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United States securities and exchange commission logo
September 11, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Registration Statement on Form F-1
Filed August 9, 2023
File No. 333-273841
Dear Roger James Hamilton:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed August 9, 2023
Risk Factors
U.S. investors are currently permitted to trade (buy, sell or deposit) Upstream listed securities
only via intermediate US brokers, page S-42
1.Please disclose clearly and prominently, including in the heading to this risk factor, that
the default status for the ability of investors located in the U.S. to trade (i.e., buy, sell and
deposit) securities on the Upstream market is that trading by such U.S-based investors is
prohibited.  In this regard, we note your statements, including your disclosure on page S-
46, suggesting that your introducing broker agreement with Boustead Securities, a U.S.-
licensed broker-dealer, could enable U.S. citizens or permanent residents to trade on
Upstream by having Boustead Securities, as your agent, introduce such investors to MERJ
prior to their trading.

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 September 11, 2023 Page 2
 FirstName LastNameRoger James Hamilton
Genius Group Ltd
September 11, 2023
Page 2
We are dual listed on NYSE American and Upstream and there may sometimes be share price
differences between the two exchanges, page S-42
2.Please expand your discussion of the risks resulting from price discrepancies between the
trading prices of common shares on the NYSE American and the tokenized shares on
Upstream, whether resulting from different liquidity in the markets or otherwise, and
disclose the risks this presents to investors. In addition, please eliminate redundancy in
your risk factors section and group together similar types of risks in appropriately
captioned sub-sections. For example, we note your risk factor here, as well as a risk factor
titled "There are risks inherent to being on multiple exchanges" on page S-46,  plus a third
risk factor with the same title as the risk factor here (i.e., "We are dual listed on NYSE
American and Upstream and there may sometimes be share price differences between the
two exchanges") on page S-49.  Refer to Item 105 of Regulation S-K.
Traders on Upstream can face low liquidity of common stock and price volatility that may
impact their trading economics, page S-47
3.Please revise your risk factor here to provide narrative disclosure discussing the specific
risk identified in the risk factor title.  Refer to Item 105 of Regulation S-K.
Upstream's KYC policies and procedures may fail to reject securities buy orders for direct U.S.
person., page S-48
4.Please disclose in greater detail the KYC policies and procedures of Upstream.  Please
disclose and clarify the extent to which such KYC policies and procedures involve self-
certification or IP address monitoring.  Please provide risk factor disclosure 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.
General
5.Based on the information you have provided, it appears that Upstream and its affiliated
entities, including MERJ Exchange Ltd. and MERJ Depository (collectively, the
“Upstream Entities”), are providing access to the Upstream platform directly to U.S.
persons for the purposes of trading and custodying securities. By engaging in this activity,
we believe that one or more of the Upstream Entities may be required to register with the
Commission as a broker-dealer, national securities exchange, and/or clearing agency.

On page S-46, you note that “[b]eginning in June 2023, MERJ entered into an introducing
broker agreement with Boustead Securities whereby Boustead Securities acts as an agent
to introduce their customers to MERJ in compliance with the exempt [sic] from
registration under 15Aa-6 [sic].” Rule 15a-6 under the Exchange Act provides certain
exemptions from broker-dealer registration for foreign broker-dealers, subject to various

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 September 11, 2023 Page 3
 FirstName LastNameRoger James Hamilton
Genius Group Ltd
September 11, 2023
Page 3
conditions. However, based on the information you have provided, we do not believe that
any of the exemptions in this rule would be available to the Upstream Entities. In addition,
we note that Rule 15a-6 does not provide any exemptions from registration as a national
securities exchange or clearing agency.

As a result, please revise your disclosures to state that, because Upstream Entities are not
registered with the Commission, they may not currently be permitted to provide access to
the Upstream platform directly to U.S. investors for the purposes of trading or custodying
securities, notwithstanding Upstream’s assertions to the contrary. In addition, please add a
risk factor related to events that may occur if any Upstream Entity is required to register
as a broker-dealer, clearing agency or exchange, including, possible risks of rescission.
Please also disclose that an investor purchasing or custodying securities through Upstream
may not receive the same investor protections that would apply to securities purchased or
custodied through an SEC-registered broker-dealer, clearing agency or exchange,
including, in the event of the insolvency of Upstream or one of its affiliated entities.
6.Please disclose throughout the prospectus how the tokenized securities will be held on the
books and records of the transfer agent (i.e., in the name of MERJ Depository or in the
name of the individual shareholders).  Please also clarify whether and, if so, how,
subsequent resales of the tokenized securities on the Upstream platform will be reflected
on the books and records of the transfer agent or if all such transfers will be records solely
on the books and records of MERJ Depository.  Finally, with regard to the deposit and
withdrawal process, we note that these processes can be initiated via the Upstream app.
Please disclose how this process can also be facilitated by contacting the company or its
transfer agent if, for example, the Upstream app in unavailable, or an investor no longer
has access to its smartphone.  If this process is similar to a "lost certificate," please clarify
how this "lost certificate" process will work in the context of the tokenized securities, in
particular if the tokenized securities will be held in the name of the MERJ Depository on
the books and records of the transfer agent.
7.Please disclose the terms and conditions of the tokenized shares and the process by which
shareholders exchange their common shares for the tokenized shares, including the entire
lifecycle from the initial exchange of common shares for tokenized shares through the
exchange back into common shares.  In addition, please disclose:
•your analysis as to whether the tokenized equity is the same class of securities as the
common shares, a different class of common stock, or a security-based swap;
•your analysis as to how tokenized shares are the same as the issued and outstanding
shares of common stock already registered, as well as how such shares compare in
regard to transferability and the role of the transfer agent, whether on Upstream or
otherwise; and
•your analysis of the role of MERJ Depository and Registry Limited and how it
interacts with the company’s U.S. transfer agent, as well as how any "tokenized
equity" is held on Upstream through MERJ Depository and Registry Limited (e.g.,
whether through a shareholder's wallet or an omnibus wallet).

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 September 11, 2023 Page 4
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
September 11, 2023
Page 4

Finally, if shareholders may elect to hold their shares in depositories, including book entry
with TA, CEDE & Co. or MERJ Dep.  Please clarify how these securities would be held if
not deposited with one of the depositories (e.g., would  the company continue to use paper
certificated shares?).
8.Please disclose what information is publicly available about the trading activity that
occurs on Upstream and, in particular, what information holders of common shares would
have about the trading on Upstream before making a decision to exchange their common
shares for tokenized shares.
9.Please disclose whether you are planning to offer any digital dividends. Please
disclose the process for distribution of any such digital dividends, including whether the
digital dividends will be limited to those who hold the tokenized shares.  Please
disclose how you will communicate with shareholders about any digital dividends relating
to the tokenized shares (e.g., press release, Form 6-K and, if required, after effectiveness
of any registration statement).  Please disclose whether U.S. investors can access
Upstream to buy, sell or otherwise receive NFTs. Please disclose whether holders of the
tokenized shares will receive dividend, voting and other rights associated with ownership
of the company's common stock and, if so, please explain how they are entitled to these
rights, whether by contract and/or applicable law.  Please disclose whether such holders
have the right to receive confirmations and other documents required by law to be
provided to the holders of the company's common stock. Finally, please disclose whether
there are any rights or preferences to which holders of tokenized shares are not entitled.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services