Hi First name,

Thank you for your continued interest in our efforts to turn Unicoin into a leading cryptocurrency brand!

Today, we sent to all our shareholders a voting form to decide an existential question for unicoins:

TO BE OR NOT TO BE

a security.

In my previous update, I shared a video recording of our Statement to Shareholders, but several investors asked me if I have it in text format. For those who prefer to skim written texts instead of watching a video recording, here’s the transcript:

THE OPENING STATEMENT

for the Special Shareholder Meeting

December 5, 2025

by Alex Konanykhin, CEO

and Sakineh Majd, Legal Counsel

Dear shareholders,

Our Board of Directors called this Special Shareholder Meeting due to an important regulatory development. On November 12th, Paul Atkins, the Chairman of the Securities and Exchange Commission, revealed his guidelines for classifying cryptocurrencies.

These guidelines define which cryptocurrencies the SEC will consider securities and which will be regarded as non-securities.

It’s a very positive development, as previously the SEC guidelines considered ALL cryptocurrencies to be securities, with Bitcoin being the sole exception.

The past interpretation led to the notorious War on Crypto, during which the SEC sued or otherwise harassed numerous prominent crypto companies.

Chairman Atkins has undertaken extensive work to undo the damage inflicted on the crypto industry by his predecessor. He dropped most of the crypto lawsuits and assured the crypto community that he would consider most cryptocurrencies to be non-securities.

But no guidelines had been revealed by the SEC until November 12th. That created a great degree of uncertainty, making me very uneasy about our ICO scheduled for November 24th.

In several of my updates to you, I mentioned that we were anxiously awaiting the new regulation to ensure that our coins wouldn’t be considered securities. I was uneasy about the risk of listing our coins on crypto exchanges, only to discover later that the SEC had enacted a regulation that would result in our coins being classified as securities.

We nearly dodged that bullet.

If Chairman Atkins had revealed his guidelines days after our ICO, rather than days before it, we’d find ourselves in a tough situation.

Our coins would be considered securities, and that classification would be very hard to undo. Smart contacts cannot be changed. Even a limited period of UnicoinX coins being considered securities would expose them to the risk of SEC harassment for years to come.

Trading securities is only possible on the SEC-approved exchanges. There are no crypto exchanges approved by the SEC.

There are a couple of approved trading platforms, but they have negligible trading volume compared with major crypto exchanges.

Imagine selling your products on platforms like eBay or Amazon, with tens of millions of customers. Compare it with selling your products on obscure platforms with barely any activity. This comparison illustrates the consequence of the security classification of Unicoin.

Another consequence is the risk and cost of the ongoing SEC harassment.

Our company passed two SEC investigations with flying colors, but even those investigations were disruptive and costly.

The third investigation proved to be a gross abuse of power, characteristic of the SEC’s notorious War on Crypto. Corrupt SEC officials fabricated grotesquely absurd charges against us and destroyed the entire value of your investments.

That makes me unwilling to release coins that would remain the subject of the SEC overview.

We’d be at a huge disadvantage to cryptocurrencies which are permitted to be freely traded on all crypto exchanges as commodities.

Thus, it’s a great relief to me, Silvina, and our executive team that the new guidelines were revealed prior to our ICO.

Yes, it’s irritating to have to delay the ICO for the fourth time, but it’s a small price to pay for having clarity on how to avoid the dreaded security classification.

So, what are the new guidelines? I’ll let Sakineh Majd, our legal advisor, outline them for you.

“In his Statement on November 12th, Chairman Atkins clearly stated that, to be considered securities, cryptocurrencies must create “reasonable expectation of profits [which] depends on the issuer’s representations or promises to engage in essential managerial efforts.”

The SEC Chairman stressed that “These representations or promises must be explicit and unambiguous as to the essential managerial efforts to be undertaken by the issuer.”

As you surely know, the SEC does not create laws but only enforces them.

The Congress has failed to enact the new law related to cryptocurrencies, except for the Genius Act governing stablecoins. Many legislators support the Market Clarity Act, which would regulate cryptocurrencies, but the resistance from the banking community is fierce, and it remains unclear when, or if, this Act will be passed.

The best Paul Atkins could do for cryptocurrency issuers was to offer a more benign interpretation of the Howey test, the current law originating from the 1946 Supreme Court case.

Chairman Atkins narrowed it from Gensler’s “all cryptocurrencies are securities” to “only those which create explicit and unambiguous expectation of the essential managerial efforts to be undertaken by the issuer.”

His statement represents a major regulatory improvement for Unicoin, providing a path to avoiding the security status.”

Now, we know how to release coins that are not securities.

And it’s excellent news.

Regrettably, this requires an adjustment to our business model.

We did promise our investors that we will continue our ongoing managerial efforts to increase Unicoin’s value. In our Private Placement Memorandum, investor updates, and interviews, we discussed our plans to continue increasing Unicoin brand visibility to make Unicoin a leading cryptocurrency brand.

Chairman Atkins says that this promise would make Unicoin a security.

To avoid this classification, we should clearly state that there shall be an expectation of essential managerial efforts by the issuer.

This does not mean that Unicoin cannot be promoted.

It can be promoted by the Unicoin Foundation, similarly to how Ether and some other cryptocurrencies are promoted.

It can be promoted by the Unicoin Community.

It can be promoted by major holders of Unicoin, just as Michael Saylor, the founder of MicroStrategy, continues to promote Bitcoin. He has a compelling interest in doing so, as MicroStrategy is the largest corporate owner of bitcoins.

The only thing Chairman Atkins tells us not to do is not to create “explicit and unambiguous expectation of the essential managerial efforts to be undertaken by the issuer.”

Therefore, please choose one of the two options today.

The first option is to stay the course and see our coins classified as securities. That would result in negligible liquidity, low price, and, likely, continued SEC harassment.

The second option is to adopt a community-driven business model and deploy a strategy that incentivizes community involvement in the development and promotion of Unicoin.

Unicoin Foundation will have to be governed by holders of unicoins, which will be released as governance coins. As coinholders, you will be electing the trustees of the Foundation and voting on other major decisions.

Silvina and I may continue our efforts to promote Unicoin, but as consultants, vendors, or coinholders. But not as issuers. And you shall not have any expectations of our efforts, or Unicoin will be deemed a security.

Michael Saylor is very effective in promoting Bitcoin, but at any time, he can say, “I retire.” We will be in the same position.

Sure, we could always resign anyway. But many investors expected us to continue. We had the same expectation ourselves. Now, all our materials will stress that nobody may rely on such an expectation.

Let me be clear: I’m NOT happy with being forced to deviate from our business model.

If you support our recommendation, we will finalize and present to you for approval the detailed plan for setting up the Unicoin Foundation and listing our coins on cryptocurrency exchanges as non-securities.

With very best wishes,

Alex Konanykhin
CEO, Unicoin Inc.
Linkedin.com/in/konanykhin
Konanykhin.com
Unicoin.com
1 World Trade Center
85th Floor
New York, NY 10007

P.S.: My updates focus on our journey towards becoming a publicly-traded company and on our efforts to turn our Unicoin into a major cryptocurrency. These updates are not intended to serve as financial advice or to replace our official reports filed with the SEC. Please note that I cannot possibly answer all the questions myself, so your response to this message may be processed by members of our Investor Relations team. “Unicoin USA” term is occasionally used for Unicoin Inc., a Delaware corporation. My past updates can be found at u.site/updates

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