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January 25, 2024
Roger Hamilton
Chief Executive Officer
Genius Group Limited
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Limited
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed January 16, 2024
File No. 333-273841
Dear Roger Hamilton:
            We have reviewed your post-effective amendment and have the following comment(s).
            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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1 filed January 16, 2024
General
1.Please tell us how the securities transaction you closed on or about January 17, 2024,
complied with Section 5 of the Securities Act, as amended. In this regard, we note the
registration statement for the transaction (Reg. No. 333-273841), which the staff declared
effective on January 11, 2024, covered the sale up to 15,673,981 Series 1 units consisting
of a like number of ordinary shares and warrants, as well as, in lieu of Series 1 units, up to
15,673,981 Series 2 units consisting of a like number of ordinary shares and warrants, but
the press release you issued on January 17, 2024, disclosed that you sold 23,571,429 of
your ordinary shares, Series 2024-A warrants to purchase up to 23,571,429 of your
ordinary shares and Series 2024-C warrants to purchase up to 23,571,429 of your ordinary
shares. As such, it appears you sold more securities than were covered by the registration
statement. In your response, please identify the classes and amounts of all the securities
you actually issued and sold in connection with the January 17, 2024 closing.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Limited
 January 25, 2024 Page 2
 FirstName LastName
Roger Hamilton
Genius Group Limited
January 25, 2024
Page 2
            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.
            Please contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services