Combined company expected to deliver institutional-grade on-chain solutions and real-world asset tokenization, setting a new benchmark for global standards
Open World Ltd. (Open World), a trusted strategic partner behind many of the Web3 ecosystem’s most influential launches, today announced it has entered into a letter of intent to merge with VerifyMe, Inc. (NASDAQ: VRME) (VerifyMe), a publicly traded provider of precision logistics and brand protection technologies. VerifyMe specializes in precision logistics for regulated and time-critical products, as well as authentication solutions that enable brand owners to deter counterfeit and diversion activities. Upon closing, the combined company is expected to continue listing on Nasdaq and will trade under a new ticker symbol.
Open World and VerifyMe each bring critical infrastructure for a rapidly evolving digital economy. Open World has been building the next foundational layer for real-world asset (RWA) tokenization and enterprise-grade blockchain applications. By leveraging its expertise in token launches, compliance frameworks and market infrastructure, along with VerifyMe’s capabilities, the resulting platform will be engineered for the era of agentic AI, where autonomous systems depend on verified identity, secure data and trusted on-chain provenance. Turning trust into infrastructure, Open World and VerifyMe plan to unlock a new operating system for compliant, enterprise-grade RWA tokenization.
The announcement follows Open World’s recent partnership with Abstract to launch a national-scale, compliant tokenization engine for infrastructure-grade RWAs, advancing the technical and institutional foundations required for these assets to participate in secure digital markets.
“Today marks a major milestone for Open World,” said Matt Shaw, co-founder and CEO of Open World, who is expected to become CEO and Chairman of the combined company post-close. “We’ve been the token launch, innovation and go-to-market partner for Tier-1 Web3 protocols representing over $65 billion in on-chain value, and we’re now extending that playbook into enterprise applications with real-world impact. By combining logistics expertise with on-chain security and AI-driven frameworks, and backed by strong technical foundations and proven execution in high-stakes environments, we’re positioned to become a global leader in secure, enterprise-grade real-world asset tokenization.”
Open World’s vision is to be the preeminent provider of next-generation digital asset products and solutions that connect real-world use cases and bring them to life on-chain. This can take many forms, from collaborating with sovereign entities to develop compliant, yield-bearing stablecoins to enabling value capture from national reserves and other strategic assets through tokenization. Open World also partners with next-generation enterprises to power a new era of on-chain innovation, unlocking liquidity, transparency and more efficient market infrastructure for traditionally analog markets. The combined company will be positioned to deliver turnkey, compliance-ready infrastructure that addresses the fundamental barriers to digital asset adoption: identity, security, regulatory alignment and trust.
“We are excited at the prospect of joining Open World’s growing ecosystem,” said Adam Stedham, CEO and President of VerifyMe. “Digital asset adoption is entering a new phase where verifiable identity, provenance and trusted data are essential. This proposed merger with VerifyMe is expected to strengthen Open World’s ability to deliver enterprise-ready tokenization and the compliance-grade infrastructure needed for a tokenized future.”
The letter of intent contains an exclusivity period of 60 days during which the parties plan to complete due diligence and negotiate and execute a definitive merger agreement. It is expected that the merger agreement will contain customary closing conditions, including approval of the transaction by the boards of directors and securityholders of both companies, regulatory approvals and compliance with Nasdaq listing requirements. Subject to certain exclusions, if either party elects to terminate the letter of intent, then such party will need to pay the other party a break-up fee of $400,000 or $500,000, depending on the circumstances. It is expected that the merger will result in Open World’s shareholders owning approximately 90% of the combined company and VerifyMe’s stockholders owning approximately 10% of the combined company. At closing, the Board of Directors of the combined company shall have seven directors. Open World shall be entitled to name six directors (which may include Open World’s Chief Executive Officer) and VerifyMe shall be entitled to designate one director, who is currently serving on the Board. VerifyMe is also expected to have the opportunity to pay a special one-time cash dividend to its stockholders prior to the merger equal to the amount of cash on its balance sheet prior to closing, in excess of $1 million. There can be no assurances that a merger agreement will be entered into by the parties, that a merger will be consummated by the parties or that the expected benefits of the proposed merger will be realized if consummated or that VerifyMe’s board of directors will declare a special one-time cash dividend prior to closing the proposed transaction.
Maxim Group LLC serves as the exclusive financial advisor to Open World in connection with the merger.
