Genius Group Identifies 30.1 Million Shares to be retired and removed from Public Float.
The 30.1 Million Shares from the Company's ERL Share Count Exercise and ICC Arbitration Win is equivalent to 25.8% of the Company's Public Float.
SINGAPORE, April 23, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE:GNS) ("Genius Group" or the "Company"), a leading AI-powered education group, today announced that further to completion of its ERL Share Count Exercise and the Company's recently announced ICC Arbitration Win, it has identified a combined 30.1 million shares of Company common stock that it plans to move into trust or treasury, with the intention to permanently retire and remove them from its public float. All 30.1 million shares are currently held by its transfer agent, VStock Transfer LLC ("VStock").
The 30.1 million shares comprise 17.3 million unclaimed shares from the Company's Asset Purchase Agreement with Entrepreneur Resorts Ltd ("ERL") currently held at VStock, 5.5 million GNS shares payable to Genius Group for its prior shareholding in ERL to be returned to the Company's treasury, and 7.4 million shares awarded to the Company by the International Chamber of Commerce ("ICC") in its arbitration proceeding against LZG International, Inc, to be released from Vstock to the Company's treasury pending final agreement between parties or court order.
The Company intends to retire and remove the 30.1 Million Shares from the Company's public float, with the intention to eventually move all shares to treasury and subsequently to be cancelled as soon as practical, which will result in significantly reducing the Company's public float and total shares outstanding, benefiting existing shareholders.
Whilst the final amount to be retired and removed may change, based on whether any further claimants of unclaimed ERL shares are identified or whether the shares from the ICC arbitration win are subject to appeal by opposing parties and remain in escrow until resolved, the Company currently believes any future change to this number will not be material.
Excluding the 30.1 million abovementioned shares and excluding 30.4 million shares owned by insiders and held as restricted book entry form at VStock, and including the shares issued pursuant to the investment led by American Ventures LLC on April 16, 2026, the Company's remaining Public Float is 116.7 million shares.
The 30.1 million shares is equivalent to 25.8% of the Company's public float.
Roger James Hamilton, Founder and CEO of Genius Group, commented "The completion of our ERL Share Count Exercise and our ICC arbitration win represent significant milestones in our ongoing efforts to protect shareholder interests and strengthen our share structure. Our plan to retire and remove these 30.1 million shares will meaningfully reduce our total shares outstanding and public float, for the benefit of our shareholders."
ERL Share Count Exercise
On January 12, 2026, the Company announced a Share Count Date of February 13, 2026, to resolve a significant discrepancy in GNS shares held by brokers following the ERL spin-off in August 2023. The Share Count Exercise has now been completed with the following results:
- Total ERL Shares Issued: 50,000,000 GNS shares were issued to ERL shareholders as part of the Asset Purchase Agreement.
- Shares Claimed: 14,987,889 shares (30%) were verified and claimed by eligible shareholders.
- Insider and Treasury Held: 12,347,442 shares are held by insiders and 5,453,943 shares are already held in treasury.
- Unclaimed Shares: 17,272,952 shares (34.4%) remain unclaimed after the completion of the Share Count Exercise. These unclaimed shares are being held at VStock under ERL's name, which is now controlled by the Company. These shares have remained unclaimed for 2.5 years since October 2, 2023, despite ERL's best efforts to identify the claimants. ERL will continue to hold these shares for legitimate claimants until it has obtained the legal right to retire and cancel the shares.
ICC Arbitration Award
As announced on April 20, 2026, the Company received the final award from the ICC Arbitration proceeding against LZG International, Inc., entitling the Company to the return of 7.4 million shares of Genius common stock as part of the award. The 7.4 million shares awarded by the ICC are being held by VStock in escrow and the Company is currently taking all necessary actions for their legal release and return to the Company.
Bitcoin Loyalty Payment Program Update
Following the ERL Share Count Exercise, the 17.2 million verified ERL shares were added to the Company's Bitcoin Loyalty Payment Program, increasing participation in the program to 18.6 million GNS shares. Eligible shareholders that keep their shares in book entry form at our transfer agent, VStock, until May 28, 2026 qualify for a $0.10 per share loyalty payment, payable in Bitcoin or cash.
About Genius 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-Looking Statements
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.
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