SecProbe.io

CORRESP
1
filename1.htm

July
10, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
DC 20549

Attn:
Marian Graham, Esq. and Jeff Cauten, Esq.

Genius
Group Limited

Registration
Statement on Form F-1

Filed
May 29, 2024

File
No. 333-279795

Gentlepersons:

We
have received a letter dated July 3, 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 the Amendment No. 2 to the Company’s Registration Statement on Form F-1 filed by the Company on June 25, 2024 (the
“Registration Statement”). The Staff’s comments from the Letter are included below in bold type for convenience of
reference, which is followed by the Company’s response thereto.

Amendment
No. 2 to Registration Statement on Form F-1

Summary
Combined Unaudited Pro Forma Financial Data and Audited Consolidated Financial Data

Footnotes
and pro forma adjustments, page S-11

 1. We
                                            note that you acquired approximately $25.8 million of intangible assets in the FatBrain acquisition.
                                            Please revise to include the related impact on the pro forma statement of operations. Refer
                                            to Rule 11-02(a)(6)(i)(B) of Regulation S-X. Also, revise to include pro forma per share
                                            information.

Response:

We
have revised the Pro Forma working to re-calculate the impact on Balance Sheet and Statement of Operations. We have also included pro
forma per share information on Statement of Operations.

The
total acquisition value of the acquisition was approximately $29.3 million broken down as follows:

Acquired
Assets

    Intellectual Property
    $ 7,867,848

    Customer contracts and customer relationship
      7,399,746

    Other intangible assets
      6,984,946

    Total Intangible Assets
    Subject to Amortization
      22,252,540

    Goodwill
      18,171,320

    Total Intangible Assets
    Acquired
      40,423,860

    Net asset acquired exclusive of other intangible assets (see table below)
      3,904,032

    Additional liabilities acquired
      (15,000,000 )

    Total Net Assets
    Acquired
    $ 29,372,892

    Descriptions
    Amount

    Cash and cash equivalents
    $ 6,886,013

    Accounts receivable, net
      3,488,160

    Prepaid expenses and other current assets
      3,553,991

    Other assets
      330,436

    Accounts payable
      (3,456,593 )

    Deferred revenue
      (2,189,960 )

    Loans payable - current portion
      (3,900,015 )

    Other liabilities
      (807,999 )

    Net Assets Acquired Exclusive of
    Other Intangible Assets
    $ 3,904,032

The
total net assets acquired is $10,888,978 which includes $3,904,032 net assets acquired exclusive of intangible assets and $6,984,946 intangible
assets that ties with the audited financial statement of Prime Source Group.

The
consideration provided for the above assets was as follows:

    Fair market value of Company shares issued
    $ 29,327,892

The acquisition
of the Intangible assets from FatBrain AI resulted in the following impact on the Pro Forma Statement of Operations:

    Intangible
    Assets
    Method
    of Amortization
    Remaining

    Economic Life
    Amount
                                            of

                                                                                Intangible
                                            Assets

    Amortization
    Expense

    Intellectual Property
    Straight Line
    3 Years
    $ 7,867,848
    $ 2,622,616

    Customer Contracts and Customer Relationships
    Straight Line
    4 Years
      7,399,746
      1,849,936

    Other Intangible Assets*
    Straight Line
    5 – 7 Years
      6,984,946
      -

    Total

    $ 22,252,540
    $ 4,472,553

*
Amortization of Other Intangible Assets is included in the Prime Source Group’s financial statement.

We
have further calculated the income tax impact of the above adjustment to reflect on the Pro Forma Statement of Operations:

    Amortization amount
    $ 4,472,553

    Income tax rate
      21 %

    Income tax
    $ 939,236

FatBrain
AI Financials, page S-12

 2. Please
                                            explain your statement on page S-12 that FatBrain AI’s financial statements are derived
                                            from the audited financial statements of Prime Source Group. Explain, in detail, the relationship
                                            between these entities and clarify whether FatBrain AI comprises the entire Prime Source
                                            Group. If not, revise to include audited financial statements for FatBrain AI only.

Response:
The FatBrain AI transaction represents the acquisition of FB Primesource Acquisition LLC which consists of the following:

 1) Prime
                                            Source Group - 100% stock ownership of five companies organized under Kazakhstan law
                                            and operating in Kazakhstan. The combination of those five companies is called Prime Source
                                            Group and the audited financial statements of Prime Source Group are included as Exhibit
                                            21.1 (b) and 21.1 (c) to the Registration Statement.

 2) IP
                                            Assets of LZGI (seller) contributed to the transaction per the Sale and Purchase
                                            agreement.

 3) Liabilities
                                            of LZGI (seller) contributed to the transaction per the Sale and Purchase agreement.

Thus,
the audited Prime Source Group financial statements cover the operating assets of the five entities.

 3. Please
                                            address the following as it relates to the Independent Auditor’s report for FatBrain
                                            AI:

 ● Confirm
                                            that the financial statements were audited in accordance with U.S. generally accepted audited
                                            standards (U.S. GAAS) and revise the reference to International Standards on Auditing to
                                            instead refer to U.S. GAAS.

 ● Revise
                                            to either provide an audit report that includes an opinion as to whether the financial statements
                                            comply with IFRS as issued by the IASB or provide a reconciliation from IFRS to U.S. GAAP
                                            in the financial statement footnotes.

Response:

 ● We
                                            confirm that the financial statements were audited in accordance with the International Financial
                                            Reporting Standards (IFRS) and not U.S. GAAS.

 ● We
                                            have revised the exhibits to include the updated audit opinion which states that the financial
                                            statements comply with IFRS as issued by IASB. Based on our detailed review of the audited
                                            financial statements, we identified no material differences between the current IFRS financial
                                            statement presentation vs U.S. GAAP presentation would have been.

Exhibits

 4. Please
                                            revise to include a consent that is signed by the accounting firm as opposed to a partner
                                            of the firm.

Response:
We have updated the exhibit in relation to the above comment to include sign off from accounting firm’s name as opposed to a partner
of the firm.

 5. Please
                                            revise the consent of your independent registered public accounting firm to refer to the
                                            audit of Genius Group’s consolidated financial statements as of December 31, 2023 and
                                            2022 and each of the years in the three years ended, December 31, 2023.

Response:
We have updated the consent of our independent registered public accounting firm to refer to the audit of Genius Group’s consolidated
financial statements as of December 31, 2023 and 2022 and each of the years in the three years ended, December 31, 2023.

In
connection with responding to the Staff’s comments, the Company acknowledges that it is responsible for the accuracy and adequacy
of the disclosures in its filings, notwithstanding any review, comments, action or absence of action by the Staff.

We
believe that the response above fully addresses the comment contained in the Letter. If you have any questions regarding the Registration
Statement or the above response, please contact the undersigned at roger@geniusgroup.net and the Company’s U.S. counsel, Jolie
Kahn, at (516) 217-6379 or joliekahnlaw@sbcglobal.net.

    Sincerely,

    /s/
    Roger Hamilton

    Roger
    Hamilton

    Chief
    Executive Officer

cc:Jolie
Kahn