Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On September 17, 2025, Unicoin Inc. (the "Company") delivered a letter to Mr. Barry Sawyer, as representative of New World Properties SPV Inc. and its investors (the "Notice"), regarding the status of the Company's asset-swap transactions with respect to Long Island Investments Ltd. and Newport Harbour Ltd. (together, the "Landholding Companies") under the Asset Swap Agreements (the "Agreements").

The Notice requested written confirmation from the investors, by September 23, 2025, as to whether they wish to proceed under the framework previously discussed (extension of ICO deadlines and conversion steps) or take the position that the Agreements have terminated pursuant to Amendment No. 2 to the Agreements. The Notice further reiterated that the Company remains open to good-faith discussions subject to applicable legal and regulatory considerations.

In connection with the Notice, on September 16, 2025, the Company executed Amendment No. 2 (the "Amendment") to the Agreements. The Amendment, dated as of September 27, 2024, was previously executed by the counterparties in April 2025. With the Company's execution, the Amendment is now fully executed and effective as of its stated effective date of September 27, 2024. The Amendment provides, among other things, that if the parties did not agree on a new ICO date by January 30, 2025 and no regulatory delay was in effect, the Agreements would be deemed null and void ab initio, releasing all parties from liabilities or obligations thereunder.

The foregoing description of the Notice and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Notice and the Amendment, which are filed as Exhibits A and B, respectively, to this Current Report on Form 8-K and incorporated herein by reference.