6-K

Genius Group Ltd (GNS)

6-K 2025-06-30 For: 2025-06-30
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Added on April 07, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE13A-16 OR 15D-16 UNDER THE SECURITIES

EXCHANGEACT OF 1934

For the month of June, 2025

Commission File Number: 001-41353

GeniusGroup Limited

(Translation of registrant’s name into English)

8Amoy Street, #01-01

Singapore 049950

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

ExhibitIndex

Exhibit

EX<br> 99.1 Genius Group Board appoints Kevin Malone as Board Advisor.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENIUS GROUP LIMITED
Date:<br> June 30, 2025
By: /s/ Roger Hamilton
Name: Roger<br> Hamilton
Title: Chief<br> Executive Officer<br><br> <br>(Principal Executive Officer)

Exhibit99.1

GeniusGroup Board appoints Kevin Malone as Board Advisor.


SINGAPORE,June 30, 2025 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI-powered, Bitcoin-first education group, today announced that it has appointed Kevin Malone as an advisor to the Board. Mr. Malone brings experience advising companies and investors on fighting market manipulation, together with over 40 years of family experience in wealth management

Kevin Malone is the CEO and President of Malone Wealth, a Registered Investment Advisory Firm, managing a range of investments in companies focused at AI, Web3 and exponential technology. He also founded the Malone Wealth Charitable Fund with a mission to empower the next generation with essential financial knowledge by integrating personal finance education into the U.S. education system.

Mr. Malone has built a reputation advocating for fair markets and fighting against market manipulation. He has invested in multiple companies led by management teams taking legal action against alleged market manipulation, including in Genius Group from January 2023, when the Company announced the commencement of legal actions and preventative measures to protect its shareholders.

As the Company prepares to file its lawsuit for alleged market manipulation including naked short selling and spoofing, it has appointed Mr. Malone to provide his expertise and strategies to the board, and to work together with the Company’s team of lawyers and data analysts both prior to and following the filing.

Mr. Malone said “In 2021, when multiple brokerages removed the buy button on GameStop, Wall Street stole millions of dollars of my client’s money from them. That moment changed my trajectory forever. I committed to becoming a fiduciary who actively fights against market corruption. This is what every single advisor who says they are a fiduciary should be doing”.

“Over the last two months after joining Quantum, I saw the same thing occur again, this time with multiple brokerages removing the buy button on Genius, Quantum, and multiple other companies. Genius has been building evidence for its lawsuit for 30 months now, and now that they are getting ready to file it is shocking to see this kind of behaviour against the company and its investors. However, much has changed over the years, with better data collection, data analysis, legal precedents and tools available to pinpoint and prosecute market manipulators. I’m excited to be working with Genius and now is the time to make a stand.

To align himself with his commitment to shareholder advocacy and long-term value creation, Mr. Malone has elected to take his compensation for this advisory role entirely in the form of Genius Group shares. “I’ve always believed in putting skin in the game,” said Mr. Malone. “By taking equity instead of cash, I’m aligning myself directly with the current and future shareholders. I’m here to stand with the retail investors from the $GME $QNTM, $BBBY, $MMTLP, and $AMC communities who’ve been pushing for transparency and accountability across the markets. Genius is preparing to take meaningful legal action, and I want to be fully invested in supporting that mission from the inside. This is about long-term commitment, accountability, and driving change where it’s needed most.”

Genius Group CEO, Roger Hamilton, said “I’m pleased to welcome Mr. Malone to the Genius team. Not only does he have extensive experience and expertise to offer our board, he also shares our passion for education. His charity focus on financial education is fully aligned with Genius Group’s mission of empowering humanity through education. That includes company board members, who should be aware of the potential misconduct taking place in the trading of their shares, and the measures they can take to protect their shareholders. Mr. Malone has already been a great help in this regard, and we look forward to working with him.”

AboutGenius Group

Genius Group (NYSE: GNS) is an AI powered education group with a Bitcoin-first treasury, delivering education and acceleration solutions for the future of work. Genius Group serves 5.8 million users in over 100 countries through its Genius City model and online digital marketplace of AI training, AI tools and AI talent. It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at the individual, enterprise and government level. To learn more, please visit https://www.geniusgroup.ai/


Forward-LookingStatements

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will”, “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise. No information in this press release should be construed as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.


Contacts


For enquiries:

Contact Genius Group: investor@geniusgroup.ai