A Letter to Our Shareholders From Genesis Holdings’ CEO: Our Balance Sheet Is Fixed, Our Growth Phase Begins

MIAMI, FL – July 13, 2026 (NEWMEDIAWIRE) – Genesis Holdings, Inc. (OTCID: GNIS) (“Genesis” or the “Company”) today released the following letter from Chief Executive Officer Oscar Brito to the Company’s shareholders.

Dear Fellow Shareholders,

It has been just over six months since our management team took the reins of this Company. I wanted to take a moment, directly and personally, to speak to where we started, what we have accomplished since, and where we are headed – because I believe the transformation already underway speaks for itself.

When we stepped in, Genesis carried a legacy convertible debt structure that was, frankly, working against our shareholders. Toxic conversion discounts, variable pricing mechanics, and a stack of instruments layered on top of one another meant that every dollar of progress we made operationally risked being diluted away before it ever reached our shareholders. We knew that until we fixed that foundation, nothing else we built would matter as much as it should.

The Hardest Part of the Job: Fixing the Balance Sheet

I will not pretend this was easy. Renegotiating our legacy convertible debt – note by note, holder by holder – has been, without question, the most difficult and time-consuming part of this turnaround. It required us to sit down individually with each noteholder, many of whom had held these instruments for years, and rebuild a structure that worked for them while finally giving our common shareholders room to breathe.

As we shared with you in May, we opened those discussions with the explicit goal of converting our outstanding convertible debt into long-term preferred equity, eliminating the conversion-related dilution that had weighed on this stock for far too long. Earlier this month, we announced that we completed that process: substantially all of our noteholders agreed to exchange two-thirds of their outstanding balances into a newly designated Series D Preferred Stock, capitalizing the substantial majority of our legacy debt. In doing so, we eliminated the conversion discounts and other dilutive kickers embedded in the old notes, materially reducing our cost of capital on a go-forward basis.

The result speaks for itself: our pro forma balance sheet as of June 30, 2026 reflects positive stockholders’ equity of approximately $901,550, compared to a stockholders’ deficit at the end of last year. That is roughly a $3.0 million swing, achieved not through outside financing, but by capitalizing our own legacy debt. For the first time since this management team arrived, Genesis is standing on a capital structure built for growth rather than one working against it.

I want to be direct with you: this is a pro forma presentation, it is unaudited, and our final reported financial statements may differ, potentially materially, as we close out our books and complete our filings. But directionally, this is exactly the outcome we set out to achieve, and I am proud of the work our team and our noteholders put into getting here together.

Aurami Capital: From Partnership to Execution

With that foundational work substantially behind us, we are now able to focus – clearly and without distraction – on the growth initiatives we have been building toward. Chief among them is our partnership with Aurami Capital and Miami Real Investment (MRI), which we unveiled through our Travaleo platform in April.

Although nothing is guaranteed and there can be no assurance regarding final timing, we currently expect to have two funds actively in the market before the end of this summer, no later than the end of August.

The first is a direct offering alongside Aurami Capital, targeting approximately $30 million, focused on branded luxury real estate. We intend to support that raise with a series of roadshows across Latin America, beginning in Mexico, where our partners at Aurami and MRI bring long-standing relationships with developers and investors alike.

The second opportunity is one I can only describe in broad strokes today. We are in advanced conversations with a prominent wealth management firm based in Mexico, which manages approximately $5 billion in assets, regarding a potential second fund. I cannot get ahead of where those discussions stand, and there is no assurance we will reach a definitive agreement with this firm or with any other. But I can tell you that we are confident – whether it is this relationship or another – that our platform is positioned to become one of the leading vehicles for what we call the segmentation of branded luxury real estate: giving investors structured, transparent access to a segment of the market that has historically been closed off to all but the largest institutional players.

The Next Segment: Bringing Back MetroCrowd Through Acquisitions

The same discipline that has guided our work with Aurami Capital is now informing the next phase of our growth strategy: acquisitions.

Much of the hardest, least visible work of the last six months – restructuring our balance sheet, building out our digital investment infrastructure, and establishing our first operating partnership – is now largely behind us. That means we can turn our attention, more clearly than ever, to expanding Genesis through acquisitions built around the same segmentation strategy that underpins our work with Aurami Capital.

Just as Aurami Capital serves as our operating partner for branded luxury real estate, we are now working to relaunch MetroCrowd, our platform aimed at more traditional real estate segments – single-family homes, multifamily properties, and commercial debt. We intend to pursue this relaunch hand-in-hand with our acquisition strategy, and we are actively looking to acquire profitable, well-run, mid-sized property management firms with deep operating expertise in these segments. These firms would serve as the back-end operating arm for MetroCrowd, in much the same way Aurami Capital operates alongside our branded luxury platform.

To be clear: we have not signed any definitive agreements related to this acquisition strategy, and there is no assurance we will complete any particular transaction on the timeline or terms we currently envision. We will share more detail with you as this work progresses.

Looking Ahead: Our Path to a National Listing

Every decision I have described above – fixing our balance sheet, launching our first funds with Aurami Capital, and building toward a disciplined acquisition strategy around MetroCrowd – is also a step toward a goal I consider central to this Company’s future: a national securities exchange listing.

A cleaner capital structure, a demonstrated ability to execute on fund launches, and a growing base of operating businesses are the building blocks that make that goal achievable. We believe this positions Genesis to access more cost-effective capital over time, which in turn should allow us to grow this Company on better terms for all of our shareholders.

We have more work ahead of us than behind us. But for the first time since we took over this Company, I can say with confidence that the foundation is in place, and I am genuinely excited about what comes next.

Thank you for your continued trust and support.

Sincerely,

Oscar Brito

Chief Executive Officer

Genesis Holdings, Inc.

About Aurami Capital

Aurami Capital is an institutional-grade luxury real estate investment platform and a subsidiary of Miami Real Investment (MRI), one of South Florida’s most active luxury real estate advisory firms with 21 years of market leadership and over $1 billion in branded luxury transactions in the past four years alone. Aurami Capital combines MRI’s proprietary developer access and deal flow with institutional fund structure, regulatory compliance, and digital infrastructure – offering accredited investors access to branded luxury residential and hospitality opportunities in South Florida’s most supply-constrained submarkets.

https://auramicapital.com/

info@auramicapital.com

About Miami Real Investment (MRI)

With over 20 years of experience, Miami Real Investment is a leading brokerage firm specializing in branded luxury pre-construction real estate in Miami. With a track record of handling transactions for VIP clients, F1 drivers, public figures, and international investors, Miami Real Investment offers unmatched expertise and dedicated service, ensuring client satisfaction at every step of the buying process. The company offers a 360 approach, including investment portfolio design, market analysis, tax planning, and legal advice from top real estate lawyers.

https://miamirealinvestment.com/

info@miamirealinvestment.com 

About Travaleo

Travaleo is a branded real estate investment and development platform wholly owned by Genesis Holdings, Inc. (OTC: GNIS), focused on identifying, structuring, and managing income-producing and development-oriented real estate projects. The platform emphasizes professionally underwritten assets, brand-driven developments, and disciplined execution aligned with long-term ownership strategies.

Travaleo’s digital investment infrastructure enables accredited investors to participate in curated branded luxury real estate opportunities through structured investment vehicles designed to enhance transparency, efficiency, and investor access.

https://www.travaleo.com/

X: @Travaleo_

invest@travaleo.com 

About MetroCrowd

MetroCrowd is a Genesis Holdings platform focused on structured digital access to traditional real estate segments, including single-family homes, multifamily properties, and commercial debt. MetroCrowd is intended to operate alongside acquired property management partners that provide the on-the-ground operating expertise underlying each investment.

About Genesis Holdings, Inc.

Genesis Holdings is a publicly traded holding company focused on the development, acquisition, and management of operating businesses and real-asset-related initiatives. The Company emphasizes disciplined capital allocation, sound governance practices, and long-term value creation for shareholders.

https://www.regen.digital/

X: @regnisnyc

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. Statements in this letter regarding the anticipated timing, size, or completion of any fund launch, any potential relationship with a Mexico-based wealth management firm, the relaunch of MetroCrowd, any potential acquisitions, and any anticipated national exchange listing are forward-looking statements, and no assurance can be given that any of these initiatives will be completed on the timeline described, or at all.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: general economic and business conditions, competitive and technological factors, markets, services, products and prices, the failure to retain management and/or key employees, availability and cost of capital, success of growth initiatives, limited operating history, failure to successfully close any proposed transactions, failure to raise sufficient capital, failure to file any required filings properly, and other risks discussed in the Company’s filings with the OTC Markets.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Genesis Holdings assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

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News Source: Genesis Holdings, Inc