M&A - Unicoin Inc.

Form Type: 8-K

Filing Date: 2025-06-20

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625004626

Filing Summary: On June 19, 2025, Unicoin Inc. entered into a Share Exchange Agreement with Diamond Lake Minerals, Inc. (DLMI) and its shareholders, where Unicoin will issue 18 million shares of its common stock in exchange for acquiring 51% of DLMI's outstanding shares. The agreement includes customary representations and warranties, along with provisions relating to Unicoin’s digital token project. Notably, while Unicoin plans to allocate digital tokens to shareholders under the agreement, no tokens are being issued at this time. The issuance of shares is based on exemptions under Section 4(a)(2) of the Securities Act, allowing for the sale to accredited investors or non-U.S. persons. This acquisition marks a significant move for Unicoin in expanding its business and aligning with DLMI's shareholder base.