SecProbe.io

CORRESP
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filename1.htm

March
15, 2023

Kate
Beukenkamp and Dietrich King

Division
of Corporation Finance

Office
of Trade & Services

United
States Securites and Exchange Commission

Washington,
DC 20549

  Re:
  Genius Group Ltd Form 6-K

  Filed February 2, 2023

  File No. 001-41353

Gentlepersons:

We
have received your letter dated March 7, 2023 We have added our answers to each one of your questions in bold letters below each question
for ease of reference.

Form
6-K Filed February 2, 2023 General

1. You
                                            issued a press release on February 2, 2023 stating that the company began this application
                                            process to dual list its shares on Upstream. Please disclose in an amended report on Form
                                            6-K what security is being listed on Upstream (i.e., common stock or tokenized equity). Disclose
                                            whether Upstream is a registered exchange and in what jurisdiction it is registered, and
                                            disclose the risks and uncertainties with listing on this exchange, including any restrictions
                                            on investors, including specifically investors located in the United States. In this regard,
                                            please also expand your disclosure to explain what you mean when you state that Upstream,
                                            a MERJ Exchange Market (MERJ Exchange), is “a fully regulated global stock exchange
                                            for digital securities and NFTs.”

RESPONSE:

We
intend to file an amended 6-K for which the disclosure is the following paragraphs:

We
intend to dual list our common stock that has been registered with the Commission or is exempt from registration and are without restrictive
legend. The shares are uncertificated common stock. They are the same class and shares that are currently listed on the NYSE. The Upstream
policy, terms and conditions, also clearly state that if you are a U.S. or Canadian based investor, a Canadian citizen, U.S. citizen
or permanent resident, you will not be able to buy shares on the Upstream secondary market. However, U.S. and Canadian citizens
may sell securities they previously purchased from an issuer, stockbroker or stock exchange that has dual-listed on Upstream for
liquidation only and will not be permitted to purchase any securities on Upstream. Note that U.S. or Canadian-based investors include
those U.S. or Canadian citizens who may be living abroad. MERJ is overseen and regulated by the
Seychelles Financial Services Authority (“FSA”) which is the securities and other non-banking financial services regulator
in the Republic of Seychelles. The Seychelles FSA is also the primary regulator for anti-money laundering compliance and works closely
with the FIU to implement and ensure adherence to OECD Financial Action Task Force (FATF) recommendations. MERJ Exchange (MERJ)
operates Upstream as a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital
securities. MERJ is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member of
the Association of National Numbering Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the US. MERJ is also a member
of the Sustainable Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/.
MERJ is not registered or regulated in any manner in the United States.

There
are risks and uncertainties associated with listing on this exchange including the restrictions placed upon U.S. persons utilizing this
exchange (which are described above). Other risks include the fact that the exchange is regulated under the laws of the Seychelles which
may differ from regulations commonly assumed in countries such as the U.S., Canada, the UK and the members of the European Union. Additionally,
the exchange is new and novel technology and there is no assurance as to the efficacy or efficiency thereof.

2. It
                                            appears that the Upstream website allows trading of tokenized equity of certain companies
                                            and that you plan to list on Upstream. Please revise your 6-K disclosure to provide a materially
                                            complete description 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 responding to this comment, please provide us with a response letter that:

 ● includes
                                            the company’s legal analysis as to the characterization of the tokenized equity, and
                                            whether it is the same class as the common shares, a different class of common stock, or
                                            a security-based swap.

 ● provides
                                            a detailed explanation of how such securities 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.

 ● explains
                                            the role of MERJ Depository and Registry Limited and how it interacts with the company’s
                                            U.S. transfer agent, and also address 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).

Response:

All
Shares have been registered with the Commission and make up the entire number of shares issued and outstanding and have the same CUSIP/ISIN
number. There are no differences in shareholder rights such as transferability. Shareholders may elect to hold their shares in depositories:
Book Entry with TA, CEDE & Co or MERJ Dep.

Digital
securities on Upstream are interchangeable terms that have the same meaning. The digital securities (or tokenized equities) are a digital
representation of the company’s common stock that have been issued and registered with the Commission. A digital security is a
1:1 representation of a company’s common stock that acts as a receipt for the deposit or purchase and ownership of shares in the
company. The digital recording of ownership is handled in the same manner as a database of shares issued to shareholders and, on Upstream,
certifies registered ownership of company shares from a particular date. The ownership details of a tokenized equity balance of the company’s
shares for an Upstream shareholder shall include but not be limited to:

 ● Certificate
                                            number

 ● Company
                                            name and CUSIP/ISIN number

 ● Shareholder
                                            name and address

 ● Number
                                            of shares owned

 ● Class
                                            of shares

 ● Issue
                                            date of shares

 ● Amount
                                            paid for the shares the Upstream secondary market

Response:

Transfer
Agent Records & Role

An
issuers’ common stock, regardless of whether it is represented in a physical (certificate) or electronic (e.g., tokenized, spreadsheet,
database) form, are recorded on the transfer agent records in (i) book entry (e.g., individual name & address), (ii) CEDE & Co.(street
name), or (iii) MERJ Dep. (street name). There is no concept of tokenized securities at the transfer agent. All securities have the same
CUSIP/ISIN.

Upon
successful transfer of shares by the transfer agent from book entry to either street name, CEDE & Co. or MERJ Dep., then the relevant
nominee will represent the shares in their books and records, typically in an electronic form (e.g., tokenized, database).

MERJ
Dep. operates as a nominee account (street name) in the same manner as CEDE & Co, that accepts shareholder deposits in an electronic
form from the transfer agent that facilitates the buying and selling of such shares on Upstream (e.g., by an individual name & address).
Upstream is the trading technology employed by MERJ Exchange Ltd., a regulated national stock exchange.

Share
Withdrawals from Upstream back to transfer agent

The
Upstream app has a function under Investor Services, Manage Securities, Withdraw Securities. The shareholder then enters the ticker symbol
and the number of shares to being withdrawn and taps ‘Notarize’ to cryptographically sign this transaction. The shares are
removed from the users Upstream portfolio and an email is sent to the transfer agent with a share withdrawal request whereafter the transfer
agent will liaise directly with the shareholder to ensure the share balance is entered in ‘book entry’ into the users name
& address. Third party share withdrawals from Upstream are not permitted, the share withdrawal request name and address (as retrieved
from the Upstream KYC information by Upstream compliance) is required to be the same name and address that will be entered in the transfer
agents ‘book entry’ for this shareholder.

For
the TA books the following entries would occur:

 ● Withdraw
                                            from MERJ Dep:

 ● Debit
                                            MERJ Dep. share count and credit Shareholder share count in book entry.

The
transfer agent will adhere to their own policies regarding any Medallion Signature Guarantee requirements from a depositing shareholder,
just as they would for share deposits via CEDE & Co. etc.

Response:

Investors
that wish to deposit their shares on Upstream, may do so by following the instructions below:

HOW
TO DEPOSIT SHARES

Upstream
can accept the shares that investors hold in their current brokerage account, shares that are held at the transfer agent in digital book
entry, or your physical stock certificate. Shares can be moved out of Upstream back to US markets. The following how investors can deposit
their shares, step by step.

STEP
1. CREATE AN ACCOUNT ON UPSTREAM & VERIFY YOUR IDENTITY

 ● Download
                                            Upstream and tap Sign Up. This will create your blockchain profile and ‘signing key’.

 ● Complete
                                            KYC. To complete KYC identity verification, tap the settings icon in the top right of the
                                            navigation, then tap KYC. Be sure to have a valid form of ID and banking details handy. It’s
                                            important that bank account information matches your name exactly.

 ● Once
                                            your account is approved, and if you already own shares and wish to transfer them to Upstream
                                            for trading, then you may initiate a request to deposit your shares using the Upstream app.

STEP
2. TRANSFER SHARES TO TRANSFER AGENT

If
your shares are already held at the transfer agent, then skip to STEP 3 below. However, if your shares are currently in your brokerage
account, then please transfer your shares to the transfer agent as described below. Note, the terminology for this is to have shares
held as ‘direct registration’ in ‘book entry’ at the transfer agent.

To
make this transfer request, most of the time all you need to do is contact your brokerage firm by email and ask them to transfer your
shares back to ‘book entry’ at the transfer agent. The brokerage firm will know what to do, and they will let you know how
long it will take, but typically you should allow 48 hours for them to process your request.

Some
brokerage firms may ask you to fill out their particular share transfer form. Contact us at servicedesk@upstream.exchange if you need
assistance in completing a share transfer form from your brokerage firm.

It
is important that your name, address and social security number that your shares are registered under at the brokerage firm match the
information that you provided when opening your account on Upstream. If your address at the brokerage firm is out of date, then you will
need to update it with your brokerage firm BEFORE you transfer your shares to the transfer agent. Note, if the addresses do not match
your address on Upstream, then your share deposit to Upstream will be delayed by the transfer agent.

STEP
3. REQUEST TO DEPOSIT SHARES USING THE UPSTREAM APP

Open
Upstream, Tap Investor, Manage Securities, Deposit Securities. Next, Enter the Company’s Ticker Symbol and Number of Shares you’re
requesting to deposit. Confirm whether your shares are free trading or restricted, then tap Submit.

Please
note that the value of each share deposit request on the Upstream app may not exceed $100,000. This value is determined by the closing
price of the security on the previous trading day multiplied by the number of shares being deposited.

Once
you make the share deposit request using the Upstream app, and the transfer agent has your shares in ‘book entry’, then most
of the time the Upstream deposit process typically completes within 48 hours (Monday to Friday, excluding U.S. holidays).

However,
if the transfer agent requires further information regarding your share transfer, then you will receive an email with a form to complete.
The form will be pre-populated with your Upstream account information. Our staff will be happy to help you fill out the remainder of
the form and how to submit it to the transfer agent Once the transfer is complete you will receive a push notification in the Upstream
app and see the share deposit in your Upstream Portfolio.

STEP
4. YOU’RE READY FOR TRADING ON UPSTREAM

Once
the shares are in your account, you’re ready to trade on the next generation exchange! Enjoy real-time trading and a transparent
orderbook, and other features. View your shares anytime, anywhere in your Upstream Portfolio. For more information on trading, visit
Upstream’s support center.

Transfer
agent information

The
transfer agent is:

Name:
Vstock Transfer

Address:
LLC 18 Lafayette Pl, Woodmere, NY 11598

Phone:
212.828.8436

Toll-Free:
855-9VSTOCK

Fax:
646-536-3179

Email:
info@vstocktransfer.com  info@vstocktransfer.com

Note,
Upstream will consider requests for deposit and sale of Securities falling under the categories:

 ● Shares
                                            trading on NASDAQ or the NYSE

 ● Shares
                                            trading on the OTC Markets

 ● Shares
                                            issued in private offerings exempt from registration under the Securities Act pursuant to
                                            Securities Act Rule 506(c) of Regulation D or Regulation S.

These
offerings must comply with the Upstream view that securities must be registered or have a valid exemption from registration in connection
with their original issuance pursuant to U.S. or European securities laws in order to qualify for secondary trading on Upstream. In addition,
this applies to securities currently trading and held in DTC or Euroclear.

However,
Upstream will not consider or accept for deposit any Securities:

 ● tha