United States securities and exchange commission logo
February 9, 2022
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re: Genius Group Ltd.
Amendment No. 5 to
Registration Statement on Form F-1
Filed January 25,
2022
File No. 333-257700
Dear Mr. Hamilton:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 18, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-1 Filed January 25,
2022
Cover Page
1. We note your amended
disclosure in response to comment 1, and reissue the comment in
part. In this regard,
reference is made to the graphic presented on page 143. Where the
graphic implies that
you cover education from "Prep 0-7" through "Mentor 18-100+,"
please revise the
graphic, as you have in a similar graphic on the inside of your
registration statement
cover page, to include the number of students enrolled at each of
these levels, the
number of students that are paying students, the businesses which include
such students, the
location of these businesses, and their contribution to overall revenue.
For example, for "Prep
0-7" indicate that this subset is covered by Education Angels,
which operates only in
New Zealand, specify the number of students at ages 0-7, and
Roger Hamilton
FirstName LastNameRoger Hamilton
Genius Group Ltd.
Comapany9,NameGenius
February 2022 Group Ltd.
February
Page 2 9, 2022 Page 2
FirstName LastName
indicate the percentage of revenue that comes from this subset. As
requested in comment
1, please also include similar revisions elsewhere, such as on page
124 of your Business
section where you discuss accredited courses, global faculty, and a
"100 Year
Curriculum."
Prospectus Summary, page 4
2. We note your amended disclosure in response to comment 3, and reissue
the comment in
part. To provide additional context for investors, please revise the
disclosure in the
beginning of your prospectus summary to include the graphic titled
Our Genius Group
Companies that you have included on the inside of your registration
statement cover page
and page 130 of your Business section. In addition, where you disclose
that PIN is the
only IPO acquisition company that has started using the GeniusU Edtech
platform on
pages 16 and 143, please also to disclose when you expect to integrate
your education
tools and entrepreneur programs into the businesses of the IPO
acquisition companies that
do not currently use such tools or programs. Lastly, please revise to
include the "Our
Revenue Growth" and "Our Financial Growth" graphics in your prospectus
summary,
which were previously included here, but recently moved to the inside
of the registration
statement cover page.
3. We note your discussions of the number of students enrolled, number of
paying students,
the businesses which include such students and their contribution to
overall revenue
relating to "PRIMARY - 6 to 14 years old" and "SECONDARY - 12 to 18
years old" on
pages 16 and 143. Please revise to separately quantify and clarify how
E-Square's number
of students enrolled, number of paying students, and its overall
revenue contributes to
each of these levels. In this regard, it is unclear how E-Square can
contribute "relative
revenue and student size" to your "SECONDARY - 12 to 18 years old"
level, if all of its
revenue and paying students is related to the "PRIMARY - 6 to 14 years
old" level.
Risk Factors
Risks Related to Our Business and Industry (All Group Companies), page 30
4. We note your amended disclosure in response to comment 5, and reissue
the comment in
part. In this regard, we note that your risk factor disclosure in the
Risks Related to Our
Business and Industry (All Group Companies)" section continues to
focus on GeniusU,
your Edtech platform, and the Pre-IPO Group. For instance, your risk
factor disclosure on
page 30 states that, "In each of 2019 and 2020, and the six months
ended June 30, 2021
and June 30, 2020, over 90% of our revenues were generated from
operations outside of
the United States." However, this does not appear to take into account
the IPO
Acquisition companies contribution to your revenues given, for
instance, 41% of your pro
forma Group revenue in 2020 was generated from UAV's operations in the
state of
California. Please revise your risk factor disclosure in this section
to not only disclose
risks that are specific to the Pre-IPO Group and your GeniusU Edtech
platform, but also
risks related to all of the IPO Acquisition companies included in the
Group.
Roger Hamilton
FirstName LastNameRoger Hamilton
Genius Group Ltd.
Comapany9,NameGenius
February 2022 Group Ltd.
February
Page 3 9, 2022 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The Impact of the COVID-19 Pandemic on Operations, page 85
5. We note your amended disclosure in response to comment 9, and we
reissue in part.
Please revise to discuss how the effects your IPO Acquisition
companies have
experienced from the pandemic has or will impact their ability to
contribute to your digital
education revenue, as you have with respect to the companies in the
Pre-IPO Group.
6. You disclose on page 85 that, "The four IPO Acquisitions were also
impacted by COVID-
19. Each company, however, was able to maintain or grow their revenues
during this
period." Please reconcile this disclosure with your disclosure in the
paragraph
immediately following, which indicates that UAV experienced a 16%
decline in revenue
in 2020 and a 23% decrease in revenue for the six months ended June
30, 2021 as a result
of the pandemic.
Results of Operations
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
(Income
Statement), page 100
7. We note your revised disclosures in response to comment 11, and that
UAV s decline in
revenues was largely due to uncertainties of students to be able
to enroll and complete
the semester due to the prolonged lock down in the first half of 2021.
Please explain what
is meant by "uncertainties," and whether this means that students
disenrolled or otherwise
decided not to attend.
Credit Facility, page 114
8. We note your amended disclosure in response to comment 12, and reissue
the comment in
part. Please revise to disclose the amounts outstanding under UAV's
two bank notes
payable.
Genius Group Limited and Subsidiaries Consolidated Financial Statements
Note 4. Business Combinations, page F-23
9. We note your response to prior comment 16. Please revise your
disclosure to
bridge the difference between the amounts in your disclosure in your
notes to the financial
statements and the amounts presented on your financial statements.
Your revised
disclosure should be presented in a level of detail consistent with
your response to
comment 16.
Exhibits
10. Refer to Exhibit 23.1 - Consent of Independent Registered Public
Accounting Firm.
Please revise the consent of Marcum LLP so it references the correct
dual dating of its
report on the audited financial statements of the Genesis Group
Limited and Subsidiaries
included on page F-3 of the registration statement.
Roger Hamilton
Genius Group Ltd.
February 9, 2022
Page 4
You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with
any other
questions.
Sincerely,
FirstName LastNameRoger Hamilton
Division of Corporation
Finance
Comapany NameGenius Group Ltd.
Office of Trade &
Services
February 9, 2022 Page 4
cc: Benjamin S. Reichel
FirstName LastName