Genius Group Limited entered into Amendment No. 1 to its Share Purchase Agreement with Jewel Investments LLC, restructuring a prior investment in a Senior Secured Convertible Promissory Note issued by Jewel Bancorp Limited. The amendment requires the seller to return US$1,750,000 of the original cash consideration and cancel the original note. In exchange, a newly formed affiliate of the seller (NewCo) will issue a new senior secured convertible promissory note with a principal amount of US$6,250,000. The new note carries a 24-month term at the short-term Applicable Federal Rate and includes a 9-month lockout period before conversion or repayment options become available. NewCo has no operating history, introducing significant risk regarding its ability to repay the debt or provide equity value. Genius Group Limited operates in the education and professional development sector.
