v3.25.2
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date of issuance of these condensed consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the condensed consolidated financial statements other than those described below: 

 

●Issued 12,039 thousand unicoin rights in exchange of aggregate consideration of $982 thousand (cash of $964 thousand and non-cash of $18 thousand).

 

●Issued 152 thousand shares of common stock in exchange of cash consideration of $153 thousand.

 

●On May 19, 2025, the Company notified investors under certain deferred payment plan contracts that the respective unicoins had been prepared in accordance with the ERC-20 Token Standard. Under the terms of these contracts, the first installment payment becomes due within ten business days of such notification.

 

As a result, the Company expects to receive payments totaling approximately $195 million or, alternatively, to take possession of the collateral securing those contracts. As of the date of this 10-Q filing, the Company has collected approximately $1.2 million in payments, pursuant to the deferred payment plan, that became due following the tokenization announcement.

 

If investors fail to make the required payments within the specified period, the Company may take possession of the following collateral:

 

     
Available Form of Collateral  Estimated
Fair Value when
Collateral was
Accepted*		 
Cash  $741,656 
Digital Assets   97,996 
Non-Unicoin Inc. Stock   1,769,980 
Unicoin Inc. Shares of Common Stock   3,591,461 
Unicoin rights   30,430,517 
Real Estate   15,586,914 
Total  $52,218,524 

 

 
*Refer to Note 6 – Unicoin Rights Financing Obligations, for details as to how fair values were determined when such collateral was initially accepted upon execution of the deferred payment plan contract.

 

As of the issuance date of these financial statements, the Company is evaluating the full financial impact of this event.

 

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In May 2025, the Company completed an internal review of its digital asset project involving the UNCN token. For internal purposes, the Company has determined that the smart contract associated with UNCN meets its working definition of “tokenization,” which entails the deployment of a functional and verifiable smart contract capable of minting and transferring tokens in alignment with the Company’s offering framework. The UNCN smart contract has undergone a formal audit under its current name and the identical underlying code, except for a single functional difference, has previously passed a third-party audit under a different naming convention. Specifically, the UNCN smart contract includes a pause feature, whereas the UnicoinX smart contract does not. The Company currently considers tokenization of the UNCN token to be functionally complete; however, no regulatory authority has reviewed or approved this characterization. The Company may consider commissioning an independent audit or issuing a formal certification in the future should it become necessary for regulatory, listing, or disclosure purposes.

     
  ●

On June 6, 2025, the Company Directors passed a Board Resolution to refine its description of the unicoin tokens in light of internal strategic decisions and evolving regulatory considerations. While earlier materials referenced the possibility of collateralizing Unicoins or directly linking them to specific asset pools, the Company has determined that it will not collateralize the tokens. Furthermore, references to Unicoins as “asset-backed” shall be understood and used in a general commercial sense, consistent with the dictionary definition of “backed” as “supported by.” This reflects the Company’s intention to use part of the proceeds from token-related activities to invest in equity interests and other holdings expected to support the long-term value of the token. Such references will be clearly explained to investors in the Company’s Private Placement Memorandum, SEC filings, and other purchase-related materials to avoid any implication of legal collateralization or ownership rights.

     
  ● On February 16, 2024, the Company entered into an Asset Swap Agreement with Dan Iacovelli to acquire two real estate-holding entities in exchange for 64,210,342 unicoins. The Investor elected to proceed under an International Coin option, which required the development of an International Coin by September 30, 2024. As this condition was not met and the parties did not agree on a new ICO date within the contractual period, the Agreement automatically terminated. On May 19, 2025, the Investor formally confirmed the termination. As a result, the transaction will not be completed, and no assets or obligations from this agreement are reflected in the financial statements.

 

  ● On December 13, 2023, the Company entered into an Asset Purchase Agreement with German Arochi Barajas and Viviana Arochi Barajas (referred to as the “Sellers”, only in this paragraph), pursuant to which the Seller agreed to transfer 100% ownership of certain real estate assets in Merida, Mexico, to the Company. Following due diligence, the Company identified legal and financial contingencies related to corporate recordkeeping, tax filings, and past deductions, resulting in projected costs to address compliance matters. Furthermore, the agreement includes a project failure provision which states that if unicoin is not tokenized and released for trading within twelve months after the effective date, the agreement shall terminate and the contribution returned to Seller. After further evaluation, the Company elected to terminate the transaction, and the transfer of title did not occur. On June 10, 2025, the Company sent Sellers a formal notice of termination.

 

●On November 7, 2023, the Company entered into an asset swap agreement with Green Valley MDM S.A., a company organized under the laws of Panama, pursuant to which the Seller agreed to transfer 100% of the ownership interest in Unicoin Panama S.A.—a Panamanian entity that owns certain real estate assets—to the Company, in exchange for rights to receive 14,784,000 Unicoin tokens. Under the terms of the agreement, the corporate documents effecting the transfer were deposited in escrow, to be released upon confirmation that the consideration (i.e., the Unicoin tokens) had been delivered to the designated wallet. As of the date of this report, the underlying escrow arrangement has expired, and on December 4, 2024, the escrow agent has not provided formal notice regarding the return of the documents. The asset swap agreement also includes a “project failure” clause providing that if Unicoin is not tokenized and released for trading within twelve months of the agreement’s effective date, the agreement shall automatically terminate and the contributed ownership interests must be returned to the Seller. In light of these developments—specifically the expiration of the escrow arrangement and the contingencies under the project failure clause—management has concluded that the criteria for recognition of the transaction in the Company’s consolidated financial statements have not been met and has determined to consider the agreement terminated. On July 28, 2025, the Company sent Seller a formal notice of termination.

 

●On June 19, 2025, Unicoin Inc. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Diamond Lake Minerals, Inc. (“DLMI”) and certain shareholders of DLMI, as previously disclosed in a Form 8-K filed on June 20, 2025. The Exchange Agreement provided for the Company to acquire a majority ownership interest in DLMI, subject to the satisfaction of certain closing conditions. Subsequently, the parties entered into a First Amendment to the Exchange Agreement to extend the closing deadline to July 16, 2025. The transaction did not close by that date. As of the date of this filing, the Company is in the process of finalizing a Second Amendment to the Exchange Agreement, which, if executed, would further extend the closing deadline and expressly reinstate, ratify, and reaffirm the terms and conditions of the Exchange Agreement and the First Amendment. However, the Second Amendment has not yet been executed by DLMI, and there is no assurance that the transaction will close.