Correspondence 0001493152-24-001849 from Genius Group Ltd (GNS)

Genius Group Ltd
Date: Jan. 9, 2024 · CIK: 0001847806 · Accession: 0001493152-24-001849

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File numbers found in text: 333-273841

Date

January 11, 2024

Author

Chief

Form

CORRESP

Company

Genius Group Ltd

Letter

Re: Genius Group Limited

January 9, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

F Street N.E.

Washington, DC 20549

Registration Statement on Form F-1 (Registration No. 333-273841)

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form F-1 (333-273841) (the “Registration Statement”), hereby concurs in the request by Genius Group Limited that the effective date of the above-referenced registration statement be accelerated to 5:00 p.m. Eastern Time on Thursday, January 11, 2024, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”). Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

Very
truly yours,
H.C.
WAINWRIGHT & CO., LLC

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CORRESP
1
filename1.htm

January
9, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street N.E.

Washington,
DC 20549

    Re:
    Genius
    Group Limited

    Registration
    Statement on Form F-1 (Registration No. 333-273841)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), acting as placement agent on a best-efforts basis in an offering pursuant
to the registration statement on Form F-1 (333-273841) (the “Registration Statement”), hereby concurs in the request
by Genius Group Limited that the effective date of the above-referenced registration statement be accelerated to 5:00 p.m. Eastern Time
on Thursday, January 11, 2024, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Securities Act”). Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain
to the best efforts offering pursuant to the Registration Statement.

    Very
    truly yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:

    /s/ Mark W. Viklund

    Name:
    Mark W. Viklund

    Title:
    Chief
    Executive Officer

430
Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com

Member:
FINRA/SIPC

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