilton has agreed to convert $1 million of his loan to the Company into Series 1 Units upon the same terms and conditions as offeredby this prospectus (the “Founder Securities”). The remaining balance of the loan of approximately $900 thousand shall berepaid in cash at a date no sooner than July 1, 2024.

Changein Registrant’s Certifying Accountant.

OnMarch 13, 2024, Marcum LLP sent a letter to the Company terminating the auditor client relationship. The termination of auditor relationshipwas disclosed in a Form 6-K dated March 19, 2024. The termination is not as a result of a disagreement between the two entities.

OnMarch 28, 2024, the Group, following approval by the audit committee, appointed Enrome LLP as an independent public accounting firm forthe Group’s IFRS consolidated financial statements for Financial Year 2023 and re-audit Financial Year 2022 and 2021. The engagementwas finalized after inquires completed by the incoming Enrome LLP with Marcum LLP. The appointment of auditor was disclosed in a Form6-K dated March 28, 2024.

Marcum’saudit report on our consolidated financial statement as of December 31, 2022 and December 31, 2021 and for each of the years ended December31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as touncertainty, audit scope or accounting principles. As previously disclosed in the Company’s Annual Reports on Form 20-F for thefiscal years ended December 31, 2022, material weaknesses existed in the Company’s internal control over financial reporting atDecember 31, 2022 because of

Duringeach of the years ended December 31, 2023 and 2022 and the subsequent interim period through March 28, 2024, neither the Group nor anyoneon behalf of the Group consulted Enrome LLP regarding (i) the application of accounting principles to a specific transaction, eithercompleted or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a writtenreport nor oral advice was provided to us that Enrome LLP concluded was an important factor considered by us in reaching a decision asto any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement pursuant to Item 16F(a)(1)(iv)of Form 20-F, or (iii) any reportable event pursuant to Item 16F(a)(1)(v) of Form 20-F.

Weprovided Marcum LLP with a copy of the disclosures under this Item 16F and requested from Marcum a letter addressed to the Securitiesand Exchange Commission indicating whether it agrees with such disclosures. A copy of Marcum’s letter dated June 24, 2024 is attached asExhibit 99.4.

Resignationof director and appointment of a new director

On June 20,2024, Eric Pulier resigned as a director of the Company. He will serve as a Board advisor and will also be a consultant to the Company.On June 20, 2024, Michael Moe was appointed as a director to fill the vacancy arising from Mr. Pulier’s resignation. Mr. Moe wasalso appointed to fill the vacancies arising from Mr. Pulier’s resignation from each of the Company’s Audit Committee, CompensationCommittee and Governance Committee. Mr. Moe has been deemed by the Board of Directors of the Company to be an independent director.

Summaryof Risks Affecting Our Company

Thefollowing is a summary of certain, but not all, of the risks that could adversely affect our business, operations and financial results.If any of the risks actually occur, our business could be materially impaired, the trading price of our ordinary shares could decline,and you could lose all or part of your investment, all of which are incorporated by reference from our Form 20-F filed with the SEC onMay 15, 2024 for the year ended December 31, 2023.

RisksRelated to Our Business and Industry (All Group companies)

RisksRelated to Our Business and Industry

RisksRelated to Our Business and Industry (Specific to Acquisitions)

RisksRelated to Investing in a Foreign Private Issuer or a Singapore Company

6-for-1Share Split

OnApril 29, 2021, we effected a 6-for-1 share split with respect to our ordinary shares. Unless we indicate otherwise or the context otherwiserequires, all information in this prospectus gives effect to this share split.

Implicationsof Being an Emerging Growth Company

Wequalify as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012(the “JOBS Act”). We had less than $1.07 billion in revenue during our last fiscal year, and have not tripped any of themeasures that would cause us to no longer qualify as an EGC. As such, we may take advantage of reduced public reporting requirements.These provisions include, but are not limited to:

Wemay take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the firstsale of ordinary shares pursuant to the IPO. However, if certain events occur before the end of such five-year period, including if webecome a “large accelerated filer,” if our annual gross revenues exceed $1.07 billion or if we issue more than $1.0 billionof non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

Section107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accountingstandards. We have elected to take advantage of this extended transition period and acknowledge such election is irrevocable pursuantto Section 107 of the JOBS Act.

Implicationsof Being a Foreign Private Issuer

Wereport under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a non-U.S. company with “foreignprivate issuer” status. Even after we no longer qualify as an emerging growth company, so long as we qualify as a foreign privateissuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act and the rules thereunder that are applicableto U.S. domestic public companies, including:

Wefile with the SEC, within four months after the end of each fiscal year (or as otherwise required by the SEC), a prospectus on Form 20-Fcontaining financial statements audited by an independent registered public accounting firm.

Wemay take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign privateissuer at such time as more than 50% of our outstanding voting securities are held of record by U.S. residents and any of the followingthree circ*mstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50%of our assets are located in the United States or (iii) our business is administered principally in the United States. Both foreign privateissuers and emerging growth companies are also exempt from certain of the more extensive SEC executive compensation disclosure rules.Therefore, if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt fromsuch rules and will continue to be permitted to follow our home country practice as to the disclosure of such matters.

CorporateInformation

Ourprincipal executive offices are located at 8 Amoy Street, #01-01, Singapore 049950, which is also our registered address, and our telephonenumber is +65 8940 1200. The address of our website is www.geniusgroup.net. Information contained on, or available through,our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our agent for service ofprocess in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

TheOffering

Unlessotherwise noted, the number of ordinary shares to be outstanding immediately after this offering as set forth above is based on sharesoutstanding as of August 13, 2024, excluding 67,250,721 warrants issued and outstanding and excludes:

SUMMARYCOMBINED UNAUDITED PRO FORMA FINANCIAL DATA AND AUDITED CONSOLIDATED FINANCIAL DATA

Thefollowing tables, set forth, summarize the combined pro forma financial data and audited summary consolidated financial data for theperiods and as of the dates indicated. The summary combined unaudited pro forma financial data below includes the consolidatedfinancials of Genius Group, including the Group Companies as if they were operating as one group in the periods indicated. The proforma financials for 2023 include the audited financial data of Genius Group Limited, excluding ERL (spun off in 2023), andincluding the acquisition of FatBrain AI which was completed in March 2024. The Pro forma represents the results from the continuingoperations of the Genius Group.

Theacquisition of FatBrain AI, the transaction, consists of

Thetotal consideration of the transaction consists of -

Thepro forma consolidated financial data are derived from audited financial statement of Genius Group Limited and have been prepared onthe assumption that the acquisition was consummated on January 1, 2023. These pro forma financial statements should be read in conjunctionwith the notes hereto and the consolidated financial statements and notes thereto.

Thepreparation of the unaudited pro forma financial information is based on Article 11 of Regulation S-X, based on information (i.e., theconsolidated financial statements of the Company) prepared using IFRS. These principles require the use of estimates that affect thereported amounts of revenues and expenses. Actual results may differ from those estimates. However, the pro forma adjustments reflectedin the accompanying pro forma consolidated financial statements reflect estimates, including assumptions that Genius Group’s managementbelieves to be reasonable.

Thesummary income data for the years ended December 31, 2023 and 2022 and the summary balance sheet data as of December 31, 2023 and 2022for the Group are derived from the audited consolidated financial statements included in this Annual Report. Our audited consolidatedfinancial statements have been prepared in U.S. dollars and in accordance with IFRS, as issued by the IASB.

For this reason, you should read the summarycombined pro forma financial data in conjunction with our audited consolidated financial statements and related notes beginning on pageF-1 of this Annual Report, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere in this Annual Report. Our historical results do not necessarily indicate our expected results for any future periods.

GeniusGroup Pro forma Calculations

SeeNotes to Pro Forma Consolidated Financial Statements

Basisof Presentation

OnMarch 14, 2024, Genius Group acquired FatBrain AI for a total consideration of 73,873,784 Genius Group Shares issued at fair marketvalue of $0.397 per share for the total consideration of $29,327,892

Thepro forma consolidated financial data are derived from audited financial statement of Genius Group Limited and have been prepared onthe assumption that the acquisition was consummated on January 1, 2023.

Thesepro forma financial statements should be read in conjunction with the notes hereto and the consolidated financial statements and notesthereto.

Thepreparation of the unaudited pro forma financial information is based on Article 11 of Regulation S-X, based on information (i.e., theconsolidated financial statements of the Company) prepared using IFRS.

Theseprinciples require the use of estimates that affect the reported amounts of revenues and expenses. Actual results may differ from thoseestimates. However, the pro forma adjustments reflected in the accompanying pro forma consolidated financial statements reflect estimates,including assumptions that Genius Group’s management believes to be reasonable.

Footnotesand pro forma adjustments

(Issuanceof 73,873,784 ordinary shares of Genius Group Ltd at a fair market value of $0.397)

Thecalculations for Weighted-average number of shares outstanding, basic and diluted is as follows

Thetotal acquisition value of the acquisition was $29.3 million broken down as follows:

AcquiredAssets

The total net assets acquired is $10,888,978 which includes $3,904,032net assets acquired exclusive of intangible assets and $6,984,946 intangible assets that ties with the audited financial statement of PrimeSource Group.

(Eliminationof pre-acquisition capital, reserves and retained earnings and accounting for the purchase consideration)

Theliabilities of $15 million is presented in the table above and for clarification is broken down as follows:

Giventhe loan is non-interest bearing, there is no interest expense reflected on the pro forma profit and loss statement.

*Amortization of Other Intangible Assets is included in the Prime Source Group’s financial statement.

FatBrainAI Transaction

FatBrain AI transaction is included in the Pro formafinancials and are made up of 100% of Prime Source Group audited financials and certain acquisition adjustments. The financials of PrimeSource Group are prepared in Kazakhstani Tenge and converted into USD below.

Profitand Loss Statement (conversion rate 456.31)

BalanceSheet (conversion rate 454.56)

Non-IFRSFinancial Measures — Adjusted EBITDA

Wehave included Adjusted EBITDA in this Annual Report because it is a key measure used by our management and board of directors to understandand evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-termoperational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-periodcomparisons of our core business. Non-IFRS financial measures are not a substitute for IFRS financial measures.

Wecalculate Adjusted EBITDA as Net loss for the period plus income taxes plus/ minus net finance result plus depreciation and amortizationplus/minus share-based compensation expenses plus bad debt provision. Share-based compensation expenses and bad debt provision are includedin General and administrative expenses in the Consolidated Statements of Operations. The pro forma table is presented below to showthe calculations and working.

Footnote – please refer to the footnoteson page number 10 and 11 under Genius Group Pro forma Calculations table for mechanics of pro forma results

Non-IFRSFinancial Measures — Adjusted EBITDA - FatBrain AI Financials

FatBrainFinancials are included in the Pro forma financials and are derived by audited financials of Prime Source Group, Acquisition of assetsand liabilities related to FB Prime Source Acquisition LLC and estimated purchase accounting for the Acquisition. The financials of PrimeSource Group are prepared in Kazakhstani Tenge. We have calculated EBITDA using the same approach as for the Group.

RISKFACTORS

Investingin our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertaintiesand all risk factors set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus,including the risk factors discussed under the heading “Risk Factors” in our most recent Annual Report on Form 20-F for theyear ended December 31, 2023 and each subsequent filed current report on Form -6K, which may be amended, supplemented or superseded fromtime to time by the other reports we file with the SEC in the future.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-lookingstatements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Regulation.”Known and unknown risks, uncertainties, and other factors, including those listed under “Risk Factors,” may cause our actualresults, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

Youcan identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,”“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”“is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-lookingstatements largely on our current expectations and projections about future events that we believe may affect our financial condition,results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

ØOurfuture business development, financial condition and results of operations;

ØOurability to continue to make acquisitions and to successfully integrate and operate acquired businesses;

ØOurexpectations regarding demand for and market acceptance of our marketplace’s products and services;

ØOurability to implement our business strategy and expand our portfolio of products and services;

ØOurability to adapt to technological changes in the educational sector;

ØThedevelopment and expansion of our global education network and the effect of new technology applications in the educational services industry;

ØOurability to continue attracting and retaining new students, teachers, Mentors, and partners;

ØOurability to maintain the academic quality of our programs;

ØTheavailability of qualified personnel and the ability to retain such personnel;

ØGovernmentinterventions in education industry programs, that affect the economic or tax regime, the collection of tuition fees or the regulatoryframework applicable to educational institutions;

ØOurexpectations regarding our businesses base of investors;

ØChangesin consumer demands and preferences and technological advances, and our ability to innovate to respond to such changes;

ØOurcompliance with, and changes to, governmental laws, regulations and tax matters that apply to us and our industry;

ØHealthcrises, including due to pandemics such as the COVID-19 pandemic and government measures taken in response thereto;

ØOurgoals and strategies;

ØOurplans to invest in our business;

ØOurrelationships with our partners;

ØCompetitionin our industry;

ØWeare incorporated in Singapore, and our shareholders may have more difficulty protecting their interests than they would as shareholdersof a corporation incorporated in the United States; and

ØOtherrisk factors discussed under “Risk Factors.”

Theseforward-looking statements are subject to various and significant risks and uncertainties, including those which are beyond our control.Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later befound to be incorrect. The forward-looking statements made in this prospectus relate only to events or information as of the date onwhich the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publiclyany forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statementsare made or to reflect the occurrence of unanticipated events. You should thoroughly read this prospectus and the documents that we referto herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualifyall of our forward-looking statements by these cautionary statements. We disclaim any obligation to update our forward-looking statements,except as required by law. This prospectus contains certain data and information that we obtained from various government and privatepublications, including industry data and information from the World Economic Forum Schools of the Future Report and industry statisticsfrom education market intelligence firm, HolonIQ. Statistical data in these publications also include projections based on a number ofassumptions.

Inaddition, the new and rapidly changing nature of the credit and marketplace lending industry results in significant uncertainties forany projections or estimates relating to the growth prospects or future condition of our industry. Furthermore, if any one or more ofthe assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on theseassumptions. You should not place undue reliance on these forward-looking statements.

USEOF PROCEEDS

Weare not selling any shares of our common stock in this offering and we will not receive any of the proceeds from the sale of shares ofour common stock by the selling stockholders. The selling stockholders will receive all of the proceeds from any sales of the sharesof our common stock offered hereby. However, we will incur expenses in connection with the registration of the shares of our common stockoffered hereby.

DIVIDENDPOLICY

Wecurrently anticipate that we will retain any future earnings for the operation and expansion of our business. Accordingly, we do notcurrently anticipate declaring or paying any cash dividends on our ordinary shares for the foreseeable future. Any future determinationrelating to our dividend policy will be made at the discretion of our Board and will depend on then existing conditions. We may, by ordinaryresolution, declare dividends at a general meeting of shareholders, but we are restricted from paying dividends in excess of the amountrecommended by our Board. Pursuant to Singapore law, no dividend may be paid except out of our profits.

FINANCIALSTATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TheCompany’s Financial Statements for the years ended December 31, 2021, 2022 and 2023 respectively and Management’s Discussionand Analysis of the Financial Condition and Results of Operations of the Company are set forth in the Company’s Operatingand Financial Review and Prospects set forth in its Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SECon May 15, 2024 and are hereby incorporated herein by reference.

BUSINESS

OurCompany

Webelieve that we are a world leading AI Education and Acceleration Group based on student numbers with a student base of 3.5 million onGeniusU at the end of December 2023. Our mission is to disrupt the current education model with a student-centered, lifelong learningcurriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s market.

Tohelp achieve our mission, we completed an IPO on NYSE American, on April 14, 2022. Over the last two years we have achieved significantyear-over-year revenue growth through a combination of organic growth and acquisition. In 2023, we rationalized the business with anincrease focus on our digital programs, spinning off Entrepreneur Resorts, and in 2024 we increased our focus on AI education, closingan asset purchase agreement with FatBrain AI and signing an acquisition with OpenExO (completion subject to final closing conditionsbeing met).

OurPre-IPO Group includes our holding company, Genius Group Ltd, our Edtech platform, GeniusU Ltd, and two companies that were acquired:Entrepreneurs Institute in 2019 and Entrepreneur Resorts in 2020 (spin-off completed on October 2, 2023).

Thecore entrepreneur education system has been delivered virtually and in-person, in multiple languages, locally and globally mainly viaour GeniusU Edtech platform to adults seeking to grow their entrepreneur and leadership skills. Our partners and community are globalwith an average of 7,200 new students joining our GeniusU platform each week in 2023. Our City Leaders have been conducting our events(physically or virtually) in over 100 cities and over 2,500+ faculty members have been operating their microschools using our onlinetools.

Inaddition, we are now expanding our education system to age groups beyond our adult audience, to children and young adults. Our GroupCompanies are our first step towards this. They include: Education Angels, which provides early learning in New Zealand for childrenfrom 0-5 years old; E-Square, which provides primary and secondary school education in South Africa; Property Investors Network, whichprovides property investment courses and events in England, UK; Revealed Films, a media production company that specializes in multi-partdocumentaries and FatBrain, which provides powerful and easy-to-use AI solutions to empower the enterprise stars of tomorrow to grow,innovate, and drive the majority of the global economy.

Additionalcompanies include University of Antelope Valley, which provided vocational certifications and university degrees in California, USA,is included in our 2023 financial results and is now in the process of closure, and OpenExO, which delivers education and certificationson AI and exponential organizations, with acquisition agreement signed in Mar 2024 and in the process of closing pending final closingconditions. OpenExO’s financials are not included in this report.

TheFatBrain AI acquisition has added $51.8 million in revenue to the Group in the year ended Dec 31, 2023, which represents 74% of the $70.4million pro forma Group revenue during this period, while the rest of the Group generated $18.7 million in pro forma revenue. For theyear ended December 31, 2023, the audited group revenue was $23.1 million compared to $18.2 million in 2022.

Incoming years, we plan to continue the growth of our Group through a combination of organic growth of our Edtech platform together withthe acquisition of various education companies that we believe provide complementary programs that can be added to our Genius Curriculum.This Report provides details of both our acquisition strategy together with our plans to integrate these Group Companies together withfuture acquisitions into our Edtech platform, “AI education and acceleration” vision, Genius Curriculum and “freemium”student and partner conversion models.

Wedefine “AI powered, entrepreneur education” as AI powered, personalized discovery-based learning that leads to higher levelsof self-awareness, self-mastery and self-expression. We believe this in turn develops leadership and entrepreneurial skills through whichstudents can independently create value and “create a job” rather than being dependent on a system in which they need to“get a job”. We believe these skills can be nurtured from an early age.

Wealso believe these skills can be learned at any age, enabling adults to reskill and upskill themselves. We describe our Genius Curriculum,together with the philosophy, principles, learning methodology, course content and delivery of our curriculum in the “Our GeniusCurriculum” section below.

Webelieve one of the industry’s most in need of disruption and upgrading is the global education and training industry, which educationmarket intelligence firm HolonIQ forecasts to grow to $10 trillion in size by 2030. The 2020 World Economic Forum “Schools of theFuture” report highlights the urgent need for a more relevant curriculum to prepare students and adults for the future. We believethat the COVID-19 crisis put an additional spotlight on the urgent need for an updated education system that is both high-tech and high-touch.

Wehave built our Genius Companies to date through organic growth and acquisitions, with a focus on adding value to each company throughGeniusU, which we are developing to provide AI powered, personal recommendations and guidance for each student.

Onour Edtech platform, GeniusU, we are developing our Genie AI virtual assistant to give each student a personalized learning path at everystage of their education, with an intention for this to be delivered at every age from early age to 100 years old. In 2023 and early2024 we have also launched AI Avatars and AI tools to support our students and users to accelerate their learning, and the FatBrain AIacquisition, together with the OpenExO acquisition, provides us with a series of AI SAAS platforms and tools to add to our product rangeof AI education and acceleration.

Currently,our system begins by identifying the preferences and level of each of our adult students, who can then connect with other students, mentorsand faculty members based on their talents, passions and driving purpose. Students and mentors then progress through challenge-basedmicroschools, with credits and digital points able to be earned. GeniusU includes personal profiles for students to present themselves,dashboards to measure progress, their learning and earning metrics, communication circles to connect with other students and mentors,and a full range of continually upgraded learning modalities and assessment tools to suit each student, delivered by a combination ofglobal and local faculty.

OurGroup Companies provide a lifelong learning Genius Curriculum where children from early age to 5 year old students can learn their naturalway to learn and play, 6 to 12 year old students can build their life leadership and entrepreneurial skills, 13 to 21 year old studentscan learn how to start their business, join our global mentorship program with a small business or learn key vocational skills in ourcamps and competitions, and the over 21 year old students take our courses and receive mentorship for every level of business from startupto large corporations seeking an entrepreneurial edge.

Weare developing this curriculum as a supplement to the existing education system, and in time we aspire to create a fully accredited replacementto the traditional U.S. school and university pathway.

Wehave grown and will continue to grow through a combination of organic growth and acquisitions. Our organic growth is a result of attractingour students to the courses on our Edtech platform and attracting partners and faculty who market and deliver the courses. These coursesinclude our own wholly owned curriculum together with courses that our partners and faculty add to our curriculum.

Wealso partnered and intend to continue to partner with and, where appropriate, acquire companies that have courses, faculty and communitiesthat we believe provide a valuable addition to our Group. We plan to add their courses to GeniusU, providing a full lifelong learningpathway that can be accessed by our community globally, with the direction of our Genie AI, AI Avatars and with the support of our globaland local faculty. We plan to continue this strategy of acquiring companies and then adding value to them by combining them in one Edtechplatform and curriculum.

Asof December 31, 2023, overall partnership revenues contribute 39% towards the revenue of the Education company, with the remaining 61%of revenue from our fully owned courses and curriculum. As of the date of this Prospectus, we have over 1,400 events, courses and productslisted on our digital platform; partners earn commissions as a result of sales processed through our platform. Due to the number of facultyand partners, together with the number of courses and products delivered on our platform, there is no one partner or product that makesup more than 5% of our revenues.

Weare following a fifteen-year growth plan:

Inphase one, from 2015 to 2020, our focus has been attracting adult entrepreneurs to use our entrepreneur education tools and proving ourEdtech business model in countries around the world.

Inphase two, from 2020 to 2025, our goal is to integrate our AI powered, entrepreneur education tools into the existing education systemthrough licenses, partnerships and acquisitions, with our aspiration for our entrepreneur education programs and Edtech platform becomingthe programs and platform of choice by schools, colleges, universities and companies in our target markets.

Inphase three, from 2025 to 2030, our goal is to have developed a full curriculum accredited and receiving funding from government bodiesin the U.S., the U.K., Europe, Asia and Australasia and seen as a viable alternative by students, parents, partner schools and companiesaround the world to the existing education options.

Historyand Corporate Structure

Theorigins of Genius Group began in 2002 when Singapore-based entrepreneur, Roger Hamilton created the Wealth Dynamics system as a personalityprofiling tool for entrepreneurs to discover their strengths and weaknesses, and build an entrepreneurial team. Over the next decadethe popularity of the tool led to Roger growing Wealth Dynamics into a global company with country licenses around the world and a communityof over 250,000 entrepreneurs by 2012.

Throughthe global financial crisis that commenced in 2008 it became clear to Roger Hamilton, our Chief Executive Officer, and the senior managementteam of Wealth Dynamics that the number of entrepreneurs and small business owners around the world was growing dramatically and in needof a training system to reduce the number of business failures. According to data from the U.S. Bureau of Labor Statistics, about 20%of U.S. small businesses fail within the first year. By the end of their fifth year, roughly 50% have faltered. After 10 years, onlyaround a third of businesses have survived.

From2012 to 2015, Genius Group developed a number of initiatives under the Entrepreneurs Institute brand. This included the Global EntrepreneurSummit and Entrepreneur Fast Track Event series, which we believe is now the largest entrepreneur seminar series hosted in 18 countriesannually. It also included Talent Dynamics, a corporate version of Wealth Dynamics used by large multinationals, and a full entrepreneursystem to grow from startup to the first million dollars in revenue called “The Millionaire Masterplan” which became a NewYork Times bestselling book in 2014.

Duringthis period, Roger Hamilton also became the founding Chairman of the Green School in Bali. The Green School attracted global attentionas a new model of schooling with its environmental and student- centered approach to learning. It won the inaugural “Greenest Schoolin the World” award from the Center for Green Schools at the U.S. Green Building Council, and became a global case study for newmodels of schooling. It is used as the first example of 21^st century schooling in the World Economic Forum’s 2020 whitepaper on The Future of Schools. The need for an education revolution based on a global, scalable high-tech, high-touch model led to thelaunch of GeniusU as an Edtech solution in 2015.

From2015 to 2017, GeniusU grew rapidly from ~300,000 students in the first year to over 700,000 students by the third year. During thistime, Entrepreneurs Institute had continued to grow and a third company under Roger Hamilton’s majority ownership, EntrepreneurResorts Limited, had been established to expand on the successful and profitable model of providing entrepreneur retreats and co-workingspaces in paradise. In August 2017, Entrepreneur Resorts consummated its initial public offering on the Seychelles TropX stock exchange,now the MERJ stock exchange, raising $3 million and acquiring Tau Game Lodge, a South African Safari Lodge to add to Entrepreneur Resorts’property portfolio. The portfolio at that time also included Vision Villas, a Bali-based entrepreneur resort and Genius Cafe, a Bali-basedentrepreneur beach club. Entrepreneur Resorts Limited was spun off from the Genius Group in September 2023.

Atthe end of 2018, the one company in the Group was GeniusU Pte Ltd, which changed its name to Genius Group Ltd. This was in its thirdfull year of operation as an Edtech company. Genius Group Ltd had grown in its first three years to 1.2 million students with revenuesof $4.8 million.

Atthe end of 2019, Genius Group had grown to include Genius Group Ltd, GeniusU Ltd and Entrepreneurs Institute, with GeniusU Ltd formedas the new Edtech company and Entrepreneurs Institute acquired as part of the Group. Combined revenues in 2019 of the Pre-IPO Group,which includes Entrepreneur Resorts, acquired in August 2020, were $9.9 million, and Adjusted EBITDA was $1.2 million. Total assets atthe end of 2019 were $17.6 million, total liabilities were $12.2 million and total shareholders’ equity was $5.3 million. Our revenuegrowth from $4.8 million in 2018 to $9.9 million in 2019, represents a 106% year-on-year increase, with 15% organic growth and 91% growthfrom acquisition. These four companies make up the Pre-IPO Group.

Atthe end of 2020, Genius Group had entered into agreements to secure the four new Group Companies: Education Angels, E-Square, PropertyInvestors Network and University of Antelope Valley. Acquisition of the four Group Companies closed after the IPO in 2022, and thereforeall four are currently part of our consolidated audited results for the period after acquisition to the year end.

In2020, during the pandemic, the Pre-IPO Group saw an 11% growth in its digital education revenue, 2% growth in its total education revenue.During the year Entrepreneur Resorts had a 55% revenue decline as it closed its locations in Singapore, South Africa and Bali, Indonesia,resulting in $7.6 million in revenue, $3.5 million in gross profit, and $(0.1) million in Adjusted EBITDA for the Pre-IPO Group in 2020.Our revenue decreased from $9.9 million in 2019 to $7.6 million in 2020, a reduction of 23%. This was largely due to the effect of theCOVID-19 pandemic on Entrepreneur Resorts.

Atthe end of 2021, we continued to grow the Group without completing any new acquisitions. Based on audited financials, combined revenuesin the fiscal year ended December 31, 2021 were $8.3 million, with $2.8 million in gross profit, ($4.2) million in operating loss, ($4.6)million in net loss and $0.3 million in Adjusted EBITDA.

Thepro forma revenue including the four acquisition and excluding ERL was $21.0 million. The pro forma revenue was the combination of $5.2million in core revenue, and $15.8 million in pro forma revenue from the Group Companies. This further breaks down to the following revenuefrom each Acquisition: University of Antelope Valley, $9.0 million revenue (43% of total), with a further $1.1 million of other incomefrom government grants not included in this total; Property Investors Network, $5.1 million revenue (24% of total); Education Angels,$0.9 million revenue (5% of total); and E-Square, $0.7 million (3% of total).

Atthe end of 2022, we continued to grow the Group and acquired US based film production company Revealed Films in October 2022. Also,we closed the acquisition of four Group Companies that were contingent to our IPO. Based on pro forma financials and including the fiveGroup Companies and excluding Entrepreneur Resorts Ltd, combined revenues in the fiscal year ended December 31, 2022 were $23.5 million,with $12.9 million in gross profit, ($32.2) million in operating loss from the continued business operations and ($6.9) million in AdjustedEBITDA.

The$23.5 million in pro forma revenue was the combination of $4.8 million in revenue from the Pre-IPO Group excluding Entrepreneur ResortsLtd, and $18.6 million in revenue from the Group Companies.

Thetwo main revenue segments of the Group are made up of education revenue and campus revenue. Our education revenue on the audited financialsgrew from $5.2 million in 2021 to $13.6 million in the fiscal year ended December 31, 2022.

Ourcampus revenue is the revenue of Entrepreneur Resorts Ltd. This increased from $3.1 million in 2021 to $4.6 million in the fiscal yearended December 31, 2022 as our campus venues began to reopen in line with easing of pandemic restrictions. The campus revenue is excludedfrom the pro forma financials.

Whencombined with the revenue of the Group Companies, of which 100% is education revenue, our pro forma education revenue for the Group was$23.5 million in 2022.

Atthe end of December 31, 2023, based on pro forma financials and including the six Group Companies and excluding Entrepreneur ResortsLtd, combined revenues in the fiscal year ended December 31, 2023 were $70.4 million, with $17.1 million in gross profit, ($30.3) millionin operating loss from the continued business operations and ($6.8) million in Adjusted EBITDA.

The$70.4 million in pro forma revenue was the combination of $23.1 million in revenue from the Group, $51.8 million in revenue from theFatBrain AI acquisition and excluding $4.5 million in revenue from Entrepreneur Resorts Limited.

Oureducation revenue on the audited financials grew from $13.55 million in 2022 to $18.6 million in 2023. Our campus revenue is the revenueof Entrepreneur Resorts Ltd. This decreased from $4.6 million 2022 to $4.5 million in 2023 as we spun off the business on October 2,2023. The campus revenue is excluded from the pro forma financials.

Whencombined with the revenue of the Group Companies, of which 100% is education revenue, our pro forma education revenue for the Group was$70.4 million in the year 2023.

Inthe first four months to April 30, 2024, in events subsequent to the full year of 2023 covered in this annual report, Genius Grouphas closed the transaction with FatBrain AI and signed a binding acquisition with OpenExO, with closing subject to closing conditionsbeing met.

Theseacquisitions strengthen the Group’s position and product range to fulfil its mission of “AI Education and Acceleration”.The Group has also raised additional financing to fund our growth plans, including an $8.25 million public offering on January 17, 2024,and a $5.0 million debt note secured on April 29, 2024.

Togetherwith a series of senior appointments, including the appointment of Adrian Reese as Chief Financial Officer and a series of product launches,including the Group’s Student AI, Genius Team AI Avatars and Genius City Model launch, the Group believes it is positively positionedto capitalize on the increasing demand for AI training and AI tools.

Weuse Adjusted EBITDA, a non-IFRS measure, in various places in this Prospectus, as described in the “Non-IFRS Financial Measures— Adjusted EBITDA” section above.

B.Business Overview

OurMission

Ourmission is to develop an AI education and acceleration system that prepares students for the 21^st century. We believe thatthe current global education system is in need of a more relevant, upgraded, student-centered curriculum that is both high-tech and high-touch.We believe that such a curriculum can be a force for good. As Nelson Mandela said, “Education is the most powerful weapon whichyou can use to change the world.”

Today,we believe that it is the entrepreneurs of the world who have the greatest power to trigger change. We see Genius Group as the globalcommunity where the entrepreneur movement meets.

Forstudents who may struggle with the current test-focused, classroom-based, one-size-fits-all system most common in current schooling,our mission is to provide the option of a personalized, passion-focused, purpose-based, flexible system that enables them to design alife that enables them to ignite their own genius, and where earning and learning become a lifelong activity.

Forparents who we believe feel trapped in a system where they are limited in flexibility of location, teachers, subjects and standards,our mission is to provide a truly global system that can be accessed online, anytime, with their choice of location, teachers, mentors,subjects and pathways that best suit their children, their family and their personal circ*mstances, while connecting to the recognizedaccreditations for their children to succeed.

Forteachers who we believe feel underappreciated and underpaid, our mission is to provide a global platform that recognizes and rewardsthought leaders for the best content, courses, microschools and microdegrees, enabling the best coursework to grow globally.

Forschools and colleges that are under-resourced and struggle to keep up with the increasing demands of changing global economics andan uncertain future of work, our mission is to provide a cutting-edge curriculum to enable them to prepare their students effectivelyto get jobs and create jobs as well as learn key life skills in partnership with our global community.

Forcompanies that have a challenge in finding students that have the adequate leadership and technical skills to be employable, ourmission is to provide company-sponsored programs that ensure a ready stream of employable students and leaders, operating globally andconstantly upgraded to the needs of the times.

Forgovernments that are under pressure to deliver an effective education with employable students with various limitations on how rapidlythey can innovate within the existing system, our mission is to provide a viable alternative to the current system in partnership withthe leading education institutions, business leaders and organizations seeking to solve the same issues.

OurGenius Curriculum

Indirect response to the many challenges of the current education system, we are designing a comprehensive curriculum that fosters lifelongpersonal and professional learning. By initially creating an adult-based curriculum to supplement existing education, we are laying thegroundwork for an ambitious, fully accredited alternative to the traditional U.S. school and university pathways. Our aim is to offera progressive entrepreneurial education from primary, secondary, university, vocational, and ongoing education.

OurAI Entrepreneur Education Vision

Wedefine “AI entrepreneur education” as an AI powered, personalized, discovery-based learning experience that cultivates greaterself-awareness, self-mastery, and self-expression. By developing leadership and entrepreneurial skills, students are empowered to independentlycreate value and “create a job” rather than relying on a system in which they must “get a job.” We believe theseskills and competencies can be nurtured from an early age and can be acquired at any stage in life, allowing adults to reskill and upskillas needed.

Withour vision of a global education system rooted in our entrepreneurial philosophy, we are committed to delivering AI powered, personalized,discovery-based learning at all ages. Our Group Companies share this vision and have been working diligently to realize it. In the followingsections, we explore the commonalities and differences among these companies and provide a detailed overview of our groundbreaking GeniusCurriculum.

TheGenius Curriculum is an innovative blend of our Entrepreneurial Education Vision, 8 “Education 4.0” Pillars, Genius LearningMethodology, 10 Genius Principles, C.L.E.A.R. Philosophy, and a diverse range of Courses, Products, and Services. Each of our Group Companiesincorporates specific aspects of these elements, with plans to integrate further components as we unify their education systems withinthe Genius Curriculum. The subsequent sections elaborate on each element, along with our integration plans for each company.

The8 “Education 4.0” Pillars

Werecognize that individuals, from students to employees, freelancers, and startup founders, seek to learn how to be entrepreneurial and“create a job” instead of needing to “get a job.” The current education system and online courses often failto provide a reliable, recognized curriculum to support this goal. The World Economic Forum’s white paper on the need for a 21st-centuryeducation system, published in January 2020, highlights this problem.

Thereport identifies eight crucial characteristics of learning content and experiences that define high-quality learning in the Fourth IndustrialRevolution, known as “Education 4.0.” These eight pillars also form the foundation of our entrepreneurial education curriculum:

TheGreen School in Bali, where Genius Group Ltd’s Founder and CEO, Roger Hamilton, served as the founding Chairman of the Board, wasthe first school recognized by the World Economic Forum as practicing these eight characteristics. The Genius Curriculum has since evolved,differentiating itself from traditional schooling through its student-based and personalized approach, 21st-century leadership skillsfocus, collaborative environment, challenge-based structure, accelerated learning, global flexibility, tech-based content, and multiplementors per challenge.

Withover 3.5 million students across 20,345 cities utilizing the curriculum in various settings, Genius Group delivers a comprehensive entrepreneurialeducation system in high demand. The curriculum is adopted by leading companies and schools worldwide, with campuses ranging from schoolsto colleges, resorts, and co-working offices. Our Edtech platform, GeniusU, hosts over 500 local and online events and microdegrees.

OurGenius Learning Methodology

Manylearning methodologies are based on “Pedagogy,” our Genius Learning Methodology is rooted in “Andragogy.” Thisdistinction is essential, as our Group Companies share a similar learning methodology or possess the potential to adopt it based on ourpost-acquisition growth plans. The definitions of these terms are:

Pedagogy:Derived from the Greek words paid (child) and ago (guide), this term refers to the science and practice of teaching and guiding a childto achieve specific outcomes in their education.

Andragogy:Derived from the Greek words andras (man) and ago (guide), this term refers to the science and practice of how adults (and children)develop self-directed learning to guide their own development.

Andragogyis a common practice for both children and adults when learning computer games, new internet applications, sports, musical instruments,languages, or entrepreneurial skills through “learning by doing.” Our Genius Learning Methodology is based on ten GeniusPrinciples.

Webelieve we are attracting and retaining the level of students and partners because they see high value as much from how they are learningas what they are learning. Our Group Companies are also practicing some of these principles to varying degrees. Following the completionof our acquisitions, we plan to enhance the student experience in each of our Group Companies by introducing these principles into thesecompanies. Below is a brief explanation of each of these ten principles.

OurGenius Learning Methodology

Our10 Genius Principles

OurC.L.E.A.R. Philosophy

Animportant additional element in our learning methodology is our “C.L.E.A.R. Philosophy”. This is in reference to how we havedesigned GeniusU and Genie to focus on five daily actions that we recommend students to take. These five actions and sections withinGeniusU are Connect, Learn, Earn, Act and Review, and they form the acronym C.L.E.A.R.

Studentsearn GEMs by engaging in each of the five areas of our “C.L.E.A.R. Philosophy,” and our partners and faculty utilize theseareas to create customized circles, courses, and products on GeniusU. Upon completion of the Group Companies, we will integrate our “C.L.E.A.R.Philosophy” and structure with the acquired entities, merging our learning methodology with the content being taught.

Webelieve that mastering these five areas is crucial for self-directed learning, as it offers the necessary framework for relevant andcontextual learning often missing in traditional education:

Enhancingthe data mining and artificial intelligence capabilities of our Genie AI is a primary focus, as is integrating the courses and communitiesof our partners, faculty, and Group Companies into our C.L.E.A.R. Philosophy.

OurGroup Companies

Priorto their acquisitions, the Group Companies all shared a common vision of an entrepreneur education system based on our definition personalizeddiscovery-based learning leading to higher levels of self-awareness, self-mastery and self-expression, which in turn could develop leadershipand entrepreneurial skills enabling students to independently create value and “create a job” rather than being dependenton a system in which they need to “get a job”. Our Acquisitions share a similar vision.

Whilethe companies have a shared vision, the Group Companies had various common aspects of our Genius Curriculum’s 8 pillars, our Geniuslearning Methodology, our 10 Genius Principles, our C.L.E.A.R. Philosophy as described above, while having differing courses, productsand services. The Acquisition companies also share common aspects of our Genius Curriculum as described above, and also have differingcourse, products and services as described in the section below.

Belowis a summary of each Group Company:

GENIUSULTD:

Asthe Edtech Platform, GeniusU is designed with our Genius Curriculum in mind and has been developed to provide our students and partnersa consistent experience of all aspects of the Genius Curriculum. Entrepreneurs Institute, training company with entrepreneur contentimproved after becoming a part of Genius Group and transfer of its courses onto GeniusU.

Priorto acquisition, Entrepreneurs Institute was delivering in-person events and mentoring to entrepreneurs. It was limited in its abilityto grow through typical bottlenecks faced by schools and training companies: Student attendance was limited to where events and courseswere held, course sizes were limited to venue space available and the number of courses was limited to the number of faculty memberswho could teach.

EDUCATIONANGELS:

Whileit may appear unusual for an early learning company’s curriculum to be seen as entrepreneurial, based on our definition of EntrepreneurEducation being personalized discovery- based learning, we see Education Angels’ curriculum as being entrepreneurial in nature.The original founder of Entrepreneurs Institute was inspired by Green School’s entrepreneurial approach to education in a similarway to Genius Group Ltd.’s CEO Roger Hamilton, and has been a long-term student and partner of Genius Group Ltd, utilizing thefollowing elements of the Genius Curriculum in the development of the Education Angels’ current curriculum.

Priorto the completion of the acquisition, Education Angels’ revenues had been limited to delivering its home childcare and educationprogram in New Zealand. We are now integrating Education Angels’ parenting courses, educator certification on GeniusU. This willenable us to provide to our global community of students and partners an education offering for parents of children up to 5 years old,while linking our conversion model to Education Angel’s products.

E-SQUARE:

E-Squarewas established to deliver an entrepreneurial education for primary school and secondary school students, with opportunities for themto launch their own companies and learn technology and vocational skills. Their stated mission is: “To produce self-motivated individualswho are ready to compete in a global business or Corporate Environment or even better becoming self-motivated successful Entrepreneurs.The company and its team were referred to Genius Group Ltd by our entrepreneur community in South Africa as a recommended addition toour Genius Curriculum, and this led to the current acquisition.

Priorto the completion of the acquisition, E-Square Education’s revenues had been limited to delivering its primary school, secondaryschool and vocational college offerings in South Africa. Following the acquisition of E-Square Education, we are in the process of integratingE-Square Education’s individual courses, Microsoft certifications and full year-by-year primary and secondary school curriculumon GeniusU. This will enable us to provide to our global community of students and partners an education offering for parents of childrenup to high school diploma and vocational certification level, while linking our conversion model to E-Square Education’s courses.

PROPERTYINVESTORS NETWORK:

PINis similar to Entrepreneurs Institute in its focus on adult learning and in a way it has already adopted most of the elements in theGenius Curriculum. The founder of PIN is a long- term student of Genius Group Ltd and has grown his company using the education methodology,principles and philosophy.

Priorto the completion of the acquisition, PIN’s revenues had been limited to delivering its events and education programs to propertyinvestors in England. We are now integrating PIN’s event model and property investment education programs on GeniusU. PIN’smodel and bottlenecks to growth are very similar to those faced by Entrepreneurs Institute prior to Genius Group’s acquisition.PIN’s growth is expected to grow in a similar way, with students being able to join from anywhere at any time, PIN courses willbe digitized to be delivered part-recorded and part-facilitated, and faculty will be able to join and get certified to deliver the coursesfrom anywhere around the world.

REVEALEDFILMS:

RFis focused on adult learning through Documentaries and Docuseries that span a wide array of topics. These topics help our students navigatetheir beliefs and expand their knowledge by interviewing experts and educators that may have perspectives that differ from conventionalthinking. The founders of RF have been long-term students of Genius Group Ltd and have grown their company using the education methodology,principles and philosophy.

Priorto the completion of the acquisition in 2022, RF’s revenues had been limited to producing documentaries and docuseries. We planto integrate RF’s film format model as a medium on GeniusU. As the acquisition of RF has been completed, RF’s growth is expectedfrom additional projects and developing new curriculum on GeniusU. RF’s courses will be digitized to be delivered part-recordedand part-facilitated, and faculty will be able to join and get certified to deliver the courses from anywhere around the world.

FATBRAINAI:

FatBrainAI provides powerful and easy-to-use AI solutions to empower the enterprise stars of tomorrow to grow, innovate, and drive the majorityof the global economy. FatBrain AI’s AI 2.0 technologies and advanced data services transform continuous learning, narrative reasoning,large language models, cloud and blockchain technologies into auditable, explainable and easy to integrate AI solutions. FatBrain AI’ssubscriptions allow all companies to deploy its advanced AI solutions quickly, easily, and securely behind their firewalls or via cloud.FatBrain AI’s global delivery includes 600+ team across design, development centers in the US, UK, India and Kazakh Republic.

Priorto the completion of the acquisition in 2024, FatBrain AI’s revenues have been focused on delivering AI powered tools and solutionsto companies and institutions while lacking the ability to fulfil on the accompanying need for AI education for their clients and theirstaff. Now that the transaction with FatBrain AI is complete, FatBrain AI’s AI powered platforms and solutions will be integratedwith GeniusU and expanded internationally, and the courses and AI tools delivered by GeniusU and our Group Companies will be deliveredto FatBrain AI’s clients to enable a full ecosystem of AI education and acceleration.

Inaddition, the following two companies are included in our 2023 financial report and are not a part of our future growth plan:

EntrepreneurResorts: Entrepreneur Resorts has a different revenue model from the education companies in the Group, and it complements the educationcompanies by providing location-based campuses that link local mentors and partners to local students while hosting courses deliveredvia GeniusU and generating income from food, drink and accommodation. By providing venues for the delivery of Genius Group courses, thecompany practices the same elements of the Genius Curriculum. Entrepreneur Resorts was spun off from Genius Group in October 2023.

Universityof Antelope Valley: UAV was originally established by two entrepreneurs to provide vocational training in the medical field. Thisdeveloped into an accredited university offering both vocational certifications and academic degree programs while maintaining a visionof entrepreneurial education where the end goal is not graduation, but creating productive leaders within the community. UAV is in theprocess of being closed in 2024.

OurCourses, Products and Services

Weare developing a comprehensive AI powered, entrepreneurial education curriculum, complete with a suite of tools for student learningand faculty earning. Our Group Companies have been chosen for their focus on preparing individuals to “create a job” ratherthan “get a job,” achieved through nurturing student-driven learning in early years and developing vocational, technology,and entrepreneurial skills in later years. We have integrated, and will continue to integrate, these courses into our Genius curriculumand GeniusU Edtech platform, along with our principles and C.L.E.A.R. philosophy.

Ourproduct range is divided into six stages of education, with each stage offering four product groups. Three groups cater to students atvarying time and cost commitments, while the fourth group targets partners, training them to join as community partners or faculty members:

FREECOURSES: Most students begin with a free course, utilizing our “freemium” model. They can learn for free, build theirlearning profile, connect with circles, and receive guidance from our AI Genie. Examples of free courses include:

PAIDCOURSES: Students can opt to purchase one-off paid courses, ranging in cost from $15 to $5,000. Examples of paid courses include:

DIPLOMACOURSES: The third step that a number of our students take is a diploma course that spans over one or more years. These range from$1,000 to $30,000 per year. Examples of our diploma courses include:

MENTORRESOURCES: Most of our 14,700+ partners began or participated as students before joining our partner community. We have two partnerpathways which work together at each stage of education: Community partners who host events, courses and venues, creating their own trainingcenter or school in their local area; and Faculty partners who deliver the events and courses. Partners and faculty pay for mentor resourcesin order to be trained, certified, learn best practices from other mentors and access our partner tools and dashboards on GeniusU. mentorresources range from $1,500 to a percentage of their revenues which can range from 2.5% to 30% of revenues. Examples of our mentor resourcesinclude:

OurCourses, Products and Services

Weare developing a life-long Genius curriculum together with a full suite of tools for students to learn (at every age and ability level)and for faculty to earn on GeniusU, divided in the following stages:

PREP— 0 to 7 years old

Weare introducing our early learning program for parents and children up to seven years old with the acquisition of Education Angels. Untilthis acquisition, our impact on early learning was limited to the events and courses that our parent-focused faculty hosted on GeniusU,our Genius School Certifications, and the work that our Genius Educators had conducted with parents in early learning. Below is a listof Prep products delivered in 2023

PRIMARY— 6 to 14 years old, and SECONDARY — 12 to 18 years old

“GeniusSchool” is the brand we use within GeniusU to encompass all our programs for children and students up to high school graduation.Prior to the acquisition of E-Square, Genius Group’s programs for primary and secondary school students were focused on the developmentof our Genius School assessments, camps and certifications.

Belowis a list of Primary products delivered in 2023:

ENTREPRENEUR— 16 to 80 years old

Allof the courses and products offered on GeniusU are added, promoted and delivered on GeniusU by our partners. With the acquisition ofEntrepreneurs Institute, the entrepreneur courses and products developed and owned by Entrepreneurs Institute came under the ownershipby Genius Group and these courses and products have become fully integrated into our Genius Curriculum and GeniusU. With the acquisitionof Property Investors Network (PIN), PIN’s courses and products have been integrated in a similar way. The courses and productsof these two companies, together with the courses and products marketed and delivered by our partners on GeniusU, form the product rangefor the students at the “Entrepreneur” stage of our Genius Curriculum.

Whileyounger students up to high school graduation age progress through a series of grades and levels similar in name to the current Pre-Kto 12 grades, our adult learning is divided into nine levels that relate to the nine levels of entrepreneurship. This is a proprietarysystem called Impact Dynamics, originally owned by Entrepreneurs Institute and now owned by Genius Group Ltd, that has proven to be oneof the greatest attractions to our entrepreneur students as it provides specific steps to take in order to move from one level to thenext on their entrepreneur journey.

Theselevels are Infrared (In debt, seeking financial and leadership literacy), Red (Seeking a pathway to self- sufficiency), Orange (Capableof creating a job and delivering value to others), Yellow (Capable of attracting resources, a team and launching a startup), Green (Proficientat growing a high-performing team), Blue (Understanding how to attract and grow capital), Indigo (Able to lead and direct trust withina market), Violet (Trusted by others to lead societal change) and Ultraviolet (At a level to marshal global change).

Theproducts and programs delivered by GeniusU include the Wealth Dynamics Profiling System, which has been taken by over 600,000 entrepreneursaround the world, the annual Global Entrepreneur Festival (which in 2020 was attended by 20,000 entrepreneurs online over a five dayentrepreneur challenge, a two day Global Entrepreneur Summit that included a preview of the Top 10 Trends in the coming Digital Decade,and a week- long series of workshops), the one week Wealth Dynamics Masters Retreat (which enables business teams to plan out their comingyear together, guided by mentors), the three day Impact Investor Retreat (which provides investors with the latest strategies and marketinsights), the one day Entrepreneur 5.0 Workshop (which gives an insight into the Japanese vision of the coming “Society 5.0”high-tech society and the future of jobs) and the one day Entrepreneur Fast Track Workshop (which provide an overview of the Genius curriculumand provides each participant with an assessment of their entrepreneur profile and entrepreneur level).

GeniusUalso runs monthly evening events called Entrepreneur Socials hosted by City Leaders in cities around the world, which we believe providesthe tools and templates for faculty to run their own in-person events and courses that add a high-touch, local element to the high-tech,global delivery on GeniusU. All the bookings and management of these various in-person events and programs, together with the pre-eventand post-event activity, takes place on GeniusU.

PropertyInvestors Network follows a similar model to Entrepreneurs Institute, and runs monthly evening events called PIN meetings hosted by PINhosts in cities across the United Kingdom, specifically for property investors to share their knowledge, opportunities and listen toexperienced investors who explain the details of their recent transactions. Both our entrepreneur and investor network have approximatelyfifty events per month, and we plan to grow this number as many of our students follow a natural path to become our partners and faculty.

PINcurrently offers a range of free courses, paid courses and full time diploma courses. They have built mentor resources for City Leaders,but not for faculty members. We have completed the acquisition of PIN and are expanding the free and paid courses, together with mentorresources, in the first steps to integrate and digitize PIN’s offerings and to scale them globally.

Wehave integrated PIN’s courses and community into our Genius Curriculum and includes:

Belowis a list of the main Entrepreneur products delivered in 2023 and plans for 2024:

FreeCourses: In 2023, GeniusU grew its community of free students primarily through free assessments and free masterclasses and microcourses.In 2023, a total of over 1,000 different free education courses and products covering a wide range of subjects and skills were offeredon GeniusU. PIN also conducted free courses resulting in an intake of free students. In 2023, we offered a new assessments while alsointegrating PIN’s courses into GeniusU, our Genius Curriculum and Genius learning methodology. The main online assessments we willoffer include:

PaidCourses: In 2023, GeniusU hosted a wide range of paid courses and products covering a wide range of subjects and skills. These rangefrom $15 to $5,000. As mentors can build paid events, microcourses, microdegrees and microschools on GeniusU, new courses and productsare added daily. Mentors also market and deliver paid courses developed by other mentors once they are certified to do so. In 2023, thepaid courses that relate directly to the courses offered as part of the Entrepreneurs Institute product range and PIN product range included:

DiplomaCourses: In 2023, GeniusU hosted a range of annual memberships and mentorships. These range from $1,500 to $30,000. In 2023, theannual courses that relate directly to the courses offered as part of the Entrepreneurs Institute product range and PIN product rangeinclude:

PartnershipOpportunities

CommunityPartners

MentorResources: Historically GeniusU launched its certification builder, for partners and mentors to add their own certifications to buildand train their partner community. This has led to a growth in the number of certifications on GeniusU. These certifications range from$1,500 to $32,000. In 2023, the paid certification relating directly to the courses offered as part of the Entrepreneurs Institute productrange and PIN product range included:

EntrepreneursInstitute: Entrepreneurs Institute has a global network of community partners and faculty partners, following the framework explainedin the “Mentor” section below. Mentors can join as community partners with training and certification at the following levels:

Mentorscan join as faculty partners with training and certification at the following levels:

PropertyInvestors Network: In 2023 replicated the above partner framework with the same levels and price points, to build the communitiesand courses for PIN globally. By taking these steps to integrate PIN’s product range, partner community and student community ina similar process to the steps taken to integrate Entrepreneurs Institute’s education community into GeniusU and our Genius Curriculum,we believe we are proving a model that is equally attractive to other educators and their communities, opening the door to future acquisitionopportunities.

Inaddition to the courses and products offered on GeniusU, the platform has three tiers of membership. Member level is free and gives accessto the platform and community. Citizen level is a paid annual membership which provides the student with additional learning dashboards,ability to earn credits and graduate, with student rates on all courses. Mentor level is a paid annual membership which enables a studentto become a part of the faculty and to create their own courses and products, with additional dashboards to track their students’activities. More details on the mentor level are provided below.

MENTOR— 18 to 100+ years old

Wehave found that a natural progression in the learning process is to want to pass the knowledge on to others. In the traditional educationsystem this is challenging, as the academic system is directed towards research and graduate degrees, with university lecturers and facultyrequiring a masters or doctorate in order to be able to teach. This can be a missed opportunity for students to learn vital real-worldexperience from mentors who have developed skills in their area of vocational expertise but who have not had the interest or inclinationto take the academic path to qualify as a teacher. We have grown more than 14,700 partners and 2,500 faculty through the natural pathstudents have taken to rise to a mentor level within our community. GeniusU mentors have the ability to earn on the platform, eitheras a regional partner (as an event host, City Leader or country partner), or as a faculty member (as a mentor, instructor or curriculumpartner). Each of these positions come with an annual license fee, a percentage of revenue and certification courses to ensure our partnercommunity and faculty reaches a level of proficiency within our network.

Mentorsalso receive ratings from their students, as do their courses and products, ensuring that students are always learning from the facultyand courses that are most relevant and ensuring that the curriculum is always staying updated and relevant. While teachers in the traditionaleducation system are limited by their class size, the impact they can have and the amount they can earn, our GeniusU platform and globalcommunity enables our best mentors to reach a global audience and we have many examples of faculty and partners who have built multi-million-dollareducation businesses as a result of our system.

Animportant component to GeniusU and our Genius Curriculum is the modular nature of the courses, which enable partners and mentors to buildand launch new modules, and the progression path from one level to the next, which enables students to map and track their own personalizedpathway.

Wehave designed the partner pathway using the same methodology, with two distinct partner types and three levels of partnership, trainingand certification. Most of our partners and all of our Acquisitions are following this same methodology when building their partner pathway.The two partner types and three partner levels are:

CommunityPartner: Primarily interested in either hosting events, courses, schools and building a learning community, while inviting FacultyPartners to deliver the courses, Community Partners earn between 10% to 30% of revenues in commissions from the courses they host. Thethree partner levels for Community Partners are:

FacultyPartner: Primarily interested in educating their students and delivering either their own courses or the courses they are certifiedor licensed to deliver, Faculty Partners each between 10% and 70% of revenues in commissions for the courses they create or deliver.The three partner levels for Faculty Partners are:

Wehave found the benefit of building this modular approach is that it enables us to grow both our student base and our faculty networkto cater to both the demand and supply for the courses on GeniusU.

ANNUALCALENDAR AND EVENTS — All Ages

Webelieve that we are building a full life-long learning curriculum with 33 levels over 6 stages covering Prep, Primary, Secondary, Apprentice,Entrepreneur and Mentor. All of our courses and curriculum at each level follow an annual calendar with four quarters. Within each quarterwe conduct a quarterly certification at each level with two monthly microschools per quarter together with practical application withinprojects and businesses.

Aspart of our curriculum, students earn learning credits called Genius Entrepreneur Merits (GEMs) throughout each quarter, and these gotowards their diplomas. Students graduate from one level to the next by achieving the necessary academic and practical credits at eachlevel. The GEMs they earn act as a digital credit which they can use to either purchase additional courses, products, mentoring or toretake the level they are on in the event they fail to pass it.

OurConversion Model

Wehave grown GeniusU to 3.5 million students as at December 31, 2023 through a “freemium” model by which students and partnersjoin the platform for free and then over time a percentage of them upgrade to paid courses, products and certifications.

This“freemium” model is now common with online gaming companies and social networks, as it enables users to trial the value ofthe content and community before committing to paying for additional value. In traditional education, this is not yet a commonly adoptedmodel, and students at many schools, universities or training institutions are generally expected to commit to payment before experiencingthe course or education pathway.

Morerecently, Edtech companies, including the companies in the “Our Competition” section below, have introduced a “freemium”model into the education industry. We have found at GeniusU that by focusing on this model, attracting students into free courses andthen building a community and content that encourages them to stay and for a percentage to upgrade to paid courses, it results in thefollowing benefits:

ØOur Group can scale far more rapidly with students joining for free online than by relying on an enrolment sales team (which is whatmost schools and universities rely on).

ØWe attract free students at a much lower marketing cost per student, and as they experience our community and courses they refer theirfamily, friends and colleagues to join.

ØThe heightened activity and scale of this approach in turn attracts more partners and faculty who join the platform, who in turn attractmore students.

ØThis network effect enables us to deliver courses toa much wider and more global student body than we could with a traditional enrolment process.

Webelieve that as we continue to focus on this approach, we will find effective ways to reduce the marketing cost per student, increasethe conversion rate and increase the annual revenue per student and lifetime value per student. By applying this same conversion modelto our Acquisitions, we also believe they will benefit from attracting increased student numbers and increased partners and faculty deliveringtheir courses globally.

Wealso believe that the “freemium” model will lead to a higher quality of free courses as well as paid courses in our curriculum,as the strength of our student retention and conversion rates will be more dependent on the students experiencing a high enough qualityof course content and a relevant enough personalized pathway to want to upgrade to higher priced courses as a part time or full-timestudent than it will on the strength of an enrolment team.

OurStudent Conversion Model: Of the 3.5 million students on GeniusU as at December 31, 2023, 3.4 million were free students and 52 thousandwere paying students. In the year 2023, GeniusU attracted 378 thousand new students and 9 thousand new paying students, representinga 2% conversion rate. While some students join through word-of-mouth or referral, students also join through our direct marketing spendvia Google and Facebook. We track our monthly student intake, acquisition cost and activity over the first 12 months and 24 months, andmeasure their average spending over these periods.

Fromour main student marketing activity in 2023, every $1,000 in marketing cost delivered 7,703 new visitors and 1,326 new free studentswho registered on GeniusU. From these free students, we saw just over 1% convert to paying students, generating $1,860 in revenue inthe first 12 months as they purchase their first courses or events, and projecting $20,501 in revenue in the first 24 months as theyupgrade to higher priced courses and diploma programs. This equates to a $0.76 marketing cost per student and $15.46 revenue per studentwithin 24 months.

Thesecalculations for the marketing cost per student, 12-month revenue per student and 24-month revenue per student, together with the calculationsfor our partner conversion model below, have been calculated specifically for GeniusU, as we have sufficient data for such calculations.Our plan is to measure and track these measures for company.

Ourintention is to be able to accurately measure the average lifetime value of our students. However, we do not yet have enough years ofhistory to have an accurate measure of the average length of time that our students will remain with us for, or how much they will spendwith us during their lifetime with us

OurPartner Conversion Model: In the same way that we will be introducing our Student Conversion Model to our Acquisitions, we will alsobe introducing our Partner Conversion Model. This will enable each company to connect with the 14,700+ partners and 2,500+ faculty currentlyin our Group, and will enable them to attract new partners and faculty on GeniusU. As a result, we will be delivering their courses globallywith the students and partners we attract.

Mostof our partners on GeniusU begin as students, and then choose to join our faculty or partnership program. We also run marketing campaignsto attract faculty members and partners to GeniusU. At the end of December 2023, we had 13,165 partners on the platform. We track ourmonthly partner intake, acquisition cost and activity in a similar way to how we track our students, and in the last two years we havemeasured the revenue they generate for GeniusU in their first 12 months and 24 months.

Asdiscussed in the Student Conversion Model section above, there are metrics included in the graphics that are not yet included in ourOperating Data Table, including the 24 Month Revenue per partner and the Return on Ad Spend (ROAS). These have not yet been includedfor the same reasons, but we plan to include them in the future together with a calculation of Partner Lifetime Value, once we have accuratemetrics over a long enough time frame for all companies.

Aprimary focus for us is to improve on our student and partner conversion rates both through optimizing our Edtech platform, and by combiningour student and partner conversion models with our acquisitions to lower our acquisition costs and increase our lifetime value. Belowwe explain how we aim to achieve this for each company in the Group.

OurFour-Step Growth Model

Witheach of the companies in the Group, we are following a four-step model of acquisition, integration, digitization and distribution:

Acquisition:By acquiring the company we are able to combine each company’s courses and products into our curriculum, and to tailor themto the needs of our global community. We believe this will increase the lifetime value of our students.

Integration:By integrating each company’s courses and products on our GeniusU Edtech platform, and by connecting our student and partnerconversion model to each company’s products, we aim to reduce the student and partner acquisition cost for each level of our curriculum.

Digitization:By digitizing the courses and products for online delivery, we aim to scale each company’s product offerings globally.

Distribution:By providing the courses in modular form, with the opportunity for partners and faculty to participate in marketing and facilitatingthe delivery of each company’s courses and products in the countries and cities where we have our Genius communities. Please seein the “Partnership Strategy” section below details of the different partnership types for our various companies.

OurMarket

Overview

Whilehistorically the education and training market has been seen as separate markets, more recently they have been combined into one globaleducation market. The entire pre-school, school, tertiary, adult education and corporate training market are one collective marketplacethat is being disrupted by Edtech, new technologies, such as AI, and advances in the science and psychology of learning.

Accordingto HolonIQ, the global education market is set to reach at least $10 trillion by 2030 as population growth in developing markets fuelsa massive expansion and technology drives unprecedented re-skilling and up-skilling in developed economies. This is from the currentmarket size of $2.5 trillion. It estimates that in the next decade the global education section will see an additional 350 million post-secondarygraduates and nearly 800 million more K-12 graduates than today. We believe that Asia and Africa are the driving force behind the expansion.HolonIQ further states that the world will need to add 1.5 million teachers per year on average, approaching 100 million in total inorder to keep pace with the unprecedented changes ahead in education around the world.

Alongsidethe growth of the education industry, Edtech companies are also growing rapidly. However, we believe that only a few are focusing oncreating a brand-new curriculum, and that none are focusing on creating a 21^st century curriculum that is student-centeredand entrepreneurial in the way that the above-referenced World Economic Forum white paper has articulated. We believe that most are providingcourses delivering skills- based training or vocational training or serving as digital platforms for existing institutions and theirexisting curriculum — which simply means delivering an outdated education system faster and cheaper.

MarketTrends

Company-FundedEducation

Webelieve that company-funded education market is growing rapidly, with the growth of Edtech companies Guild Education and BetterUp, whichreceive corporate funding to up-skill employees with degrees, certifications and mentoring.

Thisgoes beyond the traditional corporate training market towards partnerships with the education sector for employees to receive courses,mentoring, certifications and degrees that are delivered online and during office hours.

Asthe unemployment crisis, skills gap, student debt crisis, and the number of unemployed school leavers and graduates continues to grow,this trend of companies paying for a more effective education system to up- skill their workforce and prospective recruits will continueto grow.

Self-FundedEntrepreneur Education

Webelieve that the education market has traditionally led to one of two pathways. Either to further academia or to potential employment.Education does not prepare students for the increasingly viable third option, starting a business. According to McKinsey, 20-30% of theU.S. and EU workforce is already involved in the gig economy — where they are self-employed or outside of traditional employment.That already accounts for 165 million workers in the U.S. and EU alone.

Webelieve that self-funded lifelong education has become a significant growth sector, with Edtech market leaders Coursera, Masterclassand Udemy targeting this market. All three platforms provide online skills-based courses, certifications and in Coursera’s caseup to undergraduate degree level.

Thissecond trend, like the first, represents a major growth in adult education. It is through these first two trends that Genius Group hasachieved the growth rate that it has as the first phase of our growth strategy. However, we have taken a blended approach to Edtech toearn a larger part of the education market than pure Edtech companies can. According to Holon IQ, Edtech is growing at 16.3% annuallyand will grow 2.5x from 2019 to 2025, reaching $404 billion in total global expenditure. Impressive as the growth is, Edtech and digitalexpenditure will still only make up 5.2% of the $7.3 trillion global education market in 2025.

LicensedCertifications

Athird fast-growing trend is the growth in licensed certifications and degrees in partnership with the leading institutions and universities.We believe that most of the traditional colleges and universities are aware that their business model is being disrupted. However, mostdo not have the leadership or technology to compete with the fast-growth Edtech companies that are disrupting their industry. As a result,most are willing to enter into partnerships to have their existing certifications delivered online on a licensed basis.

ThisOnline Program Management model (OPM) is growing into a $7.7 billion market by 2025. As explained by HolonIQ in their February 2019 report“The Anatomy of an OPM and a $7.7B Market in 2025”: “Online degrees are one of the fastest growing areas of highereducation. OPM providers help universities build, recruit for and deliver online programs. Revenue share is the dominant model with feefor service and hybrid relationships growing. 60+ operators in a $3B+ market growing at 17%.”

Thereare 60+ Edtech companies competing in this space, with Coursera and edX being the largest. However, there are also private universitiesthroughout Asia that are also licensing degrees from universities and then delivering these degrees locally at a fraction of the costof attending the university itself. We have already built a strong revenue stream by offering certifications and our growth strategyincludes partnering with the top institutions to provide relevant certifications and degrees via GeniusU and our locations.

Global,Digital Schooling

Inaddition to the three trends above, which are impacting the education system above primary, middle and secondary school, we believe thatthe entire schooling system is also being disrupted by the shift to more online learning.

Thefour largest Edtech companies in the world today, BYJU in India, and Yuanfudao, Zuoyebang and VIPKid in China are all online tutoringapps to supplement student learning.

Thisgrowth to digital schooling is taking place alongside a surge in homeschooling, as parents discover the benefits and ease of educatingtheir children from home. A recent Forbes article reported “The number of children being homeschooled has more than doubled infive years, and in some areas has risen by more than 700%.”

GeniusGroup is benefiting from this growth as it expands its pre-school, primary school, middle school and high school programs, together withour virtual camps.

Microschools,Learning Pods and Blended Learning Models

Microschoolsare schools that are based around a teacher instead of a location or classroom, where each microschool may have only five or ten students.Learning pods are home-based groups of students who are following a particular class or curriculum online while gathering together forsocial learning. Blended learning is the combination of both online and offline learning to get the best of both worlds.

Wesee the future of work and education as being a spectrum of options which can be personalized to suit each person’s work styleand learning style. We believe the trend will continue to move towards a blended approach where it will be just as important to havehigh-tech as well as high-touch options for faculty and students to choose from. This will mean that not only will the current localschool and classroom model become less popular amongst the options available, but the purely online Edtech companies will need to eithercompete or partner with the companies that deliver a more blended approach.

Personalizedand AI driven education

Arecent World Economic Forum article titled “How technology will transform learning in the COVID-19 era” sums up the futureof education as: AI + community = future of learning.

Itgoes on to say “All of us have a fundamental need to belong, learn and share. We need meaningful communities, because they areforce multipliers. They make learning fun and create a peer-to-peer accountability mechanism that shapes a culture of learning. AI enablespersonalization at scale. Only by combining both AI and communities will higher education be relevant and prepare students for the adventuresof the Fourth Industrial Revolution.”

Whilethere is general agreement that personalized education is needed, and that artificial intelligence can help us to deliver it, the twounique competitive advantages that we believe we have in leading in this area is that we have built a global community who are alreadyexperiencing their virtual personal assistance “Genie” on GeniusU, and they are willingly providing us with the data frompersonality assessments and progress assessments that enable us to deliver relevant recommendations to get them to where they want togo. This leads to our tagline: “You don’t need to know every step. You just need to know the right step to take right now.”

Webelieve that while harnessing the first trends mentioned above help us to maintain our growth rate in the next five years, artificialintelligence and personalized learning will disrupt and transform the education industry. The era of one-size-fits-all education willend and be replaced by the school of one.

OurCompetitive Strengths

OurEdtech Platform

OurGeniusU platform has grown over the last five years to be the backbone that connects all the companies in the Group. Each student hastheir own profile page with their photo, details, talents, passions and purpose (test results, groups, connections, attendances). Eachhas their own dashboard to track their learning, and access to all the microschools, microdegrees and products globally.

Forstudents, GeniusU operates as a combination of a learning management system, a social network and a productivity tool, giving them simpleways to up-skill themselves in specific areas while also giving them tools to assess their progress, track their financials and findtheir team.

Forfaculty and partners, GeniusU operates as an “Amazon for Entrepreneurs” where they can set up shop and operate their microschoolor training company on our platform. They can list their courses and products, manage their community, receive payments globally andpay out to partners and track all their data. As with Amazon, the rankings of all faculty and programs by students ensures the best andmost trusted programs always rise to the top.

Webelieve that this combination provides us with a powerful network effect where the more students we attract, the more faculty we attract,and the more faculty we attract, the more students we attract. In our niche of entrepreneur education, we believe that we have not yetseen any competitor who has come close to matching our scale globally.

OurCurriculum

Webelieve that we are offering a unique entrepreneur education curriculum that solves a global need. We own what we believe is one of theworld’s most widely used range of entrepreneur assessment tools including Wealth Dynamics, Talent Dynamics, the Impact Test, theGenius Test, the Passion Test and the Purpose Test based on the number of tests taken. These have been taken by over one million entrepreneursglobally, and they enable us to provide personalized education pathways tailored to each individual student.

Thecombined products of our nine companies deliver a full lifelong learning curriculum that we are developing into a full global curriculum.

OurTeam

Wehave breadth and depth of strength in our global team. Our Board members have experience and skills in building and listing companies,with over $2 billion in capital value created. Our management team has extensive experience in managing and mentoring entrepreneurs andentrepreneurial teams, with our teams based globally in Singapore, Australia, New Zealand, Japan, Indonesia, India, South Africa, theU.K., Portugal, Poland, Ukraine, the U.S. and Canada.

Webelieve that our 2,500+ faculty are leading entrepreneur teachers, trainers and mentors around the world with their own schools and trainingorganizations established often before joining our faculty. Our 14,700+ partners are strong advocates for our courses and programs, ensuringa broad base of growth opportunities. As hundreds of investors who have funded our growth to date, many of our faculty and partners beganas students before becoming our supporters. We believe that this breadth and depth of leadership gives us an ongoing leadership positionin our field.

OurNiche

Ourniche focus on entrepreneur education has enabled us to build what we believe to be a strong position within the global market, basedon the 3.5 million students attracted as at December 31, 2023. The challenge for many education and Edtech companies is that they needto overcome the regulatory hurdles of their country’s education system or the operational hurdles of needing to build partnershipsor clients one-by-one. By beginning in the entrepreneur education niche, we have attracted decision makers virally who are willing toinvest in their own education and based on the Return on Investment (ROI) they receive from our courses and training, they return formore and refer us to others, building both lifetime value and vitality.

Themajority of the fast-growth education and Edtech companies are focused on a specific country, whether the U.S., China or India, or ona particular niche, whether primary, secondary, tertiary or adult education. As a result, they are limited in market size or in theirshare of the education spend of their students. With our chosen niche, we believe we will be able to capitalize on the growing entrepreneurmovement together with the growing demand for a relevant, 21^st century education system, towards our aspiration of deliveringa lifelong curriculum.

OurVenture Builder Structure

Ourstructure has enabled us to create a high-value, high-growth environment in which each company can be valued effectively relative toits peers, while also increasing the value of each Group company by the level of digital marketing, data intelligence and global growthit can immediately deliver to each new company.

Eacheducation company within the Group can also maintain its focus and maximize its value as high-growth profit centers within the Group.The leadership, metrics and management required to manage each resort or cafe separately is different to that required for each of ourcollege or training companies. The combination of our leadership, with our modular structure, and our ongoing education programs whichall our staff participate in, has led to a robust, scalable growth model where we operate effectively more as a group than one entity.

OurBlended Approach

Webelieve that the two fastest growing industry trends in education are company-funded education and self- funded education. GeniusU isuniquely placed in these two fast-growing trends. We attract both the company-funded education sector and the self-funded education sector,and we do this across 200 countries. We believe that we are also the only platform that has its own lifelong entrepreneur education curriculum,and that provides a global community for entrepreneurs and qualifies for government funding via our partners. Genius Group is an ecosystemwith its own curriculum and an Edtech company at its center. This enables us to combine high-tech and high-touch solutions both throughpartnerships and our own companies.

Wealready deliver a spectrum of options, from fully online courses and certifications, to faculty-led microschools, to city-based learningpods, to in-home tuition, to on-site campuses. Credits earned in any one of these models are fully transferable and collectively accountedfor, wherever and whenever they learn. This enables any faculty member or student to switch models as their circ*mstances or preferenceschange, and it enables us to grow our community while evolving and adapting to our students’ preferences.

Thisblended approach, together with our acquisition strategy, also gives us direct access to government education funding in the variouscountries where we are expanding.

OurCommunity

Theresult of our growth to date has been a global community in which each microschool is attended by students from an average of 20 to 30different countries. The scale and diversity of our student population, which has grown to 3.5 million students, is one of our greateststrengths. The success stories that come from our community is as much from the connections that are made and opportunities shared asfrom the courses and learning.

Wehave seen companies grow from startup to multi-million-dollar successes. Examples include companies such as Wealth Migrate, CrowdProperty,WebinarVet and Bank to the Future, all of which were birthed at Genius Group courses and accelerators. Three of the companies that wehave acquired, Education Angels, E-Square and Property Investors Network, all experienced significant growth as a result of our courses.We have seen children go into partnership with their parents on businesses and investments. We have seen couples form and get married.While the traditional education system sees bonds break when students graduate, Genius Group has no alumni, as our students remain studentsfor life and with that longevity comes a level of loyalty that we experience daily.

OurData and Systems

Fromthe beginning we were aware that the key to personalization was in the quality of our personal data. Our goal has been to go beyond learning,and to transform education into a hospitality industry. We believe that the experience of too many students is that they do not feellike a valued customer in the education process. To achieve our goal, we focused on a robust, scalable data management and intelligencesystem.

Salesforcecurrently provides our underlying Customer Relationship Management (CRM) system to which we have connected our GeniusU platform.

Wehave shared best practices in our data management and connected all our customer data including personal preferences, financial transactions,learning progress, community connections and all correspondence and conversations among GeniusU, Salesforce and our main social mediaplatforms, including LinkedIn, Facebook and Google.

Allour data is cloud-based and dashboard-driven, empowering our management, our partners and all our customers to manage and track theirprogress and update their data.

OurFirst Mover Advantage

Havingstarted this journey five plus years ago, and with most of our operations taking place initially outside of the U.S. and China, we believethat we have not attracted any notable competitors or imitators in our niche. This has enabled us to grow quietly and through word ofmouth to the point where we now believe that we have strong momentum with a first mover advantage.

OurAgile Structure

Arelatively hidden competitive strength is the agile leadership structure we have developed as part of our course curriculum over thelast five years. We train entrepreneurial companies to develop cross-functional teams organized around discreet, profitable projectson a quarterly basis and this system “Entrepreneur Dynamic” is the leadership equivalent of scrum methodology for engineeringteams.

Eachteam member is self-directed, rewriting their job description every quarter as a “personal compass” and every team is accountablefor their performance and learning on a global “flight deck.”

Thissystem not only enables us to scale rapidly, but also to acquire and align companies rapidly into a highly effective, decentralized leadershipand learning structure. All our staff attend the same microschools and courses as our community, and as a result each is learning self-directed,entrepreneurial skills on their own personalized path. We see this strength as not only one that will enable us to scale through thenext ten years as we grow Genius Group, but also in the way we are using a similar agile, learning structure to replace the more traditionalhierarchical structure in the education system.

OurStrategy

OurThree-Phase Strategy

Webelieve that our three-phase strategy to disrupt the education industry is simple:

Inour first phase, from 2015 to 2020, we have been focused on entrepreneurs who are willing to self-fund their education. This has enabledus to grow globally and to self-fund our growth with the same entrepreneurs that we have been educating.

Wehave begun our second phase, from 2020 to 2025, with the acquisition of a series of education-based companies already serving the pre-school,primary and secondary school markets. We are also running Genius School programs with many of our entrepreneur students enrolling theirchildren in them.

Andour goal is to gather enough partnerships and licensing agreements with schools, colleges and universities that gain the benefit of ourGeniusU platform and global community in this phase to then move to our third phase, from 2025 to 2030, when we aim to have our curriculumaccredited in the U.S. and the U.K. as an alternative to the existing Cambridge and K-12 curriculums. This third phase is an aspirationalgoal and is not assured, as it is dependent on the success of our second phase, and dependent on us succeeding in getting accreditationfrom the accrediting bodies in the relevant countries.

Ourintention is to be able to deliver a more effective, engaging, relevant and flexible education system at a third of the current priceof education.

OurBlended Edtech Strategy

Weare focused on acquiring companies that are leading the way in 21^st century education, and then accelerating the speed, sizeand scale of these companies by connecting their courses, faculty and reach to GeniusU. This increases their enrollments through ourdigital marketing, increases their capacity to deliver through global, ongoing faculty certifications and increases their retention throughpersonalized education pathways.

AcquisitionStrategy

In2024, we will be looking to engage with fewer acquisitions on a larger scale ($50M-$100M), that either bring complementary product toour GU platform, or technology solutions (Augmented Reality/Virtual Reality) to be incorporated with our product offering, or core expertiserelated to our core competency digital marketing and community build up.

Wehave organized all learning within Genius Group into core curriculum and certified curriculum. These are similar to the distinction betweenrequired and elective courses at college.

Ourcore curriculum is the most important courses which we see as being required elements of our curriculum at the primary, secondary, post-secondaryand adult education levels. Our strategy is to acquire the companies that are delivering the courses we see as being part of the corecurriculum, in order that Genius Group opens all intellectual property in our core curriculum.

Certifiedcurriculum, on the other hand, are the optional courses and programs that we recommend students take at each level of their progress.This is delivered by our partners on our GeniusU platform or at microschools, venues, events and retreats listed on GeniusU on a revenueshare basis.

Ouracquisition strategy is not only to acquire content to supplement our core curriculum, but also industry certifications and governmentaccreditation and funding that our acquisition companies have earned over time. The purpose of acquiring education with courses thathave earned certifications and accreditations is in order that our students can eventually:

Fordetails of the course certifications and accreditations that our Acquisitions currently hold, please refer to the “Further CompanyInformation” section below.

Webelieve that we have a strong acquisition and integration team to ensure that each acquisition is able to align rapidly with the cultureand leadership systems of the Group. The number of entrepreneurs and companies that we have in our community also gives us a strong dealflow and talent flow so that we do not have to cold call for the right opportunities for acquisitions.

PartnershipStrategy

Forour certified curriculum, we attract partners by making it profitable and simple for them to join Genius Group. GeniusU has a partnerdashboard that enables each partner to track their revenues and we pay out weekly for all earnings through the platform. We categorizepartners into marketing partners, who receive 10% to 20% of all course and product fees on GeniusU for marketing the courses, facultymembers, who earn 30% to 50% for delivering the courses, and program providers who earn a 10% license fee for their content, marketedand taught by others.

Wehost certification courses on GeniusU, which enables partners to get trained and certified as marketing partners, faculty members orprogram providers, and our partners create their own certification programs on GeniusU to grow their own faculty and partner communityglobally.

Withthe exception of Property Investors Network, which has attracted City Hosts to manage local events in a similar way to GeniusU, the othercompanies in the Group including the Acquisitions do not currently have a systemized plan to attract faculty partners or community partners,and the partners they do have are largely accrediting bodies and government institutions. These have been covered elsewhere in this Prospectus.Our plan is to introduce our partner certification process and conversion model to each of the five Acquisitions, as covered above inthe ‘Our Genius Curriculum’, ‘Our Conversion Model’ and ‘Our Four-Step Growth Model’ sections ofthis Prospectus.

DecentralizedCurriculum

Acritical network strategy in our growth is the design of our decentralized curriculum. The largest challenge of creating an educationcurriculum is how quickly it becomes outdated. We believe that most of the current education systems have centralized curriculum designdepartments. In today’s fast changing world, a centralized system quickly becomes a bottleneck.

Wehave designed a decentralized system not dissimilar to Apple’s App Store. Courses, microdegrees, microschools and certificationsare posted by our program providers and faculty. These are both assessed by our team and rated by faculty and students, ensuring thatthe best courses rise to the top of GeniusU.

Asa result of this, our curriculum will constantly improve as we grow, and the best program providers and faculty and we believe will earnexponentially more for the best courses. Students also contribute to an ever- improving system, sharing their coursework and enteringour challenges and rewards with their presentations, plans and results, which then become part of the GeniusU library.

Webelieve that this decentralized curriculum that we grow in value as we grow in scale is a key strategy that will attract an ever-increasingnumber of partners and potential acquisitions to our platform.

OurGlobal Team

Asof December 31, 2023, the Genius Group team included over 300 full-time staff and 14,700+ partners with teams, locations and officesdivided across three geographic regions: NASA, EMEA and APAC. Our teams operate from over 40 cities in U.S., South America, Europe, Africa,Asia, New Zealand and Australia.

OurCompetition

Wesee ourselves as an entrepreneur Edtech and education company with a focus in AI. Edtech companies are companies that combine educationand technology together to enhance the process of teaching, learning or both. They typically have the ability to rapidly scale and growas a technology company. We define entrepreneur Edtech, as an Edtech company focusing specifically on an entrepreneur curriculum. Wedefine an entrepreneur curriculum as a course of study that teaches an individual to ‘create a job’ by connecting and deliveringvalue to others in a role aligned to their passions and purpose (either as an employee, contractor, freelancer or business owner) ratherthan teaching them how to ‘get a job’ by searching for job positions in the employment market.

Theorganizations that deliver such curriculums fall into two main categories. The first are entrepreneur camps, accelerators and businessschools which normally cater to 1,000 students or less per year. Examples of this range from startup accelerators such as Y Combinatorto academic institutions such as Stanford Graduate School of Business. The second are entrepreneur networks that often provide formsof mentorship and training within their membership. Two of the largest examples of this are the Entrepreneurs Organization (EO) whichhas 15,600 members and StartUp Grind which has 3.5 million members. These have a mix of free and paid-for memberships.

Webelieve that our student base of 3.5 million students at the end of December 2023, which grew by approximately 378k new students in 2023,makes us a “world leading entrepreneur Edtech and education group” in comparison to these organization based on student numbers.While we believe that there are no global companies directly competing with us to develop a uniquely entrepreneurial curriculum, thereare comparable companies building an Edtech platform to provide alternatives or complements to the traditional education system, andalso comparable education companies that are growing via acquisition. Such competition includes:

BYJU:Currently one of the highest-valued Edtech companies, Byju was valued at $1 billion in April 2024. BYJU is an India-based educationcompany with a similar freemium model as GeniusU, but with a focus on mathematics and science for primary and secondary school students.As of April 2023, the company disclosed that it had over 150 million users. It has a similar growth model, making acquisitions and integratingnew acquisitions on its platform.

Coursera:The leading Edtech company in the U.S, Coursera is an online program manager for a range of universities, enabling students to takeuniversity courses online. The platform has approximately 5,500 courses and over 118 million learners. It listed on the New York StockExchange in March 2021 and had a market capitalization of approximately $1.61 billion, as at April 30, 2024. Unlike GeniusU or BYJU itdoes not create or deliver its own curriculum.

Udemy:A U.S.-based Edtech company with approximately 59 million students, Udemy has grown via its approximate 70,000 instructors who providecourses and certifications to their students. The platform has a total of approximately 200,000 courses. However, it focuses on adultlearning and does not provide an alternative to the current schooling system, or a global community for students to connect and collaborate.It listed on NASDAQ in October 2021 and has a current market capitalization of approximately $1.54 billion, as at April 30, 2024.

Udacity:A U.S.-based Edtech company that is focused more on tech-based vocational training courses with over 160,000 students, Udacity isanother Edtech company that we believe has proven that there is a strong need for vocational nanodegrees supported by large tech companies.Udacity also offers a freemium model giving students an opportunity to enroll for free and pay after one month of access.

LinkedInLearning: LinkedIn purchased the Edtech company Lynda for $1.5 billion, and LinkedIn was subsequently purchased by Microsoft for$26.2 billion. Similar to GeniusU, Microsoft combined a social network with online courses, but focused mainly on technical and professionalcourses, with a flat monthly subscription rate. Like Udemy and Udacity, its focus is on professional adult learning.

GuildEducation: Another billion-dollar Edtech startup, valued at over $4.4 billion in June 2022, Guild Education provides courses anddegrees funded by companies for its employees. Together with similar Edtech companies like BetterUp and Degreed, it is focused on up-skillingemployees who are already in a job, with its education and mentoring funded by its employer as an additional benefit.

ChinaEast Education: China East Education is the first of a series of recent China-based listed companies which are focused on vocationaleducation, which has also included China Education Group, New Oriental Education and China Online Education Group. China East Education’sinitial public offering in 2019 raised $625 million and was the largest in the world, underlining the current growth in vocational education.It has a valuation of approximately HKD 5.1 billion as of April 30, 2024.

OurTechnology

Overview

Webelieve that Edtech will expand beyond the specific activity of learning, to the application of that learning. We have seen this withinGeniusU where engagement is much higher when students can use the same environment in which they are learning to connect to others, sharetheir learning, find team members and opportunities, and run their learning projects and challenges on the platform.

Asdescribed below, we believe our technology connects three tech sectors, Edtech, social media and productivity tools, and can be seenin the features that GeniusU provides to our students and faculty.

Edtech.Faculty and education partners post their courses on GeniusU, which are then organized and recommended based on student rankings. Studentstake the courses and receive credits based on both the student rankings and recommendations from their AI-driven Genie.

SocialMedia. All faculty and education companies have their own personal profile pages on GeniusU and receive both recommendations andratings from students. Students connect with mentors, team members and partners around the world with their own profiles, with the abilityto post comments in social circles linked to each course, send personal messages and search for the mentors, team members and partnersmost aligned to their purpose, passion, talents and interests.

ProductivityTools. Faculty and education partners have a full suite of productivity tools to run their business on GeniusU, from posting coursesand products to marketing their courses, running their courses, hosting their events, building their community, receiving payments, distributingcommissions and tracking their students’ progress. Students also receive a full suite of productivity tools with their own dashboardto track their learning, manage their learning, find their mentors and teams and find the right opportunities to pursue.

GamifiedLearning

GeniusUis designed to make learning engaging and fun, with students undertaking challenge-based learning projects. Microdegrees are pre-designedonline courses that include interactive video, exercises and assessments in which students can track their learning, earn credits, leavecomments, rate the courses and connect with our faculty. Microschools are online courses conducted in real-time over one-week, two-weekand four-week periods in which students start and complete the courses together, sharing their assignments and final work with each otherand competing for awards and prizes if they choose to. Students earn credits called Genius GEMs for contributions they make to the platform,including credits for making connections, posting messages, leaving testimonials and taking microdegrees and microschools.

DigitalCredit System

GeniusUalso has its own digital credit system: GEMs operate as an education credits and reward system on the platform. GEMs are earned in thesame way as credits are earned towards High School diplomas and University degrees. They operate like a loyalty program where GEMs earnedcan be used to purchase additional courses, mentoring or resources on GeniusU, or used to retake courses.

ArtificialIntelligence

GeniusUcurrently has a virtual assistant, Genie, to recommend the best courses, connections and actions for each student. We have released ournext iteration of Genie with Chat GPT4, an AI-driven virtual guide that each student can personalize and grow to become their learningassistant for life. The first stage of this is completed with the development of Genie as a chatbot, and in 2023 are investing in theunderlying data intelligence and AI platform of GeniusU in collaboration with Open.AI to develop Genie into a personalized IntelligentVirtual Assistant (IVA) with conversational AI, providing each student and partner with personalized advice and feedback based on theirtalents, passions, purpose and goals. We are using GPT-4 as our AI engine to build the intelligence of our Genie AI, and plan to integratewith EinsteinGPT developed by our CRM provider, Salesforce, to segment, target and predict the next steps of our students.

AugmentedReality and Virtual Reality

Weare also developing augmented reality with locational tracking, where entrepreneur students can connect with each other at our venuesand events, directly connecting with the most useful mentors, community members and opportunities in their area. We believe that thereis potential for virtual reality for immersive education and the ability for students to join microschools and programs virtually inthe coming decade. Our goal is for our community, faculty and curriculum to be able to upgrade to new technologies like augmented realityand virtual reality as they become commercially viable.

Webelieve the three-dimensional virtual world of the Metaverse will replace the two-dimensional environment of the Internet in popularity,and we are planning to migrate our community into virtual learning environments as they evolve. We are planning to use the Unity Engineto develop GeniusU into a virtual world. The Unity Engine is the leading virtual world engine for mobile apps, and is the engine usedby PokemonGo for their popular augmented reality game and by Meta in the development of their virtual reality platform.

InstantTranslation

Ourcurriculum and content on GeniusU are already translated into Japanese, Chinese, Thai, Spanish, French, Polish and Czech. We are developingGeniusU to enable instant translation for both curriculum and communication. This will mean students in most countries will have accessto our global faculty and curriculum on GeniusU in the future, enabling our students to learn and our faculty to mentor across multiplecountries and languages.

DataIntelligence

Wecapture data on all students and faculty with their permission to provide personalized pathways for their learning and teaching. Thisincludes all personal details and social media, assessment results, learning steps, enrollment, and purchase and payment history, alongwith connections, attendance and activity on GeniusU. Our GeniusU platform is linked to Salesforce as our CRM and Stripe as our paymentplatform, enabling us to build a powerful data-driven approach to recommend the best connections, courses and learning steps for eachstudent to take along with the tools for faculty members to attract and engage their students.

OurIntellectual Property

GeniusGroup Ltd has registered “GeniusU”, “Genius School”, “Entrepreneurs Institute”, “Talent Dynamics”and “Wealth Dynamics” figurative trademarks with the Intellectual Office of Singapore using Nice Classification, an internationalclassification of goods and services applied for the registration of trademarks.

PropertyInvestors Network has registered “PIN” figurative trademark, “Property Mastermind” word trademark and “MastermindAccelerator” word trademark with the Intellectual Property Office Trademark Registry of Great Britain and Northern Island.

Allthe above-mentioned trademarks are in the process of registration by the World Intellectual Organization (“WIPO”) for theterritory of United States of America and European Union. The WIPO is a conglomerate of partner nations throughout the world, and a trademarkthat is registered with the organization is known as a WIPO trademark. The purpose of this international trademark is to protect intellectualproperty on a global level.

Allother companies within the Group have not registered any trademarks.

Community

Ourcommunity on GeniusU Platform includes over 3.5 million students across 20,345 cities and 191 countries, meeting online and in over 500events, with over 7,200 new students joining every week in 2023. Our faculty consists of over 2,500 mentors and certified trainers deliveringonline and in person education as part of a multi-year curriculum to build entrepreneurial expertise. These include world famous entrepreneursand New York Times bestselling thought leaders.

Ourcommunity is an important part of our company, as students return at each stage of their entrepreneurial journey to make new connectionsand pursue new opportunities as well as to learn new things. As the value of their experience increases as they bring their teams andpartners with them, there is a high level of referral and word-of-mouth.

Wehave regional leaders that provide local mentoring and community connection in their countries and cities, using our GeniusU platformin their local area. We divide our global activity into three regions, each spanning eight time zones and collectively covering all twenty-fourtime zones. This means our curriculum is open 24/7, and at any time of day there are students learning on GeniusU.

Thethree regions are: APAC (Asia Pacific, North Asia and Australia); EMEA (Europe, Middle East and Africa); and NASA (North America andSouth America). Our community is fairly evenly divided between these three regions. We track the location of approximately 75% of ourstudents and mentors, and they are spread across the three regions for the period ending December 31, 2023 as follows:

Culture

Wehave developed a strong culture within our team, partners, faculty and community. This culture is based on six core principles that arepracticed and recognized throughout the organization. They are the primary focus and first point of discussion on our quarterly companymeetings and are the subject of our monthly Genius Shine Awards, in which team members nominate fellow team members based on them practicingour “Genius Values”: global, entrepreneurial; natural; inspiring; unique; and smart.

Theway in which we educate our team, partners and community about our culture, enables us to align and lead our team remotely, to maintaina high level of trust with our partners and community, and integrate new acquisitions effectively into our global family.

Ourfocus on educating entrepreneurs to “create a job” instead of “getting a job” extends to our own team and partners,where we have an ongoing focus on developing each of our team, partners, faculty and community and to the next level of their own entrepreneurialjourney. This has led to students becoming mentors, mentors becoming partners, partners becoming team members and team members becomingstudents. We believe that it has also led to a strong investor community as our students and mentors improve their own financial successand choose to reinvest part of this success back into Genius Group.

Thisstrength in our culture provides an ongoing deal flow, talent flow and resource flow that enables the Group to develop from the ongoinggrowth of our community.

Salesand Marketing

Webelieve that a key factor in our consistent growth has been our sales and marketing approach. We follow a quarterly schedule of promotionsin which cross-functional teams focus on revenue and profit targets related to their product range and customer base, with a sales andmarketing approach which is supported by a combination of five routes to market.

DigitalMarketing

Webelieve that we have strong digital marketing expertise, which enables us to take the courses of our partners and acquisition companies,turn them into digital courses, and scale their reach to students around the world. We track students in four categories:

Webelieve that this digital marketing approach gives us scalable unit metrics with an average cost of acquisition per new student of $1and a revenue per new student of $15. Our average cost of acquisition per paying customer is $254 and our average revenue per payingcustomer is $1,002, giving us a 4x return on marketing spend.

AffiliateMarketing

Wehave a strong community of partners and faculty who promote our courses and programs, and earn affiliate marketing fees for new enrollmentsand upgrades. We have over 14,700+ partners as of the date of this Prospectus who earn commissions via GeniusU. Our commissions are paidfor different components of the student journey, with up to 20% paid for marketing referrals, 10% paid for the enrollment process, 30%paid for delivery and 10% paid for content.

Asa result, partners can choose one or more parts of the process to be rewarded for, from the marketing, to the sale, to the training,to their content. This leads to teams in which everyone contributes in the area where they are strongest. This also enables educatorswho have strong content to connect with partners with strong communities such that both sides benefit financially.

ReferralMarketing

Whilemany education and Edtech companies rely on their marketing and enrollment teams to attract new students, we have the added benefit ofviral products to deliver referrals and word-of-mouth. Our free assessments such as the Genius Test, Passion Test and Purpose Test attractover 8,900 new students weekly who take the tests to discover more about themselves, and then they encourage their teams and peers totake the tests and connect on GeniusU, where they then find personalized paths for their learning.

Ourfreemium model enables new students to experience GeniusU and the Genius Curriculum for free, and our product pathway then enables themto take affordable steps into our courses and certifications. This creates a network effect where everyone is able to progress seamlesslyat a level which works for them, and invite others in to join them at each level.

LocationalMarketing

Ourglobal network of local City Leaders and faculty members has led to the word of mouth offline to be even greater than the referrals online.Many students first hear about our Company from friends and colleagues at local meet-ups and through a connection with a mentor or student.

Webelieve that this high-tech, high-touch structure of an enhanced real-world learning environment with a digital layer being the futureof education, which will be further enhanced as we develop our augmented reality and virtual assistant tools on GeniusU. We believe thatall of our acquisition companies achieved early success through local marketing, and with the addition of our digital tools each is nowscaling their local marketing globally through local microschools, learning pods, faculty, event hosts and partners.

RepeatPurchases and Upgrades

Alarge portion of our revenue comes from returning students and students progressing to the next level of their learning. While we believethat most education institutions have a limited lifespan per student, Genius Group has a curriculum that a student can follow from earlylearning through to adult learning. By also having a seamless continuum between learning, earning and teaching, many of our faculty beganas students and have now progressed on to teaching others. We believe that this “learning for life” model gives us a highlifetime value per student with strong retention and repeat business.

CustomerService

Webelieve that modern education has operated largely as a basic service, largely regulated by governments and delivered at low cost andlow service levels, while being high-priced and compulsory. We see the opportunity for disruption in transforming education into a modelmore aligned to the hospitality industry, with high levels of customer service and satisfaction.

Thiscustomer service is reflected in the personalized pathways, rapid response rates, personal mentorship and proactive community managementwe provide globally. Our local and global teams are trained to deliver a high quality of advice and service. Each leadership team sharesa student story on our weekly global team meeting, keeping the customer experience and the forefront. The high level of service we providein our entrepreneur resorts and cafes is extended to our colleges and microschools, and this is a large part of what brings studentsback consistently to our community.

Employees

Asat December 31, 2023 we had 300 employees and contractors, with 13 in Genius Group Ltd, 42 in GeniusU Ltd, 133 in University of AntelopeValley, 21 in Property Investors Network, 37 in E-Squared Education, 20 in Education Angels and 34 in Revealed Films. We operate as oneglobal team with regional leadership, and we have established a remote working culture, which put us in a strong position to manage environmental,infrastructure and health events without any major change to our management process.

Byillustration, our main leadership team works from Singapore, Australia, New Zealand, Indonesia, South Africa, England, Portugal, Polandand the United States. Our accounts team operates from India and our development team works from India, Ukraine and Poland.

Whilewe see our fully employed team continue to grow, when our 300 employees are put in context of our 14,700+ partners, we see our talentacquisition strategy to be equally focused between the growth and development of our full-time team and growth and development of ourpartners and faculty.

LegalProceedings

Fromtime to time, we may be subject to litigation and arbitration claims incidental to its business. Such claims may not be covered by ourinsurance coverage, and even if they are, if claims against our business are successful, they may exceed the limits of applicable insurancecoverage.

Regulation

Ouradult education and training are conducted globally without the need to comply with any particular education regulations. Our schooland university operations do need to comply with education regulations in various countries. The following discussion summarizes themost significant laws, rules and regulations that affect our operations in the following countries:

EarlyLearning Regulation in New Zealand, related to Education Angels

EducationAngels is required to be approved by the NZ Ministry of Education (MOE) in order to operate and receive government funding. EducationAngels is approved by the MOE and 50% of Education Angels’ Educator fees are paid for by the NZ Government. The Education and TrainingAct 2020 and the Education (Early Childhood Services) Regulations 2008 are the regulations that must be met by services in order forthem to hold a license and to receive government funding. The standards we are monitored on and are required to meet include:

Asis common with many countries, New Zealand does not require early learning educators to be qualified. However, in order to receive funding,licensed home-based services require one or more coordinators with a recognized early childhood education (ECE) teach qualification anda current practicing certificate.

EducationAngels is currently meeting all requirements in order to maintain its MOE approval.

Expansionof Education Angels to new countries will require similar MOE or DOE approvals in each country in order for the company and parents tobenefit from government financing.

SchoolRegulation in South Africa, related to E-Square

TheSouth African Constitution permits anyone to establish private school, on the basis that the school may not discriminate on the basisof race and it must offer education of a quality not inferior to comparable public schools. All private schools must be registered withthe Department of Education (DOE) in accordance with the South African Schools Act (SASA), 1996. A private school may not operate unlessit is registered with the education department of the province in which it is situation. In the case of E-Square, this is Port Elisabeth,South Africa.

Certainprovinces have additional requirements to be met in order to qualify for potential local government funding options. However, given thechallenges and potential unreliability in these options, E-Square does not currently receive local government funding, and all educationis funded by students and their parents.

FurtherCompany Information

Thenine companies within the Group are as follows:

GeniusGroup Ltd

GeniusGroup Ltd is the holding company that is listed on NYSE American. It is currently a Singapore public limited company which owns the othercompanies in the Group. Prior to a corporate name change in August 2019, it was known as GeniusU Pte Ltd.

GeniusGroup Ltd.’s head office is in Singapore, at the location of Singapore Genius Central. The company has 13 staff including the GeniusGroup board and management. The primary activities of Genius Group are: Setting the overall strategic direction of the Group; oversighton the operational and financial management of each company in the Group; overseeing growth opportunities, mergers and acquisitions;managing financing activities and investor relations; and ensuring all Group companies are aligned to our mission and culture. The companyprovides strategic management, accounting, legal and human resources services to the companies within the Group.

GeniusGroup Ltd.’s revenues are derived from management fees it receives from each Group company. This ranges from 2.5% to 5.0% of revenues.These revenues have been eliminated in our audited accounts. In the fiscal year ended December 31, 2023, the audited financial revenuewas $23.1 million compared to $18.2 million in 2022. The pro forma revenue was $70.4 million for the fiscal year ended December 31, 2023.

Weplan to continue to grow Genius Group Ltd as the holding company for the Group in line with the growth of the Group, with a focus onstrategy, acquisitions, financing, compliance and investor relations.

GeniusULtd

GeniusULtd is the Edtech company within Genius Group. GeniusU Ltd provides the technology that enables us to grow our acquisitions as Edtechcompanies with its Edtech platform, AI digital assistant, personalized learning and global community. This is what we believe gives GeniusGroup its competitive edge, as each student and faculty member is able to use the tools on GeniusU to design their own personalized pathand access the courses and content of all our Group Companies from anywhere in the world.

Thecompany formed in August 2019 under the corporate name GeniusU Pte Ltd, and subsequently converted to a public company, GeniusU Ltd inMay 2021 (as distinct from its parent Genius Group Ltd, the current Group holding company, which until August 2019 used the name GeniusUPte Ltd).

GeniusUprovides free assessments and courses to students, enabling a high volume and low cost of acquisition of new students across all ageranges. A percentage of these students in turn upgrade and pay for events, courses and products on the GeniusU Edtech platform, guidedby our Genie AI digital assistant. A further percentage of these paying students then upgrade to our annual memberships, mentoring andcertification programs, where many choose to become certified as faculty and partners. They in turn host their own events, courses andproducts on GeniusU.

GeniusULtd is 96.55% owned by Genius Group Ltd. It operates as the Edtech company within Genius Group, providing the technology that enablesus to grow our acquisitions as Edtech companies with its Edtech platform, AI digital assistant, personalized learning and global community.

Thecompany manages all design, development, data, content, community and commerce related to our Edtech platform. This is what we believegives Genius Group its competitive edge, as each student and faculty member is able to use the tools on GeniusU to design their own personalizedpath and access the courses and content of all our acquisition companies from anywhere in the world.

Italso has its head office in Singapore, at the same location as Genius Group Ltd. The company has 42 staff, consisting of teams in management,marketing, sales, product, engineering, community, partnerships and operations. This team operates virtually and while team members arein countries around the world, they are based primarily in Singapore, Australia, South Africa, India, Ukraine, U.K and U.S.A.

GeniusULtd generates revenue from education programs hosted on GeniusU by our partners together with revenue from education programs that formour entrepreneur curriculum. The other companies in the Group benefit from GeniusU’s ability to integrate, digitize and distributetheir education programs across different age groups, and the Group in turn benefits from increasing the lifetime value and spend ofeach student by providing a lifelong learning pathway.

GeniusU’sLtd.’s revenues are combined in the Pre-IPO Group revenues. In 2022, the GeniusU’s revenue was $4.9 million, this accountedfor 27% of the group revenue. In 2023, revenue was $2.3 million representing 10% of the group revenue and 3% of the pro forma revenue.The reason for the decline in revenue was mainly lower demand for the online courses compared to year before, to mitigate we are introducingdigital and in person courses in 2024 to improve our conversion. Also, strategic pivot to leverage core business with the developmentof Genius Cities which will focus on AI education and acceleration whilst also leveraging the existing product catalogue.

Atthe end of December, 2023, GeniusU had 3.5 million students of which 3.4 million were free students, 52 thousand had upgraded to payingstudents and 13,002 had upgraded to become faculty or partners. Total students grew by 24% with 378 thousand new students joining in2023. Paying students grew by 42% in 2023. Our faculty and partners remained same in 2023 compared to 2022.

Weplan to continue to grow GeniusU as the growth engine for the Group with a focus on integrating, digitizing and distributing educationcontent from our partners and acquisition companies, while developing our community, platform, technology and see AI capabilities asa significant game changer for the business.

EntrepreneursInstitute

EntrepreneursInstitute is the trading name for Wealth Dynamics Pte Ltd, a Singapore-based private limited company. The company owns and develops theentrepreneur education curriculum and tools in the Group, used by many of the leading fast-growth high-tech companies in the world. InAugust 2019, Genius Group Ltd acquired Entrepreneurs Institute for $8 million.

EntrepreneursInstitute historically generated revenue from education programs and tools including under the Wealth Dynamics, Talent Dynamics and ImpactDynamics brands. It also ran the Global Entrepreneur Summit series in Asia, Australia, Africa, Europe and the U.S., and was the firstcompany to bring its community of entrepreneurs onto the GeniusU Edtech platform.

Priorto the acquisition, Genius Group Ltd received 10% to 30% of Entrepreneurs Institute’s revenue as a platform fee. Following theacquisition of Entrepreneurs Institute, all products have been converted to digital offerings on GeniusU, and all revenues and costsof Entrepreneurs Institute have subsequently been absorbed into GeniusU Ltd, with 100% of revenue becoming Edtech platform revenue in2020.

Thegrowing community within Entrepreneurs Institute has provided a test bed for GeniusU to grow and to now attract other educators to followa similar model for global expansion. The loyalty of entrepreneurs within the community is demonstrated by examples of going from startupto high-growth, initial public offering, and exit over the last 20 years, and now supporting the creation of the Genius Group curriculumfor their own children.

EducationAngels

EducationAngels is a New Zealand-based home childcare and education company. Genius Group Ltd entered into an agreement to purchase EducationAngels in November 2020 and completed the acquisition in April,. The company has a model to train childcare professionals as educatorsfor children from 0-5 years old, developing 21st century play and discovery skills as the first step in the Genius School curriculum.We completed the acquisition of Education Angels on April 30, 2022 and are expanding this model globally via our Edtech platform, withhome educators certified on GeniusU.

Thecompany generates revenue from parents of young children from 0-5 years old paying for an Education Angels’ trained educator toboth educate and care for their child. Educators within a region can provide education and care for up to 4 children at a time and aresupervised by trained teachers. In New Zealand, Education Angels is approved and licensed by the New Zealand Department of Education,and the government funds 50% of the education.

Inthe fiscal year ended December 31, 2022, the audited revenue was $0.6 million compared to $1.1 million for the fiscal year ended December31, 2023. This represents 3% of the group revenue in 2022 and 4% of the group revenue in 2023.

EducationAngels has its head office in Wellington, New Zealand. The company has 20 staff and educators based throughout New Zealand.

Weare integrating to expand this model globally via our Edtech platform, with home educators certified on GeniusU and parents participatingin courses on GeniusU to guide their child’s development in a more personalized way. This will take place as both a parent-fundedmodel and a government funded model in the countries where government funding is available. We are also expanding Education Angels’home-based education model to primary school age, in order to provide parents with the option of guided home schooling in our curriculum.

E-Square

E-Squareis an entrepreneur education campus in South Africa, providing a full range of programs from pre- primary through primary school, secondaryschool and vocational college. Genius Group Ltd completed the acquisition in May, 2022. E-Square’s training programs are government-funded,corporate- sponsored, and include a partnership with Microsoft Imagination Academy, providing technology skills to students. We planto expand this model globally via our Edtech platform, faculty certifications and licenses to schools and vocational colleges.

E-Squaregenerates revenue from students attending their pre-primary, primary and secondary schools, together with their vocational college. Priorto the pandemic, E-Square developed their education system into a hybrid model where students attended classes while completing assignmentsonline on their smart phones. As a result, students can attend teacher-led classes both in person and virtually. When the pandemic resultedin school closures in South Africa, E-Square was able to continue its operations online without undue disruption.

E-Square’sschool curriculum is focused on building vocational and entrepreneurial skills, and its schools are approved by the South Africa Departmentof Education. It is also a certified Microsoft Training Partner and has developed interactive technology courses for students online.

Inthe fiscal year ended December 31, 2022, the audited revenue was $0.3 million. In the fiscal year ended December 31, 2023, revenue was$0.5 million. This represents 2% of the group revenue in 2022 and 2% of the group revenue in 2023.

E-Squarehas its campus in Nelson Mandela Bay Square, Port Elizabeth, South Africa. The school has 37 staff and in 2020 the school had 169 primaryschool students, 209 secondary school students, 90 matric school students and 78 students in vocational training.

Weplan to integrate E-Square’s offering globally through courses, camps and delivery of a full primary school and high school curriculum,and our goal is to integrate E-Square’s innovative approach and courses with GeniusU’s Edtech platform and curriculum inorder to be accessible to our global community. We are also planning expanding our faculty, partnerships and campuses so that primaryand high school students can receive their education and high school diploma online, via guided home schooling or via our campuses andpartner schools.

PropertyInvestors Network

PINrefers to Property Investors Network Ltd combined with its sister company Mastermind Principles Limited, a United Kingdom (“U.K.”)private limited company. PIN is a U.K.-based company that provides investment education through its fifty city chapters and monthly eventsin England, held both virtually and in-person. We believe that PIN is the largest property investor network in England based on studentnumbers, with almost 185 thousand students, of which 113 thousand are free students and 72 thousand are paying students. Genius Groupcompleted the acquisition in April, 2022.

PIN’sstudents join PIN online or via the fifty city chapters managed by PIN City Hosts. Each City Host is an active property investor andeach monthly event is attended by property investors in the local area, where they learn from guest speakers and share opportunities.

PINgenerates revenues from event and membership fees, and from members purchasing property, education courses and mentorship. These includetwo-day summits, six-week microcourses and twelve-month mentorships. During the pandemic all events and programs became completely virtualand revenues saw an increase.

Inthe fiscal year ended December 31, 2022, revenue was $1.9 million. In the fiscal year ended December 31, 2023, revenue was $3.6 million.This represents 11% of the group revenue in 2022 and 16% of the group revenue in 2023.

Weare expanding PIN’s city host model globally, to integrate it with GeniusU’s own City Leader model and to manage all PIN’sevents and community on the GeniusU Edtech platform. We also plan to extend PIN’s courses and certification programs to grow itsfaculty globally, and to integrate its financial literacy, investment literacy and business communication courses in our high schooland university programs. We see these skills as being important parts of our global curriculum.

RevealedFilms

RevealedFilms Inc is a Delaware based Film Production Company and the acquisition was completed October 2022. The company is a film productioncompany based in Utah that launches three to four docu-series per year covering topics such as wealth building, health and nutrition,medical issues, religion, and political matters. The acquisition will enable Genius Group to enhance and supplement its always-evolvingcurriculum with high-quality entrepreneurial education videos.

In2022 the company had 36 staff working as employees or contractors and the audited revenues were $1.3 million. In the year 2023, revenuewas $2.5 million representing 11% of the group revenue and 4% of the pro forma revenue.

RFhas its head office in Utah, United States. The company’s staff is based throughout the United States.

Weplan to expand RF’s project production schedule and developing curriculum to offer it on the GeniusU Edtech platform. We also planto build key courses and certification programs to grow its speaker base globally.

FatBrainAI

FatBrainAI provides powerful and easy-to-use AI solutions to empower the enterprise stars of tomorrow to grow, innovate, and drive the majorityof the global economy. FatBrain AI’s AI 2.0 technologies and advanced data services transform continuous learning, narrative reasoning,large language models, cloud and blockchain technologies into auditable, explainable and easy to integrate AI solutions.

FatBrainAI’s subscriptions allow all companies to deploy its advanced AI solutions quickly, easily, and securely behind their firewallsor via cloud. FatBrain’s global delivery includes 600+ team across design, development centers in the US, UK, India and KazakhRepublic.

Thecompany was acquired by the Group in March 2024 and the pro forma financials include the financial results of FatBrain.

In2023, the FatBrain had 307 staff working as employees or contractors and the revenue in the year 2023 was $51.8 million which represents74% of the pro forma revenue.

TheGenius Group’s principal subsidiaries as at December 31, 2023 were as follows:

D.Property, plants and equipment.

Facilities

GeniusGroup’s principal operational offices are located in Singapore. The Group has a remote working structure for most of our team globally.

GeniusUhas its principal offices located in Singapore at the principal offices of Genius Group.

OurAcquisitions have physical locations of operation as follows.

GeniusGroup’s strategy is to leverage various global infrastructure and remote working methodologies to enable flexible and cost effectiveworking environments for administrative and sales teams, whilst leasing or acquiring property required for location based operations.

LegalProceedings

Fromtime to time, we may be subject to litigation and arbitration claims incidental to its business. Such claims may not be covered by ourinsurance coverage, and even if they are, if claims against our business are successful, they may exceed the limits of applicable insurancecoverage.

A.Directors and senior management.

Thefollowing table sets forth information regarding our executive officers and directors as of the date of this Report.

RogerJames Hamilton has been our Chief Executive Officer and Chairman since 2015. He is also the founder and Chief Executive Officer ofEntrepreneur Resorts Limited, a hospitality company and a subsidiary of Genius Group Ltd, since 2017, where he is responsible for thegrowth of the company’s resorts and beach clubs and led the company through its initial public offering in 2017. Mr. Hamilton isalso founder and Chairman of Entrepreneurs Institute and GeniusU Ltd, which are both companies within Genius Group. Mr. Hamilton is aNew York Times bestselling author and entrepreneur who mentors other entrepreneurs to grow their enterprises and find their flow. Heholds a B.A. from the University of Cambridge.

SurajNaik has been our Chief Technology Officer since 2017 and Director since 2020. Prior to joining the Group, Mr. Naik created an onlineevent ticketing and registration platform, which he later sold to Idea Wave Labs. After successfully launching Wealth Dynamics and MillionaireMaster Plan, where he was responsible for executing a 4-month campaign to ensure placement of The Millionaire Master Plan bookon the bestsellers lists of the New York Times, USA Today, Amazon and Barnes & Noble, Suraj led the launch of GeniusU.Mr. Naik holds an MBA from James Cook University and a bachelor’s degree from Maharaja Sayajirao University.

AdrianReese assumed the role of Chief Financial Officer at Genius Group in March 2024 and brings 25+ years of international finance experiencehaving worked in London, Hong Kong and New York. He held leadership roles at Morgan Stanley, serving as APac CFO for Investment Bankingand Wealth Management, and later overseeing Corporate Financial Planning & Analysis in New York. His most recent experience includesguiding AlTi, an International Wealth and Asset Manager, through a successful listing on the Nasdaq in early 2023. Mr. Reese is a CharteredAccountant, having earned his qualifications with KPMG in the UK

RichardJ. Berman joined Genius Group as a Director since January 2022 and also serves as Genius Group’s Audit Committee Chair. Heholds a BSc and an MBA degree from the Stern School of Business of NYU and U.S. and foreign law degrees. His business career spans over35 years in senior management, mergers and acquisitions, and venture capital. He is a director of four public NASDAQ companies –Cryoport Inc., Comsovereign Holding Corp., BioVie Inc., and Context Therapeutics Inc., and over the last decade he has served on theboard of six companies that have reached over one billion dollars in market cap – Cryoport, Advaxis, EXIDE, Internet Commerce Corp.,Ontrak (Catasys), and Kapitus. His early career began with Goldman Sachs and thereafter he became the Senior Vice President of the BankersTrust Company, where he started the mergers and acquisitions, and leveraged buyout departments.

SalimIsmail joined Genius Group’s Board in October 2023. Salim is a futurist and best-selling author of Exponential Organizationsand Exponential Transformation, and has been building disruptive digital companies as a serial entrepreneur since the early 2000s. Salimis Founding Executive Director of Singularity University and Co-founder and Chairman of OpenExO, a global transformation ecosystem thatconnects world-class professionals with organizations, institutions and people who want to build a better future through cutting-edgeideas and actionable methodologies. Salim founded and led some of the most influential tech companies at the foundation of our digitalsociety, including PubSub Concepts and Angstro, which Google acquired in 2010. He led Yahoo!’s internal incubator, Brickhouse,and is an XPRIZE Foundation Board member.

MichaelMoe joined Genius Group’s Board in June 2024. Michael Moe is the Founder and CEO of GSV, a growth-focused investment platformsince 2010. Michael is also the co-founder of the ASU+GSV Summit, which Forbes called “the Davos of Education.” Michael isa Founder and a Chief Executive Officer at GSV Asset Management since 2010 and also Executive Chairman and Co-Founder at Hi SolutionsMichael is the author of three books, “Finding the Next Starbucks”, “the Global Silicon Valley Handbook” andhis most recent, “The Mission Corporation.” Michael holds a B.A. in Political Science and Economics from the University ofMinnesota and is a CFA (Chartered Financial Analyst).

Riaz Shahjoined Genius Group as a Director in July 2024. He holds a BSc from the University of Bradford Management Centre and attended theAMP from Harvard Business School. He is a Fellow of the Institute of Chartered Accountants in England & Wales. His main career experiencewas over 40 years at EY, the global professional services firm, where he served clients in audit and technology consulting, and heldGlobal and UK leadership positions. His last position was as Global Learning Leader. Riaz is now a Professor of Practice at Hult InternationalBusiness School, and a Senior Partner at Majoritas, a government advisory firm. Riaz founded the One Degree Academy, a school in a disadvantagedarea of London, and in 2023 he was awarded an OBE for Services to Education by HM King Charles.

EvaMantziou assumed the role of CHRO at Genius Group in May 2023. Eva is a graduate of MIT (Massachusetts Instituteof Technology), IESE Business School, and the GLOBAL CEO program organized by WHARTON Business School. She served as a mentor in the“Business in Women’s Hands” mentoring program, guiding technology startups with outstanding track records, where hermentee repeatedly earned the title of Forbes 30 under 30 innovators in technology through mentoring. Additionally, Eva acted as an internationalmentor at the MIT Enterprise Forum, focusing on mentoring scaleups. Over the past 15 years, Eva played a pivotal role in shaping theWork Service Capital Group (now GI Group), overseeing its international structures, M&A, and cross-border development. Work Servicewas a European leader in the fields of personnel outsourcing, HR, and international recruitment, employing 300,000 people. She has extensiveexperience in IPO processes, having taken the Work Service Group public on the Warsaw Stock Exchange with a dual listing on the LondonStock Exchange. During the presidency of Polish President Bronislaw Komorowski, Eva served as his social policy expert, launching severalprojects in cooperation with the Ministry of Labour and Social Policy. She is the co-founder of the business accelerator, Golden Eggs,and has also co-founded several tech companies, including Reconizer and Unfold World.

FamilyRelationships

Thereare no family relationships between any of the directors. There are no family relationships between any director and any of the seniormanagement of our Company.

B.Compensation.

ExecutiveCompensation

Weare not required to disclose compensation paid to our senior management on an individual basis under the laws of Singapore and we havenot otherwise publicly disclosed this information other than in this document and the associated financial statements.

C.Board practices.

Boardof Directors

Ourboard of directors consists of 5 directors, including 2 executive (or otherwise-non-independent) directors and 3 independent directors.We established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee upon the effectivenessof our registration statement on Form F-1, on March 31, 2022. We adopted a charter for each of the three committees. Each of the committeesof our board of directors have the composition and responsibilities described below.

TheSingapore Companies Act requires that we must have at all times at least one director who is ordinarily resident in Singapore. RogerJames Hamilton is ordinarily resident in Singapore. Vacation of all five board positions by these directors shall be deemed to be invalid,absent a prior appointment of another director to the Board who is an ordinarily resident in Singapore.

AuditCommittee

RichardJ. Berman, Salim Ismail and Michael Moe serve as members of our Audit Committee. Richard J. Berman serves as the chairman of the AuditCommittee. Each of our Audit Committee members satisfy the “independence” requirements of the NYSE American listing rulesand meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Richard J. Berman possesses accountingor related financial management experience that qualifies him as an “audit committee financial expert” as defined by therules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and the audits of ourfinancial statements. Our Audit Committee performs several functions, including:

CompensationCommittee

RichardJ. Berman, Salim Ismail and Michael Moe serve as members of our Compensation Committee. Richard J. Berman serves as the chairman of theCompensation Committee. All of our Compensation Committee members satisfy the “independence” requirements of the NYSE Americanlisting rules and meet the independence standards under Rule 10A-3 under the Exchange Act. Our Compensation Committee is responsiblefor overseeing and making recommendations to our board of directors regarding the salaries and other compensation of our executive officersand general employees and providing assistance and recommendations with respect to our compensation policies and practices.

Nominatingand Corporate Governance Committee

RichardJ. Berman, Salim Ismail and Michael Moe serve as members of our Nominating and Corporate Governance Committee. Richard J. Berman servesas the chairman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate Governance Committee memberssatisfy the “independence” requirements of the NYSE American listing rules and meet the independence standards under Rule10A-3 under the Exchange Act. Our Nominating and Corporate Governance Committee is responsible for identifying and proposing new potentialdirector nominees to the board of directors for consideration and reviewing our corporate governance policies.

Dutiesof Directors

UnderSingapore law, our directors have a duty to act honestly, and in good faith in the best interests of our Company. Our directors are alsorequired to use reasonable diligence in the discharge of the duties of their office. Our Company has the right to seek damages if a dutyowed by our directors is breached.

Thebusiness of our Company shall be managed by, or under the direction or supervision of, our directors. Our directors may exercise allthe powers of our Company except any power that the Singapore Companies Act or our constitution requires our Company to exercise in generalmeeting. The functions and powers of our board of directors include, among others:

Termsof Directors and Officers

Ourdirectors are not subject to a set term of office.

Ourconstitution provides that at each annual general meeting, one-third of the directors for the time being, or if the number is not threeor a multiple of three, then the number nearest one-third, shall retire from office by rotation and will be eligible for re-electionat that annual general meeting (the directors so to retire being those longest in office since their last election). The office of adirector will be vacated if, among other things, the director becomes prohibited by law from acting as a director, resigns in writing,has a receiving order made against him or suspends payments or compounds with his/her creditors generally or is found lunatic or becomesof unsound mind.

Ourofficers, such as our Chief Executive Officer and our Chief Financial Officer, are appointed by and serve at the discretion of our boardof directors.

D.Employees

Wecurrently have 300 staff members, with 13 in Genius Group Ltd, 42 in GeniusU Ltd, 133 in University of Antelope Valley, 21 in PropertyInvestors Network, 37 in E-Squared, 20 in Education Angels and 34 in Revealed Films. We operate as one global team with regional leadership,and we have established a remote working culture, which puts us in a strong position to manage environmental, infrastructure and healthevents without any major change to our management process.

Byillustration, our main leadership team works from Singapore, Australia, New Zealand, Indonesia, South Africa, England, Portugal, Polandand the United States. Our accounts team operates from India and our development team works from India, Ukraine and Poland.

ShareIncentive Plan

OurGenius Group share incentive plan (the “Incentive Plan”) was introduced in 2018 to the then-existing employees of GeniusGroup Ltd. We have further adopted Share Incentive Plan 2023 and our intention is to extend it to the Acquisitions and to continue toextend the plan to new employees and new acquisitions.

Thepurpose of our Incentive Plan is to provide eligible persons with an opportunity to share in the growth in value of our shares and toencourage them to improve the performance of Genius Group’s return to shareholders. It is also intended that the Incentive Planwill enable Genius Group to retain and attract skilled and experienced employees.

Insummary, the rules of the Incentive Plan are:

Beloware details of the options and restricted stock units issued to date:

EmploymentAgreements

Wehave entered into employment agreements with each of our executive officers for a specified time period providing that the agreementsare terminable for cause at any time. The terms of these agreements are substantially similar to each other. A senior executive officermay terminate his or her employment at any time upon 30 days’ prior written notice. We may terminate the executive officer’semployment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as convictionor plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct ora failure to perform agreed duties.

Eachexecutive officer has agreed to hold in strict confidence and not to use, except for the benefit of our Company, any proprietary information,technical data, trade secrets and know-how of our Company or the confidential or proprietary information of any third party, includingour subsidiaries and our clients, received by our Company. Each of these executive officers has also agreed to be bound by noncompetitionand non-solicitation restrictions during the term of his or her employment and typically for two years following the last date of employment.

E.Share Ownership

Referto Item 7.A. for details of share ownership by our officers and directors.

Item7. Major Shareholders and Related Party Transactions

A.Share Ownership

Thefollowing table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Prospectus by(i) our officers and directors, (ii) our officers and directors as a group, and (iii) 5% or greater beneficial owners of ordinary shares.

Wehave determined beneficial ownership in accordance with the rules of the NYSE American. These rules generally attribute beneficial ownershipof securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person isalso deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shownas beneficially owned by him, subject to applicable community property laws.