SEC Comment Letter 0000000000-24-007830 to Genius Group Ltd (GNS)
Genius Group Ltd
Date: July 10, 2024 · CIK: 0001847806 · Accession: 0000000000-24-007830
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280600
Letter
July 10, 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-3 Filed June 28, 2024 File No. 333-280600 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-3 Cover Page 1.If you are relying on General Instruction I.B.5 for Form F-3 eligibility, please include the information required by Instruction 7 to General Instruction I.B.5 of Form F-3. Plan of Distribution, page S-8 2.Please clarify the full discounted price at which the investor will receive the shares. We note your disclosure that "Wainwright will be entitled to compensation at a commission rate of 3.0% of the aggregate gross proceeds from each sale of [y]our common stock." Also, please disclose the term of the agreement with H.C. Wainwright & Co. LLC. Exhibits 3.Please revise to include a consent that is signed by the accounting firm as opposed to a partner of the firm.
July 10, 2024 Page 2 4.Please file the form of indenture as an exhibit to your registration statement prior to requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations. 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
Show Raw Text
July 10, 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-3
Filed June 28, 2024
File No. 333-280600
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-3
Cover Page
1.If you are relying on General Instruction I.B.5 for Form F-3 eligibility, please include the
information required by Instruction 7 to General Instruction I.B.5 of Form F-3.
Plan of Distribution, page S-8
2.Please clarify the full discounted price at which the investor will receive the shares. We
note your disclosure that "Wainwright will be entitled to compensation at a commission
rate of 3.0% of the aggregate gross proceeds from each sale of [y]our common
stock." Also, please disclose the term of the agreement with H.C. Wainwright & Co. LLC.
Exhibits
3.Please revise to include a consent that is signed by the accounting firm as opposed to a
partner of the firm.
July 10, 2024
Page 2
4.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations.
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