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, student-centered 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 reintegration of Genius Resorts and acquisition of education companies in New Zealand, Indonesia, and South Africa.

• Initiated a Bitcoin Treasury Strategy and plans to become a Permitted Payment Stablecoin Issuer, leveraging a 9.9% stake in Jewel Bank to enable stablecoin payments on its platform.

Financial performance and metrics

• As of April 30, 2026, 194,678,195 ordinary shares outstanding, with an expected reduction to 164.6 million after retirement of 30.1 million shares.

• $8 million gross proceeds raised in April 2026 offering, with $5.5 million allocated to acquire a convertible note for a 9.9% stake in Jewel Financial Limited.

• Share count adjustments followed arbitration awards and share verification, reducing public float by approximately 25.8%.

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% equity stake in Jewel Financial Limited.

• Additional proceeds may be used to increase Bitcoin holdings as part of treasury strategy.