0001493152-26-018594
SEC filingGenius Group closed $8M registered direct offering of 21.6M ordinary shares/pre-funded warrants and acquired 9.9% equity interest in Jewel Financial Limited via convertible note using offering proceeds and 15M shares.
Genius Group executed a dual-purpose capital raise and strategic acquisition to advance its GENIUS Act objectives of entering stablecoin issuance and digital asset services. The $8M registered direct offering via shelf registration (Form F-3, effective July 18, 2025) provides immediate liquidity, with $5.5M directly funding the purchase of a $2M convertible note from Jewel Investments LLC. This note converts immediately into 9.9% of Jewel Financial Limited, securing an effective 9.9% economic interest in Jewel Bancorp Limited—Bermuda's sole dual-licensed digital bank with full banking and Class F digital asset licenses. Jewel Bank is developing JUSD stablecoin and related custody/settlement infrastructure, aligning with Genius Group's AI-education pivot into blockchain-enabled financial services. Additional consideration of 15M shares (deemed $0.40/share) brings total transaction value to $11.5M, with $5M cash to Bank working capital and $0.5M to existing shareholders. The deal includes an Equity Adjustment Right post-Investco's remaining capital contributions and board appointment rights for Genius Group (one director). Regulatory safeguards limit voting to 1 vote/share and require BMA approvals for ownership thresholds beyond 10%. Insider lock-ups (30 days post-Offering) and registration rights for the 15M shares enhance governance. Remaining proceeds support general corporate purposes amid the Company's global AI-education operations serving 6M users.