GNS Genius Group Limited

 

 

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 January, 2025

 

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.

 

 

 

Annual General Meeting

 

On December 30, 2024, Genius Group Limited (the “Company”) held an Annual General Meeting at Genius Central Singapore Pte Ltd, 7 Amoy Street #01-01 Far East Square Singapore 049949 at 4:00 p.m. (Singapore time) (the “AGM”), for the purpose of considering and if thought fit, passing, with or without amendments, the ordinary resolutions below:

 

PROPOSAL 1. To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2022, together with the Auditor’s Report.

 

For		Against		Abstain		Total Shares Voted
11,095,258		326,651		170,365		11,421,909
(97.14%)		(2.86%)

 

Based on the foregoing votes, Proposal 1 was approved.

 

PROPOSAL 2. To approve the payment of directors’ fees and remuneration of directors for the financial year ended 31 December 2023.

 

For		Against		Abstain		Total Shares Voted
9,900,825		1,492,549		198,900		11,393,374
(86.90%)		(13.10%)

 

Based on the foregoing votes, Proposal 2 was approved.

 

PROPOSAL 3. To re-elect Suraj Prakash Naik (Class II Director), who is retiring in accordance with Regulation 89 of the existing constitution (the “Existing Constitution”) of the Company dated 16 May 2023.

 

For		Against		Abstain		Total Shares Voted
10,893,913		491,248		207,112		11,385,161
(95.69%)		(4.31%)

 

Based on the foregoing votes, Proposal 3 was approved.

 

PROPOSAL 4. To re-elect Eduardo Renan Huerta-Mercado Herrera, who is retiring in accordance with Regulation 92 of the Existing Constitution.

 

For		Against		Abstain		Total Shares Voted
10,912,240		472,528		207,506		11,384,768
(95.85%)		(4.15%)

 

Based on the foregoing votes, Proposal 4 was approved.

 

PROPOSAL 5. To re-elect Gary Michael Pattison, who is retiring in accordance with Regulation 92 of the Existing Constitution.

 

For		Against		Abstain		Total Shares Voted
10,935,622		458,569		198,082		11,394,192
(95.98%)		(4.02%)

 

Based on the foregoing votes, Proposal 5 was approved.

 

 

PROPOSAL 6. To re-elect Christiaan Christoffel Putter, who is retiring in accordance with Regulation 92 of the Existing Constitution.

 

For		Against		Abstain		Total Shares Voted
10,934,246		459,794		198,233		11,394,041
(95.96%)		(4.04%)

 

Based on the foregoing votes, Proposal 6 was approved.

 

PROPOSAL 7. To re-elect Thomas Peter Power, who is retiring in accordance with Regulation 92 of the Existing Constitution.

 

For		Against		Abstain		Total Shares Voted
10,933,291		460,890		198,093		11,394,181
(95.96%)		(4.04%)

 

Based on the foregoing votes, Proposal 7 was approved.

 

PROPOSAL 8. To re-elect Eva Maria Mantziou, who is retiring in accordance with Regulation 92 of the Existing Constitution.

 

For		Against		Abstain		Total Shares Voted
10,865,463		534,065		192,746		11,399,528
(95.32%)		(4.68%)

 

Based on the foregoing votes, Proposal 8 was approved.

 

PROPOSAL 9. To re-appoint Enrome LLP as the Auditor for the ensuing year and to authorize the Directors to fix their remuneration

 

For		Against		Abstain		Total Shares Voted
10,997,099		427,502		167,674		11,424,600
(96.26%)		(3.74%)

 

Based on the foregoing votes, Proposal 9 was approved.

 

PROPOSAL 10. To authorize Directors to issue shares.

 

For		Against		Abstain		Total Shares Voted
8,006,475		2,965,649		620,151		10,972,124
(72.97%)		(27.03%)

 

Based on the foregoing votes, Proposal 10 was approved.

 

PROPOSAL 11. To adopt the new constitution by special resolution.

 

For		Against		Abstain		Total Shares Voted
10,178,613		713,230		700,431		10,891,843
(93.45%)		(6.55%)

 

Based on the foregoing votes, Proposal 11 was approved.

 

 

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.

 

	GENIUS GROUP LIMITED
Date: January 3, 2025
	By:	/s/ Roger Hamilton
	Name:	Roger Hamilton
	Title:	Chief Executive Officer
		(Principal Executive Officer)

 

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