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 lifelong, student-centered learning.

• Business structured into Genius School (children), Genius Academy (adults), and Genius Resorts (experiential learning campuses).

• Expanded through organic growth and acquisitions, including recent reintegration of Genius Resorts and acquisition of Pro Education and hospitality assets.

• Initiated a Bitcoin Treasury Strategy and plans 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 over the past three years through organic and acquisition-driven expansion.

• As of May 28, 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 9.9% stake in Jewel Financial Limited, supporting Jewel Bank's launch and operations.

• Additional proceeds to support Bitcoin Treasury Strategy and stablecoin initiatives.