Genius Group has proposed raising capital through perpetual preferred securities to build an $827 million Bitcoin treasury and an $800 million AI portfolio within a $2 billion total-asset target for fiscal 2031.
Summary
- An initial preferred securities offering would seek $12.5 million from income-focused investors.
- Proceeds would be divided among Bitcoin, AI investments, and an 18-month dividend reserve.
- Genius Group plans to restart Bitcoin purchases after liquidating its holdings to repay $8.5 million.
- Final offering terms remain subject to board approval, securities rules, and market conditions.
Genius Group turns to preferred capital
Genius Group said on Aug. 27 that it intends to use its $1.2 billion shelf registration to issue publicly registered perpetual preferred securities, placing the financing method at the center of its five-year treasury plan.
The Securities and Exchange Commission declared the shelf registration effective on July 18, 2025. Such a registration allows the NYSE American-listed company to offer securities over time, but it does not represent SEC approval of the securities or their investment merits.
Under the preliminary proposal, Genius Group would seek $12.5 million in its first preferred securities offering. The company expects the instruments to be non-convertible and to carry a variable dividend paid monthly.
Funds from the sale would be allocated among the Bitcoin treasury, the AI treasury, and a U.S. dollar reserve equal to approximately 18 months of preferred dividend payments. Genius Group did not disclose how much of the initial proceeds each party would receive.
Discussions have begun with investment banks that have experience in preferred securities and digital asset treasury financing. However, the final issue price, dividend rate, offering size, exchange listing, and sale date have not been decided.
Any offering would require separate materials filed with or furnished to the SEC. The structure will also depend on board approval, applicable securities laws, regulatory requirements, and market conditions, according to the announcement.
Shareholders provided some of the required corporate authority at Genius Group’s annual meeting in July. About 97.58% of votes supported giving the board authority to issue preferred shares, while 99.54% approved a mandate allowing the company to repurchase up to 20% of its ordinary shares.
The $2B target covers total assets
Rather than placing $2 billion entirely into Bitcoin and AI investments, Genius Group has set separate fiscal 2031 targets of $827 million for its Bitcoin treasury and $800 million for its AI portfolio.
Operating businesses, cash, and other holdings would account for the remaining assets under the $2 billion plan. The company currently reports net assets of $106.6 million, following a 57% year-over-year increase announced on Aug. 13.
Genius Group calculated its net asset value at $0.62 per ordinary share. With GNS closing at $0.18 on Aug. 26, the company said its stock was trading at approximately 0.29 times book value, compared with what it described as a 2.60-times average for the U.S. education sector.
Management has forecast that net asset value could reach between $2 and $4 per share over five years if the company executes its financing, asset-purchase, and share-buyback plans. The projection also depends on market conditions and the performance of Bitcoin and its AI investments.
Chief executive Roger James Hamilton described perpetual preferred capital as a way to fund treasury purchases without issuing more ordinary shares.
“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.”
Returns above the dividend cost could add to the assets attributable to ordinary investors. If the acquired assets lose value or earn less than the dividend rate, however, the preferred payment obligations would remain senior to ordinary shareholder distributions.
Genius Group identified Bitcoin price volatility, changes in private technology company valuations, financing costs, and capital availability among the factors that could cause actual results to differ from its forecasts.
Strategy provides the financing model
For its proposed securities, Genius Group has taken Strategy’s Bitcoin financing program as its main reference. The company said Strategy has raised more than $16 billion through four perpetual preferred stock series since introducing STRK in January 2025.
The preferred securities have no fixed maturity and do not require repayment on a set date. Their dividends and senior claims still create costs that treasury assets must cover before any excess return reaches ordinary shareholders.
Investor demand has emerged for some of the products. In May, Strategy’s STRC security recorded $1.53 billion in daily trading volume, crypto.news reported, drawing attention to the use of dividend-paying stock to fund corporate Bitcoin holdings.
Market prices can also depart from the issue or liquidation value. STRC fell to an intraday low of $82.50 on June 18 before closing near $88.59, well below the approximately $100 level around which the security was designed to trade.
Strategy later used Bitcoin sales to support the preferred program. An Aug. 10 SEC filing showed that the company sold 1,690 BTC for $108.6 million between Aug. 3 and Aug. 9, using the proceeds to repurchase about 1.15 million STRC shares.
A subsequent filing showed Strategy spent $132.2 million on additional STRC repurchases and $52.4 million on related dividends during the following week. It also placed $149.1 million into its U.S. dollar reserve, bringing the cash pool to $4.8 billion.
For U.S. investors, Genius Group’s final prospectus will determine the economic and legal terms of the proposed security. Until those documents are available, its dividend rate, liquidation preference, call provisions, exchange access, and possible tax treatment remain unconfirmed.
Bitcoin purchases are scheduled to restart
Before developing the dual-treasury plan, Genius Group pursued a Bitcoin-first policy under which it intended to hold at least 90% of its reserves in BTC.
The company adopted the policy in November 2024 and planned an initial $120 million purchase program. By January 2025, it held 420 BTC after buying another $5 million at an average price of $95,912 per coin. Holdings later reached a peak of 440 BTC.
A U.S. court order disrupted the program in early 2025 by restricting the company from selling shares, raising funds or buying Bitcoin during a legal dispute tied to its asset purchase agreement with Fatbrain AI. Genius Group reduced its Bitcoin holdings while seeking relief from the restrictions.
After the order was lifted, the company resumed purchases in June 2025 and increased its balance to 100 BTC. Management also restored a target of accumulating 1,000 BTC.
Liquidity needs later forced another change. Genius Group sold its remaining Bitcoin during the first quarter of 2026 and used the funds as part of the repayment of $8.5 million in debt.
Before the final sale, the company reported holding 84 BTC valued at approximately $5.7 million in March. Its April 1 operating update said it would rebuild the treasury when management considered market conditions more favorable.
Under the latest timetable, Bitcoin purchases are expected to restart in the fourth quarter of 2026. The company has not disclosed the size or price of its first planned acquisition.
Genius Group established the second part of its treasury in May 2026, when the board authorized an AI portfolio with an initial investment plan of up to $100 million. The company made its first allocation in June through funds providing exposure to private companies, including OpenAI, Anthropic, Anduril, and Databricks.
SpaceX held the largest look-through weighting at 13.5% of the AI portfolio, according to the company. Genius Group said its portfolio also contained exposure to xAI, Figure AI, Replit, and other companies involved in AI models, robotics, and infrastructure.
