Genius Group Reveals $827 Million Bitcoin and $800 Million AI Treasury Strategies
Genius Group is looking to raise funds via perpetual preferred securities to create a Bitcoin treasury valued at $827 million and an AI portfolio worth $800 million, part of a larger asset target of $2 billion for the fiscal year 2031.
Summary
- The first offering of preferred securities aims to attract $12.5 million from investors focused on income.
- Funds generated will be allocated among Bitcoin and AI investments and a dividend reserve covering 18 months.
- Genius Group intends to resume Bitcoin purchases after liquidating its holdings for an $8.5 million repayment.
- The final terms of the offering will depend on board approval, regulatory guidelines, and market conditions.
Genius Group explores preferred capital
On August 27, Genius Group stated its intent to utilize its $1.2 billion shelf registration to issue publicly registered perpetual preferred securities, making this financing method central to its five-year treasury strategy.
The Securities and Exchange Commission approved the shelf registration on July 18, 2025. This registration enables the NYSE American-listed entity to offer securities over time, but it does not indicate SEC endorsement of these securities or their investment value.
Under the initial proposal, Genius Group intends to raise $12.5 million during its first preferred securities offering. The company anticipates these instruments to be non-convertible with a variable dividend payable monthly.
The proceeds from the sale are planned to be divided among the Bitcoin treasury, the AI treasury, and a U.S. dollar reserve equivalent to about 18 months of preferred dividend payments. Genius Group has not specified the proportion of the initial proceeds allocated to each area.
Negotiations have begun with investment banks experienced in preferred securities and digital asset treasury financing. However, key details such as offering price, dividend rate, offering volume, exchange listing, and sale date are yet to be finalized.
Any offering will necessitate additional documentation filed with or provided to the SEC. The structure will also hinge on board endorsement, relevant securities laws, regulatory requirements, and market dynamics, as stated in the announcement.
During the annual meeting held in July, shareholders granted some of the needed corporate authority. Approximately 97.58% of the votes backed the board’s ability to issue preferred shares, while 99.54% approved a mandate allowing the firm to repurchase up to 20% of its ordinary shares.
Total asset target of $2B
Rather than investing the entire $2 billion solely in Bitcoin and AI ventures, Genius Group has delineated separate fiscal 2031 targets of $827 million for its Bitcoin treasury and $800 million for its AI portfolio.
Operating activities, cash, and other assets will constitute the remainder of the $2 billion framework. The company currently shows net assets valued at $106.6 million, reflecting a 57% year-over-year growth reported on August 13.
Genius Group assessed its net asset value at $0.62 per ordinary share. With GNS closing at $0.18 on August 26, the firm noted its stock trading at roughly 0.29 times book value, in contrast to the 2.60-times average observed in the U.S. education sector.
Management forecasts that net asset value could attain between $2 and $4 per share over the next five years, contingent on successful execution of its financing, asset acquisition, and share buyback strategies. This estimate is also influenced by market conditions and the performance of Bitcoin and AI investments.
CEO Roger James Hamilton characterized perpetual preferred capital as a mechanism to finance treasury purchases without diluting existing 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 exceeding the dividend cost could enhance assets linked to ordinary shareholders. Conversely, if the acquired assets underperform or decrease in value, the obligations for preferred payments would remain prioritized over distributions to ordinary shareholders.
Genius Group recognized factors like Bitcoin price fluctuations, changes in valuations of private tech firms, financing costs, and capital availability as potential influencers that could lead actual results to diverge from expectations.
Financing model strategy
In developing its proposed securities, Genius Group has referenced Strategy’s Bitcoin financing program. The company noted that Strategy has successfully raised over $16 billion through four series of perpetual preferred stock since launching STRK in January 2025.
The preferred securities are structured with no fixed maturity and do not mandate repayment by a certain date. Nevertheless, the dividends and senior claims incur costs that the treasury assets need to cover before any surplus returns are distributed to ordinary shareholders.
There has been notable investor demand for some of these securities. In May, Strategy’s STRC security recorded a daily trading volume of $1.53 billion, highlighting the use of dividend-paying stock to finance corporate Bitcoin holdings, as reported by crypto.news.
Market prices can fluctuate from the issue or liquidation values. STRC experienced an intraday low of $82.50 on June 18 before closing near $88.59, which is significantly below the intended trading level near $100.
Strategy subsequently utilized Bitcoin sales to bolster the preferred financing program. An SEC filing dated August 10 disclosed that the company sold 1,690 BTC for $108.6 million between August 3 and August 9, using the income to repurchase approximately 1.15 million STRC shares.
A subsequent filing indicated that Strategy spent $132.2 million on additional STRC repurchases and $52.4 million on corresponding dividends during the following week. It also allocated $149.1 million to its U.S. dollar reserve, augmenting the cash pool to $4.8 billion.
For U.S. investors, Genius Group’s final prospectus will establish the economic and legal conditions of the proposed security. Until those documents are finalized, details such as the dividend rate, liquidation preference, call provisions, exchange access, and potential tax implications remain unspecified.
Bitcoin purchases set to resume
Prior to implementing the dual-treasury strategy, Genius Group followed a Bitcoin-first policy, intending to maintain at least 90% of its reserves in BTC.
Initiated in November 2024, this policy included an initial plan to acquire $120 million in Bitcoin. By January 2025, the company held 420 BTC after an additional $5 million purchase at an average price of $95,912 each. Holdings reached a peak of 440 BTC.
A court order in early 2025 disrupted this strategy, imposing restrictions on the company’s ability to sell shares, raise funds, or purchase Bitcoin due to a legal conflict tied to its asset purchase agreement with Fatbrain AI. Consequently, Genius Group decreased its Bitcoin holdings while seeking to lift these constraints.
Upon lifting the order, the company recommenced purchases in June 2025, bringing its balance back to 100 BTC. Management has also reinstated the goal of acquiring a total of 1,000 BTC.
Liquidity requirements later necessitated further adjustments. Genius Group liquidated its remaining Bitcoin in the first quarter of 2026, utilizing the proceeds to assist in 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 operational update on April 1 indicated it would reestablish the treasury when management judged the market conditions as more favorable.
According to the latest schedule, Bitcoin purchases are anticipated to recommence in the fourth quarter of 2026. The company has not yet revealed the quantity or pricing of the initial acquisition planned.
Genius Group launched the second phase of its treasury in May 2026, with the board allowing an AI portfolio initial investment plan of up to $100 million. The company made its first allocation in June through funds investing in private enterprises, including OpenAI, Anthropic, Anduril, and Databricks.
As reported, SpaceX constitutes the largest single component of the AI portfolio at 13.5%. Genius Group noted that the portfolio also includes investments in companies such as xAI, Figure AI, Replit, and others involved in AI modeling, robotics, and infrastructure.
