Good morning, good afternoon to everyone who is joining us here on our investor call for August. It's Roger Hamilton here. You'll see from my background, I'm at our Vision Villa Resort right now in Bali. That's why we are actually having this meeting in the morning in New York, as opposed to in the afternoon or evening, as normal. If anything that I'm sharing or the way I'm sharing it sounds less animated than normal, or is a little bit more wooden than normal, that is because this is fully scripted, given the situation our company currently is in, and we wanna make sure that everything has been pre-approved before sharing it with you.
First of all, I am going to get kicked off here on the updates we're gonna be giving. We have Flora on here with me as well, who is our head of investor relations. She is gonna be sharing our slides as we go as well. Let's just jump right into this. Let me start by introducing myself. For those who do not know me, I am the CEO and chairman of Genius Group, and we are now going to begin the meeting. Our last investor meeting was on June 28th, and we know that it's been more than a month since our last meeting, but we delayed this meeting by a couple of weeks to ensure that we could discuss substantial updates on the spin-off of Entrepreneur Resorts.
After having released the relevant press releases to the market, we're holding this meeting as we have endeavored to do in the ordinary course of our business, to recap already publicly available information for our shareholders. As we have made a commitment for this meeting every month, that's why we are continuing with it this month. This meeting is not being held for promotional purposes, and nothing stated during this meeting may be construed as a solicitation of or an offer to purchase our securities. As we have investors from all over the world, first, I'd like to ask everyone who is watching this live stream to please post in the comments, where you are from at the moment, where you are posting from. Like I said, I am here in Bali.
I'm seeing here we have got Benyapa saying, "Hello from Redding, Northern California." It would be great to see some of the other posts which are coming in right now. We've got Veria from Norway, welcome, Norway. Jake from Ohio, The Power from UK, we also have Rhode Island, USA, Belgium, Denmark, New York, D.C., USA, and many, many more coming through from around the world. Wow, okay, really great to have you all here. As we have investors from all over the world, as I said, first, I would like to ask everyone who's watching to say hello, which you're all now doing.
Like I said, I'm personally here at Vision Villa Resort, our Entrepreneur Resorts hotel in Bali, where we are preparing for the Entrepreneur Resorts spin-off right now, as well as mapping out our GeniusU product strategy with our product team. It's great to see that we have people from all these different places that I mentioned, now we're gonna go right into the slides. Flora, are you able to share the slides? Because I don't see them on here at the moment, and I might be missing it, but I don't think I am. If Suraj can help me here as well, because we don't see the slides at the moment.
Flora, you can put on your sound so that I can hear you, and you can tell me if you're gonna share the slides here.
They're putting this up right now.
Perfect. Thank you. All right. Once Flora begins sharing, I can start the presentation. Here we go.
Can you see? Yeah.
Yes, I can see your slides now. Perfect. We're gonna go right onto slide two, and then slide three, and we're gonna get started. Wow, okay, that was fast. Okay. Maybe you wanna go back. Okay, here we go. All right. Okay. First of all, in this meeting, I will be providing an update on the already publicly available Genius Group news from the appointment of new senior management, progress on the spin-off of Entrepreneur Resorts, and updates on our M&A and legal activities. Right, starting with our new senior appointments, a few weeks ago, we welcomed two exceptional individuals to our executive teams, making a significant step forward for our organization. Very excited, 'cause both of them are right here in Bali with us right now as well.
We have Jennifer Brady, who has joined us as the head of digital marketing and sales, having over three decades of experience in marketing and management, with a proven track record of scaling university revenues through online marketing to over $500 million in annual revenues. Jennifer's prior positions include chief marketing officer at the University of Massachusetts, the New England Institute of Business, and the Southern New Hampshire University. Her reputation as a marketing trailblazer is underscored by a consistent history of delivering tangible outcomes through measurable marketing strategies. We are thrilled that Jennifer has joined Genius Group, as she'll be overseeing our global marketing and sales campaigns.
By harnessing her extensive experience and industry connections, we aim to rapidly scale our marketing and sales teams, achieving our student growth rates, and also enhancing the conversion rate from free to paying students across all our campuses. Jason Jiang has joined us as our new head of global products. Jason brings a wealth of experience as a product executive and veteran of major technology companies. He has led the build in 3 billion-dollar online marketplaces, and notably excelled in the art of scaling rapidly emerging digital businesses with world-class user experiences. Jason spent 7 years at Amazon, where he directed product marketing and technology teams across the retail and marketplace divisions, and then as head of product for display advertising at Expedia Group, where he spearheaded the global display advertising platform, which became 45% of all of Expedia's revenues.
Most recently, he was director of product at Walmart, where he led the order life cycle of Walmart's e-commerce, and Walmart's online revenue has now surpassed $80 billion. We are excited to have Jason's expertise and leadership at Genius Group, and he shares our growth ambitions for our GeniusU edtech platform, together with my personal long-time aspiration of reaching 100 million students with our unique entrepreneur curriculum. The simultaneous arrival of Jason and Jennifer couldn't have occurred at a better time, as they're poised to contribute significantly to the expansion of Genius Group. Both are here with me, as I mentioned, in Bali this week, as we map out an exciting future for Genius Group's online growth after the Entrepreneur Resorts spin-off. All of the courses provided by GeniusU are available thanks to our partners on our edtech platform.
This is where we talk about our partnerships that are taking place right now. Genius Group now has more than 14,000 partners, divided between our faculty partners, who deliver content and mentoring, and community partners, who host events and micro schools in cities and countries around the world. Our partners follow a partner pathway from level 1 certified partners, who provide personal mentoring and guidance, through to level 3 partners that co-create curriculum and manage learning communities as country partners. Given the number of partners and students that we're attracting, how we go about determining the course content that we launch and grow each quarter is extremely important. Most EdTech companies are burning cash with an extremely high marketing and content cost per student compared to their spend.
In the case of Genius Group, we are measuring all of our progress against a key metric and process we call the Genius Formula. The Genius Formula combines a freemium and premium model, in which we are targeting under $1 cost per student that multiplies to $10 spent per student in the 1st year, and ideally within the 1st 3 months. We're measuring the performance of each of our campuses based on this model, and training all our partners on this model as well to ensure a profitable path to growth. For example, we're building our university campus to include a full freemium pathway by which university students can take assessments to learn their dream job and dream career based on their passions, purpose, and talents, then learn for free with master classes on AI, AR, and the latest exponential technologies.
Those who are ready to upgrade to the certifications or degree courses we provide, then, can then connect with our enrollment team, who then see their full course history that they've done for free, their interests and personal profiles, and guide them to the most relevant pathway with our degree programs at bachelor and MBA level, providing a dual track with our entrepreneur certifications. Now, similarly, our entrepreneur campus and investor campus provide metrics and dashboards for our partners to track their performance, lowering acquisition costs through use of our assessments with referral programs, and increasing engagement and student spend through high-quality master classes and events. Our premium programs include mastermind and accelerator programs, with new content partners being signed up at every month.
We welcome all our Genius Group investors to join us at our Global AI Entrepreneur Summit, which is coming up in September, to learn more about our model and the partners we're attracting into our curriculum. That brings us onto a previously announced upcoming event, the spin-off of Entrepreneur Resorts from Genius Group. This is a process which will begin with a full share count of Genius Group shares and shareholders, and end with all investors in Genius Group receiving additional shares in a second public listed company, Entrepreneur Resorts, in the form of a dividend, which will be issued in a private placement. Let me first provide an overview of Entrepreneur Resorts, which we have previously disclosed. Entrepreneur Resorts is a leading group of resorts, cafes, and beach clubs where entrepreneurs can co-work, co-learn, and co-live in various locations around the world.
I grew Entrepreneur Resorts as a company separate to Genius Group. It began earlier, starting with the acquisition of this resort in Bali, Vision Villa Resorts, in 2007. We grew Entrepreneur Resorts under separate management throughout this time into a cafe and hotel here in Bali, 2 game lodges in South Africa, and a city center location called Genius Central in Singapore. These locations have all hosted programs run by Genius Group companies and operated at arm's length, charging Genius Group companies for accommodation, for food and beverage. As examples, we'll be running an upcoming Entrepreneur Dynamics Masters here at Vision Villas in October, and running an Impact Investor Retreat at our Tau Game Lodge in South Africa in December.
In addition, the Entrepreneur Resorts model, Genius Cafe model, and Genius Central model have attracted licensees who have plans to expand our locations to other cities and beach clubs around the world. The growth of Entrepreneur Resorts prior to Genius Group acquiring the company was funded by investors who began as students and partners, and then in 2017, Entrepreneur Resorts had an IPO on the Seychelles-based MERJ Exchange under the stock ticker ERL. And coincidentally, this is the same stock exchange that now hosts the Upstream exchange, blockchain-based stock market, where we dual-listed Genius Group shares earlier this year. Prior to our IPO in 2020, Genius Group acquired the majority of Entrepreneur Resorts at a share price of $2.40 per share.
Genius Group currently owns 95% of Entrepreneur Resorts' share capital and will be distributing these shares to Genius Group shareholders as part of the spin-off. We believe the spin-off not only streamlines and rationalizes Genius Group's operations and allows the company to focus 100% on its edtech growth, but it also enables Entrepreneur Resorts to grow separately with a focus on scaling its hospitality licensing model. Let's look at the timeline of this spin-off process. We announced board approval for the spin-off in January this year. In May, shareholders also gave their approval, and then two weeks ago, the Singapore High Court approved the spin-off, as is required for Genius Group, as it is a Singapore-registered company. During the month of August, Genius Group is currently working with its advisors to comply with all the required filings.
The other process that we're currently undertaking is to change ERL's stock exchange from MERJ on the main board to Upstream Exchange. That gives shareholders the opportunity to have their ERL shares on the blockchain and tradable via the Upstream app. This is expected to take several weeks for us to complete. The key dates the shareholders need to keep in mind are the record date and the payment date. The record date is 31st of August, 2023, and the second date that the shareholders need to keep in mind is the payment date, which is expected to be on or around 29th of September, 2023, and this is when the shares of ERL will be issued to all GNS shareholders who qualify. How does this impact you as a Genius Group shareholder?
As explained earlier, GNS owns 95% of ERL. Once the spin-off is complete, GNS will distribute those 95% shares to all GNS shareholders of record. The result will be that GNS will no longer own any shares in ERL, and Genius Group will run completely independently from Entrepreneur Resorts, which means that Entrepreneur Resorts will have its own separate growth path and expansion plans while continuing its venue partnerships with Genius Group for retreats and programs run at Entrepreneur Resorts locations. It also means that all shareholders of record will receive shares of ERL. The number of shares that shareholders will receive will be proportional to the number of shares they owned at GNS at the record date.
The exact share per ratio will be determined and communicated to all shareholders after the record date, and shareholders will receive the shares on the day of the payment date, and the shares will be listed on the Upstream Exchange. As this transaction is exempt from registration under the provisions of the Securities Act of 1933, the shares that shareholders will receive will be restricted as per Rule 144. As a result of the shift of ERL from the MERJ main board to the Upstream Exchange, the process to receive your ERL shares is actually quite simple, and you can already start the process. The only platform where you can access your ERL shares is on Upstream. Download their app, which you can do now, create an account, and complete the KYC.
If you're a U.S.-based shareholder, you'll need to create an account with Broadridge and activate securities trading on Upstream. If you're an investor from anywhere else in the world, you can directly trade on Upstream without having to go through Broadridge. Once the payment date has passed, you'll be able to claim your ERL shares. At that time, you go onto the app, disclose how many GNS shares you held on the record date, and if you're an objecting shareholder, you'll have to provide a copy of your shareholding statement. Upstream will verify the information that you provided to them, and you will receive your ERL shares in your account. For everyone on this call, you also know that we have our team to support you.
We have Flora, who's on here, who'll be sharing on the Q&A later, where we're there to be able to answer questions as we move closer to that date as well. As previously disclosed, Entrepreneur Resorts has had its own board of directors leading the company, dating back to the Entrepreneur Resorts IPO in 2017. Denis Dubois has been on our board since 2017 and brings 25 years of financial management expertise in hospitality. First, as financial controller and then head of operations at Hyatt Hotels for 12 years. Dennis went on to become the senior finance director at Radisson Hotel Group for 9 years, a group spanning 1,100 hotels around the world. Dennis has been invaluable in advising on our financial model and future licensing and acquisition model.
Lisa Bovio has also been on our board since 2017 and brings immense marketing expertise to Entrepreneur Resorts. From group commercial director at the online booking platform lastminute.com, Lisa launched the iconic Atlantis, The Palm in Dubai as senior vice president of international sales and marketing at Kerzner International. She has over 15 years of experience building hospitality brands, most recently as chief marketing officer at Swiss-based Aman Resorts and chief commercial officer at U.K.-based Yotel, which has been growing into a modern, technology-driven hotel based on 21 locations. Lisa has been advising the company on our growth strategy and branding. Then at the operating level, I have been CEO since founding Entrepreneur Resorts, and Jeremy Harris is our long-standing CFO, having been CFO since our IPO in 2017, as well as being the key project leader on the Genius Group IPO.
As you know, Genius Group's strategic plan includes growth through M&A of EdTech or media companies, and our internal M&A team is constantly scanning the market to find companies to start conversations with and determine whether those acquisitions make sense. Targets that we typically look for are businesses with unique technology and highly scalable services, so that what they offer can be easily plugged into our group companies and provide top-line synergies, community expansion, and technology capability enhancements. Given the volatility of share price in Genius Group, we are taking advantage of the group structure of Genius Group to seek out potential acquisitions that can be executed at the level of the group companies, instead of just at the parent level.
The board is actively considering potential acquisitions of tech companies under GeniusU, which potentially enables us to complete transactions at reasonable valuations without dilution of the parent company, Genius Group, and GeniusU is our EdTech company. As previously also disclosed, and this is now onto the legal side, in February, earlier this year, the board approved the launch of legal actions against illegal trading activities in the company's shares. Now, our attorneys, Warshaw Burstein, and Christian Attar, continue to investigate whether there's credible evidence demonstrating that the company's share price has been manipulated. If, upon completion of those investigations, such evidence is discovered, the board of directors is committed to take appropriate action to protect the rights and interests of all our shareholders.
Now, I'd like to invite Flore to join me on the call to answer all of the investor questions, of which we've had many, and that these are the ones that she's received so far. So over to you, Flore.
Thank you, Roger, good morning, everyone. We had many investors that submitted questions on the spin-off of ERL, so I'll start with this topic. The first question was: Is there an option for shareholders to receive cash instead of ERL shares? Currently, there's no option to choose between cash or shares, so all GNS shareholders with shares on the 31st of August, 2023, the record date, they will all receive ERL shares, no cash. What is the ex-dividend date, and will there be any due bills? The ex-dividend date is August 30th, 2023, and there are no due bills. Do shareholders need to transfer GNS shares to Upstream to be eligible to receive ERL shares? No.
All GNS shareholders of the record date will be eligible to receive ERL shares, regardless of whether the GNS shares are held on a traditional stock trading platform or on Upstream. Do shareholders need to be American-based to receive ERL shares, ERL shares? No, shareholders in both the US and outside of the US can receive the ERL shares as dividend. Are we going to receive 1 ERL share for every GNS share held? No, the current spin-off ratio is going to be done is going to be proportional, so we're gonna know the exact spin-off ratio after the record date, but it will not be 1 ERL share for 1 GNS share. Do shareholders need to create an account on Upstream to access ERL shares that they receive as a result of the spin-off? Yes, this is correct.
ERL is changing its exchange from MERJ to Upstream, all shareholders will have to create an account with Upstream to access the ERL shares. What are the restrictions on ERL shares, and what are the conditions to remove the restrictions? The ERL shares that GNS shareholders will receive will be restricted for a minimum of 6 months. This restriction is due to Rule 144, imposed by the SEC. As to how they become unrestricted, it will be dependent on meeting the criteria of Rule 144. As this is an SEC regulation, more information on Rule 144 can be found on their website. Who will be the management team of ERL? Will Roger be the CEO of ERL? As Roger explained, he's currently, you know, CEO of, you know, ERL.
He's looking after it, you know, we're currently working on this organizational structure, and more information will be provided in the future. I also wanted to highlight to you all that more information will be uploaded onto our IR website regarding, you know, Upstream and how to transfer all of the shares, if you want to, or how to receive your ERL shares. Please look at our, you know, investor relations website, and if you have any questions, please reach out to investor@geniusgroup.net. Now that we've covered the spin-off, I will answer all of the other questions that we've received on Genius Group and our activities. What are the implications of the recent warning letter?
The implication of the warning letter is that we need to be more careful in the way that we use social media and the posts that we make. Also, I'd like to reemphasize that the main source of information for shareholders and investors are all of our 6-Ks that we file and our investor relations website. Why did GNS commit to spending $1 million in scholarships and then take a bridge loan? The $1 million scholarship announcement was used to promote the University of Antelope Valley and attract new students to the university and its programs. It is spread over the course of the first year of school, so we expect that the increase in number of students will compensate the scholarship costs, and no cash or loan was required to fund the scholarship. Is GNS going bankrupt?
GNS is not going bankrupt. We got a bridge loan in July and are raising, exploring multiple options to provide the company with flexibility for its future growth. Can GNS get to cash flow positive without the results? How long is the runway, and how much cash will GNS need until the business is self-sufficient and not burning cash? We cannot provide more guidance to what was previously disclosed. In early January 2023, we announced that we were expecting to have between $48 million and $52 million in revenue and an adjusted EBITDA between $0.5 million and $1 million, and so far, we have not changed our guidance. You filed an S-8 several weeks back. Does this mean that all of the individuals in the S-8 sold their shares?
No, we filed the S-8 for the sole purpose of registering the shares, options, and RSUs of our employees. Without registering them, our employees would have not been able to be part of our ESOP plan, which is Employee Equity Incentive Plan. Moreover, this asset filing does not mean that those employees will have necessarily traded their shares. Within the company, we have internal policies whereby employees are not able to trade during certain periods of the year and if they're aware of material, non-public information. "GNS has been trading under $1 for some time now. What is the timeframe to get in compliance so a reverse split is not necessary?" GNS is listed on the NYSE American, not NYSE main board. The $1 share price requirement is, therefore, does not apply to GNS.
However, the NYSE American continued listing requirements do state that the NYSE does reserve the right to delist if common stock sells for a low price for a substantial period of time, and/or the issuer fails to effect a reverse split of such shares within a reasonable timeline after being notified of such potential actions by the exchange. Currently, we have not been notified of anything. "When is GNS going to release its next quarterly results?" As explained for the previous question, GNS is a foreign issuer on the NYSE American, and it is only required to release earnings report annually. Shareholders should therefore expect a half-year report at most, rather than a Q1 report.
As to the timing of the release of this report, we have not yet released a date, as soon as the release date is scheduled, we will be releasing it via press release. Also, as a general comment, we have received multiple questions on multiple other topics. However, as you know, we're not able to comment on information that is not publicly available, all of those other topics fall within this category. Thank you. Roger, back to you.
Thank you very much, Flora, and thank you very much everyone for joining us. Because we have kept this to limited information and the script that we've shared, we are now going to be closing this early. This recording will be available on YouTube and on our website as well. Appreciate all of our investors for supporting us, and we'll connect with you again on our next investor call. Thanks very much, everyone.