SecProbe.io

CORRESP
1
filename1.htm

November
29, 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. 2 to Registration Statement on Form F-1

Filed
November 7, 2023

File
No. 333-273841

Gentlepersons:

We
have received your letter dated November 22, 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. 2 to Registration Statement on Form F-1

General

1.
We note your response to prior comment 1, including reference to your Form 6-K filed September 5, 2023. in the FAQs section of the Form
6-K under the question titled “What is the ERL Share Distribution?,” you state that ERL is currently listed as a public company
on the main board of MERJ Exchange and that you have commenced the “dual listing” process to transfer ERL to Upstream. Further,
we note that the Upstream website currently reflects that ERL is dual-listed. Please tell us what exchanges and listings are involved
in ERL’s “dual listing.” In this regard, please clearly explain (i) whether ERL intends to be listed on both the MERJ
Exchange and Upstream, or if ERL plans to cease its MERJ Exchange listing, (ii) if ERL intends to cease its listing on the MERJ Exchange,
please advise if Upstream will update its website to remove a reference to a dual listing, and (iii) that ERL shares or other securities
are not currently listed on a U.S.-based exchange and that you are not in the process of working towards a U.S. exchange listing.

Upon
information and belief after consultation with management and the Board of Directors of ERL, the following are the responses to your
two questions:

 (i) Whether
                                            ERL Intends to be listed on both exchanges:

Answer:
ERL is listed on MERJ Exchange according to the Main Board listing standards. Upstream is an app-based
entrance to the MERJ Exchange for direct exchange access. ERL is available for trading on the MERJ Main and Upstream markets, which are
operated under the same exchange with a shared depository and one set of listing rules.

 (ii) If
                                            ERL intends to cease its MERJ listing:

Answer:
ERL will remain trading on both markets of MERJ Exchange at this time. We have been advised Upstream
is updating the ERL profiles to reflect “Listing” rather than “Dual Listing”.

 (iii) Confirmation
                                            that ERL securities are not currently listed on a U.S.-based exchange and that there is not
                                            process towards such a listing:

Answer:
ERL has confirmed to GNS that ERL is neither currently listed on a U.S.-based exchange, nor is it in the process of working toward such
a listing.

2.
We note your response to prior comment 1 and your analysis as to whether the company provided “adequate information about the spin-off
and the subsidiary to its shareholders and to the trading markets” in accordance with Staff Legal Bulletin No. 4.

●
Please provide us with a detailed analysis as to whether the information referenced in your response substantially complied with Regulation
14A or Regulation 14C, including the requirements relating to financial statements of the subsidiary.

As
discussed in our prior comment response to you, the information referenced in our prior response substantially complied with Regulations
14A and/or 14C as follows.

On
or about April 12, 2023 , the Company circulated and delivered to its shareholders a Circular with regard to its Extraordinary General
Meeting. The only two matters presented at this Meeting were the new constitution and the spinoff. To streamline the provisions of the
Company’s Constitution to bring them in line with constitutional provisions typically adopted by Singapore-incorporated public
companies that are listed in Singapore, it was proposed that the Constitution of the Company be amended by adopting a new constitution
in lieu of the existing Constitution. The Circular then provided in detail the calculation of the capital reduction and distribution
constating the spinoff and the calculation thereof: Section 4 of the Circular describes in detail the calculation of the Spinoff, the
mechanics thereof and the pro forma effects thereof to the Company.

The
Circular contained the following information referenced to Item numbers in Schedule 14A:

Item
1. Date, Time and Place Information.

This
information was set forth on the front page of the Circular under the heading “Important Dates and Times”.

Item
2. Revocability of Proxy.

Upon
information and belief, this is not a concept which exists with respect to Singapore corporations and thus is not addressed in the Circular.

Item
3. Dissenters Rights of Appraisal.

Upon
information and belief, this is not a concept which exists with respect to Singapore corporations and thus is not addressed in the Circular.

Item
4. Persons Soliciting the Proxy.

This
Meeting was not subject to Rule 14a-12(c) so the only information required is stating that the Circular is on behalf of the Company which
is stated throughout the Circular.

Item
5. Interests of Certain Persons in Matters to be Acted Upon.

This
is not relevant to this Circular although the management of the Company is disclosed.

Item
6. Voting Securities and Principal Holders Thereof.

The
information required in all subparts of Item 6 is set forth in detail in Section 5 of the Circular, entitled “Directors’
and Shareholders’ Substantial Interests”.

Item
7. Directors and Executive Officers.

There
was no action to be taken at the Meeting with regard to directors and/or executive officers, so the Company had no disclosure obligations
hereunder.

Item
8. Compensation of Directors and Executive Officers.

There
was no action to be taken at the Meeting with regard to directors and/or executive officers, so the Company had no disclosure obligations
hereunder.

Item
9. Independent Public Accountants.

There
was no action to be taken at the Meeting with regard to independent public accountants, so the Company had no disclosure obligations
hereunder.

Item
10. Compensation Plans.

There
was no action to be taken at the Meeting with regard to compensation plans, so the Company had no disclosure obligations hereunder.

Item
11. Authorization or issuance of securities otherwise than for exchange. If action is to be taken with respect to the authorization
or issuance of any securities otherwise than for exchange for outstanding securities of the registrant, furnish the following information:

Adequate
information about the spinoff and ERL was provided to the Company’s shareholders and trading markets in the Circular in Section
4 thereof, which details the following information regarding the spinoff:

 ● Description
                                            of the spinoff transaction and mechanics of share distribution

 ● Description
                                            of the capitalization of the Company and how each class of equity is affected and the number
                                            of shares for spinoff calculated

 ● Illustrative
                                            transactions

 ● Capital
                                            reduction conditions

 ● Pro
                                            forma financial effects of the spinoff

 ● Corporate
                                            and business structure after the spinoff

 ● Future
                                            business of both the Company and ERL

 ● Detailed
                                            administrative procedures of the spinoff

 ● A
                                            disclosure that the Company is not subject to the SEC proxy rules and provided the required
                                            information and followed the procedures required under Singapore law.

.
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 and delivered the Circular to all shareholders on or
about April 12, 2023 and the 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, thus fulfilling all information requirements.

(a)
State the title and amount of securities to be authorized or issued.

This
information was provided in the Circular in detail in Section 4 as to the calculation. Subsequent to the Meeting, the Company then filed

(b)
Furnish the information required by Item 202 of Regulation S-K (§ 229.202 of this chapter). If the terms of the securities
cannot be stated or estimated with respect to any or all of the securities to be authorized, because no offering thereof is contemplated
in the proximate future, and if no further authorization by security holders for the issuance thereof is to be obtained, it should be
stated that the terms of the securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption
prices, maturity dates, and similar matters will be determined by the board of directors. If the securities are additional shares of
common stock of a class outstanding, the description may be omitted except for a statement of the preemptive rights, if any. Where the
statutory provisions with respect to preemptive rights are so indefinite or complex that they cannot be stated in summarized form, it
will suffice to make a statement in the form of an opinion of counsel as to the existence and extent of such rights.

The
shares distributed of ERL were ordinary shares and not subject to any preemptive rights so there was no disclosure to be made.

(c)
Describe briefly the transaction in which the securities are to be issued including a statement as to (1) the nature and approximate
amount of consideration received or to be received by the registrant and (2) the approximate amount devoted to each purpose so far as
determinable for which the net proceeds have been or are to be used. If it is impracticable to describe the transaction in which the
securities are to be issued, state the reason, indicate the purpose of the authorization of the securities, and state whether further
authorization for the issuance of the securities by a vote of security holders will be solicited prior to such issuance.

This
information was detailed in the Circular in detail.

(d)
If the securities are to be issued otherwise than in a public offering for cash, state the reasons for the proposed authorization
or issuance and the general effect thereof upon the rights of existing security holders.

The
Circular described the purpose of the spinoff in detail. As the distribution was pro rata to all shareholders of the Company there was
no effect upon the rights of any existing shareholders as all holders were treated the same.

(e)
Furnish the information required by Item 13(a) of this schedule.

See
Item 13 below.

Item
12. Modification or Exchange of Securities.

This
is inapplicable as no securities were modified or exchanged.

Item
13. Financial and other information. (See Notes D and E at the beginning of this Schedule.)

(a)
Information required. If action is to be taken with respect to any matter specified in Item 11 or 12, furnish the following
information:

(1)
Financial statements meeting the requirements of Regulation S–X, including financial information required by Rule 3–05
and Article 11 of Regulation S–X with respect to transactions other than pursuant to which action is to be taken as described
in this proxy statement (A smaller reporting company may provide the information in Rules 8–04 and 8–05 of
Regulation S–X (§§ 210.8–04 and 210.8–05 of this chapter) in lieu of the financial information required
by Rule 3–05 and Article 11 of Regulation S–X);

Financial
statements complying with Regulation S-X (not including financial statements required by Rule 3-05 and Article 11 as the spinoff was
not other than pursuant to which action was to be taken as part of the information statement as the spinoff was subject to shareholder
action) were reported on Form 20-F filed with the SEC on May 13, 2022 for the fiscal year ended December 31, 2021and on June 6, 2023,
as amended on June 7, 2023 and August 4, 2023, for the fiscal year ended December 31, 2022 and posted on the Company’s website
at the time of each filing (collectively, the “Annual Reports”).

(2)
Item 302 of Regulation S-K, supplementary financial information;

The
Company is a smaller reporting company so this information is not required.

(3)
Item 303 of Regulation S-K, management’s discussion and analysis of financial condition and results of operations

Item
303 disclosure was provided in the MD&A sections of the Forms 20-F;

(4)
Item 304 of Regulation S-K, changes in and disagreements with accountants on accounting and financial disclosure;

No
disclosure was required as Marcum LLP has been the Company’s auditor since 2020, and there have been no disagreements.

(5)
Item 305 of Regulation S-K, quantitative and qualitative disclosures about market risk

Smaller
reporting companies are not required to provide this disclosure; and

(6) A
statement as to whether or not representatives of the principal accountants for the current year and for the most
recently completed fiscal year:

(i)
Are expected to be present at the security holders’ meeting;

(ii)
Will have the opportunity to make a statement if they desire to do so; and

(iii)
Are expected to be available to respond to appropriate questions

This
is inapplicable as the Meeting was not an annual meeting at which auditors were required to be present and/or auditor ratification even
applicable.

Instructions
to Item 13. 1. Notwithstanding the provisions of this Item, any or all of the information required by paragraph (a) of this Item not
material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. In the usual case the information
is deemed material to the exercise of prudent judgment where the matter to be acted upon is the authorization or issuance of a
material amount of senior securities, but the information is not deemed material where the matter to be acted upon is the
authorization or issuance of common stock, otherwise than in an exchange, merger, consolidation, acquisition or similar transaction,
the authorization of preferred stock without present intent to issue or the authorization of preferred stock for issuance for cash in
an amount constituting fair value.

The
Company would also respectfully argue that it does not deem the provision of the information required by paragraph (a) of Item 13 to
be material. The reason is that the matter acted upon is with regard to the distribution of common securities of ERL in a spinoff which
is not an “exchange, merger, consolidation, acquisition or similar transaction” under Item 13.1. Exchanges, mergers, consolidations
and acquisitions are all transactions which combine entities and/or assets, while a spinoff is a divestiture.

Item
14. Mergers and similar.

The
spinoff does not fall within paragraph (a) of Item 14 as it is not a (1) A merger or consolidation;

(2)
An acquisition of secu