Form 6-K Genius Group Ltd For: October 19 – StreetInsider.com | Team Cansler


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF THE FOREIGN PRIVATE ISSUER
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
TRANSFORMATION ACT OF 1934

For the month of October 2022

Commission reference number: 001-41353

Genius Group Limited

(Translation of the registrant’s name into English)

8 Amoy Street, No. 01-01

Singapore 049950

(Head office address)

Tick ​​whether the registrant is submitting or will submit annual reports under the cover of the Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Tick ​​to indicate if the registrant is submitting the paper Form 6-K, as permitted by Regulation ST Rule 101(b)(1): ¨.

note: Regulation ST Rule 101(b)(1) only permits the filing of a paper Form 6-K if it is being filed solely for the purpose of providing an accompanying annual report to securityholders.

Tick ​​to indicate if the registrant is submitting a paper Form 6-K, as permitted by Regulation ST Rule 101(b)(7): ¨.

note: Regulation ST Rule 101(b)(7) only permits the paper filing of a Form 6-K if it is being filed to produce a report or other document that the registering foreign private issuer is required to produce under the laws of the jurisdiction and in which the Registrant is incorporated, resident or incorporated (the Registrant’s “home country”) or under the rules of the home exchange on which the Registrant’s securities are traded, unless the report or other document is a press release is not required and has not been distributed to the Registrant’s security holders and, if a material event is discussed, has already been the subject of a Form 6-K filing or other filing with the Commission at EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 99.1 to this report are the unaudited condensed consolidated financial statements and discussion and analysis of the financial condition and results of operations of Genius Group Limited (the “Company”) as at 30 June 2022 and for the six month periods ended 30 June 2022 and 2021 respectively .

Attached at Appendix 99.2 of this report is a copy of the Company’s press release dated October 19, 2022 reporting the Company’s financial results for the first half of 2022.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Form 6-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including (without limitation) statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future or those of our management and other statements other than statements of historical facts. In addition, all statements relating to forecasts, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are generally identified by the words “believe,” “forecast,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may.” ‘, ‘should’, ‘will’, ‘would’, ‘will be’, ‘will continue’, ‘will likely result’ and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, forecasts and other statements about future events that are based on current expectations and assumptions and are therefore subject to risks and uncertainties.

Many factors could cause actual future events to differ materially from the forward-looking statements contained in this press release, including but not limited to: the Company’s objectives and strategies; the future business development of the company; changes in demand for online learning; changes in technology; fluctuations in economic conditions; the growth of the online learning industry in the United States and other markets that the Company serves or intends to serve; reputation and brand; the effects of competition and pricing; government restrictions; and assumptions underlying or relating to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned not to place undue reliance on any forward-looking statements contained in this press release. Additional factors are discussed in the company’s filings with the SEC, which can be found at www.sec.gov. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances after the date of this release.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly arranged for this report to be signed on its behalf by the signatories duly authorized to do so.

GENIUS GROUP LIMITED
Date: October 19, 2022
Through: /s/ Roger James Hamilton
Surname: RogerJames Hamilton
Title: Chief Executive Officer and Chairman
(general manager)

ANNEXES / EXHIBITIONS

EXHIBITION 99.1

EXHIBITION 99.2

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