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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): April 2, 2024

 

 

 

Unicoin Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware  000-56276  47-4360035

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

228 Park Ave South 16065

New York, New York

  10003
(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number including area code: (844) 384-5069

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

On April 2, 2024, Unicoin, Inc. (the “Company”) closed a transaction with New World Properties SPV, Inc., a Bahamas corporation (“New World”), wherein the Company acquired two parcels of land in the Bahamas by acquiring the beneficial interests in two entities that own such parcels – Long Island Investments Ltd, a Bahamian company, and Newport Harbour Ltd., a Bahamian company, for a purchase price of $554,431,641.50, payable in rights to receive unicoins. Based on the per-unicoin right price of $0.50 each, the Company delivered 1,108,862,283 unicoin rights to New World on April 2, 2024.

 

A copy of the Agreement to Convey Beneficial Ownership in Long Island Investments Ltd., as amended, is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the Agreement to Convey Beneficial Ownership in Newport Harbour Ltd., as amended, is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing descriptions of the Agreements to Convey Beneficial Ownership are qualified in their entirety by reference to Exhibit 10.1 and Exhibit 10.2.

 

Item 9.01Financial Statements and Exhibit.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Agreement to Convey Beneficial Ownership in Long Island Investments Ltd., as amended
10.2   Agreement to Convey Beneficial Ownership in Newport Harbour Ltd., as amended
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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/ Richard Devlin  
Name: Richard Devlin  
Title: Senior Vice President and General Counsel  

 

Dated: April 4, 2024

 

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