Genius Group Sets ERL Share Count Date for February 13, 2026
Share Count Exercise designed to resolve discrepancy on 68% of GNS shares reportedly held by brokers at time of ERL spinoff.
SINGAPORE, Jan. 12, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE:GNS) ("Genius Group", "GNS" or the "Company"), a leading AI-powered, Bitcoin-first education group, today announced that it has set a share count date for February 13, 2026, related to Genius Group shares associated with the Company's Asset Purchase Agreement ("APA") with Entrepreneur Resorts Ltd ("ERL").
The Company believes that the Share Count will have a positive impact for current Genius Group shareholders and ERL shareholders for the following two reasons:
Resolution of the 68% discrepancy of GNS shares reportedly held by brokers according to the Depository Trust & Clearing Corporation ("DTCC"): Out of the total of 50 million GNS shares to be distributed to ERL shareholders as part of the APA, there is currently a significant discrepancy of 68% between the 54.4 million GNS shares reportedly held by brokers according to the DTCC at the time of the spin-off share count date in August 2023, and the 17.4 million GNS shares verified to be owned by Genius Group investors via brokers at the time of the spin-off share count date, with the remaining 37.0 million GNS shares currently unaccounted for. The Share Count Exercise is designed to resolve this discrepancy.
An increase of up to 726% participation in the Company's Bitcoin Loyalty Payment Program: Out of the total of 50 million GNS shares to be distributed to ERL shareholders as part of the APA, there is currently 16.7 million shares whose ownership has been verified against GNS investors (excluding the Company and insiders). Following the Share Count Date of February 13, 2026, these 16.7 million shares are automatically being added to the Company's Bitcoin Loyalty Payment Program, increasing the number of shares in the program by 726% from 2.3 million to 19.0 million GNS shares. Investors may voluntarily withdraw from the program and forfeit the $0.10 per share bonus at any time between February 13 to May 28, 2026, so the final number of qualifying shares may be lower by the end of May 2026 depending on withdrawals.
Details of 68% Share Discrepancy
In August 2023, Genius Group completed a court-approved spin-off of its subsidiary ERL, with shares of ERL being distributed on a pro-rata basis to all GNS shareholders at the time of the Share Count Date of August 31, 2023. The Company attempted a full share count at the time. The share count was intended to identify both the number of ERL shares to be distributed to each GNS shareholder as well as any discrepancy between GNS shares claimed to exist under the street name of brokers versus actual shares issued by the Company.
Whilst the distribution of ERL shares occurred, a full share count was not possible at the time as the Depository Trust & Clearing Corporation (DTCC), which provides clearing, settlement and trade reporting services with all brokers, was only able to provide a total amount of GNS shares with brokers but not the list of exact GNS shareholders and their GNS shareholdings with each broker.
As a result, ERL had to verify directly with all GNS shareholders what their GNS shareholdings were as of the share count date. ERL conducted this verification with the support of Upstream Exchange from August 2023 to August 2025. However, after two years of verification the Company has only been able to connect 32% of shares reportedly held by brokers to actual GNS shareholders.
Out of a total share count of 74.0 million issued shares of Genius Group at August 31, 2023, a total of 54.4 million GNS shares (accounting for 74% of the total share issuance) was reported to be held in broker accounts by investors via DTCC. These 54.4 million GNS shares should have converted to a total of 9.97 million ERL shares. However, as only 32% of GNS shares reportedly held by brokers have been verified, this has resulted in a total of 6.8 million ERL shares out of 16.7 million ERL shares (accounting for 40.9% of all ERL shares) remaining as unallocated.
As of January 9, 2026, the breakdown of ERL shares that qualify for GNS shares are:
| ERL Shareholder | ERL Shares issued | GNS Shares to receive | % | |
| Genius Group | 749,969 | 2,249,907 | 4.5 | % |
| Directors & Officers (Insiders) | 3,524,128 | 10,572,384 | 21.1 | % |
| Investors (Book Entry - Verified) | 2,421,843 | 7,265,529 | 14.5 | % |
| Investors (Brokers - Verified) | 3,155,748 | 9,467,244 | 18.9 | % |
| Discrepancy (Brokers – Unaccounted) | 6,814,979 | 20,444,936 | 40.9 | % |
| Total | 16,666,667 | 50,000,000 | 100 | % |
In July 2025, Genius Group announced the Asset Purchase Agreement transaction with ERL by which the previously spun off ownership of ERL would return to Genius Group with all ERL shareholders receiving three GNS shares for each one ERL share, with a total of 16.7 million ERL shares converting to 50 million GNS shares.
Further to the completion of the APA, ERL has been holding the 50 million GNS shares in restricted form under Rule 144. Further to the Share Count Date of February 13, 2026, ERL will distribute all GNS shares, in book entry form via its Stock Transfer Agent, Vstock Transfer LLC ("Vstock"), to each verified ERL investor. Due to the current discrepancy, 40.9% of these GNS shares cannot be distributed as they have no verified owners, resulting in 20.4 million unallocated GNS shares.
By setting a new Share Count Date of February 13, 2026, the Company now seeks to resolve the discrepancy resulting from the August 2023 share count, and to identify the reasons for the discrepancy. The Company has formally informed the DTCC of the discrepancy and requested a full account of GNS shareholders and GNS shares held in order that the discrepancy can be resolved by that date.
Any investors who held GNS shares at the original Share Count date of August 31, 2023 and who has not claimed their shares through the Company's verification process can still do so up until the Share Count date of February 13, 2026. If you believe you are one of these investors, complete the verification process by emailing [email protected] with your details and broker statement from August 31, 2023.
Further to the Share Count date, the Company will report on its findings. Any remaining unaccounted GNS shares will be publicly reported and held in ERL's treasury, effectively reducing the total share float of the Company available for trading on the open market.
Details of 726% Increase in the Bitcoin Loyalty Payment Program
On October 23, 2025, the Company announced a Bitcoin Loyalty Payment, offering a $0.10 per share loyalty bonus for shareholders who move their shares from their broker via DRS to book entry from, payable in Bitcoin.
To qualify for the loyalty bonus, shareholders were informed they must move their shares to book entry form by November 28, 2025 and maintain their shares for six months in book entry. All shareholders whose shares remained on record in book entry on May 28, 2026 at 4.30pm (the "Qualifying Date") would automatically receive the loyalty bonus of $0.10 per share.
Based on the Company's share price of $0.63 at market close on January 9, 2026, the $0.10 per share loyalty bonus is currently equivalent to an annualized 32% return.
At the time of the announcement, it was also announced that all shareholders of ERL were also eligible for the Loyalty Payment.
Subsequent to the Share Count Date of February 13, 2026, all verified shareholders will automatically receive the GNS shares due to them based on the 3 for 1 ratio of GNS shares to ERL shares in book entry at Vstock and these will be automatically entered into the Bitcoin Loyalty Payment Program. Shareholder simply need to maintain their shares in book entry until May 28, 2026 to automatically receive the loyalty bonus of $0.10 per share.
As a result, 16.7 million currently verified shares will be added to the program on February 14, 2026 (less any withdrawals), increasing by 726% the participating in the Bitcoin Loyalty Payment Program from 2.3 million to 19.0 million GNS shares. Investors may voluntarily withdraw from the program and forfeit the $0.10 per share bonus at any time between February 13 to May 28, 2026, so the final number of qualifying shares may be lower by the end of May 2026 depending on withdrawals.
All eligible shareholders will be contacted prior to the Qualifying Date to provide their Bitcoin Wallet address or their Bank Account, and the loyalty bonus will be paid to all qualifying shareholders either in Bitcoin, which is the Company's recommended payment method, or by cash bank transfer.
ERL Shareholders may opt out of the program at any time from February 14 to May 28, 2026 by simply emailing [email protected]. The Company will be directly contacting all relevant shareholders on the process. For shareholders who opt out, the Company will notify vStock to DRS the relevant shares to the shareholders' broker account, and the loyalty bonus will be forfeited.
Of the total of 50 million GNS shares related to the ERL APA, in addition to the 16.7 million shares to be distributed to verified shareholders, 2.2 million GNS shares are to be allocated to Genius Group as a shareholder of ERL, and 10.6 million GNS shares are to be allocated to insiders as shareholders of ERL. The 2.2 million GNS shares allocated to Genius Group will be returned to the Company's treasury. The insiders that will receive the majority of the 10.6 million GNS shares for their shareholding in ERL have notified the Company that they intend to keep their shares in book entry form at Vstock.
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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