SecProbe.io

CORRESP
1
filename1.htm

October
19, 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

Amendment
No. 1 to Registration Statement on Form F-1

Filed
September 25, 2023

File
No. 333-273841

Gentlepersons:

We
have received your letter dated October 4, 2023 We have added our answers to each one of your questions in bold letters below each
question for ease of reference. Throughout this letter, your comments are set forth in bold type.

Amendment
No. 1 to Registration Statement on Form F-1 filed September 25, 2023 General

1.
We note disclosure throughout the prospectus (see, e.g., page S-122) that you intend to spinoff your subsidiary, Entrepreneur Resorts
Ltd, by the end of September 2023 and then list securities of Entrepreneur Resorts Ltd on the Upstream platform.

●
Please tell us the date when the spinoff occurred and update your disclosure accordingly.

The
spinoff of Entrepreneur Resorts Ltd. (“ERL”) was completed as of September 29, 2023. We are updating the disclosure in an
F-1/A accordingly, which will be filed in the near future with the Commission. This F-1/A will also address the balance of your comments
as warranted, and it will also contained updated unaudited financial statements for the six months ended June 30, 2023.

●
Please tell us how you structured the spinoff to comply with the federal securities laws. Please provide us with a detailed legal and
factual analysis. In doing so, please explain to us whether your believe the spinoff constituted a sale under Section 2(a)(3) of the
Securities Act such that the spinoff would need to be either registered under Section 5 of the Securities Act or conducted pursuant to
an exemption from such registration. You may wish to refer to Staff Legal Bulletin No. 4 (September 16, 1997) for guidance on the staff’s
views regarding whether Section 5 applies to a spinoff and related matters.

I.
The spinoff does not constitute a sale under Section 2(a)(3) of the Securities Act.

We
do not believe the spinoff constitutes a sale under Section 2(a)(3). Section 2(a)(3) states: “The term ‘‘sale’’
or ‘‘sell’’ shall include every contract of sale or disposition of a security or interest in a security, for
value.” (emphasis added). The spin off is simply a dividend to its shareholders without consideration, thus no value is given,
and it is not a sale or disposition “for value”.

In
interpreting Section 2(a)(3), the SEC issued Staff Legal Bulletin No. 4 (“SLB 4”) in September 1997, which provides guidance
to issuers as to whether Section 5 applies to any particular spinoff transaction.

An
analysis of the relevant portions of SLB 4 is relevant. Set forth below are the relevant items (the relevant provisions of SLB 4 are
italicized for ease of reference) and our responses.

“1.
What Is A “Spin-Off”?

In
a “spin-off,” a parent company distributes shares of a subsidiary to the parent company’s shareholders.”

Answer:
Clearly, the ERL spinoff falls within the definition of “spin-off” set forth above because the ERL shares were distributed
pro rata by the Company to its shareholders as of the listed record date.

The
Company acknowledges and appreciates the Commission’s views set forth in items 2 and 3 but does not believe a response is required
beyond that.

“4.
Does the Subsidiary Have to Register the Spin-Off Under the Securities Act?”

Answer:
The Company respectively believes that the spin off does not need to be registered under the Securities Act for the reasons set forth
below.

“A.
The Subsidiary Does Not Have to Register the Spin-Off if Five Conditions are Met”

It
is the Division’s view that the subsidiary does not have to register a spin-off under the Securities Act when”:

Answer:
The Company addresses each of the bulleted points below to demonstrate that registration is not necessary for the spinoff of ERL.

 ● “the
                                            parent shareholders do not provide consideration for the spun-off shares;”

Answer:
The spinoff was conducted as a dividend/capital reduction of ERL shares owned by the Company to its shareholders without any consideration
to be provided by the shareholders for receiving their dividended ERL shares. See the Company’s Current Report on Form 6-K,
dated September 5, 2023 – “Shareholder Approved Spinoff of Entrepreneur Resorts, Ltd. from Genius Group, Ltd. –
Introduction”.

 ● the
                                            spin-off is pro-rata to the parent shareholders;

Answer:
As stated, the spinoff was done on a pro rata basis to the shareholders as of the record date of August 31, 2023. See the Company’s
Current Report on Form 6-K, dated September 5, 2023 – “Shareholder Approved Spinoff of Entrepreneur Resorts, Ltd. from
Genius Group, Ltd. – Introduction”.

 ● the
                                            parent provides adequate information about the spin-off and the subsidiary to its shareholders
                                            and to the trading markets;

Answer:
Adequate information about the spinoff and ERL was provided to the Company’s shareholders and trading markets. The Company filed
multiple Current Reports on Form 6-K and press releases regarding the spinoff and ERL, most notably eight press releases in 2023 and
as many Current Reports on Form 6-K. Most notably, the Company filed a Form 6-K on September 5, 2023, which contained substantial information
on the spinoff, meeting the requirements of Form 10 information, information on ERL, risk factors relating to ERL and the spinoff, and
pro forma financial effects of the spinoff. Furthermore, in its Annual Report on Form 20-F for the year ended December 31, 2022, filed
with the SEC on June 6, 2023, as amended by Amendment No. 1 to Form 20-F filed with the SEC on August 4, 2023, the Company provided full
Form 10 information, not only on the Company on a consolidated basis but also on ERL as a segment thereof.

 ● the
                                            parent has a valid business purpose for the spin-off; and

Answer:
The Company has disclosed that it effected the spinoff “in order for GNS to focus on its core business, education.” See
the Company’s Current Report on Form 6-K, dated September 5, 2023 – “Shareholder Approved Spinoff of Entrepreneur
Resorts, Ltd. from Genius Group, Ltd. – Introduction”.

 ● if
                                            the parent spins-off “restricted securities,” it has held those securities for
                                            at least two years.

Answer:
As stated above, the distributed ERL shares are restricted securities, and the Company acquired its interest in ERL in July 2020. See
the Company’s Current Report on Form 6-K, dated September 5, 2023 – “INFORMATION ON ENTREPRENEUR RESORTS LIMITED”.

B.
An Explanation Of The Conditions

“1.
The parent shareholders do not provide consideration for the spun-off shares

If
the parent shareholders provide consideration for the spun-off shares, the parent would be transferring the spun-off securities for value.
This transfer of securities for value is a “sale” under the Securities Act. So, when shareholders provide consideration,
the subsidiary must register the spin-off unless an exemption is available.”

Answer:
As stated above, the ERL shares were distributed to the GNS shareholders for no consideration on a pro rata basis. The ratio, as stated
in the Company’s second Current Report on Form 6-K, dated September 5, 2023, was 0.1832 shares of ERL stock per share of GNS stock
owned on the record date.

“2.
The spin-off must be pro rata

When
the spin-off is pro rata, the parent shareholders have the same proportionate interest in the parent and the subsidiary both before and
after the spin-off. If a spin-off is not pro rata, the shareholders’ relative interests change and some shareholders give up value
for the spun-off shares. Ordinarily, Securities Act registration would be required if a spin-off is not pro rata.”

Answer:
As stated in 1. above, the spinoff occurred on a pro rata basis to all GNS shareholders as of the record date on a ratio of 0.1832 ERL
shares per share of GNS stock owned on the record date.

3.
The parent must provide adequate information to its shareholders and the trading markets

Whether
the parent provides adequate information about the spin-off and the subsidiary to its shareholders and the trading markets depends on
whether the subsidiary is an Exchange Act reporting company or a non-reporting company before and after the spin-off. In this discussion,
we assume the parent is a reporting company”.

Answer:
Adequate information about the spinoff and ERL was provided to the Company’s shareholders and trading markets. The Company filed
multiple Current Reports on Form 6-K and press releases regarding the spinoff and ERL, most notably eight press releases in 2023 and
as many Current Reports on Form 6-K. Most notably, the Company filed a Form 6-K on September 5, 2023, which contained substantial information
on the spinoff, meeting the requirements of Form 10 information, information on ERL, risk factors relating to ERL and the spinoff, and
pro forma financial effects of the spinoff. Furthermore, in its Annual Report on Form 20-F for the year ended December 31, 2022, filed
with the SEC on June 6, 2023, as amended by Amendment No. 1 to Form 20-F filed with the SEC on August 4, 2023, the Company provided full
Form 10 information, not only on the Company on a consolidated basis but also on ERL as a segment thereof.

“c.
Foreign companies

When
the parent and subsidiary are foreign, the parent provides adequate information if, by the date it spins-off the securities:

 ● it
                                            gives its U.S. shareholders an information statement that describes the spin-off and the subsidiary
and that substantially complies with Regulation 14A or Regulation 14C; and

 ● the
                                            subsidiary registers the spun-off securities under the Exchange Act.”

The
Company confirms that it meets the below referenced exception to the registration requirement under the 12g3-2 exemptions as further
discussed below.

Nonetheless,
the Company also confirms that adequate information about the spinoff and ERL was provided to the Company’s shareholders and trading
markets. The Company filed multiple Current Reports on Form 6-K and press releases regarding the spinoff and ERL, most notably eight
press releases in 2023 and as many Current Reports on Form 6-K. Most notably, the Company filed a Form 6-K on September 5, 2023, which
contained substantial information on the spinoff, meeting the requirements of Form 10 information, information on ERL, risk factors relating
to ERL and the spinoff, and pro forma financial effects of the spinoff. Furthermore, in its Annual Report on Form 20-F for the year ended
December 31, 2022, filed with the SEC on June 6, 2023, as amended by Amendment No. 1 to Form 20-F filed with the SEC on August 4, 2023,
the Company provided full Form 10 information, not only on the Company on a consolidated basis but also on ERL as a segment thereof.
As stated below the ERL shares were distributed pursuant to one or more valid exemptions from registration and thus do not need to be
registered.

“There
may be situations where the subsidiary will not register the spun-off securities under the Exchange Act (for example, the Rule 12g3-2(a)
or 12g3-2(b) exemption from registration may be available). Whether the parent provides adequate information in these situations requires
an analysis of all of the facts and circumstances.”

Answer:
ERL is not required to register the spun-off common shares under the Exchange Act pursuant to the 12g3-2(b) exemption. Section 12g3-2(b)
states:

“(b)

(1)
A foreign private issuer shall be exempt from the requirement to register a

class of equity securities under section 12(g)
of the Act (15 U.S.C. 78l(g)) if:

(i)
The issuer is not required to file or furnish reports under section 13(a) of the

Act (15 U.S.C. 78m(a)) or section 15(d) of
the Act (15 U.S.C. 78o(d));

(ii)
The issuer currently maintains a listing of the subject class of securities on

one or more exchanges in a foreign jurisdiction
that, either singly or together

with the trading of the same class of the issuer’s securities in another foreign

jurisdiction,
constitutes the primary trading market for those securities; and

(iii)
The issuer has published in English, on its Internet Web site or through an

electronic information delivery system generally
available to the public in its

primary trading market, information that, since the first day of its most recently

completed fiscal year,
it:

(A)
Has made public or been required to make public pursuant to the laws of

the country of its incorporation, organization or
domicile;

(B)
Has filed or been required to file with the principal stock exchange in its

primary trading market on which its securities
are traded and which has

been made public by that exchange; and

(C)
Has distributed or been required to distribute to its security holders.”

ERL
clearly falls within this exemption as follows:

    (i) It
                                            is not required to file or furnish reports under sections 13(a) or 15(d). This means “it
                                            has not listed or publicly offered its securities in the U.S.” (see Davis Polk
                                            Memo dated October 2009 at chrome-extension: //efaidnbmnnnibpcajpcglclefindmkaj/https://www.davispolk.com/sites/default/files/files/Publication/9ca8b5a7-bbee-44c8-b54e-1a3bafdde555/Preview/PublicationAttachment/370f4c61-d7cf-44ac-bec4-1be0129c2657/2009.10.12g3-2b.memo.ENG.pdf).
                                            The Company confirms that ERL has indicated that it has neither offered or listed publicly
                                            its securities in the U.S.

 (ii) ERL
                                            lists its securities in the Seychelles on the MERJ exchange, and this constitutes the “primary
                                            trading market” for ERL shares as more than 55% of its shares are listed there. (See
                                            Note 1 to this paragraph, which states, in relevant part: “For the purpose of paragraph
                                            (b) of this section, primary trading market means that at least 55 percent of the
                                            trading in the subject class of securities on a worldwide basis took place in, on or through
                                            the facilities of a securities market or markets in a single foreign jurisdiction or in no
                                            more than two foreign jurisdictions during the issuer’s most recently completed fiscal
                                            year.”).

 (iii) ERL
                                            publishes full annual reports which are published pursuant to Seychelles law on its website
                                            and with the MERJ Exchange, which are made public and which, as confirmed by ERL’s
                                            Chief Financial Officer, fully complies with all delivery requirements under Seychelles law.

“4.
Valid Business Purpose for Spin-Off

When
there is a valid business purpose for a spin-off, it is less likely that the parent indirectly will receive value for the spun-off shares
through the creation of a market in those securities. The Division has recognized the following as examples of valid business purposes
for a spin-off:

 ● allowing
                                            management of each business to focus solely on that business;”

Answer:
As stated above, the Company completed the spinof