Genius Group Completes $8 Million Registered Direct Offering

(SeaPRwire) –   SINGAPORE, April 16, 2026 — Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI-powered education group, today announced that it has closed its previously announced registered direct offering (the “Offering”) of 21,621,621 ordinary shares (or pre-funded warrants in lieu thereof) at a public offering price of $0.37 per share. The Company received total gross proceeds of $8,000,000 from the Offering, prior to deducting placement agent fees and other related expenses.

D. Boral Capital LLC served as the exclusive placement agent for the Offering.

The Company intends to allocate $5,500,000 of the Offering’s net proceeds to fund the acquisition of a Senior Secured Convertible Promissory Note, which will be immediately converted into 9.9% of the equity of Jewel Financial Limited — the sole shareholder of Jewel Bancorp Limited, Bermuda’s only dual-licensed digital bank — advancing its previously announced GENIUS Act plans to become a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider.

In addition to the cash consideration, the Company will issue 15,000,000 ordinary shares to the sellers at a deemed price of $0.40 per share as additional consideration for the acquisition. The Company entered into a Note Purchase Agreement with these terms concurrently with the closing of the Registered Direct Offering.

Jewel Bancorp Limited holds both a full banking license and a Class F digital asset business license issued by the Bermuda Monetary Authority under the Digital Asset Business Act 2018. Jewel Bank is developing a U.S. dollar-denominated stablecoin (JUSD) and digital asset banking services, including custody, settlement, and stablecoin infrastructure. The remaining net proceeds from the Offering will be used to support working capital needs and general corporate purposes.

The ordinary shares (or pre-funded warrants in lieu thereof) were offered by the Company under an effective shelf registration statement on Form F-3 (Registration No. 333-288534), which the U.S. Securities and Exchange Commission (the “SEC”) declared effective on July 18, 2025. A prospectus supplement outlining the terms of the Offering has been submitted to the SEC and is accessible on the SEC’s official website at http://www.sec.gov and the Company’s investor relations website at https://ir.geniusgroup.net. Copies of the prospectus supplement and accompanying base prospectus related to the Offering can be requested from D. Boral Capital LLC at 590 Madison Avenue, 39th Floor, New York, NY 10022, Attn: Syndicate Department, via phone at +1 (212) 970-5150, or via email at dbccapitalmarkets@dboralcapital.com.

This press release does not constitute an offer to sell securities or a solicitation of an offer to purchase securities, nor will any securities sales occur in any state or jurisdiction where such offers, solicitations, or sales would be illegal before completing registration or qualification under the securities laws of that state or jurisdiction.

About Genius Group

Genius Group (NYSE American: GNS) is an education group that delivers AI-powered education and acceleration solutions for the future of work. Genius Group serves 6 million users in over 100 countries through its Genius School, Genius Academy, Genius Resorts and Genius City models. It provides personalized, entrepreneurial AI learning pathways that combine human talent with AI skills and AI solutions for individual, enterprise, and government clients. To learn more, please visit https://www.geniusgroup.ai/

Information regarding Genius Group’s GENIUS Act plans — including attaining status as a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider, and launching its GEMs (Genius Education Merits) and Genius Wallet — is available here.

About Jewel Bancorp Limited

Jewel Bancorp Limited is a Bermuda exempted company that holds both a full banking license and a Class F digital asset business license issued by the Bermuda Monetary Authority pursuant to the Digital Asset Business Act 2018, making it Bermuda’s only dual-licensed digital bank. Jewel Bank is currently developing a U.S. dollar-denominated stablecoin (JUSD) and digital asset banking services, including custody, settlement, and stablecoin infrastructure. The bank is awaiting final regulatory approvals and its launch, which is expected later this year. A portion of the Offering’s net proceeds will be used to fund the Company’s acquisition of a Senior Secured Convertible Promissory Note that can be immediately converted into 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited.

Forward-Looking Statements

Statements contained in this press release include forward-looking statements as defined under 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 terms such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or similar phrasing. These forward-looking statements are inherently subject to a range of risks, trends, and uncertainties; many of these factors cannot be accurately predicted by the Company, and some may not even be anticipated by the firm, and could cause actual results to differ materially from the projections or implications outlined in the statements. These risks include, but are not limited to, the ability to complete the Offering on the disclosed terms or at all, the ability to meet customary closing conditions, market conditions, regulatory changes impacting the digital asset and stablecoin sectors, and other risks detailed in the Company’s filings with the SEC. Readers are advised not to place undue reliance on these forward-looking statements and are encouraged to review the factors listed here alongside additional risks outlined under the “Risk Factors” section of the Company’s Annual Reports on Form 20-F, as supplemented or amended by the Company’s Foreign Private Issuer Reports on Form 6-K. The Company does not undertake any obligation to update or revise any forward-looking statements that become inaccurate as a result of subsequent events, new information, or other changes.

Contacts
For any enquiries, please contact investor@geniusgroup.ai