UNICOIN RIGHTS FINANCING OBLIGATION | NOTE 7 – UNICOIN RIGHTS FINANCING OBLIGATION The Company is developing a security token called Unicoin (“Unicoins” or “Tokens”) whose value is intended to be supported by the returns generated by equity positions received from Unicorn Hunters show participants, as well as the returns from equity positions acquired from non-show participants for other services. Such equity positions may be held in a to-be-created investment fund (the “Fund”), to facilitate proper management of the equity portfolio. The intention of the Company is that when equity positions held by the Fund are liquidated through a liquidity event, some or all of the realized gains are to be distributed to holders of the Unicoins. The holders of Unicoins will only realize a gain in the event of a liquidity event of such equity positions. Unicoin Rights do not represent an equity interest in the company or any other entity, there are no voting rights granted to the holder of Unicoin Rights, the Unicoin Rights Certificate currently does not trade on any stock exchange or cryptocurrency exchange platform. Unicoins may never be developed or launched, as a result, this investment could result in total loss of invested funds. The Company is offering Unicoin Right Certificates (“Unicoin Rights” or “Rights”) with terms and conditions which are set forth in a confidential private placement memorandum initially dated February 2022 (“the Offering”). The Offering is being conducted pursuant to an exemption from U.S. securities registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(c) thereunder. Each U.S. domiciled investor in Unicoin Rights must be an “accredited investor,” as defined in Rule 501 of the Securities Act. As of March 31, 2024, cumulative issuances since the beginning of the Unicoin token project amounted to 3,255,572,335 Unicoin Rights, of which 25,795,420 have been given on a discretionary basis for no consideration. There are currently 75,003 total holders of Unicoin Rights listed in the Company’s registry (not accounting for duplication for individuals who invested more than once), including the holders of free coins, and 5,631 purchasers worldwide. Of these, approximately 1,525 (2.03% of total holders and 27.08% of purchasers) are accredited and 4,106 (5.47% of holders) are not accredited or were not verified. Of the 5,631 purchasers, 4,106 were not accredited or not verified (72.91%). Note that non-accredited holders or those not verified are either non-US Persons who purchased pursuant to Regulation S, or were given Unicoin Rights for free, and thus were not sold Unicoin Rights. As of March 31, 2024 and December 31, 2023, the Company has issued rights to acquire 6.2 billion 6.2 billion The Company has begun exploring possible service providers and exchanges which can assist with the tokenization of Unicoins and eventual launch but has not yet begun actual technological development or coding of the tokens. The Company reasonably expects that technical development can happen in a relatively short time, assuming regulatory readiness for launch, and hopes to complete this process by the end of the 2024 calendar year. Neither the Unicoin Rights nor the tokenized Unicoins will grant any intellectual property rights to holders. As of March 31, 2024 and through the filing date of this Quarterly Report on Form 10-Q, the Company has not developed or issued any Unicoins and there is no assurance as to whether, or at what amount, or on what terms, Unicoins will be available to be issued, if ever. As of March 31, 2024 and December 31, 2023 the outstanding financing obligation related to Unicoin Rights was $ 87,617 84,674 The expected fair value measurement of the embedded feature applicable to the Company’s 6.2 billion Unicoin Rights and 6.2 billion Unicoin Rights issued and outstanding as of March 31, 2024 and December 31, 2023, respectively, was based on significant inputs not observable in the market and represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows. The following table summarizes the components of the Unicoin Rights financing obligation recorded on the Company’s condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023: Schedule of components of the unicoin rights financing obligation Nature / Category of Form of Consideration Outstanding Unicoin Rights and March 31, December 31, Units Amount Units Amount Sales to Investors Cash and Digital Assets 1,742,209,443 $ 37,545,865 1,763,813,346 $ 38,198,488 Unicoin Inc. Shareholders Non-Cash Dividends 727,725,875 72,772 727,594,375 72,772 Employee, Contractors, Directors Discretionary Compensation 365,991,178 36,599 340,112,801 34,012 Service Providers, Influencers and Employees Services and Employee Labor 255,812,474 27,997,802 243,287,273 25,603,663 Subtotal 3,091,738,970 $ 65,653,038 3,074,807,795 $ 63,908,935 ITSQuest Contingent Divestiture Amendment Contract Amendment 20,000,000 1,780,000 20,000,000 1,780,000 Five-Year Deferred Payment Plan Cash 3,115,037,053 * 17,391,488 3,101,478,719 * 17,047,143 Ten-Year Prepaid Plan Cash 8,388,046 * 2,081,260 8,175,047 * 1,937,944 Asset Swap Agreement and Related Commissions Land 1,921,147 711,074 - - Total 6,237,085,216 $ 87,616,860 6,204,461,561 $ 84,674,022 * Unicoin Rights certificates for Units under the Five-Year Deferred Payment Plan and the Ten-Year Prepaid Plan will not be issued until the purchase transaction is completed under the terms discussed in the explanatory sections below for “Five-Year Deferred Payment Plan” and “Ten-Year Prepaid Plan”. Sales to Investors As of March 31, 2024 and December 31, 2023, the Unicoin Rights financing obligation associated with sales to Accredited Investors amounted to $ 37,546 38,198 Dividend Issued to Shareholders The Company declared and issued a non-cash dividend of Unicoin Rights, on a pro-rata basis, to all shareholders of record as of the dividend declaration date of February 10, 2022. This non-cash dividend was the initial issuance of Unicoin Rights, prior to finalizing any plan to market and sell Rights in connection with any of the Company’s financing rounds, and at the time of the pro-rata distribution, management and the Board had not yet ascribed a value to such Rights. As a result, the Company has ascribed a de minimis value to all Unicoin Rights issued to shareholders on February 10, 2022. As of March 31, 2024 and December 31, 2023, the Unicoin Rights financing obligation associated non-cash dividend of Unicoin Rights amounted to $ 73 73 Discretionary Payments to Employees, Contractors and Directors The Company has issued Unicoin Rights to certain employees, Board members and external contractors/consultants as discretionary awards. These Unicoin Rights were issued on a discretionary basis and do not indicate that employees, Board members or contractors/consultants are being rewarded with a specific value attributable to past or future services rendered by such individuals. The Unicoin Rights were also not issued as a replacement for, or in lieu of, cash or equity awards due under any type of pre-determined bonus or other incentive plan that quantifies a value that the holders are entitled to as a result of their services or performance. The Company believes that, because of the nature of these discretionary awards (i.e., nothing of specific value was exchanged to the Company in return), together with the legal disclaimer of any obligation to launch the Unicoin within the terms of the Unicoin Rights agreement, on a per Unicoin Right basis, the amount that holders would be entitled to if the Unicoin is not ultimately launched is de minimis in relation to the actual fair value per Unicoin Right. As of March 31, 2024 and December 31, 2023, the Unicoin Rights financing obligation associated with discretionary payments to employees, contractors and directors amounted to $ 37 34 Issued to Service Providers, Influencers and Employees The Company has issued Unicoin Rights in exchange for services from advertising agencies, marketing firms and other vendors. Also, the Company has issued Unicoin Rights as part of the compensation package negotiated with certain employees. The related contracts for these third-party providers and employees specify the value provided, as negotiated by these parties, and the number of Unicoin Rights accepted as compensation for the dollar value of those services. Similar to Sales to Investors, service providers exchanged a specified, negotiated value relating to services provided to the Company in exchange for Unicoin Rights and has rights to receive either 1) the negotiated number of Unicoins upon development or launch, or 2) payment of cash equivalent to the value of services provided. In addition, from time to time the Company engages Influencers to promote Unicoins and/or the Unicorn Hunters show in exchange for Unicoin Rights. The form of Influencer engagement may include promoting Unicoin in a social media post, making brief reference in a speech, posting about Unicoin on a website or any other media form. These contracts do not specify the value of services rendered by Influencer nor the specific format of engagement required. Because an “engagement” can represent something as simple as brief mention in a speaking engagement, or posting on a social media account, etc. management determined there is very little effort involved by the Influencer in order to perform services in a manner consistent with the contractual terms. As of March 31, 2024 and December 31, 2023, the Unicoin Rights financing obligation associated with Unicoin Rights issued to service providers, influencers and employees amounted to $ 27,998 25,604 Five-Year Deferred Payment Plan In August 2022 the Company began offering a five-year deferred payment plan (the “deferred payment plan”) to investors in its ongoing Unicoin Rights offering. The deferred payment plan permits investors to purchase Unicoin Rights immediately and pay for such Unicoin Rights in five equal annual installments, with the first installment due one year after the date of purchase. Purchases through the deferred payment plan requires that investors provide collateral to the Company having a value of up to 20% of the total purchase price of the purchased Unicoin Rights. Collateral can be in the form of Company common stock owned by the investor, Unicoin Rights already owned by the investor, cash, digital assets or other assets with a demonstrable value, at the Company’s discretion, if such assets can be transferred to the Company or a valid lien on such assets can be secured. Pursuant to the terms of the installment payment plan, both the pledged collateral and the Unicoin Rights being purchased under the installment plan will be forfeited to the Company if the investor fails to make any of the five annual installment payments. During the three months ended March 31, 2024, investors under the five-year deferred payment plan paid installments using previously acquired Unicoin Rights as consideration. The difference between the fair value of the Unicoin Rights as of the time of payment compared to the initial acquisition cost of such, resulted in the recognition of a transaction loss for the Company which was recorded within the general and administrative line item, which amounted to $163 thousand during the three months ended March 31, 2024. The following table summarizes the pledged collateral pursuant to the deferred payment plan as of March 31, 2024 and December 31, 2023: Schedule of pledged collateral Estimated Fair Value of Form of Collateral Received March 31, December 31, Cash $ 750,758 $ 870,715 Digital Assets 121,340 127,840 Non-Unicoin Inc. Stock 1,771,180 1,771,180 Unicoin Inc. Shares of Common Stock 4,108,407 4,457,432 Unicoin Rights 17,093,336 17,135,029 Real Estate 13,129,514 13,129,514 Total $ 36,974,535 $ 37,491,710 The fair value of the collateral received by Company is determined as follows: ○ Cash – Based on the value of cash received. ○ Digital Assets – Fair value is determined based on quoted prices on the active exchanges as of the balance sheet date for the reporting period. ○ Non Unicoin Inc. Stock – Fair value is determined based on quoted prices on the active exchanges as of the balance sheet date for the reporting period. ○ Unicoin Inc. Common Stock – Based on fair value of common stock, as of the balance sheet date for the reporting period, determined with the assistance of a third-party valuation firm. ○ Unicoin Rights – Based on fair value of Unicoin Rights, as of the balance sheet date for the reporting period, determined with the assistance of a third-party valuation firm. ○ Real Estate – Based on third-party appraisal near the date the real estate was accepted as collateral. Ten-Year Prepaid Plan In November 2022 the Company began offering a ten-year prepaid plan (the “prepaid plan”) to investors in its ongoing Unicoin Rights offering. Under the prepaid plan, the investor remits a cash or digital asset deposits (the “principal”) for a period of up to ten years. After the first year (the “maturity date”), the investor can either withdraw the principal or apply it towards the purchase of Unicoins at 20 cents per unit. As of March 31, 2024 and December 31, 2023, cumulative cash receipts of $ 2,081 1,938 190 149 ITSQuest Contingent Divestiture Amendment In December 2022, the Company issued 20 million Unicoin Rights to the previous owners of ITSQuest as part of the consideration given in exchange for amending ITSQuest’s contingent divestiture provision. A total of $ 1,780 Asset Swap Agreement and Related Commission On October 9, 2023, the Company entered into an Asset Swap Agreement with Cesar Armando Sánchez Roberto, a resident of Venezuela, wherein the Company agreed to provide a total of 1,746,497 Unicoin Rights in exchange for real estate assets consisting of 175.265 square meters of land, located in Fundo el Chuponal del Sector la Entrada, Municipio Naguanagua Edo Carabobo, Venezuela. In March 2024, the Company completed its due diligence, released 1,746,497 Unicoin Rights and received the title for the real estate assets. As of March 31, 2024, the Company recorded an Investment in Land asset in its balance sheet amounting to $624 thousand, the fair value of the land as determined by a third-party appraisal. As of March 31, 2024, the Company recorded a Unicoin Right financing obligation of $711 thousand, which consisted of Unicoin Rights with a fair value of $624 thousand and $87 thousand, which were provided to the seller as consideration and a real estate agent as a commission, respectively. Unicoin Rights Issued to Related Parties The Unicoin Rights issuances discussed above include a total of 978 million Unicoin Rights, and the respective Unicoin Rights Financing Obligation of $15,022 thousand, which represent the cumulative amounts issued to related parties during the three months ended March 31, 2024. The composition of this is summarized in the following table: Schedule of unicoin rights issued to related parties Nature / Category Relationship Outstanding Unicoin Rights and March 31, December 31, Units Amount Units Amount Accredited Investors Officers and Directors 3,000,000 $ 30,000 3,000,000 $ 30,000 Unicoin Inc. Shareholders (Dividends) Officers and Directors 542,425,284 54,242 542,425,284 54,242 Discretionary Awards Officers, Directors & their Families 89,329,000 8,933 89,329,000 8,933 Consideration for Services Officers, Directors & their Families 71,859,477 13,131,462 70,895,600 12,723,470 ITSQuest Contingent Divestiture Amendment Former Owners of ITSQuest 20,000,000 1,780,000 20,000,000 1,780,000 Five-Year Deferred Payment Plan Officers, Directors & their Families 251,666,500 17,500 251,666,500 17,500 Total 978,280,261 $ 15,022,137 977,316,384 $ 14,614,145 As of March 31, 2024 and December 31, 2023, the Company held approximately $ 227 269 |