Genius Group Settles Litigation with Alto Opportunity Master Fund, SPC, Ayrton Capital, LLC and Waqas Khatri

SINGAPORE, March 29, 2023 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading entrepreneur edtech and education group, today announced it reached an amicable settlement with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, Ayrton Capital, LLC and Waqas Khatri (the "Parties”) and withdrawn the complaint, with prejudice, filed by the Company on February 27, 2023 in the United States District Court Southern District of New York (Case Number 1:23-cv-01639).

All parties have worked diligently together to ensure a mutually beneficial agreement has been reached for the joint benefit of the Company’s shareholders and the Parties’ limited partners.

The summary terms of settlement include:

  • The Company acknowledging that it does not believe that Ayrton is an unregistered broker-dealer, has not violated federal securities laws, and has otherwise committed no wrongdoing under the terms of the previously agreed upon August 24, 2022 convertible note financing agreement between the Company and the Parties.
  • The Company has opted to make the remainder of monthly payments it owes on the $18 million convertible note in cash over time, to ensure no further dilution of shares. As such, the Company will not be subject to any future installment-related accelerations at a variable price from the note, unless consented to by the Company.
  • The Company will deliver to the Parties 13 million ordinary shares relating to the redemption of convertible notes due for the period from January to March 2023.
  • The Parties have cancelled convertible notes conversion relating to 36 million of the 49 million shares included within the complaint.
  • The Parties will release the remaining $6.5 million of the note currently held in deposit to the Company.
  • The Parties will invest in the next bona-fide subsequent offering conducted by the Company, at a range of between $3.7 million to $6.2 million based on the Company’s current share price, the timing of such future raise to be at the Company’s discretion and the final amount within the range at the Parties’ discretion.
  • The Company also retains the right to an early redemption of the note, with a 60-day notice period for any such redemption.
  • Various restrictions related to the Company’s ability to operate its business were removed, which will enable further flexibility for the Company’s management navigating its strategic direction.
  • The Company and the Parties have also reaffirmed their commitment to work together in partnership for the benefit of their respective investors.

Genius Group’s CEO, Roger Hamilton, said, “We are very pleased to have reached a settlement in this matter. All parties have worked hard and shown a high degree of goodwill to find a satisfactory solution for all sides. I look forward to an ongoing and mutually beneficial partnership with Alto, Ayrton and Waqas Khatri.”

Alto and Ayrton Capital’s Principal, Waqas Khatri, said, “We invested in Genius Group as we believed in the Company’s mission, model and management. We are pleased to resolved this matter in a manner that is in the best interests for both our investors and the Company. We look forward to an ongoing partnership with Genius Group.”

The settlement of this complaint remains separate from other legal actions that Genius Group is currently pursuing and will continue to pursue against various parties, which unrelated to this now settled matter and does not include Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, Ayrton Capital, LLC and/or Waqas Khatri, for the recovery of damages that the Company believes have occurred due to market manipulation of its shares.

About Genius Group

Genius Group is a world leading entrepreneur Edtech and education group, with a mission to disrupt the current education model with a student-centered, life-long learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s market. The group has a group user base of 4.3 million users in 200 countries, ranging from ages 0 to 100.

For more information, please visit

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Flora Hewitt, Vice President of Investor Relations and Mergers and Acquisitions

Media Contacts: Adia PR

US Investors: 
Dave Gentry
RedChip Companies Inc