United States securities and exchange commission logo
March 14, 2022
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re: Genius Group Ltd.
Amendment No. 7 to
Registration Statement on Form F-1
Filed February 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
February 17, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-1 Filed February 25,
2022
Prospectus Summary, page 9
1. We note that you have
updated the graphic located at the beginning of the prospectus but
the graphic on page 9
was not revised. As previously requested, please revise your
graphics reflecting
"Our Revenue Growth" and "Our Financial Growth" to include
disclosure of the
Pre-IPO Group's actual revenues, EBITDA, total assets and
shareholders equity
as of and for the period ended 2020 and the first half of 2021. Also, it
appears that the column
reflecting total assets and shareholders' equity for eight
companies (pro forma)
should be labeled 2021 H1 rather than 2020 H1. Please advise or
revise.
Roger Hamilton
FirstName LastNameRoger Hamilton
Genius Group Ltd.
Comapany
March NameGenius Group Ltd.
14, 2022
March2 14, 2022 Page 2
Page
FirstName LastName
Capitalization, page 65
2. Refer to comment 10 of our letter dated September 28, 2021 and your
response in your
correspondence dated October 20, 2021. You responded that when the
number of
ordinary shares and pricing of the shares in this offering are
determined, then the pro
forma as adjusted column in the Capitalization section will match the
combined totals in
the pro forma balance sheet. However, the amount of your cash and cash
equivalents in
the pro forma as adjusted column of your capitalization table still
does not agree to the
amount in your pro forma balance sheet on page 73. Please reconcile
and revise
these disclosures.
3. The last paragraph on page 66 discussing your capitalization states
that the "Pro Forma
totals above differ to the respective Combined Totals in the pro forma
Balance Sheet in
the Selected Combined and Consolidated Financial Data section due to
inclusion in the
pro forma Balance Sheet of the effect of the sale of ordinary shares
in this offering." The
third bullet on page 65 states that the capitalization table sets
forth your "cash and cash
equivalents and your total capitalization as of June 30, 2021 adjusted
to reflect the sale of
7,272,727 ordinary shares in this offering, at an assumed initial
public offering price of
$5.50 per ordinary share, after deducting the underwriting discounts
and commissions and
estimated offering expenses." Please revise to eliminate these
inconsistent disclosures.
Dilution, page 67
4. Your disclosure states that your pro forma net tangible book value of
the Pre-IPO Group
plus the IPO Acquisitions as of June 30, 2021 was $21,459,087, and
without taking into
account any other changes in pro forma net tangible book value after
June 30, 2021, other
than to give effect to 6-for-1 share split and the sale of the
ordinary shares offered in this
offering at the assumed initial public offering price of $5.50 per
ordinary share and after
deduction of the underwriting discounts and commissions and estimated
offering expenses
payable by you, your pro forma as adjusted net tangible book value as
of June 30, 2021
would have been approximately $21,459,087. Please explain why the
tangible book value
of the Pre-IPO Group plus the IPO Acquisitions and the tangible book
value after
giving effect to 6-for-1 share split and the sale of the ordinary
shares offered in this
offering are the same amount.
5. Please reconcile your pro forma net tangible book value at June 30,
2021 of $21,459,087
to the amounts presented in your pro forma balance sheet presented on
page 73.
6. Please explain how you calculated or determined the dilution amount to
shareholders in
the offering of $.34 per share. This amount should be the difference
between the price
paid by investors in the offering and your net tangible book value per
share after giving
effect to the offering and related use of proceeds. Please advise or
revise as appropriate.
Roger Hamilton
FirstName LastNameRoger Hamilton
Genius Group Ltd.
Comapany
March NameGenius Group Ltd.
14, 2022
March3 14, 2022 Page 3
Page
FirstName LastName
Further Company Information
University of Antelope Valley
Material Terms of the Stock Purchase Agreement with University of Antelope
Valley, page 198
7. Please update your disclosure on page 198 to indicate that the IPO
deadline/terms of the
Stock Purchase Agreement with UAV was extended to March 31, 2022.
General
8. We note the Free Writing Prospectus filed February 25, 2022 includes
information that
was previously contained in your prior prospectus, on which we
commented and you
removed from and/or revised in the prospectus, including the statement
that GeniusU is an
"Amazon for Education," the graphic that states you reach 200
countries, the graphic that
references your "100 Year Curriculum," and the modification of the
"Our Genius
Curriculum" graphic to indicate the contribution from the particular
pre-IPO companies
and IPO Acquisition companies. Discontinue the use of the FWP and
provide us with
your analysis regarding how you will address these deficiencies.
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 Nick Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Benjamin S. Reichel