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June 17, 2024
Roger James Hamilton
Chief Executive Officer
Genius Group Limited
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Limited
Registration Statement on Form F-1
Filed May 29, 2024
File No. 333-279795
Dear Roger James Hamilton:
            We have conducted a limited review of your 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.
Registration Statement on Form F-1
Selling Stockholders, page 93
1.We note your statement on page 93 that the "offering is expected to close on or about May
22, 2024, subject to satisfaction of customary closing conditions" and that you filed a
Form 6-K on May 22, 2024 disclosing that the offering closed. Please clarify that
the offering was completed and the securities were issued and outstanding prior to filing
this registration statement on Form F-1.
Plan of Distribution, page 94
2.Please refer to the second paragraph. We note your disclosure that the "selling
stockholders may sell all or a portion of the shares of common stock held by them and
offered hereby from time to time directly or through one or more underwriters, broker-
dealers or agents.” Please revise to state that you will file a post-effective amendment to
include any material information with respect to the plan of distribution not previously

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Limited
 June 17, 2024 Page 2
 FirstName LastName
Roger James Hamilton
Genius Group Limited
June 17, 2024
Page 2
disclosed in the registration statement. Refer to Item 512(a)(1)(iii) of Regulation S-K and
the associated undertaking you have provided on page II-4.
General
3.Please revise to include the audited financial statements of FatBrain for each of the last
two fiscal years as well as a consent from their independent auditors. In this regard, the
unaudited financial statements included in Exhibit 21.2B of your Form 20-F and the “pro
forma” information provided on page S-9 of this registration statement do not satisfy the
requirements of Rule 3-05 of Regulation S-X. Refer also to Item 4.b and Item 4A.b.1.i of
Form F-1 and Rule 3-05(b)(2)(iii) of Regulation S-X.
4.Please revise to include pro forma financial statements that comply with the guidance in
Article 11 of Regulation S-X. In this regard, your disclosures on page S-9 indicate that the
Genius Group pro forma information is comprised of eight entities including FatBrain and
excludes the spin-off of ERL. Pro forma financial information must separately address
each transaction for which pro forma effect is being given along with the transaction
accounting adjustments and a detailed explanation of such adjustments for each
transaction. Please revise. Refer to Rule 11-02 of Regulation S-X.
5.Please revise to include a discussion of your change in certifying accountants that fully
complies with each of the requirements in Item 4.d of Form F-1.
            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 Rule 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.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jolie Kahn