As filed with the Securities and Exchange Commission on September 9, 2022.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Genius Group Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Singapore	8200	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number) 8 Amoy Street, #01-01 Singapore 049950 Tel: +65 8940 1200	(I.R.S. Employer Identification number)

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

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

Tel: (302) 738-6680

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

Copies of all communications, including communications sent to agent for service, should be sent to:

Barry Grossman, Esq.

Benjamin S. Reichel, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

Tel: (212) 370-1300

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

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

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

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

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

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

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant 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 Standards Board to its Accounting Standards Codification after April 5, 2012.

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

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

PRELIMINARY PROSPECTUS           SUBJECT TO COMPLETION           DATED SEPTEMBER 9, 2022

11,572,296 Ordinary Shares

Genius Group Limited

This prospectus relates to the offer and sale from time to time of up to 11,572,296 ordinary shares of Genius Group Limited, a Singapore public limited company (“we,” “us,” “our,” or the “Company”) by the selling shareholder identified in this prospectus. The number of ordinary shares offered for sale by the selling shareholder consists of ordinary shares issuable on conversion of a certain convertible note, as described elsewhere in this prospectus. We are not selling any ordinary shares in this offering and we will not receive any of the proceeds from the sale of ordinary shares by the selling shareholder.

Our ordinary shares are traded on the NYSE American under the symbol “GNS.” On September 2, 2022, the last reported sale price of our ordinary shares on NYSE American was $2.41 per ordinary share.

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

You should 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.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 29 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2022.

Table Of Contents

	Page
About This Prospectus	1
Prospectus Summary	3
Risk Factors	29
Cautionary Note Regarding Forward-Looking Statements	55
Use of Proceeds	57
Dividend Policy	58
Capitalization	59
Summary Combined and Consolidated Financial Data	60
Management’s Discussion and Analysis of Financial Condition and Results of Operations	78
Business	107
Management	175
Security Ownership of Certain Beneficial Owners and Management	181
Certain Relationships and Related Party Transactions	182
Description of Securities	185
Shares Eligible for Future Sale	205
Selling Shareholders	206
Plan of Distribution	207
Certain Material Tax Considerations	208
Expenses of This Offering	215
Legal Matters	216
Experts	216
Enforceability of Civil Liabilities	216
Where You Can Find Additional Information	217
Index to Financial Statements	F-1

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About this Prospectus

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

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared and filed with the Securities and Exchange Commission (the “SEC”). We and the selling shareholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares.

The Pre-IPO Group’s reporting currency is the United States dollar. The functional currencies of Genius Group Ltd and its subsidiaries are their local currencies (Singapore dollar and British pound) and the functional currency of Entrepreneur Resorts and its subsidiaries are their local currencies (Singapore dollar, South African Rand, and Indonesian Rupiah). The Pre-IPO Group 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-functional currencies are recognized in earnings.

Unless otherwise noted, (i) all industry and market data in this prospectus is presented in U.S. dollars, (ii) all financial and other data related 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.

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

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates, surveys, and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. 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 obtained from 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 cause results to differ materially from those expressed in these forecasts and other forward-looking information.

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

We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are 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.

This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in 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 endorsement or sponsorship of us by, any other person.

For investors outside of the United States: Neither we nor the selling shareholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the

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United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside of the United States.

For investors in Singapore: This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, our ordinary shares were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our ordinary shares, has not been circulated or distributed, nor will 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) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where our 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 investments and 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 trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ordinary shares pursuant to an offer made under Section 275 of the SFA, except:

Ø to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) of the SFA or Section 276(4)(c)(ii) of the SFA;

Ø where no consideration is or will be given for the transfer;

Ø where the transfer is by operation of law;

Ø as specified in Section 276(7) of the SFA; or

Ø as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA 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 subsidiary legislation as may be applicable at the relevant time.

Notification under Section 309B(1)(c) of the SFA: The Company has determined, and hereby notifies all persons (including relevant persons (as defined in 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 Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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

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Prospectus Summary

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

Overview

A Brief Glossary

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

AI is an abbreviation of Artificial Intelligence and refers to technology that enables machine learning, specifically in the case of Genius Group where our Genie virtual assistant is able to recommend personalized steps for each student based on Genie learning the personal strengths, passions, purpose, preferences and level of each student through their inputs on our Edtech platform.

Certification refers 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.

City Leader refers to our Mentors who host monthly events in their city to support the Students and Mentors in their local area.

Convertible Note or convertible note refers to $18,130,000 in face amount of a senior secured convertible note purchased for $17,000,000 by the selling shareholder or its affiliates or assigns in a transaction that closed on August 26, 2022, which is convertible into our ordinary shares at an initial fixed price of $5.17, subject to adjustment for stock dividends, stock splits, anti-dilution and other customary adjustment events. The ordinary shares issuable upon conversion of the convertible note are being registered and will be sold pursuant to this prospectus by the selling shareholder. In addition, subject to the satisfaction of equity conditions, we may, at our election, make monthly principal amortization payments in our ordinary shares. If we elect to make amortization payments in ordinary shares, such ordinary shares will be valued at the lowest of (x) the fixed conversion price, (y) 90% of the volume weighted average price of our ordinary shares on the trading day preceding the amortization payment date and (z) 90% of the average of the three lowest volume weighted average prices for our ordinary shares during the 20 trading days preceding the amortization payment date.

E-Square refers to E-Squared Education Enterprises (Pty) Ltd, a South African private limited company and one of the IPO Acquisitions as defined below.

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

Education Angels refers to Education Angels in Home Childcare Limited, a New Zealand private limited company and one of the IPO Acquisitions as defined below.

Genius Group (or the Group) refers to the entire group of companies within Genius Group, which include the four companies in the Pre-IPO Group and, following the closing of their acquisitions, the four IPO Acquisitions as defined below.

Entrepreneurs Institute refers to Wealth Dynamics Pte Ltd, a Singapore private limited company and one of the companies in the Pre-IPO Group.

Entrepreneur Resorts refers to Entrepreneur Resorts Limited, a Seychelles public listed company on the Seychelles Merj Stock Exchange (MERJ: ERL). Entrepreneur Resorts was acquired by Genius Group in 2020.

Genius Group Ltd refers specifically to the holding company, Genius Group Limited, a Singapore public limited company and publicly listed on the NYSE American under the symbol “GNS,” which owns the other companies in the Group. Prior to a corporate name change in July 2019, it was known as GeniusU Pte Ltd. For the avoidance of doubt, references in this prospectus to Genius

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Group Ltd with respect to periods prior to its July 2019 name change should be understood as references to the company as operated under its previous name.

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

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.

IASB refers to International Accounting Standards Board.

IFRS refers to International Financial Reporting Standards as issued by IASB.

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

IPO Acquisitions refers to the four companies whose acquisitions have closed following our IPO: Education Angels, Property Investors Network, E-Square and University of Antelope Valley.

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

microcamp refers to courses that are a combination of digital content on our GeniusU Edtech platform and live in-person courses conducted with our Mentors.

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

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

New Paying Students refer to the total number of paying students who have become customers for the first time during the period.

New Students refer to the total number of new students who joined as a student during the period.

Ordinary Shares or ordinary shares refers to our ordinary shares, no par value.

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

Pre-IPO Group refers to the four companies which were already operating as a group prior to the IPO, namely Genius Group Ltd, GeniusU Ltd, Entrepreneurs Institute and Entrepreneur Resorts.

Property Investors Network (or PIN) refers to Property Investors Network Ltd, combined with its sister company Mastermind Principles Limited, a United Kingdom (“U.K.”) private limited company and one of the IPO Acquisitions as defined above.

Registration Statement refers to the Company’s registration statement on Form F-1, of which this prospectus forms a part.

students refer to all individuals who have registered for courses in our Group companies. This is further divided into free students, who have registered for free courses, and paying students, who have registered and paid for courses.

University of Antelope Valley (or UAV) refers to University of Antelope Valley, Inc., a California corporation and one of the IPO Acquisitions as defined above.

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Our Company

We believe that we are a world leading entrepreneur Edtech and education group. 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’s market.

To help achieve our mission, we have grown from a Pre-IPO Group of four companies to a post IPO Group of eight companies, following the closing of the four IPO Acquisitions.

Our Pre-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.

As of December 31, 2021, the Pre-IPO Group had 2.66 million students, with 2.62 million free students and 37,361 paying students, together with over 10,000 partners.

The entrepreneur education system of our Pre-IPO Group has been delivered virtually and in-person, in multiple languages, locally and globally mainly via our GeniusU Edtech platform to adults seeking to grow their entrepreneur and leadership skills. Our partners and community are global with an average of 7,500 new students joining our GeniusU platform each week in 2021. 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 online tools.

We are expanding our education system to age groups beyond our adult audience, to children and young adults. The four IPO Acquisitions that are included in this prospectus are our first step towards this expansion. They include: Education Angels, which provides early learning in New Zealand for children from 0-5 years old; E-Square, which provides primary and secondary school education in South Africa; University of Antelope Valley, which provides vocational certifications and university degrees in California, USA; and Property Investors Network, which provides property investment courses and events in England, UK.

We are combining their education programs with our current education programs and Edtech platform as part of one lifelong learning system, and we have selected these acquisitions because they already share aspects of our Genius Curriculum and our focus on entrepreneur education. These four IPO Acquisitions added a total of 126,822 free students, 35,061 paying students and 2,500+ faculty partners to our Group in 2021.

The four IPO Acquisitions added $15.8 million in revenue to the group in 2021, which represents 55% of the $28.6 million Group revenue during this period, while the Pre-IPO Group generated $12.8 million. This represents a 67% growth year-on-year in Pre-IPO Group revenues compared to $7.6 million in 2020.

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

We define “entrepreneur education” as personalized discovery-based learning that leads to higher levels of self-awareness, self-mastery and self-expression. We believe this in turn develops leadership and entrepreneurial skills through which students 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.

We also 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 — Our Genius Curriculum” section below.

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

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We have built our Pre-IPO Group of entrepreneur education companies to date through organic growth and acquisitions, with a focus on adding value to each company through GeniusU, which we are developing to provide AI-driven personal recommendations and guidance for each student. Our growth prior to our IPO has been internally funded from our entrepreneur community to date through over 500 shareholders who have collectively invested approximately $10 million in Genius Group Ltd over the last five years.

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On our Edtech platform, GeniusU, we are developing our Genie AI virtual assistant to give each student a personalized learning path at every stage of their education, with an intention for this to be delivered at every age from 0 to 100 years old.

Currently, our system begins by identifying the preferences and level of each of our adult students, who can then connect with other students, Mentors and faculty members based on their talents, passions and driving purpose. Students and Mentors then progress through challenge-based microschools, 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

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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 of global and local faculty.

With our planned integration of additional age groups, beginning with our four IPO Acquisitions, we are extending our offering within our system so that 0 to 5 year old students can learn their natural way to learn and play, 6 to 12 year old students can build their life leadership and entrepreneurial skills, 13 to 21 year old students can learn how to start their business, join our global mentorship program with a small business or learn key vocational skills in our camps and competitions, and the over 21 year old students take our courses and receive mentorship for every level of business from startup to large corporations seeking an entrepreneurial edge.

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

We have grown and will continue to grow through a combination of organic growth and acquisition. Our organic growth is a result of attracting our students to the courses on our Edtech platform, and attracting partners and faculty who market and deliver the courses. These courses include our own wholly-owned curriculum together with courses that our partners and faculty add to our curriculum.

We also partnered and intend to continue to partner with and, where appropriate, acquire companies that have courses, faculty and communities that we believe provide a valuable addition to our Group. We plan to add their courses to GeniusU, providing a full lifelong learning pathway that can be accessed by our community globally, with the direction of our Genie AI and with the support of our global and local faculty. We plan to continue this strategy of acquiring companies and then adding value to them by combining them in one Edtech platform and curriculum, which to date has enabled us to maintain 50%+ year-on-year growth.

As of December 31, 2021, overall partnership revenues contribute 32% towards the revenue of the Education company with the remaining 68% of revenue is from our fully owned courses and curriculum. We have seen an increase in partners globally year on year and our partner growth in 2021 was 60% from 2020. As of the date of this prospectus, we have over 1,400 events, courses and products listed on our digital platform; partners earn commissions as a result of sales processed through our platform. Due to the number of faculty and partners, together with the number of courses and products delivered on our platform, there is no one partner or product that makes up more than 5% of our revenues.

We are following a fifteen-year growth plan:

In phase one, from 2015 to 2020, our focus has been attracting adult entrepreneurs to use our entrepreneur education tools and proving our Edtech business model in countries around the world. The result of this phase is the Pre-IPO Group presented in this prospectus.

In phase two, from 2020 to 2025, our goal is to integrate our education tools into the existing education system through licenses, partnerships and acquisitions, with our aspiration for our entrepreneur education programs and Edtech platform becoming the programs and platform of choice by schools, colleges, universities and companies in our target markets. The IPO and the IPO Acquisitions were the first steps in this phase.

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

Recent Developments

IPO and IPO Acquisitions. On April 14, 2022, we consummated our initial public offering on the NYSE American (ticker: GNS), with the issuance of 3,272,727 ordinary shares at an initial offering price of $6.00 per share. We closed the four IPO Acquisitions, Education Angels, Property Investors Network, E-Square and UAV, as of April 19, 2022, April 30, 2022, May 31, 2022, and July 7, 2022, respectively. See “Business – Further Company Information” for details regarding closings of the IPO Acquisitions.

Appointment of New Officers. We added new members to our management team in 2022. Mr. Erez Simha has joined the Company’s management team, effective July 18, 2022, as the Chief Financial Officer. Mr. Simha replaced Mr. Jeremy Harris, who had been the Company’s prior Chief Financial Officer for several years. In addition, Mr. Bradley Joseph Warkins and Mr. Ravinder Karwal joined the Company’s management team, effective April 11, 2022, and June 29, 2022, as the Chief Operating Officer and Chief Revenue Officer, respectively. See “Management” for the biographies of the new officers.

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Convertible Note. On August 24, 2022, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor pursuant to which we sold a senior secured convertible note in the aggregate principal amount of $18,130,000 to an investor for a purchase price of $17 million (an original issue discount of 6%), in a transaction (the “Transaction”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The convertible note is convertible, at the holder’s option, into our ordinary shares, initially at a fixed conversion price of $5.17, subject to adjustment for stock dividends, stock splits, anti-dilution and other customary adjustment events (without taking into account the limitations on the conversion of the Convertible Note as described elsewhere in this prospectus). The number of ordinary shares to be issued may be substantially greater, if the Convertible Note is converted into ordinary shares following and during the continuation of an Event of Default (as defined in the Convertible Note) at the alternate conversion price as described elsewhere in this prospectus. In such cases, the number of shares issued will be based on the lowest conversion price in accordance with a formula determined based upon 85% of the volume weighted average of the market price of our ordinary shares during certain measuring periods. For the purposes of this prospectus, we have estimated the maximum number of ordinary shares that may ultimately be issued under the Convertible Note to be 11,572,296 shares, although the actual amount may be greater.

The Transaction closed on August 26, 2022. See “Prospectus Summary – Securities Purchase Agreement for the Sale of Convertible Note in the Principal Amount of $18.13 Million” for more detailed information.

History and Corporate Structure

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

Through the global financial crisis that commenced in 2008, it became clear to Roger Hamilton, our Chief Executive Officer, and the senior management team of Wealth Dynamics that the number of entrepreneurs and small business owners around the world was growing dramatically and in need of 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, only around a third of businesses have survived.

From 2012 to 2015, Genius Group developed a number of initiatives under the Entrepreneurs Institute brand. This included the Global Entrepreneur Summit and Entrepreneur Fast Track Event series, which we believe is now the largest entrepreneur seminar series hosted in 18 countries annually. It also included Talent Dynamics, a corporate version of Wealth Dynamics used by large multinationals, and a full entrepreneur system to grow from startup to the first million dollars in revenue called “The Millionaire Masterplan” which became a New York Times bestselling book in 2014.

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

From 2015 to 2017, GeniusU grew rapidly from 313,000 students in the first year to 736,000 students by the third year. During this time, Entrepreneurs Institute had continued to grow and a third company under Roger Hamilton’s majority ownership, Entrepreneur Resorts Limited, had been established to expand on the successful and profitable model of providing entrepreneur retreats and co-working spaces 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-based entrepreneur beach club.

At the end of 2018, the only company in the Group was GeniusU Pte Ltd, which changed its name to Genius Group Ltd. This company was in its third full year of operation as an Edtech company. Genius Group Ltd had grown in its first three years to 1.2 million students with revenues of $4.8 million and net loss of $0.5 million in 2018. Total assets at the end of 2018 were $1.7 million, total liabilities were $2.1 million and total shareholders’ deficit was $(0.4) million.

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At the end of 2019, Genius Group had grown to include Genius Group Ltd, GeniusU Ltd and Entrepreneurs Institute, with GeniusU Ltd formed as a 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 July 2020, were $9.9 million, net loss before tax was $(1.1) million after eliminations and Adjusted EBITDA was $1.2 million. Total assets at the end of 2019 were $17.6 million, total liabilities were $12.2 million and total shareholders’ equity was $5.3 million. Our revenue growth 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% growth from acquisition. These four companies make up the Pre-IPO Group, and audited financials of this Pre-IPO Group are provided below for both 2019 and 2020 as they were under common control prior to the acquisitions.

At the end of 2020, Genius Group had entered into agreements to secure the four IPO Acquisitions: Education Angels, E-Square, Property Investors Network and University of Antelope Valley. Education Angels and Property Investors Network closed with the completion of the IPO, while E-Square closed shortly thereafter in May 2022 and University of Antelope Valley on July 7, 2022. Therefore, all four IPO Acquisitions are not currently part of our consolidated audited results as they were not under our ownership during the 2021 financial year. We have provided pro forma accounts in this filing that include both the Pre-IPO Group and the four IPO Acquisitions for 2019, 2020 and 2021.

Based on pro forma financials, combined revenues in 2020 of the Pre-IPO Group and IPO Acquisitions were $24.2 million, with $15.5 million in gross profit, ($0.3) million in operating loss, ($1.0) million in net loss and $4.6 million in Adjusted EBITDA. On the Pre-IPO Group balance sheet, assets at the end of 2020 were $17.0 million, total liabilities were $9.3 million and total shareholders’ equity was $7.7 million.

The $24.2 million in pro forma revenue was the combination of $7.6 million in revenue from the Pre-IPO Group, and $16.6 million in revenue from the IPO Acquisitions. This further breaks down to the following revenue from each IPO Acquisition: University of Antelope Valley, $10.1 million revenue (41% of total); Property Investors Network, $4.6 million revenue (19% of total); Education Angels, $1.1 million revenue (5% of total); and E-Square, $0.8 million (3% of total). Total assets at the end of 2020 for the Pre-IPO Group were $17 million, total liabilities were $9.3 million and total shareholders’ equity was $7.7 million.

In 2020, 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, ($3.1) million in net loss 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 the COVID-19 pandemic on Entrepreneur Resorts, as discussed elsewhere in this prospectus. When combined with the IPO Acquisitions, pro forma revenue was $24.2 million in 2020, representing a 144% year-on-year increase. This growth consisted of the 23% reduction in the Pre-IPO Group revenue from 2019 to 2020, combined with an additional 167% growth in pro forma revenue in 2020 from our four IPO Acquisitions.

At the end of 2021, we continued to grow the Group without completing any new acquisitions. Based on pro forma financials, combined revenues in the fiscal year ended December 31, 2021 were $28.6 million, with $12.7 million in gross profit, ($4.3) million in operating loss, ($4.2) million in net loss and $0.3 million in Adjusted EBITDA. Based on the pro forma Group balance sheet, assets at the end of December 2021 were $87.2 million, total liabilities were $34.6 million and total shareholders’ equity was $52.6 million.

The $28.6 million in pro forma revenue was the combination of $12.8 million in revenue from the Pre-IPO Group, and $15.8 million in pro forma revenue from the IPO Acquisitions. This further breaks down to the following revenue from each IPO Acquisition: University of Antelope Valley, $9.0 million revenue (32% of total), with a further $1.1 million of other income from government grants not included in this total; Property Investors Network, $5.1 million revenue (18% of total); Education Angels, $0.9 million revenue (3% of total); and E-Square, $0.7 million (3% of total).

Pro forma revenue grew year-on-year by 18% in the year ended December 31, 2021. The Pre-IPO Group grew by 67% and the IPO Acquisitions reduced in revenue by 5%.

The two main revenue segments of the Pre-IPO Group are made up of education revenue and campus revenue.

Our education revenue is the combined revenue of Genius Group Ltd, GeniusU Ltd and Entrepreneurs Institute. This grew from $5.6 million in 2020 to $9.7 million in the fiscal year ended December 31, 2021.

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Our campus revenue is the revenue of Entrepreneur Resorts Ltd. This increased from $2.0 million in 2020 to $3.1 million in the fiscal year ended December 31, 2021 as our campus venues began to reopen in line with easing of pandemic restrictions.

When combined with the revenue of the IPO Acquisitions, of which 100% is education revenue, our pro forma education revenue for the Group was $22.2 million in 2020 and $25.5 million in the fiscal year ended December 31, 2021, and our campus revenue for the Group was $2.0 million in 2020 and $3.1 million in the fiscal year ended December 31, 2021.

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

Our Mission

“Education is the most powerful weapon which you can use to change the world.”

— Nelson Mandela

Our mission is to develop an entrepreneur education system that prepares students for the 21st century. We believe that the current global education system is in need of a more relevant, upgraded, student-centered curriculum that is both high-tech and high-touch.

For students who may struggle with typical test-focused, classroom-based, one-size-fits-all schooling, our mission is to provide the option of a personalized, passion-focused, purpose-based, flexible system that enables them to design a life that enables them to ignite their own genius.

For parents facing limited 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 circumstances and facilitate child success.

For teachers, our mission is to provide a global platform that rewards thought leaders for the best content and courses, enabling the best coursework to grow globally.

For schools and colleges that are under-resourced and facing increasing demands of changing global economics and an uncertain future of work, our mission is to provide a cutting-edge curriculum to enable them to prepare their students effectively to get and create jobs and learn key life skills.

For companies struggling to find students with the leadership and technical skills to be employable, our mission is to provide company-sponsored programs that ensure a ready stream of employable students.

For governments under pressure to deliver an effective education with employable students and facing various barriers to rapid innovation, our mission is to innovate within the existing system, our mission is to provide a viable alternative to the current system.

Our Genius Curriculum

Our curriculum is being created in direct response to the challenges in the current education system. We began by creating an adult-based curriculum as an addition to the existing education system. Beginning with the IPO Acquisitions, we are developing a lifelong curriculum that serves as a supplement to the existing education system, and in time we aspire to create a fully accredited replacement to the traditional U.S. school and university pathway, with an entrepreneurial alternative to the current systems offered from primary school and secondary school through to university, ongoing vocational training and entrepreneurial training.

Our Entrepreneur Education Vision

We define “entrepreneur education” as personalized discovery-based learning that leads to higher levels of self- awareness, self-mastery and self-expression. We believe this in turn develops leadership and entrepreneurial skills in which students 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. We also believe these skills can be learned at any age, enabling adults to reskill and upskill themselves.

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Our vision is of an education system based on our definition of “entrepreneur education” above, which can be developed and delivered globally, providing personalized discovery-based learning at all ages. Each of our Pre-IPO Group companies and IPO Acquisitions share a similar vision and have been striving to deliver on this vision to varying degrees. We provide more details of this, together with the commonality and differences between the companies with respect to our Genius Curriculum below.

Our Genius Curriculum is a combination of elements that include our Entrepreneur Education Vision, 8 “Education 4.0” Pillars, our Genius Learning Methodology, our 10 Genius Principles, our C.L.E.A.R. Philosophy and our Courses, Products and Services. Each of our Pre-IPO Group companies and IPO Acquisitions share certain aspects of these elements, and our plan is to introduce further aspects of these elements as we integrate their education systems into our Genius Curriculum. Below is an explanation of each of these elements, together with our integration plans for each company.

The 8 “Education 4.0” Pillars

We believe that the problem that we are solving is that individuals from students to employees to freelancers to startup founders want to learn how to be entrepreneurial and “create a job” instead of needing to “get a job.” We believe that the current education system and online courses do not provide any recognized curriculum that can be relied upon.

This problem has been highlighted in the recent World Economic Forum white paper, on the need for a 21^st century education system. They published the report in January 2020, just months before the COVID-19 pandemic began.

In the report the World Economic Forum identified eight critical characteristics in learning content and experiences that define high-quality learning in the Fourth Industrial Revolution: “Education 4.0.”

The eight critical characteristics in the World Economic Forum “Education 4.0” white paper are the same eight pillars that define our entrepreneur education curriculum:

1. Global citizenship skills: Include content that focuses on building awareness about the wider world, sustainability and playing an active role in the global community.

2. Innovation and creativity skills: Include content that fosters skills required for innovation, including complex problem-solving, analytical thinking, creativity and systems analysis.

3. Technology skills: Include content that is based on developing digital skills, including programming, digital responsibility and the use of technology.

4. Interpersonal skills: Include content that focuses on interpersonal emotional intelligence, including empathy, cooperation, negotiation, leadership and social awareness.

5. Personalized and self-paced learning: Move from a system where learning is standardized, to one based on the diverse individual needs of each learner, and flexible enough to enable each learner to progress at their own pace.

6. Accessible and inclusive learning: Move from a system where learning is confined to those with access to school buildings to one in which everyone has access to learning and is therefore inclusive.

7. Problem-based and collaborative learning: Move from process-based to project- and problem-based content delivery, requiring peer collaboration and more closely mirroring the future of work.

8. Lifelong and student-driven learning: Move from a system where learning and skills decrease over one’s lifespan to one where everyone continuously improves on existing skills and acquires new ones based on their individual needs.

The first example that the World Economic Forum report gave of a school that is practicing these eight characteristics is the Green School in Bali. This is the school where Roger James Hamilton, Founder and Chief Executive Officer of Genius Group Ltd, served as the founding Chairman of the Board for two years and oversaw the creation of the Green School curriculum. Genius Group is the evolution of this early work, and the Genius School curriculum has grown into the following critical differentiating components:

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Genius School vs Traditional School

Ø Student-based and Personalized vs Classroom-based and Standardized;

Ø 21^st Century Leadership Skills vs Teaching to the Test;

Ø Collaborative vs Competitive;

Ø Challenge-based vs Course-based;

Ø Accelerated learning vs Rote learning;

Ø Global and flexible vs Local;

Ø Tech-based vs Textbook-based; and

Ø Multiple Mentors per challenge vs One teacher per class.

Genius Group delivers a full entrepreneur education system which we believe has already proven to be in high demand, with over 2.7 million students across 20,345 cities already using the curriculum in camps, events, accelerators, schools and companies. The curriculum is being used by leading companies and schools around the world. The campuses range from schools to colleges, resorts and co-working offices. The calendar includes over 500 local, online events and microdegrees on our Edtech platform, GeniusU.

Our Genius Learning Methodology

Many learning methodologies are based on “Pedagogy.” Our Genius learning methodology is based on “Andragogy.” This is an important difference, as the IPO Acquisitions that we have chosen also have a shared learning methodology of Andragogy, or the potential for such a methodology to be added based on our post-acquisition growth plans. The definitions of these terms are:

Pedagogy: This word is derived from the Greek words paidi (child) + ago (guide), and refers to the science and practice of teaching and guiding a child to achieve specific outcomes in their education.

Andragogy: This word is derived from the Greek words andras (man) + ago (guide) and refers to the science and practice of how adults (and children) develop self-directed learning to guide their own development.

Andragogy is already commonly adopted as a practice by children as well as adults when they learn computer games or new applications on the internet. It is also how children and adults develop skills they are interested in such as learning a new sport, musical instrument or language, and it is the same practice that self- employed individuals, business owners and entrepreneurs use to “learn by doing.”

Our Genius learning methodology is based on ten Genius Principles and practices that we have found develop an environment of self-directed learning. GeniusU and our Genius curriculum are built on these ten principles. By delivering our curriculum by following the practices behind the principles, we have experienced a high level of student success in building self-directed learning, leadership and entrepreneurial skills such as resourcefulness, innovation and value creation.

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

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Our Competitive Strengths

Among other factors, we believe that our team, niche focus in the market, Edtech platform, and our products provide us with competitive strengths for the following reasons (see the prospectus section entitled “Business — Our Competitive Strengths” for more detailed information):

Ø Our board of directors (“Board”), management, and faculty include (i) experienced individuals in managing and mentoring entrepreneurs and entrepreneurial teams, (ii) leading entrepreneur teachers, trainers and mentors around the world with their own schools and training organizations established often before joining our faculty, and (iii) individuals with experience and skills in building and listing public companies;

Ø Our niche focus on entrepreneur education has enabled us to build what we believe to be a strong position within the global market, based on the 2.7 million students that our Pre-IPO Group has attracted as of December 31, 2021;

Ø We believe that our Edtech platform 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;

Ø We believe that that we are offering world leading products, and are known for the quality that we deliver; and

Ø Our companies include Entrepreneurs Institute, which we believe operates the world’s leading entrepreneur assessment tools.

Our Strategy

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

1. Educate entrepreneurs (2015-2020);

2. Expand to schools and colleges (2020-2025); and

3. Establish a full alternative curriculum (2025-2030).

Our intention is to be able to deliver a more effective, engaging, relevant and flexible education system at a third of the current price of education. See the prospectus section entitled “Business — Our Strategy” for more detailed information concerning our strategy and its implementation.

Summary of Risk Factors

Our business is subject to multiple risks and uncertainties, as more fully described in “Risk Factors” and elsewhere in this prospectus. We urge you to read the section entitled “Risk Factors” and this prospectus in full. Our principal risks may be summarized as follows:

Risks Related to Our Business and Industry (All Group companies)

Ø We are a global business subject to complex economic, legal, political, tax, foreign currency and other risks associated with international operations, which risks may be difficult to adequately address.

Ø Our growth strategy anticipates that we will create new products, services, and distribution channels and expand existing distribution channels. If we are unable to effectively manage these initiatives, our business, financial condition, results of operations and cash flows would be adversely affected.

Ø Our growth may have a negative effect on the successful expansion of our business, on our people management, and on the increase in complexity of our software and platforms.

Ø If our growth rate decelerates significantly, our prospects and financial results would be adversely affected, preventing us from achieving profitability.

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Ø We may be unable to recruit, train and/or retain qualified teachers, Mentors, and other skilled professionals.

Ø Our business may be materially adversely affected if we are not able to maintain or improve the content of our existing courses or to develop new courses on a timely basis and in a cost-effective manner.

Ø Failure to attract and retain students to enroll in our courses and programs, and to maintain tuition levels, may have a material adverse impact on our business and prospects.

Ø If student performance falls or parent and student satisfaction declines, a significant number of students may not remain enrolled in our programs, and our business, financial condition and results of operations will be adversely affected.

Ø Our curriculum and approach to instruction may not achieve widespread acceptance, which would limit our growth and profitability.

Ø The continued development of our brand identity is important to our business. If we are not able to maintain and enhance our brand, our business and operating results may suffer.

Ø If our partnerships are unable to maintain educational quality, we may be adversely affected.

Ø There is significant competition in the market segments that we serve, and we expect such competition to increase; we may not be able to compete effectively.

Ø The COVID-19 pandemic has significantly negatively impacted segments of our business and may continue to do so.

Ø Our business and operations may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

Ø Our business may be materially adversely affected by a general economic slowdown or recession.

Ø We may be sued for infringement of the intellectual property rights of others and such actions would be costly to defend, could require us to pay damages and could limit our ability or increase our costs to use certain technologies in the future.

Ø We cannot assure you that we will not be subject to liability claims for any inaccurate or inappropriate content in our training programs, which could cause us to incur legal costs and damage our reputation.

Ø We may be subject to legal liability resulting from the actions of third parties, including independent contractors and teachers, which could cause us to incur substantial costs and damage our reputation.

Ø We may not have sufficient insurance to protect ourselves against substantial losses.

Risks Related to Our Business and Industry (Specific to Pre-IPO Group)

Ø We are a growing company with a limited operating history. If we fail to achieve further marketplace acceptance for our products and services, our business, financial condition and results of operations will be adversely affected.

Ø Our Edtech platform is technologically complex, and potential defects in our platforms or in updates to our platforms could be difficult or even impossible to fix.

Ø System disruptions, capacity constraints and vulnerability from security risks to our online computer networks could impact our ability to generate revenues and damage our reputation, limiting our ability to attract and retain students.

Ø Our current success and future growth depend on the continued acceptance of the Internet and the corresponding growth in users seeking educational services on the Internet.

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Ø We are susceptible to the illegal or improper use of our content, Edtech and platform (whether from students, teachers, Mentors, management personnel and other employees, or third parties), or other forms of misconduct, which could expose us to liability and damage our business and brand.

Ø We may be unable to manage and adapt to changes in technology.

Ø We must monitor and protect our Internet domain names to preserve their value.

Ø The long-term success of our campuses is highly dependent on our ability to effectively identify and secure appropriate sites for new resorts and cafes.

Ø Increases in labor costs, labor shortages, and any difficulties in attracting, motivating, and retaining well- qualified employees within the hospitality industry could have an adverse effect on our business, financial condition, and results of operations for our resorts and cafes.

Risks Related to Our Business and Industry (Specific to IPO Acquisitions)

Ø We acquired the IPO Acquisitions and may pursue other strategic acquisitions or investments. The failure of an acquisition or investment to be completed or to produce the anticipated results, or the inability to fully integrate an acquired company, could harm our business.

Ø The continued success of our IPO Acquisitions depends initially on the value of the local brands of each of the companies and how we integrate those brands with Genius Group and GeniusU, which may be materially adversely affected by changes in current and prospective students’ perceptions post-acquisition.

Ø Growing the certified education courses offered by our IPO Acquisitions could be difficult for us

Ø Our IPO Acquisitions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations may materially adversely affect our business, financial condition and results of operations.

Ø Regulatory changes that affect the timing of government-sponsored student aid payments or receipt of government-sponsored financial aid could materially adversely affect our liquidity.

Ø The changing public perception and changes to government policies with respect to private schools may have a materially adverse impact on our IPO Acquisitions and our overall plans to expand in the early learning, primary school, secondary school and university markets.

Ø The poor performance or reputation of other early learning schools or the industry as a whole could tarnish the reputation of our IPO Acquisition, Education Angels, which could have a negative impact on its business.

Ø Changes in the demand for childcare and workplace solutions, which may be negatively affected by demographic trends and economic conditions, including unemployment rates, may affect Education Angels.

Ø The expansion of Education Angels into certain markets including the United States may be negatively impacted by increased competition based on changes in government regulation and benefit programs.

Ø Our IPO Acquisition, E-Square, may be negatively affected by the economic and political conditions in South Africa.

Ø Public perception and regulatory changes in the primary school and secondary school systems in countries that E-Square may expand to may have a materially adverse impact on the company.

Ø Our growth plans for E-Square and our plans to expand into the primary school and high school markets will be a complex and lengthy process where future success is not assured.

Ø If we cannot maintain student enrollments and maintain tuition levels in our IPO Acquisition, UAV, the university’s results of operations may be materially adversely affected.

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Ø The reputation of UAV may be negatively influenced by the actions of other for-profit and private universities.

Ø The university and vocational college market is very competitive, and we may not be able to achieve our growth plans with UAV.

Ø If the graduates of UAV are unable to obtain professional licenses or certifications required for employment in their chosen fields of study, the university’s reputation may suffer and we may face declining enrollments and revenues or be subject to student litigation.

Ø If the graduates of UAV to not meet possible future standards of “gainful employment,” this may negatively affect the university’s reputation and access to government funding.

Ø Growing the online academic programs of UAV on the GeniusU Edtech platform could be difficult for us.

Ø If for-profit universities and colleges, which offer online education alternatives different from ours, perform poorly, it could tarnish the reputation of online education as a whole, which could impair UAV’s ability to grow its business.

Ø Our growth plans for UAV and our plans to expand into the university and vocational college market in the United States and globally is a complex and lengthy process, exposing us to risks inherent in international growth.

Ø The course content of our IPO Acquisition, PIN, requires ongoing updating based on the current government regulations and market conditions of the property market.

Ø The wide range of differences between the property markets in different countries may make it challenging for PIN to achieve its global expansion plan.

Ø The reputation of PIN may be negatively influenced by the actions of other property investing training companies and courses.

Risks Related to Investing in a Foreign Issuer or a Singapore Company

Ø As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of certain requirements under the NYSE American listing standards. This may afford less protection to holders of our ordinary shares than U.S. regulations.

Ø We are a foreign private issuer and, as a result, we are not subject to U.S. proxy rules, and instead will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less detailed than those for a U.S. issuer.

Ø We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

Ø We are a Singapore incorporated company and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in Singapore.

Ø We are incorporated in Singapore and our shareholders may have more difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States.

Ø We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

Ø Singapore take-over laws contain provisions that may vary from those in other jurisdictions.

Ø Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, the Singapore Companies Act and our constitution, our directors may allot and issue new ordinary shares on terms and conditions and for such purposes as may be determined by our Board in its sole discretion.

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Ø We may be or become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

Ø Singapore taxes may differ from the tax laws of other jurisdictions.

Ø Tax authorities could challenge the allocation of income and deductions among our subsidiaries, which could increase our overall tax liability.

Risks Related to this Offering and Ownership of Ordinary Shares

Ø The requirement that we repay the Convertible Note and interest thereon in cash under certain circumstances, and the restrictive covenants contained in the Convertible Note, could adversely affect our business plan, liquidity, financial condition, and results of operations.

Ø Our assets and the assets of certain of our subsidiaries have been pledged as security for our obligations under the Convertible Note, and our default with respect to those obligations could result in the transfer of our assets to our creditor. Such a transfer could have a material adverse effect on our business, capital, financial condition, results of operations, cash flows and prospects.

Ø In the future, our ability to raise additional capital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required, could impair our business.

Ø Our share price may be volatile, and the market price of our ordinary shares may drop.

Ø We have broad discretion over the use of proceeds we received in our IPO and from the sale of the convertible note and may not apply the proceeds in ways that increase the value of your investment.

Ø A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

Ø If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our ordinary shares adversely, our share price and/or trading volume could decline.

Ø We may not pay dividends on our ordinary shares in the future and, consequently, the investors’ ability to achieve a return on their investment will depend on appreciation in the price of our ordinary shares.

Ø We currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

Ø We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Ø We incur significantly increased costs and devote substantial management time as a result of operating as a public company.

Ø If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence.

Ø If we are not able to comply with the applicable continued listing requirements or standards of the NYSE American, the NYSE American could delist our ordinary shares.

Ø Our shareholders will experience significant dilution as a result of any conversion of the convertible note.

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6-for-1 Share Split

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

Securities Purchase Agreement for the Sale of Convertible Note in the Principal Amount of $18.13 Million

Securities Purchase Agreement

On August 24, 2022, we entered into a Securities Purchase Agreement with an institutional investor pursuant to which we sold a senior secured convertible note in the principal amount of $18,130,000 to the investor for an aggregate purchase price of $17 million (an original issue discount of 6%), in a transaction exempt from registration under Section 4(a)(2) of the Securities Act. The convertible note is convertible, at the holder’s option, into our ordinary shares, initially at a fixed conversion price of $5.17, subject to adjustment for stock dividends, stock splits, anti-dilution and other customary adjustment events (without taking into account the limitations on the conversion of the Convertible Note as described elsewhere in this prospectus). The number of ordinary shares to be issued may be substantially greater, if the Convertible Note is converted into ordinary shares following and during the continuation of an Event of Default (as defined in the Convertible Note) at the alternate conversion price as described elsewhere in this prospectus. In such cases, the number of shares issued will be based on the lowest conversion price in accordance with a formula determined based upon 85% of the volume weighted average of the market price of our ordinary shares during certain measuring periods. For the purposes of this prospectus, we have estimated the maximum number of ordinary shares that may ultimately be issued under the Convertible Note to be 11,572,296 shares, although the actual amount may be greater. The Transaction closed on August 26, 2022. Capitalized terms used in this section not otherwise defined in the prospectus has the meanings assigned to them in the Securities Purchase Agreement.

The convertible note is a senior secured obligation of the Company secured by a lien on all assets of the Company and certain of our subsidiaries. The convertible note bears interest at a rate of 5% per annum (or 15% per annum if an event default has occurred and is continuing) and matures on February 26, 2025. Certain of our subsidiaries have guaranteed payment of our obligations under the convertible note.

The purchase price for the convertible note has been placed in a deposit account with First Republic Bank (the “Blocked Cash”) and, pursuant to a deposit account control agreement, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B will act as collateral agent. The Blocked Cash may be released to the Company in up to three disbursements upon the satisfaction of the following conditions:

(A) The initial tranche of $8.5 million will be released upon the later of (i) the effectiveness of the Registration Statement and (ii) shareholder authorization of the Company’s share capital and the issuance of the ordinary shares underlying the convertible note at the Company’s annual general meeting of shareholders (“AGM”), which was held on September 9, 2022, provided that at the date of release (x) the Company is in compliance with the Minimum Cash Test, (y) no Event of Default has occurred and no circumstance exists that with the passage of time, the giving of notice or both would become an Event of Default, and (z) satisfaction of certain post-closing conditions set forth in the Securities Purchase Agreement (the “First Release Conditions”);

(B) The second tranche of $8.5 million will be released following the date of the third installment payment of the convertible note provided (i) the Company has received gross proceeds (less any reasonable placement agent, underwriter and/or legal fees and expenses) of at least $7.5 million from the sale and issuance in a single closing of ordinary shares and/or options and/or convertible securities (the “Equity Raise”); (ii) no Equity Conditions Failure has occurred that is then continuing, (iii) the ratio of the Company’s Total Indebtedness to Market Capitalization is no greater than 33%, and (iv) each of the First Release Conditions continue to be satisfied, including continued validity of shareholder approvals and the Registration Statement has remained continuously effective (the “Second Release Conditions”); and

(C) If following the date of the third installment payment of the convertible note, all of Second Release Conditions are satisfied but for the Equity Raise, the Company may request the release of $5.0 million, but the remaining $3.5 million will only be released upon the Company’s delivery of a subsequent written notice to the holder certifying (x) that the Equity Raise has been consummated and the other Second Release Conditions continue to be satisfied or (y) that the aggregate Outstanding

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Value of the Convertible Note is equal to or less than $9,065,000 and the Second Release Conditions (other than the Equity Raise) continue to be satisfied.

We may redeem the convertible note in full with 30 trading days’ notice, subject to the fulfillment of certain equity conditions, at the sum of the redemption value plus any accrued but unpaid and make-whole interest. Beginning three months following the closing of the Securities Purchase Agreement, we will repay the convertible note in 28 equal monthly installments at the redemption value of the convertible note, and we may choose to pay such installments in cash or ordinary shares of the Company (or a combination of cash and shares), subject to meeting certain equity conditions as set forth in the convertible note, which include, but are not limited to: (i) for at least 16 Trading Days in a period of 20 consecutive Trading Days prior to the applicable date in question, the daily trading volume for the Ordinary Shares on the Principal Trading Market exceeds $500,000 per Trading Day, (ii) the volume weighted average price of the Ordinary Shares on any Trading Day during the 20 Trading Day period ending on the Trading Day immediately prior to the applicable date in question exceeds $2.00 (as adjusted for share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the date of subscription of the convertible note), (iii) the Company is not in default of any of its obligations under the convertible note, (iv) there is an effective registration statement for the resale of shares issuable under the convertible note, and (v) the Company is in compliance with all NYSE American listing requirements.

Such installments shall be subject to the convertible note investors’ right to (a) defer some or all of any installment payment to a subsequent installment date and (b) at any time during an installment period, convert up to 2.5x times the installment amount. If we elect to make amortization payments in ordinary shares, such ordinary shares will be valued at the lowest of (x) the fixed conversion price, (y) 90% of the volume weighted average price of our ordinary shares on the trading day preceding the amortization payment date and (z) 90% of the average of the three lowest volume weighted average prices for our ordinary shares during the 20 trading days preceding the amortization payment date.

The Convertible Note will include a limitation such that the holder’s beneficial ownership will not exceed 4.99% of the Company’s shares outstanding at the time of exercise (which percentage may be decreased or increased by the holder subject to the terms of the Convertible Note but may not exceed 9.99%). Until March 1, 2026, the holder will, subject to certain exceptions, have the right to participate up to 30% of any debt, preferred stock, or equity-linked financing of the Company or its subsidiaries.

Upon completion of a Change of Control, the holder may require the Company to purchase any outstanding Convertible Note in cash at 115% of par plus accrued but unpaid interest.

Prior to all outstanding amounts under the Convertible Note being repaid in full, the Company will not create any new encumbrances on any of its or its subsidiaries’ assets without the prior written consent of the investors. The convertible note is subject to standard events of default and remedies therefor.

The Convertible Note will impose certain customary affirmative and negative covenants upon the Company, including a minimum cash condition and cash burn covenant, each as described below.

As long as the Convertible Note remains outstanding, the Company is required, at all times, to maintain on deposit in the account subject to the deposit account control agreement an amount of cash (which shall be in addition to the Blocked Cash) equal to the greater of (x) an amount equal to 33% of the positive difference between (1) the aggregate amount of cash released from the Blocked Account in accordance with the release conditions and (2) the aggregate Installment Amounts paid to the Holder by the Company and (y) $2,000,000 (the “Minimum Cash Test”). Once the Outstanding Value is less than $2,000,000 the Company will no longer be required to comply with the Minimum Cash Test.

Commencing on the date of the initial release of the purchase price from the deposit account and at all times thereafter, if the Company’s Available Cash is less than 125% of Adjusted Total Indebtedness, the Available Cash on the last Business Day of each calendar month shall be greater than or equal to (i) the Available Cash on the last Business Day of the calendar month six (6) months prior to such date of determination less $6,000,000 and (ii) the Available Cash on the last Business Day of the calendar month three (3) months prior to such date of determination less $3,500,000.

Registration Rights

In connection with the Securities Purchase Agreement, we entered into a registration rights agreement (“Registration Rights Agreement”) with holders of the ordinary shares issuable upon conversion of the Convertible Note, pursuant to which such holders are entitled to registration rights in connection with such securities. Pursuant to the Registration Rights Agreement, the Company shall file

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within 30 days of the closing date, and have declared effective within 60 days of the closing date (or 90 days upon SEC review), a registration statement on Form F-1 (or Form F-3 when the Company becomes eligible to use that form) covering the resale of the shares issuable as part of an installment payment on the Convertible Note, or upon the conversion or redemption of the Convertible Note. Beginning on the 31st day and 61st day, respectively, after the closing date, and for every subsequent 30-day period that such registration statement has not been filed or declared effective, as applicable, the Company shall pay the holder of the Convertible Note 2.0% of the Principal Amount outstanding in cash as liquidated damages.

Voting Agreement

In connection with the Securities Purchase Agreement, we also entered into a voting agreement with certain of our principal shareholders (the “Voting Agreement”), pursuant to which each shareholder agrees to vote, with respect to all the securities of the Company entitled to vote which are now owned and which may hereafter be acquired by each shareholder or their respective controlled affiliates: (a) in favor of the proposal for the NYSE Stockholder Approval and in favor of the proposal for the Initial Singapore Stockholder Approval and in favor of the proposal for each Subsequent Singapore Stockholder Approval, in each case, as described in Section 4.12 of the Securities Purchase Agreement; and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Securities Purchase Agreement or which could result in any of the conditions to the Company’s obligations under the Securities Purchase Agreement not being fulfilled.

Implications of Being an Emerging Growth Company

We qualify 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 the measures 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:

Ø Being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC;

Ø Not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

Ø Reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and

Ø Exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the IPO. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” if our annual gross revenues exceed $1.07 billion or if we issue more than $1.0 billion of 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.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

Implications of Being a Foreign Private Issuer

Since the closing of the IPO, we began reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a non-U.S. company with “foreign private issuer” status. Even after we no longer qualify as an emerging growth company, so long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act and the rules thereunder that are applicable to U.S. domestic public companies, including:

Ø the rules under the Exchange Act that require U.S. domestic public companies to issue financial statements prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”);

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Ø the sections of the Exchange Act that regulate the solicitation of proxies, consents or authorizations in respect of any securities registered under the Exchange Act;

Ø the sections of the Exchange Act that require insiders to file public reports of their stock ownership and trading activities and that impose liability on insiders who profit from trades made in a short period of time; and

Ø the rules under the Exchange Act that require the filing with the SEC of quarterly reports on Form 10-Q, containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events.

We will file with the SEC, within four months after the end of each fiscal year (or as otherwise required by the SEC), an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances 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 private issuers 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 from such rules and will continue to be permitted to follow our home country practice as to the disclosure of such matters.

Corporate Information

Our principal executive offices are located at 8 Amoy Street, #01-01, Singapore 049950, which is also our registered address, and our telephone number 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 of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.

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The Offering

Resale of ordinary shares offered by the selling shareholder:	Up to 11,572,296 ordinary shares issuable upon payment, conversion or redemption of the convertible note. See “Prospectus Summary – Securities Purchase Agreement for the Sale of Convertible Note in the Principal Amount of $18.13 Million.”
Use of proceeds:	We will not receive any proceeds from the sale of the ordinary shares by the selling shareholder.
Listing:	Our ordinary shares are listed for trading on the NYSE American under the symbol “GNS.”
Dividend policy:	We have never paid or declared any cash dividends in the past, and we do not anticipate paying any cash dividends for the foreseeable future. See “Dividend Policy.”
Risk factors:	Investing in our ordinary shares involves a significant degree of risk. You should carefully consider the information set forth in “Risk Factors” and elsewhere in this prospectus.

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Summary Combined Audited Pro Forma Financial Data and Consolidated Audited Financial Data Pre-IPO Group

Please refer to the glossary of terms provided in the Prospectus Summary for aid in understanding the entities, acquisitions, products, services and certain other concepts referred to in the financial data presented herein.

Genius Group (Including Pre-IPO Group and IPO Acquisitions)

The selected consolidated statements of comprehensive income data for the three years ended December 31, 2019, 2020 and 2021 and the consolidated balance sheets data as of December 31, 2019, 2020 and 2021 are reported below. Please refer to the glossary of terms provided in the Prospectus Summary for aid in understanding the entities, acquisitions, products, services and certain other concepts referred to in the financial data presented herein.

The following tables set forth summary combined pro forma financial data and audited summary consolidated financial data for the periods and as of the dates indicated. The summary combined unaudited pro forma financial data below includes the consolidated financials of all companies in the Genius Group, including the Pre-IPO Group and the IPO Acquisitions as if they were operating as one group in the periods indicated. The pro forma financials for 2021 include the audited financial data of the Pre-IPO Group together with the audited financial data of University of Antelope Valley and Property Investors Network, which are both deemed significant acquisitions, and the unaudited financial data of Education Angels and E-Square, which are below the threshold of significant acquisitions. Following the IPO on April 14, 2022, the acquisitions of Property Investors Network, Education Angels, E-Square and University of Antelope Valley have all been consummated.

The summary income data for the years ended December 31, 2019, 2020 and 2021 and the summary balance sheet data as of December 31, 2019, 2020 and 2021 for the Pre-IPO Group are derived from the audited consolidated financial statements included on page F-1 of this prospectus. Our audited consolidated financial statements have been prepared in U.S. dollars and in accordance with IFRS, as issued by the IASB.

Genius Group is made up of eight companies (including the IPO Acquisitions) that have varying financial performance. For this reason, you should read the summary combined pro forma financial data in conjunction with our audited consolidated financial statements and related notes beginning on page F-1 of this prospectus, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.

	Genius Group
	Unaudited	Pre-IPO Group
	Pro forma	Audited Financials
	Year Ended	Year Ended
	December 31,	December 31,
	2021	2021	2020	2019
	(USD 000’s)	(USD 000’s)	(USD 000’s)	(USD 000’s)
Sales	28,569	12,778	7,634	9,949
Cost of goods sold	(15,886)	(10,021)	(4,134)	(5,024)
Gross profit (Loss)	12,683	2,757	3,500	4,925
Other Operating Income	343	324	11	1,187
Operating Expenses	(17,292)	(7,250)	(6,192)	(7,151)
Operating profit (Loss)	(4,266)	(4,169)	(2,681)	(1,039)
Other income	1,143	—	412	784
Other Expense	(925)	(449)	(854)	(864)
Net Income (Loss) Before Tax	(4,048)	(4,618)	(3,123)	(1,119)
Tax Expense	(186)	129	(69)	(111)
Net Income (Loss) After Tax	(4,234)	(4,489)	(3,192)	(1,230)
Other Comprehensive Income	230	230	2,129	(308)
Total Income (Loss)	(4,004)	(4,259)	(1,063)	(1,538)
Net income per share, basic and diluted	(0.17)	(0.28)	(0.25)	(0.14)
Weighted-average number of shares outstanding, basic and diluted	24,690,663	16,155,810	12,575,605	8,492,924

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	Genius Group	Pre-IPO Group
	Pro forma	Audited Financials
	Year Ended	Year Ended
	December 31,	December 31,
	2021	2021	2020	2019
	(USD 000’s)	(USD 000’s)	(USD 000’s)	(USD 000’s)
Summary Balance Sheet Data:
Total current assets	37,736	6,496	4,937	5,806
Total non-current assets	49,427	11,099	12,021	11,754
Total Assets	87,163	17,595	16,958	17,560
Total current liabilities	13,583	7,140	5,379	6,202
Total non-current liabilities	20,993	2,469	3,873	6,027
Total Liabilities	34,576	9,609	9,252	12,229
Total Shareholders’ Equity	52,587	7,986	7,706	5,331
Total Liabilities and Shareholders’ Equity	87,163	17,595	16,958	17,560

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Non-IFRS Financial Measures — Adjusted EBITDA

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

We calculate Adjusted EBITDA as Net loss for the period plus income taxes and social contribution plus/ minus net finance result plus depreciation and amortization plus/minus share-based compensation expenses plus bad debt provision. Share-based compensation expenses and bad debt provision are included in General and administrative expenses in the Consolidated Statements of Operations.

	Genius Group	Pre-IPO Group
	Pro forma	Audited Financials
	Year Ended	Year Ended
	December 31,	December 31,
	2021	2021	2020	2019
	(USD 000’s)	(USD 000’s)	(USD 000’s)	(USD 000’s)
Net Income (Loss)	(4,234)	(4,489)	(3,192)	(1,230)
Tax Expense	186	(129)	69	111
Interest Expense, net	917	450	854	864
Depreciation and Amortization	2,120	1,575	1,571	1,262
Stock Based Compensation	294	294	399	172
Bad Debt Provision	969	(39)	162	—
Adjusted EBITDA	252	(2,338)	(137)	1,179

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Key Business Metrics

We monitor the key business metrics and Non-IFRS financial measure set forth below to help us evaluate our business and growth trends, set growth targets and budgets, and measure the effectiveness of our sales and marketing efforts. These key business metrics and Non-IFRS financial measures are presented for supplemental informational purposes only, are not a substitute for IFRS financial measures, and may differ from similarly titled metrics or measures presented by other companies. A reconciliation of each Non-IFRS financial measure to the most directly comparable IFRS financial measure is provided in the “Non-IFRS Financial Measures - Adjusted EBITDA” section of this prospectus.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-IFRS Financial Measures” for detailed descriptions of the measures and metrics shown below.

Education segment — Genius Group (including IPO Acquisitions)

Year ended December 31, 2021

			University of		Property
			Antelope		Investors		Education
	GeniusU		Valley		Network		Angels		E-Square		Total
Number of students	2,663,745		3,102		157,599		732		450		2,825,628
Number of Free Students	2,626,384		—		126,807		—		15		2,753,206
Number of Paying Students	37,361		3,102		30,792		732		435		72,422
Number of Partners	10,217		238		604		312		43		11,414
Number of countries of operation	191		1		52		1		1		191
Marketing Spend	873,628		110,036		118,756		6,074		31,434		1,139,928
Education Revenue	9,677,513		9,038,605		5,091,984		942,474		717,677		25,468,253
Revenue from New Paying Students	3,446,952		2,259,651		1,053,719		239,102		377,811		7,377,236
New Students	863,225		281		26,488		102		232		890,328
New Paying Students	3,441		281		6,372		102		229		10,425
Conversion rate	0.40	%	100.00	%	24.06	%	100.00	%	98.71	%	1.17	%
Average Acquisition Cost per New Paying Student	253.89		391.59		18.64		59.55		137.27		109.35
Average Annual Revenue per New Paying Student	1,001.73		8,041.46		165.37		2,344.14		1,649.83		707.65
Net Income (Loss) margin	-22.61	%	(6.90)	%	31.42	%	(5.65)	%	14.51	%	-4.56	%
Adjusted EBITDA margin	-15.98	%	2.81	%	44.72	%	(5.22)	%	15.10	%	4.10	%

Year ended December 31, 2020

			University of		Property
			Antelope		Investors		Education
	GeniusU		Valley		Network		Angels		E-Square		Total
Number of students	1,800,520		2,821		131,111		630		546		1,935,628
Number of Free Students	1,766,600		—		106,691		—		—		1,873,291
Number of Paying Students	33,920		2,821		24,420		630		546		62,337
Number of Partners	9,399		214		570		270		43		10,496
Number of countries of operation	191		1		52		1		1		191
Marketing Spend	576,028		175,141		287,694		34,708		78,586		1,152,157
Education Revenue	5,618,210		10,078,158		4,598,750		1,068,204		827,675		22,190,997
Revenue from New Paying Students	1,809,457		2,418,758		1,603,998		534,102		287,890		6,654,205
New Students	247,388		559		27,353		210		270		275,780
New Paying Students	3,450		559		3,277		210		270		7,766
Conversion rate	1.39	%	NA		11.98	%	NA		NA		2.81	%
Average Acquisition Cost per New Paying Student	121.91		313.31		148.82		165.28		291.06		154.10
Average Annual Revenue per New Paying Student	524.48		4,327		489.47		2,543		1,066		857
Net Income (Loss) margin	1.90	%	17.91	%	22.89	%	19.17	%	23.16	%	15.14	%
Adjusted EBITDA margin	24.38	%	21.29	%	45.17	%	23.36	%	28.35	%	27.38	%

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Campus segment – Entrepreneur Resorts

Year Ended December 31, 2021

	Café		Central		Resort		Total
Revenue	158,877		1,244,227		1,697,646		3,100,750
No of Location	2		1		3		6
No of Seats/Room	141		177		49		367
Utilization	27	%	33	%	24	%	28	%
Total Orders	23,122		69,634		3,634		96,390
Revenue Per Order	6.87		17.87		467.16		32.17

Year Ended December 31, 2020

	Café		Central		Resort		Total
Revenue	342,238		500,629		1,172,699		2,015,566
No of Location	2		1		3		6
No of Seats/Room	141		177		49		367
Utilization	20	%	24	%	26	%	24	%
Total Orders	37,185		36,182		8,538		81,905
Revenue Per Order	9.2		13.84		137.35		24.61

Segment Reporting

Our growth strategy includes a four-step process of acquisition, integration, digitization and distributi