Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 25 2023 - 8:01AM
Edgar (US Regulatory)
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 January 2023
Commission File Number:
001-41353
Genius Group Limited
(Translation of registrant’s name into English)
8 Amoy Street, #01-01
Singapore 049950
(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 x 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.
Other Information
Genius Group Limited (the “Company”)
will hold an Extra Ordinary General Meeting of Shareholders (the “Shareholders Meeting”) on February 16, 2023 at 9:00
p.m. (SGT) (the “EGM”). Attached hereto as Exhibit 99.1 is a Notice of Extra Ordinary General Meeting of
Shareholders and Proxy Form. Attached hereto as Exhibit 99.2 is a Proxy Card in connection with the EGM.
On January 25, 2023,
the Company also announced that it is holding the Shareholders Meeting on February 16, 2023. A copy of the press release is
attached hereto as Exhibit 99.3.
Where to Find Additional Information
The Company is a foreign private issuer. As such,
the proxy materials are not subject to review and comment by the Securities and Exchange Commission (the “SEC”). Shareholders
are urged to carefully read the proxy materials, because they contain important information about the Company and the Annual General Meeting.
Copies of the proxy materials and other documents filed by the Company will be available at the website maintained by the SEC at http://www.sec.gov.
Copies of such filings can also be obtained, without charge, from the Company’s website at https://ir.geniusgroup.net/sec-filings/all-sec-filings.
EXHIBIT INDEX
Exhibit
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.
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GENIUS GROUP LIMITED |
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Date: January 25, 2023 |
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By: |
/s/ Roger James Hamilton |
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Name: |
Roger James Hamilton |
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Title: |
Chief Executive Officer and Chairman
(Principal Executive Officer) |
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