Genius Group Limited (GNS)

Just another way of issuing more shares to sell.Roger will do and say anything too make a buck.Good luck and good trading.

GNS has lost its shirt on Roger’s Bitcoin bets…same thing will happen with this “AI Treasury”.

Roger has been spewing the same BS for years.Whatever the flavor of the week or month is that's what Roger's selling.This guy is something else.Hiding in Singapore and pulling all the strings of his puppet show.Always on the lookout for more suckers.It's your money folks!Good luck and good trading.

It will be worth the wait

https://www.businessinsider.com/andrew-left-verdict-convicted-of-securities-fraud-2026-5

Yesterday

Need some help understanding this F3 [..that Stock Barber DD King is never round when you need him ;] .. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ? Up to 15,000,000 Ordinary Shares in the Aggregate (Including Ordinary Shares Issuable Upon Exercise of Pre-Funded Warrants)



Pursuant to this prospectus, the selling shareholders of Genius Group Limited, a Singapore corporation (the “Company”), identified in this prospectus (the “selling shareholders”) may offer its ordinary shares, without par value or ordinary shares underlying prefunded warrants (“common shares”), from time to time if and to the extent as such selling shareholders may determine, as described in the section entitled “Plan of Distribution,” at prevailing market prices, at prices based upon prevailing market prices or at negotiated prices. If any common shares are sold, the selling shareholders will pay any brokerage commissions and/or similar charges incurred for the sale of such shares.



This prospectus covers the resale by the Selling Stockholders of up to 15,000,000 Ordinary Shares in the aggregate. This amount includes both (i) Ordinary Shares previously issued to certain Selling Stockholders and (ii) Ordinary Shares issuable upon exercise of Pre-Funded Warrants. For each Ordinary Share registered for issuance upon exercise of a Pre-Funded Warrant, the number of Ordinary Shares available under this registration statement is reduced by one. The common shares and prefunded warrants to purchase common shares were sold at a price per share of $0.40 (unless otherwise designated, all dollar amounts are in USD).



We are not selling any common shares included in this prospectus. While we will not receive any of the proceeds from the sale of any common shares sold by the selling shareholders pursuant to this prospectus, we will receive proceeds from any exercise of the selling shareholder warrants, assuming such exercise does not occur on a cashless exercise basis. See the additional information provided under the headings “Use of Proceeds” and “Selling Shareholders.”

The short version: **This F-3 is registering up to 15,000,000 Genius Group shares so that existing investors (the “selling shareholders”) can legally *resell* their shares or the shares they will receive when they exercise pre-funded warrants. The company itself is *not* selling shares and will not receive money from those resales—only from warrant exercises.**

Below is a clear, structured breakdown so you can understand exactly what’s going on.

---

## 🧩 What the Rule 415 checkbox means
Rule 415 allows securities to be sold **“on a delayed or continuous basis.”**
By checking the box, Genius Group is saying:

- These shares **won’t all be sold at once**
- Selling shareholders may sell **whenever they choose**, over time
- Sales can occur at:
- prevailing market prices
- prices based on market prices
- negotiated prices

This is commonly called a **resale shelf registration**.

If you want to dig deeper into this rule, you can explore Rule 415 or shelf_registration.

---

## 📦 What is being registered?
The prospectus covers **up to 15,000,000 ordinary shares**, consisting of:

- **Shares already issued** to certain selling shareholders
- **Shares that will be issued** when pre-funded warrants are exercised

Each pre-funded warrant corresponds to **one ordinary share**, so the total number of shares registered decreases as warrants are exercised.

You can explore pre_funded_warrants or resale_registration if you want more clarity.

---

## 💰 Who gets the money?
This is the part that often confuses people.

### The company (Genius Group) does **NOT** receive:
- Any money from selling shareholders’ resale of shares
- Any proceeds from the $0.40 per-share sale that already happened

### The company **ONLY** receives money if:
- Selling shareholders **exercise their pre-funded warrants for cash**

If they choose a **cashless exercise**, the company receives **nothing**.

You can explore cashless_exercise or warrant_exercise_proceeds.

---

## 🧑‍💼 Who is selling the shares?
The “selling shareholders” are **existing investors** who already bought:

- Ordinary shares
- Pre-funded warrants

This F-3 simply gives them the legal ability to **resell** those shares publicly.

If you want to understand their role, you can explore selling_shareholders.

---

## 📝 Why file an F-3 for this?
Because:

- The company is foreign (Singapore), so it uses **Form F-3** instead of S-3
- It wants to register shares for **resale**, not a new offering
- It allows shareholders to sell freely without violating securities laws

You can explore Form_F3 or foreign_issuer_registration.

---

## 🔍 What this *does not* mean
- It does **not** mean the company is raising new capital
- It does **not** mean the company is issuing 15M new shares immediately
- It does **not** force selling shareholders to sell—it's optional

---

## ✔️ Bottom-line interpretation
This filing is:

> **A resale shelf registration allowing existing investors to sell up to 15M shares (including shares underlying pre-funded warrants) over time. The company itself receives no proceeds from those sales, only from warrant exercises.**

---

If you want, I can also break down:
- How this affects dilution
- How pre-funded warrants work in practice
- What this means for stock price

Which angle do you want to explore next?

Today

Lol, that was a request to tap your unique skills 🙂

Sure, go for it!

Cool Stock, can you fill in the blanks here to see how long it takes the lender to unravel their holdings? tia!..

Here’s a **clean, quick, high-signal summary** of the three filings you’re trying to understand — the ones that matter for calculating the Hudson Bay overhang. I’ll keep it tight, structured, and focused on what each filing *actually does*.

---

# **Summary of the Key MDAI / Hudson Bay Filings**

## **1. S-1 Registration Statement**
**Purpose:**
Registers the resale of shares issued to Hudson Bay (and any other PIPE investors).

**What it contains:**
- The **Selling Stockholder Table** — this is the *only place* that lists
- how many shares Hudson Bay can sell
- how many shares come from conversions
- how many come from warrants
- The **maximum number of shares** that could be issued under the financing
- The **reset/ratchet mechanics** that can increase the share count
- The **warrant strike prices** and **note conversion prices**

**Why it matters:**
This filing tells you the **total overhang** Hudson Bay is legally allowed to dump into the market.

---

## **2. 8-K with Securities Purchase Agreement**
**Purpose:**
Discloses the **actual financing deal** — the contract between MDAI and Hudson Bay.

**What it contains:**
- The **dollar amount** Hudson Bay invested
- The **initial conversion price** of the notes
- The **number of warrants** issued
- The **anti-dilution / reset provisions**
- The **conditions** under which Hudson Bay can convert or sell
- Any **floor price** (if one exists — many Hudson Bay deals have none)

**Why it matters:**
This filing tells you **how the overhang grows** when the stock price falls
and **why Hudson Bay sells into strength** after good news.

---

## **3. 424B3 Prospectus Supplement**
**Purpose:**
Updates the S-1 with **new share counts** after resets or additional conversions.

**What it contains:**
- Updated **selling stockholder tables**
- Revised **share totals** after price resets
- Any **newly registered shares**
- Updated **risk factors** related to dilution

**Why it matters:**
This filing tells you the **current**, not original, number of shares Hudson Bay can sell — essential because reset financing **increases** the share count over time.

---

# **How these three filings fit together**
Think of them as a pipeline:

1. **8-K** ? describes the deal
2. **S-1** ? registers the shares from the deal
3. **424B3** ? updates the share count as the deal dilutes

To calculate the Hudson Bay overhang, you need:

- the **original S-1 selling stockholder table**
- **all 424B3 amendments**
- the **conversion mechanics** from the 8-K

Together, they give you the **true maximum number of shares** Hudson Bay can unload.

---

If you want, I can now produce:

- A **step-by-step guide** to calculating the overhang
- A **reconstruction** of the likely Hudson Bay share count based on typical deal structures
- A **timeline** of when each filing hit and what changed

Just tell me whether you want the **overhang calculation walkthrough** or the **deal reconstruction**.

There are a lot of dumb traders who can't even bother to read the company's filings...

That is where bagholders come from!

The stock is moving 

It's your money.I know I won't touch it with a ten foot pole.Still haven't seen any dividends or anything that shows me this is legit.Good luck and good trading.

Does this mean that it’s a good time to jump in? 😂

Management is hosting an investor presentation webcast on Tuesday, June 2, 2026, at 9:00 am Eastern Time to discuss Genius Group’s treasury strategy in detail together with the structure and investment plan of the AGI Infinity Portfolio and how the strategy complements the Company’s education and digital banking plans. Details of the webcast will be available prior to the event at ir.geniusgroup.net

As usual,the super investors bought at the 52 week low and sold at the high yesterday.Still won't admit that this thing is a joke.We all knew that it was a flash in the pan.Roger will say anything too make a buck.Good luck and good trading.

And down she goes...

Amazing what a little DD can do!

The Company is pleased to announce that as per the Company’s Bitcoin Loyalty Program announced on October 23, 2025, all shareholders of record who are participating in the program and maintain their shares in book entry through to 4.30pm today, May 28, 2026, will receive the loyalty bonus of $0.10 per share. At the Company’s share price of $0.22 at market close on May 27, 2026, the bonus is equal to 45.4% of the Company’s share price. The bonus is payable in Bitcoin or in cash to all qualifying members. The Company thanks all shareholders who participated in the program.

All shareholders who kept Genius Group shares in book entry at the Company’s transfer agent from 4.30pm November 29, 2025 through to 4.30pm on May 28, 2026 qualify for the bonus.

Didn't follow that one. Just play the momo once in a while when not busy bagholding and averaging down. I had a look at your suggestion and just wish we had a few posters here with this kind of analysis;
OK, I got out of my trade at .2079 That was a big hit dilution that came in. I believe 2 million shares was hit in that. Through this whole news report BURU might have been able to get out 4,000,000 to 5,000,000 shares to keep the money flow coming into the company. This is very important everyone for the company they need this cash desperately. There’ll be no more selling until the stock runs up again. They won’t put down wood pressure on their own now that the stock is back at $.18 however when she goes to make a run up, expect pressure and heavy downward pressure once it starts to slow down they have to sell shares. They have to.
Pre Market is a good time to capitalize on that wood pressure lol.. similar thing happening with MDAI - seller just about done then kaboomage
I did like Barb's "Bonus Shares" DD for some genius's idea of a loyalty program here at $GN$. Buy the dips sell the rips glta

B U R U style? 😂

Bagholders held through today for the "bonus".

After today, they can finally sell!

Look out below...

The Company is pleased to announce that as per the Company’s Bitcoin Loyalty Program announced on October 23, 2025, all shareholders of record who are participating in the program and maintain their shares in book entry through to 4.30pm today, May 28, 2026, will receive the loyalty bonus of $0.10 per share. At the Company’s share price of $0.22 at market close on May 27, 2026, the bonus is equal to 45.4% of the Company’s share price. The bonus is payable in Bitcoin or in cash to all qualifying members. The Company thanks all shareholders who participated in the program.

All shareholders who kept Genius Group shares in book entry at the Company’s transfer agent from 4.30pm November 29, 2025 through to 4.30pm on May 28, 2026 qualify for the bonus.

If supported with a steady news flow trade the volatility tour (what we called our golf vacations ;)
https://stockcharts.com/sc3/ui/?s=GNS&p=w&b=5&g=0&id=p86431144783

Whatcha thinking in terms of PPS target. Not that anything is guaranteed 

Yeah but the ICC takes forever to collect. Shares can be returned but getting back the $8M is not so easy. This thing can drag forever 

.. not too much meat on those potatoes fo sho. Something is setting up.
https://stocktwits.com/Wearewhowethought/message/654720480

since both of you are talking trash, this means that GNS is going to explode upwards!

You know it and I know it.Just more white washing on this piece of crap.Good luck and good trading.

This turd is going to crater starting tomorrow!

This thing is going to crater!

GNS......................https://stockcharts.com/sc3/ui/?s=GNS&p=w&b=5&g=0&id=p86431144783

Just Roger and his gang buying a couple of changes to move the needle.Watch where it ends up.If you need a reference,check out the 3 year chart.Good luck and good trading.

check out AH bud.

Great another 6 billion shares.This new $1.2 billion dollar ATM and the shares are at 20 cents.Meaning to fund such a ATM,would mean 6 billion more shares.Doesn't that sound great?PT.Barnum said there's a sucker born every minute.I know Roger believes this.Good luck and good trading.PS:Still haven't seen any dividends.It gets better everyday!

Great, more litagition for a company they just bought, in another shady transaction.Magic numbers will appear on the company balance sheet.This is scam city 101 people.This is how these people work.Not one thing in the past ten years has come to past.The pile gets higher and the fog gets thicker.It's your money people,do as you will.Good luck and good trading.

This is also Huge
https://ir.geniusgroup.net/news-events/press-releases/detail/237/genius-group-launches-new-digital-banking-and-stablecoin

GO $GNS

This is Huge
https://ir.geniusgroup.net/news-events/press-releases/detail/236/genius-group-releases-updates-on-ai-education-and-digital

GO $GNS

“I'm the type of investor who believes in buying low and selling high.“

Is there another kind in penny stocks?

$GNS - Always the same clowns on this board that are short on this stock 

New Presentation Out 👇👇👇
https://d1io3yog0oux5.cloudfront.net/_f4893e5232763594c5ca2236443d53a0/geniusgroup/db/856/7769/pdf/GNS+Jewel+Bank+Investor+Presentation+-+May+2026.pdf

GO $GNS

I'm the type of investor who believes in buying low and selling high. Perfect timing to buy GNS. Do your DD and you will know why. IMO - NFA

GO $GNS

The stock price suggests the market doesn’t agree with your assessment.

It's NOT BS, It's the real deal. GNS going up real soon IMO - NFA

GO $GNS

Roger just keeps feeding a continuous line of bullshit to the market…doesn’t he…

$GNS - NEWS OUT!

Go $GNS. We all know it’s worth at least $0.70+ as is!
Imagine with all the winnings from court cases! Can’t wait for next Wednesday!

Poster child of a complete failure.View the 3 year chart.Sorry to say, but we got Roger'd.Good luck and good trading.

$GNS - sooner or later, this will squeeze! 

$GNS - BOOOM! tomorrow we cross $0.40++++

Not true at all!

But in a place where 99% of the stocks are P&D scams... WHAT DO YOU EXPECT?

You never have anything positive to say on any stock 

How can that be an "excellent post" when almost 2 months ago he had it surging up when instead it dropped 50%?

Too funny...