SecProbe.io

CORRESP
 1
 filename1.htm

 GENIUS
GROUP LIMITED

 3
Temasek Avenue,

 #18-01,
Centennial Tower,

 Singapore
039190

 July
16, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Genius
Group Limited

 Registration
 Statement on Form F-3

 File
 No. 333-288534

 REQUEST
 FOR ACCELERATION OF EFFECTIVENESS

 Gentlepersons:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Genius Group Limited (the "Registrant") hereby respectfully
requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333- 288534 ),
as amended (the "Registration Statement"), so that it may become effective at 5:00 p.m. Eastern Time on Friday, July 18,
2025, or as soon as practicable thereafter.

 The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

 We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

 Very
 truly yours,

 GENIUS
 GROUP LIMITED

 /s/
 Gaurav Dama

 Gaurav
 Dama

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

Roger James Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950

 Re: Genius Group Ltd.
 Registration Statement on Form F-3
 Filed July 7, 2025
 File No. 333-288534
Dear Roger James Hamilton:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Lauren Pierce at 202-551-3887 or Larry Spirgel at
202-551-3815 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jolie Kahn
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

GENIUS
GROUP LIMITED

8
Amoy Street, #01-01

Singapore
049950

September
6, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Genius
Group Limited

    Registration
    Statement on Form F-3

    File
    No. 333-280600

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Genius Group Limited (the “Registrant”) hereby respectfully
requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-280600), as amended (the “Registration
Statement”), so that it may become effective at 5:00 p.m. Eastern Time on Tuesday, September 10, 2024, or as soon as practicable
thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    GENIUS
    GROUP LIMITED

    /s/
    Adrian Reese

    Adrian
    Reese

    Chief
    Financial Officer

CORRESP
1
filename1.htm

GENIUS
GROUP LIMITED

8
Amoy Street, #01-01

Singapore
049950

September
6, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Genius
Group Limited

    Registration
    Statement on Form F-1

    File
    No. 333-279795

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Genius Group Limited (the “Registrant”) hereby respectfully
requests acceleration of the effective date of its Registration Statement on Form F-1 (File No. 333-279795), as amended (the “Registration
Statement”), so that it may become effective at 5:00 p.m. Eastern Time on Tuesday, September 10, 2024, or as soon as practicable
thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    GENIUS
    GROUP LIMITED

    /s/
    Adrian Reese

    Adrian
    Reese

    Chief
    Financial Officer

CORRESP
1
filename1.htm

August
14, 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

Amendment
No. 4 to Registration Statement on Form F-1

Filed
July 24, 2024

File
No. 333-279795

Gentlepersons:

We
have received a letter dated August 6, 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. 4 to the Company’s Registration Statement on Form F-1 filed by the Company
on July 24, 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. 4 to Registration Statement on Form F-1

Summary
Combined Unaudited Pro Forma Financial Data and Audited Consolidated Financial Data, page S-11

    1.
    We
    note from your revised disclosures on page S-11 to your July 10, 2024 Form F-1/A, as part of the FatBrain acquisition, you assumed
    approximately $15.0 million in additional liabilities. Please revise pro forma adjustment 4b to disclose the terms of the loan payable.
    Also, revise to include an adjustment to your pro forma profit and loss statements to reflect the additional interest expense related
    to such loan.

Response:

We
have updated and elaborated on the liability of $15 million on page S-11 under pro forma adjustment 5b to disclose the following.

The
$15 million is broken down as follows:

    Seller vendor accounts payable acquired by Genius Group Limited

      137,776

    Balance of purchase price still payable to seller. Amounts are a loan that
    is non-interest bearing and due on demand. Genius Group Ltd anticipates paying off loan –

     Tranche 1 within next 6 months
       11,862,224

     Tranche 2 within next 15 months
       3,000,000

    Total
      15,000,000

Given
the loan is non-interest bearing, there is no interest expense reflected on the pro forma profit and loss statement.

FatBrain
AI Financials, page S-12

    2.
    We
    note the revised disclosures provided in response to comment 2 of your July 10, 2024 letter. Please explain, in detail, LZG’s
    role in the FatBrain acquisition. Provide the details of any transactions between and among, LZG, Genius Group and Prime Source Group,
    including the date of each transaction. In addition, according to Exhibit 2.22, it appears that Genius Group acquired the assets
    of LZG and the exhibit refers to financial statements of both LZG and each of the five subsidiaries of Primesource. Please explain
    further how you determined the financial statements of LZG were not required as part of this transaction and the specific guidance
    your relied upon.

Response:

We
have updated and elaborated to add additional clarity on page S-9 to disclose the following.

LZG
International Inc (LZGI), a publicly held company with no prior connection with Genius Group Ltd., acquired Prime Source Group, which
included its five operating entities, in June 2022 through its affiliate FB PrimeSource Acquisition LLC (FB). At the time, the five operating
entities represented the only assets of FB. Subsequently and close to the Acquisition date, LZGI transferred intellectual property
and certain liabilities to FB.

In
March 2024, Genius Group Ltd. acquired FB, which included the aforementioned five entities and the additional intellectual property and
liabilities LZGI transferred to FB.

After
the transaction, LZGI continues as a separate fully operational entity with the remainder of its assets and liabilities.

Exhibits

    3.
    Tell
    us why you have provided the financial statements included in Exhibit 21.C. To the extent you believe these financial statements
    are required, revise to include a consent from Moore Kazakhstan as to the inclusion of their opinion related to such financial statements.
    Alternatively, revise to remove this exhibit.

Response:
The financial statements were included in the prior submission in response to a request for information per your previous letter. To
the extent that the original comment has been resolved, we respectfully are removing the financial statements in our current response.

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

August 6, 2024
Roger James Hamilton
Chief Executive Officer
Genius Group Limited
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed July 24, 2024
File No. 333-279795
Dear Roger James Hamilton:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 3, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
Summary Combined Unaudited Pro Forma Financial Data and Audited Consolidated Financial
Data, page S-11
1.We note from your revised disclosures on page S-11 to your July 10, 2024 Form F-1/A, as
part of the FatBrain acquisition, you assumed approximately $15.0 million in additional
liabilities. Please revise pro forma adjustment 4b to disclose the terms of the loan payable.
Also, revise to include an adjustment to your pro forma profit and loss statements to
reflect the additional interest expense related to such loan.
FatBrain AI Financials, page S-12
We note the revised disclosures provided in response to comment 2 of your July 10, 2024
letter. Please explain, in detail, LZG's role in the FatBrain acquisition. Provide the details
of any transactions between and among, LZG, Genius Group and Prime Source Group, 2.

August 6, 2024
Page 2
including the date of each transaction. In addition, according to Exhibit 2.22, it appears
that Genius Group acquired the assets of LZG and the exhibit refers to financial
statements of both LZG and each of the five subsidiaries of Primesource. Please explain
further how you determined the financial statements of LZG were not required as part of
this transaction and the specific guidance your relied upon.
Exhibits
3.Tell us why you have provided the financial statements included in Exhibit 21.C. To the
extent you believe these financial statements are required, revise to include a consent from
Moore Kazakhstan as to the inclusion of their opinion related to such financial statements.
Alternatively, revise to remove this exhibit.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jolie Kahn

CORRESP
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July
26, 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-3

Filed
June 28, 2024

File
No. 333-280600

Gentlepersons:

We
have received a letter dated July 10, 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 Company’s Registration Statement on Form F-3 filed by the Company on June 28, 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.

Registration
Statement on Form F-3

Cover
Page

    1.
    If
    you are relying on General Instruction I.B.5 for Form F-3 eligibility, please include the information required by Instruction 7 to
    General Instruction I.B.5 of Form F-3.

Response:
The Company is relying on Instruction 1.B.1. as at the time of original filing on June 28, 2024, its unaffiliated market cap was $75.5
million.

Plan
of Distribution, page S-8

    2.
    Please
    clarify the full discounted price at which the investor will receive the shares. We note your disclosure that “Wainwright will
    be entitled to compensation at a commission rate of 3.0% of the aggregate gross proceeds from each sale of [y]our common stock.”
    Also, please disclose the term of the agreement with H.C. Wainwright & Co. LLC.

Response:
The investors do not receive shares at a discounted price as is the purpose of an “at the market” offering. There is no termination
date, and rather the Agreement stays in place until all shares are sold or unless otherwise terminated under the ATM agreement. We have
revised the disclosure accordingly.

Exhibits

    3.
    Please
    revise to include a consent that is signed by the accounting firm as opposed to a partner of the firm.

Response:
Revised consent by the accounting firm (and not the partner of the firm) is filed herewith.

    4.
    Please
    file the form of indenture as an exhibit to your registration statement prior to requesting effectiveness. For guidance, refer to
    sections 201.02 and 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.

Response:
Form of indenture is filed herewith as Exhibit 4.2.

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

CORRESP
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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

July 10, 2024
Roger James Hamilton
Chief Executive Officer
Genius Group Limited
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Limited
Registration Statement on Form F-3
Filed June 28, 2024
File No. 333-280600
Dear Roger James Hamilton:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1.If you are relying on General Instruction I.B.5 for Form F-3 eligibility, please include the
information required by Instruction 7 to General Instruction I.B.5 of Form F-3.
Plan of Distribution, page S-8
2.Please clarify the full discounted price at which the investor will receive the shares. We
note your disclosure that "Wainwright will be entitled to compensation at a commission
rate of 3.0% of the aggregate gross proceeds from each sale of [y]our common
stock." Also, please disclose the term of the agreement with H.C. Wainwright & Co. LLC.
Exhibits
3.Please revise to include a consent that is signed by the accounting firm  as opposed to a
partner of the firm.

July 10, 2024
Page 2
4.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

July 3, 2024
Roger James Hamilton
Chief Executive Officer
Genius Group Limited
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed June 25, 2024
File No. 333-279795
Dear Roger James Hamilton:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.
FatBrain AI Financials, page S-12
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 2.

July 3, 2024
Page 2
FatBrain AI only.
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.
Exhibits
4.Please revise to include a consent that is signed by the  accounting firm  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.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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filename1.htm

June
24, 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 June 17, 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 Company’s Registration Statement on Form F-1 filed by the Company on May 29, 2024 (the “Registration Statement”).
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.

Registration
Statement on Form F-1

Selling
Stockholders, page 93

    1.
    We
    note your statement on page 93 that the “offering is expected to close on or about May 22, 2024, subject to satisfaction of
    customary closing conditions” and that you filed a Form 6-K on May 22, 2024 disclosing that the offering closed. Please clarify
    that the offering was completed and the securities were issued and outstanding prior to filing this registration statement on Form
    F-1.

Response:
We have updated the information on page 95 in response to this comment.

Plan
of Distribution, page 94

    2.
    Please
    refer to the second paragraph. We note your disclosure that the “selling stockholders may sell all or a portion of the shares
    of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker- dealers or
    agents.” Please revise to state that you will file a post-effective amendment to include any material information with respect
    to the plan of distribution not previously disclosed in the registration statement. Refer to Item 512(a)(1)(iii) of Regulation S-K
    and the associated undertaking you have provided on page II-4.

Response:
We have updated the information on page 95 in response to this comment.

General

    3.
    Please
    revise to include the audited financial statements of FatBrain for each of the last two fiscal years as well as a consent
    from their independent auditors. In this regard, the unaudited financial statements included in Exhibit 21.2B of your Form 20-F and
    the “pro forma” information provided on page S-9 of this registration statement do not satisfy the requirements of Rule
    3-05 of Regulation S-X. Refer also to Item 4.b and Item 4A.b.1.i of Form F-1 and Rule 3-05(b)(2)(iii) of Regulation S-X.

Response:
We have updated the registration statement by adding two fiscal years of audited financial statements as an exhibit, and consent from
the independent auditor to use the audit report for both fiscal years.

    4.
    Please
    revise to include pro forma financial statements that comply with the guidance in Article 11 of Regulation S-X. In this regard, your
    disclosures on page S-9 indicate that the Genius Group pro forma information is comprised of eight entities including FatBrain and
    excludes the spin-off of ERL. Pro forma financial information must separately address each transaction for which pro forma
    effect is being given along with the transaction accounting adjustments and a detailed explanation of such adjustments for each transaction.
    Please revise. Refer to Rule 11-02 of Regulation S-X.

Response:
We have updated the section “summary combined unaudited pro forma financial data and audited consolidated financial data”
to show –

1)
Updated narrative to explain what the pro forma is presenting

2)
Adopted tabular format for the pro forma financial tables to show the individual transactions –

a.
Removal of ERL (Spin off)

b.
Acquisition of FatBrain AI

3)
Additionally, included incremental footnotes to provide increased transparency of results.

    5.
    Please
    revise to include a discussion of your change in certifying accountants that fully complies with each of the requirements
    in Item 4.d of Form F-1.

Response:
We have updated the disclosure to comply with the Item 4.d of Form F-1 by including the disclosure required and filed exhibit 99.4
containing response from Marcum LLP confirming the disclosure we have made on the form F-1.

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

United States securities and exchange commission logo
June 17, 2024
Roger James Hamilton
Chief Executive Officer
Genius Group Limited
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Limited
Registration Statement on Form F-1
Filed May 29, 2024
File No. 333-279795
Dear Roger James Hamilton:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Selling Stockholders, page 93
1.We note your statement on page 93 that the "offering is expected to close on or about May
22, 2024, subject to satisfaction of customary closing conditions" and that you filed a
Form 6-K on May 22, 2024 disclosing that the offering closed. Please clarify that
the offering was completed and the securities were issued and outstanding prior to filing
this registration statement on Form F-1.
Plan of Distribution, page 94
2.Please refer to the second paragraph. We note your disclosure that the "selling
stockholders may sell all or a portion of the shares of common stock held by them and
offered hereby from time to time directly or through one or more underwriters, broker-
dealers or agents.” Please revise to state that you will file a post-effective amendment to
include any material information with respect to the plan of distribution not previously

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Limited
 June 17, 2024 Page 2
 FirstName LastName
Roger James Hamilton
Genius Group Limited
June 17, 2024
Page 2
disclosed in the registration statement. Refer to Item 512(a)(1)(iii) of Regulation S-K and
the associated undertaking you have provided on page II-4.
General
3.Please revise to include the audited financial statements of FatBrain for each of the last
two fiscal years as well as a consent from their independent auditors. In this regard, the
unaudited financial statements included in Exhibit 21.2B of your Form 20-F and the “pro
forma” information provided on page S-9 of this registration statement do not satisfy the
requirements of Rule 3-05 of Regulation S-X. Refer also to Item 4.b and Item 4A.b.1.i of
Form F-1 and Rule 3-05(b)(2)(iii) of Regulation S-X.
4.Please revise to include pro forma financial statements that comply with the guidance in
Article 11 of Regulation S-X. In this regard, your disclosures on page S-9 indicate that the
Genius Group pro forma information is comprised of eight entities including FatBrain and
excludes the spin-off of ERL. Pro forma financial information must separately address
each transaction for which pro forma effect is being given along with the transaction
accounting adjustments and a detailed explanation of such adjustments for each
transaction. Please revise. Refer to Rule 11-02 of Regulation S-X.
5.Please revise to include a discussion of your change in certifying accountants that fully
complies with each of the requirements in Item 4.d of Form F-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jolie Kahn

CORRESP
1
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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

United States securities and exchange commission logo
January 25, 2024
Roger Hamilton
Chief Executive Officer
Genius Group Limited
8 Amoy Street, #01-01
Singapore 049950
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 Roger Hamilton:
            We have reviewed your post-effective amendment and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Limited
 January 25, 2024 Page 2
 FirstName LastName
Roger Hamilton
Genius Group Limited
January 25, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 16, 2024
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Form 6-K
Response dated November 7, 2023
File No. 001-41353
Dear Roger James Hamilton:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jolie Kahn

CORRESP
1
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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

CORRESP
1
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GENIUS
GROUP LIMITED

8
Amoy Street, #01-01

Singapore
049950

January
9, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Genius
Group Limited

    Registration
    Statement on Form F-1

    File
    No. 333-273841

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
Genius Group Limited (the “Registrant”) hereby respectfully requests acceleration of the effective date of its Registration
Statement on Form F-1 (File No. 333-273841), as amended (the “Registration Statement”), so that it may become effective at
5:00 p.m. Eastern Time on Thursday, January 11, 2024, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    GENIUS
    GROUP LIMITED

    /s/
    Roger Hamilton

    Roger
    Hamilton

    Chief
    Executive Officer

CORRESP
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filename1.htm

December
12, 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 December 12, 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

Amendment
No. 2 to Registration Statement on Form F-1 General 1. We note your response to prior comment 2, as well as your previous related responses.
While we do not have any further comments at this time regarding your responses, please confirm your understanding that our decision
not to issue additional comments should not be interpreted to mean that we either agree or disagree with your responses, including any
conclusions you have made, positions you have taken, and practices you have engaged in or may engage in with respect to this matter.

We
confirm our understanding that your decision not to issue additional comments should not be interpreted to mean that you either agree
or disagree with our responses, including any conclusions we have made, positions we have taken, and practices we have engaged in or
may engage in with respect to this matter.

Thank
you for your comments and please contact us should you have more questions.

    Sincerely,

    /s/
    Roger Hamilton

    Roger
    Hamilton

    CEO

    cc:
    Jolie
    Kahn

United States securities and exchange commission logo
December 12, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Response dated November 29, 2023
File No. 333-273841
Dear Roger James Hamilton:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 22, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1
General
1.We note your response to prior comment 2, as well as your previous related
responses. While we do not have any further comments at this time regarding your
responses, please confirm your understanding that our decision not to issue additional
comments should not be interpreted to mean that we either agree or disagree with your
responses, including any conclusions you have made, positions you have taken, and
practices you have engaged in or may engage in with respect to this matter.

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 December 12, 2023 Page 2
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
December 12, 2023
Page 2
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jolie Kahn

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

United States securities and exchange commission logo
November 22, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed November 7, 2023
File No. 333-273841
Dear Roger James Hamilton:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 4, 2023 letter.
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

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 November 22, 2023 Page 2
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
November 22, 2023
Page 2
exchange and that you are not in the process of working towards a U.S. exchange 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.
•Please advise us as to whether the information referenced in your response was
delivered to U.S. shareholders in an information statement.

            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

United States securities and exchange commission logo
October 4, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 25, 2023
File No. 333-273841
Dear Roger James Hamilton:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 11, 2023 letter.
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.

•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

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 October 4, 2023 Page 2
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
October 4, 2023
Page 2
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.

•Please tell us whether you anticipate Entrepreneur Resorts Ltd needing to register any
class of its securities under the Securities Exchange Act of 1934, as amended, and
explain to us the basis for your view.
2.We note your response dated September 25, 2023, in which you represented that you
expect to have completed the process to delist your securities from the Upstream platform
"on or about September 30, 2023." As of the date hereof, the Upstream platform continues
to disclose that it lists your common equity. Further, we do not see any current reports on
Form 6-K, company press releases or other public announcements confirming the
aforementioned delisting. As such, it appears your common equity is still listed on the
Upstream platform. Please tell us the status of your plans to delist from the Upstream
platform and update your disclosure accordingly. If your plans to delist have changed,
please note that the concerns articulated in our comment letter dated September 11, 2023,
would remain outstanding and, in such case, we would expect you to address such
concerns by responding to the comment letter.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

September
25, 2023

Kate
Beukenkamp and Dietrich King

Division
of Corporation Finance

Office
of Trade & Services

United
States Securities and Exchange Commission

Washington,
DC 20549

    Re:
    Registration
    Statement on Form F-1

    Filed
    August 9, 2023

    File
    No. 333-273841

Gentlepersons:

We
have received your letter dated September 11, 2023 We have added our answers to each one of your questions in bold letters below each
question for ease of reference.

Registration
Statement on Form F-1 filed August 9, 2023

Risk
Factors

U.S.
investors are currently permitted to trade (buy, sell or deposit) Upstream listed securities only via intermediate US brokers, page
S-42

1.
Please disclose clearly and prominently, including in the heading to this risk factor, that the default status for the ability of investors
located in the U.S. to trade (i.e., buy, sell and deposit) securities on the Upstream market is that trading by such U.S-based investors
is prohibited. In this regard, we note your statements, including your disclosure on page S-46, suggesting that your introducing broker
agreement with Boustead Securities, a U.S.-licensed broker-dealer, could enable U.S. citizens or permanent residents to trade on Upstream
by having Boustead Securities, as your agent, introduce such investors to MERJ prior to their trading.

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable. Please note that the Company
has amended the F-1 accordingly to disclose this fact and remove all references to Upstream which refer to this comment and subsequent
comments 2-9.

We
are dual listed on NYSE American and Upstream and there may sometimes be share price differences between the two exchanges, page
S-42

2.
Please expand your discussion of the risks resulting from price discrepancies between the trading prices of common shares on the
NYSE American and the tokenized shares on Upstream, whether resulting from different liquidity in the markets or otherwise, and
disclose the risks this presents to investors. In addition, please eliminate redundancy in your risk factors section and group
together similar types of risks in appropriately captioned sub-sections. For example, we note your risk factor here, as well as a
risk factor titled “There are risks inherent to being on multiple exchanges” on page S-46, plus a third risk factor with
the same title as the risk factor here (i.e., “We are dual listed on NYSE American and Upstream and there may sometimes be
share price differences between the two exchanges”) on page S-49. Refer to Item 105 of Regulation S-K.

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

Traders
on Upstream can face low liquidity of common stock and price volatility that may impact their trading economics, page
S-47

3.
Please revise your risk factor here to provide narrative disclosure discussing the specific risk identified in the risk factor title.
Refer to Item 105 of Regulation S-K.

Upstream’s
KYC policies and procedures may fail to reject securities buy orders for direct U.S. person., page S-48

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

4.
Please disclose in greater detail the KYC policies and procedures of Upstream. Please disclose and clarify the extent to which such
KYC policies and procedures involve self certification or IP address monitoring. Please provide risk factor disclosure discussing
the risks to the company should the Upstream KYC review personnel misidentify a U.S. person as a non-U.S. person and permit them to
trade in the company’s securities. Specifically, we note the trading restrictions placed on persons domiciled in the U.S. or a
U.S. person living overseas.

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

General

5.
Based on the information you have provided, it appears that Upstream and its affiliated entities, including MERJ Exchange Ltd. and MERJ
Depository (collectively, the “Upstream Entities”), are providing access to the Upstream platform directly to U.S. persons
for the purposes of trading and custodying securities. By engaging in this activity, we believe that one or more of the Upstream Entities
may be required to register with the Commission as a broker-dealer, national securities exchange, and/or clearing agency. On page S-46,
you note that “[b]eginning in June 2023, MERJ entered into an introducing broker agreement with Boustead Securities whereby Boustead
Securities acts as an agent to introduce their customers to MERJ in compliance with the exempt [sic] from registration under 15Aa-6 [sic].”
Rule 15a-6 under the Exchange Act provides certain exemptions from broker-dealer registration for foreign broker-dealers, subject to
various conditions. However, based on the information you have provided, we do not believe that any of the exemptions in this rule would
be available to the Upstream Entities. In addition, we note that Rule 15a-6 does not provide any exemptions from registration as a national
securities exchange or clearing agency. As a result, please revise your disclosures to state that, because Upstream Entities are not
registered with the Commission, they may not currently be permitted to provide access to the Upstream platform directly to U.S. investors
for the purposes of trading or custodying securities, notwithstanding Upstream’s assertions to the contrary. In addition, please
add a risk factor related to events that may occur if any Upstream Entity is required to register as a broker-dealer, clearing agency
or exchange, including, possible risks of rescission. Please also disclose that an investor purchasing or custodying securities through
Upstream may not receive the same investor protections that would apply to securities purchased or custodied through an SEC-registered
broker-dealer, clearing agency or exchange, including, in the event of the insolvency of Upstream or one of its affiliated entities.

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

6.
Please disclose throughout the prospectus how the tokenized securities will be held on the books and records of the transfer agent (i.e.,
in the name of MERJ Depository or in the name of the individual shareholders). Please also clarify whether and, if so, how, subsequent
resales of the tokenized securities on the Upstream platform will be reflected on the books and records of the transfer agent or if all
such transfers will be records solely on the books and records of MERJ Depository. Finally, with regard to the deposit and withdrawal
process, we note that these processes can be initiated via the Upstream app. Please disclose how this process can also be facilitated
by contacting the company or its transfer agent if, for example, the Upstream app in unavailable, or an investor no longer has access
to its smartphone. If this process is similar to a “lost certificate,” please clarify how this “lost certificate”
process will work in the context of the tokenized securities, in particular if the tokenized securities will be held in the name of the
MERJ Depository on the books and records of the transfer agent.

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

7.
Please disclose the terms and conditions of the tokenized shares and the process by which shareholders exchange their common shares for
the tokenized shares, including the entire lifecycle from the initial exchange of common shares for tokenized shares through the exchange
back into common shares. In addition, please disclose:

●
your analysis as to whether the tokenized equity is the same class of securities as the common shares, a different class of common stock,
or a security-based swap;

●
your analysis as to how tokenized shares are the same as the issued and outstanding shares of common stock already registered, as well
as how such shares compare in regard to transferability and the role of the transfer agent, whether on Upstream or otherwise; and •
your analysis of the role of MERJ Depository and Registry Limited and how it interacts with the company’s U.S. transfer agent,
as well as how any “tokenized equity” is held on Upstream through MERJ Depository and Registry Limited (e.g., whether through
a shareholder’s wallet or an omnibus wallet).

Finally,
if shareholders may elect to hold their shares in depositories, including book entry with TA, CEDE & Co. or MERJ Dep. Please clarify
how these securities would be held if not deposited with one of the depositories (e.g., would the company continue to use paper certificated
shares?).

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

8.
Please disclose what information is publicly available about the trading activity that occurs on Upstream and, in particular, what information
holders of common shares would have about the trading on Upstream before making a decision to exchange their common shares for tokenized
shares.

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

9.
Please disclose whether you are planning to offer any digital dividends. Please disclose the process for distribution of any such
digital dividends, including whether the digital dividends will be limited to those who hold the tokenized shares. Please disclose
how you will communicate with shareholders about any digital dividends relating to the tokenized shares (e.g., press release, Form
6-K and, if required, after effectiveness of any registration statement). Please disclose whether U.S. investors can access Upstream
to buy, sell or otherwise receive NFTs. Please disclose whether holders of the tokenized shares will receive dividend, voting and
other rights associated with ownership of the company’s common stock and, if so, please explain how they are entitled to these
rights, whether by contract and/or applicable law. Please disclose whether such holders have the right to receive confirmations and
other documents required by law to be provided to the holders of the company’s common stock. Finally, please disclose whether
there are any rights or preferences to which holders of tokenized shares are not entitled.

On
September 19, 2023, Genius Group. Ltd. publicly announced that it has commenced the process to delist its securities from Upstream, which
process it expects to be complete on or about September 30, 2023. Thus, this comment is no longer applicable.

Thank
you for your comments and please contact us should you have more questions.

    Sincerely,

    /s/ Erez Simha

    Erez
    Simha

    CFO

    cc:
    Jolie
    Kahn

United States securities and exchange commission logo
September 11, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Registration Statement on Form F-1
Filed August 9, 2023
File No. 333-273841
Dear Roger James Hamilton:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed August 9, 2023
Risk Factors
U.S. investors are currently permitted to trade (buy, sell or deposit) Upstream listed securities
only via intermediate US brokers, page S-42
1.Please disclose clearly and prominently, including in the heading to this risk factor, that
the default status for the ability of investors located in the U.S. to trade (i.e., buy, sell and
deposit) securities on the Upstream market is that trading by such U.S-based investors is
prohibited.  In this regard, we note your statements, including your disclosure on page S-
46, suggesting that your introducing broker agreement with Boustead Securities, a U.S.-
licensed broker-dealer, could enable U.S. citizens or permanent residents to trade on
Upstream by having Boustead Securities, as your agent, introduce such investors to MERJ
prior to their trading.

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 September 11, 2023 Page 2
 FirstName LastNameRoger James Hamilton
Genius Group Ltd
September 11, 2023
Page 2
We are dual listed on NYSE American and Upstream and there may sometimes be share price
differences between the two exchanges, page S-42
2.Please expand your discussion of the risks resulting from price discrepancies between the
trading prices of common shares on the NYSE American and the tokenized shares on
Upstream, whether resulting from different liquidity in the markets or otherwise, and
disclose the risks this presents to investors. In addition, please eliminate redundancy in
your risk factors section and group together similar types of risks in appropriately
captioned sub-sections. For example, we note your risk factor here, as well as a risk factor
titled "There are risks inherent to being on multiple exchanges" on page S-46,  plus a third
risk factor with the same title as the risk factor here (i.e., "We are dual listed on NYSE
American and Upstream and there may sometimes be share price differences between the
two exchanges") on page S-49.  Refer to Item 105 of Regulation S-K.
Traders on Upstream can face low liquidity of common stock and price volatility that may
impact their trading economics, page S-47
3.Please revise your risk factor here to provide narrative disclosure discussing the specific
risk identified in the risk factor title.  Refer to Item 105 of Regulation S-K.
Upstream's KYC policies and procedures may fail to reject securities buy orders for direct U.S.
person., page S-48
4.Please disclose in greater detail the KYC policies and procedures of Upstream.  Please
disclose and clarify the extent to which such KYC policies and procedures involve self-
certification or IP address monitoring.  Please provide risk factor disclosure discussing the
risks to the company should the Upstream KYC review personnel misidentify a U.S.
person as a non-U.S. person and permit them to trade in the company's securities.
Specifically, we note the trading restrictions placed on persons domiciled in the U.S. or a
U.S. person living overseas.
General
5.Based on the information you have provided, it appears that Upstream and its affiliated
entities, including MERJ Exchange Ltd. and MERJ Depository (collectively, the
“Upstream Entities”), are providing access to the Upstream platform directly to U.S.
persons for the purposes of trading and custodying securities. By engaging in this activity,
we believe that one or more of the Upstream Entities may be required to register with the
Commission as a broker-dealer, national securities exchange, and/or clearing agency.

On page S-46, you note that “[b]eginning in June 2023, MERJ entered into an introducing
broker agreement with Boustead Securities whereby Boustead Securities acts as an agent
to introduce their customers to MERJ in compliance with the exempt [sic] from
registration under 15Aa-6 [sic].” Rule 15a-6 under the Exchange Act provides certain
exemptions from broker-dealer registration for foreign broker-dealers, subject to various

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 September 11, 2023 Page 3
 FirstName LastNameRoger James Hamilton
Genius Group Ltd
September 11, 2023
Page 3
conditions. However, based on the information you have provided, we do not believe that
any of the exemptions in this rule would be available to the Upstream Entities. In addition,
we note that Rule 15a-6 does not provide any exemptions from registration as a national
securities exchange or clearing agency.

As a result, please revise your disclosures to state that, because Upstream Entities are not
registered with the Commission, they may not currently be permitted to provide access to
the Upstream platform directly to U.S. investors for the purposes of trading or custodying
securities, notwithstanding Upstream’s assertions to the contrary. In addition, please add a
risk factor related to events that may occur if any Upstream Entity is required to register
as a broker-dealer, clearing agency or exchange, including, possible risks of rescission.
Please also disclose that an investor purchasing or custodying securities through Upstream
may not receive the same investor protections that would apply to securities purchased or
custodied through an SEC-registered broker-dealer, clearing agency or exchange,
including, in the event of the insolvency of Upstream or one of its affiliated entities.
6.Please disclose throughout the prospectus how the tokenized securities will be held on the
books and records of the transfer agent (i.e., in the name of MERJ Depository or in the
name of the individual shareholders).  Please also clarify whether and, if so, how,
subsequent resales of the tokenized securities on the Upstream platform will be reflected
on the books and records of the transfer agent or if all such transfers will be records solely
on the books and records of MERJ Depository.  Finally, with regard to the deposit and
withdrawal process, we note that these processes can be initiated via the Upstream app.
Please disclose how this process can also be facilitated by contacting the company or its
transfer agent if, for example, the Upstream app in unavailable, or an investor no longer
has access to its smartphone.  If this process is similar to a "lost certificate," please clarify
how this "lost certificate" process will work in the context of the tokenized securities, in
particular if the tokenized securities will be held in the name of the MERJ Depository on
the books and records of the transfer agent.
7.Please disclose the terms and conditions of the tokenized shares and the process by which
shareholders exchange their common shares for the tokenized shares, including the entire
lifecycle from the initial exchange of common shares for tokenized shares through the
exchange back into common shares.  In addition, please disclose:
•your analysis as to whether the tokenized equity is the same class of securities as the
common shares, a different class of common stock, or a security-based swap;
•your analysis as to how tokenized shares are the same as the issued and outstanding
shares of common stock already registered, as well as how such shares compare in
regard to transferability and the role of the transfer agent, whether on Upstream or
otherwise; and
•your analysis of the role of MERJ Depository and Registry Limited and how it
interacts with the company’s U.S. transfer agent, as well as how any "tokenized
equity" is held on Upstream through MERJ Depository and Registry Limited (e.g.,
whether through a shareholder's wallet or an omnibus wallet).

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 September 11, 2023 Page 4
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
September 11, 2023
Page 4

Finally, if shareholders may elect to hold their shares in depositories, including book entry
with TA, CEDE & Co. or MERJ Dep.  Please clarify how these securities would be held if
not deposited with one of the depositories (e.g., would  the company continue to use paper
certificated shares?).
8.Please disclose what information is publicly available about the trading activity that
occurs on Upstream and, in particular, what information holders of common shares would
have about the trading on Upstream before making a decision to exchange their common
shares for tokenized shares.
9.Please disclose whether you are planning to offer any digital dividends. Please
disclose the process for distribution of any such digital dividends, including whether the
digital dividends will be limited to those who hold the tokenized shares.  Please
disclose how you will communicate with shareholders about any digital dividends relating
to the tokenized shares (e.g., press release, Form 6-K and, if required, after effectiveness
of any registration statement).  Please disclose whether U.S. investors can access
Upstream to buy, sell or otherwise receive NFTs. Please disclose whether holders of the
tokenized shares will receive dividend, voting and other rights associated with ownership
of the company's common stock and, if so, please explain how they are entitled to these
rights, whether by contract and/or applicable law.  Please disclose whether such holders
have the right to receive confirmations and other documents required by law to be
provided to the holders of the company's common stock. Finally, please disclose whether
there are any rights or preferences to which holders of tokenized shares are not entitled.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

August 2, 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 Form 6-K

Response
dated May 12, 2023

File
No. 001-41353

Gentlepersons:

We
have received your letter dated July 19, 2023 We have added our answers to each one of your questions in bold letters below each question
for ease of reference.

General

1. We
                                            note that some of your responses to our comments stated you would include
responsive disclosure in your Annual Report on Form 20-F for the fiscal year ended December 31, 2022, while other responses indicated
more generally that you would provide the requested disclosure in “your next filing.” However, it does not appear that you
have included all of the disclosure we requested in the aforementioned annual report, which appears to have been “your next filing.”
Please amend the annual report to include all of the information you previously committed to provide, as well as the additional information
requested by the comments below.

Response:

The
company will amend its annual report on Form 20-F to include all information previously committed to provide as well as the additional
information requested by comments in this letter. The Company plans to file the amended Form 20-F no later than mid of August, 2023.

2. We
                                            note your response to comment 1 and reissue in part. Please amend your annual report to disclose
                                            the risks and uncertainties with listing on this exchange as related to the rights of shareholders
                                            and any restriction on investors on the Upstream platform. Additionally, please revise your
                                            disclosure to address risks and uncertainties related to the liquidity of your common stock
                                            and price volatility that may arise, for example. Further, please explain to us how the use
                                            of Boustead as an intermediary results in permissible trading on Upstream by U.S. investors.
                                            In this regard, we note U.S. investors can no longer buy or sell securities on Upstream.

Response:

The
company will amend its annual report on Form 20-F (see response to Comment 1 above) to disclose the risks and uncertainties with listing
on Upstream exchange. The proposed disclosure is set forth below.

Investors
are encouraged to take note that as in all dual listed securities that are traded on multiple marketplaces, there can be differences
in pricing as a result of different liquidity, price discovery and otherwise. Trading on foreign exchanges can expose investors to various
risks, including currency fluctuations and differences in trading rules and regulations. In response to your comments, we have added
the following Risk Factors to our annual report:

Market
Risk: Foreign markets may be subject to different economic, political, or social conditions than US markets, which can affect the performance
of securities traded on those markets. Investors who trade on foreign exchanges may be exposed to higher levels of volatility and uncertainty
than they would be if they traded solely on US exchanges.

Liquidity
Risk: Securities traded on foreign exchanges may have lower liquidity than comparable securities traded on US exchanges, which can make
it more difficult for investors to buy or sell those securities at the desired price.

Operational
Risk: Trading on foreign exchanges may also expose investors to operational risks, such as difficulties in accessing trading platforms.

Beginning
in June 2023, MERJ entered into an introducing broker agreement with Boustead Securities whereby Boustead Securities acts as an agent
to introduce their customers to MERJ incompliance with the exempt from registration under 15Aa-6. See response 10 for further information.

3. We
                                            note your responses to comments 2, 3, 5, 6, 7, 8 and 9. Please include the substance of your
                                            responses in your amended annual report on Form 20-F.

Response:

The
company will amend its annual report on Form 20-F to include the substance of responses to comments 2,3,5,6,7,8

4. We
                                            note your response to comment 6. In your amended annual report on Form 20-F, please provide
                                            a risk factor discussing the risks to the company should the Upstream KYC review personnel
                                            misidentify a U.S. person as a non-U.S. person and permit them to trade in the company’s
                                            securities. Specifically, we note the trading restrictions placed on persons domiciled in
                                            the U.S. or a U.S. person living overseas.

Response:

The
Company will disclose in our next filing the Upstream KYC policies and procedures. Upstream KYC does not rely on self-certification,
all KYC certifications are verified by the Upstream KYC review personnel.

Upstream
KYC does not rely on IP address monitoring or IP address analysis to identify a US person or a US-originating transaction, as this is
too easily spoofed using VPN technologies.

All
Upstream users (US and overseas) are required to have passed a KYC review by Upstream personnel. Upstream determines whether a person
is US domiciled or is a US person living overseas and restricts the app’s functionalities accordingly.

There
are no defaults pending-KYC-review, only after a full KYC review by Upstream personnel are any securities transactions permitted.

Upstream
requires the following KYC information to be supplied by users: name, date of birth, citizenship, cell phone, email address, postal address,
bank account (no 3rd party transfers), EIN or SS#, selfie, photo ID, liveness detection in-app interview, GPS location or
utility bill, and to verify an SMS code sent to the cell phone. Post KYC due diligence, the users’ details are also subjected to
enhanced due diligence for AML, and these details are checked against international AML lists (ref: https://amlcop.com/). Users
flagged as an AML risk are not permitted to trade on Upstream.

If
the Upstream KYC were to fail and a U.S. person flagged as a non-U.S. person, the Company’s shareholders would have rights of recission
and would be required to transfer such shares back to the issue’rs transfer agent. The transfer of shares may take up to 48
hours and during such time, investors will be unable to trade their shares and may experience potential economic loss.

5. We
                                            note your response to comment 7 and reissue in part. In your amended annual report on Form
                                            20-F, please explain whether you are planning to offer any digital dividends and disclose
                                            the process for distribution of digital dividends, including whether the digital dividends
                                            will be limited to those who hold the tokenized shares. Also explain how you will inform
                                            and communicate to shareholders in regard to any digital dividends with respect to the tokenized
                                            shares (e.g., press release, Form 6-K and, if required, after effectiveness of any registration
                                            statement). Further, please amend your annual report on Form 20-F to clarify whether your
                                            U.S. investors can access Upstream to buy, sell or otherwise receive NFTs with an eye to
                                            making clear what activities U.S. investors can and cannot engage in on Upstream.

Response:

The
Company shall make the digital coupon/reward disclosures in its next filing of any future plans to distribute coupons to our shareholders
and how we intend to notice our shareholders. As noted, we previously disclosed the process to claim and redeem our coupons via a Form
6-K and press release.

In
addition, we will amend our annual report to clarify that NFTs traded on Upstream have no royalties, equity ownership, or dividends.
NFTs are for utility, collection, redemption, or display purposes only. Anyone may buy and sell NFTs on Upstream, however U.S. or Canadian-based
citizens or permanent residents may only deposit, buy, or sell securities on Upstream after being introduced by a licensed broker-dealer.
Note that U.S. or Canadian-based investors include those U.S. or Canadian citizens who may be domiciled overseas. All orders for sale
are non-solicited by Upstream and a user’s decision to trade securities must be based on their own investment judgement. Anyone
may buy and sell NFTs on Upstream

6. We
                                            note your response to comment 10. In your amended annual report on Form 20-F, please provide
                                            disclosure clearly stating the status of U.S.-based investors ability to trade (i.e., buy,
                                            sell and deposit) securities on the Upstream market. In this regard, we note that recent
                                            developments, as reflected in your response here, prohibit U.S.-based investors from buying
                                            or selling securities on Upstream.

Response:

We
have been notified by Upstream that MERJ has entered into an introducing broker agreement with Boustead Securities whereby Boustead Securities
acts as an agent to introduce their customers to MERJ. U.S. citizens or permanent residents may only deposit, buy, or sell securities
on Upstream after being introduced by a licensed broker-dealer.

7. We
                                            note your response to comment 11, including proposed risk factor disclosure addressing the
                                            risks to shareholders in the event that MERJ Depository or MERJ Exchange are determined to
                                            be entities that are not properly registered with the Commission as a broker or dealer, national
                                            securities exchange and/or clearing agency. Please expand your discussion in your amended
                                            annual report on Form 20-F to address the potential loss of value or other adverse impacts
                                            to the holdings of investors that could occur should the MERJ entities be required to transfer
                                            such shares back to the transfer agent.

Response:

The
company will amend its annual report and will add the following risk factor :

MERJ
Exchange and MERJ Dep. are not registered in the U.S. as either a broker dealer or a national securities exchange and/or clearing agency.
If it is determined that MERJ Exchange and MERJ Dep are operating as an unregistered broker dealer or national securities exchange and/or
clearing agency, investors who transact in securities through Upstream may have recission rights and would be required to transfer such
shares back to the issuers transfer agent. The transfer of shares may take up to 48 hours and during such time, investors will be unable
to trade their shares and may experience potential economic loss.

8. We
                                            note your response to comment 12 regarding the risks related to a potential violation of
                                            Section 5 of the Securities Act. Please revise your risk factor and other disclosure, as
                                            appropriate, in your amended annual report on Form 20-F to reflect your response provided
                                            here.

Response:

The
company will amend its annual report on form 20-F to reflect comment 12 regarding the risks related to potential violation of Section
5 of the Securities Act.

9. We
                                            note that Upstream prohibits U.S. investors from depositing, buying, or selling securities
                                            on Upstream unless they are introduced by a licensed broker-dealer. We also note that Upstream
                                            identifies Boustead Securities as an introducing broker. Please clarify the relationship
                                            between the introducing broker and Upstream and the functions expected to be performed by
                                            the introducing broker when it “introduces” U.S. investors to Upstream. For example,
                                            will the introducing broker transmit orders to Upstream on behalf of U.S. investors or will
                                            U.S. investors access Upstream directly after being referred to Upstream by the introducing
                                            broker? Further, will Upstream (or MERJ Depository or MERJ Exchange) carry customer accounts
                                            on behalf of the introducing broker?

Response:

Upstream/MERJ
Exchange Ltd. does not solicit US customers and does not allow US customers to open securities trading accounts without being introduced
by a licensed US broker dealer that has an introducing agreement with MERJ Exchange Ltd. Boustead Securities, LLC has an introducing
agreement with MERJ Exchange Limited whereby customers of Boustead Securities are directly introduced to MERJ and acts as an agent for
the customers. Customers that have been onboarded by Boustead Securities, passed KYC, AML and CIP policies of Boustead, and have been
approved to be introduced to MERJ, are granted access to open and activate the trading account on Upstream directly from Boustead Securities.
Boustead customers may transact directly on Upstream, however all activities including but not limited to deposits and withdrawals of
cash and securities, orders entered, executed and not filled will be reviewed and monitored by Boustead. Common Stock deposited with
Upstream (i.e. via MERJ Depository) are reflected as MERJ Depository Interests pursuant to the MERJ Depository Securities Facility Rules
Directive on Depository Interests. All Share Tokens held by each shareholder will be held in a segregated account of the shareholder
which is linked to and administered through the Upstream app.

10. Please
                                            explain why you believe MERJ Depository and MERJ Exchange are not required to register with
                                            the Commission as a broker or dealer, national securities exchange and/or clearing agency.

Response:

MERJ
Exchange Ltd is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK as a ‘Recognised
Stock Exchange’, a full member of the Association of National Numbering Agencies (ANNA) where MERJ is responsible for assigning
and registering ISIN and CFI identifiers to users, a Qualifying Foreign Exchange for OTC Markets in the US, and a member of the Sustainable
Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/,
an associate member of the International Association of Securities Commissions (IOSCO). In addition, the Seychelles is a full member
of the Eastern and Southern African Anti-Money Laundering Group (ESAAMLG) and is in good standing with same and is a participating jurisdiction
recognized by the US Treasury under FATCA

United States securities and exchange commission logo
July 19, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Form 6-K
Response dated May 12, 2023
File No. 001-41353
Dear Roger James Hamilton:
            We have reviewed your May 12, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 2, 2023 letter.
Response dated May 12, 2023
General
1.We note that some of your responses to our comments stated you would
include responsive disclosure in your Annual Report on Form 20-F for the fiscal year
ended December 31, 2022, while other responses indicated more generally that you
would provide the requested disclosure in "your next filing."  However, it does not appear
that you have included all of the disclosure we requested in the aforementioned annual
report, which appears to have been "your next filing."  Please amend the annual report to
include all of the information you previously committed to provide, as well as the
additional information requested by the comments below.
2.We note your response to comment 1 and reissue in part.  Please amend your annual
report to disclose the risks and uncertainties with listing on this exchange as related to the

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 July 19, 2023 Page 2
 FirstName LastNameRoger James Hamilton
Genius Group Ltd
July 19, 2023
Page 2
rights of shareholders and any restriction on investors on the Upstream platform.
Additionally, please revise your disclosure to address risks and uncertainties related to the
liquidity of your common stock and price volatility that may arise, for example.  Further,
please explain to us how the use of Boustead as an intermediary results in permissible
trading on Upstream by U.S. investors.  In this regard, we note U.S. investors can no
longer buy or sell securities on Upstream.
3.We note your responses to comments 2, 3, 5, 6, 7, 8 and 9. Please include the substance of
your responses in your amended annual report on Form 20-F.
4.We note your response to comment 6.  In your amended annual report on Form 20-F,
please provide a risk factor discussing the risks to the company should the Upstream KYC
review personnel misidentify a U.S. person as a non-U.S. person and permit them to trade
in the company's securities.  Specifically, we note the trading restrictions placed on
persons domiciled in the U.S. or a U.S. person living overseas.
5.We note your response to comment 7 and reissue in part.  In your amended annual report
on Form 20-F, please explain whether you are planning to offer any digital dividends and
disclose the process for distribution of digital dividends, including whether the digital
dividends will be limited to those who hold the tokenized shares.  Also explain how you
will inform and communicate to shareholders in regard to any digital dividends with
respect to the tokenized shares (e.g., press release, Form 6-K and, if required, after
effectiveness of any registration statement).  Further, please amend your annual report on
Form 20-F to clarify whether your U.S. investors can access Upstream to buy, sell or
otherwise receive NFTs with an eye to making clear what activities U.S. investors can and
cannot engage in on Upstream.
6.We note your response to comment 10.  In your amended annual report on Form 20-F,
please provide disclosure clearly stating the status of U.S.-based investors ability to trade
(i.e., buy, sell and deposit) securities on the Upstream market.  In this regard, we note that
recent developments, as reflected in your response here, prohibit U.S.-based investors
from buying or selling securities on Upstream.
7.We note your response to comment 11, including proposed risk factor disclosure
addressing the risks to shareholders in the event that MERJ Depository or MERJ
Exchange are determined to be entities that are not properly registered with the
Commission as a broker or dealer, national securities exchange and/or clearing agency.
Please expand your discussion in your amended annual report on Form 20-F to address the
potential loss of value or other adverse impacts to the holdings of investors that could
occur should the MERJ entities be required to transfer such shares back to the transfer
agent.
8.We note your response to comment 12 regarding the risks related to a potential violation
of Section 5 of the Securities Act.  Please revise your risk factor and other disclosure, as
appropriate, in your amended annual report on Form 20-F to reflect your response
provided here.

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 July 19, 2023 Page 3
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
July 19, 2023
Page 3
9.We note that Upstream prohibits U.S. investors from depositing, buying, or selling
securities on Upstream unless they are introduced by a licensed broker-dealer.  We also
note that Upstream identifies Boustead Securities as an introducing broker.  Please clarify
the relationship between the introducing broker and Upstream and the functions expected
to be performed by the introducing broker when it “introduces” U.S. investors to
Upstream.  For example, will the introducing broker transmit orders to Upstream on
behalf of U.S. investors or will U.S. investors access Upstream directly after being
referred to Upstream by the introducing broker?  Further, will Upstream (or MERJ
Depository or MERJ Exchange) carry customer accounts on behalf of the introducing
broker?
10.Please explain why you believe MERJ Depository and MERJ Exchange are not required
to register with the Commission as a broker or dealer, national securities exchange and/or
clearing agency.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jolie Kahn

CORRESP
1
filename1.htm

May
15, 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 Form
  6-K

  Filed February 2, 2023

  File No. 001-41353

Gentlepersons:

We
have received your letter dated May 2, 2023 We have added our answers to each one of your questions in bold letters below each question
for ease of reference.

General

1. In
                                            your response to comment 1 and reissue in part. Please revise your filing to disclose the
                                            risks and uncertainties with listing on this exchange as related to the rights of shareholders
                                            and any restrictions on investors on the Upstream platform. For example, we note that it
                                            appears that based on recent policy updates at Upstream, U.S.-based investors, will no longer
                                            be able to sell shares in addition to not being able buy shares on the Upstream secondary
                                            market. Additionally, please revise your disclosure to address risks and uncertainties related
                                            to the liquidity of your common stock and price volatility that may arise, for example.

Response:

The
Company will disclose in our next filing the risks and uncertainties with listing on Upstream and disclose the rights of shareholders
and any restrictions on investors on the Upstream platform.

In
response, we will add the below to our Form 20-F with respect to our comment responses as referenced.

The
Upstream policy, terms, and conditions also clearly state that if you are a U.S. or Canadian based investor, either a Canadian citizen,
U.S. citizen or permanent resident, you will not be able to deposit, buy, or sell securities they previously purchased from an issuer,
stockbroker or stock exchange that has subsequently dual-listed on Upstream. Note that U.S. or Canadian-based investors include those
U.S. or Canadian citizens who may be domiciled overseas. All orders for sale are non-solicited by Upstream and users decision to trade
securities must be based on their own investment judgement.

Our
common shares that deposited to Upstream are held by MERJ Dep., which is a licensed Securities Facility, in exchange for the issuance
of the digital securities representing those shares that are tradable on Upstream. The beneficial owners of shares of common stock held
by the Upstream nominee would be entitled to vote their shares held by the nominee at stockholder meetings and to receive notices and
solicitation materials for stockholder meetings, receive the same dividends and all other rights conferred by our Company under state
and federal laws. They are afforded these rights since they have not surrendered or otherwise disposed of their US common stock and the
applicable laws are the same and the shares are the same class of stock, they are just represented digitally on a smartphone app.

In
addition, shareholders on Upstream have the right to receive confirmations, proxy statements and other documents as distributed by the
issuer pursuant to their legal obligations. There are no restrictions, limitations, or other losses of rights when US common stock is
deposited for secondary trading on Upstream.

Investors
are encouraged to take note that as in all dual listed securities that are traded on multiple marketplaces, there can be differences
in pricing as a result of different liquidity, price discovery and otherwise. Trading on foreign exchanges can expose investors to various
risks, including currency fluctuations and differences in trading rules and regulations. Here are some of the most common risks associated
with trading on foreign exchanges like Upstream:

 1. Regulatory
                                            Risk: Different countries have different rules and regulations governing securities trading,
                                            and investors who trade on foreign exchanges may be subject to unfamiliar or complex regulations.
                                            In some cases, foreign regulators may have different reporting requirements or different
                                            standards for disclosure than US regulators, which can make it difficult for investors to
                                            make informed decisions. In addition, these rules and regulations may be imposed on regulated
                                            companies in an unpredictable manner and adversely affect the trading environment on the
                                            particular exchange.

 2. Market
                                            Risk: Non-US markets may be subject to different economic, political, or social conditions
                                            than US markets of which we are not aware, and which could negatively affect the performance
                                            of securities traded in those markets. Investors who trade on non-US exchanges may be exposed
                                            to higher levels of volatility and uncertainty than they would be if they traded solely on
                                            US exchanges.

 3. Liquidity
                                            Risk: Dual listed securities traded on non-US exchanges may have lower liquidity than comparable
                                            securities traded on US exchanges, which can make it more difficult for investors to buy
                                            or sell those securities at the desired price.

 4. Operational
                                            Risk: Trading on overseas exchanges may also expose investors to operational risks, such
                                            as delays or errors in the settlement of trades or difficulties in accessing trading platforms
                                            or loss of securities resulting from a failure of the exchanges operating and securities
                                            transfer operations.

 5. Media
                                            Risk Negative news reported in the media concerning events reported with respect to the market
                                            for our securities on a foreign exchange or international markets generally could hurt the
                                            market for our Company’s stock. To the extent our stockholders that choose to have
                                            their Genius common stock traded in digital token form on Upstream experience trading difficulties,
                                            low trading prices due to foreign market conditions or a loss on their securities due to
                                            market conditions or exchange operational issues, there is the risk that reports in the media
                                            could hurt our stock prices in the Nasdaq Stock Market and our reputation and adversely affect
                                            the prices of our securities in the U.S. markets.

Investors
who are considering trading on foreign exchanges including Upstream should carefully evaluate these and other risks and consult with
financial and legal advisors before making any investment decisions. They should also be aware of any fees, taxes, or other costs associated
with trading on foreign exchanges.

2. We
                                            note your response to comment 2, which we reissue in part. In your next filing, please provide
                                            a materially complete description of the tokenized shares and the process by which shareholders
                                            exchange their common shares for the tokenized shares, including the entire lifecycle from
                                            the initial exchange of common shares for tokenized shares through the exchange back into
                                            common shares. Provide a detailed explanation of how such securities are the same as the
                                            issued and outstanding shares of common stock already registered, as well as how such shares
                                            compare in regards to transferability and the role of the transfer agent, whether on Upstream
                                            or otherwise.

In
your disclosure, please explain the role of MERJ Depository and Registry Limited and how it interacts with the company’s U.S. transfer
agent. Please also explain what you mean by the statements that MERJ Depository will “manage” the tokenized securities as
prescribed in an agreement with the company and pursuant to certain rules. Additionally, explain the legal relationship between MERJ
Depository and shareholders who deposit their shares with MERJ Dep., including the relevant governing law. Please also explain the rights
of such shareholders in the event of a liquidation or dissolution of MERJ Depository. Further, please compare the legal rights of such
shareholders with shareholders who own their shares in either book-entry form or on deposit with a U.S. broker, including the various
protections afforded such shareholders under applicable law. Finally, please add risk factor disclosure addressing the risks to shareholders
arising from any difference in such rights and protections.

RESPONSE:

The
Company will disclose in our next filing a materially complete description of the Share Tokens and the process by which shareholders
exchange their common shares for the Share Tokens, including the entire lifecycle from the initial exchange of common shares for Share
Tokens through the exchange back into common shares. Provide a detailed explanation of how such securities are the same as the issued
and outstanding shares of common stock already registered, as well as how such shares compare in regards to transferability and the role
of the transfer agent, whether on Upstream or otherwise.

There
are no “tokenized shares”. There is one class of Common Stock. Common Stock deposited with Upstream (i.e. via MERJ Depository)
are reflected as MERJ Depository Interests pursuant to the MERJ Depository Securities Facility Rules Directive on Depository Interests,
the Share Tokens. This is functionally similar to book entry representations of Common Stock in DTCC. The Share Tokens are a form of
MERJ Depository Interests.

The
MERJ DEP Securities Facility Rules, Directive on Depository Interests sets out the Rules governing MERJ Depository Interests. Specifically,
Rules 1 to 15 apply.

Common
Stock “deposited” with Upstream is transmuted to MERJ Depository Interests and vice versa for “withdrawals”.
The process of depositing and withdrawing securities involves a “transmutation” process. Common stock deposited with Upstream
results in title to the common stock being vested in the Depository Nominee on the books and records of the transfer agent and a new
holding of MERJ Depository Interests for the shareholder being reflected in the MERJ Subregister. A withdrawal of securities results
in the underlying securities being removed from the MERJ Subregister and included back on the register maintained by the transfer agent.

The
deposit and withdrawal process can be initiated by the shareholder using the provide prompts in the Upstream app. This process can also
be facilitated by contacting the company or its transfer agent in instances where access to Upstream app, a lost/stolen smartphone or
similar occurs (i.e. similar to a “lost certificate” or a MERJ Depository bankruptcy scenario).

MERJ
Depository Interests are simply beneficial interests in the same class of Common Stock. This is functionally similar to holders of shares
of US listed companies on any national securities exchange hold indirect interests in shares registered in the name of Cede & Co.
The MDIs are tradable on MERJ. MERJ Depository is appointed to maintains the MERJ Subregister of said securities. The transfer agent
may request a copy of the MERJ Subregister at any time but is not involved in the process of reflecting changes in the MERJ Subregister
resulting from trades happening on Upstream.

MERJ
Depository is appointed to maintain the MERJ Subregister of the Share Tokens pursuant to the MERJ Depository Securities Facility Rules
and Directive on Depository Interests.

MERJ
Depository maintains the MERJ Subregister pursuant to the MERJ Depository Securities Facility Rules and Directive on Depository Interests.
Participants of Upstream are able to use the facilities provided by MERJ Depository pursuant to the terms of the agreement entered into
between each participant and Upstream. Applicable law and the governing jurisdiction of all agreements, rules and activities relating
to Upstream is the laws of Seychelles.

MERJ
Nominees Ltd. is a special purpose company with objects that limit its activities to holding securities of companies listed on MERJ Exchange.
It is prohibited from having any other assets or liabilities or engaging in any other activity other than holding securities of companies
listed on a MERJ market on trust pursuant to its constitutional objects. MERJ Depository is also obligated by agreement between the two
parties to cover all financial obligations and human resources requirements of MERJ Nominees Ltd.

Underlying
securities (e.g. Common Stock) held by MERJ Nominees Ltd. is held on trust pursuant to Rule 4.1 of the MERJ Securities Facility Rules
Directive on Depository Interests) for the holders of Share Tokens. Section 28(2)(c) of the Seychelles Insolvency Act, 2013 states that
“property held by the bankrupt on trust for any other person” shall not be included in the estate of the bankrupt party.

Holders
of Share Tokens are entitled to all direct economic benefits and any other entitlements in relation to securities vested in the Depository
Nominee.

Voting
related matters are covered in detail in Rule 10 of the MERJ Securities Facility Rules Directive on Depository Interests. Pursuant to
Rule 10.2 the issuer is obligated to send a Notice of any meetings to be convened to each Holder of MDIs at the same time as all other
Holders of the same class of securities (e.g. the Common Stock). This is performed electronically by email and through the Upstream app.
MDI holders have the option to appoint the Depository Nominee or another person as their proxy or to attend the meeting and vote directly.

3. After
                                            reviewing your response to comment 2, it is unclear how ownership of tokenized securities,
                                            initially and in connection with resales, will be recorded. Please clarify how the tokenized
                                            securities will be held on the books and records of the transfer agent (i.e., in the name
                                            of MERJ Depository or in the name of the individual shareholders). Please also clarify whether
                                            and, if so, how subsequent resales of the tokenized securities on the Upstream platform will
                                            be reflected on the books and records of the transfer agent or if all such transfers will
                                            be records solely on the books and records of MERJ Depository. Finally, with regard to the
                                            deposit and withdrawal process, we note that these processes can be initiated via the Upstream
                                            app. Please expand your disclosure to d

United States securities and exchange commission logo
May 2, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Form 6-K
Response dated March 15, 2023
File No. 001-41353
Dear Roger James Hamilton:
            We have reviewed your March 15, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 7, 2023 letter.
Correspondence filed March 15, 2023
General
1.In your response to comment 1 and reissue in part. Please revise your filing to disclose the
risks and uncertainties with listing on this exchange as related to the rights of shareholders
and any restrictions on investors on the Upstream platform. For example, we note that it
appears that based on recent policy updates at Upstream, U.S.-based investors, will no
longer be able to sell shares in addition to not being able buy shares on the Upstream
secondary market. Additionally, please revise your disclosure to address risks and
uncertainties related to the liquidity of your common stock and price volatility that may
arise, for example.

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 May 2, 2023 Page 2
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
May 2, 2023
Page 2
2.We note your response to comment 2, which we reissue in part. In your next filing, please
provide a materially complete description of the tokenized shares and the process by
which shareholders exchange their common shares for the tokenized shares, including the
entire lifecycle from the initial exchange of common shares for tokenized shares through
the exchange back into common shares. Provide a detailed explanation of how such
securities are the same as the issued and outstanding shares of common stock already
registered, as well as how such shares compare in regards to transferability and the role of
the transfer agent, whether on Upstream or otherwise.

In your disclosure, please explain the role of MERJ Depository and Registry Limited and
how it interacts with the company’s U.S. transfer agent. Please also explain what you
mean by the statements that MERJ Depository will “manage” the tokenized securities as
prescribed in an agreement with the company and pursuant to certain rules. Additionally,
explain the legal relationship between MERJ Depository and shareholders who deposit
their shares with MERJ Dep., including the relevant governing law. Please also explain
the rights of such shareholders in the event of a liquidation or dissolution of MERJ
Depository. Further, please compare the legal rights of such shareholders with
shareholders who own their shares in either book-entry form or on deposit with a U.S.
broker, including the various protections afforded such shareholders under applicable law.
Finally, please add risk factor disclosure addressing the risks to shareholders arising from
any difference in such rights and protections.
3.After reviewing your response to comment 2, it is unclear how ownership of tokenized
securities, initially and in connection with resales, will be recorded. Please clarify how the
tokenized securities will be held on the books and records of the transfer agent (i.e., in the
name of MERJ Depository or in the name of the individual shareholders). Please also
clarify whether and, if so, how subsequent resales of the tokenized securities on the
Upstream platform will be reflected on the books and records of the transfer agent or if all
such transfers will be records solely on the books and records of MERJ Depository.
Finally, with regard to the deposit and withdrawal process, we note that these processes
can be initiated via the Upstream app. Please expand your disclosure to discuss how this
process can also be facilitated by contacting the company or its transfer agent in instances
where access to the Upstream app, a lost/stolen smartphone or similar occurs. If this
process is similar to a "lost certificate," please clarify how this "lost certificate" process
will work in the context of the tokenized securities, in particular if the tokenized securities
will be held in the name of the MERJ Depository on the books and records of the transfer
agent.
4.We reissue comment 2 in part. With regard to how "tokenized equity" is held on
Upstream, please clarify whether the tokenized securities will be held through a
shareholder's wallet or in an omnibus wallet.

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 May 2, 2023 Page 3
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
May 2, 2023
Page 3
5.We also note the statement in your response to comment 2 that shareholders "may elect to
hold their shares in depositories: Book Entry with TA, CEDE & Co. or MERJ Dep.”
Please clarify how these securities would be held if not deposited with one of the
depositories. For example, does the company continue to use paper certificated shares?
6.Further in response to comment 2, you state that the Upstream technology will reject
securities buy orders from cryptographic keypairs that, pursuant to their KYC review,
come from U.S. persons. You further state that no securities buy orders are accepted
without a user having successfully undergone the Upstream KYC review process. In your
next filing, please describe in greater detail the KYC policies and procedures of Upstream.
In responding to this comment, please disclose and clarify the extent to which such KYC
policies and procedures involve self-certification or IP address monitoring.
7.We note your response to comment 3 and reissue in part. Please explain whether you are
planning to offer any digital dividends and disclosure the process for distribution of digital
dividends, including whether the digital dividends will be limited to those who hold the
tokenized shares. Also explain how you will inform and communicate to shareholders in
regard to any digital dividends with respect to the tokenized shares (e.g., press releases,
Form 6-K and, if required, after effectiveness of any registration statement). We note your
disclosure regarding your current offering of the digital NFT coupon to shareholders.

Additionally, with a view toward disclosure, please clarify whether holders of the
tokenized shares will receive dividend, voting and other rights associated with ownership
of the company's common stock and, if so, explain how they are entitled to these rights,
whether by contract and/or applicable law. Please also clarify whether such holders have
the right to receive confirmations and other documents required by law to be provided to
the holders of the company's common stock. Finally, please clarify whether there are any
rights or preferences to which holders of tokenized shares are not entitled. Please include
this disclosure in your next filing.
8.We note your response to comment 4. In your next filing, please include risk factor
disclosure addressing the discrepancies that could result between the trading prices of
common shares on the NYSE American and the tokenized shares on Upstream, whether
resulting from different liquidity in the markets or otherwise.
9.We note your response to comment 5. In your next filing, please disclose what
information is publicly available about the trading activity that occurs on Upstream and, in
particular, what information holders of common shares would have about the trading on
Upstream before making a decision to exchange their common shares for tokenized
shares.
10.We note your response to comment 6. However, it appears subsequent to your response to
have updated its policies in light of recent rules to prohibit U.S. investors from both
buying and selling securities on Upstream. In your next filing, please revise your
disclosure to clearly discuss the limitations on U.S. investors buying or selling shares on

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 May 2, 2023 Page 4
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
May 2, 2023
Page 4
Upstream, including the ability for those U.S. investors that previously deposited shares
on Upstream to have such shares returned to the company's transfer agent to complete a
sale.
11.We note that in your response to comment 6 that you disclose that U.S. citizens and
residents are no longer permitted to deposit or buy their securities with MERJ Depository
and sell those securities on the Upstream platform operated by the MERJ Exchange due to
recent rule changes. However, there are existing Creatd shareholders that have made
deposits on Upstream. It is not clear why MERJ Depository and MERJ Exchange are not
required to register with the Commission as a broker dealer, national securities exchange
and/or clearing agency. In your next filing, please add a risk factor addressing the risks to
shareholders in the event that these entities are not properly registered with the
Commission as a broker or dealer, national securities exchange and/or clearing agency.
12.We note your response to comment 7 and reissue in part. Please revise your disclosure to
address the risks related to a potential violation of Section 5 of the Securities Act if the
interpretation or enforcement of the law and regulations regarding NFTs change or if you
erroneously conclude that your NFTs are not securities.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jolie Kahn

CORRESP
1
filename1.htm

March
15, 2023

Kate
Beukenkamp and Dietrich King

Division
of Corporation Finance

Office
of Trade & Services

United
States Securites and Exchange Commission

Washington,
DC 20549

  Re:
  Genius Group Ltd Form 6-K

  Filed February 2, 2023

  File No. 001-41353

Gentlepersons:

We
have received your letter dated March 7, 2023 We have added our answers to each one of your questions in bold letters below each question
for ease of reference.

Form
6-K Filed February 2, 2023 General

1. You
                                            issued a press release on February 2, 2023 stating that the company began this application
                                            process to dual list its shares on Upstream. Please disclose in an amended report on Form
                                            6-K what security is being listed on Upstream (i.e., common stock or tokenized equity). Disclose
                                            whether Upstream is a registered exchange and in what jurisdiction it is registered, and
                                            disclose the risks and uncertainties with listing on this exchange, including any restrictions
                                            on investors, including specifically investors located in the United States. In this regard,
                                            please also expand your disclosure to explain what you mean when you state that Upstream,
                                            a MERJ Exchange Market (MERJ Exchange), is “a fully regulated global stock exchange
                                            for digital securities and NFTs.”

RESPONSE:

We
intend to file an amended 6-K for which the disclosure is the following paragraphs:

We
intend to dual list our common stock that has been registered with the Commission or is exempt from registration and are without restrictive
legend. The shares are uncertificated common stock. They are the same class and shares that are currently listed on the NYSE. The Upstream
policy, terms and conditions, also clearly state that if you are a U.S. or Canadian based investor, a Canadian citizen, U.S. citizen
or permanent resident, you will not be able to buy shares on the Upstream secondary market. However, U.S. and Canadian citizens
may sell securities they previously purchased from an issuer, stockbroker or stock exchange that has dual-listed on Upstream for
liquidation only and will not be permitted to purchase any securities on Upstream. Note that U.S. or Canadian-based investors include
those U.S. or Canadian citizens who may be living abroad. MERJ is overseen and regulated by the
Seychelles Financial Services Authority (“FSA”) which is the securities and other non-banking financial services regulator
in the Republic of Seychelles. The Seychelles FSA is also the primary regulator for anti-money laundering compliance and works closely
with the FIU to implement and ensure adherence to OECD Financial Action Task Force (FATF) recommendations. MERJ Exchange (MERJ)
operates Upstream as a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital
securities. MERJ is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member of
the Association of National Numbering Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the US. MERJ is also a member
of the Sustainable Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/.
MERJ is not registered or regulated in any manner in the United States.

There
are risks and uncertainties associated with listing on this exchange including the restrictions placed upon U.S. persons utilizing this
exchange (which are described above). Other risks include the fact that the exchange is regulated under the laws of the Seychelles which
may differ from regulations commonly assumed in countries such as the U.S., Canada, the UK and the members of the European Union. Additionally,
the exchange is new and novel technology and there is no assurance as to the efficacy or efficiency thereof.

2. It
                                            appears that the Upstream website allows trading of tokenized equity of certain companies
                                            and that you plan to list on Upstream. Please revise your 6-K disclosure to provide a materially
                                            complete description of the tokenized shares and the process by which shareholders exchange
                                            their common shares for the tokenized shares, including the entire lifecycle from the initial
                                            exchange of common shares for tokenized shares through the exchange back into common shares.
                                            In responding to this comment, please provide us with a response letter that:

 ● includes
                                            the company’s legal analysis as to the characterization of the tokenized equity, and
                                            whether it is the same class as the common shares, a different class of common stock, or
                                            a security-based swap.

 ● provides
                                            a detailed explanation of how such securities are the same as the issued and outstanding
                                            shares of common stock already registered, as well as how such shares compare in regard to
                                            transferability and the role of the transfer agent, whether on Upstream or otherwise.

 ● explains
                                            the role of MERJ Depository and Registry Limited and how it interacts with the company’s
                                            U.S. transfer agent, and also address how any “tokenized equity” is held on Upstream
                                            through MERJ Depository and Registry Limited (e.g., whether through a shareholder’s
                                            wallet or an omnibus wallet).

Response:

All
Shares have been registered with the Commission and make up the entire number of shares issued and outstanding and have the same CUSIP/ISIN
number. There are no differences in shareholder rights such as transferability. Shareholders may elect to hold their shares in depositories:
Book Entry with TA, CEDE & Co or MERJ Dep.

Digital
securities on Upstream are interchangeable terms that have the same meaning. The digital securities (or tokenized equities) are a digital
representation of the company’s common stock that have been issued and registered with the Commission. A digital security is a
1:1 representation of a company’s common stock that acts as a receipt for the deposit or purchase and ownership of shares in the
company. The digital recording of ownership is handled in the same manner as a database of shares issued to shareholders and, on Upstream,
certifies registered ownership of company shares from a particular date. The ownership details of a tokenized equity balance of the company’s
shares for an Upstream shareholder shall include but not be limited to:

 ● Certificate
                                            number

 ● Company
                                            name and CUSIP/ISIN number

 ● Shareholder
                                            name and address

 ● Number
                                            of shares owned

 ● Class
                                            of shares

 ● Issue
                                            date of shares

 ● Amount
                                            paid for the shares the Upstream secondary market

Response:

Transfer
Agent Records & Role

An
issuers’ common stock, regardless of whether it is represented in a physical (certificate) or electronic (e.g., tokenized, spreadsheet,
database) form, are recorded on the transfer agent records in (i) book entry (e.g., individual name & address), (ii) CEDE & Co.(street
name), or (iii) MERJ Dep. (street name). There is no concept of tokenized securities at the transfer agent. All securities have the same
CUSIP/ISIN.

Upon
successful transfer of shares by the transfer agent from book entry to either street name, CEDE & Co. or MERJ Dep., then the relevant
nominee will represent the shares in their books and records, typically in an electronic form (e.g., tokenized, database).

MERJ
Dep. operates as a nominee account (street name) in the same manner as CEDE & Co, that accepts shareholder deposits in an electronic
form from the transfer agent that facilitates the buying and selling of such shares on Upstream (e.g., by an individual name & address).
Upstream is the trading technology employed by MERJ Exchange Ltd., a regulated national stock exchange.

Share
Withdrawals from Upstream back to transfer agent

The
Upstream app has a function under Investor Services, Manage Securities, Withdraw Securities. The shareholder then enters the ticker symbol
and the number of shares to being withdrawn and taps ‘Notarize’ to cryptographically sign this transaction. The shares are
removed from the users Upstream portfolio and an email is sent to the transfer agent with a share withdrawal request whereafter the transfer
agent will liaise directly with the shareholder to ensure the share balance is entered in ‘book entry’ into the users name
& address. Third party share withdrawals from Upstream are not permitted, the share withdrawal request name and address (as retrieved
from the Upstream KYC information by Upstream compliance) is required to be the same name and address that will be entered in the transfer
agents ‘book entry’ for this shareholder.

For
the TA books the following entries would occur:

 ● Withdraw
                                            from MERJ Dep:

 ● Debit
                                            MERJ Dep. share count and credit Shareholder share count in book entry.

The
transfer agent will adhere to their own policies regarding any Medallion Signature Guarantee requirements from a depositing shareholder,
just as they would for share deposits via CEDE & Co. etc.

Response:

Investors
that wish to deposit their shares on Upstream, may do so by following the instructions below:

HOW
TO DEPOSIT SHARES

Upstream
can accept the shares that investors hold in their current brokerage account, shares that are held at the transfer agent in digital book
entry, or your physical stock certificate. Shares can be moved out of Upstream back to US markets. The following how investors can deposit
their shares, step by step.

STEP
1. CREATE AN ACCOUNT ON UPSTREAM & VERIFY YOUR IDENTITY

 ● Download
                                            Upstream and tap Sign Up. This will create your blockchain profile and ‘signing key’.

 ● Complete
                                            KYC. To complete KYC identity verification, tap the settings icon in the top right of the
                                            navigation, then tap KYC. Be sure to have a valid form of ID and banking details handy. It’s
                                            important that bank account information matches your name exactly.

 ● Once
                                            your account is approved, and if you already own shares and wish to transfer them to Upstream
                                            for trading, then you may initiate a request to deposit your shares using the Upstream app.

STEP
2. TRANSFER SHARES TO TRANSFER AGENT

If
your shares are already held at the transfer agent, then skip to STEP 3 below. However, if your shares are currently in your brokerage
account, then please transfer your shares to the transfer agent as described below. Note, the terminology for this is to have shares
held as ‘direct registration’ in ‘book entry’ at the transfer agent.

To
make this transfer request, most of the time all you need to do is contact your brokerage firm by email and ask them to transfer your
shares back to ‘book entry’ at the transfer agent. The brokerage firm will know what to do, and they will let you know how
long it will take, but typically you should allow 48 hours for them to process your request.

Some
brokerage firms may ask you to fill out their particular share transfer form. Contact us at servicedesk@upstream.exchange if you need
assistance in completing a share transfer form from your brokerage firm.

It
is important that your name, address and social security number that your shares are registered under at the brokerage firm match the
information that you provided when opening your account on Upstream. If your address at the brokerage firm is out of date, then you will
need to update it with your brokerage firm BEFORE you transfer your shares to the transfer agent. Note, if the addresses do not match
your address on Upstream, then your share deposit to Upstream will be delayed by the transfer agent.

STEP
3. REQUEST TO DEPOSIT SHARES USING THE UPSTREAM APP

Open
Upstream, Tap Investor, Manage Securities, Deposit Securities. Next, Enter the Company’s Ticker Symbol and Number of Shares you’re
requesting to deposit. Confirm whether your shares are free trading or restricted, then tap Submit.

Please
note that the value of each share deposit request on the Upstream app may not exceed $100,000. This value is determined by the closing
price of the security on the previous trading day multiplied by the number of shares being deposited.

Once
you make the share deposit request using the Upstream app, and the transfer agent has your shares in ‘book entry’, then most
of the time the Upstream deposit process typically completes within 48 hours (Monday to Friday, excluding U.S. holidays).

However,
if the transfer agent requires further information regarding your share transfer, then you will receive an email with a form to complete.
The form will be pre-populated with your Upstream account information. Our staff will be happy to help you fill out the remainder of
the form and how to submit it to the transfer agent Once the transfer is complete you will receive a push notification in the Upstream
app and see the share deposit in your Upstream Portfolio.

STEP
4. YOU’RE READY FOR TRADING ON UPSTREAM

Once
the shares are in your account, you’re ready to trade on the next generation exchange! Enjoy real-time trading and a transparent
orderbook, and other features. View your shares anytime, anywhere in your Upstream Portfolio. For more information on trading, visit
Upstream’s support center.

Transfer
agent information

The
transfer agent is:

Name:
Vstock Transfer

Address:
LLC 18 Lafayette Pl, Woodmere, NY 11598

Phone:
212.828.8436

Toll-Free:
855-9VSTOCK

Fax:
646-536-3179

Email:
info@vstocktransfer.com  info@vstocktransfer.com

Note,
Upstream will consider requests for deposit and sale of Securities falling under the categories:

 ● Shares
                                            trading on NASDAQ or the NYSE

 ● Shares
                                            trading on the OTC Markets

 ● Shares
                                            issued in private offerings exempt from registration under the Securities Act pursuant to
                                            Securities Act Rule 506(c) of Regulation D or Regulation S.

These
offerings must comply with the Upstream view that securities must be registered or have a valid exemption from registration in connection
with their original issuance pursuant to U.S. or European securities laws in order to qualify for secondary trading on Upstream. In addition,
this applies to securities currently trading and held in DTC or Euroclear.

However,
Upstream will not consider or accept for deposit any Securities:

 ● tha

United States securities and exchange commission logo
March 7, 2023
Roger James Hamilton
Chief Executive Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Form 6-K
Filed February 2, 2023
File No. 001-41353
Dear Roger James Hamilton:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 6-K Filed February 2, 2023
General
1.You issued a press release on February 2, 2023 stating that the company began this
application process to dual list its shares on Upstream. Please disclose in an amended
report on Form 6-K what security is being listed on Upstream (i.e., common stock or
tokenized equity). Disclose whether Upstream is a registered exchange and in what
jurisdiction it is registered, and disclose the risks and uncertainties with listing on this
exchange, including any restrictions on investors, including specifically investors located
in the United States. In this regard, please also expand your disclosure to explain what you
mean when you state that Upstream, a MERJ Exchange Market (MERJ Exchange), is “a
fully regulated global stock exchange for digital securities and NFTs.”
2.It appears that the Upstream website allows trading of tokenized equity of certain
companies and that you plan to list on Upstream. Please revise your 6-K disclosure to
provide a materially complete description of the tokenized shares and the process by

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 March 7, 2023 Page 2
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
March 7, 2023
Page 2
which shareholders exchange their common shares for the tokenized shares, including the
entire lifecycle from the initial exchange of common shares for tokenized shares through
the exchange back into common shares. In responding to this comment, please provide us
with a response letter that:

•includes the company’s legal analysis as to the characterization of the tokenized
equity, and whether it is the same class as the common shares, a different class of
common stock, or a security-based swap.
•provides a detailed explanation of how such securities are the same as the issued and
outstanding shares of common stock already registered, as well as how such shares
compare in regard to transferability and the role of the transfer agent, whether on
Upstream or otherwise.
•explains the role of MERJ Depository and Registry Limited and how it interacts with
the company’s U.S. transfer agent, and also address how any "tokenized equity" is
held on Upstream through MERJ Depository and Registry Limited (e.g., whether
through a shareholder's wallet or an omnibus wallet).
3.The press release indicates that shareholders will be eligible to claim digital
NFTs. Explain whether you are planning to offer any digital dividends to shareholders and
disclose the process for distribution of digital dividends, including whether the digital
dividends will be limited to those who hold the tokenized shares.  Also explain how you
will inform and communicate to shareholders in regard to any digital dividends or gifts,
with respect to the tokenized shares.
4.Please revise your disclosure to clarify whether there could be discrepancies between the
trading prices of common shares on the NYSE American and the tokenized shares on
Upstream, whether resulting from different liquidity in the markets or otherwise, and
disclose the risks this presents to investors.
5.Please revise your disclosure to clarify what information is publicly available about the
trading activity that occurs on Upstream and, in particular, what information holders of
common shares would have about the trading on Upstream before making a decision to
exchange their common shares for tokenized shares. In your February 2, 2023 press
release, you refer investors to the Upstream website for more information about Upstream,
generally, but do not provide shareholders with information about how they can deposit
shares and trade on Upstream, or how they can claim their $10 NFT Coupons.
6.Please revise your disclosure to clarify how and where investors will be able to download
the Upstream app and create an account, including a website for the Upstream
app.  Additionally, please clarify whether U.S. investors are permitted to both purchase
and sell Upstream listed securities, and whether U.S investors will be limited to trading
only in securities they currently own that have been listed on Upstream for liquidation
purposes only.

 FirstName LastNameRoger James Hamilton
 Comapany NameGenius Group Ltd
 March 7, 2023 Page 3
 FirstName LastName
Roger James Hamilton
Genius Group Ltd
March 7, 2023
Page 3
7.Your press release announces the approval of a plan to issue a $10 Blockchain-based
Digital Discount Coupon (Non Fungible Token "NFT"), or $10 NFT Coupon, per
ordinary share to all shareholders as a move to reward shareholders. Additionally, we note
your statement that "[t]he digital coupons are not securities and are issued as ERC721
tokens..."  Please advise us how you have determined whether this digital asset is not a
security and disclose the risk that the federal securities law may apply to the distribution
of the $10 NFT Coupons, including by (i) providing us with your legal analysis that these
NFTs are not securities within the meaning of the U.S. federal securities laws and,
therefore, you are not facilitating, or causing you to engage in, transactions in unregistered
securities and (ii) addressing the risks related to a potential violation of Section 5 of the
Securities Act if the interpretation or enforcement of the law and regulations regarding
NFTs change or if you erroneously conclude that your NFTs are not securities.
8.Please revise your Form 6-K to provide disclosure regarding the planned issuance of the
$10 NFT Coupons, including (i) who or what entity is issuing them, (ii) what these
NFTs consist of and what they represent, (iii) if and where the NFTs can be traded and
(iv) who is eligible to claim the NFTs as a reward.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jolie Kahn

CORRESP
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Genius Group Limited

8 Amoy Street, #01-01

Singapore 049950

September 9, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kate Beukenkamp

    Re:
    Genius Group Limited

    Registration Statement on Form F-1

    Filed September 9, 2022

    File No. 333-267363

Dear Ms. Beukenkamp:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Genius Group Limited hereby requests acceleration of effectiveness of the above-referenced Registration Statement
so that it will become effective at 5:30 P.M. EDT on September 13, 2022, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Roger James Hamilton

    Roger James Hamilton

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
September 6, 2022
Erez Simha
Chief Financial Officer
Genius Group Ltd
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd
Draft Registration Statement on Form F-1
Submitted August 29, 2022
CIK No. 0001847806
Dear Mr. Simha:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin S. Reichel

CORRESP
1
filename1.htm

VIA EDGAR

March 29, 2022

    Attention:
    Ms. Erin Jaskot

        Re:

    Request for
    Acceleration of Effectiveness of Genius Group Limited Registration

    Statement on F-1 (File
No. 333-257700) initially filed on July 6, 2021

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”),
hereby join in the request of Genius Group Limited (the “Registrant”), for the acceleration of the effective date of the Registrant’s
Registration Statement on Form F-1 (File No. 333-257700) (as amended, the “Registration Statement”), relating to
a public offering of shares of the Registrant’s ordinary shares, no par value, so that the Registration Statement may be declared
effective on March 31, 2022, at 5 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Underwriter,
confirms that it is aware of its obligations under the Securities Act.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

    Very truly yours,

    Boustead Securities,
LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    CEO

CORRESP
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filename1.htm

Genius Group Limited

8 Amoy Street, #01-01

Singapore 049950

March 29, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Jaskot

    Re:
    Genius Group Limited

    Registration Statement on Form F-1, as amended

    Filed July 6, 2021

    File No. 333-257700

Dear Ms. Jaskot:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Genius Group Limited hereby requests acceleration of effectiveness of the above-referenced
Registration Statement so that it will become effective at 5:00 P.M. EDT on March 31, 2022, or as soon thereafter as
practicable.

    Very truly yours,

    /s/ Roger James Hamilton

    Roger James Hamilton

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

VIA EDGAR

March 28, 2022

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Erin Jaskot

Re: Genius Group Ltd.

Amendment No. 9 to Registration Statement
on Form F-1

Filed March 25, 2022

File No. 333-257700

Dear Ms. Jaskot,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on March 28, 2022, regarding the
Registration Statement on Form F-1 filed with the Commission on March 25, 2022.

    1 of 4

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 10 (“Amendment No. 10”) to the Registration
Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and
page references herein correspond to those set forth in Amendment No. 10.

Summary Combined Unaudited Pro Forma Financial
Data for Genius Group (Including IPO Acquisitions)

Footnotes Relating to the Financial Statements
Above, page 76

1. Please refer to footnote (5)(b). Your revised
disclosure in footnote (5) and on page 122 in your filing now indicates that the revised purchase price for University of Antelope
Valley includes a note payable of $17,500,000, which provides for an interest rate of 5%. Please revise your pro forma statements of operations
for the year ended December 31, 2020 and the six months ended June 30, 2021 to include a pro forma adjustment for the interest
expense associated with this note payable or explain why you do not believe this is required.

Response: We have revised our pro forma
statements of operations for the year ended December 31, 2020 on page 72 and the six months ended June 30, 2021 on page 71
to include a pro forma adjustment for the interest expense associated with the note payable of $17,500,000 at an interest rate of 5%.
We have added footnote (5)e. on page 77 to show the basis for recording the interest expense.

Furthermore, we have made conforming
revisions in the following sections in the registration statement to reconcile with the above-mentioned change:

 ● Page 11 in the section “A Brief History” update to net loss

 ● Page 12 in the section “A Brief History” update to net loss

    2 of 4

 ● Page 27 in the section “Summary Combined Unaudited Pro Forma Financial Data and Consolidated
Audited Financial Data Pre-IPO Group” in the table “Summary Income Data”

 ● Page 28 in the section “Non-IFRS Financial Measures — Adjusted EBITDA”

 ● Page 78 footnote 9:-

 ○ Total Income (Loss) After Tax

 ○ Net income (Loss) per share, basic and diluted

 ● Page 105 in the section “Non-IFRS Financial Measures”

 ● Page 109 under “Additional Expenses” and “Non-IFRS Financial Measure - Adjusted
EBITDA”

 ● Page 114 under “Additional Expenses” and “Non-IFRS Financial Measure - Adjusted
EBITDA”

General

2. We note your disclosure on pages 191,
192, and 199 indicates that the IPO deadline/terms under the relevant acquisition agreements for E-Square, Education Angels, and PIN were
extended to April 30, 2022. However, the extending letters that you filed as exhibits 2.19, 2.20, and 2.21 indicate that the IPO
deadline/terms under these acquisition agreements were extended through June 30, 2022. Please revise to reconcile the prospectus
disclosure with the terms of these extending letters. As a related matter, please update your disclosure on page 198 to indicate
that the IPO deadline/terms under your Stock Purchase Agreement with UAV were extended through April 30, 2022.

Response: We have revised the registration
statement on pages 191, 192 and 199 to reconcile the prospectus disclosure with the terms of the extending letters for E-Square,
Education Angels, and PIN. We have also updated our disclosure on page 198 to indicate that the IPO deadline/terms under our Stock
Purchase Agreement with UAV were extended through April 30, 2022.

    3 of 4

We thank the Staff for its review of the foregoing
and Amendment No. 10. We appreciate the Staff’s support in expediting the review process. If you have further comments, please
feel free to contact our counsel, Benjamin S. Reichel, at breichel@egsllp.com or by telephone at (212) 370-1300.

  Sincerely,

  /s/ Roger James Hamilton

  Roger James Hamilton,
CEO

    4 of 4

United States securities and exchange commission logo
March 28, 2022
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed March 25, 2022
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 9 to Registration Statement on Form F-1 Filed March 25, 2022
Summary Combined Unaudited Pro Forma Financial Data for Genius Group (Including IPO
Acquisitions)
Footnotes Relating to the Financial Statements Above, page 76
1.Please refer to footnote (5)(b).  Your revised disclosure in footnote (5) and on page 122 in
your filing now indicates that the revised purchase price for University of Antelope Valley
includes a note payable of $17,500,000, which provides for an interest rate of 5%.  Please
revise your pro forma statements of operations for the year ended December 31, 2020 and
the six months ended June 30, 2021 to include a pro forma adjustment for the interest
expense associated with this note payable or explain why you do not believe this is
required.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 March 28, 2022 Page 2
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
March 28, 2022
Page 2
General
2.We note your disclosure on pages 191, 192, and 199 indicates that the IPO deadline/terms
under the relevant acquisition agreements for E-Square, Education Angels, and PIN were
extended to April 30, 2022.  However, the extending letters that you filed as exhibits 2.19,
2.20, and 2.21 indicate that the IPO deadline/terms under these acquisition agreements
were extended through June 30, 2022.  Please revise to reconcile the prospectus disclosure
with the terms of these extending letters.  As a related matter, please update your
disclosure on page 198 to indicate that the IPO deadline/terms under your Stock Purchase
Agreement with UAV were extended through April 30, 2022.
            You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin S. Reichel

CORRESP
1
filename1.htm

VIA EDGAR

March 15, 2022

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Erin Jaskot

Re: Genius Group Ltd.

Amendment No. 7 to Registration Statement on
Form F-1

Filed February 25, 2022

File No. 333-257700

Dear Ms. Jaskot,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on March 14, 2022, regarding the Registration
Statement on Form F-1 filed with the Commission on February 25, 2022.

    1 of 7

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 8 (“Amendment No. 8”) to the Registration Statement
on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and page references
herein correspond to those set forth in Amendment No. 8.

Amendment No. 7 to Registration Statement on
Form F-1 Filed February 25, 2022 Prospectus Summary, page 9

1. We note that you have updated the graphic
located at the beginning of the prospectus but the graphic on page 9 was not revised. As previously requested, please revise your graphics
reflecting "Our Revenue Growth" and "Our Financial Growth" to include disclosure of the Pre-IPO Group's actual revenues,
EBITDA, total assets and shareholders’ equity as of and for the period ended 2020 and the first half of 2021. Also, it appears that
the column reflecting total assets and shareholders' equity for eight companies (pro forma) should be labeled 2021 H1 rather than 2020
H1. Please advise or revise.

Response: As noted by the Staff, the
graphic for "Our Revenue Growth" and "Our Financial Growth” was correctly modified in the inside cover of the prospectus
included in Amendment No. 7 to reflect the Pre-IPO Group's actual revenues, EBITDA, total assets and shareholders’ equity as of
and for the period ended 2020 and the first half of 2021. The column reflecting total assets and shareholders' equity for eight companies
(pro forma) was also correctly labeled 2021 H1 rather than 2020 H1.

The same graphic for "Our Revenue
Growth" and "Our Financial Growth” has now been corrected so that the graphic on page 9 of Amendment No. 8 matches the
graphic for "Our Revenue Growth" and "Our Financial Growth” in the inside cover.

    2 of 7

Capitalization, page 65

2. Refer to comment 10 of our letter dated
September 28, 2021 and your response in your correspondence dated October 20, 2021. You responded that when the number of ordinary shares
and pricing of the shares in this offering are determined, then the pro forma as adjusted column in the Capitalization section will match
the combined totals in the pro forma balance sheet. However, the amount of your cash and cash equivalents in the pro forma as adjusted
column of your capitalization table still does not agree to the amount in your pro forma balance sheet on page 73. Please reconcile and
revise these disclosures.

Response: We have amended the table
in the Capitalization section on page 65 of Amendment No. 8 to correct the amount of “Cash and cash equivalents” under the
column “Pro forma As Adjusted” to be $13,913,302.

We have also added the following disclosure
in Footnote 4 to the pro forma Balance Sheet on page 75 of Amendment No. 8 in order to provide additional clarity on the difference between
the precise amount in the Capitalization section and the rounded amount in the Balance Sheet: “The amount of Cash and cash equivalents
under the column “Combined Total” of $13,915 differs from the cash and cash equivalents total of $13,913,302 in the Capitalization
section on page 65 due to the effect of rounding.”

3. The last paragraph on page 66 discussing
your capitalization states that the "Pro Forma totals above differ to the respective Combined Totals in the pro forma Balance Sheet
in the Selected Combined and Consolidated Financial Data section due to inclusion in the pro forma Balance Sheet of the effect of the
sale of ordinary shares in this offering." The third bullet on page 65 states that the capitalization table sets forth your "cash
and cash equivalents and your total capitalization as of June 30, 2021 adjusted to reflect the sale of 7,272,727 ordinary shares in this
offering, at an assumed initial public offering price of $5.50 per ordinary share, after deducting the underwriting discounts and commissions
and estimated offering expenses." Please revise to eliminate these inconsistent disclosures.

    3 of 7

Response: We have amended the language
in Amendment No. 8 to eliminate the referenced inconsistent disclosures by removing the following statements:

 ● On page 66 of Amendment No. 8 we have removed the following sentence: “The Pro Forma totals above
differ to the respective Combined Totals in the pro forma Balance Sheet in the Selected Combined and Consolidated Financial Data section
due to inclusion in the pro forma Balance Sheet of the effect of the sale of ordinary shares in this offering."

 ● On page 74 of Amendment No. 8 (immediately following the pro forma Balance Sheet) we have removed the
following sentence: “The Pro Forma totals in the Capitalization section differ to the respective Combined Totals in the pro forma
Balance Sheet above due to inclusion in the pro forma Balance Sheet of the effect of the sale of ordinary shares in this offering.”

Dilution, page 67

4. Your disclosure states that your pro forma
net tangible book value of the Pre-IPO Group plus the IPO Acquisitions as of June 30, 2021 was $21,459,087, and without taking into account
any other changes in pro forma net tangible book value after June 30, 2021, other than to give effect to 6-for-1 share split and the sale
of the ordinary shares offered in this offering at the assumed initial public offering price of $5.50 per ordinary share and after deduction
of the underwriting discounts and commissions and estimated offering expenses payable by you, your pro forma as adjusted net tangible
book value as of June 30, 2021 would have been approximately $21,459,087. Please explain why the tangible book value of the Pre-IPO Group
plus the IPO Acquisitions and the tangible book value after giving effect to 6-for-1 share split and the sale of the ordinary shares offered
in this offering are the same amount.

    4 of 7

Response: The Staff’s comment
is duly noted. We have amended the disclosures on page 67 of Amendment No. 8 with regards to the following items:

 ● The net tangible book value of the Pre-IPO Group as of June 30, 2021 after giving effect to the 6-for-1
share split, was $5,212,093 as stated.

 ● The reference to net tangible book value of the Pre-IPO Group plus the IPO Acquisitions previously shown
is not relevant as the IPO Acquisitions are included in the “pro forma as adjusted”, as they close with the IPO. This amount
was shown as $21,459,087 and has been removed.

 ● The pro forma as adjusted net tangible book value as of June 30, 2021 after giving effect to (i) the shares
to be issued with respect to the closing of the IPO Acquisitions, (ii) the sale of the ordinary shares in this offering, and (iii) the
deduction of the underwriting discounts and commissions and estimated offering expenses payable by the Company, should be $15,260.466.
This has now been corrected.

5. Please reconcile your pro forma net tangible
book value at June 30, 2021 of $21,459,087 to the amounts presented in your pro forma balance sheet presented on page 73.

Response: As per our response to comment 4 above, the “pro
forma net tangible book value” amount has been removed since it will be included in the “pro forma as adjusted net tangible
book value” amount. We have amended the disclosures on pages 67 and 68 of Amendment No. 8 to add a table which explains the calculation
of pro forma as adjusted net tangible book value as of June 30, 2021 and how this amount reconciles to our pro forma balance sheet presented
on page 73, allowing for rounding differences.

6. Please explain how you calculated or determined
the dilution amount to shareholders in the offering of $.34 per share. This amount should be the difference between the price paid by
investors in the offering and your net tangible book value per share after giving effect to the offering and related use of proceeds.
Please advise or revise as appropriate.

    5 of 7

Response: The Staff’s comment
is duly noted. The disclosures in the Dilution section on page 67 of Amendment No.8 have been amended to reflect that the dilution amount
to shareholders in the offering is $4.90. This is calculated as the difference between the price paid by investors in the offering ($5.50)
and our pro forma as adjusted net tangible book value per share of $0.60.

Further Company Information

University of Antelope Valley

Material Terms of the Stock Purchase Agreement
with University of Antelope Valley, page 198

7. Please update your disclosure on page 198
to indicate that the IPO deadline/terms of the Stock Purchase Agreement with UAV was extended to March 31, 2022.

Response: The disclosure on page 197
of Amendment No. 8 has been amended to reflect that the Stock Purchase Agreement with UAV has been extended to March 31, 2022.

General

8. We note the Free Writing Prospectus filed
February 25, 2022 includes information that was previously contained in your prior prospectus, on which we commented and you removed from
and/or revised in the prospectus, including the statement that GeniusU is an "Amazon for Education," the graphic that states
you reach 200 countries, the graphic that references your "100 Year Curriculum," and the modification of the "Our Genius
Curriculum" graphic to indicate the contribution from the particular pre-IPO companies and IPO Acquisition companies. Discontinue
the use of the FWP and provide us with your analysis regarding how you will address these deficiencies.

    6 of 7

Response: As requested by the Staff,
the Company and the underwriters immediately discontinued the use of the original FWP. The Company will make the necessary changes to
the FWP so that it properly reflects the language in Amendment No. 8. The Company intends to file and recirculate a revised FWP to each
recipient of the original FWP when it recirculates the revised preliminary prospectus included in Amendment No. 8. The Company believes
that the filing and recirculation of the revised FWP to its prior recipients addresses the deficiencies.

We thank the Staff for its review of the foregoing
and Amendment No. 8. We appreciate the Staff’s support in expediting the review process. If you have further comments, please feel
free to contact our counsel, Benjamin S. Reichel, at breichel@egsllp.com or by telephone at (212) 370-1300.

  Sincerely,

  /s/ Roger James Hamilton

  Roger James Hamilton, CEO

    7 of 7

United States securities and exchange commission logo
March 14, 2022
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 7 to Registration Statement on Form F-1
Filed February 25, 2022
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 17, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-1 Filed February 25, 2022
Prospectus Summary, page 9
1.We note that you have updated the graphic located at the beginning of the prospectus but
the graphic on page 9 was not revised. As previously requested, please revise your
graphics reflecting "Our Revenue Growth" and "Our Financial Growth" to include
disclosure of the Pre-IPO Group's actual revenues, EBITDA, total assets and
shareholders’ equity as of and for the period ended 2020 and the first half of 2021. Also, it
appears that the column reflecting total assets and shareholders' equity for eight
companies (pro forma) should be labeled 2021 H1 rather than 2020 H1.  Please advise or
revise.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 March 14, 2022 Page 2
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
March 14, 2022
Page 2
Capitalization, page 65
2.Refer to comment 10 of our letter dated September 28, 2021 and your response in your
correspondence dated October 20, 2021.  You responded that when the number of
ordinary shares and pricing of the shares in this offering are determined, then the pro
forma as adjusted column in the Capitalization section will match the combined totals in
the pro forma balance sheet. However, the amount of your cash and cash equivalents in
the pro forma as adjusted column of your capitalization table still does not agree to the
amount in your pro forma balance sheet on page 73.  Please reconcile and revise
these disclosures.
3.The last paragraph on page 66 discussing your capitalization states that the "Pro Forma
totals above differ to the respective Combined Totals in the pro forma Balance Sheet in
the Selected Combined and Consolidated Financial Data section due to inclusion in the
pro forma Balance Sheet of the effect of the sale of ordinary shares in this offering."  The
third bullet on page 65 states that the capitalization table sets forth your "cash and cash
equivalents and your total capitalization as of June 30, 2021 adjusted to reflect the sale of
7,272,727 ordinary shares in this offering, at an assumed initial public offering price of
$5.50 per ordinary share, after deducting the underwriting discounts and commissions and
estimated offering expenses." Please revise to eliminate these inconsistent disclosures.
Dilution, page 67
4.Your disclosure states that your pro forma net tangible book value of the Pre-IPO Group
plus the IPO Acquisitions as of June 30, 2021 was $21,459,087, and without taking into
account any other changes in pro forma net tangible book value after June 30, 2021, other
than to give effect to 6-for-1 share split and the sale of the ordinary shares offered in this
offering at the assumed initial public offering price of $5.50 per ordinary share and after
deduction of the underwriting discounts and commissions and estimated offering expenses
payable by you, your pro forma as adjusted net tangible book value as of June 30, 2021
would have been approximately $21,459,087. Please explain why the tangible book value
of the Pre-IPO Group plus the IPO Acquisitions and the tangible book value after
giving effect to 6-for-1 share split and the sale of the ordinary shares offered in this
offering are the same amount.
5.Please reconcile your pro forma net tangible book value at June 30, 2021 of $21,459,087
to the amounts presented in your pro forma balance sheet presented on page 73.
6.Please explain how you calculated or determined the dilution amount to shareholders in
the offering of $.34 per share.  This amount should be the difference between the price
paid by investors in the offering and your net tangible book value per share after giving
effect to the offering and related use of proceeds.  Please advise or revise as appropriate.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 March 14, 2022 Page 3
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
March 14, 2022
Page 3
Further Company Information
University of Antelope Valley
Material Terms of the Stock Purchase Agreement with University of Antelope Valley, page 198
7.Please update your disclosure on page 198 to indicate that the IPO deadline/terms of the
Stock Purchase Agreement with UAV was extended to March 31, 2022.
General
8.We note the Free Writing Prospectus filed February 25, 2022 includes information that
was previously contained in your prior prospectus, on which we commented and you
removed from and/or revised in the prospectus, including the statement that GeniusU is an
"Amazon for Education," the graphic that states you reach 200 countries, the graphic that
references your "100 Year Curriculum," and the modification of the "Our Genius
Curriculum" graphic to indicate the contribution from the particular pre-IPO companies
and IPO Acquisition companies.  Discontinue the use of the FWP and provide us with
your analysis regarding how you will address these deficiencies.
            You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nick Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin S. Reichel

CORRESP
1
filename1.htm

VIA EDGAR

February 25, 2022

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Nicholas Lamparski

Re: Genius Group Ltd.

Amendment No. 6 to Registration Statement on
Form F-1

Filed February 14, 2022

File No. 333-257700

Dear Mr. Lamparski,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 17, 2022, regarding the
Registration Statement on Form F-1 filed with the Commission on February 14, 2022.

    1 of 3

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 7 (“Amendment No. 7”) to the Registration Statement
on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and page references
herein correspond to those set forth in Amendment No. 7.

Amendment No. 6 to Registration Statement on
Form F-1 Filed February 14, 2022 Prospectus Summary, page 9

1. Please revise your graphics reflecting "Our
Revenue Growth" and "Our Financial Growth" to include disclosure of the Pre-IPO Group's actual revenues, EBITDA, total
assets and shareholders equity as of and for the period ended 2020 and the first half of 2021. Also, it appears that the column reflecting
total assets and shareholders' equity for eight companies (pro forma) should be labeled 2021 H1 rather than 2020 H1. Please advise or
revise.

Response: We have updated the graphic
on page 9 to include disclosure of the Pre-IPO Group's actual revenues, EBITDA, total assets and shareholders equity as of and for the
period ended 2020 and the first half of 2021. We have also corrected the column header labeled ‘2020 H1’ to ‘2021 H1’.
As these two graphs are repeated at the beginning of the prospectus we have also updated the same graphics there.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Credit Facilities, page 123

2. We note your amended disclosure in response
to comment 8, and reissue the comment in part. Please disclose the amounts outstanding under UAV's two bank notes payable as of June 30,
2021.

Response: We have amended the registration
statement under “Credit Facilities” on page 123 to disclose the amounts outstanding under UAV’s two bank notes payable
of $68,056 and $68,131 as at June 30, 2021.

    2 of 3

In addition to the responses above to the
Staff, the Company would further like to disclose that Amendment No. 7 contains the price range as well as the following
Exhibits:

 ● 1.1 Form of Underwriting Agreement

  ● 2.17 Extending Letter dated February 25, 2022 amending the Stock Purchase Agreement among Sandra Johnson, Marco Johnson, University of
Antelope Valley, Inc., and University of Antelope Valley, LLC, and Genius Group Ltd.

 ● 5.1 Opinion of Allen & Gledhill LLP regarding legality of offered shares

 ● 5.2 Opinion of Ellenoff Grossman & Schole LLP regarding legality of underwriter’s warrants

 ● 23.1 Consent of Marcum LLP

 ● 23.2 Consent of Lightheart, Sanders and Associates

 ● 23.3 Consent of Bailey Group for Property Investors Network Ltd

 ● 23.4 Consent of Bailey Group for Mastermind Principles Limited

We thank the Staff for its review of the foregoing
and Amendment No. 7. If you have further comments, please feel free to contact our counsel, Benjamin S. Reichel, at breichel@egsllp.com
or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Roger James Hamilton

    Roger James Hamilton, CEO

    3 of 3

United States securities and exchange commission logo
February 17, 2022
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 6 to Registration Statement on Form F-1
Filed February 14, 2022
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 9, 2022 letter.
Amendment No. 6 to Registration Statement on Form F-1 Filed February 14, 2022
Prospectus Summary, page 9
1.Please revise your graphics reflecting "Our Revenue Growth" and "Our Financial Growth"
to include disclosure of the Pre-IPO Group's actual revenues, EBITDA, total assets and
shareholders equity as of and for the period ended 2020 and the first half of 2021.  Also, it
appears that the column reflecting total assets and shareholders' equity for eight
companies (pro forma) should be labeled 2021 H1 rather than 2020 H1.  Please advise or
revise.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 February 17, 2022 Page 2
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
February 17, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Credit Facilities, page 123
2.We note your amended disclosure in response to comment 8, and reissue the comment in
part.  Please disclose the amounts outstanding under UAV's two bank notes payable as of
June 30, 2021.
            You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin S. Reichel

CORRESP
1
filename1.htm

VIA EDGAR

February 11, 2022

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Nicholas Lamparski

Re: Genius Group Ltd.

Amendment No. 5 to Registration Statement on
Form F-1

Filed January 25, 2022

File No. 333-257700

Dear Mr. Lamparski,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 9, 2022, regarding the
Registration Statement on Form F-1 filed with the Commission on January 25, 2022.

    1 of 11

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 6 (“Amendment No. 6”) to the Registration Statement
on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and page references
herein correspond to those set forth in Amendment No. 6.

Amendment No. 5 to Registration Statement on
Form F-1 Filed January 25, 2022

Cover Page

1. We note your amended disclosure in response
to comment 1, and reissue the comment in part. In this regard, reference is made to the graphic presented on page 143. Where the graphic
implies that you cover education from "Prep 0-7" through "Mentor 18-100+," please revise the graphic, as you have
in a similar graphic on the inside of your registration statement cover page, to include the number of students enrolled at each of these
levels, the number of students that are paying students, the businesses which include such students, the location of these businesses,
and their contribution to overall revenue. For example, for "Prep 0-7" indicate that this subset is covered by Education Angels,
which operates only in New Zealand, specify the number of students at ages 0-7, and indicate the percentage of revenue that comes from
this subset. As requested in comment 1, please also include similar revisions elsewhere, such as on page 124 of your Business section
where you discuss accredited courses, global faculty, and a "100 Year Curriculum."

Response: We have updated the graphic
on page 140 with the same graphic used on the inside of the registration statement cover page to include the number of students enrolled
at each of these levels, the number of students that are paying students, the businesses which include such students, the location of
these businesses, and their contribution to overall revenue.

    2 of 11

We have also reviewed Amendment No.
6 for all general mentions of accredited courses, global faculty and a “100 Year Curriculum” in order to clarify, qualify
or delete such references and made the following amendments:

 ● We have deleted the reference to “accredited curriculum” in the “Our Genius Curriculum”
section on page 17 to read “The Genius Group curriculum is currently delivered locally in cities around the world, in our campuses,
centers and resorts, as well as online via GeniusU.”

 ● We have deleted the image on page 125 which refers to a “100 Year Curriculum”

 ● We have changed the wording in the “Our Edtech Platform” section on page 134 to read “We
believe learning and discovery are critical lifelong activities and we have acquired companies with courses and content that we plan to
integrate and align into a full lifelong curriculum.”

 ● We have changed the wording in the “Our Niche” section on page 177 to read “With our
chosen niche, we believe we will be able to capitalize on the growing entrepreneur movement together with the growing demand for a relevant,
21st century education system, towards our aspiration of delivering a lifelong curriculum.”

 ● We have changed the wording in the “Instant Translation” section on page 184 to read “We
are developing GeniusU to enable instant translation for both curriculum and communication. This will mean students in most countries
will have access to our global faculty and curriculum on GeniusU in the future, enabling our students to learn and our faculty to mentor
across multiple countries and languages.”

    3 of 11

Prospectus Summary, page 4

2. We note your amended disclosure in response to comment 3, and
reissue the comment in part. To provide additional context for investors, please revise the disclosure in the beginning of your prospectus
summary to include the graphic titled “Our Genius Group Companies” that you have included on the inside of your registration
statement cover page and page 130 of your Business section. In addition, where you disclose that PIN is the only IPO acquisition company
that has started using the GeniusU Edtech platform on pages 16 and 143, please also to disclose when you expect to integrate your education
tools and entrepreneur programs into the businesses of the IPO acquisition companies that do not currently use such tools or programs.
Lastly, please revise to include the "Our Revenue Growth" and "Our Financial Growth" graphics in your prospectus summary,
which were previously included here, but recently moved to the inside of the registration statement cover page.

Response: We have made the following changes to Amendment
No. 6 in response to the Staff’s comment:

 ● We have added the graphic “Our Genius Group Companies” to the beginning of the Prospectus
Summary on page 8.

 ● We have added wording to the sections on page 19 with reference to when we expect to integrate our education tools and entrepreneur
programs into the IPO Acquisitions as follows: “Our plan is for Education Angels, E-Square and UAV to begin an integration and expansion
process for their courses to be added to GeniusU and our Genius Curriculum. This process will begin as soon as the IPO Acquisitions have
been completed. We have provided further details in the prospectus section entitled “Business — Our Genius Curriculum —
Our Courses, Products and Services” on the current courses, products and services provided by each of these companies at each stage
of learning, and our Post-IPO plans to integrate and expand each company’s offering with GeniusU and our Genius Curriculum.”

 ● We have added similar wording as above on pages 153 and 154.

 ● We have added the graphic “Our Revenue Growth” to the beginning of the Prospectus Summary
on page 9.

    4 of 11

3. We note your discussions of the number of students enrolled,
number of paying students, the businesses which include such students and their contribution to overall revenue relating to "PRIMARY
- 6 to 14 years old" and "SECONDARY - 12 to 18 years old" on pages 16 and 143. Please revise to separately quantify and
clarify how E-Square's number of students enrolled, number of paying students, and its overall revenue contributes to each of these levels.
In this regard, it is unclear how E-Square can contribute "relative revenue and student size" to your "SECONDARY - 12 to
18 years old" level, if all of its revenue and paying students is related to the "PRIMARY - 6 to 14 years old" level.

Response: We have revised the wording on pages
18, 153 and 154 to read:

 ● “PRIMARY — 6 to 14 years old: Our IPO Acquisition, E-Square, provides courses and a full primary
school program to this stage of education. With $0.4 million in 2020 revenue and 372 paying students at primary school level, this represents
less than 2% of our pro forma Group revenue and less than 1% of our total paying students in 2020 in our primary school offering.”

 ● “SECONDARY — 12 to 18 years old: Our IPO Acquisition, E-Square, also provides courses and
a full secondary school program to this stage of education. With $0.4 million in 2020 revenue and 305 paying students at secondary school
level, this also represents less than 2% of our pro forma Group revenue and less than 1% of our total paying students in 2020 in our primary
school offering. Between primary and secondary school levels combined, E-Square had $0.8 million in 2020 revenue and 677 paying students,
representing approximately 3% of our pro forma Group revenue and 1% of our paying students, currently making our offering to school students
the smallest and newest contributor to the Group.”

    5 of 11

Risk Factors

Risks Related to Our Business and Industry
(All Group Companies), page 30

4. We note your amended disclosure in response
to comment 5, and reissue the comment in part. In this regard, we note that your risk factor disclosure in the “Risks Related to
Our Business and Industry (All Group Companies)" section continues to focus on GeniusU, your Edtech platform, and the Pre-IPO Group.
For instance, your risk factor disclosure on page 30 states that, "In each of 2019 and 2020, and the six months ended June 30, 2021
and June 30, 2020, over 90% of our revenues were generated from operations outside of the United States." However, this does not
appear to take into account the IPO Acquisition companies contribution to your revenues given, for instance, 41% of your pro forma Group
revenue in 2020 was generated from UAV's operations in the state of California. Please revise your risk factor disclosure in this section
to not only disclose risks that are specific to the Pre-IPO Group and your GeniusU Edtech platform, but also risks related to all of the
IPO Acquisition companies included in the Group.

Response: We have revised the language
in Amendment No. 6 to provide a fuller and more balanced account of the risks related to all Pre-IPO Group and IPO Acquisition companies
with the following changes:

 ● We have changed the wording on the global business risk referenced by the Staff on page 33 to read: “In
each of 2019 and 2020, and the six months ended June 30, 2021 and June 30, 2020, over 90% of our revenues from the Pre-IPO Group were
generated from operations outside of the United States. When including the IPO Acquisitions, over 50% of our pro forma revenues for Genius
Group for these same periods were generated from operations outside of the United States.”

 ● We have added additional wording throughout the section “Risks Related to Our Business and Industry
(All Group Companies)” from pages 33 to 42 to clarify that this section relates to all companies within the Group, including IPO
Acquisitions.

 ● We have added substantially to the section “Risks Related to Our Business and Industry (Specific
to IPO Acquisitions)” from pages 44 to 50 with additional risks for all IPO Acquisitions as a whole and specific risks applicable
to each of the IPO Acquisitions.

 ● We have updated the summary “Summary of Risks Affecting our Company” section on pages 20 to
23 to summarize the risks added in the changes above.

    6 of 11

Management's Discussion and Analysis of Financial
Condition and Results of Operations The Impact of the COVID-19 Pandemic on Operations, page 85

5. We note your amended disclosure in response
to comment 9, and we reissue in part. Please revise to discuss how the effects your IPO Acquisition companies have experienced from the
pandemic has or will impact their ability to contribute to your digital education revenue, as you have with respect to the companies in
the Pre-IPO Group.

Response: We have updated the section
 “The Impact of the COVID-19 Pandemic on Operations” on page 93 and the section “Business Impact of the COVID-19 Pandemic”
on page 127 with additional wording to explain how the effects each IPO Acquisition companies have experienced from the pandemic have
impacted or will impact their ability to contribute to our digital education revenue, together with a summary of the overall impact of
the pandemic on the digital education revenue of the Group as a whole.

6. You disclose on page 85 that, "The
four IPO Acquisitions were also impacted by COVID-19. Each company, however, was able to maintain or grow their revenues during this period."
Please reconcile this disclosure with your disclosure in the paragraph immediately following, which indicates that UAV experienced a 16%
decline in revenue in 2020 and a 23% decrease in revenue for the six months ended June 30, 2021 as a result of the pandemic.

Response: We have corrected the wording
on Page 94 and Page 128 to read: “The four IPO Acquisitions were also impacted by COVID-19. While UAV experienced a drop in revenue,
the other three IPO Acquisitions were able to maintain or grow their revenues during this period.”

    7 of 11

Results of Operations

Six Months Ended June 30, 2021 Compared to
Six Months Ended June 30, 2020 (Income Statement), page 100

7. We note your revised disclosures in response
to comment 11, and that UAV’s decline in revenues was largely due to “uncertainties” of students to be able to enroll
and complete the semester due to the prolonged lock down in the first half of 2021. Please explain what is meant by "uncertainties,"
and whether this means that students disenrolled or otherwise decided not to attend.

Response: The Staff’s comment
is duly noted. To clarify, we have provided the following explanation of UAV’s revenue decline on page 102 as follows: “While
UAV’s education revenue appears to decrease by 31% on an annualized basis in the first six months of 2021, this is partially due
to seasonality. UAV degree programs normally begin in the Fall term, in the second six months of the year, while UAV certification courses
accept enrolments also in the Winter and Spring terms, in the first six months of the year. As a result, in past years, the difference
between the revenue in the first six months and second six months of the calendar year can vary between 10% to 20%, with lower revenues
in the first six months. In 2021, while UAV’s campus was closed, the number of enrolments for students commencing courses in the
first six months decreased while the number of registered enrolments for students choosing to commence courses in the second six months
and for when UAV anticipated opening of the campus in the Fall term increased. As a result, preliminary results for the second half of
2021 show a strong recovery, and indicate that 2021 full year revenue and profit will exceed 2020.”

We have revised the wording on page
110 to delete the word “uncertainties” and to read: “UAV’s decline was due to the impact of the COVID-19 lockdown
measures in which the university campus was closed. As a result, the number of enrolments for students commencing courses in the first
six months reduced while the number of registered enrolments for students choosing to commence courses in the second six months and for
when UAV anticipated opening of the campus in the Fall term increased.”

    8 of 11

Credit Facility, page 114

8. We note your amended disclosure in response
to comment 12, and reissue the comment in part. Please revise to disclose the amounts outstanding under UAV's two bank notes payable.

Response: We have revised the language
in Amendment No. 6 under “Credit Facilities” (heading amended to plural) on page 123 to disclose the amounts outstanding on
UAV’s two bank notes payable of $73,534 and $73,630 as at December 31, 2020. We have also corrected a typographical error in the
disclosure regarding the date of forgiveness of UAV’s PPP loan from November 2020 to November 2021.

Genius Group Limited and Subsidiaries Consolidated
Financial Statements

Note 4. Business Combinations, page F-23

9. We note your response to prior comment 16.
Please revise your disclosure to bridge the difference between the amounts in your disclosure in your notes to the financial statements
and the amounts presented on your financial statements. Your revised disclosure should be presented in a level of detail consistent with
your response to comment 16.

Response: We have revised the language
in Amendment No. 6 on pages F-25 and F-26 (Note 4 - Business Combinations) to provide disclosures presented to bridge the following d

United States securities and exchange commission logo
February 9, 2022
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed January 25, 2022
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 18, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-1 Filed January 25, 2022
Cover Page
1.We note your amended disclosure in response to comment 1, and reissue the comment in
part.  In this regard, reference is made to the graphic presented on page 143.  Where the
graphic implies that you cover education from "Prep 0-7" through "Mentor 18-100+,"
please revise the graphic, as you have in a similar graphic on the inside of your
registration statement cover page, to include the number of students enrolled at each of
these levels, the number of students that are paying students, the businesses which include
such students, the location of these businesses, and their contribution to overall revenue.
For example, for "Prep 0-7" indicate that this subset is covered by Education Angels,
which operates only in New Zealand, specify the number of students at ages 0-7, and

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 February 9, 2022 Page 2
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
February 9, 2022
Page 2
indicate the percentage of revenue that comes from this subset.  As requested in comment
1, please also include similar revisions elsewhere, such as on page 124 of your Business
section where you discuss accredited courses, global faculty, and a "100 Year
Curriculum."
Prospectus Summary, page 4
2.We note your amended disclosure in response to comment 3, and reissue the comment in
part.  To provide additional context for investors, please revise the disclosure in the
beginning of your prospectus summary to include the graphic titled “Our Genius Group
Companies” that you have included on the inside of your registration statement cover page
and page 130 of your Business section.  In addition, where you disclose that PIN is the
only IPO acquisition company that has started using the GeniusU Edtech platform on
pages 16 and 143, please also to disclose when you expect to integrate your education
tools and entrepreneur programs into the businesses of the IPO acquisition companies that
do not currently use such tools or programs.  Lastly, please revise to include the "Our
Revenue Growth" and "Our Financial Growth" graphics in your prospectus summary,
which were previously included here, but recently moved to the inside of the registration
statement cover page.
3.We note your discussions of the number of students enrolled, number of paying students,
the businesses which include such students and their contribution to overall revenue
relating to "PRIMARY - 6 to 14 years old" and "SECONDARY - 12 to 18 years old" on
pages 16 and 143.  Please revise to separately quantify and clarify how E-Square's number
of students enrolled, number of paying students, and its overall revenue contributes to
each of these levels.  In this regard, it is unclear how E-Square can contribute "relative
revenue and student size" to your "SECONDARY - 12 to 18 years old" level, if all of its
revenue and paying students is related to the "PRIMARY - 6 to 14 years old" level.
Risk Factors
Risks Related to Our Business and Industry (All Group Companies), page 30
4.We note your amended disclosure in response to comment 5, and reissue the comment in
part.  In this regard, we note that your risk factor disclosure in the “Risks Related to Our
Business and Industry (All Group Companies)" section continues to focus on GeniusU,
your Edtech platform, and the Pre-IPO Group.  For instance, your risk factor disclosure on
page 30 states that, "In each of 2019 and 2020, and the six months ended June 30, 2021
and June 30, 2020, over 90% of our revenues were generated from operations outside of
the United States."  However, this does not appear to take into account the IPO
Acquisition companies contribution to your revenues given, for instance, 41% of your pro
forma Group revenue in 2020 was generated from UAV's operations in the state of
California.  Please revise your risk factor disclosure in this section to not only disclose
risks that are specific to the Pre-IPO Group and your GeniusU Edtech platform, but also
risks related to all of the IPO Acquisition companies included in the Group.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 February 9, 2022 Page 3
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
February 9, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
The Impact of the COVID-19 Pandemic on Operations, page 85
5.We note your amended disclosure in response to comment 9, and we reissue in part.
Please revise to discuss how the effects your IPO Acquisition companies have
experienced from the pandemic has or will impact their ability to contribute to your digital
education revenue, as you have with respect to the companies in the Pre-IPO Group.
6.You disclose on page 85 that, "The four IPO Acquisitions were also impacted by COVID-
19. Each company, however, was able to maintain or grow their revenues during this
period."  Please reconcile this disclosure with your disclosure in the paragraph
immediately following, which indicates that UAV experienced a 16% decline in revenue
in 2020 and a 23% decrease in revenue for the six months ended June 30, 2021 as a result
of the pandemic.
Results of Operations
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020 (Income
Statement), page 100
7.We note your revised disclosures in response to comment 11, and that UAV’s decline in
revenues was largely due to “uncertainties” of students to be able to enroll and complete
the semester due to the prolonged lock down in the first half of 2021.  Please explain what
is meant by "uncertainties," and whether this means that students disenrolled or otherwise
decided not to attend.
Credit Facility, page 114
8.We note your amended disclosure in response to comment 12, and reissue the comment in
part.  Please revise to disclose the amounts outstanding under UAV's two bank notes
payable.
Genius Group Limited and Subsidiaries Consolidated Financial Statements
Note 4. Business Combinations, page F-23
9.We note your response to prior comment 16.  Please revise your disclosure to
bridge the difference between the amounts in your disclosure in your notes to the financial
statements and the amounts presented on your financial statements.  Your revised
disclosure should be presented in a level of detail consistent with your response to
comment 16.
Exhibits
10.Refer to Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm.
Please revise the consent of Marcum LLP so it references the correct dual dating of its
report on the audited financial statements of the Genesis Group Limited and Subsidiaries
included on page F-3 of the registration statement.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 February 9, 2022 Page 4
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
February 9, 2022
Page 4
            You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin S. Reichel

CORRESP
1
filename1.htm

VIA EDGAR

January 25, 2022

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Nicholas Lamparski

Re: Genius Group Ltd.

Amendment No. 4 to Registration Statement
on Form F-1

Filed December 30, 2021

File No. 333-257700

Dear Mr. Lamparski,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on January 18, 2022, regarding
the Registration Statement on Form F-1 filed with the Commission on December 30, 2021.

    1 of 18

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 5 (“Amendment No. 5”) to the Registration
Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and
page references herein correspond to those set forth in Amendment No. 5.

Amendment No. 4 to Registration Statement
on Form F-1 Filed December 30, 2021

Cover Page

1. Please revise the graphics on the inside
of the registration statement cover page to present a balanced view of your business following the IPO. For example, you highlight
that you have a government accredited curriculum that covers ages 0 to 100 years old, however it appears that the only accredited program
is that offered by University of Antelope Valley, which covers less than 1% of the total students included in the post-IPO combined company.
Similarly, you note that you have 2.1M students learning from over 200 countries around the world, but GeniusU alone has over 90% of these
students, and nearly all of these students are free students. In addition, only GeniusU and PIN operate internationally. Please revise
to remove any suggestion that the statements made in these graphics apply to the post-IPO combined company in its entirety. Please consider
presenting each of the claims made on this page separately for each post-IPO business so that the investor understands how such claims
apply to each of the post-IPO businesses. In addition, where you present the graphic implying that you cover education from "Prep
0-1" through "Mentor 18-100+," please include the number of students enrolled at each of these levels, the number of students
that are paying students, the businesses which include such students, the location of these business, and their contribution to overall
revenue. For example, for "Prep 0-1" indicate that this subset is covered by Education Angels, which operates only in New Zealand,
specify the number of students at ages 0-1, and indicate the percentage of revenue that comes from this subset. Please include similar
revisions elsewhere, such as in your Business section where you discuss accredited courses, global faculty, and a "100 Year Curriculum."

    2 of 18

Response: We have substantially amended
the opening graphics to clarify a balanced view of our business following the IPO in the following areas:

 ● We have amended the first page graphic to qualify which facts and figures relate to which companies,
and we have taken the Staff’s suggestion to present each of the claims made for each post-IPO business so that the investor understands
how such claims apply to each of the post-IPO businesses.

 ● We have amended the second page graphic to clarify that our Genius Curriculum is part of our post-IPO
plan with the text “Following our IPO, we aim to develop the Genius Group into a lifelong learning Genius Curriculum from early-learning
education to primary and secondary school, university and adult learning. We plan to personalize a learning path unique to each student’s
needs with our GeniusU Edtech platform.”

 ● We have further amended the second page Genius Curriculum graphic to include the companies together
with statistics related to include the number of students enrolled at each of these levels, the number of students that are paying students,
the businesses which include such students, the location of these businesses, and their contribution to overall revenue.

 ● We have amended the “Our Genius Curriculum - Our Courses, Products and Services” section on
pages 16 and 143 to include a similar explanation and breakdown of how each of the Group companies proportionally contribute towards
the post-IPO Group in context of the different stages of the Genius Curriculum.

 ● In addition, we have revised the order of PIN to follow UAV on pages 14, 16, 129 and 130 in order
that the reader will consistently see the four Pre-IPO Group companies and four IPO Acquisitions in the same sequential order throughout
the graphics and text of the Registration Statement.

    3 of 18

Prospectus Summary, page 4

2. Please tell us why "Students"
is defined to include only members of GeniusU. Please also include a definition for "Partners" and explain whether "Partners"
is defined similarly within each post-IPO business.

Response: We have amended the definition
of “Students” and added a definition for “Partners” in the Glossary section on page 5 to provide a consistent
definition across all Pre-IPO Companies and IPO Acquisitions, with the following definitions:

 ● “students refer to all individuals who have registered for courses in our Group companies.
This is further divided into free students, who have registered for free courses, and paying students, who have registered and paid for
courses.”

 ● “Partners refer to all individuals who are creating, marketing, delivering or hosting courses
on GeniusU and PIN, and all faculty members delivering courses in all other Group companies.”

3. Please include a comprehensive and prominent
description of the operations of the post- IPO company at the beginning of the prospectus summary. In this disclosure, please disclose
the number of students (both free and paying) for each business, the countries of operation, and the percentage contribution to overall
revenue for each business. Consider including such disclosure in a chart or graphic so that the importance of each business to the overall
operations of the company is clear to the investor. Please also specify which business(es) have started using your education tools and
entrepreneur programs. For those businesses that do not use such tools or programs, please indicate when you expect to integrate them
into the business(es). Please include similar disclosure at the beginning of your Business section.

Response: We have added a third page graphic
at the beginning of the prospectus which expands on the description of each of the eight companies in the post-IPO Group, with a summary
of how each business fits into the Group together with the number of students (both free and paying) for each business, the countries
of operation, and the percentage contribution to overall revenue for each business. We have also repeated this graphic at the beginning
of the Business section on page 130.

    4 of 18

We have moved the revenue growth graphic
as a fourth page graphic at the beginning of the prospectus to provide further clarity to the investor on the proportional importance
of each business to the overall operations of the company.

We have also specified in the Prospectus
Summary section on page 16 and in the Business section from page 136 which of the businesses are already integrating with GeniusU
and our Genius Curriculum, together with which have not, and our post-IPO plans to integrate them.

Overview

A Brief History, page 10

4. In the fourth paragraph on page 11,
you compare your actual revenue for 2019 with your pro forma revenue for 2020. In order to provide a more balanced presentation, please
revise to also discuss your actual revenue for 2020 as compared to 2019.

Response: We have amended the Registration
Statement in the fourth paragraph onwards on page 9 to also discuss our actual revenue for 2020 as compared to 2019.

    5 of 18

Risk Factors

Risks Related to Our Business and Industry,
page 30

5. We note that your risk factor disclosure
in this section currently focuses on GeniusU, your Edtech platform, and the Pre-IPO Group. Please revise your risk factor disclosure in
this section to not only disclose risks that are specific to the Pre-IPO Group and your GeniusU Edtech platform, but also risks related
to the businesses of the IPO Acquisition companies. In this regard, we remind you that Item 3.D. of Form 20-F indicates that you
should prominently disclose risk factors that are specific to the nature of business in which you are engaged in and propose to engage
in.

Response: We have reorganized the Summary
Risk Factors section on pages 17 to 21 together with the Risk Factors section beginning on page 30, and we have added additional
risk factors to include risks related to the businesses of the IPO Acquisitions, using the following section headers:

 ● Risks related to our Business and Industry (All Group companies)

 ● Risks related to our Business and Industry (More specific to Pre-IPO Group)

 ● Risks related to our Business and Industry (More specific to IPO Acquisitions)

 ● Risks Related to Investing in a Foreign Private Issuer or a Singapore Company

 ● Risks Related to this Offering and Ownership of Ordinary Shares

Selected Combined and Consolidated Financial
Data

Summary Combined Unaudited Pro Forma Financial
Data for Genius Group (Including IPO Acquisitions), page 67

6. Reference is made to footnote (10). Please
explain your basis for presenting Property Investors Network financial information in your pro forma financial information as the combination
of Property Investors Network Ltd and Mastermind Principles Ltd. You disclose that the companies are not consolidated for historical reporting
purposes as neither is a parent company of the other. Please advise or revise. Also, given that the financial statements for each of these
entities that are included as exhibits to your filing were not presented in accordance with IFRS, please explain why no adjustments were
required to convert these entities' financial information to IFRS for purposes of the pro forma presentation.

    6 of 18

Response: We have presented the Property
Investors Network financial information in our pro forma financial information as the combination of Property Investors Network Ltd and
Mastermind Principles Ltd for the following two reasons:

 1. That the companies are under common control and each provide different components for the single operating
business known as Property Investors Network. The companies have been under common control for the entire period for which the financial
statements are presented, and as such are combined in the pro forma financial information to reflect an approach that is similar to the
accounting policy of the Pre-IPO Group for common control business combinations (i.e. to present the financial statements as a combination
of the results of the common control entities from the beginning of the earliest period presented) with inter-company balances and adjustments
identified and eliminated.

 2. We believe this approach best aligns with the requirements of assessing significance of an acquisition
under which related businesses should be treated as if they are a single business combination (Rule 3-05 of Regulation S-X). The
SEC Financial Reporting Manual paragraph 2020.9 states that “... financial statements for the related businesses that are under
common control or management may be, but are not required to be, presented on a combined basis for any annual or interim periods specified
in S-X 3-05 for which the businesses are under common control or management”.

We consider that footnote (10) provides
a sufficient bridge from the separate audited financial statements of the two companies to the single column presentation in the pro forma
financial statements.

To provide additional clarity, we have
amended the Registration Statement on page 69 at footnote (10) to clarify the reasons for the combination in the pro forma financial
information.

    7 of 18

With reference to the Staff’s
request to explain why no adjustments were required to convert the financial information of Property Investors Network Ltd and Mastermind
Principles Ltd to IFRS for purposes of the pro forma presentation, the reason is that there are no material IFRS differences. This is
disclosed in footnote (1) to the pro forma financial information on page 65 as follows:

“Except as explained in footnote
6, there are no material IFRS differences for the IPO Acquisitions that are not prepared under IFRS. As such, no adjustments are required
or have been made to the financial statements of the IPO Acquisitions to align with IFRS.”

We would like to bring it to the Staff’s
attention that we have made an adjustment to record a material difference between the U.S. GAAP financials and IFRS for the University
of Antelope Valley. As stated in the footnote on page 68, under pro forma financials, we have made the adjustment to record the material
differences between the U.S. GAAP and IFRS for the University of Antelope Valley by adjusting the right of use assets and liabilities
to account for operating leases. The amount of $6.1 million is adjusted on the pro forma balance sheet under non-current assets and liabilities
for the period ending June 30, 2021.

7. Reference is made to footnote (10)(A), Profit
and Loss. It appears that the net income after tax and total income of Mastermind Principles and Property Investors Network in GBP for
the six months ended June 30, 2021 should be $867 rather than $1,867. Please advise or revise.

Response: We have amended the Registration
Statement to revise footnote (10)(A), profit and loss for the six months ended June 30, 2021, on page 71 to reflect the correct
numbers for net income after tax and total income of Mastermind Principles and Property Investors Network in GBP.

    8 of 18

Summary Historical Financial Data for Property
Investors Network, page 77

8. You disclose that the detailed combined
financial data includes the audited financial data for Property Investors Network, however, we note that the audited financial data is
for Property Investors Network Limited and Mastermind Principles Ltd. as individual companies rather than on a combined basis. Please
revise your disclosure as appropriate.

Response: We have defined Property Investors
Network in the Glossary on page 5 as follows: “Property Investors Network (or PIN) refers to Property Investors Network Ltd.
combined with its sister company Mastermind Principles Limited, a United Kingdom (“U.K.”) private limited company and one
of the IPO Acquisitions as defined above”.

The companies each provide different
components for the single operating business known as Property Investors Network - one hosts events, and the other operates educational
programs and masterminds (a group of students, led by a mentor facilitator, who meet to learn and support each other. For the purposes
of its acquisition by Genius Group Ltd, PIN is viewed as one operation.

Although the pro forma financial information
presents combined and consolidated amounts in a single column, as reconciled in footnote (10) to the pro forma and as discussed in
the response to comment 6 above, the audited financial statements are presented for each company separately.

In order to be clear regarding the presentation
of historical financial data, we have amended the Registration Statement on page 79 under “Summary Historical Financial Data
for Property Investors Network” to clarify that the financial data is not combined and to remove reference to the Glossary definition,
and also to reference footnote (10) to the pro forma in order to clarify the distinction between the historical data presentat

United States securities and exchange commission logo
January 18, 2022
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed December 30, 2021
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 15, 2021 letter.
Amendment No. 4 to Registration Statement on Form F-1 Filed December 30, 2021
Cover Page
1.Please revise the graphics on the inside of the registration statement cover page to present
a balanced view of your business following the IPO.  For example, you highlight that you
have a government accredited curriculum that covers ages 0 to 100 years old, however it
appears that the only accredited program is that offered by University of Antelope Valley,
which covers less than 1% of the total students included in the post-IPO combined
company.  Similarly, you note that you have 2.1M students learning from over 200
countries around the world, but GeniusU alone has over 90% of these students, and nearly
all of these students are free students.  In addition, only GeniusU and PIN operate
internationally.  Please revise to remove any suggestion that the statements made in these

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graphics apply to the post-IPO combined company in its entirety.  Please consider
presenting each of the claims made on this page separately for each post-IPO business so
that the investor understands how such claims apply to each of the post-IPO businesses.
In addition, where you present the graphic implying that you cover education from "Prep
0-1" through "Mentor 18-100+," please include the number of students enrolled at each of
these levels, the number of students that are paying students, the businesses which include
such students, the location of these business, and their contribution to overall revenue.
For example, for "Prep 0-1" indicate that this subset is covered by Education Angels,
which operates only in New Zealand, specify the number of students at ages 0-1, and
indicate the percentage of revenue that comes from this subset.  Please include similar
revisions elsewhere, such as in your Business section where you discuss accredited
courses, global faculty, and a "100 Year Curriculum."
Prospectus Summary, page 4
2.Please tell us why "Students" is defined to include only members of GeniusU.  Please also
include a definition for "Partners" and explain whether "Partners" is defined similarly
within each post-IPO business.
3.Please include a comprehensive and prominent description of the operations of the post-
IPO company at the beginning of the prospectus summary.  In this disclosure, please
disclose the number of students (both free and paying) for each business, the countries of
operation, and the percentage contribution to overall revenue for each business.  Consider
including such disclosure in a chart or graphic so that the importance of each business to
the overall operations of the company is clear to the investor.  Please also specify which
business(es) have started using your education tools and entrepreneur programs.  For those
businesses that do not use such tools or programs, please indicate when you expect to
integrate them into the business(es).  Please include similar disclosure at the beginning of
your Business section.
Overview
A Brief History, page 10
4.In the fourth paragraph on page 11, you compare your actual revenue for 2019 with your
pro forma revenue for 2020.  In order to provide a more balanced presentation, please
revise to also discuss your actual revenue for 2020 as compared to 2019.
Risk Factors
Risks Related to Our Business and Industry, page 30
5.We note that your risk factor disclosure in this section currently focuses on GeniusU, your
Edtech platform, and the Pre-IPO Group.  Please revise your risk factor disclosure in this
section to not only disclose risks that are specific to the Pre-IPO Group and your GeniusU
Edtech platform, but also risks related to the businesses of the IPO Acquisition
companies.  In this regard, we remind you that Item 3.D. of Form 20-F indicates that you

 FirstName LastNameRoger Hamilton
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 January 18, 2022 Page 3
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
January 18, 2022
Page 3
should prominently disclose risk factors that are specific to the nature of business in which
you are engaged in and propose to engage in.
Selected Combined and Consolidated Financial Data
Summary Combined Unaudited Pro Forma Financial Data for Genius Group (Including IPO
Acquisitions), page 67
6.Reference is made to footnote (10).  Please explain your basis for presenting Property
Investors Network financial information in your pro forma financial information as the
combination of Property Investors Network Ltd and Mastermind Principles Ltd.  You
disclose that the companies are not consolidated for historical reporting purposes as
neither is a parent company of the other.  Please advise or revise.  Also, given that the
financial statements for each of these entities that are included as exhibits to your filing
were not presented in accordance with IFRS, please explain why no adjustments were
required to convert these entities' financial information to IFRS for purposes of the pro
forma presentation.
7.Reference is made to footnote (10)(A), Profit and Loss.  It appears that the net income
after tax and total income of Mastermind Principles and Property Investors Network in
GBP for the six months ended June 30, 2021 should be $867 rather than $1,867.  Please
advise or revise.
Summary Historical Financial Data for Property Investors Network, page 77
8.You disclose that the detailed combined financial data includes the audited financial data
for Property Investors Network, however, we note that the audited financial data is
for Property Investors Network Limited and Mastermind Principles Ltd. as individual
companies rather than on a combined basis.  Please revise your disclosure as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations
The Impact of the COVID-19 Pandemic on Operations, page 83
9.Please update and expand your discussion of the COVID-19 pandemic in this section to
provide a more complete account of the effects that the pandemic has had on your
operations and financial condition, including such effects that occurred during the six
months ended June 30, 2021.  For instance, we note your disclosure in your results of
operations discussion on page 110 that UAV's revenues for the six months ended June 30,
2021 decreased by $1.04 million as a result of the negative impacts it experienced from
the COVID-19 pandemic, yet your disclosure in this section only accounts for the
decreases in UAV's revenue as a result of the pandemic for fiscal year 2020.  Similarly,
your disclosure in this section indicates that portions of the PPP loan UAV received may
be forgiven, while the disclosure in your results of operations discussion on pages 99
and 110 indicates that such loan was forgiven during the six months ended June 30, 2021.
As a related matter, please revise to discuss how the effects your IPO Acquisition
companies have experienced from the pandemic has or will impact their ability to

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 January 18, 2022 Page 4
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
January 18, 2022
Page 4
contribute to your digital education revenue, as you have with respect to the companies in
the Pre-IPO Group.  Please also make conforming changes to your Business Impact of the
COVID-19 Pandemic section starting on page 115.  For additional guidance, refer to the
Commission's CF Disclosure Guidance: Topics No. 9 and 9A.
Results of Operations, page 97
10.Please expand your discussion of your results of operations for the periods presented to
provide greater analysis of the reasons why there were significant changes in your
financial statement line items between periods, including additional quantification and
discussion of the significant factors and drivers materially affecting such results.  For
example, provide an explanation as to why PIN experienced the highest revenue growth
with $3.2 million pro forma Digital Education Revenue for the six months ended June 30,
2021.  Refer to Item 5.A. of Form 20-F.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020 (Income
Statement), page 97
11.You disclose that the reason for UAV's decline in revenue was due to "uncertainties
within students to the prolonged lock down in the first half of 2021."  Please explain what
is meant by "uncertainties," and whether this means that students disenrolled or otherwise
decided not to attend.  Please also reconcile this with your statement on page 92 that new
student growth "has continued in 2021" and with your disclosure on page 91 that
education revenue "appears to decrease . . . mainly due to the seasonality" of UAV.  To
the extent that seasonality is responsible for the decline in revenue, please explain its
specific impact.
Credit Facility, page 111
12.Please revise your disclosure in this section to explain the material terms of PIN's and
UAV's credit facilities, including the amount available for borrowing and maturity
date under each credit facility.
Related Party Transactions, page 197
13.Please update this section to reflect all related party transactions that occurred since the
beginning of the three preceding fiscal years up to the date of the registration statement on
Form F-1, including the $348,000 loan payable to related parties for the acquisition of
Entrepreneurs Institute that you made during the six months ended June 30, 2021.  See
Item 4(a) of Form F-1 and Item 7.B. of Form 20-F.
Legal Matters, page 240
14.Please indicate who is opining on the legality of the underwriter's warrants being
registered on the registration statement, as well as the ordinary shares underlying the
warrants, and include an opinion as an exhibit to the registration statement, as well as the

 FirstName LastNameRoger Hamilton
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 January 18, 2022 Page 5
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
January 18, 2022
Page 5
written consent of counsel required by Securities Act Rule 436.
Experts, page 240
15.Please revise your discussion to reference all of the independent registered public
accountants or auditors whose reports are included in the filing or as an exhibit to the
filing.
Genius Group Limited and Subsidiaries Consolidated Financial Statements
Note 4. Business Combinations, page F-23
16.Your disclosure on page F-26 indicates that the difference between the purchase
consideration for the Entrepreneur Resorts acquisition and the net assets acquired of
$25,190,856 was recorded to reserves in your financial statements.  Please explain why
this amount does not agree to the amount reflected in your statement of changes in
stockholders' equity for 2020 of $20,379,513.  Also, your disclosure on page F-25
indicates that the consideration for this acquisition consisted of Genius Group Ltd.
ordinary shares of $30,997,810.  However, your statement of changes in shareholders
equity for the period indicates ordinary shares in the amount of $17,798,374 were issued
for this acquisition.  Please advise or revise as appropriate.
Exhibits
17.Refer to the consents of SKS Bailey Group Ltd. filed as Exhibits 23.3 and 23.4.  These
consents reference an audit report on the financial statements for the years ended
December 31, 2020 and 2019 and accountant's review reports for the six months ended
June 30, 2021 and 2020.  However, the audit report and review report reference only the
year ended December 31, 2020 and six months ended June 30, 2021.  Please have
the independent accountant revise its consent or audit report to correct this discrepancy.
General
18.We reissue comment 7 in part, as you have not updated your disclosure on pages 177, 178,
183, and 185 to indicate that the extending letters have been amended to extend the IPO
deadline for each of the IPO Acquisitions.  Please revise your disclosure accordingly.
19.Please revise to disclose the measure (e.g., revenues, number of students, etc.) by which
you believe that:

•you are a "world leading entrepreneur Edtech and education group," as you had
previously included, but recently deleted (see pages 5, 82, and 118);

•PIN is the "largest property investor network in England" (see pages 14, 126, and
184);

•you have a dominant position within the global market for entrepreneur education

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 Comapany NameGenius Group Ltd.
 January 18, 2022 Page 6
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Roger Hamilton
Genius Group Ltd.
January 18, 2022
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(see pages 17 and 162);

•E-Square is "South Africa’s leading entrepreneur education campus" (see pages 14,
125, and 177); and

•you are the "world's most widely used entrepreneur assessment tools" (see page 161).
            You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin S. Reichel

CORRESP
1
filename1.htm

VIA EDGAR

December 30, 2021

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Nicholas Lamparski

Re: Genius Group Ltd.

Amendment No. 3 to Registration Statement
on Form F-1

Filed November 23, 2021

File No. 333-257700

Dear Mr. Lamparski,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on December 15, 2021, regarding
the Registration Statement on Form F-1 filed with the Commission on November 23, 2021.

    1 of 13

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 4 (“Amendment No. 4”) to the Registration
Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and
page references herein correspond to those set forth in Amendment No. 4.

    2 of 13

Amendment No. 3 to Registration Statement
on Form F-1 Filed November 23, 2021

Key Business Metrics

Education segment - Genius Group (including
IPO Acquisitions), page 26

1. We note your response to our prior comment
4. Please tell us and disclose why you believe it is appropriate to present a conversion rate in your operating data tables on pages 26-27
for UAV, Education Angels, and E-square given they do not operate under a "freemium" model at present and, thus, do not have
any free students that can convert into paying students. In the alternative, please revise your disclosure in the operating data tables,
and elsewhere as appropriate, to indicate that the conversion rates for UAV, Education Angels, and E-Square are "N/A" for the
periods presented.

Response:
The 100% conversion rates in the tables followed the definition and calculation of the conversion rates within the “Management
Discussion & Analysis - Key Business Metrics and Non-IFRS Financial Measures” section of the registration statement which
defines the ratio as follows: “Conversion rate is calculated as the total students (including free students and paying students)
converting into paying students and is derived by dividing the number of new paying students by the total number of new students.”

However, we note the Staff’s comment
that as UAV, Education Angels, and E-Square are not yet operating under a "freemium" model, it is more appropriate to show this
conversion rate as “N/A”. Accordingly, we have amended the registration statement to include “N/A” on the operating
data table on pages 27 to 28 and to also explain why we are showing “N/A” for the conversion rate of these three companies
on page 93 under section “Conversion Rate”.

    3 of 13

Management's Discussion and Analysis of Financial
Condition and Results of Operations Key Business Metrics and Non-IFRS Financial Measures

Key Business Metrics, page 74

2. We note your response to our prior comment
11, and that the education revenue appearing in the operating data table under Entrepreneur Resorts "consisted of the hosting fees
paid by GeniusU Ltd for hosting the courses" and "should not be recognized as education revenue." Given your response suggests
that such fees should not be recognized as education revenue, please tell us why you have revised the operating data presented in the
tables on pages 26 and 27 to account for such fees as education revenue generated under GeniusU.

Response:
In our management accounts, Entrepreneur Resorts recorded hosting fees charged to GeniusU Ltd. as education revenue, while
GeniusU Ltd. recorded the full amount charged to students as education revenue. In the operating data table as presented in Amendment
No. 2, Entrepreneur Resorts’ hosting fee was shown as education revenue of Entrepreneur Resorts, and the same amount was deducted
from education revenue of GeniusU to avoid double-up.

Based on the Staff’s previous
comment enquiring as to whether Entrepreneur Resorts was actually generating revenues from education, we clarified that Entrepreneur Resorts
was not charging for education courses, but rather was charging GeniusU Ltd. for hosting fees in order to utilize its venues, which is
part of the total course fee charged to students.

Accordingly, we returned the full amount
of education revenue from these courses in the segment reports on pages 27 and 28 to GeniusU Ltd., rather than dividing the amount
between GeniusU Ltd. and Entrepreneur Resorts. This reflects the elimination of inter-company revenue that occurred on consolidation.
On this basis, the segment report correctly shows the total educational revenue for the group, which has not changed based on the reallocation,
and that this education revenue is recognized and received by GeniusU Ltd and the other education companies within the group, and not
by Entrepreneur Resorts.

    4 of 13

Rather than our previous statement that
the Entrepreneur Resorts revenue should not be recognized as education revenue, our response is clarified to state that Entrepreneur Resorts
inter-company revenue has been eliminated in the Group’s consolidated financial reporting and metrics.

Business, page 103

3. We note your revised disclosures in response
to our prior comment 13. Please provide additional detail about how each of the IPO Acquisition companies fit into your "Entrepreneur
Education Vision" and "Genius Learning Methodology," and explain how the IPO Acquisitions have a learning methodology of
 "Andragogy." By way of example only, please clarify how UAV fits into your "Genius Learning Methodology" when the
methodology is based on “Andragogy,” but your disclosure on page 121 indicates that UAV follows "more of a pedagogical
approach." Similarly, please explain how E- Square fits into your "Genius Learning Methodology," when your disclosure on
page 121 indicates that E-Square requires "a level of pedagogy."

Response:
We have amended the “Our Curriculum - Our Genius Learning Methodology” section on page 129 with the following
wording: “Many learning methodologies are based on “Pedagogy”. Our Genius learning methodology is based on “Andragogy”.
This is an important difference, as the IPO Acquisitions that we have chosen also have a shared learning methodology of Andragogy, or
the potential for such a methodology to be added based on our post-acquisition growth plans.”

We have also stated in the introductory
paragraph of the “Our Curriculum - Our Entrepreneur Education Vision” section: “Our vision is of an education system
based on our definition of “entrepreneur education” above, which can be developed and delivered globally, providing personalized
discovery-based learning at all ages. Each of our Pre-IPO Group companies and IPO Acquisitions share a similar vision and have been striving
to deliver on this vision to varying degrees. We provide more details of this, together with the commonality and differences between the
companies with respect to our Genius Curriculum below.”

    5 of 13

We believe that these two sections,
combined with the other sections within the “Our Curriculum” section, provide the investors and readers of the registration
statement with the context that the IPO Acquisitions fit into both the vision and the methodology of our curriculum partly by virtue of
their previous history to varying degrees and partly by virtue of the future plans we have for each of the companies.

To further clarify the difference between
the degree to which each IPO Acquisition already follows our vision or methodology, and the degree to which they will follow our vision
and methodology based on our post-acquisition growth plans, we have added further details in the “Our Curriculum - Our Companies,
Present and Future” on page 133 for each of the IPO Acquisition companies as follows:

“EDUCATION
ANGELS: While it may appear unusual for an early learning company’s curriculum to be seen as entrepreneurial, based on
our definition of Entrepreneur Education as personalized discovery-based learning, we see Education Angels’ curriculum as being
entrepreneurial in nature. The original founder of Entrepreneurs Institute was inspired by Green School’s entrepreneurial approach
to education in a similar way to Genius Group Ltd.’s CEO Roger Hamilton, and has been a long-term student and partner of Genius
Group Ltd, utilizing the following elements of the Genius Curriculum in the development of the Education Angels’ current curriculum:

 Þ Entrepreneur Education Vision: Education Angels shares a similar vision of equipping parents and
young children with early learning tools and programs to create a personalized, discovery-based learning experience for both parents and
their children. Our plan is to expand on this vision through the additional adult and family programs we will be introducing, that provide
each family member with a relevant, personalized learning path.

    6 of 13

 Þ Genius Learning Methodology: The Education Angels system is based on the “Andragogy”
methodology of self-directed learning and “learning by doing”, with educators beginning with the personal character, traits
and passions of the parents and children, and providing a learning environment for the children to learn through interaction and discovery.
We plan to extend this “Andragogy” approach by introducing the gamification elements explained within our 10 Genius Principles,
and by providing parents and teachers with our tools on GeniusU.

E-SQUARE:
E-Square was established to deliver an entrepreneurial education for primary school and secondary school students, with opportunities
for them to launch their own companies and learn technology and vocational skills. Their stated mission is: “To produce self-motivated
individuals who are ready to compete in a global business or Corporate Environment or even become better self-motivated, successful Entrepreneurs.
E-Square and its team were referred to Genius Group Ltd. by our entrepreneur community in South Africa as a recommended addition to our
Genius Curriculum, and this led to the current acquisition. E-Square already shares various elements of the Genius Curriculum:

 Þ Entrepreneur Education Vision: E-Square shares a similar vision of empowering students to learn
through a personalized, discovery-based process where they gain the entrepreneurial, vocational and leadership skills to be able to “create
a job” instead of “get a job”. Its mobile-based online system enables teachers to manage personalized learning pathways
for each student whether they are in class or learning remotely. After the acquisition is closed we plan to expand this system through
GeniusU to the families in our global community who want their children to follow a similar system as part of their primary or secondary
school education. We believe that the combination of E-Square’s current tools, together with our GeniusU platform and our shared
vision, will enable us to reach children and primary and secondary school level globally.

    7 of 13

 Þ Genius Learning Methodology: While primary and secondary school require a level of pedagogy in
order for students to pass the standardized tests required to achieve a high school diploma, E-Square is also practicing a degree of self-directed
and self-paced learning by providing students with options they can choose from that are relevant to their passions and path. In this
way, they have already introduced a degree of discovery-based learning principles of andragogy to combine with the current pedagogy. We
plan to expand these discovery-based options with the courses and personalized learning tools we will deliver on GeniusU. These will also
include credits towards their education, together with multiple exits from high school, including university, vocational training or starting
a business. We believe this will result in an increasingly personalized, gamified and discovery-based approach to our Genius curriculum
for school students.

University
of Antelope Valley: UAV was originally established by two entrepreneurs to provide vocational training in the medical field.
This has since developed into an accredited university offering both vocational certifications and academic degree programs while maintaining
a vision of entrepreneurial education where the end goal is not just graduation, but creating productive leaders within the community.
UAV already shares the following aspects of the Genius Curriculum:

 Þ Entrepreneur Education Vision: UAV’s mission statement reads “The University of Antelope
Valley offers higher education that enables students to achieve their academic, career, and personal goals, thereby allowing them to become
valuable assets to their communities.” The university shares Genius Group Ltd’s entrepreneur education vision and the faculty
and staff are ready to implement the various elements of the Genius Curriculum post-acquisition. These elements are detailed below, and
they include expanding on our common vision of personalized, self-directed education through the courses and programs we plan to introduce,
including the student-led courses, summits and festivals detailed in the “Courses, Products and Services” section below.

    8 of 13

 Þ Genius Learning Methodology: UAV has been following more of a pedagogical approach in the delivery
of its certification and degree programs, whereby students are required to follow the same course content directed towards standardized
testing. However, UAV also attracts students as a result of its student-led learning and experiences, including its sports and extra-curricular
programs, and corporate partnerships and placements. Our plan is to introduce to UAV students a more andragogical approach in which they
can take free or paid courses outside of or additional to a full-time degree program as part of their learning journey, with these courses
adding to their education credits, with each student using GeniusU to deliver a more personalized, gamified, engaging learning journey
using the 10 Genius Principles and C.L.E.A.R. philosophy.”

Please note we have not included any
amendments to the fourth IPO Acquisition, PIN, as we believe we have already expressed clearly in the registration statement that the
PIN vision and methodology are already very aligned with the companies in the IPO Group.

Genius Group Limited and Subsidiaries Financial
Statements

Note 2. Summary of Significant Accounting Policies

Business Combinations, page F-9

4. After careful consideration of the information
discussed in our recent conference calls with the Company on November 15 and November 29, 2021, as well as the guidance in IAS
8 and its accompanying Guide, the Staff objects to the Company’s accounting policy to account for its business combinations under
common control using a blended approach of the acquisition and book value methods. Based on the requirements in IAS 8, paragraph 11, and
Step 2 within its accompanying Guide, the Staff does not believe it is appropriate to selectively apply certain requirements and modify
(or omit) other applicable requirements of a standard applied by analogy when developing and applying the Company’s accounting policy.
Please revise your financial statements for all periods presented to account for your common control mergers using an accounting policy
for business combinations under common control based on applicable authoritative accounting literature (i.e., acquisition or book value
methods).

Response: We thank the Staff for arranging
the series of conference calls in order to give our management and advisors an opportunity to explain our rationale for taking a blended
approach with regards to our accounting treatment for the business combinations under common control.

    9 of 13

Based on the

United States securities and exchange commission logo
December 15, 2021
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed November 23, 2021
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 15, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-1 Filed November 23, 2021
Key Business Metrics
Education segment - Genius Group (including IPO Acquisitions), page 26
1.We note your response to our prior comment 4.  Please tell us and disclose why you
believe it is appropriate to present a conversion rate in your operating data tables on pages
26-27 for UAV, Education Angels, and E-square given they do not operate under a
"freemium" model at present and, thus, do not have any free students that can convert into
paying students.  In the alternative, please revise your disclosure in the operating data
tables, and elsewhere as appropriate, to indicate that the conversion rates for UAV,
Education Angels, and E-Square are "N/A" for the periods presented.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 December 15, 2021 Page 2
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
December 15, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics and Non-IFRS Financial Measures
Key Business Metrics, page 74
2.We note your response to our prior comment 11, and that the education revenue
appearing in the operating data table under Entrepreneur Resorts "consisted of the hosting
fees paid by GeniusU Ltd for hosting the courses" and "should not be recognized as
education revenue."  Given your response suggests that such fees should not be
recognized as education revenue, please tell us why you have revised the operating data
presented in the tables on pages 26 and 27 to account for such fees as education revenue
generated under GeniusU.
Business, page 103
3.We note your revised disclosures in response to our prior comment 13.  Please provide
additional detail about how each of the IPO Acquisition companies fit into your
"Entrepreneur Education Vision" and "Genius Learning Methodology," and explain how
the IPO Acquisitions have a learning methodology of "Andragogy."  By way of example
only, please clarify how UAV fits into your "Genius Learning Methodology" when the
methodology is based on “Andragogy,” but your disclosure on page 121 indicates
that UAV follows "more of a pedagogical approach."  Similarly, please explain how E-
Square fits into your "Genius Learning Methodology," when your disclosure on page 121
indicates that E-Square requires "a level of pedagogy."
Genius Group Limited and Subsidiaries Financial Statements
Note 2. Summary of Significant Accounting Policies
Business Combinations, page F-9
4.After careful consideration of the information discussed in our recent conference calls
with the Company on November 15 and November 29, 2021, as well as the guidance in
IAS 8 and its accompanying Guide, the Staff objects to the Company’s accounting policy
to account for its business combinations under common control using a blended approach
of the acquisition and book value methods.  Based on the requirements in IAS 8,
paragraph 11, and Step 2 within its accompanying Guide, the Staff does not believe it is
appropriate to selectively apply certain requirements and modify (or omit) other
applicable requirements of a standard applied by analogy when developing and applying
the Company’s accounting policy.  Please revise your financial statements for all periods
presented to account for your common control mergers using an accounting policy for
business combinations under common control based on applicable authoritative
accounting literature (i.e., acquisition or book value methods).
Exhibits
5.Reference is made to Exhibit 23.1.  Please revise the consent to indicate that the report is

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 December 15, 2021 Page 3
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
December 15, 2021
Page 3
dated July 3, 2021, except for both Note 2, “Business Combinations,” and Note 28, as to
which the date is October 20, 2021.
General
6.We note your response to comment 17, however, we continue to believe that the
disclosure should be further revised to present a comprehensive and balanced picture of
the post-IPO company.  As one example, we note that the Management's Discussion and
Analysis focuses primarily on GeniusU and provides only a limited discussion of the IPO
Acquisition companies in the pro forma discussion.  Given that the IPO Acquisition
companies contributed the majority of revenues to your pro forma revenue for 2020, and
that 40% of such revenue was from University of Antelope Valley in particular, we
believe that information about the financial performance of the IPO Acquisition
companies, as well as trends or material commitments, is material to an investor.  Please
revise accordingly, or tell us why you believe such disclosure is not required.
7.According to the Extending Letters filed as exhibits 2.8, 2.9, 2.10 and 2.11, your purchase
agreements for the IPO Acquisition companies are subject to termination if you do not
complete your IPO by specified dates, the majority of which fall in December 2021.
Please update your disclosure and exhibits to disclose the status of such agreements,
whether you have amended such agreements to extend the IPO deadline, and any
consideration that you have paid as part of such amendments.
            You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Benjamin S. Reichel

CORRESP
1
filename1.htm

VIA EDGAR

November 22, 2021

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Nicholas Lamparski

Re: Genius Group Ltd

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

Filed October 20, 2021

File No. 333-257700

Dear Mr. Lamparski,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on November 15, 2021, regarding Amendment
No. 2 to the Registration Statement on Form F-1 filed with the Commission on October 20, 2021.

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 3 to the Registration Statement on Form F-1 (“Amendment
No. 3”), which is being filed with the Commission contemporaneously with the submission of this letter. Caption and page references
herein correspond to those set forth in Amendment No. 3.

    1 of 15

Amendment No. 2 to Registration Statement
on Form F-1 Filed October 20, 2021

Prospectus Summary

Overview

Our Company, page 5

1. We note your revised disclosure in response
to comment 3, and reissue the comment in part. Please enhance your disclosure in this section to explain how your entrepreneur curriculum
relates to the businesses of Education Angels, E-Square, and University of Antelope Valley. In particular, please tell us why a childcare
program for 0-5 year-olds (Education Angels), a school with general education curriculum for pre-primary and secondary school programs
(E-Square) and a university with a general education program (University of Antelope Valley) are actually specific entrepreneur education
programs.

Response: We have added wording in the
 “Our Company” section on page 5 of Amendment No. 3 in which we explain how our entrepreneur curriculum relates to the IPO
Acquisitions, Education Angels, E-Square, and University of Antelope Valley. This reads as follows:

“The four IPO Acquisitions deliver
education solutions at age ranges from infant to adult: Education Angels is focused on home-based Infant and Pre-K education; E-Square
is focused on primary and secondary school; UAV is focused on college and university education; and PIN is focused on adult education.
We plan to combine their education programs with our current education programs and Edtech platform as part of one lifelong learning system,
and we have selected these acquisitions because they already share aspects of our Genius Curriculum and our focus on entrepreneur education.”

We have added a new “Business
- Our Genius Curriculum - Entrepreneur Education Vision” section on page 105 to provide further clarity on our definition and vision
of Entrepreneur Education, together with the elements of our Genius Curriculum and an explanation on how each IPO Acquisition has commonalities
and differences in relation to these elements.

We have also added further details in
a new “Business - Our Genius Curriculum - Our Companies Present and Future” section on page 108 to explain how our entrepreneur
curriculum currently relates to each of the IPO Acquisitions, and our plans to integrate them into our Genius Curriculum.

    2 of 15

2. We note your amended disclosure in response
to comment 4, and that you plan to "continue acquiring education companies that have courses, faculty and communities . . . often
with established third-party accreditations." We also note that your financial growth model discussed on page 70 states that your
growth strategy involves growth by acquisition of education companies that add accreditation and the chart on page 125 indicates that
you intend to acquire companies with government accreditation. To provide additional context for investors, please enhance your disclosure
to explain what it means for education companies to be established with third-party accreditations or for you to acquire education companies
that add accreditation or government accreditation, including the specific standards under which such education companies would be accredited.

Response: We have added further details
in the “Our Company” section on page 5 on our acquisition strategy with reference to further details on our strategy. This
reads as follows:

“We also plan to continue acquiring
education companies that have courses, faculty and communities that we believe provide a valuable addition to our Group, often with established
third-party accreditations, and then integrating their courses into our Edtech platform and scaling the delivery of their courses through
our global faculty and student community. We provide further details on the criteria by which we are assessing education companies, their
courses, faculty, communities and accreditations for acquisition in the “Business – Our Acquisition Strategy” section
below.”

We have also provided a more detailed
explanation on our acquisition criteria, together with what it means for education companies to be established with third-party accreditations,
what it means for us to acquire education companies that add accreditation or government accreditation and the specific standards of accreditation
we are seeking in our acquisitions, in the “Business - Our Acquisition Strategy” section on page 135. This reads as follows:

“Our acquisition strategy is
not only to acquire content to supplement our core curriculum, but also industry certifications and government accreditations and funding
that our acquisition companies have earned over time. The purpose of acquiring education with courses that have earned certifications
and accreditations is in order that our students can eventually:

1.       Obtain
industry-recognized certifications as part of our Genius Curriculum that can enable them to be recognized within their chosen career,
whether they choose to start their own business or take a job with companies operating in the industry. We are initially focused on high-growth
industries where there is a demand from both employers and students for an entrepreneurial mindset together with industry-specific skills.
These include Edtech, Medtech, Fintech, Greentech and Spacetech.

    3 of 15

2.       Obtain
government-recognized accreditation at primary school, high school, college and university level, so that over time our Genius Curriculum
can progress from a supplement to the traditional education system, to a replacement of it. We are initially focused on developing a fully
accredited pathway recognized in the U.S., as such a system is also in demand by overseas students who seek for example a U.S. high school
diploma or U.S. university degree.

3.       Obtain
funding where available to bring down the cost burden of their education. This may take the form of government funding, such as in the
case of Education Angels or UAV, or industry funding or corporate sponsorship of vocational certifications.

For details of the course certifications
and accreditations that our IPO Acquisitions currently hold, please refer to the “Business – Further Company Information”
section below.”

A Brief History, page 9

3. We are still considering your response to
prior comment 6, and may have additional comments on your accounting policy and related accounting treatment for your common control acquisition
transactions.

Response: We look forward
to the Staff’s response with regards to this comment.

Key Business Metrics

Education segment - Genius Group (including
IPO Acquisitions), page 25

4. We note your response to comment 7, and
reissue the comment in part. Please revise the operating data tables in this section to clarify whether the conversion rate applies to
any of your other businesses in addition to GeniusU Ltd and Property Investors Network. In this regard, the operating data table for the
six months ended June 30, 2021 for the "Education Segment -- Genius Group (including IPO Acquisitions)" on page 25 shows that
 "conversion rate average" is used only for Entrepreneur Resorts and PIN. By contrast, the operating data table for the year
ended December 31, 2020 for the "Education Segment -- Genius Group (including IPO Acquisitions)" on page 26, suggests that "conversion
rate" is applicable to not only Entrepreneur Resorts and PIN, but also every other company within the group. Please revise to reconcile
these inconsistencies.

Response: To clarify, we define the
calculation of the conversion rate in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations
- Key Business Metrics and Non-IFRS Financial Measures” section of the registration statement as follows:

“Conversion rate is calculated
as the total students (including free students and paying students) converting into paying students and is derived by dividing the number
of new paying students by the number of new total students.”

    4 of 15

The total number of students for GeniusU
Ltd and PIN includes both free students and paying students. For all other companies, as they do not have free students for these periods,
the number of paying students is equal to the total number of students and so in those cases the conversion rate average is 100%.

As such, the conversion rate for all
companies other than GeniusU Ltd and PIN in the operating table for the year ended December 31, 2020 on page 26 was previously shown correctly
as “100%”. However, the conversion rate for all companies other than GeniusU Ltd and PIN in the operating table for the six
months ended June 30, 2021 on page 25 was previously shown incorrectly as “N/A”.

We have corrected this in Amendment
No. 3 to reconcile the inconsistency, with both tables now showing “100%” for all companies other than GeniusU Ltd and PIN.

We have also added wording in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Key Business Metrics and Non-IFRS Financial Measures”
section of the registration statement to provide a more detailed explanation of this key business metric and how it applies to the companies
currently and in the future.

This now reads as follows:

“Conversion rate is calculated
as the total students (including free students and paying students) converting into paying students and is derived by dividing the number
of new paying students by the number of new total students. Both GeniusU Ltd and Property Investors Network operate a digital freemium
model in which students initially join by attending a free course or event, and as they engage with the community they progress to further
free courses and a percentage of them progress to paid courses and paid products. Currently Entrepreneur Resorts and three of the IPO
Acquisitions, Education Angels, E-Square and University of Antelope Valley, do not have a freemium model and so do not have any free students.
As a result, their total students are made up 100% of paying students, and their current conversion rates are shown at 100% on the Key
Business Metrics tables on pages 25 and 26. Following the completion of the acquisitions, we plan to introduce the freemium model and
free courses for each of these companies, and in the future, we will also be tracking this conversion rate for total students (including
free students and paying students) converting into free students for these companies.”

5. We note your response to comment 8, and
reissue the comment in part. Please explain why you present operating data for Adjusted EBITDA margin and Net Income (Loss) Margin for
the six months ended June 30, 2021, but do not present it for fiscal 2020. Please also explain why you have not included operating data
for Adjusted EBITDA and Net Income (Loss), even though your disclosure on page 76 suggests that you use Adjusted EBITDA as a key business
metric. In addition, please revise your disclosure in this section to disclose whether the method for calculating the operating data presented
on pages 25-26 is the same for all businesses. To the extent it varies, please highlight this fact so that investors understand whether
the data is comparable across businesses.

Response: The Adjusted EBITDA and Net
Income (Loss) for fiscal 2020 was omitted due to a printing error. We have corrected this by adding these measures for all companies in
the operating data table on page 25.

    5 of 15

We confirm that the method for calculating
the operating data is the same for all companies, and we have added wording in the section “Key Business Metrics and Non-IFRS Financial
Measures” on page 73 to clarify this. This wording reads as follows:

“The methods used for calculating
the operating data presented are consistent and the same for all businesses in the Group, including the Pre-IPO Companies and the IPO
Acquisitions.”

Use of Proceeds, page 50

6. You note that you intend to use a portion
of the net proceeds for "strategic acquisitions to cover the cash portion of the acquisition costs for the IPO Acquisitions."
Please revise your disclosure in this section to specify the precise amount of proceeds that will be used for each acquisition. See Item
3.C. of Form 20-F.

Response: The Staff’s comment
is duly noted and we have amended page 50 of the registration statement to revise the disclosure under section “Use of Proceeds”
to specify the precise amount of proceeds that will be used for each IPO Acquisition. This reads as follows:

“The $25.1 million of net proceeds
utilized for the cash portion of the Acquisition Costs is made up of the following:

(i)       University
of Antelope Valley - $24.00 million;

(ii)       Property
Investors Network - $0.45 million;

(iii)       E-Square
- $0.67 million.”

Dilution, page 54

7. Please revise your computation of pro forma
net tangible book value per share as of June 30, 2021 to include the 2,091,246 shares to be issued with respect to the closing of the
IPO Acquisitions.

Response: The Staff’s comment
is duly noted and we have amended page 54 under section “Dilution” to revise the computation of pro forma net tangible book
value per share as of the period ended June 30, 2021 to include the 2,091,246 shares to be issued with respect to the closing of the IPO
Acquisitions. .

Summary Combined Unaudited Pro Forma Financial
Data for Genius Group (Including IPO Acquisitions)

Profit and Loss For the Year Ended December
31, 2020, page 59

8. The pro forma gross profit of $5,757 reflected
in your statement of profit and loss appears to be incorrect based upon the pro forma sales amount of $24,191 and pro forma cost of goods
sold of $8,169. Please advise or revise.

Response: The Staff’s comment
is duly noted and the registration statement has been amended to revise the statement of profit and loss for the year ended December 31,
2020 on page 59 to reflect the correct numbers under sales, cost of goods sold, net profit, income tax and total income (loss).

    6 of 15

Footnotes relating to the Financial Statements
above, page 62

9. Reference is made to footnote (5). Please
revise the footnote reference in the table at the top of page 63 to indicate that the "adjustment to goodwill" is explained
in footnote (7) rather than footnote (6).

Response: We have revised the registration
statement to amend the footnote reference made to footnote (5) at the top of page 63 to indicate that the “adjustment to goodwill”
is explained in footnote (7) rather than in footnote (6).

Management's Discussion and Analysis of
Financial Condition and Results of Operations Key Business Metrics and Non-IFRS Financial Measures

Key Business Metrics, page 73

10. We note your amended disclosure in response
to comment 16, and reissue the comment. Please amend to quantify the metrics discussed in this section and discuss each metric's applicability
to each of the companies

United States securities and exchange commission logo
November 15, 2021
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed October 20, 2021
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 28, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-1 Filed October 20, 2021
Prospectus Summary
Overview
Our Company, page 5
1.We note your revised disclosure in response to comment 3, and reissue the comment in
part.  Please enhance your disclosure in this section to explain how your entrepreneur
curriculum relates to the businesses of Education Angels, E-Square, and University of
Antelope Valley.  In particular, please tell us why a childcare program for 0-5 year-olds
(Education Angels), a school with general education curriculum for pre-primary and
secondary school programs (E-Square) and a university with a general education program
(University of Antelope Valley) are actually specific entrepreneur education programs.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 November 15, 2021 Page 2
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
November 15, 2021
Page 2
2.We note your amended disclosure in response to comment 4, and that you plan
to "continue acquiring education companies that have courses, faculty and communities . .
. often with established third-party accreditations."  We also note that your financial
growth model discussed on page 70 states that your growth strategy involves growth by
acquisition of education companies that add accreditation and the chart on page 125
indicates that you intend to acquire companies with government accreditation.  To provide
additional context for investors, please enhance your disclosure to explain what it means
for education companies to be established with third-party accreditations or for you to
acquire education companies that add accreditation or government accreditation, including
the specific standards under which such education companies would be accredited.
A Brief History, page 9
3.We are still considering your response to prior comment 6, and may have additional
comments on your accounting policy and related accounting treatment for your common
control acquisition transactions.
Key Business Metrics
Education segment - Genius Group (including IPO Acquisitions), page 25
4.We note your response to comment 7, and reissue the comment in part.  Please revise the
operating data tables in this section to clarify whether the conversion rate applies to any of
your other businesses in addition to GeniusU Ltd and Property Investors Network.  In this
regard, the operating data table for the six months ended June 30, 2021 for the "Education
Segment -- Genius Group (including IPO Acquisitions)" on page 25 shows that
"conversion rate average" is used only for Entrepreneur Resorts and PIN.  By contrast, the
operating data table for the year ended December 31, 2020 for the "Education Segment --
Genius Group (including IPO Acquisitions)" on page 26, suggests that "conversion rate" is
applicable to not only Entrepreneur Resorts and PIN, but also every other company within
the group.  Please revise to reconcile these inconsistencies.
5.We note your response to comment 8, and reissue the comment in part.  Please explain
why you present operating data for Adjusted EBITDA margin and Net Income (Loss)
Margin for the six months ended June 30, 2021, but do not present it for fiscal 2020.
Please also explain why you have not included operating data for Adjusted EBITDA and
Net Income (Loss), even though your disclosure on page 76 suggests that you use
Adjusted EBITDA as a key business metric.  In addition, please revise your disclosure in
this section to disclose whether the method for calculating the operating data presented on
pages 25-26 is the same for all businesses.  To the extent it varies, please highlight this
fact so that investors understand whether the data is comparable across businesses.
Use of Proceeds, page 50
6.You note that you intend to use a portion of the net proceeds for "strategic acquisitions to
cover the cash portion of the acquisition costs for the IPO Acquisitions."  Please revise

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 November 15, 2021 Page 3
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
November 15, 2021
Page 3
your disclosure in this section to specify the precise amount of proceeds that will be used
for each acquisition.  See Item 3.C. of Form 20-F.
Dilution, page 54
7.Please revise your computation of pro forma net tangible book value per share as of June
30, 2021 to include the 2,091,246 shares to be issued with respect to the closing of the
IPO Acquisitions.
Summary Combined Unaudited Pro Forma Financial Data for Genius Group (Including IPO
Acquisitions)
Profit and Loss For the Year Ended December 31, 2020, page 59
8.The pro forma gross profit of $5,757 reflected in your statement of profit and loss appears
to be incorrect based upon the pro forma sales amount of $24,191 and pro forma cost of
goods sold of $8,169.  Please advise or revise.
Footnotes relating to the Financial Statements above, page 62
9.Reference is made to footnote (5).  Please revise the footnote reference in the table at the
top of page 63 to indicate that the "adjustment to goodwill" is explained in footnote (7)
rather than footnote (6).
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics and Non-IFRS Financial Measures
Key Business Metrics, page 73
10.We note your amended disclosure in response to comment 16, and reissue the comment.
Please amend to quantify the metrics discussed in this section and discuss each metric's
applicability to each of the companies within your group, including the IPO Acquisitions.
In doing so, please also discuss the specific reasons why each individual metric provides
meaningful information to investors, given the fact that each company within your group
appears to contribute to your revenue and generates revenue in different ways.
11.We note your amended disclosure in response to comment 17, and reissue the comment.
As previously mentioned in comment 17, we note that you provide operating data for
Entrepreneur Resorts under your education segment in the operating data on pages 25-26,
including number of students, number of paying students, number of partners, education
revenue, revenue from new paying students, new paying students, and total paying
students.  We also note your disclosure indicates that groups attend courses at your
Entrepreneur Resorts venues that take place on GeniusU.  While your amended disclosure
on page 26 indicates that "Entrepreneur Resorts earns revenue from course fees for
education programs, both online and in-person," your disclosure is still unclear as to
how Entrepreneur Resorts is able to generate such revenue when your disclosure
throughout the rest of the filing appears to suggest that all of the online and in-person
courses that are hosted at your Entrepreneur Resorts venues take place on GeniusU and

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 November 15, 2021 Page 4
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
November 15, 2021
Page 4
are GeniusU education courses.  It, therefore, appears that such course fees should only be
accounted for as education revenue generated under your GeniusU business.  As such,
please revise your disclosure accordingly or explain how both Entrepreneur Resorts and
GeniusU generates revenue under your education segment from in-person and online
courses hosted at Entrepreneur Resorts venues, and how certain of the operating data
relating to the number of students is relevant to Entrepreneur Resorts.  To the extent that
you recognize revenue under both the Entrepreneur Resorts and GeniusU businesses from
course fees for online and in-person courses hosted at your Entrepreneur Resorts venues,
please revise your disclosure here and elsewhere as appropriate to clarify how you account
for such revenues under both Entrepreneur Resorts and GeniusU, and further clarify
whether any of the abovementioned metrics, such as number of students or new paying
students, are accounted for twice in the operating data included in the education
segment on pages 25-26 (i.e., accounted for under both Entrepreneur Resorts and
GeniusU).
12.We note your disclosure on page 73 that the IPO Acquisitions have previously measured
students and financial data without necessarily focusing on cost per student or revenue per
student, but that they will use the same metrics as GeniusU and Entrepreneur Resorts to
measure and grow their businesses.  In light of the fact that the IPO Acquisitions have not
focused on cost per student or revenue per student, please tell us why you believe it is
appropriate to present operating data for the IPO Acquisitions on pages 25-26 related to
Revenue from New Paying Students, Acquisition Cost per New Paying Student, and
Average Annual Revenue per New Paying Student.
Business, page 94
13.We note your revised disclosures in response to comment 19, and reissue the comment in
part.  In this regard, we have the following additional comments based on your revised
disclosure:

•Please revise your disclosure on page 105 to discuss how the “eight pillars that define
[y]our entrepreneur education curriculum” relate to the IPO Acquisitions.

•Please revise the discussion related to your "Genius Learning Methodology" on page
105 to indicate how the IPO Acquisitions have a learning methodology of
"Andragogy."

•Please revise your discussion starting on page 108 about your “four product groups”
to indicate not only which of these product groups the IPO Acquisitions' products
currently fall under and which of these product groups you intend to integrate their
products into following this offering, but also specify which of your Pre-IPO Group
businesses offer each of the product groups discussed here.

•We note your amended disclosure on page 108 that you will be integrating
your “C.L.E.A.R. Philosophy” and structure to your IPO Acquisitions.  Please expand

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 November 15, 2021 Page 5
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
November 15, 2021
Page 5
your discussion of this philosophy to describe how each of the IPO Acquisitions will
fit into each of the five areas of the philosophy.  Also, please explain what you mean
by the statement that you will combine their operations into "an entrepreneurial
methodology of how students are learning with the entrepreneurial content of what
they will learn."
Our Company, page 94
14.Please revise the second and third paragraphs on page 94 to indicate that the $24.2 million
in revenue in 2020 and $13.9 million in revenue during the six months ended June 30,
2021 represent pro forma amounts giving effect to the IPO acquisitions which have not
yet been completed.
Our Conversion Model, page 121
15.We note your amended disclosure in response to comment 23, and reissue the comment in
part:

•Please revise to clarify which of your businesses that contribute to your education
revenue segment, including any such Pre-IPO Group or IPO Acquisitions
businesses, are included in your calculations of "Marketing Cost per Student" and “24
Month Revenue per Student."

•We note that the graphic on page 123 depicting your student pathway indicates that
1,326 “[s]tudents pay for courses, camps, mentoring and memberships.”
Yet according to the narrative disclosure provided on page 123, only one percent of
these 1,326 students convert to paying students that pay for courses, camps,
mentoring and memberships.  Please advise or revise your disclosure accordingly.
Exhibits
16.Reference is made to Exhibit 23.2.  The consent references Accountants’ Review Reports,
dated September 17, 2021 and February 4, 2021, on the financial statements of University
of Antelope Valley, Inc. for the six months then ended June 30, 2021 and 2020,
respectively, in Genius Group Ltd.'s registration statement on Form F-1.  However, it does
not appear that these review reports or the financial statements of University of Antelope
Valley, Inc. for the six months then ended June 30, 2021 and 2020, respectively, have
been included in your filing.  Please include these review reports and financial statements
in your filing or as exhibits.  Note that the age requirements in Item 8 of Form 20-F also
apply to financial statements of this target acquisition.
General
17.We reissue comment 30, as your disclosure continues to focus primarily on GeniusU
throughout several areas of the registration statement.  For example, the Prospectus
Overview begins with a discussion of the number of students in GeniusU, the MD&A

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 November 15, 2021 Page 6
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
November 15, 2021
Page 6
Overview addresses only GeniusU, and the Business section continues to place significant
focus on GeniusU including its particular curriculum, courses, products, and EdTech
platform.  It is unclear why you are focusing primarily on GeniusU given that GeniusU is
only one of four businesses that are part of Genius Group Ltd, and that in the post-IPO
company Genius U will be one of eight separate businesses with various business plans.
In particular, we note that over 40% of your pro forma revenue for 2020 was from
University of Antelope Valley, which suggests that your revenue going forward will come
disproportionately from the university, but your disclosure about the university is
minimal.  Please substantially revise your prospectus throughout to present a
comprehensive and balanced picture of the post-IPO company.  In addition, we note
throughout that you discuss disrupting the education industry and that your "entrepreneur
education system" is present in all of the businesses that will be part of the post-IPO
company.  However, given the significant differences in each of the businesses, such as
childcare for ages 0-5 in New Zealand, a small private school in South Africa with 500
students, and a small university in California, it is unclear how these businesses are related
and why they would be part of one "entrepreneur education system" given the differences
in focus and geography.  To the extent that the company's focus is acquiring various
private educational schools or facilities, but not integrating them into one system, please
clearly state this fact and remove the disclosure suggesting that these companies are
related or all use the same curriculum.  Further, if the entrepreneurial education system
relates only to GeniusU, please also make this clear.  We have issued some related
comments in our comment letter, but please note these comments are not exclusive and
you should revise the registration statement thoroughly to present a balanced picture of the
post-IPO company.
            You may contact Patrick Kuhn at 202-551-3308 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matte

CORRESP
1
filename1.htm

VIA EDGAR

October 20, 2021

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Nicholas Lamparski

Re: Genius Group Limited

Registration Statement on Form F-1 Filed
August 31, 2021

File No. 333-257700

Dear Mr. Lamparski,

Genius Group Limited (the “Company,”
 “we,” “our” or “us”) hereby transmits the Company’s response to the letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on September 28, 2021,
regarding the Registration Statement on Form F-1 filed with the Commission on August 31, 2021.

For the Staff’s convenience, we have repeated
below the Staff’s comments in italics and have followed each comment with the Company’s response. Disclosure changes made
in response to the Staff’s comments have been made in Amendment No. 2 (“Amendment No. 2”) to the Registration
Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and
page references herein correspond to those set forth in Amendment No. 2.

Please also note that as we are now in October 2021,
which is over 9 months from our last audited financial statements dated December 31, 2020, we have included in Amendment No. 2
our 6 month financial statements and operating data as of June 30, 2021, and updated all relevant references to our financial statements
and operating data throughout our submission accordingly. This includes adding the pro forma Profit and Loss for the Six Months Ended
June 30, 2021 on page 58, updating the pro forma Balance Sheet to June 30, 2021 on pages 60 and 61, and updating footnotes
to the pro forma financial statements commencing on page 61.

    1 of 23

Amendment No. 1 to Registration Statement
on Form F-1 Filed August 31, 2021

Prospectus Summary

Overview

Our Company, page 5

1. We note that you include results and metrics
here, and throughout the filing, for certain historical periods while not disclosing those same results and metrics for 2020. Please revise
here, and throughout the filing, to discuss historical operating results for all periods presented in the financial statements including
2020 in your graphics and charts, as appropriate.

Response: We have reworded the following
sections throughout Amendment No. 2 to provide a clear comparison of 2020 financial results and metrics with prior periods, together
with the newly added financial results and metrics for the first six months of 2021:

 ● The “Our Company” section on page 5.

 ● The “A Brief History” section on page 8.

 ● The “Results of Operations” section on pages 77 to 93.

 ● The “Our Company” section on pages 94 to 103.

2. We reissue comment 4 in part. Please revise
the disclosure to separately quantify the contribution of revenue of each of the Pre-IPO Group companies.

Response: We have amended the registration
statement to separately quantify the contribution of revenue of each of the Pre-IPO Group companies based on revenue segment in the “Our
Company” section on page 5 of Amendment No. 2, to the extent practical. For Entrepreneur Resorts we are able to separate
the company’s revenue as it primarily makes up the campus revenue segment. Genius Group, GeniusU and Entrepreneurs Institute combine
to make up the majority of the education revenue segment, and we are unable to meaningfully separate the revenues of each of these companies
further due to intercompany eliminations to provide the net revenues for the group. For this reason, our financial statements of those
companies have been prepared at the education segment level.

    2 of 23

3. We note your revised disclosure in response
to comment 5, and reissue the comment in part. Please further explain how your entrepreneur curriculum, as defined on page 109, relates
to the businesses of Education Angels, E-Square, and University of Antelope Valley. In particular, please tell us why a childcare program
for 0-5 year-olds (Education Angels), a school with general education curriculum for pre-primary and secondary school programs (E-Square)
and a university with a general education program (University of Antelope Valley) are actually specific entrepreneur education programs.
To the extent that you are focused on acquisition of education programs in general, please state this specifically and clarify that these
do not all relate to a particular strategic focus on entrepreneurial education.

Response: We have added additional detail
throughout Amendment No. 2 to explain how we define our entrepreneur curriculum and why we chose the IPO Acquisitions including Education
Angels, E-Square and the University of Antelope Valley based on their current courses, together with details of how we are combining these
businesses and their courses within our curriculum. The rationale behind these acquisitions is that we anticipate that these companies
will in fact contribute to our entrepreneur curriculum.

We have defined more clearly in Amendment
No. 2 what we mean by “entrepreneur curriculum” in terms of methodology, content and student pathway in our submission,
together with how each of these IPO Acquisitions relates to our curriculum based on this definition, and what our plans are with each
IPO Acquisition to integrate their methodology, content and student pathway with our Genius Curriculum.

We have added these details in the following
sections:

 ● The “Our Company” section on page 5.

 ● The “Business - Our History and Company Structure” section on page 98.

 ● The “Business - Our Genius Curriculum” section on page 103.

 ● The “Business - Our Four-Step Growth Model” section on page 124.

 ● A new section titled “Business - Further Company Information” section on page 142, that
provides further details on each IPO Acquisition company.

4. We note your response to comment 6 and reissue
the comment in part. Please revise to explain, as you have in your response, what it means that your growth model is to acquire accredited
schools, colleges and universities.

Response: We have reworded the “Our
Company” section on page 5 to explain in more detail how our growth model is a combination of organic growth and acquisition.
The wording we have provided is: “We plan to continue to grow through a combination of organic growth and acquisition. Our organic
growth is a result of our attracting students to the courses on our Edtech platform, GeniusU, and attracting partners and faculty who
market and deliver the courses. These courses include our own wholly-owned curriculum together with courses that our partners and faculty
add to our curriculum. We also plan to continue acquiring education companies that have courses, faculty and communities that we believe
provide a valuable addition to our Group, often with established third-party accreditations, and then integrating their courses into our
Edtech platform and scaling the delivery of their courses through our global faculty and student community.”

    3 of 23

5. We note your revised disclosure in response
to comment 8, and reissue the comment in part. With respect to the chart on page 9 under the heading "Our Revenue Growth,"
we note that the second column from the right does not appear to accurately portray the growth in your revenue from the IPO acquisitions
in 2020. In this regard, the disclosure in the column suggests that the IPO Acquisitions contributed to $4.4 million of your growth in
revenue in 2020. However, the disclosure throughout the rest of your filing suggests that $16.6 million of your revenue growth in 2020
was attributable to the IPO Acquisitions. Please also make clear that the revenue that is included is based on the pro forma presentation.
In addition, please clarify here and elsewhere that you discuss the company's 2020 revenues that over 40% of your total pro forma revenue
in 2020 is from University of Antelope Valley.

Response: We have corrected the referenced
graph in Amendment No. 2 to show $16.6 million in revenue growth in 2020 attributable to the IPO Acquisitions, and we have updated
the graph to show the revenue contribution of UAV and the other IPO Acquisitions in both dollars and percentages of total pro forma revenue.
In addition, we have further clarified UAV and the other IPO Acquisitions’ percentage contribution to revenues in the following
sections:

 ● The “A Brief History” section on page 9.

 ● The “Results of Operations” section in the “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on page 81.

A Brief History, page 8

6. Refer to prior comments 10, 43, and 44.
You confirmed that the combined revenues of $9.9 million and net loss of ($1.6) million for 2019 includes both Entrepreneurs Institute,
acquired in August 2019, and Entrepreneur Resorts, acquired in July 2020. Both companies were under common control, and as a
result, you indicate that you are required to present the consolidated audited financial statements of the Pre-IPO Group including Entrepreneurs
Institute and Entrepreneur Resorts in your registration statement for both 2019 and 2020. On page F-9 in Note 2 to the Consolidated
Financial Statements you disclose that you account for business combinations using the acquisition method of accounting in accordance
with IFRS 3, you have elected to do so for common control business combinations, and this accounting policy is applied consistently to
similar transactions. Please tell us how your accounting treatment complies with paragraph 7 of IFRS 3, which states that the date on
which the acquirer obtains control of the acquiree is generally the date on which the acquirer legally transfers the consideration, acquires
the assets and assumes the liabilities of the acquiree, which is the closing date. In this regard, please tell us your consideration for
reassessing your accounting and providing the disclosures required by B64(q) of IFRS 3 for your acquisition transactions during 2019
and 2020.

    4 of 23

In addition, since you have elected to account
for common control business combinations using the acquisition method of accounting, please tell us how your recognition of Entrepreneur
Resorts’ shareholders equity immediately prior to the acquisition complies with paragraph 10 of IFRS 3, which states that the acquirer
should recognize, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest
in the acquiree.

Response: Currently there are no IFRS
Standards relating to common control business combinations, and therefore the Company consulted IAS 8 Accounting Policies, Changes in
Accounting Estimate and Errors, as well as the IFRS Foundation November 2019 publication titled Guide to Selecting and Applying Accounting
Policies – IAS 8 (the “Guide”).

The Guide states as follows:

•         “IAS
8 specifies that, in the absence of an IFRS Standard that specifically applies to a transaction, other event or condition, preparers
use judgement in developing and applying an accounting policy that results in relevant and reliable information. IAS 8 goes on to specify
that in making that judgement, preparers refer to and consider the applicability of, in descending order:

(a)      the
requirements in IFRS Standards dealing with similar and related issues; and

(b)      the
definitions, recognition criteria and measurement concepts for assets, liabilities income and expenses in the Conceptual Framework.”

•         “In
developing an accounting policy with reference to the requirements in IFRS Standards dealing with similar and related issues, preparers
need to use their judgement in applying all aspects of the Standard that are applicable to an issue. Such aspects could include disclosure
requirements. In other words:

(a)      it
might be appropriate to apply only some requirements in an IFRS Standard dealing with similar and related issues if other requirements
in that Standard also relate to the transaction for which a policy is being developed; but

(b)     it
might not be necessary to apply all the requirements of the Standard.”

    5 of 23

The Company’s understanding is
that many companies currently issuing financial statements pursuant to IFRS Standards adopt accounting policies for common control business
combinations with variants of the following approaches:

•         assets
and liabilities recorded at their historical carrying values and inclusion of the acquired common control company in the combined financials,
as if the business combination had taken place at the beginning of the earliest comparative period presented (commonly referred to as
the predecessor value or book-value method); or:

•         assets
and liabilities recorded at their fair values and inclusion of the acquired common control company in the combined financials beginning
with the acquisition date (commonly referred to as the acquisition method).

The Company determined that the most
 “relevant and reliable” presentation for a potential investor in its proposed IPO was to use a hybrid approach and include
the results of all acquired common control entities from the beginning of the earliest accounting period presented, but to also revalue
the assets and liabilities to their fair value as of the acquisition date.

•         The
Company believes that including the results of all acquired common control entities during all periods presented is important as follows:

(a)      as
common control entities, they were managed in a manner that was designed to exploit the synergies of the common control entities, resulting
in significant intercompany transactions; and

(b)      excluding
the operating results of the common control entities would not reflect the economics of the transaction to a potential IPO investor.

•         The
Company believes that revaluing the assets and liabilities of acquired common control entities as of the acquisition date is also important
as follows:

-         due
to the existence of disparate non-controlling acquiror and acquiree shareholders, the common control acquisition had economic substance
and therefore it is important to be transparent about the fair values ascribed to the assets and liabilities on the acquisition date so
that a potential IPO investor can properly evaluate the economics of the transaction.

Based on the Staff’s comments,
we have realized that our accounting policy disclosure was not as clear as it could be in this regard, including our disclosure that we
adopted the acquisition method of accounting in accordance with IFRS 3. Therefore, we have changed the disclosure in Amendment No. 2
to refer to using a “modified acquisition method”, and to state that the Company’s policy is to present the financial
statements for the pre-acquisition period to include the results of the common control entity, as if the acquisition had taken place at
the beginning of the earliest period presented. The registration statement is amended accordingly on pages F-9 and F-10.

    6 of 23

The disclosure provided in Note 4 to
the financial statements as required by B64(q) of IFRS 3, in response to the comment letter received from the Staff on August 5,
2021, was for a non-common control acquisition (Matla Game Lodge). Other disclosure changes in Note 4 from page F-22 were to clarify
the accounting treatment of common control acquisitions, similar to the clarifications to the accounting policy note referenced above.

The Company is aware that the IASB noted
diversity in practice in reporting business combinations under common control and, as a result, has issued a discussion paper titled Business
Combinations under Common Control, and the comment period expired. on September 1, 2021.The Company will adopt any new IFRS Standard
that emerges from that initiative prospectively, when and if such new Standard is issued by the IASB.

Non-IFRS Financial Measures--Adjusted EBITDA

Genius

United States securities and exchange commission logo
September 28, 2021
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed August 31, 2021
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 5, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-1 Filed August 31, 2021
Prospectus Summary
Overview
Our Company, page 5
1.We note that you include results and metrics here, and throughout the filing, for certain
historical periods while not disclosing those same results and metrics for 2020.  Please
revise here, and throughout the filing, to discuss historical operating results for all periods
presented in the financial statements including 2020 in your graphics and charts, as
appropriate.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 September 28, 2021 Page 2
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
September 28, 2021
Page 2
2.We reissue comment 4 in part.  Please revise the disclosure to separately quantify the
contribution of revenue of each of the Pre-IPO Group companies.
3.We note your revised disclosure in response to comment 5, and reissue the comment in
part.  Please further explain how your entrepreneur curriculum, as defined on page 109,
relates to the businesses of Education Angels, E-Square, and University of Antelope
Valley.  In particular, please tell us why a childcare program for 0-5 year-olds (Education
Angels), a school with general education curriculum for pre-primary and secondary school
programs (E-Square) and a university with a general education program (University of
Antelope Valley) are actually specific entrepreneur education programs.  To the extent
that you are focused on acquisition of education programs in general, please state this
specifically and clarify that these do not all relate to a particular strategic focus on
entrepreneurial education.
4.We note your response to comment 6, and reissue the comment in part.  Please revise to
explain, as you have in your response, what it means that your growth model is to acquire
accredited schools, colleges and universities.
5.We note your revised disclosure in response to comment 8, and reissue the comment in
part.  With respect to the chart on page 9 under the heading "Our Revenue Growth," we
note that the second column from the right does not appear to accurately portray the
growth in your revenue from the IPO acquisitions in 2020.  In this regard, the disclosure
in the column suggests that the IPO Acquisitions contributed to $4.4 million of your
growth in revenue in 2020.  However, the disclosure throughout the rest of your filing
suggests that $16.6 million of your revenue growth in 2020 was attributable to the IPO
Acquisitions.  Please also make clear that the revenue that is included is based on the pro
forma presentation.  In addition, please clarify here and elsewhere that you discuss the
company's 2020 revenues that over 40% of your total pro forma revenue in 2020 is from
University of Antelope Valley.
A Brief History, page 8
6.Refer to prior comments 10, 43, and 44.  You confirmed that the combined revenues of
$9.9 million and net loss of ($1.6) million for 2019 includes both Entrepreneurs Institute,
acquired in August 2019, and Entrepreneur Resorts, acquired in July 2020.  Both
companies were under common control, and as a result, you indicate that you are required
to present the consolidated audited financial statements of the Pre-IPO Group including
Entrepreneurs Institute and Entrepreneur Resorts in your registration statement for both
2019 and 2020.  On page F-9 in Note 2 to the Consolidated Financial Statements you
disclose that you account for business combinations using the acquisition method of
accounting in accordance with IFRS 3, you have elected to do so for common control
business combinations, and this accounting policy is applied consistently to similar
transactions.  Please tell us how your accounting treatment complies with paragraph 7
of IFRS 3, which states that the date on which the acquirer obtains control of the acquiree
is generally the date on which the acquirer legally transfers the consideration, acquires the

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 September 28, 2021 Page 3
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
September 28, 2021
Page 3
assets and assumes the liabilities of the acquiree, which is the closing date.  In this regard,
please tell us your consideration for reassessing your accounting and providing the
disclosures required by B64(q) of IFRS 3 for your acquisition transactions during 2019
and 2020.

In addition, since you have elected to account for common control business combinations
using the acquisition method of accounting, please tell us how your recognition
of  Entrepreneur Resorts’ shareholders equity immediately prior to the acquisition
complies with paragraph 10 of IFRS 3, which states that the acquirer should recognize,
separately from goodwill, the identifiable assets acquired, the liabilities assumed and any
non-controlling interest in the acquiree.
Non-IFRS Financial Measures--Adjusted EBITDA
Genius Group Operating Data (GeniusU Ltd), page 24
7.We note your response to comment 15, and that you have experienced a conversion rate of
1% to 1.5% of free students becoming paid students each year.  Please revise to include
the conversion rate from free to paid students in this section, or tell us why you do not
identify such conversion rate as a key business metric.  In addition, please revise to clarify
how you calculated this conversion rate, including whether the conversion rate applies to
free students becoming paid students under your GeniusU Ltd and Property Investors
Network businesses, as well as any of your other businesses.  In this regard, we note that
you only appear to track number of free students under your GeniusU Ltd and Property
Investors Network businesses based on the operating data disclosed on pages 24-25.
8.Please tell us why you separately present GeniusU Operating Data, but do not separately
present operating data for any other business.  Please also explain why you present certain
operating data for GeniusU, such as Average Acquisition Cost per Student, Net Loss, and
Adjusted EBITDA margin, but do not present it for any of the other businesses within the
education segment.  Please also disclose whether the method for calculating the operating
data is the same for all businesses.  To the extent it varies, please highlight this fact so that
investors understand whether the data is comparable across businesses.
Risks Related to Our Business and Industry
"The COVID-19 pandemic has significantly negatively impacted segments of . . .", page 32
9.In light of the time that has passed since the initial outbreak of the novel coronavirus
(COVID-19) pandemic in December 2019, please revise this risk factor to specifically
discuss the impact that the COVID-19 pandemic has had on your business to date, rather
than presenting such risks as hypothetical.  In this regard, please revise to clarify that
COVID-19 has impacted you in 2020, if true, and disclose any material effects
of COVID-19 on your business, financial condition and results of operations.  For
instance, we note your disclosure elsewhere in the filing indicating that COVID-19
restrictions contributed to the 55% decrease in your campus revenue from $4.4 million in
2019 to $2 million in 2020, as well as to the 11% increase in your digital education

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 September 28, 2021 Page 4
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
September 28, 2021
Page 4
revenue from $4.8 million in 2019 to $5.3 million in 2020.  Also, discuss what
management expects the pandemic's future impact will be (considering, for example, the
prevalence of COVID-19 vaccines), how management is responding to evolving events,
and how it is planning for COVID-19-related uncertainties.  Please make conforming
changes to your Management’s Discussion and Analysis of Financial Condition and
Results of Operations section.  For guidance, consider the Division of Corporation
Finance's Disclosure Guidance: Topic Nos. 9 and 9A, available on our public website.
Capitalization, page 50
10.The amounts of your cash and cash equivalents, shareholders' equity and total
shareholders' equity in the pro forma column of your capitalization table do not agree to
the amounts in your pro forma balance sheet on pages 57 and 58.  Please reconcile and
revise these disclosures.
Summary Combined Unaudited Pro Forma Financial Data for Genius Group (Including IPO
Acquisitions)
Genius Group (Pre-IPO Group and IPO Acquisitions) Profit and Loss for the Year Ended
December 31, 2020, page 56
11.We note the changes made to your pro forma statement of operations and footnote (9) in
response to comment 21.  Please explain why the weighted average shares used to
compute both your historical and pro forma basic and diluted net loss per share for 2020
are the same when you issued 2,091,246 shares in connection with the IPO Acquisitions
as disclosed in footnote (5).  Please advise or revise as appropriate.  Refer to the guidance
in Rule 11-02(a)(9) of Regulation S-X.
Footnotes relating to the Financial Statements above, page 58
12.Reference is made to footnote (5).  Please revise adjustment (5) to eliminate the
$(517,319) adjustment for amortization of intangible assets.  Since the pro forma balance
sheet is being prepared assuming the acquisition was completed on December 31, 2020,
no adjustment for amortization should be included in the pro forma balance sheet
adjustments.
13.Reference is made to footnote (7).  Please revise your adjustment for the deferred tax
liability to eliminate the portion of the adjustment attributable to the income tax provision
of $(108,567).  Since the pro forma balance sheet assumes the acquisition was completed
on December 31, 2020, no adjustment for the income tax provision should be included in
the calculation of your pro forma balance sheet adjustments.
14.Reference is made to footnote (8).  Please revise to eliminate the retained earnings
adjustment of $(408,752) as this appears to represent the net effect of the adjustments
referenced in footnotes (5) and (7), which we have requested that you eliminate in our
comments noted above.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 September 28, 2021 Page 5
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
September 28, 2021
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 66
15.We note your amended disclosure in response to comment 24, and that you saw a "marked
increase in the amount of activity on GeniusU" during the pandemic.  Please revise your
to disclosure to elaborate on this "marked increase" and quantify the impact.  Please also
discuss the effects of the pandemic on the other businesses aside from GeniusU and
discuss whether you expect it to continue in future periods.
Key Business Metrics and Non-IFRS Financial Measures
Key Business Metrics, page 67
16.We note your amended disclosure in response to comment 25, and reissue the comment in
part.  Please amend to quantify the metrics discussed in this section and discuss each
metric's applicability to each of the eight companies within your group, as the disclosure
appears to relate only to GeniusU.  In doing so, please also discuss the specific
reasons why each individual metric provides meaningful information to investors, given
the fact that each company within your group appears to contribute to your revenue and
generates revenue in different ways.
17.We note that you provide operating data for Entrepreneur Resorts under your education
segment in the operating data on page 25, including number of students, number of paying
students, number of partners, education revenue, revenue from new paying students, new
paying students, and total paying students.  We also note your disclosure indicates
that groups attend events and courses at your Entrepreneur Resorts venues that take place
on GeniusU.  Please clarify whether GeniusU or Entrepreneur Resorts generates revenue
specifically from the fees paid to attend events and courses, not including payment for
food and accommodations.  Based on the fact that groups attend GeniusU events and
courses at the Entrepreneur Resorts, please also clarify whether any of the
abovementioned metrics are counted twice in the operating data under the education
segment on page 25 (i.e., accounted for under both Entrepreneur Resorts and GeniusU).
Further, revise to discuss how Entrepreneur Resorts generates revenue under your
education segment and how certain of the operating data relating to the number of
students is relevant to Entrepreneur Resorts.
Contractual Obligations, page 77
18.We note your response to comment 30, which suggests that you have added the novation
agreement for Genius Central Singapore Pte Ltd as an exhibit to the registration
statement.  However, we were unable to locate any such agreement.  Please advise/revise.
Business, page 82
19.We partially reissue comment 36, as your disclosure in this section continues to focus
primarily on the business of GeniusU.  As requested in prior comment 36, please revise

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 September 28, 2021 Page 6
 FirstName LastName
Roger Hamilton
Genius Group Ltd.
September 28, 2021
Page 6
this section to include a comprehensive description of the business and operations of each
of the companies that will be part of the Genius Group, including all of the IPO
Acquisitions.  For instance, in your "Our Curriculum" subsection on page 104,
please revise to provide a comprehensive summary of your entire education curriculum
and combined products to be offered by all of your companies in both the Pre-IPO Group
and IPO Acquisitions.  Please ensure it is clear which business is offering which
programs, as your current disclosure references general programs like microcamps, but it's
unclear if this relates to any business outside of GeniusU.  In addition, revise to include a
description of all material intellectual property related not only to the Pre-IPO Group
companies, but also the IPO Acquisitions.  Please make confirming changes throughout
this entire section of your registration statement.
Our Company, page 83
20.We note your amended disclosures in response to comment 34, and reissue the comment
in part.  Please amend your disclosure to explain why you have analogized your growth
plan to the fifteen-year plan set by the United Nations to achieve the 17 United Nations
Sustainable Development Goals.  It is unclear how this relates to your business given that
these development goals address things like hunger, poverty, clean water and sanitation,
and clean energy.  In the alternative, please remove references to the United Nations
Sustainable Development Goals.  We also note your disclosure that you intend to integrate
your education tools into existing education systems, and ultimately intend to have a full
curriculu

CORRESP
1
filename1.htm

VIA EDGAR

August 30, 2021

Securities and Exchange Commission

Division of Corporate Finance

Office of Trade and Services

Washington, D.C. 20549

Attn: Nicholas Lamparski

Re: Genius Group Ltd

Registration Statement on Form F-1 Filed
July 6, 2021

File No. 333-257700

Dear Mr. Lamparski,

Genius Group Ltd (the “Company,” “we,”
 “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on August 5, 2021, regarding the
Registration Statement on Form F-1 filed with the Commission on July 6, 2021.

For the Staff’s convenience, we have repeated
below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure changes made in
response to the Staff’s comments have been made in Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter. Caption and
page references herein correspond to those set forth in Amendment No. 1.

    1 of 29

Registration Statement on Form F-1 Filed
July 6, 2021

Prospectus Summary, page 4

1. Please disclose your history of net losses
in your Prospectus Summary.

Response: The Company respectfully advises
the Staff that we had previously included our history of losses in 2018, 2019 and 2020 in the “A Brief History” section of
the Prospectus Summary on page 8. In response to the Staff’s comment, we have now amended our filing to make our history of
losses more prominent by also including them in the “Our Company” section on page 5 of Amendment No. 1.

Overview

Our Company, page 5

2. Please discuss your historical results with
equal or greater prominence to the pro forma amounts presented for the IPO Acquisitions here, on page 72, and elsewhere in your filing
where the pro forma amounts are presented. In addition, disclose that the four companies you call "The IPO Acquisitions" are
not currently part of your consolidated results as they are not currently owned by you.

Response: We have amended the registration
statement to increase the prominence of our historical results for the IPO Group in the following sections:

 ● The “Our Company” section on page 5.

 ● The “Our Company” section on page 82.

We have also separated the historical
audited results of the Pre-IPO Group in adjacent columns to the pro forma results of the group including IPO Acquisitions in a table format
in the following sections:

 ● The “Summary Combined Unaudited Pro Forma Financial Data and Consolidated Audited Financial Data
Pre-IPO Group” section on page 22.

 ● The “Non-IFRS Financial Measures - Adjusted EBITDA” section on page 24.

We have further disclosed that the four
companies we call the “IPO Acquisitions” are not currently part of our consolidated results as they are not currently owned
by us in the following sections:

 ● The “Our Company” section on page 5.

 ● The “Summary Combined Unaudited Pro Forma Financial Data and Consolidated Audited Financial Data
Pre-IPO Group” section on page 22.

    2 of 29

 ● “Summary Combined Unaudited Pro Forma Financial Data for Genius Group (Including IPO Acquisitions)”
on page 54.

 ● Management’s Discussion and Analysis “Overview” on page 68.

 ● The “Our Company” section on page 82.

3. The $15.1 million in pro forma gross profit
that you disclose here and on page 72 does not agree with the pro forma amount on page 51. Also, the $3.8 million of pro forma
adjusted EBITDA that you disclose here and on page 72 does not agree to that reflected on page 64. Please revise so that the
pro forma gross profit and pro forma adjusted EBITDA discussed here and on page 72 agrees with your pro forma financial information
disclosed on pages 51 and 64 of the filing. Also, please revise your discussion here and on page 72 to also disclose that you
incurred a pro forma operating loss of $1.7 million for 2020 and a pro forma net loss of $1.6 million for this period.

Response: We have amended the registration
statement to revise the pro forma gross profit to $14.9 million so that it agrees with the pro forma amount on page 56 in the following
sections:

 ● The “Our Company” section on page 5.

 ● The “Our Company” section on page 82.

We have also revised the pro forma adjusted
EBITDA profit to $4.6 million so that it agrees with the pro forma amount on page 72 in the following sections:

 ● The “Our Company” section on page 5.

 ● The “Our Company” section on page 82.

We have amended the registration statement
to disclose that we incurred a pro forma operating loss of ($1.7) million for 2020 and a pro forma net loss of ($1.6) million for this
period in the following sections:

 ● The “Our Company” section on page 5.

 ● The “Our Company” section on page 82.

4. It appears that the majority of your disclosure
throughout, including the performance measures and metrics, relate only to GeniusU. Please revise here and elsewhere throughout your
prospectus to include materially complete disclosure for each of the companies that are or will be part of the Genius Group and will
be material to the combined company, including a clear description of how each of the companies generates revenue. In particular, please
explain how the companies that do not appear to generate revenue through students or education classes, such as Entrepreneur Resorts,
fit into the current disclosure included throughout, as it appears that Entrepreneur Resorts generates revenue through membership fees,
hotel stays, and restaurants. Please also indicate the contribution to revenue for each of the companies that are or will be part of
the Genius Group so that investors understand the importance of each to your overall business.

    3 of 29

Response: We have added disclosure to
the “Our Corporate Structure” section on page 10 and in the “Our History and Corporate Structure” section
on page 86 to include a more detailed explanation of how each company generates revenue, the contribution of revenue each of the
companies makes within the group, and how these products and revenues of each company integrate into our planned growth, curriculum and
product range.

We have amended the “Genius Group
Operating Data (Pre-IPO Group Excluding IPO Acquisitions)” section on page 24 to include operating data on Entrepreneur Resorts
and the IPO Acquisitions.

We have also added a new section called
 “Our Conversion Model” on page 98 in which we explain how our GeniusU operating data relates to our student pathway and
partner pathway and their respective conversion rates, and how the revenues generated from Entrepreneur Resorts and the IPO Acquisitions
relate to our GeniusU operating data.

5. Please disclose the measure (ex: revenues,
number of students, etc.) by which you believe you are a "world leading entrepreneur Edtech and education group." Please
also disclose how you define an "entrepreneur Edtech group" and how this differs from a general Edtech company. We also note
your disclosure on page 92 that you believe there are no global companies directly competing with you to develop a uniquely entrepreneurial
curriculum. Given this statement, please explain how you are a world leading entrepreneur Edtech company. Please also explain how entrepreneurial
curriculum relates to certain of your businesses such as Education Angels, E-Square and the University of Antelope Valley.

Response: The primary measure by which
we believe we are a “world leading entrepreneur Edtech and education group” is the number of students we currently have, together
with the rate of growth of new students each year that are joining our Edtech platform to use our entrepreneur curriculum. We are comparing
our group to other organizations that deliver an entrepreneur curriculum to students. We define an entrepreneur curriculum as a course
of study that teaches an individual to ‘create a job’ by connecting and delivering value to others in a role aligned to their
passions and purpose (either as an employee, contractor, freelancer or business owner) rather than teaching them how to ‘get a job’
by searching for job positions in the employment market.

    4 of 29

The organizations that deliver such
curriculums fall into two main categories. The first are entrepreneur camps, accelerators and business schools which normally cater to
1,000 students or less per year. Examples of this range from startup accelerators such as Y Combinator to academic institutions such as
Stanford Graduate School of Business. The second are entrepreneur networks that often provide forms of mentorship and training within
their membership. Two of the largest examples of this are the Entrepreneurs Organisation (EO) which has 15,000 members and StartUp Grind
which has 75,000 members. These have a mix of free and paid memberships.

We believe that our student base of
1,800,000 students at the end of 2020, which grew by approximately 247,000 new students in 2020, makes us a “world leading entrepreneur
Edtech and education group” in comparison to these organizations based on student numbers.

Our disclosure from page 103 under
advises that we believe there are no global companies directly competing with us to develop a uniquely entrepreneurial curriculum. This
is derived from our research of the organizations above, together with the Edtech companies in the market, in which we have not yet found
a significant company in the market that is seeking to establish an entrepreneurial curriculum on a global level.

We have added wording to the “Our
Competition” section on page 108 to define both general Edtech Companies and how we define an Entrepreneur Edtech Group, together
with a more detailed explanation of our competition in order to address the Staff’s comments and provide greater clarity.

We have also added additional wording
to the “Our Corporate Structure” section on page 10 to explain how the companies in the group including Education Angels,
E-Square and the University of Antelope Valley relate to our entrepreneur education curriculum.

6. We note that your growth model is to acquire
accredited schools, colleges and universities. Please explain what it means that these schools are accredited, including the specific
standards under which they are accredited.

Response: Our growth model is to acquire
accredited schools, colleges and universities that already hold education accreditations with the respective government departments of
education in their jurisdictions. The accrediting bodies for each of the relevant companies in the group, namely Education Angels, E-Square
and UAV are detailed in the “Regulation” section on page 116.

    5 of 29

Education Angels (EA) is accredited
by the Ministry of Education (MoE) in New Zealand where the company is registered. This allows EA to receive 50% funding of education
fees by the MoE.

E-Square Education (EE) is accredited
by the Department of Education (DoE) in South Africa where the company is registered. This allows students to then apply for loans in
order to study at the school and college as well as allowing the company to provide certified qualifications to students who attend the
curriculum.

EE also holds an accreditation by Microsoft
as a Certiport Authorised Test Center (CATC), without limitation on jurisdiction, to educate students with a Microsoft certified program
and provide testing in order to hold examinations on Microsoft’s behalf for CATC.

The University of Antelope Valley (UAV)
is accredited by the U.S. Department of Education (USDoE) and the Western Association of Schools and Colleges (WASC). These certifications
provide merits towards further study, allowing students to apply for grants from the U.S. Government, scholarships and student loans in
order to study at UAV. These regulators also allow UAV to provide certified BA and MA programs to students. These programs are accredited
to be delivered in person and online.

7. You note that your training products and
tools are used by leading companies such as Google, IBM and Microsoft, as well as other companies that are listed on page 75.
Please tell us whether these companies currently use your training and assessment products, the extent and time period of their use, how
they use these products and the fee structure (ex: a flat fee for use for all employees at these companies, fees charged per student, etc.)
and whether they are representative of your current customers. Please also indicate how you generate revenue from such customers. In the
alternative, please delete these references.

Response:
Google, IBM, Microsoft and the companies listed on page 83 do use our products. These include assessment tools such as Talent
Dynamics and the Passion Test and Purpose Test, together with course content delivered by our partners and faculty. We have corporate
training partners using our training products and tools, packaging these products and the GeniusU system with their own training programs,
which in turn are then delivered to these companies (Please see https://www.atairu.com/ as an example).

As we deliver these tools via these
corporate training partners, the details the Staff has requested (including fees charged, extent and time period of use, etc) are not
details to which we have ready access. We also do not see these companies as currently representing a significant revenue stream at present.
As a result, we have deleted reference to them on pages 6, 84 and 88 as well as the image on page 83.

    6 of 29

8. Where you state that you have an average
annual revenue growth rate of 50% year-over- year, and 143% in 2020, please separately present organic growth so that investors can understand
the extent to which your growth is due to acquisitions. Please include similar disclosure in your chart on page 8.

Response: We have calculated the organic
growth in revenue for the two years from 2018 to 2020 for the Pre-IPO group, and we have separated the revenue growth from organic growth
from the revenue growth from acquisitions. We have amended the wording in the registration statement to separate and highlight the organic
growth from the acquisitions in the following sections:

 ● The “Our Company” section on page 5.

 ● The “Our Company” section on page 82.

We have also amended the chart on page 9
to separate present organic revenue growth from the revenue growth due to the IPO Acquisitions in the “A Brief History” section
on page 8.

9. Where you state that you have 1.8 million
students, please clarify that 1.77M are "free students," and you have only 33,000 paying students. Please also clarify elsewhere
in your prospectus how you generate revenue, if at all, from "free students."

Response: We have amended the registration
statement to clarify that of the 1.8 million students, 1.77 million students are free students and 33,000 are paying students in:

 ● The “Our Company” section on page 5.

 ● The “Our Company” section on page 82.

We have also added a new section to
the Business Summary called “Our Conversion Model” on page 98 in which we explain how free students convert to paying
students, and how our student acquisition model relates to the revenues of Entrepreneur Resorts and the IPO Acquisitions.

    7 of 29

A Brief History, page 7

10. On page 8, you disclose that combined
revenues in 2019 of the Pre-IPO Group, which includes Entrepreneur Resorts, acquired in July 2020, were $9.9 million and a net loss
before tax was $1.6 million after eliminations. Please note that it does not appear appropriate to reflect the results of Entrepreneur
Resorts which was not acquired until July 2020 in your 2019 results. Please revise or advise as appropriate.

Response: We confirm that the combined
revenues of $9.9 million and net loss of ($1.6) million for 2019 includes both Entrepreneurs Institute, acquired in August 2019,
and Entrepreneur Resorts, acquired in July

United States securities and exchange commission logo
August 5, 2021
Roger Hamilton
Chief Executive Officer
Genius Group Ltd.
8 Amoy Street, #01-01
Singapore 049950
Re:Genius Group Ltd.
Registration Statement on Form F-1
Filed July 6, 2021
File No. 333-257700
Dear Mr. Hamilton:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed July 6, 2021
Prospectus Summary, page 4
1.Please disclose your history of net losses in your Prospectus Summary.
Overview
Our Company, page 5
2.Please discuss your historical results with equal or greater prominence to the pro forma
amounts presented for the IPO Acquisitions here, on page 72, and elsewhere in your filing
where the pro forma amounts are presented.  In addition, disclose that the four companies
you call "The IPO Acquisitions" are not currently part of your consolidated results as they
are not currently owned by you.

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 August 5, 2021 Page 2
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
August 5, 2021
Page 2
3.The $15.1 million in pro forma gross profit that you disclose here and on page 72 does not
agree with the pro forma amount on page 51.  Also, the $3.8 million of pro forma adjusted
EBITDA that you disclose here and on page 72  does not agree to that reflected on page
64.  Please revise so that the pro forma gross profit and pro forma adjusted
EBITDA discussed here and on page 72 agrees with your pro forma financial information
disclosed on pages 51 and 64 of the filing.  Also, please revise your discussion here and
on page 72  to also disclose that you incurred a pro forma operating loss of $1.7 million
for 2020 and a pro forma net loss of $1.6 million for this period.
4.It appears that the majority of your disclosure throughout, including the performance
measures and metrics, relate only to GeniusU.  Please revise here and elsewhere
throughout your prospectus to include materially complete disclosure for each of the
companies that are or will be part of the Genius Group and will be material to the
combined company, including a clear description of how each of the companies generates
revenue.  In particular, please explain how the companies that do not appear to generate
revenue through students or education classes, such as Entrepreneur Resorts, fit into the
current disclosure included throughout, as it appears that Entrepreneur Resorts generates
revenue through membership fees, hotel stays, and restaurants.  Please also indicate the
contribution to revenue for each of the companies that are or will be part of the Genius
Group so that investors understand the importance of each to your overall business.
5.Please disclose the measure (ex: revenues, number of students, etc.) by which you believe
you are a "world leading entrepreneur Edtech and education group."  Please also disclose
how you define an "entrepreneur Edtech group" and how this differs from a general
Edtech company.  We also note your disclosure on page 92 that you believe there are no
global companies directly competing with you to develop a uniquely entrepreneurial
curriculum.  Given this statement, please explain how you are a world leading
entrepreneur Edtech company.  Please also explain how entrepreneurial curriculum relates
to certain of your businesses such as Education Angels, E-Square and the University of
Antelope Valley.
6.We note that your growth model is to acquire accredited schools, colleges and
universities.  Please explain what it means that these schools are accredited, including the
specific standards under which they are accredited.
7.You note that your training products and tools are used by leading companies such as
Google, IBM and Microsoft, as well as other companies that are listed on page 75.  Please
tell us whether these companies currently use your training and assessment products, the
extent and time period of their use, how they use these products and the fee structure (ex:
a flat fee for use for all employees at these companies, fees charged per student, etc.) and
whether they are representative of your current customers.  Please also indicate how you
generate revenue from such customers.  In the alternative, please delete these references.
8.Where you state that you have an average annual revenue growth rate of 50% year-over-
year, and 143% in 2020, please separately present organic growth so that investors can

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 August 5, 2021 Page 3
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
August 5, 2021
Page 3
understand the extent to which your growth is due to acquisitions.  Please include similar
disclosure in your chart on page 8.
9.Where you state that you have 1.8 million students, please clarify that 1.77M are "free
students," and you have only 33,000 paying students.  Please also clarify elsewhere in
your prospectus how you generate revenue, if at all, from "free students."
A Brief History, page 7
10.On page 8, you disclose that combined revenues in 2019 of the Pre-IPO Group, which
includes Entrepreneur Resorts, acquired in July 2020, were $9.9 million and a net loss
before tax was $1.6 million after eliminations.  Please note that it does not
appear appropriate to reflect the results of Entrepreneur Resorts which was not acquired
until July 2020 in your 2019 results.  Please revise or advise as appropriate.
11.The total assets at the end of 2020 on a pro forma basis of $109.5 million and the total pro
forma liabilities of $20.9 million as disclosed in the second paragraph on page 8 do not
agree to the amounts in the pro forma balance sheet on pages 52 and 53.  Please reconcile
and revise these disclosures.
The Offering , page 17
12.In the first bullet point at the bottom on page 17, you indicate that your outstanding shares
excludes 5,046,894 shares underlying options with a weighted average exercise price of
$6.41 per share.  Please reconcile this amount with the share options disclosed in the table
on page 107 which indicates that you have issued 499,830 stock options to date, as
adjusted for your stock split.  Also, please reconcile these amounts with the amounts
disclosed in Note 21 to your audited financial statements.  Additionally, if the options
disclosed in Note 21 have not been revised to give retroactive effect to your 6 for 1 stock
split, please revise the number of outstanding options disclosed in Note 21 to give
retroactive effect to the stock split.
Non-GAAP Financial Measures - Adjusted EBITDA
Genius Group Operating Data (Pre-IPO Group Excluding IPO Acquisitions), page 20
13.In addition to EBIDTA margin, please disclose the comparable margin calculated in
accordance with IFRS.
14.Since your financial statements are prepared in accordance with IFRS, please label these
measures as non-IFRS financial measures.
15.Please clarify the calculations included for the operating data included in this section.  For
example, it is unclear how you have calculated Average Annual Revenue per Student of
$15.48, or Average Acquisition Cost per Student of $0.76.  If you are using overall
revenue for the entire Pre-IPO Group, please tell us why you believe this is appropriate
given that certain companies in the group, such as Entrepreneur Resorts, do not appear to
have students or partners.  Please also tell us whether you include the number of free

 FirstName LastNameRoger Hamilton
 Comapany NameGenius Group Ltd.
 August 5, 2021 Page 4
 FirstName LastNameRoger Hamilton
Genius Group Ltd.
August 5, 2021
Page 4
students in your calculation of certain operating data, such as the Average Acquisition
Cost per Student, and if so, why.  In addition, where you state that the average customer
retention is three years on the platform, please indicate whether you are referring to paid
or free students.  Please also disclose the rate at which free students have become paid
students in prior periods.  Finally, please tell us whether these metrics are relevant to the
Pre-IPO Group as a whole, or relate only to GeniusU Ltd.
Risk Factors, page 22
16.Please add a risk factor discussing the fact that your auditor has expressed substantial
doubt about your ability to continue as a going concern.
Use of Proceeds, page 44
17.You note that you intend to use a portion of the net proceeds for "strategic acquisitions to
cover the cash portion of the acquisition costs for the IPO Acquisitions."  Please make
clear whether the net proceeds will be used only for the IPO Acquisitions, or also for
additional acquisitions.  If it will be used for additional acquisitions, please give a brief
description of the businesses you may acquire and information on the status of the
acquisitions.  See Item 3.C. of Form 20-F.
Dilution, page 48
18.We are unable to determine how you calculated or determined your net tangible book
value of the Pre-IPO Group as of December 31, 2020 or the pro forma net tangible book
value of the Pre-IPO Group plus the IPO Acquisitions as of December 31, 2020.  Please
provide us with your computations of these amounts in total and on a per ordinary share
basis.
Summary Combined Unaudited Pro Forma Financial Data for Genius Group (Including IPO
Acquisitions), page 50
19.Please include a column that presents the pro forma adjustments for all identified material
IFRS differences of the acquisitions that are not prepared under IFRS.  Include footnotes
as necessary that clearly explain how adjustment amounts were determined.
20.Please revise the introductory paragraph to the pro forma financial information for the
Genius Group to disclose the material terms of each acquisition transaction reflected
therein, including the nature and amount of the consideration issued for each acquisition
transaction.
21.Pleases revise to disclose the Genius Group's historical basic and diluted earnings per
share and pro forma basic and diluted earnings per share on the face of the pro forma
statement of profit and loss.  The notes to the pro forma financial information should also
be revised to explain the assumptions used to calculate pro forma basic and diluted
earnings per share.

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 Comapany NameGenius Group Ltd.
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 FirstName LastName
Roger Hamilton
Genius Group Ltd.
August 5, 2021
Page 5
22.Reference is made to footnote (4).  Please revise the notes to the pro forma financial
information to disclose the methods and significant assumptions used to determine the fair
values of the various categories of intangible assets recognized in connection with the
acquisition transactions.  Also, please explain the basis or rationale for using a share price
of $5.81 per share for purposes of valuing the shares to be issued in the acquisition
transactions.
23.The disclosure on page 8 of the financial statements for the University of Antelope Valley,
Inc. indicates that they elected to apply the alternative accounting and disclosures for
certain variable interest entities provided to private companies under U.S. GAAP, which
allowed them to deconsolidate their variable interest in UAV, LLC beginning January 1,
2018.  If Genius Group will be required to consolidate this variable interest entity under
IFRS upon their acquisition of this entity and the completion of their IPO, please revise
the pro forma financial information to give effect to the consolidation of this entity in
connection with the acquisition transaction.  If you do not believe this variable interest
entity will be required to be consolidated under IFRS, please explain your basis for this
conclusion.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
60
24.In light of the significant growth in member numbers on your platform during the
pandemic, often enrolling in free courses, please clarify any trends as to whether these
new members have generated significant revenues or trends related to converting new free
members into paid members.  Further, please clarify whether you have experienced
significant turnover among your members, partners, faculty members, and City Leaders in
recent periods.
Key Business Metrics, page 61
25.Please clarify whether the metrics listed in this section are distinguishable from those
presented on pages 20-21 of your registration statement, and whether your calculation of
these metrics differs based upon whether they fall under the category of Genius Group
Measures or Edtech Measures.  Please also revise to quantify the metrics and present a
clear definition of how the metrics are calculated in this section.  For the additional
metrics discussed under "Genius Group Measures," such as "billings as a percentage of
completion of work in progress," or "newly-obtained contracts," please similarly quantify
and define how the metrics are calculated, or tell us why you believe such disclosure is not
required.  Refer to Release No. 33-10751, Commission Guidance on Management's
Discussion and Analysis of Financial Condition (February 25, 2020).  In addition, tell us
and revise to disclose why these metrics provide meaningful information to an investor
considering that they appear to only include data for the Pre-IPO Group.

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Genius Group Ltd.
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Results of Operations
Year Ended December 31, 2020
Operating Expenses, page 63
26.We note your disclosure here and on page F-8 indicates that you have taken measures to
control costs and have availed yourself of government funding and support schemes to
cater to the unprecedented pandemic scenario.  Please revise your disclosure here or
elsewhere as appropriate to discuss these measures in greater detail and quantify such
measures to the extent practicable.
Liquidity and Capital Resources, page 66
27.We note that your "ability to continue as a going concern for the foreseeable future
involves significant judgment."  Please revise to disclose the amount you will need to
meet material cash requirements from known contractual and other obligations in the next
twelve months, and specify whether you are dependent on the proceeds of the offering to
meet your short-term liquidity requirements.
28.Please revise to discuss the material terms of, and current obligations under, your
convertible debt described in Note 19 of the notes to your financial statements.
Operating Activities, page 66
29.Your discussion of cash flows from operating activities appears to focus on how this
amount was derived in each period.  The discussion should be a comparative analysis of
material changes in this amount between periods.  In your analysis, please note that
references to results of operations, which are prepared on the accrual basis of accounting,
and working capital movements may not provide a sufficient basis for an investor to fully
understand comparative changes in terms of cash.  Your discussion should address the
drivers underlying each factor cited.  For example, please discuss the specific items that
created favorable and unfavorable movements in working capital in terms of cash and the
reasons underlying such movements.  Refer to Item 5 of Form 20-F for guidance.
Contractual Obligations, page 67
30.Please discuss the material terms of your contractual obligations under the operating
leases