SecProbe.io

CORRESP
1
filename1.htm

January
30, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, NE

Washington,
DC 20549

Attn:
Brian Fetterolf and Dietrich King

Re: Genius
                                            Group Limited

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

Filed
January 16, 2024

File
No. 333-273841

Dear
Messrs. Fetterolf and King:

We
have received a letter dated January 25, 2024 (the “Letter”) from the staff of the Securities and Exchange Commission (the
“SEC” and, the staff of the SEC, the “Staff”) to my direction, as Chief Executive Officer of Genius Group Limited
(the “Company”), relating to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form F-1 filed
by the Company on January 16, 2024 (the “Post-Effective Amendment”). The Staff’s comment from the Letter is included
below in bold type for convenience of reference, which is followed by the Company’s response thereto.

Post-Effective
Amendment No. 1 to Registration Statement on Form F-1 filed January 16, 2024

General

1.
Please tell us how the securities transaction you closed on or about January 17, 2024, complied with Section 5 of the Securities Act,
as amended. In this regard, we note the registration statement for the transaction (Reg. No. 333-273841), which the staff declared effective
on January 11, 2024, covered the sale up to 15,673,981 Series 1 units consisting of a like number of ordinary shares and warrants, as
well as, in lieu of Series 1 units, up to 15,673,981 Series 2 units consisting of a like number of ordinary shares and warrants, but
the press release you issued on January 17, 2024, disclosed that you sold 23,571,429 of your ordinary shares, Series 2024-A warrants
to purchase up to 23,571,429 of your ordinary shares and Series 2024-C warrants to purchase up to 23,571,429 of your ordinary shares.
As such, it appears you sold more securities than were covered by the registration statement. In your response, please identify the classes
and amounts of all the securities you actually issued and sold in connection with the January 17, 2024 closing.

Response:
We respectfully submit that the securities offering we closed on January 17, 2024 complied with Section 5 of the Securities Act of 1933,
as amended (the “Securities Act”). To assist the Staff with its review, we are providing a high-level overview of the Company’s
filings with respect to the offering, which is followed by a detailed discussion and analysis of those filings as they relate to the
offering, the securities offered and sold thereunder and compliance with Section 5 of the Securities Act.

High-Level
Overview of Filings Related to the Offering

On
August 9, 2023, the Company filed a Registration Statement on Form F-1 (the “Original F-1” and together with all subsequent
amendments filed with respect thereto by the Company, the “Registration Statement”) for securities with a maximum aggregate
purchase price of $10,000,000, consisting of Series 1 units comprised of one ordinary share and a warrant exercisable for five years
following the issuance thereof to purchase one ordinary share (designated as a Series 2023-A warrant). In addition, and in accordance
with Exhibit 107 to the Original F-1, the Company disclosed that it was registering (i) $10,000,000 of ordinary shares underlying the
Series 2023-A warrants, (ii) $10,000,000 of Series 2 units, each unit consisting of a pre-funded warrant to purchase an ordinary share
and a Series 2023-A warrant; (iii) $10,000,000 of ordinary shares underlying the pre-funded warrants; (iv) $10,00,000 of ordinary shares
underlying the Series 2023-A warrants in the Series 2 units; and (v) $625,000 of ordinary shares underlying placement agent warrants.
The table in Exhibit 107 specifically indicates that the registered securities were registered pursuant to Rule 457(o) promulgated under
the Securities Act, which states that, “[w]here an issuer registers an offering of
securities, the registration fee may be calculated on the basis of the maximum aggregate offering price of all the securities listed
in the ‘Calculation of Registration Fee’ table. The number of shares or units of securities need not be included in the ‘Calculation
of Registration Fee’ Table.” Both on the cover page of the preliminary prospectus and the back page of the preliminary prospectus
contained in the Original F-1, the number of securities to be issued in the header on the front page and the header on the back page
were left blank. As disclosed throughout the Original F-1, including Exhibit 107 thereto, the Company filed the Original F-1 in order
to register a dollar amount of securities (rather than a fixed number of ordinary shares), as permitted by Rule 457(o), in light of the
nature of the best efforts offering it was contemplating conducting through a placement agent. In an offering where only a maximum dollar
amount of securities are registered, the final aggregate number of securities are determined at the time of pricing of the offering,
immediately following effectiveness, and included in the final prospectus.

On
January 3, 2024, the Company filed Amendment No. 3 to the Registration Statement on Form F-1 (“Amendment No. 3”) to address
comments received from the SEC with respect to prior amendments to the Registration Statement. Consistent with each prior version of
Exhibit 107 filed in connection with the proposed offering, Exhibit 107 filed with Amendment No. 3 registered only a dollar amount of
securities and reflected an increased proposed offering size of up to $77,750,000 of the Company’s securities (reflecting an offering
of up to $11,000,000). Additionally, since, based on communications with the Staff, the Company believed that Amendment No. 3 was likely
to be one of the last amendments to be filed before the Registration Statement was declared effective, the Company included in various
sections of Amendment No. 3, such as the front cover of the prospectus, the “Dilution” and “Capitalization” sections,
numbers in the text of the prospectus based upon an assumed offering price of $0.7018 per unit, which was the closing price of the ordinary
shares of the Company on December 27, 2023 and was defined in Amendment No. 3 as the “assumed offering price.” The disclosure
in Amendment No. 3 made clear, including on the cover page of the preliminary prospectus, that the price was assumed “for purposes
of calculations in this preliminary prospectus” and was “subject to final pricing upon effectiveness.”

On
January 9, 2024, following communications with the Staff, the Company requested that the Staff declare the Registration Statement effective
on January 11, 2024 or as promptly thereafter as possible.

On
January 11, 2024, the Registration Statement was declared effective. Thereafter, as is customary, the offering was priced by the placement
agent, the prospective investors and approved by the Company, for an aggregate dollar amount of $8,250,000 with a purchase price per
unit of $0.35. Specifically, investors in the offering agreed to purchase, and, through the Placement Agent, the Company agreed to sell
23,571,429 Series 1 units, consisting of 23,571,429 of the Company’s ordinary shares, Series 2024-A warrants to purchase up to
23,571,429 of the Company’s ordinary shares and Series 2024-C warrants to purchase up to 23,571,429 of the Company’s ordinary
shares, at a combined offering price of $0.35 per ordinary share and associated warrants. The Series 2024-A warrants have a per share
exercise price of $0.35 and are immediately exercisable upon issuance for a period of five years following the date of issuance. The
Series 2024-C warrants have a per share exercise price of $0.35 and are immediately exercisable upon issuance for a period of 18 months
following the date of issuance. For the avoidance of doubt, no Series 2 units were sold in the offering.

On
January 12, 2024, consistent with the pricing process that occurred on January 11, 2024, the Company issued a press release announcing
the Company’s entry into a purchase agreement with certain investors and its commitment to issue Company securities for an aggregate
purchase price of $8,250,000 as well as related additional details concerning the offering (the “pricing press release”).
Also on January 12, 2024, the Company filed a Report on Form 6-K, which indicated that the securities offering had priced and included
a copy of the pricing press release as an exhibit thereto.

On
January 16, 2024, the Company filed the Post-Effective Amendment pursuant to Rule 462(d) under the Securities Act, for the sole purpose
of filing updated legal opinions, which legal opinions reflected with the final number of securities to be sold in the offering. The
Company acknowledges that the Post-Effective Amendment was filed under the submission header “POS AM” when it should have
been filed under the submission header “POS EX.” Also on January 16, 2024, following the filing of the Post-Effective Amendment,
the Company filed a final prospectus pursuant to Rule 424(b)(4) under the Securities Act, which contained the final number of securities
to be sold in the offering and other information that the Company intentionally and permissibly omitted from the preliminary prospectus
included in the Registration Statement.

On
January 17, 2024, the Company issued a press release announcing the closing of the offering (the “closing press release”).
Also on January 17, 2024, the Company filed a Report on Form 6-K, which described the closing of the offering and included a copy
of the closing press release as an exhibit thereto.

Discussion
and Analysis

As
disclosed in the Post-Effective Amendment filed pursuant to Rule 462(d) under the Securities Act, the final prospectus and both the pricing
press release and the closing press release, on January 17, 2024, the Company closed an offering of securities with an aggregate purchase
price of $8,250,000 and, in connection with that offering, issued warrants to the placement agent for the offering that are exercisable
for up to 1,035,714 of the Company’s ordinary shares. Based on the foregoing, the Registration Statement registered, and the Company
paid a filing fee to the SEC in respect of, an offering of the Company’s ordinary shares, including ordinary shares underlying
warrants to be issued to investors in the offering as well as the placement agent, that were well in excess of the actual offering that
occurred. As noted above, the Registration Statement, including as evidenced by Exhibit 107 filed therewith, registered a dollar amount
of aggregate securities to be offered in the proposed best efforts offering and not a fixed number of ordinary shares. The Company’s
intention to register and conduct an offering of an indeterminate amount of securities was clear throughout the various filings
it made with the SEC with respect to the proposed best efforts offering, both in the disclosure within the preliminary prospectus filed
with the Registration Statement, in the final prospectus and in each version of Exhibit 107 that was filed, as described in more detail
above.

Additionally,
in Amendment No. 3, the disclosure clearly states that the price per share listed was “assumed” and used only for purposes
of illustrating the calculation of various numbers throughout the prospectus, and the deal price could change at pricing, which it ultimately
did. The assumed price was based upon a December 27, 2023 closing price of the Company’s ordinary shares on the NYSE American of
$0.7018 per share. The closing price of the Company’s ordinary shares on the NYSE American on the date of pricing decreased to
$0.51, and the offering priced at an approximate 31% discount to that closing price.

With
a best efforts offering, it is often not possible to fix a number of shares prior to pricing as there is no way to gauge demand before
the related registration statement is declared effective by the SEC. To attempt to fix the maximum number of shares based on an assumed
price would render most best efforts offerings impossible to close as often stock prices are volatile and not subject to prediction,
especially with microcap stocks where prices can be subject to sudden and precipitous decreases.

Rule
457(o) under the Securities Act permits registrants to register a dollar amount of securities, rather than a fixed number of shares.

As
noted above, Rule 457(o) under the Securities Act provides that “[w]here an issuer registers an offering of securities, the registration
fee may be calculated on the basis of the maximum aggregate offering price of all the securities listed in the ‘Calculation of
Registration Fee’ table. The number of shares or units of securities need not be included in the ‘Calculation of Registration
Fee’ Table.” The Staff has provided helpful guidance to aid in interpreting Rule 457(o) under the Securities Act. Specifically,
the Company notes the Staff’s guidance in the following Compliance and Disclosure Interpretations (“C&DIs”):

640.05
A registration statement went effective registering $15,000,000 of preferred stock under Rule 457(o). The prospectus indicated that
1,000,000 shares were being offered. After the effective date, but prior to the commencement of sales, the registrant sought to increase
the number of shares in the offering to 1,300,000 and decrease the price from the intended $15 to $11.50. Because the new aggregate offering
amount (1,300,000 x $11.50) does not exceed the $15,000,000 registered, no new registration statement need  be filed. [Jan. 26, 2009]

Question
240.01

Question:
After the initial filing of a registration statement, must a company pay an additional filing fee if its per share offering price
changes?

Answer:
…Under Rule 457(o), a company registers the dollar amount of securities being offered. Consequently, if the per share price
increases so that the maximum aggregate offering price would be greater than the maximum aggregate offering amount listed in the calculation
of registration fee table, the company would be required to register an additional dollar amount and pay an additional registration fee,
or reduce the number of shares it offers. If the per share price decreases, additional shares could be offered without further registration
so long as the amount of shares offered times the per share price does not exceed the maximum aggregate offering amount listed in the
calculation of registration fee table. [Jan. 26, 2009]

The
approach taken by the Company to register the offering of an aggregate dollar amount of securities (rather than a fixed number of shares)
was permitted under Rule 457(o) of the Securities Act and is customary for a best efforts or a small underwritten offering.

Pursuant
to Rule 457(o) under the Securities Act and the related guidance offered by the Staff in the C&DIs noted above, the Company registered
an aggregate dollar amount of securities to be issued in the offering, which is also in line with prior offerings of this type. To assist
the Staff with its review, the table below presents an overview of filings made in connection with five comparable offerings (as well
as details for the Company’s offering), which comparable offerings all involved a greater than 20% increase in at least one type
of security offered from the preliminary prospectus filed before pricing occurred, as disclosed in the final prospectus filed following
pricing.

    Issuer
    Name:

    Type
    and Date of Offering

    Number
    of Shares in Assumed Calculation in Preliminary Prospectus

    Where
    and How Final Pricing Disclosed

    Number
    of shares in Final Pricing (Percentage Change from Preliminary Prospectus)

    Percentage
    of Dollar Amount Sold to Aggregate Offering Registered

    Accelerate
    Diagnostics, Inc.

    Underwritten
    offering that closed on or about January 24