Capital plan is designed to maximize Net Asset Value per Ordinary Share (NAVPS) and minimize dilution to ordinary shareholders by utilizing perpetual preferred capital, a funding method adopted by treasury companies with over $16 billion raised since January 2025.
Five-year capital plan designed to fund board-approved targets of $800 million AI Treasury and $827 million Bitcoin Treasury with $2 billion in total assets by FY2031.
Capital plan follows significant re-pricing within Company’s AI Treasury. Look-through investments within the Company’s AI Treasury including Anthropic, Anduril and Databricks have re-priced 100% to 154% higher since the AI Treasury launch in May 2026.
SpaceX, the largest weighting within the Company’s AI Treasury, representing 13.5% look-through weighting, publicly listed on NASDAQ on June 12, 2026 and is currently priced 49% higher than its pricing at acquisition.
SINGAPORE, Aug. 27, 2026 (GLOBE NEWSWIRE) — Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”), a leading AI-powered education group, today announced a capital plan to fund its board-approved dual treasury targeting $800 million AI Treasury and $827 million Bitcoin Treasury with a target of $2 billion in total assets by FY2031.
The Company intends to leverage its $1.2 billion shelf registration, declared effective by the Securities and Exchange Commission (SEC) on July 18, 2025 to issue a publicly registered Perpetual Preferred Security (PPS) to fund its dual treasury in an accretive manner, maximizing Net Asset Value per Ordinary Share (NAVPS), with no dilution to ordinary shareholders with issuance of PPS.
The Company’s ambition for its PPS is to provide yield-focused investors with an attractive risk-adjusted income opportunity to participate in the dual future growth of AI equities and Bitcoin, underpinned by the Company’s profitable operations educating and upskilling students to prepare them for the future.
The Company targets to raise an initial $12.5 million in a proposed offering of its PPS, and anticipates the PPS to be non-convertible with a variable rate payable monthly. Proceeds of the offering will be split between investing in the Company’s AI Treasury, Bitcoin Treasury and a United States dollar reserve equal to approximately eighteen months of preferred dividends.
The Company has commenced discussions with investment banks experienced in preferred securities and digital asset treasury financing, and final details and timing are subject to confirmation.
Roger James Hamilton, CEO of Genius Group, said “Genius Group currently trades at a price-to-book ratio of 0.29x. This is about a tenth of the education sector average of 2.60x. Our net asset value per share is $0.62, yet our shares trade at $0.18. We believe perpetual preferred capital is the ideal instrument to accelerate the growth of our NAVPS and build our dual treasuries without diluting our shareholders.”
“Every dollar of preferred capital deployed into our Bitcoin and AI Treasury that generates returns above the preferred dividend rate flows directly to our ordinary shareholders’ net asset value. With $106.6 million in net assets, no third-party debt and both AI and Bitcoin entering what we believe is their next growth cycles, the conditions are ideal to deploy permanent capital at scale. Our models project NAVPS of $2.00 to $4.00 per share over the next five years provided we execute well, utilizing perpetual preferred capital, our share buyback mandate and the compounding power of our dual treasury. We believe we are in a generational cycle that Genius Group and our dual treasury is designed to harness, for the benefit of our students and shareholders”
Perpetual Preferred Stock: A Proven Capital Instrument
Perpetual preferred securities have emerged as the primary non-dilutive funding instrument for treasury companies since Strategy pioneered the approach with its STRK offering in January 2025. Strategy has since issued four series of perpetual preferred stock raising over $16 billion in permanent, non-dilutive capital[1]. The combined market value of Bitcoin-backed preferred securities now exceeds $13 billion[2]. Strive Asset Management has also successfully used its SATA perpetual preferred to fund its Bitcoin Treasury, raising over $150 million.
Given Genius Group’s focus on maximising NAVPS, perpetual preferred securities are the natural choice. Strategy has shifted its primary capital-raising method from common equity ATM issuance to perpetual preferred stock, refraining from common share issuance via its ATM in recent periods and instead funding Bitcoin purchases exclusively through preferred programs[3]. This reflects a broader recognition that perpetual preferred capital, which carries no maturity date, no repayment obligation and no dilution to ordinary shareholders, is the optimal instrument for funding treasury assets. The Company intends to follow this approach, using preferred capital as the primary funding mechanism for the Genius Treasury and minimizing the use of its existing ordinary equity ATM.
The instrument has also proven successful for companies of comparable size to Genius Group, with various small-cap companies successfully executing IPOs of preferred stock, demonstrating established market demand for preferred securities from smaller issuers.
AI Powered Treasury Model Maximizing NAV Per Share
The Company recently launched its Genius OS product suite of AI agents, with a Genius OS suite for investors, extending AI-powered portfolio management tools for its Company’s Property Investor Network to AI agent teams across property, equities, commodities and digital assets with specialists in market trends, deal sourcing, matchmaking, risk analysis, portfolio optimization, funding access, investor marketplace and legals internationally.
The Company has utilized its own Genius OS to model its funding and growth of its AI Treasury and Bitcoin Treasury, with bear, base and bull case scenarios derived from the full range of current published analyst forecasts. Based on the Company’s models, the Company has set a five year ambition to increase its NAVPS from its current $0.62 per share to between $2.00 and $4.00 per share based on its funding plans and market conditions. These represent a 11x to 22x multiple on the Company’s current share price.
The Company currently reports net assets of $106.6 million and NAVPS of $0.62, following a 57% year-on-year increase announced on August 13, 2026. At the closing price of $0.18 on August 26, 2026, the Company trades at a price-to-book ratio of approximately 0.29x, compared to the U.S. education sector average of 2.60x. The introduction of PPS to the Company’s capital plan is fully aligned with the Company’s stated goal of maximising its NAV Per Share, and to continue to communicate the repricing opportunity between the Company’s NAV Per Share and its share price, compared to our industry peers.
The Company’s shareholders voted overwhelmingly at the Company’s AGM in July 2026 to give the Board authority to issue preferred shares (97.58% in favor) and to buy back up to 20% of the Company’s ordinary shares (99.54% in favor). With the introduction of PPS, the Company has the opportunity to further increase NAVPS in the coming 12 months by reducing the issued share capital via the buyback mandate.
Current Dual Treasury Performance
The Genius Dual Treasury comprises two complementary pillars, both approved by the Board and previously announced:
Pillar 1: Genius Bitcoin Treasury: Adopted November 2024. The Company previously exited its Bitcoin positions and committed to recommencing Bitcoin purchases in Q4 2026, coinciding with the historic four-year halving cycle low, with anticipated uptrend through to 2029.
Pillar 2: Genius AI Treasury (AGI Infinity Portfolio): Authorised May 2026. The Company made its first investment in its AI Treasury with Pre-IPO exposure to SpaceX, Anthropic, OpenAI and other Frontier AI companies on June 2, 2026, and published its AI Treasury White Paper on June 5, 2026. Since then, a number of notable re-ratings have occurred in its portfolio:
- SpaceX and xAI: Combined valuation of $1.25 trillion rose to $1.86 trillion following SpaceX’s public listing, an increase of 49%.
- Anthropic: Re-rated from $380 billion (February 2026) to $965 billion (May 2026) based on its latest funding round, an increase of 154%.
- Anduril: Re-rated from $30.5 billion (June 2025) to $61 billion (May 2026) based on its latest funding round, an increase of 100%.
- Databricks: Re-rated from $62 billion (December 2024) to $190 billion (August 2026) based on its latest funding round, an increase of 206%.
The Company believes that this is the opportune time to execute its capital plan and build its treasury. Worldwide AI spending is forecast to reach $2.59 trillion in 2026, up 47% year-on-year, according to Gartner[5]. Goldman Sachs estimates global AI investment will exceed $1 trillion in 2026 alone[6]. The Company’s AI Treasury deployment plan contemplates three phases totalling $100 million across pre-IPO funds, listed AI infrastructure companies, and second-order AI investments, positioning Genius Group to participate in what it believes is one of the most significant technology investment cycles in history.
Full details of the Company’s AI Treasury White Paper can be downloaded here.
This press release does not constitute an offer to sell, or a solicitation to purchase any securities and any registration or qualification will be offered under the securities laws of any state or jurisdiction in which an offer is made. The final structure, dividend rate, issue price, size, timing and exchange listing of any preferred securities will be determined following those discussions and will remain subject to Board approval, applicable securities laws, regulatory requirements and market conditions. Any offer to purchase securities, if commenced, will be made only pursuant to separate offering materials filed or furnished with the Securities and Exchange Commission or otherwise made available to investors as required by applicable law.
Sources
[1] Strategy Inc preferred stock capital raises. Strategy 8-K filings, SEC EDGAR. https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001050446&type=8-K
[2] “Preferred Stock Is Becoming Bitcoin Treasury Firms’ Financing Tool Of Choice”, Bitcoin Magazine, 2026. https://bitcoinmagazine.com/news/preferred-stock-is-becoming-bitcoin
[3] “Strategy Shifts Capital Raise to Preferred Stocks as Common Share Issuance Loses Allure”, Yahoo Finance, 2026. https://finance.yahoo.com/news/strategy-shifts-capital-raise-preferred-092326466.html
[4] CoinDesk, “Bitcoin May Bottom in October if Historical Reward-Halving Cycle Holds.” May 19, 2026. https://www.coindesk.com/daybook-us/2026/05/19/bitcoin-may-bottom-in-october-if-historical-reward-halving-cycle-holds
[5] “Gartner Forecasts Worldwide AI Spending to Reach $2.59 Trillion in 2026”, Gartner, May 19, 2026. https://www.gartner.com/en/newsroom/press-releases/2026-05-19-gartner-forecasts-worldwide-ai-spending-to-grow-47-percent-in-2026
[6] “Global AI Investment Forecast to Exceed $1 Trillion in 2026”, Goldman Sachs Research, August 7, 2026. https://www.goldmansachs.com/insights/articles/global-investment-is-forecast-to-exceed-1-trillion-in-2026
About Genius Group
Genius Group (NYSE American: GNS) is a global education group delivering AI-powered education and acceleration solutions for the future of work. Genius Group serves over 6 million users in more than 100 countries through its Genius City model and online digital marketplace. The Company operates a Bitcoin and AI dual treasury strategy alongside its core education business. To learn more, please visit geniusgroup.ai
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company’s capital plans, treasury strategy, intended policies and targets. Forward-looking statements can be identified by the use of words such as “may”, “will”, “plan”, “intend”, “expect”, “anticipate”, “estimate”, “target” or comparable terminology. Such statements are subject to risks and uncertainties, including the price and volatility of Bitcoin and of private technology company equity, the availability, cost and terms of capital, the Company’s ability to satisfy the milestones described above, regulatory developments, and the other risks described in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 20-F filed on March 9, 2026. Readers are cautioned not to place undue reliance on these statements. The Company assumes no obligation to update them.
This announcement relates to the Company’s capital plan and is subject to change. It does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of securities will be made only by means of a prospectus and related documentation filed with the Securities and Exchange Commission.
Contacts
For enquiries, contact investor@geniusgroup.ai
Attachment
Genius Group Limited
Our Five-Year Roadmap: $280M to $2B
Source: Genius Group Limited
Released August 27, 2026
