Money flow

Despite our best efforts to avoid a reverse split, $GNS board has made the necessary decision to proceed with a 1-for-10 share consolidation to avoid potential delisting. We continue on our committed path of profitable operations, and building our balance sheet. In contrast to our current share price, our underlying business is the healthiest it has been. Full PR - ir.geniusgroup.net/news-even… The Company’s shares have been trading at a price of approximately $0.10 per share over recent trading days. The NYSE American has advised the Company that it generally views trading below $0.10 per share to be abnormally low under Section 1003(f)(v) of the NYSE American Company Guide, and that it may commence delisting proceedings and immediately suspend trading at such levels. The Board considers the consolidation a necessary step in light of this, as well as to strengthen the Company’s capital-market positioning as it advances its proposed ASX dual listing, continues to build towards operational profitability, and streamlines its share structure.

$GNS [ANALYSIS] Ritz v Genius Group Limited, Roger Hamilton and Eva Mantziou & Genius Group Limited v Ritz (+ Moe) - Countersuit Today's filings exhibits how Ritz and Moe repeatedly broke court rules by dumping nearly a hundred new files into the case months after the legal deadlines had passed. Even though Ritz and Moe’s previous lawyer confirmed in April 2026 that they had finished turning over all evidence, and the court officially closed the fact-gathering phase in June, their new legal team still attempted to slip in dozens of emails, WhatsApp messages, and questionable phone images in September and October. Beyond missing deadlines, Genius Group’s legal team demonstrates that the new photo evidence submitted by Ritz and Moe is completely unreliable. The seven images turned over in September were merely screenshots taken of an unidentified iPhone camera roll rather than the actual, original digital files. Without the original files and their hidden tracking data, there is no way to prove who took the pictures, when or where they were taken, or whether they were altered or pulled from public websites, especially since one photo mysteriously claims to be from an unknown person named "Sara." Furthermore, the filing highlights how Ritz and Moe’s lawyers dodged questions when asked to prove that the two men were planning to travel to Singapore as directors of LZG International to vote Genius Group shares, hiding behind the closed June deadline to avoid handing over travel records. To show the judge a broader pattern of dishonesty, Genius Group also included official records from other legal battles, most notably a July 2025 court order from Florida. In that case, Judge Lisa S. Walsh officially removed Ritz and Moe as directors of LZG International and banned them from reelection after finding they had committed fraud, abused their corporate power, and misappropriated millions of dollars, a ruling that directly contradicts their claims of acting as legitimate directors in 2026. By combining this prior judicial finding of fraud with testimony from an international arbitration hearing and proof of current rule violations, Genius Group has put Ritz and Moe in a difficult position, making it very likely that the federal judge will throw out their late, unverified evidence and rule in Genius Group’s favor.

$GNS [UPDATE] Ritz v Genius Group Limited, Roger Hamilton and Eva Mantziou & Genius Group Limited v Ritz (+ Moe) - Countersuit This legal filing is a formal declaration submitted by Eric J. Benzenberg, an attorney representing Genius Group, Roger Hamilton, and Eva Mantziou. In this filing, the Bezenberg is arguing against the Peter Ritz Michael Moe regarding late and problematic evidence disclosures. Bezenberg complains that the opposing side missed court-ordered deadlines to hand over documents, turning over screenshots of phone photos and message logs long after fact discovery had officially closed. Furthermore, the attorney challenges the reliability of the screenshot images because they lack original metadata and could easily be edited or downloaded from public sources. The declaration also introduces several attached exhibits to support the defendants' legal position. These exhibits include past email confirmations where opposing counsel had previously claimed document production was fully complete, prior scheduling orders, and records from other legal proceedings involving the same parties including a Florida court order and an international arbitration transcript regarding LZGI, Ritz and Moe. Ultimately, this declaration serves to build the Genius Group, Roger Hamilton, and Eva Mantziou's case that the opposing side is violating discovery rules and submitting improper and untimely evidence.

$GNS [UPDATE] Ritz v Genius Group Limited, Roger Hamilton and Eva Mantziou & Genius Group Limited v Ritz (+ Moe) - Countersuit In this legal filing, Genius Group, Roger Hamilton, and Eva Mantziou are asking the judge to rule in their favor in summary judgment against Peter Ritz and Michael Thomas Moe, have a long-standing partnership as the sole directors and decision-makers of a separate company called LZGI and both men have previously been sued together in other lawsuits including from their own LZGI shareholders over how they managed that company. Genius Group, Hamilton and Mantziou argue that all of Ritz’s employment claims under New York Labor Law should be dismissed. First, they point out that although Ritz initially claimed he worked out of an office on West 41st Street in New York City, he has failed to provide any proof that he actually performed his duties as Chief Revenue Officer in New York. They argue that the credit card receipts and late-submitted iPhone photo screenshots he provided only prove he visited the state, not that he worked there. Second, they contend that his claim for an unpaid "Contribution Bonus" fails because that bonus was created months after he was hired, was not part of his original employment contract, and does not legally qualify as wages. Genius Group, Hamilton, and Mantziou also argue that Ritz’s whistleblower retaliation claim has no merit. They state there is no evidence that Hamilton or Mantziou even knew about his alleged whistleblowing when they fired him, and they note that Ritz and!Moe actively used and endorsed the exact same business guidance that Ritz now claims was illegal. Instead, Genius Group maintains that Ritz was fired for three valid business reasons: he failed to complete the acquisition of a company called Prime Source and lied about existing debts on that company, costing Genius Group over $6.5 million; he failed to resolve legal threats from angry LZGI shareholders; and he refused to sign a required authorization requested by Genius Group's main financier. In addition to defending against Ritz's lawsuit, Genius Group is asking the court to rule in its favor on its own breach of contract claim against Ritz and Moe. Under a signed Voting Agreement, Ritz and Moe were legally required to vote LZGI's shares of Genius Group stock in favor of company proposals at shareholder meetings. When Genius Group asked them to submit their proxy votes ahead of a scheduled shareholder meeting, Ritz and Moe ignored the requests and failed to vote,forcing Genius Group to cancel the meeting. Genius Group argues that this refusal to vote directly caused the company to default on its financing agreement with its primary investor, Ayrton Capital, LLC. Ayrton Capital issued a formal default notice specifically citing the broken Voting Agreement, which forced Genius Group to pay $1.8 million to settle the dispute and avoid further financial penalties. Because Ritz and Moe had been repeatedly warned in writing that failing to vote would trigger this exact default and financial loss, Genius Group argues they are clearly liable for the damages. Finally, Genius Group, Hamilton, and Mantziou ask the court to reject all of Ritz and Moe's legal defenses as unsupported, dismiss Ritz’s claims entirely, and order them to pay damages for breaching the contract and causing harm to the company.

$GNS [UPDATE] Ritz v Genius Group Limited, Roger Hamilton and Eva Mantziou & Genius Group Limited v Ritz (+ Moe) - Countersuit In this legal document, Genius Group, Roger Hamilton, and Eva Mantziou push back against a statement of additional facts submitted by Ritz and Moe during a pre-trial phase where both sides are presenting their evidence to the judge. A major focus of this filing is the emphasis Genius Group, Hamilton, and llMantziou place on the official ICC Arbitration Final Award, which severely undermines the positions taken by Ritz and Moe. The arbitral tribunal explicitly found that Ritz, acting on behalf of LZGI, falsely represented the status of the Prime Source assets before the asset purchase agreement was signed by claiming they were free of encumbrances when secret liens actually existed. Furthermore, the arbitration findings established that Genius Group acted entirely in good faith by fulfilling its contractual duties to hire Ritz as Chief Revenue Officer and appoint Moe as Chairman while trying to salvage the deal, rather than ratifying or forgiving Ritz's misrepresentations. The document also details the sharp dispute over who created Genius Group's 2024 financial projections. Ritz and Moe argue that CEO Roger Hamilton and CFO Adrian Reese set these targets independently, pointing out that Ritz was not hired until June 2024. Genius Group, Hamilton, and Mantziou counter that Ritz actively co-created the updated revenue guidance released in March 2024 by supplying financial models and revenue projections for Prime Source, while both Ritz and Moe routinely reviewed and edited draft press releases and financial presentations. Regarding the April 2024 Voting Agreement, Ritz and Moe contend that because LZGI did not sign the contract directly,the large block of Genius Group shares issued to LZGI was exempt from voting restrictions. Genius Group, Hamilton, and Mantziou counter that because Ritz and Moe were the sole directors controlling LZGI, they were contractually obligated to vote all LZGI-held shares according to the Voting Agreement's strict terms. Finally, the filing addresses serious corporate governance issues and complaints from LZGI shareholders. The shareholder complaints surrounding LZGI involve a tangled web of alleged breach of fiduciary duty, corporate governance failure, and legal action in state and federal courts. At the center of these complaints is the allegation that Peter B. Ritz and Michael Thomas Moe, acting as the sole directors of LZGI, engaged in a multi-year fraudulent scheme that harmed the company and its investors. Shareholders filed legal actions alleging that Ritz and Moe misused their corporate authority, improperly issued stock, failed to pay corporate obligations, and withheld critical corporate books and records. The complaints emphasize that the key transactions involving the Asset Purchase Agreement with Genius Group were executed without securing mandatory shareholder approval. This friction escalated when LZGI shareholders brought lawsuits directly against Ritz and Moe. A state court in Florida issued a final default judgment finding both Ritz and Moe liable for breaching their fiduciary duties to LZGI and violating shareholders' rights to inspect corporate records. As a result of these findings, the court ordered the immediate removal of Ritz and Moe from their leadership positions at LZGI. To be continued..

$GNS [UPDATE] Genius Group's H11 Trading Halt, Reverse Split & ASX Dual-Listing Strategy The current t H11 trading halt means that trading in $GNS stock has been temporarily frozen on the NASDAQ U.S. exchanges. This isn't due to a sudden market crash or a government penalty; rather, it is a coordinated pause triggered because trading was locked on a connected international market, specifically the Australian Securities Exchange (ASX). Standard exchange rules require U.S. markets to honor cross-border pauses so that trading doesn't continue on one platform while frozen on another. A key driver behind these corporate actions is a reverse stock split, or share consolidation, which was necessary to meet strict exchange requirements. When a company's share price drops too low, it risks being delisted from major U.S. exchanges for falling below minimum per-share price rules. By executing a reverse split, combining multiple existing shares into a single, higher-priced share, the company mathematically boosts its per-share price without changing the overall value of the business. This step was essential to keep the stock in good standing on U.S. markets and to satisfy the pricing standards required for institutional investors and the Australian listing. Genius Group is executing this overall plan to secure a dual listing on the Australian Securities Exchange while restructuring its balance sheet. Direct shareholder consultation plays a vital role in this process, as major corporate restructuring and share consolidations require formal authorization voted on by shareholders at global general meetings. Halting global trading gives leadership a clear, uninterrupted window to execute these approved plans, submit final paperwork, verify audit reviews, and clarify listing terms with regulators without active price fluctuations. This entire sequence of events is happening all at once to protect the company and its investors. Halting trade across all connected markets levels the playing field so that official announcements reach every global investor at the exact same moment, preventing overseas algorithmic traders from exploiting early filings. Finally, it stops predatory short selling and price manipulation across time zones. Combining shareholder approval with a reverse split and a coordinated trading freeze allows management to clear regulatory hurdles cleanly and transition smoothly into a dual-listed company.

$GNS We have major legal wins across all fronts including federal certification of ICC arbitration sweeping victory with press releases on business profitability, expansions and partnerships, and ASX listing near. This doesn't make any sense to me.

Kristen I believe you are over the target here with a key manipulation lever. Attached is yesterdays volume by routing of $GNS, although the stock is listed on NYSE American every day only low single digits % on average takes place on exchange. From the present administrations moves and staunch edict to remove corruption domestically and internationally, I believe it’s why certain individuals have been intentionally placed in their positions. For example, Jay Clayton as DNI. His background is a perfect fit. Former SEC chair, former SDNY lead (where NYSE is located), and now has access to all NAT SEC intel. Scott Bessent as Treasury secretary. He’s been literally cutting off corruption transfers and siphons at the source. His expertise as an international hedge fund manager is invaluable. Pulte as temp DNI declassified materials being held up by career bureaucrats and fired obstructionist. As a business owner he’s uniquely qualified with exchange manipulation. He called it out with $GME . Devin Nunes is full time chair of the President’s Intel advisory board. He blew the whistle on Russia, Russia, Russia coup attempt and as head of @DJT saw manipulation, sent letter to Congress and reg SHO list. Atkins expertise as an attorney and SEC knows what needs to be corrected. Time will tell, however I believe the President knows and is dealing with it. $100T issue. @POTUS @StephenM @VP @SecScottBessent @DevinNunes @SECPaulSAtkins @DNIPulte @pulte @ODNIgov @AGToddBlanche @FBIDirectorKash

$GNS Roger, thank you for communicating openly with the community and sharing as much information as your legal constraints allow. I support you, but with so much negative information and speculation circulating, regular dialogue is especially important. We’d like to better understand what’s happening behind the scenes and have our concerns addressed. A live "Call"conversation would really help bring clarity and strengthen trust right now. Can we look forward to one soon? @rogerhamilton @stephmase22 @kshaughnessy2 $FNGR

Thanks and I welcome questions we can answer and value basic human decency in how we converse. We just had Jolie Kahn join us in Bali at our Genius Future Summit this week discussing the future of GENIUSpark and Genius Cities. She is very open in sharing the FNGR/BlueFlare vision. I will ask her if she wants to be part of a spaces call and respect whatever she decides. Most CEOs choose not to communicate via social media. Either way, I'm happy to be a part of a spaces call.

Roger, I have nothing but respect for a CEO that does his or her best to answer publicly posed questions. And you do it under your own account, under your own name. (Personally I am not a fan of accounts that are not under one’s legal name. It’s very suspect.) Thank you. Realizing you are legally the CEO of Genius Group ($GNS American), I understand you can not speak to $FNGR beyond your proposed joint venture PR and SEC filings. In January 2023 you announced the CEO checklist (see attached) on Fox business with Charles Payne to combat illegal securities manipulation occurring to your stock based upon Shareintel forensic data and advice from @JWesChristian . Over the last four years you have gone down the list. Unfortunately, the steps executed thus far have not increased the stock price for any sustained period of time. Based upon PRs, SEC filings and the current SP status it appears the following six catalyst options remain. 1) cancel/retire shares to lower denominator or NYSE American. If our goal is NAVPS, then as we lower denominator, SP should increase to achieve this goal. 2) ASX dual listing. Creates liquidity while enabling almost 24 hour trading in Eastern hemisphere. Plus ASX will hold NYSE to account for an imbalances. 3) 20% approved company buybacks 4) Merger/Buyout 5) Delist/Relist 6) Second CUSIP for PPS The definition of insanity would be an RS that reduced loyal shareholders investments by 90%. As a life long learner and triathlete, I have no doubt you know this and are willing to take new steps to turn around the stock price without harming those that have kept the company going, including yourself. Regarding the dividend. I can attest the company honored its commitment. There was a question regarding one of my accounts and when I provided follow up documentation it was solved in days. I know due to securities laws you can not make specific statements on dates and with active litigation in NY and FL, need to be guided by expert counsel. However, I am sure @JWesChristian and @BasileEsq know where we are and as Wes stated, “An RS is the worst thing a CEO can do while a company is being illegally manipulated!” This means we need to be aggressive while going new to win here. God Bless and if you need help we are here. Thank you.