Genius Group (NYSE American: GNS), an AI-powered, Bitcoin-first education company, today announced the issuance of subscription rights to its shareholders as of the record date for its recently announced rights offering. These rights are now exercisable and tradable, with the rights period expiring on February 14, 2025.

This Rights Offering is solely through a prospectus supplement; this announcement isn’t an offer to sell or a solicitation to buy securities. The prospectus supplement is available at [link removed].

SUMMARY OF THE RIGHTS OFFERING TERMS

  • Each shareholder received one transferable right (the “Right”) for each ordinary share held on January 24, 2025 (the “Record Date”). Each Right allows the purchase of one ordinary share (the “Basic Subscription Right”) at $0.50 per share (the “Subscription Price”).
  • Rights holders fully exercising their Basic Subscription Rights can subscribe to additional unsubscribed ordinary shares (the “Over-subscription Right”) on a pro rata basis. Selling Rights forfeits over-subscription privileges.
  • Rights holders can exercise all or part of their Rights and sell any unexercised Rights. Rights trade on the NYSE American under “GNS RT” until February 13, 2025 (or the business day before an extended expiration date). The Rights Offering expires at 4:30 p.m. Eastern Time on February 14, 2025 (the “expiration date”), unless extended.
  • The subscription agent mailed rights certificates to registered ordinary share holders based on the company’s transfer agent’s registry.
  • Shareholders holding shares in brokerage accounts will not receive physical certificates; they should check their accounts and instruct their brokers regarding rights exercise.

FUND USE: BITCOIN TREASURY

  • The Company intends to use 100% of net proceeds to buy Bitcoin for its Bitcoin Treasury. Full subscription could yield up to $33 million.
  • The Company also plans to pursue up to $22 million in additional loan financings. Maximum funding from the Rights Offering and loans would increase the Bitcoin Treasury from approximately $45 million to $100 million.

Shareholder guidance, along with links to the recent Investor Call, Investor Presentation, and FAQs are available at [link removed].

Questions about the Rights Offering can be directed to Campaign Management LLC at +1 (855) 264-1527.

About Genius Group

Genius Group (NYSE: GNS) is a Bitcoin-first company providing AI-powered education and acceleration solutions. Serving 5.4 million users across 100+ countries, Genius Group uses its Genius City model and online marketplace offering AI training, tools, and talent. It offers personalized AI pathways combining human and AI skills at individual, enterprise, and government levels. For more information, visit [link removed].

For more information, please visit [link removed]

Forward-Looking Statements 

This press release contains forward-looking statements under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements, using words like “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” and “continue,” are subject to risks and uncertainties that could cause actual results to differ materially. Investors should not rely unduly on these statements and should consider the risk factors in the Company’s Annual Reports on Form 20-F and Form 6-K filings. The Company disclaims any obligation to update forward-looking statements. No information here indicates future revenues, results, or stock price.

Contacts
MZ Group – MZ North America
(949) 259-4987