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CORRESP
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August 2, 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

Response
dated May 12, 2023

File
No. 001-41353

Gentlepersons:

We
have received your letter dated July 19, 2023 We have added our answers to each one of your questions in bold letters below each question
for ease of reference.

General

1. We
                                            note that some of your responses to our comments stated you would include
responsive disclosure in your Annual Report on Form 20-F for the fiscal year ended December 31, 2022, while other responses indicated
more generally that you would provide the requested disclosure in “your next filing.” However, it does not appear that you
have included all of the disclosure we requested in the aforementioned annual report, which appears to have been “your next filing.”
Please amend the annual report to include all of the information you previously committed to provide, as well as the additional information
requested by the comments below.

Response:

The
company will amend its annual report on Form 20-F to include all information previously committed to provide as well as the additional
information requested by comments in this letter. The Company plans to file the amended Form 20-F no later than mid of August, 2023.

2. We
                                            note your response to comment 1 and reissue in part. Please amend your annual report to disclose
                                            the risks and uncertainties with listing on this exchange as related to the rights of shareholders
                                            and any restriction on investors on the Upstream platform. 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. Further, please explain to us how the use
                                            of Boustead as an intermediary results in permissible trading on Upstream by U.S. investors.
                                            In this regard, we note U.S. investors can no longer buy or sell securities on Upstream.

Response:

The
company will amend its annual report on Form 20-F (see response to Comment 1 above) to disclose the risks and uncertainties with listing
on Upstream exchange. The proposed disclosure is set forth below.

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. In response to your comments, we have added
the following Risk Factors to our annual report:

Market
Risk: Foreign markets may be subject to different economic, political, or social conditions than US markets, which can affect the performance
of securities traded on those markets. Investors who trade on foreign exchanges may be exposed to higher levels of volatility and uncertainty
than they would be if they traded solely on US exchanges.

Liquidity
Risk: Securities traded on foreign 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.

Operational
Risk: Trading on foreign exchanges may also expose investors to operational risks, such as difficulties in accessing trading platforms.

Beginning
in June 2023, MERJ entered into an introducing broker agreement with Boustead Securities whereby Boustead Securities acts as an agent
to introduce their customers to MERJ incompliance with the exempt from registration under 15Aa-6. See response 10 for further information.

3. We
                                            note your responses to comments 2, 3, 5, 6, 7, 8 and 9. Please include the substance of your
                                            responses in your amended annual report on Form 20-F.

Response:

The
company will amend its annual report on Form 20-F to include the substance of responses to comments 2,3,5,6,7,8

4. We
                                            note your response to comment 6. In your amended annual report on Form 20-F, please provide
                                            a risk factor discussing the risks to the company should the Upstream KYC review personnel
                                            misidentify a U.S. person as a non-U.S. person and permit them to trade in the company’s
                                            securities. Specifically, we note the trading restrictions placed on persons domiciled in
                                            the U.S. or a U.S. person living overseas.

Response:

The
Company will disclose in our next filing the Upstream KYC policies and procedures. Upstream KYC does not rely on self-certification,
all KYC certifications are verified by the Upstream KYC review personnel.

Upstream
KYC does not rely on IP address monitoring or IP address analysis to identify a US person or a US-originating transaction, as this is
too easily spoofed using VPN technologies.

All
Upstream users (US and overseas) are required to have passed a KYC review by Upstream personnel. Upstream determines whether a person
is US domiciled or is a US person living overseas and restricts the app’s functionalities accordingly.

There
are no defaults pending-KYC-review, only after a full KYC review by Upstream personnel are any securities transactions permitted.

Upstream
requires the following KYC information to be supplied by users: name, date of birth, citizenship, cell phone, email address, postal address,
bank account (no 3rd party transfers), EIN or SS#, selfie, photo ID, liveness detection in-app interview, GPS location or
utility bill, and to verify an SMS code sent to the cell phone. Post KYC due diligence, the users’ details are also subjected to
enhanced due diligence for AML, and these details are checked against international AML lists (ref: https://amlcop.com/). Users
flagged as an AML risk are not permitted to trade on Upstream.

If
the Upstream KYC were to fail and a U.S. person flagged as a non-U.S. person, the Company’s shareholders would have rights of recission
and would be required to transfer such shares back to the issue’rs transfer agent. The transfer of shares may take up to 48
hours and during such time, investors will be unable to trade their shares and may experience potential economic loss.

5. We
                                            note your response to comment 7 and reissue in part. In your amended annual report on Form
                                            20-F, please explain whether you are planning to offer any digital dividends and disclose
                                            the process for distribution of digital dividends, including whether the digital dividends
                                            will be limited to those who hold the tokenized shares. Also explain how you will inform
                                            and communicate to shareholders in regard to any digital dividends with respect to the tokenized
                                            shares (e.g., press release, Form 6-K and, if required, after effectiveness of any registration
                                            statement). Further, please amend your annual report on Form 20-F to clarify whether your
                                            U.S. investors can access Upstream to buy, sell or otherwise receive NFTs with an eye to
                                            making clear what activities U.S. investors can and cannot engage in on Upstream.

Response:

The
Company shall make the digital coupon/reward disclosures in its next filing of any future plans to distribute coupons to our shareholders
and how we intend to notice our shareholders. As noted, we previously disclosed the process to claim and redeem our coupons via a Form
6-K and press release.

In
addition, we will amend our annual report to clarify that NFTs traded on Upstream have no royalties, equity ownership, or dividends.
NFTs are for utility, collection, redemption, or display purposes only. Anyone may buy and sell NFTs on Upstream, however U.S. or Canadian-based
citizens or permanent residents may only deposit, buy, or sell securities on Upstream after being introduced by a licensed broker-dealer.
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 a user’s decision to trade securities must be based on their own investment judgement. Anyone
may buy and sell NFTs on Upstream

6. We
                                            note your response to comment 10. In your amended annual report on Form 20-F, please provide
                                            disclosure clearly stating the status of U.S.-based investors ability to trade (i.e., buy,
                                            sell and deposit) securities on the Upstream market. In this regard, we note that recent
                                            developments, as reflected in your response here, prohibit U.S.-based investors from buying
                                            or selling securities on Upstream.

Response:

We
have been notified by Upstream that MERJ has entered into an introducing broker agreement with Boustead Securities whereby Boustead Securities
acts as an agent to introduce their customers to MERJ. U.S. citizens or permanent residents may only deposit, buy, or sell securities
on Upstream after being introduced by a licensed broker-dealer.

7. We
                                            note your response to comment 11, including proposed risk factor disclosure addressing the
                                            risks to shareholders in the event that MERJ Depository or MERJ Exchange are determined to
                                            be entities that are not properly registered with the Commission as a broker or dealer, national
                                            securities exchange and/or clearing agency. Please expand your discussion in your amended
                                            annual report on Form 20-F to address the potential loss of value or other adverse impacts
                                            to the holdings of investors that could occur should the MERJ entities be required to transfer
                                            such shares back to the transfer agent.

Response:

The
company will amend its annual report and will add the following risk factor :

MERJ
Exchange and MERJ Dep. are not registered in the U.S. as either a broker dealer or a national securities exchange and/or clearing agency.
If it is determined that MERJ Exchange and MERJ Dep are operating as an unregistered broker dealer or national securities exchange and/or
clearing agency, investors who transact in securities through Upstream may have recission rights and would be required to transfer such
shares back to the issuers transfer agent. The transfer of shares may take up to 48 hours and during such time, investors will be unable
to trade their shares and may experience potential economic loss.

8. We
                                            note your response to comment 12 regarding the risks related to a potential violation of
                                            Section 5 of the Securities Act. Please revise your risk factor and other disclosure, as
                                            appropriate, in your amended annual report on Form 20-F to reflect your response provided
                                            here.

Response:

The
company will amend its annual report on form 20-F to reflect comment 12 regarding the risks related to potential violation of Section
5 of the Securities Act.

9. We
                                            note that Upstream prohibits U.S. investors from depositing, buying, or selling securities
                                            on Upstream unless they are introduced by a licensed broker-dealer. We also note that Upstream
                                            identifies Boustead Securities as an introducing broker. Please clarify the relationship
                                            between the introducing broker and Upstream and the functions expected to be performed by
                                            the introducing broker when it “introduces” U.S. investors to Upstream. For example,
                                            will the introducing broker transmit orders to Upstream on behalf of U.S. investors or will
                                            U.S. investors access Upstream directly after being referred to Upstream by the introducing
                                            broker? Further, will Upstream (or MERJ Depository or MERJ Exchange) carry customer accounts
                                            on behalf of the introducing broker?

Response:

Upstream/MERJ
Exchange Ltd. does not solicit US customers and does not allow US customers to open securities trading accounts without being introduced
by a licensed US broker dealer that has an introducing agreement with MERJ Exchange Ltd. Boustead Securities, LLC has an introducing
agreement with MERJ Exchange Limited whereby customers of Boustead Securities are directly introduced to MERJ and acts as an agent for
the customers. Customers that have been onboarded by Boustead Securities, passed KYC, AML and CIP policies of Boustead, and have been
approved to be introduced to MERJ, are granted access to open and activate the trading account on Upstream directly from Boustead Securities.
Boustead customers may transact directly on Upstream, however all activities including but not limited to deposits and withdrawals of
cash and securities, orders entered, executed and not filled will be reviewed and monitored by Boustead. 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. All Share Tokens held by each shareholder will be held in a segregated account of the shareholder
which is linked to and administered through the Upstream app.

10. Please
                                            explain why you believe MERJ Depository and MERJ Exchange are not required to register with
                                            the Commission as a broker or dealer, national securities exchange and/or clearing agency.

Response:

MERJ
Exchange Ltd is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK as a ‘Recognised
Stock Exchange’, a full member of the Association of National Numbering Agencies (ANNA) where MERJ is responsible for assigning
and registering ISIN and CFI identifiers to users, a Qualifying Foreign Exchange for OTC Markets in the US, and a member of the Sustainable
Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/,
an associate member of the International Association of Securities Commissions (IOSCO). In addition, the Seychelles is a full member
of the Eastern and Southern African Anti-Money Laundering Group (ESAAMLG) and is in good standing with same and is a participating jurisdiction
recognized by the US Treasury under FATCA