UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE13A-16 OR 15D-16 UNDER THE SECURITIES

EXCHANGEACT OF 1934

Forthe month of July, 2025

CommissionFile Number: 001-41353

GeniusGroup Limited

(Translationof registrant’s name into English)

3Temasek Avenue,

#18-01,Centennial Tower,

Singapore039190

(Addressof principal executive offices)

Indicateby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form20-F ☒ Form 40-F ☐

Indicateby check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.

Note:Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual reportto security holders.

Indicateby check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.

Note:Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document thatthe registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange onwhich the registrant’s securities are traded, as long as the report or other document is not a press release, is not required tobe and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been thesubject of a Form 6-K submission or other Commission filing on EDGAR.

Conversionof Founder Shares

OnJuly 24, 2025, the Company’s Board signed a resolution to approve the conversion of 6 million class A ordinary shares currentlyheld at the Company’s transfer agent under the ownership of Roger Hamilton, Chief Executive Officer to Class C Ordinary Shares.

TheCompany has received approval from its shareholders at the Annual General Meeting held on July 7, 2025, authorizing the Board of Directorsto convert and issue, amongst other classes of shares, Class C Ordinary shares.

TheClass C Ordinary Shares hold the voting right of ten votes per share. Class C ordinary Shares are not listed on NYSE and will be privatelyheld.

Inlight of the Company’s various actions to prevent further damage to the Company by potential bad actors, and to mitigate the riskof a hostile takeover of the Company, the Company believes this conversion represents a significant step to protect the Company and itslong term shareholders and enables the Company to achieve its vision and mission.

Furthermore,this conversion results in the tradable shares of the Company being reduced by 6 million shares.

SIGNATURES

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.