Unicoin Inc. Completes Acquisition

TL;DR

Unicoin Inc. just closed a deal, filing an 8-K for asset acquisition.

AI Summary

On September 15, 2025, Unicoin Inc. filed an 8-K report detailing the completion of an acquisition. The filing indicates Unicoin Inc. entered into a material definitive agreement and completed the acquisition or disposition of assets. Specific details regarding the acquired assets or the counterparty to the acquisition were not provided in this excerpt.

Why It Matters

This filing signals a significant corporate action for Unicoin Inc., potentially impacting its business operations, market position, and future financial performance.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and market reception, which are not fully detailed in this initial filing.

Key Players & Entities

• Unicoin Inc. (company) — Registrant
• September 15, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 1 World Trade Center, 85th Floor New York, New York 10007 (address) — Principal executive offices
• TransparentBusiness, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value per share; None None In
• $10,000,000 — Price. The aggregate purchase price is $10,000,000, payable in two tranches: (i) $1,000,00
• $1,000,000 — 0,000,000, payable in two tranches: (i) $1,000,000 at the closing relating to UII and the
• $9,000,000 — Token IP (the "UII Closing"); and (ii) $9,000,000 at the closing relating to the Philippi

Filing Documents

• unicoin_8k.htm (8-K) — 37KB
• unicoin_ex10-1.htm (EX-10.1) — 315KB
• unicoin_ex10-2.htm (EX-10.2) — 72KB
• unicoin_ex10-3.htm (EX-10.3) — 47KB
• 0001829126-25-007390.txt ( ) — 693KB
• cik0001740742-20250915.xsd (EX-101.SCH) — 3KB
• cik0001740742-20250915_lab.xml (EX-101.LAB) — 33KB
• cik0001740742-20250915_pre.xml (EX-101.PRE) — 22KB
• unicoin_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement . On September 9, 2025, Unicoin Inc. (the "Company") entered into a Master Transaction Agreement (the "Agreement") with Engr. Ronald Arizabal Mendoza and Mr. Arnold Arizabal Mendoza (together, the "Buyer"). Pursuant to the Agreement, the Company agreed to transfer certain rights, interests, and operational infrastructure associated with its Philippine real estate portfolio (the "Philippine Real Estate Project"); and certain token-related technology, know-how, and related intellectual property (the "Token IP"). In addition, as part of the overall transaction framework set forth in the Agreement, the issued and outstanding equity of Unicoin International Inc. ("UII"), a Panamanian affiliate, is to be transferred to Buyer at the initial closing (the "UII Closing"); and at a subsequent closing (the "Philippine Closing"), the shares of UH Properties Inc. and 140 R.E. Properties Inc., two Philippine corporations designated to hold title to real estate assets, are to be transferred to UII, thereby making them subsidiaries of UII under the Buyer's ownership and control. Purchase Price. The aggregate purchase price is $10,000,000, payable in two tranches: (i) $1,000,000 at the closing relating to UII and the Token IP (the "UII Closing"); and (ii) $9,000,000 at the closing relating to the Philippine Real Estate Project and the related holding companies (the "Philippine Closing"). The Philippine Closing is expected to occur within thirty (30) days following the public listing of the UII token on a mutually agreed digital asset exchange, subject to extension as provided in the Agreement. Revenue Participation. In connection with the Agreement, the Company and the Buyer entered into a Revenue Participation Agreement pursuant to which the Company will retain an economic interest equal to seventy-five percent (75%) of the net proceeds (after taxes and transaction costs) from any future disposition, use, or development of

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosures under Item 1.01 are incorporated herein by reference. As of the date of this report, the transactions contemplated by the Agreement have not yet been consummated. The Company has received a portion of the $1,000,000 initial tranche. Completion of the UII Closing and the Philippine Closing remains subject to the conditions described above.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 10.1 – Master Transaction Agreement, dated September 9, 2025 (Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish an unredacted copy to the SEC upon request.) Exhibit 10.2 – Revenue Participation Agreement, dated September 9, 2025 Exhibit 10.3 – Transition Services Agreement, dated September 9, 2025 (Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish an unredacted copy to the SEC upon request.)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated timing of the closings under the Master Transaction Agreement, the expected listing of the UII token, and future participation in proceeds from the Philippine Real Estate Project. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company's control. Actual results could differ materially from those expressed or implied in these forward-looking statements due to factors including, but not limited to, regulatory developments, market conditions, the ability of the parties to satisfy closing conditions, and risks described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these forward-looking statements, except as required by law. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNICOIN INC. By: /s/ Eduardo Serrano Name: Eduardo Serrano Title: Senior Vice President and Legal Counsel Dated: September 15, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR