Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2025, Unicoin Inc. (the "Company") entered into a Master Transaction Agreement (the "Agreement") with Engr. Ronald Arizabal Mendoza and Mr. Arnold Arizabal Mendoza (together, the "Buyer"). Pursuant to the Agreement, the Company agreed to transfer certain rights, interests, and operational infrastructure associated with its Philippine real estate portfolio (the "Philippine Real Estate Project"); and certain token-related technology, know-how, and related intellectual property (the "Token IP").

In addition, as part of the overall transaction framework set forth in the Agreement, the issued and outstanding equity of Unicoin International Inc. ("UII"), a Panamanian affiliate, is to be transferred to Buyer at the initial closing (the "UII Closing"); and at a subsequent closing (the "Philippine Closing"), the shares of UH Properties Inc. and 140 R.E. Properties Inc., two Philippine corporations designated to hold title to real estate assets, are to be transferred to UII, thereby making them subsidiaries of UII under the Buyer's ownership and control.

Purchase Price. The aggregate purchase price is $10,000,000, payable in two tranches: (i) $1,000,000 at the closing relating to UII and the Token IP (the "UII Closing"); and (ii) $9,000,000 at the closing relating to the Philippine Real Estate Project and the related holding companies (the "Philippine Closing"). The Philippine Closing is expected to occur within thirty (30) days following the public listing of the UII token on a mutually agreed digital asset exchange, subject to extension as provided in the Agreement.

Revenue Participation. In connection with the Agreement, the Company and the Buyer entered into a Revenue Participation Agreement pursuant to which the Company will retain an economic interest equal to seventy-five percent (75%) of the net proceeds (after taxes and transaction costs) from any future disposition, use, or development of the Philippine Real Estate Project. The Revenue Participation Agreement was executed concurrently with the Agreement and is effective as of the Agreement date, but will become operative upon the Philippine Closing.

Token Allocation. Concurrently, the Company entered into a Transition Services Agreement under which the Company will provide certain post-closing transition and implementation services related to the Token IP. In consideration for such services, UII agreed to allocate approximately 17.65 billion UnicoinX tokens to the Company or its designees. This allocation is separate from, and not included in, the purchase price consideration under the Agreement, and is governed exclusively by the Transition Services Agreement.

Closings. The transactions contemplated by the Agreement are structured to occur in two stages: (i) the UII Closing, expected within three business days of the Agreement date and receipt of the initial $1,000,000 payment; and (ii) the Philippine Closing, which is contingent upon the token listing and payment of the remaining $9,000,000.

The Agreement contains customary representations, warranties, covenants, and closing conditions for transactions of this nature. Copies of the Agreement, the Revenue Participation Agreement, and the Transition Services Agreement (as redacted) will be filed as exhibits to this report.