SECURITIES AND EXCHANGE COMMISSION FORM F-1 Registration statement for securities of certain foreign private issuers Filing Date: 2021-07-06 SEC Accession No. 0001104659-21-089089 (HTML Version on secdatabase.com) FILER Genius Group Ltd Mailing Address Business Address 7 AMOY STREET, #01-01 7 AMOY STREET, #01-01 CIK:1847806| IRS No.: 000000000 | State of Incorp.:U0 | Fiscal Year End: 1231 SINGAPORE U0 049949 SINGAPORE U0 049949 Type: F-1 | Act: 33 | File No.: 333-257700 | Film No.: 211072358 6589401200 SIC: 8200 Educational services Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 6, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Genius Group Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Singapore 8200 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification number) 8 Amoy Street, #01-01 Singapore 049950 Tel: +65 8940 1200 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19711 Tel: (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to agent for service, should be sent to: Barry Grossman, Esq. Benjamin S. Reichel, Esq. Rob Condon, Esq. Ellenoff Grossman & Schole LLP Dentons US LLP 1345 Avenue of the Americas, 11th Floor 1221 Avenue of the Americas New York, NY 10020 New York, NY 10105 Tel: (212) 768-6700 Tel: (212) 370-1300 Fax: (212) 768-6800 Fax: (212) 370-7889 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Securities to be Registered Aggregate Offering Amount of Price(2) Registration Fee Ordinary shares, no par value per share(1)(3) $ 46,000,000 $ 5,019 Warrants to be issued to the representative of the underwriters(4) — — Ordinary shares underlying warrants to be issued to the representative of the underwriters(5) $ 2,875,000 $ 314 Total $ 48,875,000 $ 5,333 1) In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable to prevent dilution resulting from share splits, share dividends or similar transactions. 2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. 3) Includes additional ordinary shares which may be issued upon exercise of the underwriters’ over-allotment option. 4) No registration fee required pursuant to Rule 457(g). 5) We have agreed to issue to the representative of the underwriters warrants to purchase ordinary shares representing up to 5% of the ordinary shares issued in the offering. The representative’s warrants are exercisable at a per share exercise price equal to 125% of the public offering price per ordinary share offered hereby. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is $2,875,000, which is equal to 125% of $2,300,000 (5% of $46,000,000). Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JULY 6, 2021 [•] Ordinary Shares Genius Group Limited This is a firm commitment initial public offering of ordinary shares of Genius Group Limited. Prior to this offering, there has been no public market for our ordinary shares. We anticipate that the initial public offering price of our shares will be between $[•] and $[•]. We intend to apply to list our ordinary shares on the [•] under the symbol “[•].” We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer.” Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page 22. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds to us, before expenses $ $ (1)Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. The underwriters will receive compensation in addition to the discounts and commissions. We refer you to “Underwriting” beginning on page 144 for additional information regarding underwriters’ compensation. We have granted a 45-day option to the representative of the underwriters to purchase up to an additional [•] ordinary shares, solely to cover over-allotments, if any. The underwriters expect to deliver the ordinary shares to purchasers on or about , 2021. ThinkEquity a division of Fordham Financial Management, Inc. The date of this prospectus is , 2021. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Table Of Contents Page About This Prospectus 1 Prospectus Summary 4 Summary Combined Unaudited Pro Forma Financial Data 18 Non-GAAP Financial Measures — Adjusted EBITDA 20 Risk Factors 22 Cautionary Note Regarding Forward-Looking Statements 42 Use of Proceeds 44 Dividend Policy 45 Capitalization 46 Dilution 48 Summary Combined Unaudited Pro Forma Financial Data for Genius Group (Including IPO 50 Acquisitions) Summary Historical Financial Data for Pre-IPO Group 56 Summary Historical Financial Data for UAV 58 Management’s Discussion and Analysis of Financial Condition and Results of Operations