Genius Group closes $8 million share offering to fund bank acquisition

Genius Group Limited (NYSE American: GNS) completed a registered direct offering of 21,621,621 ordinary shares at $0.37 per share, generating $8 million in gross proceeds before fees and expenses, the company announced.

D. Boral Capital LLC served as the exclusive placement agent for the offering. The shares were sold under an effective shelf registration statement declared effective by the Securities and Exchange Commission on July 18, 2025.

The company will use $5.5 million of the net proceeds to acquire a senior secured convertible promissory note that converts into 9.9% equity in Jewel Financial Limited. Jewel Financial is the sole shareholder of Jewel Bancorp Limited, which operates as Bermuda's dual-licensed digital bank.

As additional consideration for the acquisition, Genius Group will issue 15 million ordinary shares to the sellers at a deemed price of $0.40 per share. The company entered into a note purchase agreement concurrent with closing the share offering.

Jewel Bancorp holds a full banking license and a Class F digital asset business license from the Bermuda Monetary Authority under the Digital Asset Business Act 2018. The bank is developing a US dollar-denominated stablecoin called JUSD and digital asset banking services including custody, settlement, and stablecoin infrastructure.

Genius Group stated the acquisition supports its plans to become a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider under its GENIUS Act initiative. The remaining net proceeds will fund working capital needs and general corporate purposes.

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