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 July, 2025
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.
Conversion
of Founder Shares
On
July 24, 2025, the Company’s Board signed a resolution to approve the conversion of 6 million class A ordinary shares currently
held at the Company’s transfer agent under the ownership of Roger Hamilton, Chief Executive Officer to Class C Ordinary Shares.
The
Company has received approval from its shareholders at the Annual General Meeting held on July 7, 2025, authorizing the Board of Directors
to convert and issue, amongst other classes of shares, Class C Ordinary shares.
The
Class C Ordinary Shares hold the voting right of ten votes per share. Class C ordinary Shares are not listed on NYSE and will be privately
held.
In
light of the Company’s various actions to prevent further damage to the Company by potential bad actors, and to mitigate the risk
of a hostile takeover of the Company, the Company believes this conversion represents a significant step to protect the Company and its
long term shareholders and enables the Company to achieve its vision and mission.
Furthermore,
this conversion results in the tradable shares of the Company being reduced by 6 million shares.
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:
July 25, 2025 |
|
|
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By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
