VerifyMe and Open World Sign Merger Agreement to Create Digital Asset Infrastructure Leader
VerifyMe, a company recognized for its authentication and precision logistics technologies, has entered into an Agreement and Plan of Merger with Open World Ltd., a blockchain infrastructure and real-world asset (RWA) tokenization platform. The execution of the Agreement marks a significant strategic milestone for both organizations and signals their intention to combine complementary capabilities in order to build a leading infrastructure provider within the rapidly evolving digital asset and tokenization sector. The proposed merger reflects a shared vision centered on regulated digital asset innovation, enterprise-grade governance, and scalable infrastructure designed to meet the growing demands of institutional participants across global markets.
The transaction is structured to position the combined entity at the forefront of tokenization infrastructure, particularly as regulatory clarity improves and institutional adoption accelerates. By integrating VerifyMe’s public company platform and operational expertise with Open World’s blockchain infrastructure and tokenization capabilities, the companies aim to establish a robust foundation capable of supporting token listings, compliance frameworks, and cross-border digital asset operations. The merger underscores both organizations’ belief that the next phase of digital asset development will require institutional-grade governance, regulatory alignment, and scalable technology solutions capable of supporting mainstream financial integration.
Strategic Alignment of Complementary Strengths
Adam Stedham, Chief Executive Officer of VerifyMe, described the Agreement as an important step in the company’s strategic roadmap. He emphasized that the transaction aligns the complementary strengths of both organizations and creates an opportunity to deliver durable infrastructure that can support digital asset innovation while enhancing long-term shareholder value. According to Stedham, the combined platform is expected to benefit from enhanced governance structures and operational capabilities that meet the expectations of regulators, institutional investors, and global financial stakeholders.
The merger reflects a deliberate effort to move beyond fragmented blockchain initiatives toward a cohesive infrastructure model capable of supporting real-world financial applications. VerifyMe brings to the transaction its experience as a Nasdaq-listed entity, including compliance processes, public market governance standards, and operational oversight frameworks. Open World contributes specialized blockchain infrastructure, expertise in RWA tokenization, and a focus on regulated digital asset development. Together, these capabilities are intended to form a unified platform that addresses both technological and regulatory dimensions of digital finance.
Building Institutional-Grade Tokenization Infrastructure
The combined company is expected to concentrate on several core pillars, including token listings, regulated digital asset infrastructure, enterprise compliance systems, and institutional-grade RWA tokenization. The companies anticipate operating across multiple jurisdictions, recognizing that digital asset markets are inherently global and require cross-border regulatory coordination. By integrating infrastructure and compliance capabilities, the new entity aims to support both issuers and institutional investors seeking secure and transparent pathways into tokenized asset markets.
Matt Shaw, co-founder and Chief Executive Officer of Open World, characterized the Agreement as a meaningful inflection point for both organizations. He noted that institutional demand for regulated digital asset infrastructure continues to grow at a significant pace. Shaw highlighted that merging complementary capabilities enables the combined company to operate at the scale and governance standards required for real-world asset tokenization to transition from early-stage experimentation into broader financial market adoption. He indicated that achieving mainstream acceptance will depend not only on technological innovation but also on the implementation of compliance frameworks aligned with regulatory requirements and investor protections.
As financial institutions explore tokenized representations of assets such as real estate, commodities, infrastructure investments, and other tangible holdings, the need for secure issuance platforms, compliant trading environments, and transparent governance structures has intensified. The proposed merger seeks to address these needs by establishing a comprehensive infrastructure layer that integrates blockchain functionality with public market accountability.
Expanding Momentum in RWA Tokenization
The announcement builds upon Open World’s previously disclosed initiatives, including the establishment of a national-scale RWA Center of Excellence in Saudi Arabia. This initiative reflects growing regional interest in digital asset infrastructure and the tokenization of real-world assets as part of broader economic modernization strategies. By creating a Center of Excellence, Open World signaled its commitment to developing regulated, large-scale tokenization frameworks capable of supporting sovereign and institutional participation.
In addition to its initiatives in Saudi Arabia, Open World has entered into infrastructure collaborations, including a partnership with Abstract to support regulated, infrastructure-grade digital assets. These efforts collectively demonstrate Open World’s strategy of building a compliant and scalable ecosystem for tokenized assets. The merger with VerifyMe is expected to strengthen this strategy by providing additional public market structure and operational governance.
RWA tokenization activity continues to gain traction in both the United States and Saudi Arabia, with regulatory developments contributing to increased institutional engagement. As frameworks governing digital securities, blockchain-based financial instruments, and tokenized assets become clearer, asset classes previously confined to traditional markets are expected to transition onto digital platforms. The combined entity intends to position itself as a trusted infrastructure provider capable of facilitating this transition in a secure and compliant manner.
Nasdaq Listing and Transaction Structure
Upon closing, the merger is anticipated to result in the combined company being listed on The Nasdaq Capital Market under a new ticker symbol. The listing is subject to customary closing conditions, including approval by VerifyMe’s shareholders and satisfaction of Nasdaq listing requirements for the combined entity’s common stock. The boards of directors of both VerifyMe and Open World have unanimously approved the signing of the Agreement, reflecting strong governance support for the transaction.
Regulatory filings with the U.S. Securities and Exchange Commission and Nasdaq are expected to proceed in accordance with standard review processes. Shareholder approvals and related regulatory steps are anticipated by the second quarter of 2026, subject to customary conditions and procedural timelines. Additional information regarding the structure, timing, and mechanics of the transaction is expected to be disclosed in future filings, ensuring transparency for investors and stakeholders.
The Agreement includes customary representations, warranties, and covenants made by both parties. These provisions include commitments to exercise commercially reasonable efforts to complete the transaction, as well as indemnification arrangements for directors and officers. The Agreement also contains restrictions governing the conduct of each company’s business operations between signing and closing, ensuring operational stability during the transitional period.
Governance, Capital Structure, and Strategic Focus
In connection with the proposed merger, VerifyMe’s board of directors has approved the termination of its at-the-market equity program. This decision reflects alignment between capital structure considerations and the company’s long-term strategic objectives in light of the anticipated transaction. By discontinuing the equity program, VerifyMe signals a focus on maintaining financial discipline and positioning the combined entity for stability and growth following the merger’s completion.
The governance framework of the combined company is expected to emphasize regulatory compliance, transparency, and institutional accountability. As digital asset markets mature, regulators and investors increasingly demand robust oversight mechanisms, financial reporting standards, and operational safeguards comparable to those of traditional financial institutions. The integration of VerifyMe’s public company governance practices with Open World’s blockchain infrastructure is intended to meet these expectations.
Positioning for the Next Phase of Digital Finance
The proposed merger reflects broader trends shaping the digital asset landscape. As tokenization expands beyond cryptocurrencies into representations of tangible and financial assets, infrastructure providers must address complex regulatory environments, cross-border legal frameworks, cybersecurity considerations, and institutional due diligence requirements. The companies believe that combining resources and expertise enhances their ability to navigate these challenges while delivering scalable solutions.
The anticipated Nasdaq listing under a new ticker symbol symbolizes more than a structural change; it represents the ambition to bridge public capital markets with blockchain-based asset infrastructure. By operating within established regulatory frameworks while advancing tokenization technology, the combined entity aims to foster trust among institutional investors and regulators alike.
As the transaction advances toward closing, both VerifyMe and Open World have indicated their commitment to transparency and continued stakeholder engagement. The merger is expected to create a platform capable of supporting regulated token issuance, facilitating compliant digital asset listings, and advancing institutional RWA adoption across key jurisdictions.
With institutional participation in tokenized markets accelerating and governments increasingly clarifying digital asset policies, the timing of the transaction reflects strategic alignment with evolving market conditions. The combined organization intends to leverage its integrated capabilities to support the mainstream adoption of tokenized real-world assets and to contribute to the broader development of secure, compliant digital financial infrastructure.
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