Genius Group (GNS) Registration filing summary

Company overview and business model

• Operates as an AI-driven education and acceleration group with 6 million users and a mission to disrupt traditional education through a lifelong learning curriculum focused on leadership and entrepreneurial skills.

• Expanded into early childhood, primary, and adult education, integrating AI tools across platforms and hospitality-based experiential learning environments.

• Pursues growth via organic expansion and acquisitions, including recent integration of Genius Resorts and a stake in Jewel Bank to support stablecoin payment infrastructure.

• Launched a Bitcoin Treasury Strategy and aims to become a Permitted Payment Stablecoin Issuer, leveraging a 9.9% stake in Jewel Bank.

Financial performance and metrics

• Achieved significant year-over-year operational growth since 2022 through organic and acquisition-driven expansion.

• As of April 30, 2026, 194,678,195 ordinary shares outstanding, with plans to retire 30.1 million shares, reducing public float to approximately 164.6 million.

• $8 million gross proceeds raised in April 2026 offering, with $5.5 million allocated to Jewel Bank investment.

Use of proceeds and capital allocation

• No proceeds from resale of shares by selling shareholders; proceeds from warrant exercises (if not cashless) will go to the company.

• $5.5 million of offering proceeds used to acquire a convertible note for a 9.9% stake in Jewel Financial Limited, supporting Jewel Bank's operational launch.

• Additional proceeds support technology, regulatory compliance, and staffing for Jewel Bank.