SecProbe.io

CORRESP
1
filename1.htm

May
15, 2023

Kate
Beukenkamp and Dietrich King

Division
of Corporation Finance

Office
of Trade & Services

United
States Securities 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 May 2, 2023 We have added our answers to each one of your questions in bold letters below each question
for ease of reference.

General

1. In
                                            your response to comment 1 and reissue in part. Please revise your filing to disclose the
                                            risks and uncertainties with listing on this exchange as related to the rights of shareholders
                                            and any restrictions on investors on the Upstream platform. For example, we note that it
                                            appears that based on recent policy updates at Upstream, U.S.-based investors, will no longer
                                            be able to sell shares in addition to not being able buy shares on the Upstream secondary
                                            market. Additionally, please revise your disclosure to address risks and uncertainties related
                                            to the liquidity of your common stock and price volatility that may arise, for example.

Response:

The
Company will disclose in our next filing the risks and uncertainties with listing on Upstream and disclose the rights of shareholders
and any restrictions on investors on the Upstream platform.

In
response, we will add the below to our Form 20-F with respect to our comment responses as referenced.

The
Upstream policy, terms, and conditions also clearly state that if you are a U.S. or Canadian based investor, either a Canadian citizen,
U.S. citizen or permanent resident, you will not be able to deposit, buy, or sell securities they previously purchased from an issuer,
stockbroker or stock exchange that has subsequently dual-listed on Upstream. Note that U.S. or Canadian-based investors include those
U.S. or Canadian citizens who may be domiciled overseas. All orders for sale are non-solicited by Upstream and users decision to trade
securities must be based on their own investment judgement.

Our
common shares that deposited to Upstream are held by MERJ Dep., which is a licensed Securities Facility, in exchange for the issuance
of the digital securities representing those shares that are tradable on Upstream. The beneficial owners of shares of common stock held
by the Upstream nominee would be entitled to vote their shares held by the nominee at stockholder meetings and to receive notices and
solicitation materials for stockholder meetings, receive the same dividends and all other rights conferred by our Company under state
and federal laws. They are afforded these rights since they have not surrendered or otherwise disposed of their US common stock and the
applicable laws are the same and the shares are the same class of stock, they are just represented digitally on a smartphone app.

In
addition, shareholders on Upstream have the right to receive confirmations, proxy statements and other documents as distributed by the
issuer pursuant to their legal obligations. There are no restrictions, limitations, or other losses of rights when US common stock is
deposited for secondary trading on Upstream.

Investors
are encouraged to take note that as in all dual listed securities that are traded on multiple marketplaces, there can be differences
in pricing as a result of different liquidity, price discovery and otherwise. Trading on foreign exchanges can expose investors to various
risks, including currency fluctuations and differences in trading rules and regulations. Here are some of the most common risks associated
with trading on foreign exchanges like Upstream:

 1. Regulatory
                                            Risk: Different countries have different rules and regulations governing securities trading,
                                            and investors who trade on foreign exchanges may be subject to unfamiliar or complex regulations.
                                            In some cases, foreign regulators may have different reporting requirements or different
                                            standards for disclosure than US regulators, which can make it difficult for investors to
                                            make informed decisions. In addition, these rules and regulations may be imposed on regulated
                                            companies in an unpredictable manner and adversely affect the trading environment on the
                                            particular exchange.

 2. Market
                                            Risk: Non-US markets may be subject to different economic, political, or social conditions
                                            than US markets of which we are not aware, and which could negatively affect the performance
                                            of securities traded in those markets. Investors who trade on non-US exchanges may be exposed
                                            to higher levels of volatility and uncertainty than they would be if they traded solely on
                                            US exchanges.

 3. Liquidity
                                            Risk: Dual listed securities traded on non-US exchanges may have lower liquidity than comparable
                                            securities traded on US exchanges, which can make it more difficult for investors to buy
                                            or sell those securities at the desired price.

 4. Operational
                                            Risk: Trading on overseas exchanges may also expose investors to operational risks, such
                                            as delays or errors in the settlement of trades or difficulties in accessing trading platforms
                                            or loss of securities resulting from a failure of the exchanges operating and securities
                                            transfer operations.

 5. Media
                                            Risk Negative news reported in the media concerning events reported with respect to the market
                                            for our securities on a foreign exchange or international markets generally could hurt the
                                            market for our Company’s stock. To the extent our stockholders that choose to have
                                            their Genius common stock traded in digital token form on Upstream experience trading difficulties,
                                            low trading prices due to foreign market conditions or a loss on their securities due to
                                            market conditions or exchange operational issues, there is the risk that reports in the media
                                            could hurt our stock prices in the Nasdaq Stock Market and our reputation and adversely affect
                                            the prices of our securities in the U.S. markets.

Investors
who are considering trading on foreign exchanges including Upstream should carefully evaluate these and other risks and consult with
financial and legal advisors before making any investment decisions. They should also be aware of any fees, taxes, or other costs associated
with trading on foreign exchanges.

2. We
                                            note your response to comment 2, which we reissue in part. In your next filing, please 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. Provide 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 regards to transferability and the role of the transfer agent, whether on Upstream
                                            or otherwise.

In
your disclosure, please explain the role of MERJ Depository and Registry Limited and how it interacts with the company’s U.S. transfer
agent. Please also explain what you mean by the statements that MERJ Depository will “manage” the tokenized securities as
prescribed in an agreement with the company and pursuant to certain rules. Additionally, explain the legal relationship between MERJ
Depository and shareholders who deposit their shares with MERJ Dep., including the relevant governing law. Please also explain the rights
of such shareholders in the event of a liquidation or dissolution of MERJ Depository. Further, please compare the legal rights of such
shareholders with shareholders who own their shares in either book-entry form or on deposit with a U.S. broker, including the various
protections afforded such shareholders under applicable law. Finally, please add risk factor disclosure addressing the risks to shareholders
arising from any difference in such rights and protections.

RESPONSE:

The
Company will disclose in our next filing a materially complete description of the Share Tokens and the process by which shareholders
exchange their common shares for the Share Tokens, including the entire lifecycle from the initial exchange of common shares for Share
Tokens through the exchange back into common shares. Provide 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 regards to transferability and the role
of the transfer agent, whether on Upstream or otherwise.

There
are no “tokenized shares”. There is one class of Common Stock. Common Stock deposited with Upstream (i.e. via MERJ Depository)
are reflected as MERJ Depository Interests pursuant to the MERJ Depository Securities Facility Rules Directive on Depository Interests,
the Share Tokens. This is functionally similar to book entry representations of Common Stock in DTCC. The Share Tokens are a form of
MERJ Depository Interests.

The
MERJ DEP Securities Facility Rules, Directive on Depository Interests sets out the Rules governing MERJ Depository Interests. Specifically,
Rules 1 to 15 apply.

Common
Stock “deposited” with Upstream is transmuted to MERJ Depository Interests and vice versa for “withdrawals”.
The process of depositing and withdrawing securities involves a “transmutation” process. Common stock deposited with Upstream
results in title to the common stock being vested in the Depository Nominee on the books and records of the transfer agent and a new
holding of MERJ Depository Interests for the shareholder being reflected in the MERJ Subregister. A withdrawal of securities results
in the underlying securities being removed from the MERJ Subregister and included back on the register maintained by the transfer agent.

The
deposit and withdrawal process can be initiated by the shareholder using the provide prompts in the Upstream app. This process can also
be facilitated by contacting the company or its transfer agent in instances where access to Upstream app, a lost/stolen smartphone or
similar occurs (i.e. similar to a “lost certificate” or a MERJ Depository bankruptcy scenario).

MERJ
Depository Interests are simply beneficial interests in the same class of Common Stock. This is functionally similar to holders of shares
of US listed companies on any national securities exchange hold indirect interests in shares registered in the name of Cede & Co.
The MDIs are tradable on MERJ. MERJ Depository is appointed to maintains the MERJ Subregister of said securities. The transfer agent
may request a copy of the MERJ Subregister at any time but is not involved in the process of reflecting changes in the MERJ Subregister
resulting from trades happening on Upstream.

MERJ
Depository is appointed to maintain the MERJ Subregister of the Share Tokens pursuant to the MERJ Depository Securities Facility Rules
and Directive on Depository Interests.

MERJ
Depository maintains the MERJ Subregister pursuant to the MERJ Depository Securities Facility Rules and Directive on Depository Interests.
Participants of Upstream are able to use the facilities provided by MERJ Depository pursuant to the terms of the agreement entered into
between each participant and Upstream. Applicable law and the governing jurisdiction of all agreements, rules and activities relating
to Upstream is the laws of Seychelles.

MERJ
Nominees Ltd. is a special purpose company with objects that limit its activities to holding securities of companies listed on MERJ Exchange.
It is prohibited from having any other assets or liabilities or engaging in any other activity other than holding securities of companies
listed on a MERJ market on trust pursuant to its constitutional objects. MERJ Depository is also obligated by agreement between the two
parties to cover all financial obligations and human resources requirements of MERJ Nominees Ltd.

Underlying
securities (e.g. Common Stock) held by MERJ Nominees Ltd. is held on trust pursuant to Rule 4.1 of the MERJ Securities Facility Rules
Directive on Depository Interests) for the holders of Share Tokens. Section 28(2)(c) of the Seychelles Insolvency Act, 2013 states that
“property held by the bankrupt on trust for any other person” shall not be included in the estate of the bankrupt party.

Holders
of Share Tokens are entitled to all direct economic benefits and any other entitlements in relation to securities vested in the Depository
Nominee.

Voting
related matters are covered in detail in Rule 10 of the MERJ Securities Facility Rules Directive on Depository Interests. Pursuant to
Rule 10.2 the issuer is obligated to send a Notice of any meetings to be convened to each Holder of MDIs at the same time as all other
Holders of the same class of securities (e.g. the Common Stock). This is performed electronically by email and through the Upstream app.
MDI holders have the option to appoint the Depository Nominee or another person as their proxy or to attend the meeting and vote directly.

3. After
                                            reviewing your response to comment 2, it is unclear how ownership of tokenized securities,
                                            initially and in connection with resales, will be recorded. Please clarify how the tokenized
                                            securities will be held on the books and records of the transfer agent (i.e., in the name
                                            of MERJ Depository or in the name of the individual shareholders). Please also clarify whether
                                            and, if so, how subsequent resales of the tokenized securities on the Upstream platform will
                                            be reflected on the books and records of the transfer agent or if all such transfers will
                                            be records solely on the books and records of MERJ Depository. Finally, with regard to the
                                            deposit and withdrawal process, we note that these processes can be initiated via the Upstream
                                            app. Please expand your disclosure to d