Entrepreneur Resorts Limited is a Seychelles publicly traded company (ticker: ERL) that we believe is the world’s leading group of resorts, retreats, and co-working cafes for entrepreneurs.
Our mission is to be their chosen, trusted brand, as the home of the entrepreneur movement.
Entrepreneur Resorts was launched to solve a need that the growing number of global entrepreneurs in the world have: A way to co-work, co-live and co-learn in paradise locations around the world, connecting with local entrepreneur communities.
Entrepreneur Resorts Limited
8 Amoy Street
#01-01
049950
Singapore
T: +65 8940 1200
investor@entrepreneurresorts.com
Horizon Fintex Advisors, Ltd.
F20, 1st Floor, Eden Plaza,
Eden Island, Seychelles
info@fintexadvisory.com
On August 1, 2023, the Singapore High Court approved the spinoff of ERL from Genius Group, with a capital reduction and share distribution to all Genius Group shareholders at the record date of US$38,380,873 in the form of restricted ordinary shares in ERL, pursuant to a private placement transaction exempt from registration under the provisions of the Securities Act of 1933, as amended.
ERL is currently listed as a public company on the main board of MERJ Exchange in the Seychelles. Genius Group has now commenced the dual listing process to transfer ERL to Upstream, a new non-US MERJ Exchange market. This process is anticipated to be completed within 30-45 days.
Genius Group has set the record date for a full share count of its shares for the purpose of the distribution as August 31, 2023.
Following the share distribution date on or about October 2, 2023, shares of Genius Group and ERL will trade as securities of two separate public companies, with Genius Group listed on NYSE American (Ticker: GNS), and ERL listed on Upstream (Ticker: ERL).
All shareholders who hold shares of Genius Group on the record date (i.e., shares purchased and held 2 days or more prior to August 31, 2023) will be entitled to receive an equal proportion of the total shares in Entrepreneur Resorts Ltd to be distributed.
All non-U.S. shareholders will receive restricted shares in ERL under ERLR, which may be eligible for removal of restrictions and traded on Upstream six months after the share distribution date, if certain requirements are met.
If you’re a U.S. shareholder, your spinoff shares WILL NOT BE DEPOSITED in your Upstream account once verified. U.S. shareholders’ entitled shares will instead be securely maintained in book entry on the ERL capitalization table as restricted shares.
U.S. shareholders shall not be permitted to trade their ERL securities after 6 months on Upstream as no U.S. person is approved to trade securities on Upstream. U.S. ERL claimants shall remain ERL shareholders and may only trade their securities if ERL lists on a secondary trading venue that permits U.S. persons to trade securities, or until such time as a U.S. person may trade on Upstream, although there is no guarantee that U.S. persons will ever be permitted to trade securities on Upstream.
U.S. shareholders may check their balance anytime by clicking HERE and searching their Upstream account/wallet number. Your Upstream account/wallet number starting with 0X can be found at the top of the home screen on the Upstream app.
If you’re a U.S. shareholder, your spinoff shares WILL NOT BE DEPOSITED to your Upstream account once verified. U.S. shareholders’ entitled shares will instead be securely maintained in book entry on the ERL capitalization table as restricted shares. U.S. shareholders may check their balance anytime by clicking HERE and searching their Upstream account/wallet number.
Your Upstream account/wallet number starting with 0X can be found at the top of the home screen on the Upstream app.
Shareholders can follow STEP ONE, TWO, and THREE above which includes downloading Upstream, signing up with a password, completing KYC on Upstream.
After shareholders receive their brokerage statements verifying shareholding as of the set record date, shareholders may then request their ERL share entitlement on the Upstream app, then verify shareholding by replying to the Upstream shareholder verification email with copies of your brokerage statements showing GNS shareholding as of the record date August 31, 2023.
Non-U.S. shareholders
Once your shareholding has been verified by Upstream and after the distribution date which is on or around October 2, 2023, your ERL share entitlement will be automatically deposited into your Upstream Portfolio under the ticker symbol ERLR. You’ll receive a push notification in the Upstream app announcing their delivery. Shares may take up to 4 weeks to post to your Upstream portfolio.
U.S. shareholders
If you’re a U.S. shareholder, your spinoff shares WILL NOT BE DEPOSITED in your Upstream account once verified. U.S. shareholders’ entitled shares will instead be securely maintained in book entry on the ERL capitalization table as restricted shares.
U.S. shareholders may check their balance anytime by clicking HERE and searching their Upstream account/wallet number. Your Upstream account/wallet number starting with 0X can be found at the top of the home screen on the Upstream app.
The number of ERL shares that will be distributed to shareholders will be proportional to the number of shares that you hold in GNS. Spin off ratio 0.183203501388726. For example, if you have 1000 GNS shares, you will receive 183.20 shares of ERLR.
No. Shareholders just need to download Upstream, sign up, and complete KYC. After receiving your brokerage statements that show your shareholding as of the record date August 31, 2023, you may use the Upstream app to request to claim the ERL shares.
No. All shareholders will receive restricted shares in ERL under the symbol ERLR, which may be eligible for removal of restrictions and traded on Upstream six months after the share distribution date, if certain requirements are met.
If you’re a U.S. shareholder, your spinoff shares WILL NOT BE DEPOSITED in your Upstream account once verified. U.S. shareholders’ entitled shares will instead be securely maintained in book entry on the ERL capitalization table as restricted shares.
U.S. shareholders shall not be permitted to trade their ERL securities after 6 months on Upstream as no U.S. person is approved to trade securities on Upstream. U.S. ERL claimants shall remain ERL shareholders and may only trade their securities if ERL lists on a secondary trading venue that permits U.S. persons to trade securities, or until such time as a U.S. person may trade on Upstream, although there is no guarantee that U.S. persons will ever be permitted to trade securities on Upstream.
U.S. shareholders may check their balance anytime by clicking HERE and searching their Upstream account/wallet number. Your Upstream account/wallet number starting with 0X can be found at the top of the home screen on the Upstream app.
To be included on the shareholder registry of a company, a shareholder’s name and address must be known. Furthermore, Upstream, a MERJ Exchange Market, is a regulated securities marketplace and verifying that you are who you say you are is legally required for you to trade safely and securely. Such verifications are used to assist in the prevention of money laundering, illicit activity, and bad actors from entering the Upstream community.
Assuming you have provided the appropriate KYC information, approvals can be as fast as 15 minutes and, depending on date, time and queue, it could take up to 72 hours, Monday to Friday. If additional information is required, or if Upstream has many submissions awaiting approval, it could take up to 2 weeks.
Upstream is a MERJ Exchange market (MERJ). MERJ operates a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. MERJ is an affiliate member of the World Federation of Exchanges (WFE), a member of the African Stock Exchanges (ASEA), a member of the Committee of SADC Stock Exchange (CoSSE), a full member of the Association of National Numbering Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the U.S.
MERJ Exchange is an innovative end-to-end, multi-market global financial exchange for equities, debt and derivatives. MERJ has expanded its capabilities by providing markets and services for security tokens and digital assets. Visit https://merj.exchange/.
Please visit Upstream’s support center at https://upstream.exchange/supportcenter.
No, only the dividend shares are restricted. All other ERL shares deposited to Upstream are free to trade. For information on how to deposit your ERL shares for trading, visit https://investors.entrepreneurresorts.com/. For information on trading once the shares are deposited, visit Upstream's support center.