Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 01 2023 - 7:01AM
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 March 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 ☒ 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.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
February 27, 2023, Genius Group Ltd. filed a complaint in the Federal District Court in the Southern District of New York against Alto
Opportunity Master Fund, Ayrton Capital, and Waqas Khatri with whom Genius had entered into an $18 million loan agreement in August 2022
(the “Agreement”). The lawsuit seeks, inter alia, an order rescinding the transaction consummated under the Agreement
and declaring the Agreement null and void ab initio. The basis of Genius’ claim is that Ayrton acted as an unregistered dealer,
pursuant to an unlawful scheme to acquire millions of ordinary shares of Genius Group at discounted prices in order to sell them at an
enormous profit. Genius has alleged that Ayrton violated multiple sections of the Securities Exchange Act of 1934 including Sections
10b, 13, 15 and 16. To date, Ayrton has not responded to the complaint. It is premature at this time to opine or predict the final outcome
of this litigation.
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 |
|
|
|
Date:
March 1, 2023 |
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|
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By: |
/s/ Roger
James Hamilton |
|
Name: |
Roger James Hamilton |
|
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer) |
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