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 March, 2024
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.
Statement
from UAV Board of Trustees Regarding Closure of Campus
On
March 6, 2024, Genius Group Limited (the “Company” or “Genius Group”) received a statement from the Board of
Trustees of its subsidiary, the University of Antelope Valley, Inc (UAV) announcing the closure of the university and legal action against
the sellers of UAV, Marco and Sandra Johnson.
Genius
Group supports the decision of the UAV Board of Trustees and UAV management, and will work together with UAV and relevant authorities
on a smooth closure and transition of all students.
Genius
Group is pursuing a civil suit against the Johnsons in the Superior Court of California, County of Los Angeles. The case is entitled
“University of Antelope Valley v. Sandra Johnson, et al., LASC Case No. 23AVCV01437. [
The
management of Genius Group does not believe that the closure of the university will have any material impact on the financials of the
Company, as it has previously announced its transition to revenues away from campus revenue to online revenue.
The
Company maintains its 2024 guidance released on 22 January, 2024 of estimated annual revenue of $58.0 million to $60.0 million, adjusted
EBITDA of $2.5 million to $3.0 million, and number of students (and users) 9.5 million to 10 million.
The
UAV Statement is filed herewith as Exhibit 99.1
The
information in this Current Report on Form 6-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections
11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Current Report and in Exhibit 99.1 to this
Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
Exhibit
Index
Exhibit
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:
March 6, 2024 |
|
|
| |
By: |
/s/
Roger James Hamilton |
| |
Name: |
Roger
James Hamilton |
| |
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer) |
Exhibit
99.1
Statement
from University of Antelope Valley
It
is with a heavy heart we announce the closure of the University of Antelope Valley (“UAV”). The Board of Trustees and management
is currently working with the Department of Education, WSCUC and BPPE on a smooth teach out of programs and transfers with other institutions
for all of UAV’s students to ensure they can complete their studies.
We
sincerely regret the closure, as UAV’s dedicated staff have been working tirelessly towards the university’s survival. Their
efforts to transition out of the current campus have been complicated by media reports which have given a false and inaccurate picture
of the events leading up to this moment. While we work towards a smooth closure, we also want to set the record straight for the sake
of our students, staff and community. We believe the closure could have been avoided entirely if we had not had the active opposition
of the previous owners, Marco and Sandra Johnson.
In
recent months UAV requested for the Johnsons, who remained landlords of the UAV campus after selling UAV to the Genius Group 16 months
earlier, to make much needed repairs to the aging campus. We took issue with the amount of rent being charged which had doubled from
the past rent to over $1 million annually. There are over 400 issues of disrepair on campus - including serious damage and decay of the
roofing, structure, plumbing and electrics of the buildings causing a danger to students and staff.
Instead
of responding to UAV’s request, the Johnsons issued an eviction notice against UAV. Mediation to find a reasonable solution to
benefit the students failed and the Johnsons aggressively pursued the eviction seeking to effectively shut down the school.
As
a result, and with no alternative, UAV began steps in February to vacate the campus. During this time, the Johnsons have been speaking
to the press, with claims including:
“If
somebody had asked us for help, we could have jumped in several times. But nobody asked us for help” and “It crushes us.
This was not at all what we hoped would happen. What we can do at this point is help kids the best we can without stepping outside our
purview.”
At
the same time that the Johnsons insisted we vacate by the end of February, they released a statement to the press saying that they “were
prepared to let the students finish the current semester in April and remain in their dorms before we move to enforce our property rights...”
These
statements simply do not align with the actions of the Johnsons, who have forced UAV to leave the campus now and not at the end of the
semester. This is what has triggered the current teach out and transfer plans.
Media
claims have also focused on the financial state of the university. The university had a healthy cash balance in 2023, and the Genius
Group has provided over $4 million in additional funding to the university after it acquired UAV from the Johnsons. However, following
the eviction filing, the Department of Education put UAV on “heightened cash monitoring” which meant the University would
need to wait months before receiving Department of Education funds. As a result, the University has been providing tuition to students,
paying staff payroll and all expenses without receiving any funds from the Department of Education.
The
University’s campus and compliance issues stem back to the time when the Johnsons owned and managed the university and has led
to Genius Group filing a civil suit against the Johnsons. Despite the foregoing, the Genius Group continued to provide financial support
to UAV and we believed that this situation would be temporary. The University believed it could regain compliance once the campus issue
and civil case with the Johnsons were resolved. However, concerns from regulatory bodies of the current situation has led to UAV having
to close before this was all possible.
UAV’s
team is now focused on a smooth closure and transition for all students. Genius Group will continue with its civil suit. The case is
entitled “University of Antelope Valley v. Sandra Johnson, et al., LASC Case No. 23AVCV01437. The University will continue
to pursue all of its legal rights and remedies in connection with this action and against all responsible parties.
In
the last year, UAV has paid over $1 million in student refunds and reversals relating to the time when the university was owned by the
Johnsons. For any parents or students that believe they were improperly charged for courses or due refunds, please contact us at studentvoices@uav.edu.
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