Genius Group closed an $8 million registered direct offering to fund part of its push into regulated stablecoin and digital asset banking infrastructure.
The AI education company sold 21.6 million ordinary shares, or pre-funded warrants in lieu of shares, at $0.37 each. D. Boral Capital acted as the exclusive placement agent for the offering.
Genius Group said it will use $5.5 million of the proceeds to acquire a senior secured convertible promissory note that will immediately convert into 9.9% of Jewel Financial Limited. Jewel Financial is the sole shareholder of Jewel Bancorp Limited, which the company describes as Bermuda’s only dual licensed digital bank.
The company will also issue 15 million ordinary shares to the sellers at a deemed price of $0.40 per share as additional consideration for the acquisition. The remainder of the net proceeds will be used for working capital and general corporate purposes.
Jewel Bancorp holds a full banking license and a Class F digital asset business license from the Bermuda Monetary Authority under the Digital Asset Business Act 2018. The bank is developing JUSD, a US dollar stablecoin, along with digital asset banking services covering custody, settlement, and stablecoin infrastructure.
The investment advances Genius Group’s previously announced plans tied to the GENIUS Act, including its goal of becoming a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider. The GENIUS Act created a US framework for payment stablecoins, requiring permitted issuers to back tokens with high quality liquid assets, segregate reserves, and provide monthly attestations.
The company’s move comes as stablecoin regulation pushes more firms to seek licensed banking and payments infrastructure. The GENIUS Act gives stablecoin holders priority claims over required reserves in issuer bankruptcies, making reserve structure, licensing, and compliance central to any stablecoin issuer strategy.
Jewel Bank remains pending final approvals and launch, which is expected later this year. Genius Group said the acquisition is part of its broader plan to build stablecoin and wallet products around its education platform, including its planned GEMs token system and Genius Wallet.
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