ORGANIZATION AND OPERATIONS	12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]
ORGANIZATION AND OPERATIONS	NOTE 1 – ORGANIZATION AND OPERATIONS Description of Business Unicoin Inc. (“Unicoin” or the “Company”) is a Delaware corporation incorporated in 2015. The Company operates a Software-as-a-Service (“SaaS”) and Talent-as-a-Service (“TaaS”) platform through a wholly owned subsidiary and, until December 31, 2025, also held a majority interest in a staffing agency (ITSQuest, Inc.). In addition, the Company is the majority owner of Unicorns, Inc., a media production company that produces Unicorn Hunters, a business and investing reality show. We have begun exploring possible service providers and exchanges which can assist with the tokenization of the unicoins and eventual launch of the unicoins. As of the date of these consolidated financial statements, we have not issued any unicoins and there is no assurance as to whether, or at what amount, or on what terms, unicoins will be available to be issued, if ever. On August 28, 2025, the Company notified its existing investors that it had postponed its initial coin offering of unicoins in order to conduct a thorough review of its public statements, offering materials and its business in general. The Company conducted a thorough review of its compliance with applicable regulatory requirements with the assistance of a leading national law firm. On December 31, 2025, the Company divested its controlling interest in ITSQuest pursuant to the terms of the Share Exchange Agreement, resulting in the loss of control and deconsolidation of ITSQuest as of that date. Accordingly, ITSQuest’s results of operations are presented as discontinued operations for the year ended December 31, 2025, and the prior-year comparative period has been recast for consistency. Refer to Note 11 — Discontinued Operations for additional information. Subsidiaries Outside of the United States Outside of the United States, the Company has formed a subsidiary for the purposes of holding specific parcels of real estate. This “real estate subsidiary” includes Unicoin LATAM C.A. (organized in Venezuela).Operations in this entity from formation through the date of these consolidated financial statements was de minimis. Unicorns Media Group Ltd. While the Company does not hold any ownership interest in Unicorns Media Group Ltd (a company organized under the laws of the United Kingdom), the Company’s subsidiary, Unicorns Inc., may be entitled to receive economic benefits pursuant to a licensing agreement between Unicorns Inc. and Unicorns Media Group Ltd. Pursuant to the terms of the licensing agreement, Unicorns Inc. is entitled to seventy percent (70%) of the revenues generated by Unicorns Media Group Ltd in connection with show productions, including revenues from advertisements, sponsorships, ticket sales, merchandising, and distribution. Unicoin Inc. owns 71.88% of the outstanding shares of Unicorns Inc., and may therefore indirectly benefit from the revenues received by Unicorns Inc. under the licensing arrangement. Unicoin International Inc. Unicoin Inc. and Unicoin International Inc. (“UII”), a corporation established under the laws of Panama, are affiliated (through common ownership as Alex Konanykhin and Silvina Moschini each own 50% of UII) but distinct legal entities, with UII operating as an affiliate of Unicoin. Unicoin provides various services and operational support—including marketing, advisory, investor relations, IT infrastructure, and the sharing of personnel and office resources—pursuant to a contractual services and support agreement. Under the agreement, UII compensates Unicoin for these services and may also, at its discretion and subject to applicable law, provide UIT tokens as further consideration. Although the two entities collaborate closely and share resources, UII maintains operational and legal independence from Unicoin, and the shared personnel remain solely employed or contracted by Unicoin, not by UII. This collaborative arrangement is structured to enhance efficiency while preserving each party’s separate corporate identity and regulatory compliance obligations. Token Structure In addition to the businesses it operates through its subsidiaries, the Company tokenized a token called unicoin. While earlier statements contemplated the potential for unicoins to be supported by reference to certain assets, the Company is currently reassessing this approach in light of evolving regulatory guidance from the U.S. Securities and Exchange Commission. The Company has reviewed and updated its approach to the unicoin token structure in light of evolving regulatory commentary and internal strategic considerations. While prior communications referenced the potential for unicoins to be “asset-backed” or collateralized, the Company has clarified that it does not intend to collateralize the tokens or tie them to any specific pool of assets. Instead, the Company uses the term “asset-backed” in a general, commercial sense—consistent with its ordinary dictionary meaning—to reflect the Company’s intent to use part of the token-related proceeds to invest in equity and other assets expected to support long-term token value. This characterization is not intended to imply collateralization, guaranteed redemption rights, or that unicoins represent ownership interests in such assets. The Company plans to further clarify this terminology in future offering documents and marketing materials to ensure transparency and investor understanding. Business Organization Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, or decision-making group in deciding how to allocate resources and in assessing performance. The Company evaluates operating results based on measures of performance, including revenues and gross profit (loss). The Company currently operates in the following three reporting segments: SaaS, TaaS and Unicorn Hunters. Refer to Note 16 – Segment Information. The legacy operations of the SaaS business are currently being phased out of operations through customer attrition, and are no longer the focus of the Company’s efforts. Going Concern These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company incurred net losses from continuing operations of $(8,954) 8,954,370 thousand and $(36,116) 36,115,779 thousand for the years ended December 31, 2025 and 2024, respectively. Total income (loss) from discontinued operations, including the divestiture of discontinued operations, amounted to $(4,708) thousand and $544 thousand for the years ended December 31, 2025 and 2024, respectively. The Company had net cash used in operating activities of $(6,551) thousand and $(8,970) thousand for the years ended December 31, 2025 and 2024, respectively. The Company had an accumulated deficit of $(179,724) thousand and $(166,330) thousand as of December 31, 2025 and 2024, respectively, and expects to incur additional significant losses in the future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s long-term success is dependent upon its ability to successfully raise additional capital, market its existing services, increase revenues, and, ultimately, to achieve profitable operations. The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, issuing unicoin rights, obtaining equity financing, issuing debt, or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, in view of uncertainties in the U.S. and global financial markets, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

ORGANIZATION AND OPERATIONS

12 Months Ended

Dec. 31, 2025

NOTE 1 – ORGANIZATION AND OPERATIONS

Description of Business

Unicoin Inc. (“Unicoin” or the “Company”) is a Delaware corporation incorporated in 2015. The Company operates a Software-as-a-Service (“SaaS”) and Talent-as-a-Service (“TaaS”) platform through a wholly owned subsidiary and, until December 31, 2025, also held a majority interest in a staffing agency (ITSQuest, Inc.). In addition, the Company is the majority owner of Unicorns, Inc., a media production company that produces Unicorn Hunters, a business and investing reality show.

We have begun exploring possible service providers and exchanges which can assist with the tokenization of the unicoins and eventual launch of the unicoins. As of the date of these consolidated financial statements, we have not issued any unicoins and there is no assurance as to whether, or at what amount, or on what terms, unicoins will be available to be issued, if ever.

On August 28, 2025, the Company notified its existing investors that it had postponed its initial coin offering of unicoins in order to conduct a thorough review of its public statements, offering materials and its business in general. The Company conducted a thorough review of its compliance with applicable regulatory requirements with the assistance of a leading national law firm.

On December 31, 2025, the Company divested its controlling interest in ITSQuest pursuant to the terms of the Share Exchange Agreement, resulting in the loss of control and deconsolidation of ITSQuest as of that date. Accordingly, ITSQuest’s results of operations are presented as discontinued operations for the year ended December 31, 2025, and the prior-year comparative period has been recast for consistency. Refer to Note 11 — Discontinued Operations for additional information.

Subsidiaries Outside of the United States

Outside of the United States, the Company has formed a subsidiary for the purposes of holding specific parcels of real estate. This “real estate subsidiary” includes Unicoin LATAM C.A. (organized in Venezuela).Operations in this entity from formation through the date of these consolidated financial statements was de minimis.

Unicorns Media Group Ltd.

While the Company does not hold any ownership interest in Unicorns Media Group Ltd (a company organized under the laws of the United Kingdom), the Company’s subsidiary, Unicorns Inc., may be entitled to receive economic benefits pursuant to a licensing agreement between Unicorns Inc. and Unicorns Media Group Ltd. Pursuant to the terms of the licensing agreement, Unicorns Inc. is entitled to seventy percent (70%) of the revenues generated by Unicorns Media Group Ltd in connection with show productions, including revenues from advertisements, sponsorships, ticket sales, merchandising, and distribution. Unicoin Inc. owns 71.88% of the outstanding shares of Unicorns Inc., and may therefore indirectly benefit from the revenues received by Unicorns Inc. under the licensing arrangement.

Unicoin International Inc.

Unicoin Inc. and Unicoin International Inc. (“UII”), a corporation established under the laws of Panama, are affiliated (through common ownership as Alex Konanykhin and Silvina Moschini each own 50% of UII) but distinct legal entities, with UII operating as an affiliate of Unicoin. Unicoin provides various services and operational support—including marketing, advisory, investor relations, IT infrastructure, and the sharing of personnel and office resources—pursuant to a contractual services and support agreement. Under the agreement, UII compensates Unicoin for these services and may also, at its discretion and subject to applicable law, provide UIT tokens as further consideration. Although the two entities collaborate closely and share resources, UII maintains operational and legal independence from Unicoin, and the shared personnel remain solely employed or contracted by Unicoin, not by UII. This collaborative arrangement is structured to enhance efficiency while preserving each party’s separate corporate identity and regulatory compliance obligations.

Token Structure

In addition to the businesses it operates through its subsidiaries, the Company tokenized a token called unicoin. While earlier statements contemplated the potential for unicoins to be supported by reference to certain assets, the Company is currently reassessing this approach in light of evolving regulatory guidance from the U.S. Securities and Exchange Commission. The Company has reviewed and updated its approach to the unicoin token structure in light of evolving regulatory commentary and internal strategic considerations. While prior communications referenced the potential for unicoins to be “asset-backed” or collateralized, the Company has clarified that it does not intend to collateralize the tokens or tie them to any specific pool of assets. Instead, the Company uses the term “asset-backed” in a general, commercial sense—consistent with its ordinary dictionary meaning—to reflect the Company’s intent to use part of the token-related proceeds to invest in equity and other assets expected to support long-term token value. This characterization is not intended to imply collateralization, guaranteed redemption rights, or that unicoins represent ownership interests in such assets. The Company plans to further clarify this terminology in future offering documents and marketing materials to ensure transparency and investor understanding.

Business Organization

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, or decision-making group in deciding how to allocate resources and in assessing performance. The Company evaluates operating results based on measures of performance, including revenues and gross profit (loss). The Company currently operates in the following three reporting segments: SaaS, TaaS and Unicorn Hunters. Refer to Note 16 – Segment Information. The legacy operations of the SaaS business are currently being phased out of operations through customer attrition, and are no longer the focus of the Company’s efforts.

Going Concern

These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company incurred net losses from continuing operations of $(8,954) 8,954,370 thousand and $(36,116) 36,115,779 thousand for the years ended December 31, 2025 and 2024, respectively. Total income (loss) from discontinued operations, including the divestiture of discontinued operations, amounted to $(4,708) thousand and $544 thousand for the years ended December 31, 2025 and 2024, respectively. The Company had net cash used in operating activities of $(6,551) thousand and $(8,970) thousand for the years ended December 31, 2025 and 2024, respectively. The Company had an accumulated deficit of $(179,724) thousand and $(166,330) thousand as of December 31, 2025 and 2024, respectively, and expects to incur additional significant losses in the future.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s long-term success is dependent upon its ability to successfully raise additional capital, market its existing services, increase revenues, and, ultimately, to achieve profitable operations.

The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, issuing unicoin rights, obtaining equity financing, issuing debt, or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, in view of uncertainties in the U.S. and global financial markets, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.