Welcome to our dedicated page for Genius Group SEC filings (Ticker: GNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Genius Group Limited filings document the disclosures of a foreign private issuer with AI-powered education operations and a Bitcoin-first treasury strategy. Its Form 6-K reports furnish operating and financial results, business-unit plans for Genius School, Genius Academy and Genius Resorts, and updates on the Genius City model.
The company’s regulatory record also covers capital-structure matters, registered direct offering disclosures, use-of-proceeds information, material agreements, shareholder voting and governance topics, Bitcoin treasury and debt repayment updates, registration-statement supplements, and legal or arbitration matters. Annual reporting on Form 20-F provides broader business, risk, financial and governance disclosure for the issuer.
Genius Group Limited has voluntarily dissolved its wholly owned U.S. subsidiary, Revealed Films, Inc. The dissolution, completed on May 13, 2026, removes $5.46 million of liabilities and creates a net gain of $5.46 million in the current year’s profit and loss statement. Ending the subsidiary also stops its ongoing operating losses and administrative expenses. The Board has additionally authorized ICC arbitration against the founders of Revealed Films, seeking recovery of about $2.57 million under purchase price adjustment terms, though the timing and outcome of this claim are uncertain.
Genius Group Limited furnished a Form 6-K highlighting updated investor presentations on its AI education business and its new digital banking strategy via Jewel Bank. The company reported Q1 2026 revenue growth of 171% year-over-year and gross profit growth of 228%, reflecting rapid expansion of its AI-powered education ecosystem serving 6.1 million students and users across more than 100 countries.
In April 2026, Genius Group acquired a 9.9% equity stake in Bermuda-based Jewel Bank through an $8 million registered direct offering with American Ventures LLC as lead investor, gaining exposure to a dual-licensed digital bank positioned for regulated stablecoin issuance. The filing also reiterates that the company’s most recent audited financial statements include an explanatory paragraph about its ability to continue as a going concern, a disclosure made to comply with NYSE American rules and not as a change to previously filed financials.
Genius Group Limited furnished a Form 6-K highlighting updated investor presentations on its AI education business and its new digital banking strategy via Jewel Bank. The company reported Q1 2026 revenue growth of 171% year-over-year and gross profit growth of 228%, reflecting rapid expansion of its AI-powered education ecosystem serving 6.1 million students and users across more than 100 countries.
In April 2026, Genius Group acquired a 9.9% equity stake in Bermuda-based Jewel Bank through an $8 million registered direct offering with American Ventures LLC as lead investor, gaining exposure to a dual-licensed digital bank positioned for regulated stablecoin issuance. The filing also reiterates that the company’s most recent audited financial statements include an explanatory paragraph about its ability to continue as a going concern, a disclosure made to comply with NYSE American rules and not as a change to previously filed financials.
Genius Group Limited filed an amendment to a Form F-3 registration statement to permit the resale of up to 15,000,000 ordinary shares and 15,000,000 ordinary shares underlying pre-funded warrants issued in connection with its April 16, 2026 acquisition transaction. The resale is by selling shareholders and the Company will not receive proceeds from those resales.
The registration covers shares issued as part of a transaction that included a registered direct offering that raised $8.0M, use of $5.5M to acquire a convertible note tied to a 9.9% equity stake in Jewel Financial Limited, and issuance of 15,000,000 restricted shares (or pre-funded warrants) at a deemed price of $0.40 per share. The filing also discloses an outstanding share count of 194,678,195 as of April 30, 2026 and an announced retirement of 30.1 million shares identified for removal from the public float.
Genius Group Limited filed a Form 6-K explaining how it used proceeds from a recent capital raise and its new stake in Jewel Bank. The company completed an $8 million registered direct offering, issuing 2,297,297 ordinary shares at $0.37 plus 19,324,324 pre-funded warrants at $0.0001 per share.
Genius Group used $5.5 million of net proceeds to buy a senior secured convertible promissory note immediately convertible into 9.9% of Jewel Financial Limited, owner of Bermuda-based Jewel Bank. About $5 million funds Jewel Bank’s operations toward launch, with roughly $500,000 covering transaction costs, and remaining offering proceeds for working capital and general corporate purposes.
The filing details relationships among lead investor American Ventures LLC, Jewel Investments LLC, and Dominari Holdings Inc., and states that neither Donald Trump Jr., Eric Trump, nor any Trump family member has any direct relationship with Genius Group or influence over its management or operations.
Genius Group Limited files a Form F-3 to register the resale of up to 15,000,000 ordinary shares and/or 15,000,000 ordinary shares underlying pre-funded warrants issued as consideration for its April 16, 2026 acquisition transaction.
The prospectus states the resale shares were issued at a deemed price of $0.40 per share, the company will receive no proceeds from resales, and the offering follows a registered direct offering that raised $8.0M on April 16, 2026. The filing also discloses a 9.9% convertible-note-funded investment in Jewel Financial Limited, planned stablecoin initiatives, and identification of 30.1M shares for retirement, which the company says reduces public float materially.
Genius Group Limited completed an $8 million registered direct offering of 21,621,621 ordinary shares (or pre-funded warrants) at $0.37 per share. The company is allocating $5.5 million of net proceeds to acquire a Senior Secured Convertible Promissory Note immediately convertible into 9.9% of Jewel Financial Limited’s equity, gaining exposure to Bermuda’s only dual-licensed digital bank.
As additional consideration to the Jewel sellers, Genius Group is issuing 15,000,000 ordinary shares at a deemed price of $0.40 per share. D. Boral Capital LLC served as exclusive placement agent, earning a 7% cash fee and 1% expense allowance, and key insiders agreed to short-term lock-up restrictions on share sales.
Genius Group Limited is registering an offering of 2,297,297 ordinary shares and 19,324,324 Pre-Funded Warrants (each exercisable for one share). The offering price per share is $0.37 and the Pre-Funded Warrants are priced at $0.3699 with an exercise price of $0.0001 per share.
The prospectus supplement states gross proceeds of $7,999,999.77 before fees, a Placement Agent fee of 7.0%, and estimated net proceeds of approximately $7.21 million. The company intends to use net proceeds for general corporate purposes, including Bitcoin purchases, funding a proposed digital bank acquisition, other strategic acquisitions, and debt repayment. Shares outstanding after this offering are shown as 183,666,511 assuming full exercise of the Pre-Funded Warrants.
Genius Group Limited is updating investors on its planned dual listing, an arbitration matter, and its latest audit opinion. After filing its Form 20-F on March 9, 2026, its advisor DLA Piper has submitted an In Principle Advice Application to the Australian Securities Exchange, with a response expected within about 30 days.
The company also reports that the International Chamber of Commerce has approved the final award in its arbitration with LZG International, with the award to be provided during April 2026. In addition, the audited consolidated financial statements for the fiscal year ended December 31, 2015, included in its latest Form 20-F, carry a going concern emphasis of matter, a disclosure provided pursuant to NYSE American Company Guide Sections 401(h) and 610(b).
Genius Group Limited reported a sharp improvement in its business for the first quarter of 2026. Operational revenue reached $3.3 million, up from $1.2 million in Q1 2025, a 171% year-on-year increase.
Gross profit rose to $2.0 million from $0.6 million, a 228% increase, reflecting a shift toward higher-value educational programs and experiential learning. Net operating results moved from a $0.5 million loss in Q1 2025 to a $2.7 million net profit from operations in Q1 2026, showing a clear return to profitability.
Genius Group reported 2025 results showing early benefits from its restructuring into three units: Genius School, Genius Academy and Genius Resorts. Audited revenue reached $8.4 million versus $7.6 million in 2024, while pro forma revenue including full-year acquisitions was $13.6 million, an 80% increase.
Pro forma gross profit was $4.9 million, up 110% year on year. Adjusted EBITDA remained a loss at $13.1 million, and net loss was $56 million, including $42.9 million of largely one-off non‑cash items. Cash used in operations fell sharply to $10.6 million from $46.3 million.
Total assets were $136.9 million and stockholders’ equity $96.6 million. The company held 154 Bitcoin at year-end and later sold about 102.6 Bitcoin for $7.3 million, reducing a Bitcoin‑backed loan to $3.3 million. Students grew to 6.1 million and average revenue per paying student jumped to $1,856, up 1,053%.
For 2026, Genius Group guides to revenue of $20–$22 million, about 48% growth over 2025 pro forma, and positive adjusted EBITDA from operations of $1.5–$2.0 million, with each business unit targeting profitable operations. The company is progressing its Genius City Bali joint venture, Bitcoin treasury strategy, dual ASX listing process, and legal actions seeking recovery of GNS shares, cash, and up to $1 billion in claimed damages.