Genius Group (NYSE: GNS) dissolution adds $5.46M gain, eyes $2.57M

Rhea-AI Filing Summary

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.

Insights

Equity analyst

Dissolving Revealed Films boosts reported earnings but includes one-off and contingent elements.

The dissolution of Revealed Films, Inc. immediately improves Genius Group’s balance sheet by removing $5.46 million of liabilities and recording an equivalent net gain in the current year income statement. It also halts continuing operating and administrative losses at that subsidiary.

Because this $5.46 million benefit is tied to a legal dissolution, it is a largely non-recurring accounting gain rather than ongoing operating profit. The company is also initiating ICC arbitration to recover about $2.57 million under purchase price adjustment terms, and explicitly notes that no assurance can be given on timing or outcome.

If successful, the arbitration could add further non-operating income, but its impact depends on the eventual award and costs. Until there is a decision, the financial effect remains contingent, and future disclosures in company filings will clarify whether any of this $2.57 million claim is realized.

Key Figures

Liabilities reduced: $5.46 million Net gain recorded: $5.46 million Arbitration recovery sought: approximately $2.57 million +1 more

4 metrics

Liabilities reduced $5.46 million Reduction in company liabilities from dissolution of Revealed Films

Net gain recorded $5.46 million Gain in current financial year profit & loss from dissolution

Arbitration recovery sought approximately $2.57 million ICC arbitration claim under purchase price adjustment provisions

Dissolution date May 13, 2026 Certificate of Dissolution filed with Delaware Secretary of State

Key Terms

voluntary dissolution, Certificate of Dissolution, International Chamber of Commerce (ICC), purchase price adjustment provisions, +1 more

5 terms

voluntary dissolution regulatory

"completed the voluntary dissolution of its wholly-owned subsidiary, Revealed Films, Inc."

Certificate of Dissolution regulatory

"The Certificate of Dissolution was filed with the Delaware Secretary of State"

A certificate of dissolution is an official document that confirms a company has officially closed and is no longer in business. It is similar to a formal notice that a building has been vacated and shut down. For investors, it signals that the company’s operations have ended, which may affect any remaining assets or investments they hold in that company.

International Chamber of Commerce (ICC) regulatory

"commencement of Arbitration proceedings with the International Chamber of Commerce (ICC)"

purchase price adjustment provisions financial

"seeking recovery of approximately $2.57 million under the purchase price adjustment provisions"

forward-looking statements regulatory

"This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13A-16 OR 15D-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of May, 2026

Commission File Number: 001-41353

Genius Group Limited

(Translation of registrant’s name into English)

3 Temasek Avenue, #18-01 Centennial Tower

Singapore 039190

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

The Company is providing the following update to its shareholders.

Dissolution of Revealed Films, Inc.

On May 13, 2026, Genius Group Limited (NYSE American: GNS) (the “Company”) completed the voluntary dissolution of its wholly-owned subsidiary, Revealed Films, Inc. (“RF”), a Delaware corporation. The Certificate of Dissolution was filed with the Delaware Secretary of State on May 13, 2026.

The dissolution results in a positive impact on the Company’s balance sheet of $5.46 million in reduced liabilities, and a net gain of $5.46 million in the Company’s profit & loss statement for the current financial year.

The dissolution was authorized by RF’s Board of Directors and approved by the Company as sole shareholder, The dissolution eliminates the ongoing operating losses and administrative costs associated with maintaining RF.

In relation to the dissolution, the Company’s Board of Directors has approved the commencement of Arbitration proceedings with the International Chamber of Commerce (ICC) against the founders of Revealed Films, Inc, seeking recovery of approximately $2.57 million under the purchase price adjustment provisions of the Share Purchase Agreement, as amended. No assurance can be given as to the timing or outcome of the arbitration.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, Jewel Bank’s anticipated product launch, the use of proceeds from the offering, and the Company’s strategic plans. Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks related to regulatory approvals, market conditions, the political environment, and other factors described in the Company’s Annual Report on Form 20-F and other filings with the SEC. The Company undertakes no obligation to update any forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GENIUS GROUP LIMITED
Date: May 21, 2026
	By:	/s/ Roger Hamilton
	Name:	Roger Hamilton
	Title:	Chief Executive Officer (Principal Executive Officer)

FAQ

What corporate action did Genius Group (GNS) take regarding Revealed Films, Inc.?

Genius Group completed the voluntary dissolution of its wholly owned subsidiary, Revealed Films, Inc. The Certificate of Dissolution was filed in Delaware on May 13, 2026, ending the entity and its ongoing operating losses and administrative costs.

How does the dissolution of Revealed Films affect Genius Group’s financial statements?

The dissolution removes about $5.46 million of liabilities and creates a net gain of $5.46 million in Genius Group’s profit and loss statement for the current financial year, improving the balance sheet and reported earnings for that period.

What arbitration has Genius Group (GNS) initiated related to Revealed Films?

Genius Group’s Board approved arbitration before the International Chamber of Commerce against the founders of Revealed Films, Inc., seeking recovery of approximately $2.57 million under purchase price adjustment provisions in the Share Purchase Agreement, as amended.

Is the outcome of Genius Group’s $2.57 million ICC arbitration claim certain?

No. The company explicitly states that no assurance can be given regarding the timing or outcome of the ICC arbitration. Any potential recovery of the approximately $2.57 million claim remains uncertain until the proceedings are resolved.

Why did Genius Group decide to dissolve Revealed Films, Inc.?

The dissolution eliminates ongoing operating losses and administrative costs from maintaining Revealed Films, Inc. Combined with the removal of $5.46 million in liabilities, the step simplifies Genius Group’s structure and improves its current-year reported financial position.

Does this 6-K include forward-looking statements for Genius Group (GNS)?

Yes. The report contains forward-looking statements about strategic plans, including items like anticipated product launches and use of offering proceeds. These statements are subject to risks and uncertainties described in Genius Group’s Form 20-F and other SEC filings.