SEC Comment Letter 0000000000-23-012805 to Genius Group Ltd (GNS)
Genius Group Ltd
Date: Nov. 22, 2023 · CIK: 0001847806 · Accession: 0000000000-23-012805
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273841
Letter
United States securities and exchange commission logo November 22, 2023 Roger James Hamilton Chief Executive Officer Genius Group Ltd 8 Amoy Street, #01-01 Singapore 049950 Re:Genius Group Ltd Amendment No. 2 to Registration Statement on Form F-1 Filed November 7, 2023 File No. 333-273841 Dear Roger James Hamilton: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 4, 2023 letter. Amendment No. 2 to Registration Statement on Form F-1 General 1.We note your response to prior comment 1, including reference to your Form 6-K filed September 5, 2023. in the FAQs section of the Form 6-K under the question titled "What is the ERL Share Distribution?," you state that ERL is currently listed as a public company on the main board of MERJ Exchange and that you have commenced the "dual listing" process to transfer ERL to Upstream. Further, we note that the Upstream website currently reflects that ERL is dual-listed. Please tell us what exchanges and listings are involved in ERL's "dual listing." In this regard, please clearly explain (i) whether ERL intends to be listed on both the MERJ Exchange and Upstream, or if ERL plans to cease its MERJ Exchange listing, (ii) if ERL intends to cease its listing on the MERJ Exchange, please advise if Upstream will update its website to remove a reference to a dual listing, and (iii) that ERL shares or other securities are not currently listed on a U.S.-based
FirstName LastNameRoger James Hamilton Comapany NameGenius Group Ltd November 22, 2023 Page 2 FirstName LastName Roger James Hamilton Genius Group Ltd November 22, 2023 Page 2 exchange and that you are not in the process of working towards a U.S. exchange listing. 2.We note your response to prior comment 1 and your analysis as to whether the company provided "adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets" in accordance with Staff Legal Bulletin No. 4. •Please provide us with a detailed analysis as to whether the information referenced in your response substantially complied with Regulation 14A or Regulation 14C, including the requirements relating to financial statements of the subsidiary. •Please advise us as to whether the information referenced in your response was delivered to U.S. shareholders in an information statement.
Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
Show Raw Text
United States securities and exchange commission logo
November 22, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed November 7, 2023
File No. 333-273841
Dear Roger James Hamilton:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 4, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1
General
1.We note your response to prior comment 1, including reference to your Form 6-K filed
September 5, 2023. in the FAQs section of the Form 6-K under the question titled "What
is the ERL Share Distribution?," you state that ERL is currently listed as a public
company on the main board of MERJ Exchange and that you have commenced the "dual
listing" process to transfer ERL to Upstream. Further, we note that the Upstream website
currently reflects that ERL is dual-listed. Please tell us what exchanges and listings are
involved in ERL's "dual listing." In this regard, please clearly explain (i) whether ERL
intends to be listed on both the MERJ Exchange and Upstream, or if ERL plans to cease
its MERJ Exchange listing, (ii) if ERL intends to cease its listing on the MERJ Exchange,
please advise if Upstream will update its website to remove a reference to a dual listing,
and (iii) that ERL shares or other securities are not currently listed on a U.S.-based
FirstName LastNameRoger James Hamilton
Comapany NameGenius Group Ltd
November 22, 2023 Page 2
FirstName LastName
Roger James Hamilton
Genius Group Ltd
November 22, 2023
Page 2
exchange and that you are not in the process of working towards a U.S. exchange listing.
2.We note your response to prior comment 1 and your analysis as to whether the company
provided "adequate information about the spin-off and the subsidiary to its shareholders
and to the trading markets" in accordance with Staff Legal Bulletin No. 4.
•Please provide us with a detailed analysis as to whether the information referenced in
your response substantially complied with Regulation 14A or Regulation 14C,
including the requirements relating to financial statements of the subsidiary.
•Please advise us as to whether the information referenced in your response was
delivered to U.S. shareholders in an information statement.
Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services