Business Description

Gold Coin AI: The Gold Standard of Stablecoins

Gold Coin AI is redefining what it means to be a stablecoin in a regulated world. Fully backed by short-term U.S. Treasuries and anchored to the value of gold, it is being developed and engineered for trust, transparency, and performance. With full U.S. compliance, onshore reserves, and an AI-powered arbitrage engine delivering dual yield, Gold Coin AI isn’t being built out just keeping up with the $1.2T stablecoin market—it’s designed to lead it. Reliable, pegged to gold – giving holders long-term value upside, and built for institutions—this is stablecoin 2.0.

The Opportunity: Regulatory Disruption Creates First-Mover Advantage

Recent U.S. regulatory developments are forcing many legacy stablecoins—especially those backed by illiquid or offshore assets—out of the market. Gold Coin AI is positioned to capture this displaced market share by offering a first-of-its-kind product tailored for institutional trust and regulatory compatibility.

Problem

Trust, Transparency, and Compliance Are Broken in Stablecoins

Despite rapid growth, most current stablecoins face critical challenges that limit institutional adoption:

1. 1. Lack of Transparent Reserves: Many stablecoins are backed by illiquid assets or commodities with unclear or delayed reporting, undermining trust.

2. 2. Regulatory Uncertainty: Prior to recent legislation, the U.S. lacked a clear legal framework for stablecoins—discouraging institutional involvement and increasing compliance risk.

3. 3. Counterfeit & Fraud Risks: The absence of verified issuance processes has led to an estimated $1.6 billionin annual losses from counterfeit tokens and fraud.

These issues expose investors to unnecessary risk and make most existing stablecoins unsuitable for institutional and regulatory-grade use.

Solution

A Treasury-Backed, Compliant Gold Stablecoin

Gold Coin AI addresses these core issues by offering a fully regulated, transparent, and secure stablecoin engineered for long-term viability:

• • Regulatory Alignment from Day 1: Built to comply with the evolving U.S. legal and regulatory environment—unlike offshore-issued competitors.

• • 1:1 Backed by Short-Term U.S. Treasuries: Reserves are fully collateralized with highly liquid, audit-ready U.S. government securities.

• • Gold-Pegged Value Anchor: Value is tied to gold, providing intrinsic confidence and inflation-resistant stability.

• • Controlled Mint/Burn Mechanism: All issuance and redemption is managed internally to maintain alignment with Net Asset Value (NAV).

• • 100% U.S. Domiciled: All operations, reserves, team members, and audits are based in the United States, eliminating offshore custodial risk.

Business Model

Dual Yield Meets Institutional-Grade Stability

Gold Coin AI generates value through a dual-income model designed for both safety and performance. First, each token is fully collateralized with short-term U.S. Treasury bills, providing a stable, government-backed yield. Second, an AI-powered arbitrage engine actively identifies and executes trading opportunities across centralized and decentralized exchanges—generating consistent, non-correlated profits. This approach combines the reliability of traditional finance with the agility of AI-driven strategies, offering a low-risk yield that doesn’t depend on token price movements.

Early investors gain premium access to the arbitrage platform, unlocking additional upside at no extra cost. With this model, Gold Coin AI delivers not just a stablecoin—but a smart, income-generating digital asset.

The GENIUS Act has one particularly important clause for investors to understand:

“No payment stablecoin issuer shall advertise, offer, or directly pay any interest or yield to stablecoin holders.” — GENIUS Act of 2025, Section 204(d). This means USD-backed stablecoins cannot offer yield or profit to their holders. They are frozen at $1. However, because GCAI is a gold-pegged token — not a fiat-backed stablecoin — it allows us to stay fully compliant with GENIUS, while still passing on real economic upside to our coinholders — not as “interest,” but as an increase in value.

If you were to buy $1,000 of GCAI in Sept 2024, when gold was ~$1,530/oz, by October 2025, gold rose 145% to ~$3,750/oz. Because GCAI is pegged to gold, your GCAI would now be worth $2,450, even though it’s fully backed by U.S. Treasuries, not holding gold directly, and fully liquid and usable like digital cash. We protect this value by exercising gold options, realizing profit, and allocating it to ensure you always get the real gold value.

Market Projection

Market Landscape:

Market Capture:

Competition

Competitive Advantage:

Traction & Customers

Financial Projections: 

Gold Coin AI Timeline:

Investors

Why Invest Now:

The stablecoin landscape is undergoing a massive transformation—and timing is everything.

• • Regulation is Here: The recently passed Genius Act has brought long-awaited regulatory clarity to the U.S. stablecoin market, setting clear standards for compliance, reserve backing, and issuer accountability.

• • Non-Compliant Issuers Are Exiting: Offshore and opaque stablecoin projects are being pushed out of the U.S. market, creating a rare opportunity for compliant, transparent alternatives like Gold Coin AI to capture market share.

• • Institutional Capital is Coming: With regulatory uncertainty fading, banks, asset managers, and enterprises are preparing to enter the stablecoin space—looking for safe, compliant vehicles.

• • $1.2 Trillion Market Opportunity: The global stablecoin market is projected to reach $1.2 trillion by 2028, driven largely by institutional adoption and real-world use cases under regulatory frameworks.

Gold Coin AI is built specifically for this moment—U.S.-domiciled, regulation-ready, and engineered for institutional trust and long-term growth. This is a first-mover advantage in a market about to explode.

Path to Nasdaq:

Terms

Up to $5,000,000.00 in Common Shares at $1.00 per share with a minimum target amount of $10,000.00.

Offering Minimum: $10,000.00 | 10,000 shares of Common Shares
Offering Maximum: $5,000,000.00 | 5,000,000 shares of Common Shares
Type of Security Offered: Common Shares
Purchase Price of Security Offered: $1.00 per Share
Minimum Investment Amount (per investor): $1,000.00 | 1,000 share of Common Shares

The Minimum Individual Purchase Amount accepted under this Regulation CF Offering is $1,000.00. The Company must reach its Target Offering Amount of $10,000.00 by April 20, 2026 (the “Offering Deadline”). Unless the Company raises at least the Target Offering Amount of $10,000.00 under the Regulation CF offering by the Offering Deadline, no securities will be sold in this Offering, investment commitments will be cancelled, and committed funds will be returned.

 NOTE TO INVESTORS ABOUT THE SPV

Regulation Crowdfunding allows an issuer to use a special purpose vehicle, or SPV. The technical legal term is a “crowdfunding vehicle.”

In this case, while the name of the Company itself is Gold Coin AI, Inc., the name of the SPV is Gold Coin AI SPV, LLC. You and all the other Regulation Crowdfunding investors will invest in Gold Coin AI SPV, LLC and Gold Coin AI SPV, LLC will, in turn, use your money to invest in Gold Coin AI, Inc. Hence, Gold Coin AI SPV, LLC will be reflected as one investor in Gold Coin AI, Inc.

Gold Coin AI, Inc. believes this structure – with one investor rather than many – will make it easier to raise additional capital in the future because the Offering will leave the Company with only one investor on its capitalization table.

Gold Coin AI SPV, LLC will conduct no business other than to invest in Gold Coin AI, Inc. The SPV has been organized and will be operated for the sole purpose of directly acquiring, holding and disposing of the Company’s securities, will not borrow money and will use all the proceeds from the sale of its securities solely to purchase a single class of securities of the Company. Gold Coin AI SPV, LLC will be managed by the Company itself. The Company’s use of the SPV is intended to allow investors in the SPV to achieve the same economic exposure, voting power, and ability to assert State and Federal law rights, and receive the same disclosures, as if they had invested directly in the Company. The Company’s use of the SPV will not result in any additional fees being charged to investors.

Although Gold Coin AI, Inc. is a corporation, you will be an owner of Gold Coin AI SPV, LLC, which is a limited liability company. Hence, you will receive IRS Form K-1 for tax reporting purposes.

All the information about “the Company” in this Form C refers to Gold Coin AI, Inc., not to Gold Coin AI SPV, LLC unless otherwise indicated.

NOTE TO INVESTORS: As explained above, you will invest in Gold Coin AI SPV, LLC, not in the Company directly. You will receive an interest in Gold Coin AI SPV, LLC called “Investor Shares” while Gold Coin AI SPV, LLC will receive shares of Common Shares issued by the Company. The governing documents of Gold Coin AI SPV, LLC, being its Certificate of Formation and Limited Liability Company Agreement (EXHIBIT E and EXHIBIT G), and the Investor Shares to be issued to you from Gold Coin AI SPV, LLC, are intended to put you in the same position as if you had purchased shares of Common Shares directly from the Company.

Voting Proxy to the Manager

The SPV investor shares do not have voting rights. With respect to those voting rights, the investor and his, her, or its transferees or assignees (collectively, the “Investor”), through a voting proxy granted by Investor in the subscription agreement (Exhibit C), has appointed or will appoint the Manager, Gold Coin AI, Inc., as the Investor’s true and lawful proxy (the “Proxy”) with the power to act alone and with full power of substitution, on behalf of the Investor to: (i) vote all securities related to the Company purchased in an offering hosted by PicMii Crowdfunding, LLC, and (ii) execute, in connection with such voting power any instrument or document that the Manager determines is necessary and appropriate in the exercise of his or her authority. The Investor Shares shall have one hundred percent (100%) of the economic rights and no management rights other than to replace the Manager upon a majority vote at a duly called meeting. The Manager Shares shall be held only by Gold Coin AI, Inc., or its affiliates or assigns.  The Manager Shares will confer no economic rights but shall confer one hundred percent (100%) of the management authority to the holders of the Manager Shares. The holders of Manager Shares shall have all rights necessary to manage the business affairs of the Company, including but not limited to, the authority to direct the acquisition, holding, and disposition of the Company’s assets, and to make all decisions regarding the Company’s operations without requiring the consent of the holders of the Investor Shares, subject to limitations in Delaware state law, participation in tender offers, mergers, acquisitions, or any other matters requiring shareholder approval.

Risks

Please be sure to read and review the Offering Statement. A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

In making an investment decision, investors must rely on their examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

Neither PicMii Crowdfunding nor any of its directors, officers, employees, representatives, affiliates, or agents shall have any liability whatsoever arising from any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials and communication herein or the terms or valuation of any securities offering.

The information contained herein includes forward-looking statements. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond the company’s control and which could, and likely will materially affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects the current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. No obligation exists to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.