6-K
Genius Group Ltd (GNS)
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 November, 2025
Commission File Number: 001-41353
GeniusGroup Limited
(Translation of registrant’s name into English)
3Temasek Avenue,
#18-01,Centennial Tower,
Singapore039190
(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.
On November 15, 2025, the Company’s attorneys, Christian Attar and Grant & Eisenhofer, P.A. filed a Class Action Complaint (the “Complaint”) in the United States District Court for the Southern District of New York alleging that Citadel Securities LLC, and Virtu Americas LLC (collectively, the “Defendants”) engaged in a long-running market manipulation scheme that includes spoofing and naked short selling of the Company’s shares and related acts in violation of under Sections 9(a) and 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), and U.S. Securities and Exchange Commission (“SEC”) Rule 10b-5 promulgated thereunder, among others.
A press release and copy of the Complaint are attached as exhibits.
Allegations in the Complaint include:
“Between April 12, 2022 and May 30, 2025 (the “Class Period”), Citadel, together with Virtu, was the largest trader of Genius securities, jointly executing 65%-85% of all over-the-counter trading.” (Complaint at paragraph 9).
“During the Class Period, Defendants placed at least 1,395,792 manipulative Baiting Orders totaling at least 139,579,200 shares on U.S. exchanges. Defendants’ manipulative trading was profound and pervasive. During the Class Period, Defendants orchestrated Spoofing Events on 758 of the 760 trading days, representing nearly 100% of all trading days – at times placing thousandsof Baiting Orders in the market on a given day. Shortly after flashing these Baiting Orders and achieving the desired price movement (or in tandem therewith), Defendants cancelled all of the fictitious Baiting Orders.” (Complaint at paragraph 39).
“It is important to note that these figures are conservative because trading data on U.S. exchanges is anonymized, making spoofing activity particularly difficult to detect. Despite this limitation, Plaintiff was able to identify Defendants’ spoofing activity by matching anonymized transactions from U.S. exchanges (in which Defendants were significant market makers) with Defendants’ off-exchange activity, wherein Defendants significantly increased their short positions immediately before exchanges were flooded with Baiting Orders that caused significant declines in the price of Genius stock.” (Complaint at paragraph 40).
“Defendants engaged in “naked short-selling” in violation of Regulation SHO, in order to send false information regarding supply and demand to the market and drive the price of Genius stock down.” (Complaint at paragraph 51).
“Throughout the Class Period, over 94% of the days demonstrate persistent negative price impact associated with spoofing and abusive short selling in Genius shares, impacting the majority of prices that executed each day, which executed at artificially lowered prices than would otherwise have occurred. Moreover, on 48% of all trading days, the adverse price impact persisted in a manner that resulted in a close-to-close daily price loss of more than 1% in Genius stock. The impact was even greater on certain days—for example, for 66 trading days, the spoofing and abusive short selling accompanied one-day price declines in Genius stock of over 10%.” (Complaint at paragraph 77).
“Prior to the start of the Class Period, regulators had warned Defendants that the market-access and trading platforms they had developed and operated could be - and in fact had been - used to facilitate unlawful trading activity such as spoofing, and had cited Defendants for failure to exercise the required degree of supervision over order flow. Indeed, Citadel was fined $23 million for using algorithmic trading to identify price differences in market feeds and exploit those differences to benefit itself at the expense of its customers. Again, Citadel’s fraudulent scheme involved flashing ‘non-marketable order[s] to be displayed in the market at a price that was less than the’ best bid offer ‘for up to one to five seconds’ - just like the fleeting Baiting Orders at issue here.” (Complaint at paragraph 60).
“The SEC and other regulators specifically found that, during the Class Period, Defendants failed to maintain adequate supervisory systems, recordkeeping, and communications controls - deficiencies that regulators have repeatedly warned create precisely the conditions under which manipulative trading can occur - and that, as a result, Defendants reported false information to regulators and market participants. Indeed, in 2023, Citadel was specifically fined for widespread and longstanding violations of Regulation SHO’s proscription on abusive and manipulative short selling, including “naked” short-sales. Significantly, the SEC found that Citadel ‘failed to timely and/or accurately report data for tens of billions of equity and option order events.’” (Complaint at paragraph 61).
“Defendants had a strong financial incentive to engage in spoofing of Genius stock. By placing fictitious Baiting Orders, Defendants were able to drive the price of Genius stock down over the long term, thereby benefitting their pre-existing short positions and allowed Defendants to advantageously ‘internalize’ customer order flow using the deceptive practice Virtu’s own senior officer called the Three Tick Boogie.” (Complaint at paragraph 66).
“Plaintiff brings this action as a class action pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3) individually and on behalf of a Class consisting of all persons and entities that sold or otherwise disposed the publicly traded stock of Genius between April 12, 2022 and May 30, 2025.” (Complaint at paragraph 82).
“Excluded from the Class are: (i) Defendants; (ii) present or former executive officers of Defendants, members of Defendants’ Board, and members of their immediate families (as defined in 17 C.F.R. § 229.404, Instructions (1)(a)(iii) and (1)(b)(ii)); (iii) any of the foregoing persons’ legal representatives, heirs, successors, or assigns; (iv) any entity in which Defendants have or had a controlling interest; and (v) any affiliate of Defendants.” (Complaint at paragraph 83).
“The members of the class are so numerous that joinder of all members is impracticable. Throughout the Class Period, shares Genius stock were actively traded on the NYSE. While the exact number of class members is unknown to Plaintiff at this time and can only be ascertained through appropriate discovery from Defendants, Plaintiff believes that there are at least hundreds, if not thousands, of members in the proposed class. Class members may be identified from corporate records and may be notified of the pendency of this action by mail using a form of notice customarily used in securities class actions.” (Complaint at paragraph 84).
“During the Class Period, Defendants used the means and instrumentalities of interstate commerce, the U.S. mails, and the facilities of a national securities exchange to engage in the manipulative and deceptive trading scheme alleged herein. Accordingly, Defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 in that they: (i) employed the device, scheme, or artifice to defraud alleged herein; (ii) made materially false or misleading statements and omissions of material fact, including regarding market supply and demand for Genius securities, alleged herein; (iii) engaged in the acts, practices, and courses of business alleged herein, which operated as a fraud or deceit upon Plaintiff and upon members of the Class. The manipulative and deceptive conduct, and misleading statements and omissions complained of herein, were designed to, and did: (i) deceive the investing public, including Plaintiff; (ii) cause the market price of Genius shares to trade below its true value; and (iii) cause Plaintiff as well as other class members to sell or otherwise dispose Genius shares at artificially deflated prices that did not reflect the stock’s true value during the Class Period. In furtherance of their unlawful scheme, plan, or course of conduct, Defendants took the actions alleged herein.” (Complaint at paragraph 90).
“Based upon the conduct described above, Defendants’ manipulative scheme violated Section 9(a)(2) of the Securities exchange Act of 1934, which makes it unlawful to engage in a series of manipulative transactions ‘in any security . . . creating actual or apparent active trading in such security, or raising or depressing the price of such security, for the purpose of inducing the purchase or sale of such security by others.’ (Complaint at paragraph 100).
“As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff suffered damages in that Plaintiff sold and/or issued for value Genius shares at manipulated prices, in reliance on an assumption of a market free from manipulation.” (Complaint at paragraph 96).
ExhibitIndex
Exhibit 99.1 - Press Release dated November 14, 2025
Exhibit 99.2 - Case 1:25-cv-09546 Genius Group Limited v. Citadel Securities LLC et al Complaint
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: November 17, 2025 | ||
| By: | /s/ Roger Hamilton | |
| Name: | Roger Hamilton | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit99.1
GeniusGroup files Federal Securities Class Action Lawsuit against Citadel Securities and Virtu Financial for Alleged Market Manipulation.
SINGAPORE,November 14, 2025 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI-powered, Bitcoin-first education group, today announced it has filed a Class Action Complaint in the United States District Court for the Southern District of New York alleging that Citadel Securities LLC, and Virtu Americas LLC (the “Defendants”) engaged in a long-running market manipulation scheme that includes spoofing and naked short selling of the Company’s shares and related acts in violation of Section 10(b), Sections 9(a)(2) and 9(e) and Section 20(a) of the Securities Exchange Act of 1934.
The Company believes the lawsuit sets a number of precedents with regards to the protection of shareholder interests and the Company. As such, the Company is taking action to recover damages caused due to alleged market manipulation:
| ● | This lawsuit is a Class Action Complaint filed on behalf of the Company and ALL of its investors who sold Genius Group stock at artificially deflated prices as a result of Defendants’ alleged abuses. |
|---|---|
| ● | Pursuing a class action will help the Company facilitate a recovery not just for Genius Group’s losses, but for all its harmed shareholders as well. |
| ● | The Company will ask the Court to appoint it “lead plaintiff” in the class action, so that the Company can effectively manage the litigation and diligently work to protect its shareholders’ interests. |
The class action complaint filed today that Defendants engaged in longstanding and widespread manipulative trading scheme centered on repeatedly “spoofing” Genius Group stock. “Spoofing” is a manipulative and illegal trading practice that involves submitting and then cancelling buy or sell orders without any genuine intent to execute them. The purpose of these “baiting orders” is to mislead other market participants about the level of supply and/or demand for a security, or about the degree of price volatility associated with a security, and thereby influence market prices for that security.
The complaint alleges that for a period of at least three years – between April 12, 2022 and May 30, 2025 (the “Class Period”) – Defendants repeatedly entered thousands of spoofing trades designed to create the false impression that there was both excess supply and excess volatility in Genius stock. The Company has confirmed that the lawsuit seeks at least the previously reported no less than $250 million in damages.
These manipulative orders were calculated to (and successfully did) deceive or induce other investors to sell their holdings at artificially deflated prices. In particular, the complaint alleges:
| ● | On<br> 98% of all trading days during the Class Period, Defendants repeatedly entered<br> spoofing trades designed to manipulate the price of Genius stock. Defendants<br> entered dozens – sometimes thousands – of such trades on a given trading day,<br> canceling them within milliseconds of placement. |
|---|---|
| ● | Defendants<br> repeatedly built massive short positions through off-exchange trading over a few trading<br> days, and then bombarded the market with spoofing trades (baiting orders canceled within 100 milliseconds of placement) causing significant declines in the price of Genius<br> Group stock. |
| ● | Less than a minute after these baiting orders were placed, Defendants sold significant<br> volumes of Genius stock short through off-exchange trading. |
| ● | Defendants<br> also engaged in significant naked short-selling, i.e., improper short<br> sales that are unsupported by existing market inventory. Indeed, major declines in Genius<br> Group stock were also accompanied by large spikes in evidence of such activity. |
In filing this class action, Genius Group is demonstrating its commitment to its shareholders and the Company intends to work diligently to protect their interests.
Roger James Hamilton, CEO of Genius Group, said “We have been consistent in calling for fair markets and taking actions to protectour shareholders. The filing of this lawsuit is an important milestone for the company in what has been a long, multi-year fight to protectthe company and its shareholders and expose unfair and illegal practices that our investors have dealt with.”
“Eventoday, multiple brokers have taken away the buy button on Genius shares while leaving the sell button, making it hard to buy but easyto sell our stock without providing adequate explanation as to why they are choosing to target our company. We give notice to any andall bad actors seeking to profit at the expense of our shareholders that we will continue to take forceful, proactive action to defendour company.”
The Company and its legal team will continue to provide updates to its shareholders on this case as appropriate. The Company also reminds shareholders of the record date of November 28, 2025 to transfer shares via the Direct Registration System (DRS) to book entry with the Company’s transfer agent, VStock in order to benefit from the Bitcoin Loyalty Payment program, designed to reduce the number of Company shares available to short sellers. Full details of the program can be found here.
AboutGenius Group
Genius Group (NYSE: GNS) is a Bitcoin-first business delivering AI powered, education and acceleration solutions for the future of work. Genius Group serves 6 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 investor@geniusgroup.ai
Exhibit 99.2
