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July 19, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Form 6-K
Response dated May 12, 2023
File No. 001-41353
Dear Roger James Hamilton:
            We have reviewed your May 12, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 2, 2023 letter.
Response dated May 12, 2023
General
1.We note that some of your responses to our comments stated you would
include responsive disclosure in your Annual Report on Form 20-F for the fiscal year
ended December 31, 2022, while other responses indicated more generally that you
would provide the requested disclosure in "your next filing."  However, it does not appear
that you have included all of the disclosure we requested in the aforementioned annual
report, which appears to have been "your next filing."  Please amend the annual report to
include all of the information you previously committed to provide, as well as the
additional information requested by the comments below.
2.We note your response to comment 1 and reissue in part.  Please amend your annual
report to disclose the risks and uncertainties with listing on this exchange as related to the

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 Comapany NameGenius Group Ltd
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Genius Group Ltd
July 19, 2023
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rights of shareholders and any restriction on investors on the Upstream platform.
Additionally, please revise your disclosure to address risks and uncertainties related to the
liquidity of your common stock and price volatility that may arise, for example.  Further,
please explain to us how the use of Boustead as an intermediary results in permissible
trading on Upstream by U.S. investors.  In this regard, we note U.S. investors can no
longer buy or sell securities on Upstream.
3.We note your responses to comments 2, 3, 5, 6, 7, 8 and 9. Please include the substance of
your responses in your amended annual report on Form 20-F.
4.We note your response to comment 6.  In your amended annual report on Form 20-F,
please provide a risk factor discussing the risks to the company should the Upstream KYC
review personnel misidentify a U.S. person as a non-U.S. person and permit them to trade
in the company's securities.  Specifically, we note the trading restrictions placed on
persons domiciled in the U.S. or a U.S. person living overseas.
5.We note your response to comment 7 and reissue in part.  In your amended annual report
on Form 20-F, please explain whether you are planning to offer any digital dividends and
disclose the process for distribution of digital dividends, including whether the digital
dividends will be limited to those who hold the tokenized shares.  Also explain how you
will inform and communicate to shareholders in regard to any digital dividends with
respect to the tokenized shares (e.g., press release, Form 6-K and, if required, after
effectiveness of any registration statement).  Further, please amend your annual report on
Form 20-F to clarify whether your U.S. investors can access Upstream to buy, sell or
otherwise receive NFTs with an eye to making clear what activities U.S. investors can and
cannot engage in on Upstream.
6.We note your response to comment 10.  In your amended annual report on Form 20-F,
please provide disclosure clearly stating the status of U.S.-based investors ability to trade
(i.e., buy, sell and deposit) securities on the Upstream market.  In this regard, we note that
recent developments, as reflected in your response here, prohibit U.S.-based investors
from buying or selling securities on Upstream.
7.We note your response to comment 11, including proposed risk factor disclosure
addressing the risks to shareholders in the event that MERJ Depository or MERJ
Exchange are determined to be entities that are not properly registered with the
Commission as a broker or dealer, national securities exchange and/or clearing agency.
Please expand your discussion in your amended annual report on Form 20-F to address the
potential loss of value or other adverse impacts to the holdings of investors that could
occur should the MERJ entities be required to transfer such shares back to the transfer
agent.
8.We note your response to comment 12 regarding the risks related to a potential violation
of Section 5 of the Securities Act.  Please revise your risk factor and other disclosure, as
appropriate, in your amended annual report on Form 20-F to reflect your response
provided here.

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 Comapany NameGenius Group Ltd
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Roger James Hamilton
Genius Group Ltd
July 19, 2023
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9.We note that Upstream prohibits U.S. investors from depositing, buying, or selling
securities on Upstream unless they are introduced by a licensed broker-dealer.  We also
note that Upstream identifies Boustead Securities as an introducing broker.  Please clarify
the relationship between the introducing broker and Upstream and the functions expected
to be performed by the introducing broker when it “introduces” U.S. investors to
Upstream.  For example, will the introducing broker transmit orders to Upstream on
behalf of U.S. investors or will U.S. investors access Upstream directly after being
referred to Upstream by the introducing broker?  Further, will Upstream (or MERJ
Depository or MERJ Exchange) carry customer accounts on behalf of the introducing
broker?
10.Please explain why you believe MERJ Depository and MERJ Exchange are not required
to register with the Commission as a broker or dealer, national securities exchange and/or
clearing agency.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jolie Kahn