AI education firm proposes $12.5 M preferred offering to rebuild Bitcoin treasury

Genius Group, an AI‑driven education company, announced a proposal for a $12.5 million perpetual preferred security intended to fund a new Bitcoin treasury. The firm previously sold its entire Bitcoin position to settle $8.5 million of debt.

Proposed raise and target

The initial offering would represent roughly 1.51 % of the company’s stated goal of a $827 million Bitcoin treasury by fiscal 2031. The remainder of the target would need to be financed through additional rounds or other financing methods.

Use of proceeds

Proceeds are slated for three buckets: a Bitcoin treasury, an AI portfolio, and a cash reserve intended to cover about 18 months of preferred dividend payments. Specific allocation percentages and the dividend rate have not yet been disclosed, so the exact amount of Bitcoin that could be purchased remains uncertain.

Structure of the preferred security

• Non‑convertible perpetual preferred stock
• Variable monthly dividend (rate not set)
• No immediate dilution of common shares at issuance
• Preferred holders would have priority over common shareholders for dividends and liquidation claims

Details such as issue price, final size, timing, and exchange listing are pending board approval and regulatory clearance.

Regulatory backdrop

The company references a $1.2 billion shelf registration effective July 2025, which allows securities to be issued over time. An April 2026 prospectus supplement indicated an $8 million public offering under the same registration, but the shelf registration does not guarantee committed capital.

Current financial position

Following the Bitcoin sale and debt repayment, Genius reported $2.42 million in cash in its audited year‑end filing and unaudited net assets of $106.6 million as of June, with no third‑party debt disclosed.

Scale of the ambition

At a Bitcoin price near $79,911, the $12.5 million raise equates to roughly 156 BTC, while the $827 million target would require about 10,349 BTC. The gap between the initial raise and the long‑term goal underscores the need for multiple financing rounds.