Genius Group announces $33M rights offering

Genius Group (GNS) announced that its Board of Directors has approved a plan to proceed with a $33 million rights offering for the Company’s ordinary shares, with 100% of net proceeds to be used to purchase Bitcoin for the Company’s Bitcoin Treasury. The Rights Offering will be made only by means of a prospectus supplement, and this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any of securities. Each shareholder will receive one transferable right for each ordinary share held on January 24, 2025. The number of Rights to be issued to a shareholder as of the close of business on the Record Date will be rounded up to the nearest number of Rights. The Company’s ordinary shares are expected to trade “Ex-Rights” on the NYSE American beginning on January 24, 2025. Each Right entitles the holder to purchase one ordinary share of the Company at the subscription price of $0.50 per whole ordinary share. Rights holders who fully exercise their Basic Subscription Rights will be entitled to subscribe for additional ordinary shares of the Company that remain unsubscribed as a result of any unexercised Basic Subscription Rights. The Over-subscription Right allows a rights holder to subscribe for additional ordinary shares of the Company at the subscription price on a pro rata basis. Any record date shareholder who sells any Rights will not be eligible to participate in the over-subscription privilege. Rights holders who choose not to exercise their Rights may sell their Rights. Trading in the Rights on the NYSE American is expected to begin on a “when-issued” basis on January 23, 2025 under the symbol “GNS RTWI” and trade on a “regular way” basis on January 27, 2025 under the symbol “GNS RT” and continue until the close of trading on the NYSE American on February 13, 2025. The Rights Offering expires at 4.30 p.m., Eastern Time, on February 14, 2025 unless extended by the Company. The Company plans to use 100% of the net proceeds of the Rights Offering to purchase Bitcoin for its Bitcoin Treasury. The Company anticipates that, in the event that the Rights Offering is fully subscribed, the proceeds will be up to $33 million. The Company also plans to pursue one or more additional loan financings of up to, in the aggregate, $20 million. If the Company is successful in raising the maximum amount in the Rights Offering and through additional loans, the Company’s Bitcoin Treasury will increase from approximately $35 million in Bitcoin to $86 million in Bitcoin.