UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 9.01 | Financial 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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