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6-K 1 form6-k.htm 6-K

 

 

 

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 September, 2026

 

Commission File Number: 001-41353

 

Genius Group Limited

(Translation of registrant’s name into English)

 

3 Temasek Avenue,

#18-01, Centennial Tower

Singapore 039190

(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.

 

 

 

 
 

 

Exhibit Index

 

Exhibit

 

99.1  

Genius Group Announces 140% Increase in Revenue, $6.4 Million Net Profit from Operating Units, 79% Reduction in Total Net Loss in First Half of 2026

99.2   Genius Group Limited Reports Unaudited Financial Results for H1 2026

 

 
 

 

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: September 28, 2026    
  By: /s/ Roger James Hamilton
  Name: Roger James Hamilton
  Title:

Chief Executive Officer and Chairman

(Principal Executive Officer)

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Genius Group Announces 140% Increase in Revenue,

$6.4 Million Net Profit from Operating Units, 79% Reduction in Total Net Loss in First Half of 2026

 

188% increase in Gross Profit, growth in net assets to $106 million

 

Company restructure in H1 2026 has resulted in profitable operating units, 99% reduction in third-party debt.

 

79% reduction in total net loss to $4 million, down from $19 million in first half of 2025.

 

Legal wins have removed constraints to future growth of its dual AI and Bitcoin treasury plans.

 

SINGAPORE, September 28, 2026 (GLOBE NEWSWIRE) - Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”), a leading AI-powered education group, today announced its unaudited financial results for the six months ended June 30, 2026.

 

Roger Hamilton, CEO of Genius Group, said: “The first half of 2026 was a period of restructuring. We closed or restructured loss-making divisions, paid down 99% of all third-party debt, and rebuilt the Group around three operating units: Genius School, Genius Academy and Genius Resorts. As a result, the group achieved 140% increase in revenue, with $6.4 million net profit from operating businesses.”

 

“Since the end of the period, the last of the constraints on the business has been removed. On August 31, 2026 the U.S. Court of Appeals for the Second Circuit vacated the preliminary injunction that had restrained the Company from issuing shares, raising capital and purchasing Bitcoin, and we received a final ICC arbitration award in our favor of $7,971,168.53 together with the return of 7,387,374 shares. That allows us to pursue the $1.2 billion capital plan approved by our Board, to fund our dual AI and Bitcoin treasury, and to scale the Genius OS product suite and the Genius City model we launched in Bali. We are focused on building our net asset per share, and further to the growth in our net assets to $106 million, our net asset per share has grown to $0.61 per share.”

 

The results presented in this release are for the six months ended June 30, 2026 and are unaudited. They include a full six months of the entities acquired in the second half of 2025 - Entrepreneur Resorts Pte Ltd, Tau Game Lodge, Matla Game Lodge, Vision Villa Resort and Genius Cafe, all completed on July 31, 2025, and ProEd Global School, completed in November 2025 - whereas the comparative period ended June 30, 2025 does not include them. Revealed Films, which closed on May 13, 2026, and E-Squared Education Enterprises, which closed in 2025, are presented within discontinued operations for both periods. The unaudited condensed consolidated financial statements for the six months ended June 30, 2026 have been reviewed by the Company’s auditor and are compared with the reviewed unaudited financial statements for the six months ended June 30, 2025.

 

Financial Highlights for the First Half of 2026

 

● 140% increase in revenue from continuing operations of $6.2 million, compared to $2.6 million in the first half of 2025. The increase was driven by $2.1 million of Resorts revenue following the acquisitions completed in July 2025 and growth in School revenue to $2.3 million from $0.4 million. Academy revenue was $1.7 million.

 

● 188% increase in gross profit to $3.5 million from $1.2 million, driven by a focus on higher margin education programs with gross margin improving to 56.6% from 47.1%.

 

● A decrease in operating expenses to $12.1 million, compared to $12.7 million in the first half of 2025. The decrease was primarily driven by a $2.8 million reduction in stock-based compensation together with lower depreciation and amortization and lower foreign exchange losses, and a reduction in underlying general and administrative costs.

 

● A reversal in operational performance to $6.4 million net profit from operations, compared to $2.8 million net loss from operations in the first half of 2025.

 

● 35% reduction in net loss from treasury and central costs to $10.5 million from $16.2 million in the first half of 2025, after taking into account one-off costs including a $3.1 million charge from the reduction in its Bitcoin Treasury and $1.2 million in non-recurring expenses.

 

● 79% reduction in total net loss to $4.0 million, compared to $19 million in the first half of 2025.

 

 
 

 

● Basic and diluted loss per share of $(0.06), based on 162.6 million weighted-average shares outstanding, compared to a loss per share of $(0.34) on 53.2 million weighted-average shares in the first half of 2025 on a continuing basis.
     
● Cash and cash equivalents of $1.9 million as of June 30, 2026, compared to $2.4 million as of December 31, 2025. The decrease reflects $8.2 million used in investing activities: principally a $7.7 million purchase of a senior secured convertible note, convertible at the Company’s election into 9.9% equity in the Jewel Bank which was partly offset by $6.7 million generated from operating activities and $1.5 million from financing activities (primarily $11.3 million of share issuance proceeds, net of $8.6 million of debt repayment).

 

● Total current assets of $10.10 million, compared to $23.9 million as of December 31, 2025 due to the disposal of the Group’s digital assets, the proceeds of which were applied to repay the associated Bitcoin-backed loan and the Group’s remaining third-party debt.

 

● Total assets of $131.5 million, compared to $136.9 million as of December 31, 2025, with total liabilities reduced by 37% to $25.5 million from $40.3 million.

 

● Net assets of $105.97 million as of June 30, 2026, compared to $96.62 million as of December 31, 2025, representing a 10% increase, and resulting in Net Asset Value per Share (NAVPS) of $0.61 per share.

 

Strategic and Operational Highlights for the First Half of 2026

 

  ● Closure or restructuring of loss-making divisions, including the closure of Revealed Films on May 13, 2026, leaving three operating units: Genius School, Genius Academy and Genius Resorts.
     
  ● Sale of the remainder of the Company’s Bitcoin Treasury and repayment of the Company’s third-party debt, reducing total liabilities by 37% to $25.5 million.
     
  ● Growth in net assets to $106 million at June 30, 2026 from $96.6 million at December 31, 2025, with net asset value per share adopted as a primary performance measure.
     
  ● Launch and scaling of Student AI and Teacher AI, which reached approximately 300,000 users during 2026.
     
  ● Completion in February 2026 of the share count exercise under the Asset Purchase Agreement with Entrepreneur Resorts Ltd, with 16.7 million ERL shares converting to GNS shares.

 

  ● Buyback of 6,037,851 ordinary shares and cancellation of 20,000,000 ordinary shares in June 2026, equivalent to 16% of the Company’s public float.
     
  ● Continued progress on the Company’s legal actions, including its appeal against the preliminary injunction and its ICC arbitration claim.

 

Recent Strategic and Operational Highlights

 

  ● Launch on July 21, 2026 of Genius OS, the Company’s full AI-agent product suite spanning Genius School, Genius Academy, Genius Resorts and Genius City, connecting to over 300 AI models and offered on free, $9 per month and $90 per month subscription tiers.
     
  ● Award of a Five-Star Hotel rating to Vision Villa Resort in Bali in July 2026 under Indonesia’s Star Hotel Tourism Business Certification Scheme.
     
  ● Second round of the Company’s Share Loyalty Bonus Program, with a record date of July 31, 2026 and a cash bonus of $0.10 per qualifying share for shares held in book entry through January 30, 2027. Directors, officers and employees do not qualify.
     
  ● Launch in August 2026 of the first phase of the $14 million Genius City joint venture at Nuanu Creative City, Bali, comprising Genius Zone, Genius Cafe, Genius Missions and Genius School.
     
  ● Opening of the 2026/27 school year at the Nuanu campus with 235 students, approximately 65% year-on-year enrolment growth, with capacity across the Company’s Bali campuses expanded to approximately 1,000 students.
     
  ● Net assets of $105.97 million and net asset value per share of $0.61 based on 173.4 million issued shares.

 

 
 

 

  ● Announcement on August 27, 2026 of a five-year capital plan under the Company’s $1.2 billion shelf registration, to be funded through the issuance of a publicly registered Perpetual Preferred Security with an initial offering targeted at $12.5 million. Targets under that capital plan of $800 million in AI treasury assets and $827 million in Bitcoin treasury assets, and $2 billion in total assets by the financial year ending 2031.
     
  ● Shareholder authorization for the issuance of preferred shares and for the buyback of up to 20% of the Company’s ordinary shares.
     
  ● Vacatur, by summary order of the U.S. Court of Appeals for the Second Circuit dated August 31, 2026, of the preliminary injunction entered by the U.S. District Court for the Southern District of New York on March 13, 2025, which had restrained the Company from issuing shares, raising capital and purchasing Bitcoin. The matter has been remanded to the district court for further proceedings.
     
  ● Final ICC arbitration award in the Company’s favor, entitling the Company to the return of 7,387,374 ordinary shares, monetary damages of $6,595,180 and legal fees and expenses of $1,375,988.53, a total of $7,971,168.53.

 

Gaurav Dama, CFO of Genius Group, said: “Our priority in the first half was to put the balance sheet on a sound footing. We disposed of the remaining Bitcoin Treasury and repaid third-party debt, which reduced total liabilities by 37% to $25.5 million and lifted net assets 10% to $106 million. At the same time we closed or restructured loss-making divisions and held central costs down. Each operating unit is now expected to fund its own growth, and with the injunction lifted we are able to raise capital on planned terms rather than opportunistically. Net asset value per share remains our reporting focus.”

 

Other

 

The audit report on the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 9, 2026, was prepared on a going concern basis. The Company’s unaudited condensed consolidated financial statements as of June 30, 2026 have also been prepared on a going concern basis.

 

About Genius Group

 

Genius Group (NYSE American: GNS) delivers AI-powered education and acceleration solutions for the future of work. The Group serves 6 million users in over 100 countries through its Genius City model and its online marketplace of AI training, AI tools and AI talent, providing personalized, entrepreneurial AI pathways at individual, enterprise and government level. To learn more, please visit www.geniusgroup.net.

 

Investor Notice

 

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described in our most recent Annual Report on Form 20-F, as amended for the fiscal year ended December 31, 2025, filed with the SEC on March 9, 2026. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Forward-Looking Statements” below.

 

Forward-Looking Statements

 

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

 

 
 

 

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Expressed In US Dollars)

 

   

As of

June 30, 2026

   

As of

December 31, 2025

 
    (Unaudited)     (Audited)  
Assets                
Current Assets                
Cash and cash equivalents     1,883,775       2,422,988  
Accounts receivable, net     1,066,049       1,122,988  
Other receivables     1,734,079       1,734,281  
Due from related parties     3,572,192       388,129  
Digital assets     -       14,901,321  
Inventories     211,532       682,575  
Prepaid expenses and other current assets     1,631,115       2,613,014  
Total Current Assets     10,098,742       23,865,296  
Property and equipment, net     13,046,614       12,946,708  
Operating lease right-of-use asset     2,136,932       2,315,726  
Investments at fair value     9,998,751       1,396,266  
Investments in joint venture     5,100,000       5,100,000  
Goodwill     44,784,037       44,792,535  
Intangible assets, net     9,580,637       9,763,092  
Other receivables     795,492       814,457  
Other non-current assets     35,941,962       35,941,961  
Total Assets     131,483,167       136,936,041  
Liabilities and Shareholders’ Equity                
Current Liabilities                
Accounts payable     6,539,417       4,253,912  
Accrued expenses and other current liabilities     2,677,214       3,564,543  
Deferred revenue     4,059,913       3,886,345  
Income tax payable     50,630       71,263  
Due to related parties     1,169,741       7,009,162  
Operating lease liabilities – current portion     325,264       234,169  
Loans payable – current portion     101,532       8,577,774  
Short term debt     25,000       25,000  
Total Current Liabilities     14,948,711       27,622,168  
Due to related parties     9,239,094       9,722,569  
Operating lease liabilities – non current portion     1,939,977       2,066,167  
Deferred tax liability     (626,267 )     907,500  
Loans payable – non-current portion     6,784       -  
Total Liabilities     25,508,299       40,318,404  
Commitments and Contingencies Shareholders’ Equity:                
Contributed capital     251,089,794       238,695,979  
Treasury shares     (4,346,764 )     (4,346,764 )
Reserves     (6,188,838 )     (7,131,612 )
Accumulated deficit     (141,681,155 )     (137,963,053 )
Capital and reserves attributable to owners of Genius Group Ltd     98,873,037       89,254,550  
Non controlling interest     7,101,831       7,363,087  
Total Shareholders’ Equity     105,974,868       96,617,637  
Total Liabilities and Shareholders’ Equity     131,483,167       136,936,041  

 

 
 

 

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed In US Dollars)

 

    For the Six months ended  
    Jun 30, 2026     June 30, 2025  
    (Unaudited)     (Unaudited)  
Revenue   $ 6,199,005     $ 2,585,564  
Cost of revenue     (2,690,593 )     (1,367,536 )
Gross profit     3,508,412       1,218,028  
Operating (Expenses) Income                
General and administrative     (10,539,710 )     (10,638,567 )
Depreciation and amortization     (357,282 )     (727,573 )
Other operating income     17,214       418  
Legal expenses     (1,247,189 )     (1,023,496 )
Loss from foreign currency transactions     (22,933 )     (272,299 )
Total operating expenses     (12,149,900 )     (12,661,517 )
Loss from Operations     (8,641,488 )     (11,443,489 )
(Expense) Income                
Interest expense, net     (500,962 )     (735,670 )
Loss on sale of Digital asset     (3,138,337 )     (5,873,799 )
Reversal of impairment loss     3,179,313       -  
Other expense     (8,293 )     -  
Other income     45,828       3,083  
Total Other Expense     (422,451 )     (6,606,386 )
Loss Before Income Tax from continuing operations     (9,063,939 )     (18,049,875 )
Income Tax (Expense) / Benefit     (544 )     1,186  
Net Loss from continuing operations     (9,064,483 )     (18,048,689 )
Profit/(Loss) from discontinued operations, net of tax     5,085,125       (954,852 )
Net Loss     (3,979,358 )     (19,003,541 )
Other comprehensive income/(loss):                
Foreign currency translation     942,774       481,899  
Total Comprehensive Loss     (3,036,584 )     (18,521,642 )
Total Comprehensive Loss is attributable to:                
Owners of Genius Group Ltd     (2,775,328 )     (18,492,255 )
Non controlling interest     (261,256 )     (29,387 )
Total Comprehensive Loss     (3,036,584 )     (18,521,642 )
Weighted-average number of shares outstanding, basic and diluted     162,675,202       53,195,540  
Basic and diluted loss per share from continuing operations     (0.06 )     (0.34 )

 

 
 

 

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed In US Dollars)

 

    For the Six months Ended  
    June 30, 2026     June 30, 2025  
    (Unaudited)     (Unaudited)  
Cash Flows from Operating Activities                
Net loss   $ (3,979,358 )   $ (19,003,541 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock-based compensation     1,010,000       (405,897 )
Depreciation and amortization     618,126       1,021,476  
Interest expense     500,962       735,670  
Provision for allowance of credit loss     -       2,080  
Loss on foreign exchange transactions     22,933       272,299  
Loss on sale of Digital asset     3,138,337     5,873,799  
Reversal of impairment loss     (3,179,313 )     -  
Gain on dissolution of a subsidiary     (5,495,192 )     -  
Non-cash share issuance     126,210       -  
Changes in operating assets and liabilities:                
Accounts receivable     56,939       1,243,818  
Other receivable     19,167       (73,594 )
Prepaid expenses and other current assets     61,392       (3,920,266 )
Digital assets     11,762,984       13,842,727  
Inventories     471,041       -  
Accounts payable     2,285,505       830,599  
Accrued expenses and other current liabilities     (887,329 )     (445,310 )
Deferred revenue     173,568       (296,561 )
Income tax payable     (41,828 )     (59,611 )
Net Cash Provided by (Used in) Operating Activities     6,664,144       (382,312 )
Cash Flows from Investing Activities                
Internally developed software     (78,389 )     (149,873 )
Purchase of property, equipment and intangibles, net     (429,750 )     (4,499 )
Investment at fair value     (7,657,625 )     (40,000 )
Net Cash Used in Investing Activities     (8,165,764 )     (194,372 )
Cash Flows from Financing Activities                
Amount due to/from related party, net     (832,454 )     341,042  
Interest paid     (372,760 )     (735,670 )
Proceeds from equity issuances, net     11,322,745       7,311,098  
Repayment of borrowings, net     (8,597,662 )     (5,416,255 )
Lease payments     (35,096 )     -  
Net Cash Provided by Financing Activities     1,484,773       1,500,215  
Effect of Exchange Rate Changes on Cash     (522,366 )     155,515  
Net Increase / (Decrease) in Cash     (539,213 )     1,079,046  
Cash – Beginning of period     2,422,988       1,614,933  
Cash – End of period     1,883,775       2,693,979  

 

 
 

 

Summary Consolidated Financial Data

 

   

Unaudited Financials Six

Months Ended (USD 000’s)

   

Audited Financials Year

Ended (USD 000’s)

 
Summary Income Data:  

June 30,

2026

   

June 30,

2025

   

December 31,

2025

   

December 31,

2024

 
Revenue     6,199       2,586       8,102       6,743  
Cost of revenue     (2,691 )     (1,368 )     (4,346 )     (3,754 )
Gross profit     3,508       1,218       3,756       2,989  
Other Operating Income     17       -       258       24  
Operating Expenses     (12,167 )     (12,661 )     (26,836 )     (20,804 )
Operating Loss     (8,642 )     (11,443 )     (22,822 )     (17,791 )
Other income     3,226       3       -       5,032  
Other Expense     (3,646 )     (6,609 )     (25,892 )     (6,822 )
Net Loss Before Tax     (9,062 )     (18,049 )     (48,714 )     (19,581 )
Tax (Expense)/Benefits     (1 )     1       (653 )     2,252  
Net Loss from continuing operations     (9,063 )     (18,048 )     (49,367 )     (17,329 )
(Loss)/ Profit from discontinued operations, net of tax     5,085       (955 )     (6,090 )     (7,611 )
Net loss     (3,978 )     (19,003 )     (55,457 )     (24,940 )
Other Comprehensive Income/(Loss)     942       482       1,151       (49 )
Total Loss     (3,036 )     (18,521 )     (54,306 )     (24,989 )
Net loss per share, basic and diluted from continuing operations     (0.06 )     (0.34 )     (0.48 )     (0.71 )
Weighted-average number of shares outstanding, basic and diluted     162,675,202       53,195,540       101,452,196       24,153,220  

 

    Unaudited Financials Six Months Ended, (USD 000’s)    

Audited Financials

Year Ended (USD 000’s)

 
   

June 30,

2026

   

December 31,

2025

   

December 31,

2024

 
Summary Balance Sheet Data:                        
Total current assets     10,099       23,865       42,419  
Total non-current assets     121,385       113,071       58,636  
Total Assets     131,484       136,936       101,055  
Total current liabilities     14,949       27,622       11,609  
Total non-current liabilities     10,560       12,696       10,036  
Total Liabilities     25,509       40,318       21,645  
Total Shareholders’ Equity     105,975       96,618       79,410  
Total Liabilities and Shareholders’ Equity     131,484       136,936       101,055  

 

Operational and Central Results

 

In addition to our IFRS results, we present our results split between “Operational” and “Central”. Operational comprises the Group’s operating businesses — Genius School, Genius Academy and Genius Resorts, together with the entities that support them — and includes all of the Group’s revenue and cost of revenue and the operating expenses of those businesses. Central comprises the holding company: group head office and corporate costs, financing costs, and the Group’s treasury activities, including its digital asset holdings. Each line of the Operational and Central columns sums to the corresponding line of the consolidated statement of operations, and the Total column agrees to that statement in every period presented.

 

Summary Financial Data (Operational Metrics)

 

    June 30, 2026     June 30, 2025  
Summary Income Data:   Operational     Central     Total     Operational     Central     Total  
Revenue     6,199       -       6,199       2,586       -       2,586  
Cost of revenue     (2,691 )     -       (2,691 )     (1,368 )     -       (1,368 )
Gross profit     3,508       -       3,508       1,218       -       1,218  
Other Operating Income     17       -     17       -       -       -  
Operating Expenses     (4,856 )     (7,311 )     (12,167 )     (2,331 )     (10,330 )     (12,661 )
Operating profit (Loss)     (1,331 )     (7,311 )     (8,642 )     (1,113 )     (10,330 )     (11,443 )
Other Income     3,220       6       3,226       3       -       3  
Other Expense     (499 )     (3,147 )     (3,646 )     (735 )     (5,874 )     (6,609 )
Net Income (Loss) Before Tax     1,390       (10,452 )     (9,062 )     (1,845 )     (16,204 )     (18,049 )
Tax Expense     (1 )     -       (1 )     -       1       1  
Net Income (Loss) After Tax from continuing operations     1,389       (10,452 )     (9,063 )     (1,845 )     (16,203 )     (18,048 )
(Loss)/ Profit from discontinued operations, net of tax     5,085       -       5,085       (955 )     -       (955 )
Net Income (Loss) After Tax     6,474       (10,452 )     (3,978 )     (2,800 )     (16,203 )     (19,003 )
Other Comprehensive Income/(loss)     942       -       942       482       -       482  
Total Income (Loss)     7,416       (10,452 )     (3,036 )     (2,318 )     (16,203 )     (18,521 )

 

 
 

 

Non-IFRS Financial Measure

 

We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.

 

We calculate Adjusted EBITDA from continuing operations as net loss from continuing operations, plus income tax expense or benefit, net interest expense, depreciation and amortization, non-recurring legal expenses, impairment charges and reversals of impairment, revaluation adjustments, the loss on disposal of Bitcoin, share-based compensation expense, bad debt provisions and write-offs. Adjusted EBITDA for the financial years ended December 31, 2025 and December 31, 2024 has been recalculated on the same continuing-operations basis and therefore differs from the amounts previously reported. The difference arises solely from the change in presentation, under which the results of divisions now reported within discontinued operations are excluded from Adjusted EBITDA in all periods presented; the amounts previously reported in the Company’s Annual Report on Form 20-F were calculated on a total-operations basis and are therefore not directly comparable.

 

Derived from Financial Statements

 

   

Genius Group Unaudited Financials
Six Months Ended (USD 000’s)

   

Group Audited Financials

Year Ended (USD 000’s)

 
   

June 30,

2026

   

June 30,

2025

   

December 31,

2025

   

December 31,

2024

 
Net Loss from continuing operations     (9,063 )     (18,048 )     (49,367 )     (17,329 )
Tax Benefits     1       (1 )     653       (2,252 )
Interest Expense, net     501       736       3,391       1,146  
Depreciation and Amortization     618       1,021       2,332       2,059  
Legal expense (non-recurring)     1,247       1,023       3,407       2,579  
Addition/ (Reversal) of Impairment     (3,179 )     -       16,372       7,647  
Revaluation adjustment     -       -       3,641       (3,714 )
Loss on disposal of bitcoin     3,138     5,874       5,805       -  
Stock Based Compensation     1,010       3,860       7,574       4,218  
Bad Debt Provision     -       2       (267 )     (575 )
Write off     2       -       -       -  
Adjusted EBITDA from continuing operations     (5,725 )     (5,533 )     (6,459 )     (6,221 )

 

Adjusted EBITDA (Operational Metrics)

 

    June 30, 2026     June 30, 2025  
    Operational     Central     Total     Operational     Central     Total  
Net Income (Loss) from continuing operations     1,389       (10,452 )     (9,063 )     (1,845 )     (16,203 )     (18,048 )
Tax Expense     1       -       1       -       (1 )     (1 )
Interest Expense, net     373       128       501       736       -       736  
Depreciation and Amortization     618       -       618       1,019       2       1,021  
Reversal of impairment (due from related parties)     (3,179 )     -       (3,179 )     -       -       -  
Loss on Disposal of Bitcoin     -       3,138     3,138       -       5,874       5,874  
One off expenses (non-recurring)     -       1,247       1,247       -       1,023       1,023  
Stock Based Compensation     -       1,010       1,010       -       3,860       3,860  
Write off     -       2       2       -       -       -  
Bad Debt Provision     -       -       -       2       -       2  
Adjusted EBITDA, from continuing operations     (798 )     (4,927 )     (5,725 )     (88 )     (5,445 )     (5,533 )

 

Contacts

 

Investors:

 

Investor Relations Team

Email: investor@geniusgroup.net

 

 

 

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

Genius Group Limited Reports Unaudited Financial Results for H1 2026

 

● 140% increase in revenue from continuing operations of $6.2 million, compared to $2.6 million in the first half of 2025. The increase was driven by $2.1 million of Resorts revenue following the acquisitions completed in July 2025 and growth in School revenue to $2.3 million from $0.4 million. Academy revenue was $1.7 million.

 

● 188% increase in gross profit to $3.5 million from $1.2 million, driven by a focus on higher margin education programs with gross margin improving to 56.6% from 47.1%.

 

● A decrease in operating expenses to $12.1 million, compared to $12.7 million in the first half of 2025. The decrease was primarily driven by a $2.8 million reduction in stock-based compensation together with lower depreciation and amortization and lower foreign exchange losses, and a reduction in underlying general and administrative costs.

 

● A reversal in operational performance to $6.4 million net profit from operations, compared to $2.8 million net loss from operations in the first half of 2025.

 

● 35% reduction in net loss from treasury and central costs to $10.5 million from $16.2 million in the first half of 2025, after taking into account one-off costs including a $3.1 million charge from the reduction in its Bitcoin Treasury and $1.2 million in non-recurring expenses.

 

● 79% reduction in total net loss to $4.0 million, compared to $19 million in the first half of 2025.

 

● Basic and diluted loss per share of $(0.06), based on 162.6 million weighted-average shares outstanding, compared to a loss per share of $(0.34) on 53.2 million weighted-average shares in the first half of 2025 on a continuing basis.

 

● Cash and cash equivalents of $1.9 million as of June 30, 2026, compared to $2.4 million as of December 31, 2025. The decrease reflects $8.2 million used in investing activities: principally a $7.7 million investment in a senior secured convertible note in Jewel Bank which was partly offset by $6.7 million generated from operating activities and $1.5 million from financing activities (primarily $11.3 million of share issuance proceeds, net of $8.6 million of debt repayment).

 

● Total current assets of $10.10 million, compared to $23.9 million as of December 31, 2025 due to the disposal of the Group’s digital assets, the proceeds of which were applied to repay the associated Bitcoin-backed loan and the Group’s remaining third-party debt.

 

● Total assets of $131.5 million, compared to $136.9 million as of December 31, 2025, with total liabilities reduced by 37% to $25.5 million from $40.3 million.

 

● Net assets of $105.97 million as of June 30, 2026, compared to $96.62 million as of December 31, 2025, representing a 10% increase, and resulting in Net Asset Value per Share (NAVPS) of $0.61 per share.

 

The unaudited condensed consolidated financial statements set out below have been prepared using the recognition and measurement principles applied in the Company’s most recent audited annual financial statements and do not include the notes required for a complete set of financial statements. They have been reviewed by the Company’s auditor and have not been audited.

 

SINGAPORE, September 28, 2026 (GLOBE NEWSWIRE) - Genius Group Limited (NYSE American: GNS), a leading AI-powered education group, today announced its unaudited financial results for the six months ended June 30, 2026.

 

 
 

 

Key Business Metrics

 

We monitor the key business metrics and non-IFRS financial measures set forth below to help us evaluate our business and growth trends, set growth targets and budgets, and measure the effectiveness of our sales and marketing efforts. These key business metrics and non-IFRS financial measures are presented for supplemental informational purposes only, are not a substitute for IFRS financial measures, and may differ from similarly titled metrics or measures presented by other companies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-IFRS Financial Measures” for detailed descriptions of the measures and metrics shown below.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

We deliver AI-powered education and acceleration solutions for the future of work, serving 6 million users in over 100 countries through our Genius City model and our online marketplace of AI training, AI tools and AI talent. Our mission is to disrupt the current education model with a personalized, student-centered, AI-powered lifelong learning curriculum that prepares our global community with the leadership, entrepreneurial and life skills to succeed in today’s market.

 

Our financial growth model is based on a combination of three main factors:

 

  1. Growth of our Bitcoin Treasury and net assets, through the acquisition and custody of Bitcoin, which we believe will deliver long term value preservation to our shareholders.
     
  2. Growth of our Edtech platforms GeniusU and GeniusGroup.AI, with its digital curriculum and global student base, via wholly owned curriculum, hosting partners, and their content.
     
  3. Growth of our Genius City model, delivering a full lifelong learning curriculum in physical learning communities, from early learning to primary, secondary and adult learning.

 

To provide an accurate discussion and analysis of financial condition and results of operations, the financial information discussed below is presented for the Group on the following basis:

 

  ⮚ Financials for the Group: unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and June 30, 2025, together with audited consolidated financial statements for the financial years ended December 31, 2025 and 2024. The Group comprises Genius Group Limited, GeniusU Ltd (launched October 2019), Property Investors Network (acquired April 2022), Education Angels (acquired April 2022), University of Antelope Valley (acquired July 2022), Entrepreneur Resorts Pte Ltd (acquired July 2025), Tau Game Lodge (acquired July 2025), Matla Game Lodge (acquired July 2025), Vision Villa (acquired July 2025), Genius Cafe (acquired July 2025) and ProEd Global School (acquired November 2025). Revealed Films, previously included in the Group, closed on May 13, 2026 and its results are reported within discontinued operations for the period. E-Squared Education Enterprises (“ESQ”) ceased all operations in December 2024 and is subject to liquidation proceedings in South Africa; ESQ was de-recognized from the consolidated balance sheet as of the financial year ended December 31, 2025, with prior-period results classified within discontinued operations.

 

 
 

 

Results of Operations

 

Period Ended June 30, 2026, Compared to Period Ended June 30, 2025

 

The below discussion and analysis are for the unaudited financials of June 30, 2026 compared to June 30, 2025. For simplicity, any reference to the first half of 2026 is with reference to the 6 months financials as of and for the period ended June 30, 2026, and any reference to the first half of 2025 is with reference to the 6 months financials as of and for the period ended June 30, 2025.

 

Revenue: Our Group revenues from continuing operations increased from $2.6 million in first half of 2025 to $6.2 million in the first half of 2026, representing a 140% year-on-year increase. The increase was primarily driven by $2.1 million of Resorts Revenue following the acquisition of Entrepreneur Resorts Pte Ltd (ERPL), Tau Game Lodge, Matla Game Lodge, Vision Villa Resort and Genius Cafe, and growth in School Revenue to $2.3 million from $0.4 million in the prior-year period due to acquisition of ProEd, partly offset by a decrease in Academy Revenue to $1.7 million from $2.2 million. Revenue and results of Revealed Films, which was closed during the period, are presented within discontinued operations and are excluded from continuing-operations revenue above for both periods.

 

Our three main revenue segments are Academy Revenue, School Revenue, and Resorts Revenue. Academy Revenue and School Revenue together represent the Group’s education-related revenue, delivered through GeniusU and the Group’s school entities. Resorts Revenue consists of revenue generated from the Group’s locations through accommodation, food and beverage charges, and reflects the acquisition of Tau Game Lodge, Matla Game Lodge, Genius Cafe and Vision Villa completed at the end of July 2025. The following table shows the breakdown of this revenue into segments for Genius Group, on unaudited basis:

 

   

Group Unaudited Financials Six Months Ended (USD 000’s)

   

Group Audited Financials

Year Ended (USD 000’s)

 
    June 30,
2026
    June 30,
2025
    December 31,
2025
    December 31,
2024
 
Academy Revenue     1,736       2,185            4,445            4,543  
School Revenue     2,336       401       1,459       2,200  
Resorts Revenue     2,127       -       2,198       -  
Revenue from continuing operations     6,199       2,586       8,102       6,743  
Discontinued Operations Revenue     269       131       285       1,170  
Total Revenue     6,468       2,717       8,387       7,913  

 

Cost of Revenue: The Group’s cost of revenue from continuing operations was $2.7 million in the first half of 2026, giving gross profit of $3.5 million and a gross margin of 56.6%, compared to cost of revenue of $1.4 million, gross profit of $1.2 million and a gross margin of 47.1% in the first half of 2025. The improvement in gross margin was primarily driven by the addition of higher-margin Resorts and School revenue following the Group’s 2025 acquisitions.

 

Operating Expenses: The Group had operating expenses from continuing operations of $12.1 million in the first half of 2026, compared to $12.7 million in the first half of 2025, a 4% decrease. The decrease reflects lower depreciation and amortization of $0.4 million and lower foreign exchange losses, together with a reduction in underlying general and administrative costs despite absorbing a full six months of general and administrative costs from the entities acquired in the second half of 2025, partly offset by a $0.2 million increase in legal expenses. Staff costs, development costs, marketing, rental, legal and general expenses remain the primary components of the Group’s operating expenses.

 

During the six months ended June 30, 2026, the Group recognized a reversal of impairment of $3,179,313 in respect of amounts due from related parties that had been impaired in prior periods. The Group will reassess the recoverability of these balances as of December 31, 2026 in connection with the annual audit, and the amount ultimately recognized may differ from the amount recorded in this interim period.

 

Non-IFRS Financial Measure — Adjusted EBITDA: We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.

 

We calculate Adjusted EBITDA from continuing operations as net loss from continuing operations, plus income tax expense or benefit, net interest expense, depreciation and amortization, non-recurring legal expenses, impairment charges and reversals of impairment, revaluation adjustments, the loss on disposal of Bitcoin, share-based compensation expense, bad debt provisions and write-offs. Adjusted EBITDA for the financial years ended December 31, 2025 and December 31, 2024 has been recalculated on the same continuing-operations basis and therefore differs from the amounts previously reported. The difference arises solely from the change in presentation, under which the results of divisions now reported within discontinued operations are excluded from Adjusted EBITDA in all periods presented; the amounts previously reported in the Company’s Annual Report on Form 20-F were calculated on a total-operations basis and are therefore not directly comparable.

 

 
 

 

Derived from Financial Statements

 

   

Genius Group Unaudited Financials
Six Months Ended (USD 000’s)

   

Group Audited Financials

Year Ended (USD 000’s)

 
   

June 30,

2026

   

June 30,

2025

   

December 31,

2025

   

December 31,

2024

 
Net Income/Loss from continuing operations     (9,063 )     (18,048 )     (49,367 )     (17,329 )
Tax Benefits     1       (1 )     653       (2,252 )
Interest Expense, net     501       736       3,391       1,146  
Depreciation and Amortization     618       1,021       2,332       2,059  
Legal expense (non-recurring)     1,247       1,023       3,407       2,579  
Addition/ (Reversal) of Impairment     (3,179 )     -       16,372       7,647  
Revaluation adjustment     -       -       3,641       (3,714 )
Loss on disposal of bitcoin     3,138     5,874       5,805       -  
Stock Based Compensation     1,010       3,860       7,574       4,218  
Bad Debt Provision     -       2       (267 )     (575 )
Write off     2       -       -       -  
Adjusted EBITDA from continuing operations     (5,725 )     (5,533 )     (6,459 )     (6,221 )

 

Adjusted EBITDA (Operational Metrics)

 

    June 30, 2026     June 30, 2025  
    Operational     Central     Total     Operational     Central     Total  
Net Income (Loss) from continuing operations     1,389       (10,452 )     (9,063 )     (1,845 )     (16,203 )     (18,048 )
Tax Expense     1       -       1       -       (1 )     (1 )
Interest Expense, net     373       128       501       736       -       736  
Depreciation and Amortization     618       -       618       1,019       2       1,021  
Reversal of impairment (due from related parties)     (3,179 )     -       (3,179 )     -       -       -  
Loss on Disposal of Bitcoin     -       3,138    

3,138

      -       5,874       5,874  
One off expenses (non-recurring)     -       1,247       1,247       -       1,023       1,023  
Stock Based Compensation     -       1,010       1,010       -       3,860       3,860  
Write off     -       2       2       -       -       -  
Bad Debt Provision     -       -       -       2       -       2  
Adjusted EBITDA, from continuing operations     (798 )     (4,927 )     (5,725 )     (88 )     (5,445 )     (5,533 )

 

The Group recorded negative Adjusted EBITDA of $(5.73) million in the first half of 2026, compared to negative $(5.53) million in the first half of 2025, broadly in line year on year. The reconciliation excludes the reversal of a related-party impairment, which drove much of the reduction in net loss, while adding back the loss on disposal of digital assets and the period’s one-off items, including $1.2 million of legal expense and $1.0 million of stock-based compensation.

 

Cash and Cash Equivalents: The Group held $1.9 million in cash and cash equivalents as of June 30, 2026, compared to $2.4 million as of December 31, 2025. Operating activities generated $6.7 million of cash in the period, principally from the realization of the Group’s digital assets, and financing activities generated $1.5 million; these inflows were more than offset by $8.2 million used in investing activities, mainly the purchase of investments at fair value, and $0.5 million of adverse exchange rate movements.

 

Current Assets: The Group’s current assets reduced from $23.87 million as of December 31, 2025 to $10.10 million as of June 30, 2026, with a current ratio of 0.68 compared to 0.86 as of December 31, 2025. The primary reason for the decrease was the disposal of the Group’s digital assets during the period, which fell from $14.9 million to nil.

 

Non-Current Assets: The Group’s non-current assets increased from $113.07 million as of December 31, 2025 to $121.39 million as of June 30, 2026, primarily due to an $8.6 million increase in investments at fair value.

 

 
 

 

Current Liabilities: The Group’s current liabilities decreased from $27.62 million as of December 31, 2025 to $14.91 million as of June 30, 2026, primarily due to the repayment of current loans payable, including the Bitcoin-backed loan, and the settlement of related-party balances during the period.

 

Non-Current Liabilities: The Group’s non-current liabilities decreased from $12.70 million as of December 31, 2025 to $10.56 million as of June 30, 2026, due to a combination of loan repayments during the period and a movement in the Group’s deferred tax position.

 

Shareholders’ Equity: The Group’s shareholders’ equity increased from $96.62 million as of December 31, 2025 to $105.97 million as of June 30, 2026. The increase was driven by approximately $12.4 million of share capital issued during the period, comprising the ATM offering, the American Ventures share issuance, shares issued for the Jewel Bank convertible note, shares issued in satisfaction of a liability and employee shares, net of share buybacks, together with a $0.9 million favourable foreign currency translation movement, partly offset by the Group’s net loss of $4.0 million for the period.

 

Liquidity and Capital Resources

 

Our principal sources of liquidity are our cash and cash equivalents, short-term investments and cash generated from operations. Cash and cash equivalents and short-term investments consist mostly of cash on deposit with banks. As of June 30, 2026 we held cash and cash equivalents of $1.89 million at various financial institutions, compared to $2.42 million as of December 31, 2025.

 

Investments at Fair Value:

 

During Q2, the Company entered into an agreement to acquire a senior secured convertible note, convertible at the Company’s election into 9.9% equity in Jewel Bank. The Company has determined that cost represents the most appropriate estimate of fair value as of June 30, 2026, in accordance with IFRS 9. The Company will reassess this estimate at each reporting date and will remeasure the investment at fair value once sufficient information becomes available.

 

The Company’s investment in Entrepreneur Resorts Limited (“ERL”) is carried at fair value of $1,381,666 as of June 30, 2026. As no new information or transactions have occurred since December 31, 2025 that would indicate a change in value, the Company has determined that the fair value as of December 31, 2025 remains the best available estimate as of June 30, 2026. Fair value will be reassessed at the next reporting period or upon the occurrence of an event providing evidence of a change in value.

 

Going Concern

 

Pursuant to IAS 1, Presentation of Financial Statements, the Company is required to evaluate, at each annual and interim reporting date, whether conditions or events, considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within one year after the date on which the financial statements are issued. The Group incurred net loss of US$3.98 million and generated cash flows from operations of US$6.66 million during the period ended June 30, 2026. As of June 30, 2026 the Group’s current liabilities of $14.91 million exceeded its current assets of $10.10 million, and the Group had accumulated losses of US$141.68 million. On that basis, management has determined that, without additional capital being raised in the next twelve months, there is substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s unaudited consolidated financial statements as of June 30, 2026 have been prepared on a going concern basis. Although the Company has taken, and plans to continue to take, proactive measures to strengthen its liquidity position and provide additional financial flexibility, including the capital plan announced on August 27, 2026 and discussions with lenders and bankers, there can be no assurance that these measures, including their timing and terms, will be successful or sufficient.

 

Subsequent events

 

Subsequent to June 2026, the Company has issued 9,905,782 ordinary shares for the consideration of $1.65 million for the utilization of At The Market Offering.

 

Subsequent to June 30, 2026, on September 25, 2026 the Company delivered a notice of acceleration to Jewel Bank under its Senior Secured Convertible Note, citing certain breaches of the Note and related agreements. The parties are in communication regarding the various matters and the outcome cannot be determined at this time.

 

Subsequent to June 2026, the record date of July 31, 2026 was set for the second round of the Company’s Share Loyalty Bonus Program, under which a cash bonus of $0.10 per qualifying share is payable to shareholders holding shares in book entry through January 30, 2027.

 

Subsequent to June 2026, the Company announced a five-year capital plan under its $1.2 billion shelf registration, to be funded through the issuance of a publicly registered Perpetual Preferred Security with an initial offering targeted at $12.5 million.

 

Two developments in the Company’s legal proceedings occurred after the end of the period:

 

  ● By summary order dated August 31, 2026, the U.S. Court of Appeals for the Second Circuit vacated the preliminary injunction entered by the U.S. District Court for the Southern District of New York on March 13, 2025, which had restrained the Company from issuing shares, raising capital and purchasing Bitcoin, and remanded the matter to the district court for further proceedings.

 

  ● The Company received a final ICC arbitration award in its favor entitling it to the return of 7,387,374 ordinary shares, monetary damages of $6,595,180 and legal fees and expenses of $1,375,988.53, a total of $7,971,168.53. No asset has been recognized in respect of the award in the financial statements for the six months ended June 30, 2026.

 

 
 

 

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

(Expressed in US Dollars)

 

   

As of

June 30, 2026

    As of
December 31, 2025
 
    (Unaudited)     (Audited)  
Assets                
Current Assets                
Cash and cash equivalents     1,883,775       2,422,988  
Accounts receivable, net     1,066,049       1,122,988  
Other receivables     1,734,079       1,734,281  
Due from related parties     3,572,192       388,129  
Digital assets     -       14,901,321  
Inventories     211,532       682,575  
Prepaid expenses and other current assets     1,631,115       2,613,014  
Total Current Assets     10,098,742       23,865,296  
Property and equipment, net     13,046,614       12,946,708  
Operating lease right-of-use asset     2,136,932       2,315,726  
Investments at fair value     9,998,751       1,396,266  
Investments in joint venture     5,100,000       5,100,000  
Goodwill     44,784,037       44,792,535  
Intangible assets, net     9,580,637       9,763,092  
Other receivables     795,492       814,457  
Other non-current assets     35,941,962       35,941,961  
Total Assets     131,483,167       136,936,041  
Liabilities and Shareholders’ Equity                
Current Liabilities                
Accounts payable     6,539,417       4,253,912  
Accrued expenses and other current liabilities     2,677,214       3,564,543  
Deferred revenue     4,059,913       3,886,345  
Income tax payable     50,630       71,263  
Due to related parties     1,169,741       7,009,162  
Operating lease liabilities – current portion     325,264       234,169  
Loans payable – current portion     101,532       8,577,774  
Short term debt     25,000       25,000  
Total Current Liabilities     14,948,711       27,622,168  
Due to related parties     9,239,094       9,722,569  
Operating lease liabilities – non current portion     1,939,977       2,066,167  
Deferred tax liability     (626,267 )     907,500  
Loans payable – non-current portion     6,784       -  
Total Liabilities     25,508,299       40,318,404  
Commitments and Contingencies Shareholders’ Equity:                
Contributed capital     251,089,794       238,695,979  
Treasury shares     (4,346,764 )     (4,346,764 )
Reserves     (6,188,838 )     (7,131,612 )
Accumulated deficit     (141,681,155 )     (137,963,053 )
Capital and reserves attributable to owners of Genius Group Ltd     98,873,037       89,254,550  
Non controlling interest     7,101,831       7,363,087  
Total Shareholders’ Equity     105,974,868       96,617,637  
Total Liabilities and Shareholders’ Equity     131,483,167       136,936,041  

 

 
 

 

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed In US Dollars)

 

   

For the 6 months period ended June 30, 2026

   

For the 6 months period ended June 30, 2025

 
    (Unaudited)     (Unaudited)  
Revenue   $ 6,199,005     $ 2,585,564  
Cost of revenue     (2,690,593 )     (1,367,536 )
Gross profit     3,508,412       1,218,028  
Operating (Expenses) Income                
General and administrative     (10,539,710 )     (10,638,567 )
Depreciation and amortization     (357,282 )     (727,573 )
Other operating income     17,214       418  
Legal expenses     (1,247,189 )     (1,023,496 )
Loss from foreign currency transactions     (22,933 )     (272,299 )
Total operating expenses     (12,149,900 )     (12,661,517 )
Loss from Operations     (8,641,488 )     (11,443,489 )
(Expense) Income                
Interest expense, net     (500,962 )     (735,670 )
Loss on sale of Digital asset     (3,138,337 )     (5,873,799 )
Reversal of impairment loss     3,179,313       -  
Other expense     (8,293 )     -  
Other income     45,828       3,083  
Total Other Expense     (422,451 )     (6,606,386 )
Loss Before Income Tax from continuing operations     (9,063,939 )     (18,049,875 )
Income Tax (Expense) / Benefit     (544 )     1,186  
Net Loss from continuing operations     (9,064,483 )     (18,048,689 )
Profit/(Loss) from discontinued operations, net of tax     5,085,125       (954,852 )
Net Loss     (3,979,358 )     (19,003,541 )
Other comprehensive loss:                
Foreign currency translation     942,774       481,899  
Total Comprehensive Loss     (3,036,584 )     (18,521,642 )
Total Comprehensive Loss is attributable to:                
Owners of Genius Group Ltd     (2,775,328 )     (18,492,255 )
Non controlling interest     (261,256 )     (29,387 )
Total Comprehensive Loss     (3,036,584 )     (18,521,642 )
Weighted-average number of shares outstanding, basic and diluted     162,675,202       53,195,540  
Basic and diluted loss per share from continuing operations     (0.06 )     (0.34 )

 

 
 

 

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed In US dollars)

 

   

Contributed

Capital

   

Non-

controlling

Interest

   

Foreign

Currency

    Reserves    

Accumulated

Deficit

   

Total

Equity

 
                                     
Balance, January 1, 2025     166,301,870       5,631,729       (110,313 )     (8,398,000 )     (84,014,856 )     79,410,430  
                                                 
Net loss     —       (29,387 )     —       —       (18,974,154 )     (19,003,541 )
Foreign currency translation adjustments     —       —       481,899       —       —       481,899  
Genius Group- ATM shares     6,576,331       —       —       —       —       6,576,331  
CEO purchase of shares     336,000       —       —       —       —       336,000  
Acquisition of Assets of XD Academy     40,000       —       —       —       —       40,000  
Share based compensation     (405,897 )     —       —       —       —       (405,897 )
H1 2025 Share Plan     398,792       —       —       —       —       398,792  
Balance, June 30, 2025     173,247,096       5,602,342       371,586       (8,398,000 )     (102,989,010 )     67,834,014  

 

   

Contributed

Capital

   

Treasury

Shares

   

Non-

controlling

Interest

   

Foreign

Currency

     Reserves    

Accumulated

Deficit

   

Total

Equity

 
                                           
Balance, January 1, 2026     238,695,979       (4,346,764 )     7,363,087       1,041,958       (8,173,570 )     (137,963,053 )     96,617,637  
                                                         
Net loss     —       —       (261,256 )     —       —       (3,718,102 )     (3,979,358 )
Foreign currency translation adjustments     —       —       —       942,774       —       —       942,774  
Genius Group – ATM shares     3,735,505       —       —       —       —       —       3,735,505  
Shares buyback     (58,325 )     —       —       —       —       —       (58,325 )
American Ventures – share issuance     7,209,999       —       —       —       —       —       7,209,999  
Employee shares     435,566       —       —       —       —       —       435,566  
Share issuance for Jewel Investment     944,860       —       —       —       —       —       944,860  
Share issuance in satisfaction of liability     126,210       —       —       —       —       —       126,210  
Balance, June 30, 2026     251,089,794       (4,346,764 )     7,101,831       1,984,732       (8,173,570 )     (141,681,155 )     105,974,868  

 

 
 

 

GENIUS GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed In US Dollars)

 

    For the Six months Ended  
    June 30, 2026     June 30, 2025  
    (Unaudited)     (Unaudited)  
Cash Flows from Operating Activities                
Net loss   $ (3,979,358 )   $ (19,003,541 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock-based compensation     1,010,000       (405,897 )
Depreciation and amortization     618,126       1,021,476  
Interest expense     500,962       735,670  
Provision for credit loss     -       2,080  
Loss on foreign exchange transactions     22,933       272,299  
Loss on sale of Digital asset     3,138,337     5,873,799  
Reversal of impairment loss     (3,179,313 )     -  
Gain on dissolution of a subsidiary     (5,495,192 )     -  
Non-cash share issuance     126,210       -  
Changes in operating assets and liabilities:                
Accounts receivable     56,939       1,243,818  
Other receivable     19,167       (73,594 )
Prepaid expenses and other current assets     61,392       (3,920,266 )
Digital assets     11,762,984       13,842,727  
Inventories     471,041       -  
Accounts payable     2,285,505       830,599  
Accrued expenses and other current liabilities     (887,329 )     (445,310 )
Deferred revenue     173,568       (296,561 )
Income tax payable     (41,828 )     (59,611 )
Net Cash Provided by (Used in) Operating Activities     6,664,144       (382,312 )
Cash Flows from Investing Activities                
Internally developed software     (78,389 )     (149,873 )
Purchase of property, equipment and intangibles, net     (429,750 )     (4,499 )
Investment at fair value     (7,657,625 )     (40,000 )
Net Cash Used in Investing Activities     (8,165,764 )     (194,372 )
Cash Flows from Financing Activities                
Amount due to/from related party, net     (832,454 )     341,042  
Interest paid     (372,760 )     (735,670 )
Proceeds from equity issuances, net     11,322,745       7,311,098  
Repayment of borrowings, net     (8,597,662 )     (5,416,255 )
Lease payments     (35,096 )     -  
Net Cash Provided by Financing Activities     1,484,773       1,500,215  
Effect of Exchange Rate Changes on Cash     (522,366 )     155,515  
Net Increase / (Decrease) in Cash     (539,213 )     1,079,046  
Cash – Beginning of period     2,422,988       1,614,933  
Cash – End of period     1,883,775       2,693,979  

 

 
 

 

Summary Consolidated Financial Data

 

    Unaudited Financials Six
Months Ended (USD 000’s)
   

Audited Financials

Year Ended (USD 000’s)

 
Summary Income Data:  

June 30,

2026

   

June 30,

2025

   

December 31,

2025

   

December 31,

2024

 
Revenue     6,199       2,586       8,102       6,743  
Cost of revenue     (2,691 )     (1,368 )     (4,346 )     (3,754 )
Gross profit     3,508       1,218       3,756       2,989  
Other Operating Income     17       -       258       24  
Operating Expenses     (12,167 )     (12,661 )     (26,836 )     (20,804 )
Operating Loss     (8,642 )     (11,443 )     (22,822 )     (17,791 )
Other income     3,226       3       -       5,032  
Other Expense     (3,646 )     (6,609 )     (25,892 )     (6,822 )
Net Loss Before Tax     (9,062 )     (18,049 )     (48,714 )     (19,581 )
Tax (Expense)/Benefits     (1 )     1       (653 )     2,252  
Net Loss from continuing operations     (9,063 )     (18,048 )     (49,367 )     (17,329 )
(Loss)/ Profit from discontinued operations, net of tax     5,085       (955 )     (6,090 )     (7,611 )
Net loss     (3,978 )     (19,003 )     (55,457 )     (24,940 )
Other Comprehensive Income/(Loss)     942       482       1,151       (49 )
Total Loss     (3,036 )     (18,521 )     (54,306 )     (24,989 )
Net loss per share, basic and diluted from continuing operations     (0.06 )     (0.34 )     (0.48 )     (0.71 )
Weighted-average number of shares outstanding, basic and diluted     162,675,202       53,195,540       101,452,196       24,153,220  

 

    Unaudited Financials Six Months Ended, (USD 000’s)    

Audited Financials

Year Ended (USD 000’s)

 
   

June 30,

2026

   

December 31,

2025

   

December 31,

2024

 
Summary Balance Sheet Data:                        
Total current assets     10,099       23,865       42,419  
Total non-current assets     121,385       113,071       58,636  
Total Assets     131,484       136,936       101,055  
Total current liabilities     14,949       27,622       11,609  
Total non-current liabilities     10,560       12,696       10,036  
Total Liabilities     25,509       40,318       21,645  
Total Shareholders’ Equity     105,975       96,618       79,410  
Total Liabilities and Shareholders’ Equity     131,484       136,936       101,055  

 

Operational and Central Results

 

In addition to our IFRS results, we present our results split between “Operational” and “Central”. Operational comprises the Group’s operating businesses — Genius School, Genius Academy and Genius Resorts, together with the entities that support them — and includes all of the Group’s revenue and cost of revenue and the operating expenses of those businesses. Central comprises the holding company: group head office and corporate costs, financing costs, and the Group’s treasury activities, including its digital asset holdings. Each line of the Operational and Central columns sums to the corresponding line of the consolidated statement of operations, and the Total column agrees to that statement in every period presented.

 

Summary Financial Data (Operational Metrics)

 

    June 30, 2026     June 30, 2025  
Summary Income Data:   Operational     Central     Total     Operational     Central     Total  
Revenue     6,199       -       6,199       2,586       -       2,586  
Cost of revenue     (2,691 )     -       (2,691 )     (1,368 )     -       (1,368 )
Gross profit     3,508       -       3,508       1,218       -       1,218  
Other Operating Income     17       -       17       -       -       -  
Operating Expenses     (4,856 )     (7,311 )     (12,167 )     (2,331 )     (10,330 )     (12,661 )
Operating profit (Loss)     (1,331 )     (7,311 )     (8,642 )     (1,113 )     (10,330 )     (11,443 )
Other income     3,220      

6

      3,226       3       -       3  
Other Expense     (499 )     (3,147 )     (3,646 )     (735 )     (5,874 )     (6,609 )
Net Income (Loss) Before Tax     1,390       (10,452 )     (9,062 )     (1,845 )     (16,204 )     (18,049 )
Tax Expense     (1 )     -       (1 )     -       1       1  
Net Income (Loss) After Tax from continuing operations     1,389       (10,452 )     (9,063 )     (1,845 )     (16,203 )     (18,048 )
(Loss)/ Profit from discontinued operations, net of tax     5,085       -       5,085       (955 )     -       (955 )
Net Income (Loss) After Tax     6,474       (10,452 )     (3,978 )     (2,800 )     (16,203 )     (19,003 )
Other Comprehensive Income/(loss)     942       -       942       482       -       482  
Total Income (Loss)     7,416       (10,452 )     (3,036 )     (2,318 )     (16,203 )     (18,521 )