Genius Group Release Additional Details of FatBrain AI Transaction - Seite 2

Post-Transaction Ownership: All of FatBrain AI’s former shareholders, which includes investors in the US and accomplished technology and education entrepreneurs and investors, including Michael Moe and Peter Ritz, will receive one (1) Genius Group share for every three (3) FatBrain AI shares. The ownership split immediately subsequent will be approximately 57% owned by Genius Group’s shareholders and 43% owned by FatBrain AI’s shareholders.

Approvals: All necessary approvals for the transaction from shareholders, the board and regulators were received prior to the closing. The transaction is not a change of control transaction, and thus the Company believes does not qualify as a significant transaction or merger which would trigger any valuation provisions under any Company agreements.

Market Capitalization of FatBrain Ai and Genius Group: Based on our 2023 guidance revenue and post-deal ownership splits of FatBrain AI and Genius Group, together with Genius Group/’s $0.29 per ordinary share closing day price on Wed 13 Mar, 2024 – the closing date of the transaction, this delivers a price / revenue multiple for FatBrain AI’s once their shares are converted to Genius Group’s of approximately a 0.4x price / trailing revenue multiple. Genius Group’s price / trailing revenue multiple by comparison delivers approximately a 0.85x price / revenue multiple.

Market Capitalization of Post-Transaction Group vs Industry Peers: The market capitalization based on shares issued post-transactions, delivers a ratio of approximately a 0.65x price / revenue multiple based on the $0.29 closing date price. This compares to the price / revenue multiples of publicly listed Edtech peers: As of their current share prices, Udemy’s price / revenue multiple is 2.73x; Coursera’s ratio is 3.58x; and Duolingo ratio is 17.5x. This gives our publicly traded Edtech peers a range of price / revenue multiples between four times and twenty-seven times Genius Group. We believe this represents a significant, potential upside in our share price as we grow and get closer to a fair value in comparison to our public-listed peers in Edtech.