Form 8-K/A
8-K/A — OpenWorld, Inc.
Accession: 0001214659-26-012828
Filed: 2026-10-13
Period: 2026-09-29
CIK: 0001104038
SIC: 6199 (FINANCE SERVICES)
Item: Financial Statements and Exhibits
Documents
8-K/A — b10122638ka2.htm (Primary)
EX-3.2 — EXHIBIT 3.2 (ex3_2.htm)
EX-23.1 — EXHIBIT 23.1 (ex23_1.htm)
EX-99.1 — EXHIBIT 99.1 (ex99_1.htm)
EX-99.2 — EXHIBIT 99.2 (ex99_2.htm)
EX-99.3 — EXHIBIT 99.3 (ex99_3.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K/A — AMENDMENT NO. 2
8-K/A (Primary)
Filename: b10122638ka2.htm · Sequence: 1
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0001104038
0001104038
2026-09-29
2026-09-29
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September
29, 2026
OpenWorld,
Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-39332
23-3023677
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
801 International Parkway, Fifth Floor, Lake Mary, Florida
32746
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(585) 736-9400
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
OPNW
The Nasdaq Capital Market
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
1
Explanatory Note
On September 30, 2026, OpenWorld, Inc. (f/k/a
VerifyMe, Inc.) (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the
“SEC”), as amended by Amendment No. 1 on Form 8-K/A filed on October 2, 2026 (collectively, the “Original 8-K”),
which reported, among other things, the consummation of the merger between the Company and Open World Ltd. The Company is filing this
Amendment No. 2 on Form 8-K/A (this “Amendment”) to provide the historical financial statements required by Item 9.01(a)
of Form 8-K, the unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K in connection with
the merger, and to file herewith the Company’s Amended and Restated Bylaws as Exhibit 3.2 which supersedes and replaces the previously
filed Exhibit 3.2, which inadvertently excluded the text of the exhibit, in its entirety. Except as expressly set forth herein, there
are no other changes to the Original 8-K, and this Amendment does not modify or update any other disclosures contained in the Original
8-K or reflect events occurring after the filing of the Original 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses
acquired.
The audited consolidated financial statements
of OpenWorld for the years ended December 31, 2025 and 2024 and the related notes thereto are attached hereto as Exhibit 99.1 and are
incorporated herein by reference.
The unaudited condensed consolidated financial
statements of OpenWorld for the three and six months ended June 30, 2026 and 2025 and the related notes thereto are attached hereto as
Exhibit 99.2 and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined
financial information of VerifyMe, Inc. and Open World Ltd. for the year ended December 31, 2025 and for the six months ended June 30,
2026, together with the related notes thereto, is filed as Exhibit 99.3 to this Amendment and incorporated herein by reference.
(d) Exhibits.
Exhibit No.
Description
3.2
Amended and Restated Bylaws of OpenWorld, Inc.
23.1
Consent of RSM Cayman Ltd.
99.1
Audited Consolidated Financial Statements of Open World Ltd. for the Years Ended December 31, 2025 and December 31, 2024.
99.2
Unaudited Consolidated Financial Statements of Open World Ltd. for the six months ended June 30, 2026 and June 30, 2025.
99.3
Unaudited pro forma
condensed combined financial information of VerifyMe, Inc. and Open World Ltd. for the year ended December 31, 2025 and for the six
months ended June 30, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OpenWorld, Inc.
Date: October 13, 2026
/s/ Jennifer
Cola
Name:
Jennifer Cola
Title:
Chief Financial Officer
EX-3.2 — EXHIBIT 3.2
EX-3.2
Filename: ex3_2.htm · Sequence: 2
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
OPENWORLD, INC.
I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION
1.01. Certain References.
Any reference herein made to law shall be deemed to refer to the law of the State of Nevada, including any applicable provision of Chapters
75, 78 and 92A of Title 7 of the Nevada Revised Statutes, or any successor statutes, as from time to time amended and in effect (sometimes
referred to herein as the “NRS”). Any reference herein made to the Company’s “Articles” shall be
deemed to refer to its Articles of Incorporation and all amendments thereto and/or restatements thereof as at any given time on file
with the Nevada Secretary of State. Except as otherwise required by the NRS, the term “stockholder” as used herein shall
mean one who is a holder of record of shares of the Company.
1.02. Seniority.
The law (including the NRS) and the Articles (in that order of precedence) shall in all respects be considered senior and superior to
these Amended and Restated Bylaws (as amended from time to time, these “Bylaws”), with any inconsistency to be resolved in
favor of the law and the Articles (in that order of precedence), and with these Bylaws to be deemed automatically amended from time to
time to eliminate any such inconsistency which may then exist.
1.03. Computation
of Time. Unless otherwise provided in the NRS, the time during which an act is required to be done, including the time for the giving
of any required notice herein, shall be computed by excluding the first day or hour, as the case may be, and including the last day or
hour.
II. OFFICES
2.01. Registered Office;
Principal Office. The registered office of the Company in the State of Nevada shall be the office of its registered agent, as
reflected in the records of the Nevada Secretary of State. The Company may change its registered office from time to time in accordance
with the relevant provisions of the NRS. The principal office or place of business of the Company shall be located at such place, within
or outside the State of Nevada, as the Board of Directors may from time to time designate. The Company may have such other offices, either
within or without the State of Nevada, as the Board of Directors may designate or as the business of the Company may require from time
to time.
III. STOCKHOLDERS
3.01. Annual Stockholders
Meeting. An annual meeting of the stockholders shall be held on such date, at such time and physical location, either within or without
the State of Nevada, and by such means of remote communication, if any, as shall be fixed by the Board of Directors and stated in the
notice of the meeting, at which meetings the stockholders shall elect members of the Board of Directors and transact such other business
as may properly come before the meeting. The Board of Directors may, in its sole discretion and in compliance with applicable laws, determine
that an annual meeting of stockholders shall not be held at any physical location, but instead may be held solely by means of remote
communication equipment.
3.02. Special Stockholders
Meetings. Subject to the rights of the holder of any series of Preferred Stock (as defined in the Articles) of the Company, unless
otherwise prescribed by the NRS or by the Articles, special meetings of the stockholders, for any purpose, may be called only by the
Chief Executive Officer, the Chairperson of the Board of Directors, or the President of the Company, and shall be called by the Chief
Executive Officer, the President, or the Secretary of the Company upon a written request signed by a majority of members of the Board
of Directors (whether or not there exists any vacancy in previously authorized directorships at the time any such resolution is presented
to the Board of Directors for adoption). Any business to be transacted at a special meeting of stockholders must be confined to the purposes
stated in the notice of the stockholders’ meeting and to such additional matters as the chair of the meeting may rule to be relevant
to such purposes. The Board of Directors shall designate the place for any meeting of stockholders, and if no designation is made, the
stockholders’ meeting shall take place at the principal office of the Company.
3.03. Notice of Stockholders
Meetings.
(a) Required
Notice. Except as otherwise allowed or required by the NRS, written notice stating the place, day and hour of any annual or special
stockholders meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting by or at the
direction of the person or persons calling the meeting, to each stockholder entitled to vote at such meeting and to any other stockholder
entitled to receive notice of the meeting by the NRS or the Articles. Such notice may be given either personally or by sending a copy
thereof through the mail, by private delivery service (including overnight courier), or by email transmission, charges prepaid, to each
stockholder at his or her address as it appears on the records of the Company. If the notice is sent by mail, or by private delivery
service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or private delivery
service for transmission to such person. If the notice is sent by email, and the Company is subject to the proxy rules of the Securities
and Exchange Commission, it shall comply with the rules regarding email delivery.
(b) Adjourned
or Postponed Meetings. If any stockholders meeting is adjourned to a different date, time, or place, notice need not be given of
the new date, time, and physical location, if the new date, time, and place are announced at the meeting at which the adjournment is
taken. But if a meeting is adjourned or postponed for more than sixty (60) days, or if after the adjournment or postponement a new record
date is fixed for the adjourned or postponed meeting, then notice of the adjourned or postponed meeting shall be given to each stockholder
of record entitled to such notice pursuant to Section 3.03(a).
(c) Waiver
of Notice. Any stockholder may waive notice of a meeting (or any notice of any other action required to be given by the NRS, the
Articles, or these Bylaws), at any time before, during, or after the meeting or other action, by a writing signed by the stockholder
entitled to the notice. Each such waiver shall be delivered to the Company for inclusion in the minutes or filing with the corporate
records. Attendance of a stockholder at a meeting shall constitute a waiver of notice of the meeting, except when the stockholder attends
a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
(d) Contents
of Notice. The notice of each special stockholders meeting shall include a description of the purpose or purposes for which the meeting
is called. Except as required by the NRS or the Company’s Articles, the notice of an annual stockholders meeting need not include
a description of the purpose or purposes for which the meeting is called.
3.04. Fixing of Record
Date. For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment
or postponement thereof, or in order to make a determination of stockholders for any other proper purpose, unless a period of more than
60 days or a period of less than 10 days is prescribed or fixed in the Articles, the directors may prescribe a period not exceeding 60
days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix,
in advance, a record date not more than 60 or less than 10 days before the date of any such meeting as the date as of which stockholders
entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that date are entitled to notice
and to vote at such a meeting. If a record date is not fixed, the record date is at the close of business on the day before the day on
which the first notice is given or, if notice is waived, at the close of business on the day before the meeting is held. In the case
of determining stockholders entitled to consent to corporate action in writing without a meeting (which entitlement shall be limited
as set forth in Section 3.13), the record date shall not be more than ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. In the case of determining stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the record date shall be not more than sixty (60) days prior to
such action. If no record date is so fixed by the Board of Directors, the record date for the determination of stockholders shall be
as provided in the NRS.
When a determination of stockholders entitled
to notice of and to vote at any meeting of stockholders has been made as provided in this Section 3.04, such determination shall apply
to any adjournment or postponement thereof, unless the Board of Directors fixes a new record date.
3.05. Stockholder
Quorum and Voting Requirements. Unless otherwise provided in the Articles, these Bylaws or as required by the NRS:
(a) 33 1/3%
of the shares entitled to vote, present in person or represented by proxy (regardless of whether the proxy has authority to vote on any
matter), shall constitute a quorum at a meeting of stockholders;
(b) in all
matters other than the election of directors, the affirmative vote of the majority of shares voting for or against the subject matter
shall be the act of the stockholders;
(c) a nominee
for director shall be elected by a plurality of the votes cast at any meeting of stockholders;
(d) where
a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative
vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of
such class.
Unless otherwise provided
in the Articles, all elections of directors shall be by written ballot. No ballot or change of vote shall be accepted after the polls
have been declared closed following the ending of the announced time for voting.
3.06. Proxies.
At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing.
In the event that any such instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such
written instrument upon all the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after
the expiration of six (6) months from the date of its execution, unless coupled with an interest or unless the person executing it specifies
therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.
Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or
a duly executed proxy bearing a later date is filed with the Secretary of the Company.
3.07. Voting of Shares.
Unless otherwise provided in the Articles (including any then-effective certificate of designation relating to any series of Preferred
Stock), the NRS, or these Bylaws, each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted
to a vote at a meeting of stockholders.
3.08. Election Inspectors.
The Board of Directors, in advance of any meeting of the stockholders, may appoint an election inspector or inspectors to act at such
meeting (and at any adjournment thereof). If an election inspector or inspectors are not so appointed, the chair of the meeting may,
or upon request of any person entitled to vote at the meeting will, make such appointment. If any person appointed as an inspector fails
to appear or to act, a substitute may be appointed by the chair of the meeting. If appointed, the election inspector or inspectors (acting
through a majority of them if there be more than one) shall determine the number of shares outstanding, the authenticity, validity, and
effect of proxies, the credentials of persons purporting to be stockholders or persons named or referred to in proxies, and the number
of shares represented at the meeting in person and by proxy; shall receive and count votes, ballots, and consents and announce the results
thereof; shall hear and determine all challenges and questions pertaining to proxies and voting; and, in general, shall perform such
acts as may be proper to conduct elections and voting with complete fairness to all stockholders. No such election inspector need be
a stockholder of the Company.
3.09. Organization
and Conduct of Meetings. Each meeting of the stockholders shall be called to order and thereafter chaired by the Chairperson of the
Board of Directors if there is one, or, if not, or if the Chairperson of the Board of Directors is absent or so requests, then by the
Chief Executive Officer or President, or if both the Chairperson of the Board of Directors and the Chief Executive Officer or President
are unavailable, then by such other officer of the Company or such stockholder as may be appointed by the Board of Directors. The Company’s
Secretary or in his or her absence, an Assistant Secretary shall act as secretary of each meeting of the stockholders. If neither the
Secretary nor an Assistant Secretary is in attendance, the chair of the meeting may appoint any person (whether a stockholder or not)
to act as secretary for the meeting. After calling a meeting to order, the chair thereof may require the registration of all stockholders
intending to vote in person and the filing of all proxies with the election inspector or inspectors, if one or more have been appointed
(or, if not, with the secretary of the meeting). After the announced time for such filing of proxies has ended, no further proxies or
changes, substitutions, or revocations of proxies shall be accepted. If directors are to be elected, a tabulation of the proxies so filed
will, if any person entitled to vote in such election so requests, be announced at the meeting (or adjournment thereof) prior to the
closing of the election polls. Absent a showing of bad faith on his or her part, the chair of a meeting will, among other things, have
absolute authority to fix the period of time allowed for the registration of stockholders and the filing of proxies, to determine the
order of business to be conducted at such meeting, and to establish reasonable rules for expediting the business of the meeting and preserving
the orderly conduct thereof (including any informal, or question and answer portions thereof).
3.10. Informalities
and Irregularities. All informalities or irregularities in any call or notice of a meeting of the stockholders or in the areas of
credentials, proxies, quorums, voting, and similar matters, shall be deemed waived if no objection is made at the meeting.
3.11. Nomination of
Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors
of the Company (except as may be otherwise provided in the Articles with respect to any right of holders of Preferred Stock to nominate
and elect a specified number of directors). Nominations of persons for election to the Board of Directors may be made at any annual meeting
of stockholders, or at any special meeting of the stockholders called for the purpose of electing one or more directors pursuant to NRS
78.330: (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof); or (b) by any stockholder of
the Company who, (i) is a stockholder of record on the date of the giving of the notice provided for in this Section 3.11 and on the
record date for the determination of stockholders entitled to vote at such annual meeting, and (ii) who complies with the notice procedures
set forth in this Section 3.11.
In addition to any other
applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Company, as prescribed below.
No person shall be elected
to the Board of Directors of the Company at an annual meeting of the stockholders unless, with respect to a person nominated by a stockholder
of the Company, a written notice of nomination of such person by the stockholder was received by the Secretary of the Company not earlier
than one hundred and twenty (120) days and not later than ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within 30
days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close
of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the
date of the annual meeting was made, whichever first occurs; and, in the case of a special meeting of the stockholders called for the
purpose of electing directors pursuant to NRS 78.330, not later than the close of business on the tenth day following the day on which
notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first
occurs. In no event shall the public announcement of an adjournment or postponement of a meeting of stockholders commence a new time
period for the giving of a stockholder’s notice as described above.
To be in proper written
form, a stockholder’s notice to the Secretary must set forth: (a) as to each person whom the stockholder proposes to nominate for
election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record
by the person, and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder
giving the notice, (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock
of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting
to nominate the persons named in its notice, and (v) any other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to serve as a director if elected and the Company may require
any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such
proposed nominee to serve as a director of the Company.
No person shall be eligible
for election as a director of the Company unless nominated in accordance with the procedures set forth in this Section 3.11. If the chair
of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chair shall declare to the
meeting that the nomination was defective and such defective nomination shall be disregarded.
Notwithstanding compliance
with the foregoing provisions, the Board of Directors shall not be obligated to include information as to any stockholder nominee for
director in any proxy statement or other communication sent to stockholders.
3.12. Business at
Stockholder Meetings. No business may be transacted at an annual or special meeting of stockholders other than business that is:
(a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly
authorized committee thereof); (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof); or (c) in the case of an annual meeting, otherwise properly brought before the meeting by any
stockholder of the Company, (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 3.12
and on the record date for the determination of stockholders entitled to vote at such meeting, and (ii) who complies with the notice
procedures set forth in this Section 3.12.
In addition to any other
applicable requirements of law or the Articles, for business to be properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a stockholder’s notice
to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not earlier than one hundred
and twenty (120) days and not later than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting;
provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of
the meeting was made, whichever first occurs. In no event shall the public announcement of an adjournment or postponement of an annual
meeting commence a new time period for the giving of a stockholder’s notice as described above.
To be in proper written
form, a stockholder’s notice to the Secretary with respect to any proposal (not involving the nomination of directors, which shall
be brought in accordance with Article III, Section 3.11 of these Bylaws) to be brought before the annual meeting must set forth as to
each such proposal: (a) the text of the proposal to be presented (including the text of any resolutions to be proposed for consideration
by the stockholders), together with a brief description of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting; (b) the name and record address of such stockholder; (c) the class or series and
number of shares of capital stock of the Company that are owned beneficially or of record by such stockholder; (d) a description of all
arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such stockholder in such business; and (e) a representation
that such stockholder intends to appear in person or by proxy at the meeting to bring such business before the meeting.
No business may be conducted
at an annual or special meeting of stockholders except business brought before the meeting in accordance with the procedures set forth
in this Section 3.12, provided, however, that, once business has been properly brought before the meeting in accordance with such procedures,
nothing in this Section 3.12 shall be deemed to preclude discussion by any stockholder of any such business. If the chair of an annual
or special meeting determines that business was not properly brought before such meeting in accordance with the foregoing procedures,
the chair shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.
IV. BOARD OF DIRECTORS
4.01. General Powers.
The business and affairs of the Company shall be managed by or under the direction of the Board of Directors.
4.02. Number, Tenure,
and Qualification of Directors. The number of directors which shall constitute the full Board of Directors of the Company shall not
be fewer than three (3) nor more than nine (9). The number of directors in office from time to time shall be within the limits specified
above, except as prescribed from time to time by resolution adopted by either the stockholders or by the Board of Directors. Each director
elected shall hold office for the term for which such director is elected and until such director’s successor is elected or appointed
and qualified or until such director’s earlier death, resignation or removal. In accordance with the Articles, at each annual meeting
of stockholders, directors shall be elected for a term of office expiring at the next annual meeting of stockholders, or until such director’s
earlier death, resignation or removal.
4.03. Regular Meetings
of the Board of Directors. A regular annual meeting of the Board of Directors is to be held as soon as practicable after the adjournment
of each annual meeting of the stockholders, either at the place of the stockholders meeting or at such other place or in whole or in
part by such means of remote communication as the directors elected at the stockholders meeting may have been informed of at or prior
to the time of their election. Additional regular meetings may be held at regular intervals at such places or means of remote communication
and at such times as the Board of Directors may determine.
4.04. Special Meetings
of the Board of Directors. Subject to any rights of holders of Preferred Stock, if any, special meetings of the Board of Directors
may be held whenever, however and wherever called for by the Chairperson of the Board of Directors, the Chief Executive Officer, the
President, or the number of directors that would be required to constitute a quorum.
4.05. Notice of, and
Waiver of Notice for, Directors Meetings. No notice need be given of regular meetings of the Board of Directors. Notice of the time
and place and method of remote communication, if any (but not necessarily the purpose or all of the purposes) of any special meeting
shall be given to each director in person or by telephone or email. Notice to any director of any such special meeting shall be deemed
given sufficiently in advance when: (a), if given by mail, the same is deposited in the United States mail at least four (4) days before
the meeting date, with postage thereon prepaid; (b), if given by email, the same is transmitted at least 24 hours prior to the convening
of the meeting; or (c), if personally delivered (including by overnight courier), the same is handed, or the substance thereof is communicated
telephonically or electronically to the director or to an adult member of his or her office staff or household, at least 24 hours prior
to the convening of the meeting. Any director may waive notice of any meeting and any adjournment thereof at any time before, during,
or after it is held, as provided by the NRS. Except as provided in the next sentence below, the waiver must be in writing, signed by
the director entitled to the notice, and filed with the minutes or corporate records. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4.06. Director Quorum.
A majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, unless the Articles requires a greater number. If there are less than three directors in office, and as set forth
in Section 4.10, the directors shall have the power to fill vacancies on the Board of Directors.
4.07. Directors, Manner
of Acting.
(a) The affirmative
vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless
the Articles or these Bylaws require a greater percentage and except as otherwise required by the NRS.
(b) Any or
all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, conference telephone, videoconference
or similar communications equipment by means of which all persons participating in the meeting may hear each other, in which case any
required notice of such meeting may generally describe the arrangements (rather than or in addition to the place) for the holding thereof.
A director participating in a meeting by this means is deemed to be present in person at the meeting.
(c) A director
who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless, (i) the director objects at the beginning of the meeting (or promptly upon his or her arrival)
to holding it or transacting business at the meeting, or (ii) his or her dissent or abstention from the action taken is entered in the
minutes of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
4.08. Director Action
Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting
if the action is taken by unanimous written consent of the Board of Directors as evidenced by one (1) or more written consents describing
the action taken, signed, either manually or electronically including email consent, by each director and filed with the minutes or proceedings
of the Board of Directors.
4.09. Removal of Directors
by Stockholders. Subject to any rights of the holders of Preferred Stock, if any, and except as limited by the Articles or by the
NRS, a director may be removed by the stockholders only at an annual meeting of stockholders or at a special meeting of stockholders
called for such purpose and otherwise in conformity with these Bylaws, and only by the affirmative vote of the holders of two-thirds
of the voting power of all the shares entitled to vote at such meeting.
4.10. Board of Directors
Vacancies. Subject to the Articles, any rights of the holders of Preferred Stock, if any, and except as otherwise provided by the
NRS, any vacancy or newly created directorship may be filled by a majority of the directors then in office (whether or not a quorum),
or by a sole remaining director. Any director so chosen shall hold office for the unexpired portion of the term of the class of directors
in which the new directorship was created or the vacancy occurred and until his or her successor shall have been elected or appointed
and qualified or until any such director’s earlier death, resignation or removal.
4.11. Director Compensation.
Unless otherwise provided in the Articles, by resolution of the Board of Directors, each director may be paid his or her expenses, if
any, of attendance at each meeting of the Board of Directors or any committee thereof, and may be paid a stated fee for service as director
or a fixed sum for attendance at each meeting of the Board of Directors or any committee thereof, or both. No such payment shall preclude
any director from serving the Company in any capacity and receiving compensation therefor.
4.12. Director Committees.
(a) Creation
of Committees. The Board of Directors may create one (1) or more committees and appoint members of the Board of Directors to serve
on them. Except where a greater number is required by any applicable rules of a National Securities Exchange, each committee shall have
one (1) or more members, who serve at the pleasure of the Board of Directors.
(b) Selection
of Members. The creation of a committee and appointment of members to it shall be approved by a majority of the directors in office
when the action is taken. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the
member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified
member.
(c) Required
Procedures. Sections 4.03 through 4.08 of this Article IV, which govern meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the Board of Directors, apply to committees and their members.
(d) Authority.
Unless limited by the Articles and except to the extent limited by the NRS, each committee may exercise those aspects of the authority
of the Board of Directors which the Board of Directors confers upon such committee in the resolution creating the committee.
4.13. Director Resignations.
Any director or committee member may resign from his or her office at any time by written notice delivered to the Company as required
by the NRS. Any such resignation shall be effective upon its receipt unless some later time is therein fixed, and then from that time.
The acceptance of a resignation shall not be required to make it effective.
V. OFFICERS
5.01. Executive Officers;
Election; Qualifications; Term Of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a Chief Executive Officer,
a President, Chief Financial Officer, a Treasurer and a Secretary. The Board of Directors may also choose one or more executive officers,
Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Each such officer shall hold office until the
first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or
her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written
notice to the Company. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the Company. Any number of offices may be held by the same person.
Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board of Directors.
5.02. Duties. The
officers of this Company shall have and perform the powers and duties usually pertaining to their respective offices, the powers and
duties prescribed by these Bylaws, any additional powers and duties as may from time to time be prescribed by the Board of Directors,
and such other duties as may be delegated by the Chief Executive Officer, including the following:
The Chief Executive Officer
shall have general and active management of the business and affairs of the Company subject to the directions of the Board of Directors.
The President, if any,
shall be the Chief Operating Officer and is responsible for the day-to-day activities of the Company and for the development, design,
operation and improvement of its operations. He or she shall also perform such duties as are conferred upon him or her by the Chief Executive
Officer of the Company and as may be prescribed by the Board of Directors.
The Chief Financial Officer
shall keep correct and complete records of account, showing accurately at all times the financial condition of the Company, and shall
oversee the Company’s financial reporting and the preparation of financial information required for filings with the Securities
and Exchange Commission. He or she shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial
condition of the Company and shall perform such other duties as may be prescribed by the Board of Directors. In the absence of a resolution
of the Board of Directors appointing a different officer, the Chief Financial Officer shall act when the Chief Executive Officer is unavailable.
The Secretary shall have
custody of and maintain all of the corporate records except the financial records, shall record the minutes of all meetings of the stockholders
and whenever else required by the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors.
The Treasurer shall be
the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the Company.
He or she shall immediately deposit all funds of the Company coming into his or her hands in some reliable bank or other depositary to
be designated by the Board of Directors and shall keep this bank account in the name of the Company.
VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. Certificates
for Shares.
(a) Content.
Certificates representing shares of the Company shall, at a minimum, state on their face the name of the issuing company and that it
is formed under the laws of the State of Nevada, the name of the person to whom issued, and the number and class of shares and the designation
of the series, if any, the certificate represents. Such certificates shall be signed (either manually or by facsimile to the extent allowable
by the NRS) by the Chairperson of the Board of Directors (if any), the Chief Executive Officer, the President, or any Vice-President
and by the Secretary or any assistant secretary or the Treasurer or any assistant treasurer of the Company, and may be sealed with a
corporate seal or a facsimile thereof. Each certificate for shares shall be consecutively numbered or otherwise identified and shall
exhibit such information as may be required by the NRS. If a supply of unissued certificates bearing the facsimile signature of a person
remains when that person ceases to hold the office of the Company indicated on such certificates or ceases to be the transfer agent or
registrar of the Company, they may still be issued by the Company and countersigned, registered, issued, and delivered by the Company’s
transfer agent and/or registrar thereafter, as though such person had continued to hold the office indicated on such certificate.
(b) Stockholder
List. The name and address of the person to whom shares are issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the Company.
(c) Lost
Certificates. In the event of the loss, theft, or destruction of any certificate representing shares of the Company or of any predecessor
company, the Company may issue (or, in the case of any such shares as to which a transfer agent and/or registrar have been appointed,
may direct such transfer agent and/or registrar to countersign, register, and issue) a new certificate, and cause the same to be delivered
to the registered owner of the shares represented thereby; provided that such owner shall have submitted such evidence showing the circumstances
of the alleged loss, theft, or destruction, and his, her, or its ownership of the certificate, as the Company considers satisfactory,
together with any other facts that the Company considers pertinent; and further provided that, if so required by the Company, the owner
shall provide a bond or other indemnity in form and amount satisfactory to the Company (and to its transfer agent and/or registrar, if
applicable).
6.02. Registration
of the Transfer of Shares. Transfers of shares of stock of the Company shall be made only on the stock transfer books of the Company
by the holder of record thereof or by his or her legal representative or attorney in fact, who shall furnish proper evidence of authority
to transfer to the Secretary, or a transfer agent, and upon surrender of the certificate or certificates for such shares properly endorsed
and payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Company shall be deemed the owner
thereof for all purposes as regards the Company.
The Board of Directors
may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and
registration of certificates for stock of the Company. The Board of Directors may appoint, or authorize any officer or officers or any
committee to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates
for stock to bear the signature or signatures of any of them.
6.03. Shares Without
Certificates. The Board of Directors may authorize the issuance of uncertificated shares by the Company and may prescribe procedures
for the issuance and registration of transfers thereof and with respect to such other matters as the Board of Directors shall deem necessary
or appropriate.
VII. ACQUISITION OF CONTROLLING INTERESTS
7.01. Inapplicability
of Acquisition of Controlling Interest Statutes. In accordance with the provisions of NRS 78.378, the provisions of NRS 78.378 to
78.3793, inclusive, relating to acquisitions of controlling interests in the Company, shall not apply to the Company or to any acquisition
of any shares of the Company’s capital stock.
VIII. CORPORATE SEAL
8.01. Corporate Seal.
The Board of Directors may provide for a corporate seal of the Company that shall have inscribed thereon any designation including the
name of the Company, Nevada as the state of incorporation, the year of incorporation, and the words “Company Seal.”
IX. AMENDMENTS
9.01. Amendments.
These Bylaws may be repealed, altered or amended, or new bylaws may be adopted by the affirmative vote of a majority of the Board of
Directors. These Bylaws may also be repealed, altered or amended, or new bylaws may be adopted by the affirmative vote of a majority
of the combined voting stock of the outstanding capital stock of the Company.
X. INDEMNIFICATION
10.01. Indemnification.
To the fullest extent permitted under the NRS (including, without limitation, NRS 78.7502, NRS 78.751 and NRS 78.752) and other applicable
law, as the same exists or may hereafter be amended, the Company shall indemnify, hold harmless and defend any person who was or is made
a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust
or other enterprise (including as a member or manager of a limited liability company), including service with respect to employee benefit
plans, from and against any and all of the expenses, liabilities or other matters referred to therein or covered thereby. Such right
to indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person. The indemnification provided for herein shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
XI. EXCLUSIVE FORUM
11.01 State Forum.
To the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Eighth
Judicial District Court of Clark County, Nevada, shall be the sole and exclusive forum for any actions, suits or proceedings, whether
civil, administrative or investigative, (a) brought in the name or right of the Company or on its behalf, (b) for, based upon or asserting
a claim for breach of any fiduciary duty owed by any current or former director, officer or controlling stockholder of the Company in
such capacity, (c) for any internal action (as defined in NRS 78.046), including any action asserting a claim against the Company arising
pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of NRS Title 7, including NRS Chapters 78 or
92A, the Articles or the Bylaws, or any agreement entered into pursuant to NRS 78.365 as to which the Company is a party or a stated
beneficiary thereof, or (d) asserting a claim governed by the internal affairs doctrine or as to which the NRS confers jurisdiction on
the district court in the State of Nevada; provided that such exclusive forum provisions will not apply to suits brought to enforce any
liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive
jurisdiction. In the event that the Eighth Judicial District Court of Clark County, Nevada does not have jurisdiction over any such action,
suit or proceeding, then any other state district court located in the State of Nevada shall be the sole and exclusive forum therefor
and in the event that no state district court in the State of Nevada has jurisdiction over any such action, suit or proceeding, then
a federal court located within the State of Nevada shall be the sole and exclusive forum therefor.
11.02 Federal Forum.
Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of
America shall be the sole and exclusive forum for the resolution of any claim asserting a cause of action arising under the Securities
Act of 1933, as amended, against any Person in connection with any offering of the Company’s securities, including, for the avoidance
of doubt, any auditor, underwriter, expert, control person, or other defendant, which Person shall have the right to enforce this Section.
EX-23.1 — EXHIBIT 23.1
EX-23.1
Filename: ex23_1.htm · Sequence: 3
Exhibit 23.1
Consent of Independent Registered Public
Accounting Firm
We consent to the incorporation by reference
in the Registration Statements on Form S-8 (Registration Nos. 333-249520, 333-259134, 333-265806, 333-272849, and 333-280046) and the
Registration Statements on Form S-3 (Registration Nos. 333-284561, and 333-284562) of OpenWorld, Inc. (f/k/a VerifyMe, Inc.) of our report
dated April 10, 2026, relating to the consolidated financial statements of Open World Ltd. included in the Current Report on Form 8 K/A
of OpenWorld, Inc. filed with the Securities and Exchange Commission on October 13, 2026.
/s/ RSM Cayman Ltd.
Grand Cayman, Cayman Islands
October 13, 2026
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex99_1.htm · Sequence: 4
Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2025, and December 31,
2024
(Expressed in U.S. dollars)
OPEN WORLD LTD.
Consolidated Financial Statements of Open
World Ltd. for the Years Ended December 31, 2025 and 2024
Report of Independent Registered Public Accounting Firm
F-3 & F-4
Financial Statements:
Consolidated Balance Sheets
F-5
Consolidated Statements of Operations
F-6
Consolidated Statements of Changes in Stockholders’ Equity
F-7
Consolidated Statements of Cash Flows
F-8
Supplemental disclosures of cash flow information
F-9
Notes to Consolidated Financial Statements
F-10
F-2
Report
of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Open World Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Open World Ltd. and its subsidiaries (the Group) as of December 31, 2025 and 2024, the related consolidated statements
of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated
financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Group as of December 31, 2025 and 2024, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Group in accordance with U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially
challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.
F-3
Revenue Recognition
As described in Note 2 to the financial statements,
the Group recognizes revenue from contracts with customers through the following steps: identification of the contract, or contracts,
with the customer, identification of the performance obligations in the contract, determination of the transaction price, allocation
of the transaction price to the performance obligations in the contract, and recognition of the revenue when, or as, the Group satisfies
a performance obligation. Revenue is recognized when the performance obligations of the services are satisfied, in an amount that reflects
the consideration the Group expects to be entitled to in exchange for those services.
· For
Advisory and Onboarding, revenue is recognized ratably over time as administrative services
are provided. Compensation is typically a fixed monthly fee, payable in US dollars or stablecoins.
· For
Digital Assets and Capital Markets Infrastructure, revenue is recognized at the vesting date
of tokens, which aligns with the satisfaction of performance obligations under the related
service agreements. Vesting commences no earlier than the Token Generation Event, when an
observable market price exists and rights to tokens are legally enforceable. The Group measures
such revenue at the fair value of tokens on the vesting date, using end-of-day (UTC) pricing.
Given these factors, the related audit effort
in evaluating management’s judgments in identifying performance obligations for these customer agreements was extensive and required
a high degree of auditor judgment.
Addressing the matter involved performing
procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our procedures related
to the Group’s identification of performance obligations included, among others:
· We
evaluated management’s significant accounting policies related to these customer agreements
for reasonableness.
· We
obtained and read revenue contracts and evaluated the completeness of the performance obligations
identified by management, and performed an evaluation of whether these performance obligations
were distinct and capable of being distinct.
· For
each contract with multiple performance obligations, we also tested the recorded revenue
to each performance based obligation.
· Performed
journal entry testing focused on revenue to identify unusual or fraudulent entries.
/s/ RSM Cayman Ltd.
We have served as the Group's auditor since
2025.
Grand Cayman, Cayman Islands
April 10, 2026
F-4
Open World Ltd. | Consolidated Financial Statements
OPEN WORLD LTD.
Consolidated Balance
Sheets
As of December 31, 2025, and December 31, 2024
(Expressed in U.S. dollars)
December
31,
2025
December
31,
2024
ASSETS
Current assets
Cash and cash equivalents
729,422
4,025,185
Accounts receivable
1,266,223
13,934,613
Crypto assets
922,987
8,007,056
Investments
539,328
-
Loans receivable
814,369
-
Shares and warrants receivable
585,599
-
Prepaids and deposits
89,143
237,457
Due from related parties
14,775
43,032
Total current assets
4,961,846
26,247,343
Non-current assets
Right-of-use assets, net
982,858
1,258,424
Investments
100,348
100,000
Total non-current assets
1,083,206
1,358,424
TOTAL ASSETS
6,045,052
27,605,767
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities
1,156,624
1,102,035
Deferred revenue
125,590
293,500
Lease liabilities
284,651
263,352
Total current liabilities
1,566,865
1,658,887
Non-current liabilities
Lease liabilities
723,844
1,008,495
Total
liabilities
2,290,709
2,667,382
Stockholders’ equity (deficiency)
Capital stock
Authorized: 500,000,000 common stock at par value of $0.0001 (2024 - 5,000,000
common stock at par value of $0.01)
Issued and outstanding: 126,080 shares (2024 - 116,030)
13
1,160
Additional paid-in-capital
4,379,103
50
Treasury shares
-
(50 )
Simple agreements for future equity
2,000,000
2,000,000
(Deficit) retained earnings
(2,624,773 )
22,937,225
Total
stockholders' equity
3,754,343
24,938,385
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
6,045,052
27,605,767
The accompanying notes are an integral part of these consolidated
financial statements.
F-5
Open World Ltd. | Consolidated Financial Statements
OPEN WORLD LTD.
Consolidated Statements
of Operations
For the years ended December 31, 2025, and December 31, 2024
(Expressed in U.S. dollars)
Year ended December
31,
2025
2024
Revenue
Revenues from
contracts with customers
35,748,499
39,626,473
Total
Revenues
35,748,499
39,626,473
Cost of sales
(5,235,082 )
(1,921,861 )
Gross
Profit
30,513,417
37,704,612
Operating
expenses
Consulting and management fees
(6,354,029 )
(3,987,924 )
General and administrative expenses
(837,466 )
(410,363 )
Bad debt provision
(422,943 )
(869,906 )
Insurance expenses
(254,270 )
(214,375 )
Legal fees
(1,095,020 )
(511,908 )
Professional fees
(938,064 )
(355,743 )
Stock-based compensation
(4,378,102 )
-
Travel expenses
(669,792 )
(159,675 )
Operating lease expense
(346,276 )
(242,538 )
Total
operating expenses
(15,295,962 )
(6,752,432 )
Net income
before other income (expense)
15,217,455
30,952,180
Other income (expense)
(Loss) gain on crypto asset sales
(4,374,903 )
122,250
Net change in fair value of investments
(3,639,080 )
-
Net change in fair value of shares and warrants receivable
(3,529,052 )
-
Net change in fair value of crypto assets
(8,154,783 )
(3,305,210 )
Net change in fair value of receivables
(15,748,701 )
(2,722,651 )
Total
other expense, net
(35,446,519 )
(5,905,611 )
(Loss) income before income
tax expense
(20,229,064 )
25,046,569
Provision for income taxes
-
-
Net
(loss) income for the year
(20,229,064 )
25,046,569
Net (loss) income per share
Basic
$ (189 )
$ 245
Diluted
$ (189 )
$ 218
Weighted average shares
of common stock
Basic
107,042
102,346
Diluted
107,042
114,683
The accompanying notes are an integral part of these consolidated
financial statements.
F-6
Open World Ltd. | Consolidated Financial Statements
OPEN WORLD LTD.
Consolidated Statements
of Changes in Stockholders’ Equity
For the years ended December 31, 2025 and December 31, 2024
(Expressed in U.S. dollars)
Common Stock
Additional
paid-in capital
Treasury
shares
Simple
agreements for
future equity
(Deficit)
Retained
earnings
Stockholders’
equity
Number
$
$
$
$
$
$
Balance, December 31, 2023
100,000
1,000
- -
-
-
2,271,747
2,272,747
Issuance (repurchase and retirement) of stock, net
16,030
160
50
(50 )
-
-
160
Simple agreements for future equity
-
-
-
-
2,000,000
-
2,000,000
Net income for the year
-
-
- -
-
-
25,046,569
25,046,569
Dividends declared and paid
-
-
-
-
-
(4,381,091 )
(4,381,091 )
Balance, December 31, 2024
116,030
1,160
50 -
(50 )
2,000,000
22,937,225
24,938,385
Adjustment to opening retained earnings
-
-
-
-
-
(264,351 )
(264,351 )
Issuance (repurchase and retirement) of stock, net
15,050
(87 )
(315 )
-
-
-
(402 )
Recapitalization
(5,000 )
(1,060 )
1,010
50
-
-
-
Stock-based compensation
-
-
4,378,358
-
-
-
4,378,358
Net loss for the year
-
-
- -
-
-
(20,229,064 )
(20,229,064 )
Dividends declared and paid
-
-
-
-
-
(5,068,583 )
(5,068,583 )
Balance, December 31, 2025
126,080
13
4,379,103 -
-
2,000,000
(2,624,773 )
3,754,343
The accompanying notes are an integral part of these consolidated
financial statements
F-7
Open World Ltd. | Consolidated Financial Statements
OPEN WORLD LTD.
Consolidated Statements
of Cash Flows
For the years ended December 31, 2025, and December 31, 2024
(Expressed in U.S. dollars)
Year ended December
31,
2025
2024
OPERATING ACTIVITIES
Net (loss) income for the year
(20,229,064 )
25,046,570
Adjustments to reconcile net income to cash flows from operations:
Imputed interest on lease liability (non-cash)
49,021
44,034
Right of use assets amortization
275,566
198,505
Gain (loss) on crypto assets sale
4,374,903
(122,250 )
Net change in fair value of crypto assets
8,154,783
3,305,210
Net change in fair value of receivables
11,711,086
2,722,651
Net change in fair value of loans receivable
4,037,614
-
Net change in fair value of shares and warrants receivable
3,529,051
-
Net change in fair value of investments
3,639,080
-
Stock-based compensation
4,378,102
-
Changes in working capital balances related to operations:
Decrease (increase) in accounts receivable
957,305
(14,262,087 )
Increase in loans receivable
(4,851,983 )
-
Increase in shares and warrants receivable
(4,114,650 )
Decrease in prepaid expenses
148,314
41,196
Decrease in due from related party
28,257
46,398
Purchases of crypto assets
(25,198,384 )
(25,146,088 )
Proceeds from sales of crypto assets
17,574,360
14,480,481
Decrease in deferred revenue
(167,910 )
(5,000 )
Increase in accounts payable and accrued liabilities
(209,762 )
130,614
Other Operating Cash Adjustments:
Lease payments
(312,373 )
(229,116 )
Net cash
provided by operating activities
3,773,316
6,251,118
INVESTING ACTIVITIES
Investments
(2,000,348 )
(100,000 )
Cash used
in investing activities
(2,000,348 )
(100,000 )
FINANCING ACTIVITIES
Proceeds from private placements
-
210
Repurchase of shares
(148 )
(50 )
Proceeds from issuance of SAFE notes
-
2,000,000
Dividends paid
(5,068,583 )
(4,381,092 )
Cash used
by financing activities
(5,068,731 )
(2,380,932 )
Effect of exchange rate changes on cash
-
-
Net (decrease) increase in cash for the year
(3,295,763 )
3,770,186
Cash, beginning of the year
4,025,185
254,999
Cash,
end of the year
729,422
4,025,185
The accompanying notes are an integral part of these consolidated
financial statements.
F-8
Open World Ltd. | Consolidated Financial Statements
Supplemental disclosures of cash flow information
Cash paid for interest during December 31,
2025 was $49,021 (2024: $44,034), which is included within operating activities in the statement of cash flows.
Supplemental schedule of non-cash activities
Non-cash operating activities
During 2025 and 2024,
the Company received non-cash consideration for revenues from contracts with customers and recognized unrealized remeasurement adjustments
on crypto assets of $8,154,783 and $3,305,210, respectively, which are reflected as non-cash adjustments within operating activities.
Non-cash investing and financing activities
During 2025, the Company
did not recognize any new right-of-use assets or corresponding lease liabilities in connection with operating lease agreements under
ASC Topic 842, Leases.
During the year ended December 31, 2025, the
Company acquired Heritage Distilling Holding Company, Inc. (“IPST”) common stock (see Note 17) for total consideration of
$4,178,407, of which $2,178,407 was satisfied through crypto assets as a non-cash investing activity.
The Company did not enter
into any other significant non-cash investing or financing transactions during 2025 or 2024.
The accompanying notes are an integral part of these consolidated
financial statements.
F-9
Open World Ltd. | Notes to Consolidated Financial Statements
1. NATURE OF OPERATIONS
Open World Ltd. was incorporated under the
laws of the Cayman Islands. Open World Ltd. and its subsidiaries (“OpenWorld”, the “Company”, or the “Group”)
operate at the intersection of institutional capital markets, enterprise blockchain infrastructure, and real-world asset tokenization.
On October 9, 2025, the Company completed
a corporate reorganization (the “Reorganization”) pursuant to which Open World Ltd. became the parent company of Open World
Inc., Webslinger Advisors SEZC Inc., and Open World Wyoming Inc. The Reorganization was a transaction among entities under common control
and was accounted for in accordance with ASC Topic 805, Business Combinations. In accordance with ASC 805-50, these comparative consolidated
financial statements have been prepared on a retrospective basis as if the Reorganization had occurred on October 4, 2023.
2. BASIS OF PRESENTATION
[a] Accounting standards
The consolidated financial statements of the
Group have been prepared using the accrual basis of accounting and have been prepared in accordance with accounting principles generally
accepted in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. These consolidated financial statements include
the accounts of the Company and its wholly owned and controlled subsidiaries. All significant intercompany accounts and transactions
have been eliminated. The consolidated financial statements have been prepared for audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are intended to be included in a future filing with the
Securities and Exchange Commission (“SEC”). The Company will evaluate and update the presentation and disclosures as necessary
once the specific SEC form and related requirements are determined.
[b] Critical accounting estimates and judgments
Preparation of the consolidated financial
statements in accordance with U.S. GAAP requires management to make estimates and assumptions in the consolidated financial statements
and notes thereto. Significant estimates, assumptions and judgements include judgment in determining performance obligations; fair value
measurement of crypto assets and receivables denominated in crypto assets; the assessment of collectability of accounts receivable; the
valuation of privately-held strategic investments, including impairments; the identification and valuation of assets acquired and liabilities
assumed in business combinations; loss contingency identification and valuation, including assessing the likelihood of adverse outcomes
from positions, claims, and disputes, recoveries of losses recorded, and associated timing. The Group is also exposed to risks inherent
in crypto assets, including price volatility, liquidity, and counterparty risks.
Actual results and outcomes may differ from
management’s estimates and assumptions due to risks and uncertainties. To the extent that there are material differences between
these estimates and actual results, the consolidated financial statements will be affected. The Group bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments
about the carrying values of assets and liabilities.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have
been applied consistently to all periods presented in these consolidated financial statements by the Group.
F-10
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
[a] Principles of consolidation
These consolidated financial statements include
the accounts of the Company and its wholly owned and controlled subsidiaries. Control exists when the Company has the power, directly
or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial
statements of the subsidiaries are included in these consolidated financial statements from the date that control commences until the
date that control ceases. All inter-company transactions and balances have been eliminated upon consolidation.
[b] Revenue Recognition
The Group determines revenue recognition from
contracts with customers through the following steps:
§ identification
of the contract, or contracts, with the customer;
§ identification
of the performance obligations in the contract;
§ determination
of the transaction price;
§ allocation
of the transaction price to the performance obligations in the contract; and
§ recognition
of the revenue when, or as, the Group satisfies a performance obligation.
Revenue is recognized when performance obligations
are satisfied, in an amount that reflects the consideration the Group expects to be entitled to in exchange for its activities.
Advisory and Onboarding
Revenue is recognized ratably over time as performance obligations
are satisfied. Compensation is typically a fixed monthly fee, payable in US dollars or stablecoins.
Digital Assets and Capital Markets Infrastructure
Revenue is recognized at the vesting date
of tokens, which aligns with the satisfaction of performance obligations under the underlying arrangements. Vesting commences no earlier
than the Token Generation Event, when an observable market price exists and rights to tokens are legally enforceable. The Group measures
such revenue at the fair value of tokens on the vesting date, using end-of-day (23:59:59 UTC) pricing.
[c] Cost of sales
Cost of sales primarily consists of direct
costs incurred to deliver the Group’s advisory and onboarding, digital assets, and capital markets capabilities. These costs are
recognized in the period in which the related performance obligations are satisfied and revenue is recognized. Cost of sales primarily
includes:
Professional and Consulting Fees:
Fees paid to third-party providers, contractors, external specialists, and other consultants who support the Group’s revenue-generating
activities.
Technology and Infrastructure Costs:
Direct expenses related to hosting, cloud computing, blockchain network usage, cybersecurity support, and other infrastructure required
to fulfill performance obligations under customer contracts.
Other Direct Costs: Out-of-pocket
expenses incurred in fulfilling customer contracts, including reimbursed client costs, transaction-specific expenditures, data services,
travel, and similar costs directly related to advisory and onboarding, digital assets or capital markets activities.
Costs not directly attributable to revenue-generating
activities are recorded within Operating Expenses, including general and administrative costs, consulting and management fees, bad debt
provisions, insurance, corporate legal and professional fees, travel not tied to customer contracts, and operating lease expenses.
F-11
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
[d] Consulting and management fees
Consulting and management fees consist primarily
of compensation-related costs for personnel who support the Company’s operations, including (i) wages and salaries for employees
and (ii) fees and costs paid to independent contractors and consultants (collectively, “team wages”). These amounts may also
include employer payroll taxes and other personnel-related costs, as applicable. Consulting and management fees are recognized as expense
as the related activities are performed (generally on a straight-line basis over the service period when billed at fixed rates) and are
classified within operating expenses in the accompanying consolidated financial statements. Amounts owed but not yet paid at the reporting
date are included in accrued expenses and other current liabilities, and prepayments for services not yet received are recorded in prepaid
expenses and expensed as incurred.
[e] Accounts Receivable
Accounts receivable consists of receivables
from revenues from contracts with customers and other receivables, net of provision for bad debts and bad debt written off. Receivables
denominated in crypto assets are contractual rights to receive cash or crypto assets either on demand or on fixed or determinable dates
and are recognized as an asset in the Consolidated Balance Sheet.
Receivables are initially recorded at the
transaction price, representing consideration to which the Group expects to be entitled to in exchange for satisfying its performance
obligations. For performance obligations satisfied over time, receivables are recognized as revenue is earned, typically monthly or quarterly
based on performance obligations. For performance obligations satisfied at a point in time, receivables are recognized when the performance
obligation is satisfied.
Certain crypto assets are subject to contractual
sale restrictions pursuant to lock-up schedules. Crypto assets subject to lock-up schedules that have not yet been received by the Company
are recognized as receivables denominated in crypto assets. As of December 31, 2025, the Company held $1,211,696 (2024: $13,463,445)
of receivables subject to such restrictions. The fair value of receivables subject to lock-up schedules includes a discount for lack
of marketability. Restriction periods for these receivables range from less than one week to approximately two years.
Receivables denominated in crypto assets represent
rights to receive a fixed amount of crypto assets and meet the definition of hybrid financial instruments containing an embedded derivative
feature under ASC Topic 815, Derivatives and Hedging. The Group accounts for these hybrid instruments in their entirety at fair value,
with changes in fair value recognized in the consolidated Statement of Operations within “Net change in fair value of accounts
receivable.” This approach reflects both the host receivable component and the embedded derivative feature as a single financial
instrument measured at fair value each reporting period.
The Group evaluates collectability based on
expected credit losses in accordance with ASC Topic 326, Financial Instruments — Credit Losses. An allowance for doubtful
accounts is recognized based on historical loss experience, the aging of receivable balances, and management’s assessment of current
and expected future economic conditions.
[f] Crypto Assets
The Group accounts for cryptocurrencies, tokens,
and stablecoins (collectively, “crypto assets”) in accordance with ASC Topic 350-60, Accounting for and Disclosure of Crypto
Assets (ASU 2023-08), which the Group adopted effective January 1, 2024. This standard supersedes prior indefinite-lived intangible asset
treatment and requires qualifying crypto assets to be classified as intangible assets and measured at fair value with changes in fair
value recognized in net income.
The Group receives crypto assets as a form
of consideration under certain of its commercial arrangements, which are recorded as Crypto assets in the Consolidated Balance Sheet
when received. Under this guidance, crypto assets are measured at fair value, with changes recognized in net income.
F-12
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Crypto assets are initially recognized at
fair value on the date of acquisition or receipt, based on observable quoted market prices. An observable market for crypto assets is
determined based on whether quoted prices in active markets are readily and regularly available and whether those prices reflect actual,
orderly transactions. For crypto assets with high trading volume across reputable exchanges, the Group concludes there is an observable
market and measures fair value based on Level 1 inputs. They are classified as current or non-current assets depending on management’s
intent regarding use, including treasury holdings and operational purposes. As the Group’s crypto assets are held for and used
in the ordinary course of business, they are classified as current assets.
Crypto assets are remeasured at fair value
at each reporting date. All fair value gains and losses are recognized in the consolidated Statement of Operations within “Other
Income (Expense) - Net change in fair value of crypto assets.” Gains and losses on crypto asset sales are recognized on a first-in-first-out
(“FIFO”) basis. Cash flows from crypto assets held for operations are recorded as Net changes in operating assets and liabilities
in the consolidated statement of cash flows.
The Group holds crypto assets in self-custodied
wallets and custodial accounts at third-party institutions which require dual authorization for transactions. Disposals occur through
approved OTC counterparties, including Wintermute and GSR, or on exchanges.
[g] Leases
The Company accounts for leases in accordance
with ASC Topic 842, Leases. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent our right
to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising
from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments
over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, to
determine the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives
and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting
of interest accrued on the lease liability and depreciation of the right-of-use asset. The lease terms may include options to extend
or terminate the lease if it is reasonably certain the Group will exercise that option.
[h] Investments
The Group’s strategic investments primarily
include equity investments in public and privately held companies where the Group (1) holds less than 20% ownership in the entity, and
(2) does not exercise significant influence. These investments are recorded at cost and measured at fair value. For privately held companies
without readily determinable fair values adjusted for: (i) observable transactions for same or similar investments of the same issuer
(referred to as the measurement alternative) or (ii) impairment, which are recorded in Other (income) expense, net in the Consolidated
Statement of Operations.
[i] Cash and cash equivalents
Cash and cash equivalents include cash held
at financial institutions, cash on hand that is not restricted as to withdrawal or use with an initial maturity of three months or less
but exclude stablecoins (e.g., USDT, USDC), which are classified as crypto assets and cash held in accounts at venues. Venues include
other crypto asset trading platforms and payment processors that hold money and crypto assets.
Funds held at financial institutions
Cash and cash equivalents are primarily placed
with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured.
The Group may also have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation
insurance limit of $250,000. The Group has not experienced losses on these accounts and does not believe it is exposed to any significant
credit risk with respect to these accounts.
F-13
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Funds held at trading venues, payment
processors, and clearing brokers
The Group holds cash at trading venues including
both self-custodied wallets and custodial accounts at third-party institutions and performs a regular assessment of these venues as part
of its risk management process.
[j] Income taxes
The Company and its subsidiaries
are incorporated in the Cayman Islands, which does not impose corporate income or capital gains taxes. Accordingly, no provision for
current or deferred income taxes has been recognized.
The Group applies the provisions
of ASC Topic 740, Income Taxes, related to uncertain tax positions. As of December 31, 2025, and 2024, the Group had no unrecognized
tax benefits, and no interest or penalties related to uncertain tax positions have been recognized.
[k] Basic and diluted Earnings or Loss per Share
The Group has adopted ASC Topic
260, Earnings per Share which requires presentation of basic earnings per share.
Basic earnings or loss per share
is calculated by dividing net income or loss attributable to ordinary shareholders by the weighted-average number of ordinary shares
outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue
ordinary shares were exercised or converted. In calculating diluted EPS, the Group adjusts both net income and the weighted-average number
of shares outstanding to give effect to all potentially dilutive instruments, including simple agreements for future equity and stock-based
awards, using the treasury stock method or if-converted method, as appropriate. The effects of securities that are anti-dilutive are
excluded from the calculation of diluted EPS. Diluted loss per share does not adjust the loss attributable to common shareholders or
the weighted average number of common shares outstanding when the effect is anti-dilutive.
[l] Share capital
The Group records proceeds from
share issuances net of issuance costs. Shares issued for consideration other than cash are valued at the quoted price on the date the
shares are issued.
[m] Equity based compensation
Stock options
The Group accounts for the stock
options issued to consultants and employees of the Company at the fair value of the options granted in accordance with ASC Topic 718,
Stock Compensation.
The fair value of the options is
determined at the grant date using Black-Scholes option pricing model which requires assumptions including ordinary share price, expected
price volatility, expected term, risk-free interest rate, and dividend yield. The equity compensation expense is charged to operations
and is amortized over the vesting period on a straight-line basis, with the offset recorded to additional paid-in capital. At the end
of each reporting period, the Group estimates the number of equity instruments expected to vest, and the revisions, if any, are recognized
to profit or loss such that the cumulative expense reflects the revised estimate.
F-14
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Restricted Shares
The Group accounts for restricted
shares granted to directors, officers, consultants and employees of the Company at fair value in according with ASC Topic 718, Stock
Compensation.
Restricted shares are classified
as equity and measured at fair value determined at the grant date based on the fair value of the Company’s ordinary shares. Certain
shares are issued at grant but subject to service-based vesting and repurchase rights at the original issuance price upon termination.
The excess of grant-date fair value over the purchase price, if any, is recognized as stock-based compensation expense on a straight-line
basis over the requisite service period.
Unvested restricted shares are recorded
as issued shares with a corresponding deferred stock-based compensation balance within shareholders’ equity, which is amortized
over the vesting period. Stock-based compensation expense is included in operating expenses in the Statement of Operations.
[n] Fair value measurements
The Group analyzes all financial instruments
with features of both liabilities and equity under ASC Topic 490, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives
and Hedging.
The Group’s financial instruments consist
of cash, accounts receivable denominated in crypto assets, shares and warrants receivable, other receivables, investments, trade and
other payables, and lease liabilities. The carrying amounts of these instruments approximate their fair values due to their short maturities.
The fair value of long-term lease liabilities also approximates their carrying amount as there have been minimal changes in interest
rates and in the Group’s own credit risk since inception.
The Group measures certain assets and liabilities
at fair value in accordance with ASC Topic 820, Fair Value Measurement. ASC 820 establishes a three-level hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value:
• Level 1 - Level 1 inputs
are quoted prices in active markets for identical assets or liabilities that the reporting
entity can access at the measurement date.
• Level 2 - Level 2 inputs
are observable inputs other than quoted prices included within Level 1, such as quoted prices
for similar assets or liabilities in active markets, or other inputs that are observable
or can be corroborated by observable market data.
• Level 3 - Level 3 inputs
are unobservable inputs for the asset or liability, reflecting the Group’s own assumptions
about the assumptions that market participants would use in pricing the asset or liability.
The Group’s crypto assets, shares receivable,
and current investments are classified within Level 1, and accounts receivable including embedded derivative features and warrants receivable,
are classified within Level 2, as their valuation is based on quoted market prices for identical crypto assets in active markets.
The Group presents fair value measurements
for its crypto assets, financial assets and liabilities in the notes to the consolidated financial statements and discloses any transfers
between levels of the hierarchy, although no such transfers occurred during the periods presented.
[o] Related party transactions
All transactions with related parties are
in the normal course of operations and are measured at the exchange amount.
F-15
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
[p] Derivatives
The Group accounts for derivatives in accordance
with ASC Topic 815, Derivatives and Hedging. Certain accounts receivable denominated in crypto assets contain embedded derivative
features arising from rights to receive fixed quantities of crypto assets. These instruments are accounted for in their entirety at fair
value, rather than bifurcating the embedded derivative. Changes in fair value are recognized in the consolidated Statement of Operations
within “Net change in fair value of accounts receivable.”
The Group’s accounts receivable with
embedded derivative features are classified within Level 2 of the fair-value hierarchy, as their valuation is based on quoted market
prices for identical crypto assets in active markets.
[q] Subsequent Events
The Group evaluates subsequent events through
the date the consolidated financial statements are available to be issued, and recognizes in the financial statements the effects of
all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the
estimates inherent in the process of preparing the consolidated financial statements.
Subsequent events that provide evidence about
conditions that arose after the balance sheet date are disclosed in the notes to the consolidated financial statements, but are not recognized
in the financial statements.
[r] Commitments and Contingencies
The Group accounts for commitments and contingencies
in accordance with ASC Topic 450, Contingencies. Loss contingencies, including legal claims, are accrued when it is probable that
a liability has been incurred and the amount of loss can be reasonably estimated. Commitments, such as agreements and non-cancellable
leases, are disclosed when material.
[s] Segment Reporting
The Group determines its reportable segments
in accordance with ASC Topic 280, Segment Reporting. Management concluded the Group has a single operating and reportable segment
under ASC 280 because the Chief Executive Officer, as the Chief Operating Decision Maker (“CODM”), evaluates performance
and allocates resources based on consolidated financial information and does not regularly review discrete financial information by service
line, geography, legal entity, or other component. While the Group may engage in multiple activities, they are managed as an integrated
business with centralized decision-making, and there are no components for which operating results are regularly reviewed by the CODM
with discrete financial information for purposes of allocating resources and assessing performance in a manner that would constitute
separate operating segments. Accordingly, the Group operates as one operating segment and, therefore, one reportable segment.
[t] Employee benefits
The Cayman Islands requires employers to contribute
to a pension plan on behalf of employees, up to a statutory maximum amount per annum. As of December 31, 2025, the Group has not yet
established its own pension plan but is subject to this statutory obligation.
Accordingly, the Group has recognized an accrued
liability for amounts due under this requirement. At December 31, 2025, the Group accrued $105,011 (2024: $49,168) within accrued expenses
and other current liabilities in the consolidated balance sheet.
For the year ended December 31, 2025, the
Group recorded pension expense of $55,843 (2024: $39,901), which represents the contribution obligation attributable to employee service
during the year.
F-16
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
The Group will fund the obligation in accordance
with Cayman Islands’ statutory requirements in the subsequent fiscal year. No additional defined benefits or defined contribution
plans have been established by the Group as of the reporting date.
[u] Warrants Issued by the Company
The Company accounts for warrants issued for
its common stock in accordance with ASC Topic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity.
Warrants are evaluated at issuance to determine whether they should be classified as equity or as a liability.
Warrants are classified as equity instruments
if they require settlement in a fixed number of shares of the Company’s common stock, are indexed to the Company’s own stock,
and do not contain provisions that could require cash settlement or otherwise preclude equity classification.
If classified as equity, warrants are recorded
at their relative fair value on the issuance date within additional paid-in capital and are not subsequently remeasured. Upon exercise,
proceeds received are recorded as an increase to common stock and additional paid-in capital. Warrants that expire unexercised remain
within additional paid-in capital.
4. RECENT ACCOUNTING PRONOUNCEMENTS
Recently adopted accounting pronouncements
Crypto assets
On December 13, 2023, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles – Goodwill
and Other (Topic 350): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires qualifying crypto assets to be measured
at fair value with changes recognized in net income and presented separately from other intangible assets in the balance sheet, along
with expanded disclosures. The Group early adopted ASU 2023-08 effective January 1, 2024. The adoption did not have a material impact
on the Group’s consolidated financial statements other than changes in presentation and disclosure.
Segment reporting
On November 27, 2023, the FASB issued
ASU No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC Topic 280,
Segment Reporting, to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided
to the Group’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title
and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment
performance and deciding how to allocate resources. The amendments also extend disclosure requirements to entities with a single reportable
segment. The Group adopted ASU 2023-07 effective December 31, 2024 on a retrospective basis. The Group operates as a single reportable
segment. The Chief Executive Officer acting as CODM reviews financial information on a consolidated basis when evaluating performance
and allocating resources.
Substantially all of the Group’s operations and long-lived
assets are located in the Cayman Islands. Accordingly, no further segment or geographic disclosures are presented.
F-17
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Accounting pronouncements pending adoption
On November 4, 2024, the FASB issued ASU 2024-03,
Expense Disaggregation Disclosures (Subtopic 220). This standard amends ASC Topic 220, Comprehensive Income, to require
expanded disclosure of certain natural expense categories (such as employee compensation, depreciation, and amortization) within the
notes to the consolidated financial statements. The amendments are effective for fiscal years beginning after December 15, 2026, with
early adoption permitted. The Group is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements
and related disclosures.
5. REVENUE
The Group recognizes revenue in accordance
with ASC Topic 606, Revenue from Contracts with Customers. Revenue is primarily derived from platform-enabled solutions, including
token launch support, digital assets and capital markets infrastructure, and foundation administration. Revenue is recognized as performance
obligations are satisfied in an amount that reflects the consideration expected to be received.
Revenue disaggregated by category for the
years ended December 31, 2025, and 2024 is presented in the table below:
Schedule of disaggregated revenues
2025
2024
Digital assets and capital markets infrastructure
32,187,179
34,732,400
Advisory and onboarding
3,561,320
4,894,073
Total
revenue
35,748,499
39,626,473
For the year ended December 31, 2025, one
customer accounted for approximately $12.3 million (34%) of total revenue, a second customer accounted for approximately $4.2 million
(12%) of total revenue, a third customer accounted for approximately $4.1 million (12%) of total revenue, and a fourth customer accounted
for approximately $3.4 million (10%) of total revenue. No other individual customer accounted for greater than 10% of revenue.
For the year ended December 31, 2024, one customer accounted for approximately $12.1 million (32%) of total revenue, a second customer
accounted for approximately $7.5 million (20%) of total revenue, a third customer accounted for approximately $7.3 million (19%) of total
revenue, and a fourth customer accounted for approximately $4.2 million (11%) of total revenue. No other individual customer accounted
for greater than 10% of revenue.
6. COST OF SALES
Cost of sales for the year ended December
31, 2025 increased to $5,235,082 compared to $1,921,861 for the year ended December 31, 2024.
During the year ended December 31, 2025, Open
World Inc. entered into an amendment to an existing contract with a third-party. The amendment modified certain terms and conditions
of the original agreement, including a reduction in the token supply to be delivered under the contract.
Open World Inc. evaluated the accounting implications
of the contract amendment and determined that the modification should be accounted for prospectively. Accordingly, no retrospective adjustment
to prior period financial statements was required.
As a result of this amendment, Open World
Inc. recognized an incremental expense of $4,549,500 during the current year, which is included in cost of sales in the accompanying
consolidated statement of operation
F-18
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
7. CASH
Cash balance includes certain amounts that
are restricted as to use. Restricted cash consists of funds held for the Company’s REAP card, which are designated for specific
related expenditures charged to the card and are not available for general operating purposes. The restricted cash balance totaled $5,838
as of December 31, 2025 and $44,473 as of December 31, 2024.
The following table presents the Group’s
cash as of December 31, 2025, and December 31, 2024.
Schedule of restricted cash balance
December
31, 2025
December
31, 2024
Cash
723,584
3,980,712
Restricted cash
5,838
44,473
Total
cash
729,422
4,025,185
8. ACCOUNTS RECEIVABLE
Accounts receivable consists primarily of
amounts due from customers comprising of crypto assets and other receivables. Accounts receivable – crypto assets (see below) include
embedded derivative features arising from the right to receive a fixed quantity of crypto assets. These instruments are accounted for
in their entirety at fair value, with changes in fair value recognized in the consolidated Statement of Operations within “Change
in fair value of accounts receivable.” The contractual amounts of accounts receivable denominated in crypto assets approximate
their fair value as of each reporting date.
The following table presents the Group’s
accounts receivable as of December 31, 2025, and December 31, 2024.
Schedule of accounts receivable
December
31, 2025
December
31, 2024
Accounts receivable - crypto assets
1,211,696
13,463,445
Accounts receivable - other
54,527
471,168
Total
accounts receivable
1,266,223
13,934,613
The following table presents a reconciliation
of accounts receivable, including embedded derivative features, for the years ended December 31, 2025 and 2024:
Schedule of reconciliation accounts receivable
December
31, 2025
December
31, 2024
Beginning balance, January 1
13,934,613
2,395,177
Additions / new contracts
26,652,008
39,749,349
Settlements
(22,636,869 )
(24,617,356 )
Net change in fair value of receivables
(11,711,086 )
(2,722,651 )
Change in revenue contract
(4,549,500 )
-
Allowance for doubtful
accounts
(422,943 )
(869,906 )
Ending balance, December 31
1,266,223
13,934,613
F-19
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
The following table presents a reconciliation
of the Group’s allowance for doubtful accounts, for the years ended December 31, 2025 and 2024:
Schedule of allowance for doubtful accounts
December
31, 2025
December
31, 2024
Beginning balance, January 1
869,906
–
Provision for expected credit losses
422,943
869,906
Write-offs charged against the allowance
–
–
Recoveries of amounts previously written off
–
–
Ending balance,
December 31
1,292,849
869,906
Credit Risk
Accounts receivable expose the Group to credit
risk arising from counterparties’ inability to pay amounts due. The Group monitors the creditworthiness of its customers on an
ongoing basis and establishes an allowance for doubtful accounts to reflect expected credit losses. The allowance is based on historical
loss experience, the aging of balances, and management’s assessment of current and expected future economic conditions.
As of December 31, 2025, and December 31,
2024, the Group had accounts receivable positions with one and two counterparties, respectively, each accounting for more than 10 percent
of total receivables.
Fair Value Hierarchy
The Group’s accounts receivable - crypto
assets, including embedded derivative features, are classified within Level 2 of the fair-value hierarchy under ASC Topic 820, Fair Value
Measurement, as valuation is based on quoted market prices for identical crypto assets in active markets.
9. CRYPTO ASSETS
The Group accounts for crypto assets in accordance
with ASU 2023-08, Accounting for and Disclosure of Crypto Assets. Crypto assets are classified as intangible assets and measured at fair
value at each reporting date, with changes in fair value recognized in net income.
Crypto assets held for operations are received
as a form of payment and are converted to cash or used to fulfill expenses in the ordinary course of the Group’s business. Stablecoins
such as USDT and USDC are redeemable on a one-to-one basis for U.S. dollars and are classified as crypto assets held for operations in
the consolidated Balance Sheet. No individual token balance was greater than 5% of equity.
The following table summarizes the Group’s
crypto assets as of December 31, 2025, and December 31, 2024 (in USD):
Schedule of crypto assets
Category
December 31,
2025
December 31,
2024
Units
Cost
Basis
($)
Fair
Value
($)
Units
Cost
Basis
($)
Fair
Value
($)
Stablecoins (USDT, USDC)
340,438
340,438
340,438
1,415,663
1,415,663
1,415,631
Tokens
64,111,091
8,737,332
582,549
11,893,972
9,955,895
6,591,425
Total
64,451,529
9,077,770
922,987
13,309,635
11,371,558
8,007,056
F-20
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
The following table presents a reconciliation of the crypto assets
held for operations by the Group as of December 31, 2025, and December 31, 2024:
Schedule of reconciliation of the crypto assets
December
31, 2025
December
31, 2024
Beginning balance, January 1
8,007,056
524,409
Additions (purchases/receipts)
25,198,384
25,146,088
Disposals (sales/payments)
(27,253,393 )
(14,358,231 )
Net change in fair value
(5,029,060 )
(3,305,210 )
Ending balance,
December 31
922,987
8,007,056
Realized Gains and Losses
(4,374,903 )
122,250
When crypto assets are disposed of, realized
gains and losses are calculated using the FIFO (first-in, first-out) method.
The fair value of the Group’s crypto
assets is determined based on quoted prices in active markets (Level 1 inputs) as of the reporting date.
The Group
holds crypto assets in self-custodied wallets and with third-party custodians. These balances are not bank deposits and are not insured
by the FDIC or SIPC. Accordingly, the Group is subject to custodial, counterparty, and cybersecurity risks in the event of custodian
insolvency, security breaches, or technological failures. When crypto assets are disposed of, realized gains and losses are calculated
using the FIFO (first-in, first-out) method.
10. LEASES
The Group leases office space under a non-cancellable
operating lease agreement. The lease commenced on April 2, 2024, and has a five-year term expiring on April 1, 2029. The lease provides
for fixed annual base rent escalating annually and includes an option to extend for one additional five-year term at prevailing market
rates. The renewal option is not reasonably certain to be exercised and, therefore, is not included in the measurement of the lease liability.
The lease requires payment of variable common
area maintenance (“CAM”) charges based on the Group’s proportionate share of building operating costs (10.23%). These
variable lease payments are expensed as incurred and are not included in the measurement of the right-of-use asset or lease liability.
Right-of-Use Assets and Lease Liabilities
The balances
of operating lease right-of-use assets and lease liabilities as at December 31, 2025, and December 31, 2024 are as follows:
Schedule of operating lease assets and liabilities
December
31, 2025
December
31, 2024
Right-of-use asset, net
982,858
1,258,424
Lease Liability:
Current portion of lease liability
284,651
263,352
Non-current portion of lease liability
723,844
1,008,495
Total
lease liability
1,008,495
1,271,847
F-21
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Maturity of Lease Liabilities
Future minimum
lease payments under non-cancellable operating leases as of December 31, 2025, were:
Schedule of maturity of lease liabilities
Year
Total
($)
2026
321,762
2027
331,432
2028
341,381
2029
85,971
Total
undiscounted lease payments
1,080,546
Less: imputed interest
(72,051 )
Present
value of lease liability
1,008,495
Other Information
§ Weighted
average remaining lease term: 4.25 years
§ Weighted
average discount rate: 4.35%
§ Cash
paid for amounts included in the measurement of lease liabilities, included in operating
cash flows: $312,373 (2024 – $229,116).
11. RELATED PARTY TRANSACTIONS
The Group
enters into transactions with related parties in the normal course of business. Related parties include directors, officers, affiliates,
or significant shareholders.
The following table summarizes the Group’s
transactions and balances with related parties for the years ended December 31, 2025, and the year ended December 31, 2024:
Schedule of related parties transactions
Description
December
31, 2025
December
31, 2024
Consulting and management fees
3,068,943
1,553,588
Expenses incurred in relation to consulting fees
3,556,406
2,182,150
Outstanding payables at year-end
337,403
968,085
Loans receivable at year-end
814,369
-
These balances are unsecured, non-interest
bearing, and are settled in the ordinary course of business.
Loan Receivable
On November 2, 2025, the Company entered into
a Master Loan Agreement with Mosaic Capital Inc., an entity for which an officer of the Company serves as a director. The Company lent
crypto assets to Mosaic under the agreement. The loan provides for a variable return based on changes in net asset value and may be repaid
in cash or crypto assets. The loan is not secured by specific collateral.
The loan receivable is measured at fair value,
with changes in fair value recognized in gain or loss. Upon settlement, the difference between the carrying value of the receivable and
the value of consideration received is recognized as a realized gain or loss. During the year ended December 31, 2025, the Company recognized
a loss of $4,037,614 from changes in fair value.
F-22
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
12. COMMITMENTS AND CONTINGENCIES
The Group is subject to various claims and
legal proceedings in the normal course of business. The Group evaluates these matters on an ongoing basis and establishes provisions
when a loss is considered probable and reasonably estimable, in accordance with ASC Topic 450, Contingencies.
During the year ended December 31, 2024, the
Group entered into a lease agreement for its offices in the Cayman Islands. Annual lease commitments are described in Note 10.
The Group has no other material commitments
or loss contingencies requiring disclosure as of December 31, 2025, and December 31, 2024.
13. SHARE CAPITAL
[a] Authorized capital
The Company is incorporated as an exempted
company limited by shares under the Companies Act of The Cayman Islands. Pursuant to its Memorandum of Association, the Company is authorized
to issue 500,000,000 ordinary shares, with a par value $0.0001 per share, representing total authorized share capital of $50,000.
[b] Common shares issued
Each ordinary share entitles the holder to
one vote per share, the right to receive dividends as and when declared by the Board of Directors, and a pro rata share of the residual
assets of the Group upon liquidation. Certain ordinary shares issued were subject to Restricted Stock Purchase Agreements with vesting
schedules, transfer restrictions, and repurchase rights in favor of the Group.
During the years ended December 31, 2023 and
2024, the Company had the following share activity:
· October
4, 2023, 50,000 ordinary shares issued;
· November
17, 2023, 50,000 ordinary shares issued;
· March
17, 2024, 5,000 ordinary shares issued;
· March
21, 2024, 5,000 ordinary shares surrendered and cancelled;
· March
27, 2024, 5,000 ordinary shares issued;
· April
1, 2024, 750 ordinary shares issued;
· April
2, 2024, 5,000 ordinary shares repurchased and returned to treasury;
· September
12, 2024, 5,280 ordinary shares issued; and
· December
27, 2024, 5,000 ordinary shares issued.
As of December 31, 2024, the Group had 116,030
ordinary shares issued, of which 5,000 shares were held in treasury, resulting in 111,030 ordinary shares issued and outstanding.
On October 9, 2025, the Company completed
a corporate reorganization (the “Reorganization”) pursuant to which Open World Ltd. became the parent company of Open World
Inc. and Webslinger Advisors SEZC Inc.
The Reorganization was a transaction among
entities under common control and has been accounted for in accordance with ASC Topic 805-50, Business Combinations. Accordingly, the
consolidated financial statements for the years ended December 31, 2025 and 2024 have been retrospectively presented as if the Reorganization
had occurred on January 1, 2023. The assets, liabilities, and results of operations of the combining entities are included at their historical
carrying amounts. No gain or loss was recognized in connection with the Reorganization.
F-23
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
During the year ended December 31, 2025, the
Company had the following share activity:
· May
30, 2025, 9,000 ordinary shares surrendered and cancelled;
· November
12, 2025, 773 ordinary shares surrendered and cancelled;
· December
10, 2025, 1,000 ordinary shares surrendered and cancelled; and
· December
10, 2025, 25,823 ordinary shares issued.
Shares surrendered and cancelled during 2025
include shares previously classified as treasury stock, which were retired upon cancellation, including as part of the Reorganization.
As of December 31, 2025, the Group had 126,080
ordinary shares issued and outstanding, with no treasury shares held.
[c] Additional paid-in capital
Additional paid-in capital (“APIC”)
represents amounts received in excess of the par value of common stock and includes equity-based compensation and other equity transactions.
Changes in APIC during the year ended December
31, 2025 were as follows:
· Stock-based
compensation of $4,378,358;
· Other
equity transactions, net of $695.
As of December 31, 2025, APIC totaled $4,379,103.
Changes in APIC for the years ended December 31, 2025 and 2024 are presented in the consolidated statements of stockholders’ equity.
[d] Simple agreements for future equity
During the year ended December 31, 2024, the
Group issued Simple Agreements for Future Equity (“SAFEs”) to various investors for an aggregate amount of $2,000,000. Each
SAFE provides the holder the right to receive shares in the Group upon the occurrence of a future equity financing, liquidity event,
or dissolution. The SAFEs are classified as equity instruments consistent with ASC Topic 505, Equity.
Key Terms include:
· Post-Money
Valuation Cap: $20,000,000
· Conversion:
Upon an equity financing, each SAFE converts into the greater of (i) preferred shares based
on the financing price, or (ii) SAFE preferred shares based on the SAFE price
· Liquidity/Dissolution:
In such events, holders receive the greater of (i) their purchase amount, or (ii) the amount
payable had the SAFE converted into ordinary shares at the Liquidity Price
· Liquidation
Priority: Junior to debt, pari passu with other SAFEs and preference shares, and senior to
ordinary shares
There were no new issuances during the year
ended December 31, 2025.
[e] Stock Options and Restricted Shares
The Group adopted an equity incentive plan
(the “Plan”) in 2025, which permits the grant of stock options and other equity awards to directors, officers, employees
and other eligible participants. Awards under the Plan are subject to vesting conditions as determined by the Board of Directors.
F-24
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Stock Options
On December 10, 2025, the Company granted
13,920 stock options under the Plan. Each option entitles the holder to purchase one ordinary share at an exercise price of $168.67 per
share and is subject to service-based vesting conditions.
The grant-date fair value of the options was
estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3.84%, expected volatility
of 75%, expected term of 6 six years, and dividend yield of 0%. The weighted-average grant-date fair value was $115.01 per option.
Restricted Shares
On December 10, 2025, the Company issued 25,823
ordinary shares pursuant to Restricted Share Subscription Agreements. The fair value of the restricted shares on the date of grant was
$168.67 per share. The shares are subject to service-based vesting conditions for certain recipients, including one-year cliff provisions
and total vesting periods of either three or four years, as applicable to the recipient. Certain shares were fully vested upon issuance.
Compensation cost is recognized on a straight-line basis over the requisite service period.
As of December 31, 2025, 21,704 restricted
shares were vested and 4,119 remained unvested (2024 – none). As of December 31, 2025, total unrecognized compensation cost related
to unvested restricted shares was approximately $567,500, which is expected to be recognized over a weighted-average period of approximately
0.6 years.
Restricted shares were granted in 2024. No
material stock-based compensation expense was recognized. No stock options were granted in 2024.
Stock-based compensation expense for the years
ended December 31 was as follows:
Schedule of stock based compensation expense
Description
December
31, 2025
December
31, 2024
Stock options
590,295
-
Restricted shares
3,787,807
-
Total stock-based
compensation
4,378,102
-
[f] Dilutive common shares
As of December 31, 2025, the Group’s
potentially dilutive securities are comprised of the simple agreements for future equity noted above. The potential effects thereof are
disclosed in Note 13.
[g] Dividends
During year ended December 31, 2025, the Group
declared dividends totaling $5,068,583 (December 31, 2024: $4,381,091). Dividends are recognized when declared by the Board of Directors
and are presented as a reduction of retained earnings in the accompanying consolidated financial statements.
[h] Warrants to issue common stock
As of December 31, 2025, the Company has entered
into an agreement that may result in the issuance of up to 2,000,000 warrants in connection with a go-to-market and business development
arrangement. However, such warrants had not been issued or outstanding as of December 31, 2025.
The warrants, if issued, are expected to have
an exercise price based on a discount to the public offering price of the Company’s shares at the time of a public listing, and
would become exercisable upon the occurrence of such public listing. The warrants are expected to have a contractual term to be determined
at the time of issuance.
F-25
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
The Company will evaluate any warrants issued
under ASC Topic 815-40, Derivatives and Hedging, at the time of issuance to determine the appropriate classification as either equity
or liability instruments. Based on the expected terms, the Company anticipates that such warrants would qualify for equity classification,
as they are expected to require settlement solely in a fixed number of shares of the Company’s common stock and be indexed to the
Company’s own stock without features requiring net cash settlement.
If issued, the warrants would be recorded at fair value within
additional paid-in capital and not subsequently remeasured if classified as equity. Full exercise would result in the issuance of up
to 2,000,000 shares, which may be dilutive.
14. EARNINGS PER SHARE
Basic earnings per share is computed by dividing
net income by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the potential
dilution from the assumed exercise or conversion of instruments into ordinary shares, if dilutive.
Schedule of earnings per share
(in
USD, except share data)
2025
2024
Net (loss) income
(20,229,064 )
25,046,569
Weighted-average shares outstanding —
basic
107,042
102,346
Effect of dilutive instruments:
– Simple agreements for future equity (SAFEs)
-
12,337
Weighted-average shares outstanding —
diluted
107,042
114,683
Earnings per share:
Basic
(189 )
245
Diluted
(189 )
218
Diluted loss per share for 2025 excludes the
effect of 14,009 SAFEs (2024 - 12,337) due to the net loss for the year as the effect would be anti-dilutive.
15. FAIR VALUE MEASUREMENTS
The Group’s financial instruments consist
of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, lease liabilities, and derivative instruments.
Except as noted below, the carrying amounts of these instruments approximate their fair values due to their short maturities. The fair
value of long-term lease liabilities also approximates their carrying amounts because of changes in interest rates and the Group’s
credit risk since inception has been insignificant.
The Group measures certain financial assets
and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurement. Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date.
Fair value measurements are classified in
the following hierarchy:
Level 1: Quoted prices (unadjusted)
in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices
that are observable, either directly or indirectly.
Level 3: Significant unobservable inputs
that reflect the Group’s own assumptions about the assumptions that market participants would use.
F-26
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Fair Value Hierarchy
The following table presents assets and liabilities
measured at fair value on a recurring basis as of December 31, 2025, and December 31, 2024 (in USD):
Schedule of assets and liabilities measured at fair value
Assets
Level 1
Level 2
Level 3
Total
December
31, 2025
Cash
729,422
-
-
729,422
Accounts Receivable
-
1,211,696
-
1,211,696
Crypto Assets
922,987
-
-
922,987
Shares and warrants receivable
156,000
429,598
-
585,598
Investment – current portion
539,328
-
-
539,328
Loan receivable
814,369
-
-
814,369
Total
3,162,106
1,641,294
-
4,803,400
December 31, 2024
Cash
4,025,185
-
-
4,025,185
Accounts Receivable – Crypto Assets
-
13,463,445
-
13,463,445
Crypto Assets
8,007,056
-
-
8,007,056
Total
12,032,241
13,463,445
-
25,495,686
16. INCOME TAX
The Group is incorporated in the Cayman Islands,
which does not impose corporate income and capital gains taxes. Accordingly, no provision for income taxes has been recorded in the accompanying
consolidated financial statements.
As of December 31, 2025, and December 31,
2024, the Company had no unrecognized tax benefits, and no interest or penalties related to uncertain tax positions have been recognized
in the consolidated financial statements.
The Group is not subject to income taxes in
any jurisdiction and, therefore, no deferred tax assets or liabilities have been recognized.
The Group evaluates tax positions to determine
whether they are more likely than not to be sustained upon examination. The Company’s evaluation as of December 31, 2025, and December
31, 2024 did not result in the recognition of any uncertain tax positions.
17. INVESTMENTS
Current Investments
On August 4, 2025, the Company entered into
a Strategic Advisory and Implementation Agreement with Heritage Distilling Holding Company, Inc. (“IPST”), pursuant to which
the Company was entitled to 2,000,000 shares of IPST common stock and warrants to purchase 8,000,000 shares at an exercise price of $0.01
per share as consideration under the arrangement. The shares were fully vested upon issuance. The warrants have a five-year term and
vest subject to time-based and market performance conditions.
On August 11, 2025, the Company acquired 6,914,459
shares of IPST common stock for total consideration of $4,178,407. On November 5, 2025, IPST completed a one-for-twenty reverse stock
split. All share amounts presented have been adjusted accordingly.
F-27
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
The IPST common shares are measured at fair
value using quoted market prices (Level 1), and the warrants are measured at fair value using an option pricing model with observable
inputs (Level 2).
As of December 31, 2025, the carrying value
of the Company’s IPST common shares and warrants was $1,124,927. During the year ended December 31, 2025, the Company recognized
a loss of $7,168,132 from changes in fair value.
The following table summarizes the Group’s
IPST common shares and warrants as of December 31, 2025:
Schedule of common shares and warrants
Assets
Units
Cost
Basis
($)
Change
in fair value
($)
Ending
Balance
($)
Shares receivable
100,000
1,080,000
(924,000 )
156,000
Warrants receivable
400,000
3,034,651
(2,605,052 )
429,599
Investment
345,722
4,178,407
(3,639,080 )
539,328
Total
845,722
8,293,058
(7,168,132 )
1,124,927
Non-current Investments
As of December 31, 2025, the Group also held
$100,000 (December 31, 2024: $100,000) in Simple Agreements for Future Equity (SAFEs) issued by two private companies. These non-current
investments are accounted for under ASC Topic 321, Investments—Equity Securities, using the measurement alternative, under which
they are carried at cost, adjusted for (i) observable price changes in orderly transactions for identical or similar instruments of the
same issuer and (ii) impairments. No observable price changes or impairments were identified during the year.
Although these investments are not measured at fair value on a
recurring basis, the valuation of such instruments would rely on significant unobservable inputs and therefore would be considered Level
3 within the fair value hierarchy if a fair value measurement were required.
In connection with a SAFE entered into with
an unrelated private entity, the Company also received a Token Warrant granting the right to acquire a specified number of tokens upon
the occurrence of a future Token Generation Event (“TGE”).
The warrant represents a derivative instrument
under ASC Topic 815, Derivatives and Hedging. As of December 31, 2025, management determined that the warrant’s fair value was
$Nil due to the lack of an active token market and the uncertainty surrounding the occurrence and timing of any TGE. Accordingly, no
fair value change was recognized in earnings for the years ended December 31, 2025 and 2024. The warrant is classified within Level 3
of the fair value hierarchy.
18. CRYPTO ASSETS AND ASSOCIATED RISKS
[a] Cybersecurity Risk
With the increased use of technologies to
conduct business, the Group is susceptible to operational, crypto assets and related risks. In general, cyber incidents can result from
deliberate attacks or unintentional events. Cyber-attacks include but are not limited to third parties gaining unauthorized access to
information technology systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets
or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that
does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (attempts to make network services
unavailable to the normal intended users).
Cyber incidents affecting the Group and its
counterparties have the ability to cause disruptions and impact business operations, potentially resulting in interference with the Group’s
day-to-day operations. Similar adverse consequences could result from cyber incidents affecting issuers of crypto assets. While the Group
has established risk management systems to prevent cyber incidents and business continuity plans in the event of such cyber incidents
occurring, there are inherent limitations in such systems and plans including the possibility that certain risks may have not been identified
in advance.
F-28
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
[b] Political, legal, and/or regulatory
risk
The legal status of crypto assets may be uncertain.
It is unclear whether they constitute property, assets, or rights of any kind. Crypto assets are not backed by governments, and accounts
and balances are not subject to any statutory or government protections. Regulation of crypto assets and crypto asset exchanges are currently
undeveloped and is likely to rapidly evolve. It is possible that some countries are already considering or may in the future put in place
laws, regulations or other actions which may severely impact the Group’s operations. This is particularly the case as crypto assets
have grown in popularity and market size. New or changing laws and regulations may have an impact on the Group’s future operations.
[c] Development of crypto assets and associated
risks
The growth of the crypto asset industry in
general, as well as crypto asset networks is subject to a high degree of uncertainty. The factors affecting such growth include (i) worldwide
growth in the adoption and use of crypto asset technologies, (ii) government and quasi-government regulation of crypto assets and their
use or restrictions on or regulation of access to and operation of crypto Asset networks or similar systems, (iii) the maintenance and
development of the open-source software protocol(s) of the crypto asset networks, (iv) changes in consumer demographics and public tastes
and preferences, (v) the availability and popularity of other forms or methods of buying and selling goods and services or trading assets
including new means of using fiat currencies or existing networks, (vi) general economic conditions and the regulatory environment relating
to crypto currencies, or (vii) a decline in the popularity or acceptance of the crypto asset networks. The slowing or stopping of the
development or acceptance of the crypto asset networks could have an impact on the Group’s future operations.
[d] Counterparty and custodian wallet risk
Having crypto assets on deposit or with any
third party in a custodial relationship has attendant risks. These risks include potential for security breaches, risk of contractual
breach, and risk of loss. The Group may have a high concentration of its crypto assets in one location or with one third party custody
provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware, comprised
private keys, unauthorized access to private key, or cyber-attacks. The Group maintains custody of the unique private keys for all of
its customer crypto assets. Such unique private keys control the movement and access of the crypto assets. The Group is responsible for
taking such steps as it determines to be required to maintain access to these keys, and prevent exposure from hacking, malware, and general
security threats. The theft, loss or destruction of a private key is irreversible and could result in substantial or total loss of crypto
assets. The Group has controls in place to mitigate against the risk of unauthorized access to or loss of customer assets within the
Group’s self-custodied wallets held on behalf of customers.
[e] Risk of loss of private key(s)
Crypto assets are controllable only by the
possessor of unique private keys relating to the addresses in which the crypto assets are held. The theft, loss or destruction of a private
key required to access a crypto asset is irreversible, and such private keys would not be capable of being restored by the Group. Any
loss of private keys relating to crypto wallets used to store the Group's crypto assets (including customer assets) could result in the
loss of these crypto assets and customers and other stakeholders could incur substantial, or even total loss.
The Group is responsible for taking such steps
as it determines, in its sole judgment, to be required to maintain access to these private keys, and prevent their exposure from hacking,
malware and general security threats. To the extent that the security system is penetrated, any loss of crypto assets may adversely affect
a stakeholder’s interest in the Group, including customers.
F-29
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
[f] Risks relating to irrevocable crypto
asset transactions
The blockchain creates a permanent, public
record of crypto asset transactions but it also creates an irrevocable one. Transactions that have been verified, and thus recorded within
a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a
user's crypto assets, the transaction is not reversible. Further, at this time, there is no governmental, regulatory, investigative,
or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen Crypto assets. Consequently,
the Group may be unable to replace missing crypto assets or seek reimbursement for any erroneous transfer or theft of crypto assets.
[g] Dependence on key personnel
The performance of the Group will be substantially
dependent on the expertise of the senior management, its principals, and employees. In particular, the loss for any reason of the key
individuals who will be primarily responsible for managing the Group may have a materially adverse effect on the performance of the Group.
[h] Risks relating to crypto asset price
volatility
A key risk in trading crypto assets is the
rapid fluctuation of their market price. Crypto assets have demonstrated significant volatility.
The price of crypto assets may be affected
by a wide variety of complex and difficult to predict factors such as crypto asset supply and demand; rewards and transaction fees for
the recording of transactions on the blockchain; difficulties with converting crypto asset to fiat currencies; availability and access
to crypto asset service providers (such as payment processors), exchanges, miners or other crypto asset users and market participants;
perceived or actual crypto asset network or crypto asset vulnerability; inflation levels; fiscal policy; interest rates; and political,
regulatory natural and economic events.
[i] Illiquidity
The crypto asset marketplace may be illiquid,
insufficiently liquid or highly volatile from time to time, and may shift quickly.
19. SUBSEQUENT EVENTS
Proposed Merger Transaction
On February 11, 2026, the Company entered
into a definitive merger agreement with VerifyMe, Inc. (“VerifyMe”), a publicly traded company listed on Nasdaq, pursuant
to which VerifyMe will acquire OpenWorld through a merger transaction. Upon closing, OpenWorld’s shareholders are expected to own
approximately 90% of the combined company and VerifyMe’s legacy stockholders approximately 10%, on a fully diluted basis. The board
of the combined company is expected to consist of seven directors, with six appointed by OpenWorld and one appointed by VerifyMe.
The proposed transaction is expected to establish
a public market platform for OpenWorld’s digital asset and real-world asset tokenization strategy, enabling broader access to capital
markets and enhancing the Company’s ability to scale its integrated platform, asset management offerings. Management anticipates
that the combined company will be positioned to drive incremental revenue opportunities through the alignment of OpenWorld’s platform
capabilities with its expanding ecosystem of strategic partnerships and initiatives.
The transaction is subject to customary closing
conditions, including VerifyMe maintaining a minimum cash balance of $1,000,000 at closing. A termination fee of $400,000 is payable
under certain circumstances. The transaction had not closed as of the date these financial statements were issued.
F-30
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
Loans Payable
On January 5, 2026, the Company entered into
a loan agreement with Webslinger Holdings Inc., a significant shareholder of the Company, pursuant to which the lender agreed to provide
financing of up to $750,000. The loan bears interest at a rate of 5% per annum. The original maturity date of April 5, 2026 was subsequently
extended by approximately 60 days. Funds were received on January 16, 2026. The Company may prepay the loan, in whole or in part, at
any time without penalty.
Management believes the arrangement aligns
with the Company’s broader capital strategy and supports continued execution of its platform development and strategic partnerships.
The Company evaluated this transaction as a non-recognized subsequent event in accordance with ASC Topic 855, Subsequent Events, and
accordingly, no amounts related to this loan have been recorded in the accompanying financial statements.
Strategic Partnership
On January 20, 2026, the Company entered into
a strategic partnership agreement with mCloud Technologies Saudi Arabia, an entity affiliated with the Company’s President, to
support the development of a regional platform focused on real-world asset tokenization initiatives in the Kingdom of Saudi Arabia.
The arrangement establishes a framework for
collaboration on technology development, marketing, and commercial activities and is expected to support the Company’s expansion
into the Middle East market. In connection with the partnership, the Company may provide financing through a convertible promissory note
and participate in revenue sharing arrangements, subject to the execution of definitive agreements and satisfaction of certain conditions.
Management believes the partnership aligns
with the Company’s broader platform strategy and may contribute to future revenue opportunities through integration with its digital
asset and real-world asset tokenization initiatives. The Company evaluated this arrangement as a non-recognized subsequent event in accordance
with ASC Topic 855, Subsequent Events, and accordingly, no amounts have been recorded in the accompanying financial statements.
SAFE Financing
In March 2026, the Company commenced its strategic
fundraising initiatives through the issuance of Simple Agreements for Future Equity (“SAFEs”) with certain investors and
has received gross proceeds of approximately $350,000. Management believes these strategic investors will be additive not only in capital
to support the continued development of the Company’s platform and strategic partnerships and positions the Company to pursue additional
growth opportunities.
The SAFEs will convert into shares of the
Company’s preferred stock upon the occurrence of a qualified equity financing, subject to a valuation cap of $150,000,000. The
SAFEs do not bear interest and have no maturity date.
The Company evaluated this transaction as
a non-recognized subsequent event in accordance with ASC Topic 855, Subsequent Events, and has not recorded any amounts related to the
SAFE financing in the accompanying financial statements.
Consulting Agreement
On March 25, 2026, the Company entered into
a consulting agreement with a third party pursuant to which the consultant will provide advisory services to the Company. The agreement
includes monthly cash compensation and potential additional compensation, including equity-based incentives.
F-31
Open World Ltd. | Notes to Consolidated Financial Statements (continued)
In connection with the agreement, the Company
may grant up to 1,000,000 warrants to purchase shares of the Company’s common stock (or its publicly traded parent entity). However,
such warrants had not been issued or outstanding as of December 31, 2025 and remain contingent upon the successful completion of a proposed
reverse takeover transaction.
The Company will evaluate any warrants issued
under ASC Topic 815-40, Derivatives and Hedging, at the time of issuance to determine the appropriate classification as either equity
or liability instruments. If issued and classified as equity, the warrants would be recorded at fair value within additional paid-in
capital and would not be subsequently remeasured.
The Company has evaluated this event in accordance
with ASC Topic 855, Subsequent Events, and determined that it represents a non-recognized subsequent event as it relates to conditions
arising after December 31, 2025. Accordingly, no amounts have been recorded in the accompanying consolidated financial statements.
F-32
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: ex99_2.htm · Sequence: 5
Exhibit 99.2
OPEN WORLD LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
Open World Ltd. | Condensed Consolidated Financial Statements
OPEN WORLD LTD.
TABLE OF CONTENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND
2025
Financial Statements:
Condensed Consolidated Balance Sheets (Unaudited)
3
Condensed Consolidated Statements of Operations (Unaudited)
4
Condensed Consolidated Statements of Changes in Stockholders’
Equity (Unaudited)
5
Condensed Consolidated Statements of Cash Flows (Unaudited)
6
Supplemental disclosures of cash flow information (Unaudited)
7
Notes to Condensed Consolidated Financial Statements (Unaudited)
8
2
Open World Ltd. | Condensed Consolidated Financial Statements
OPEN WORLD LTD.
Condensed Consolidated Balance Sheets
As of June 30, 2026, and December 31, 2025
(Unaudited - Expressed in U.S. Dollars)
Notes
June
30,
2026
December
31,
2025
(as
revised)
ASSETS
Current assets
Cash
8
$ 619,866
$ 729,422
Accounts receivable
9
1,187,634
599,138
Crypto assets
10
1,610,148
922,987
Contract assets
6, 12
2,700,000
-
Investments
18
52,373
539,328
Loans receivable
12
7,237
814,369
Notes receivable
12
326,586
-
Shares and warrants receivable
18
40,888
585,599
Prepaids and deposits
133,298
89,143
Due from related parties
-
14,775
$ 6,678,030
$ 4,294,761
Non-current assets
Accounts receivable
9
$ 170,029
$ 667,085
Right-of-use assets, net
11
840,674
982,858
Investments
18
100,348
100,348
$ 1,111,051
$ 1,750,291
TOTAL
ASSETS
$ 7,789,081
$ 6,045,052
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities
$ 5,273,019
$ 1,156,624
Contract liabilities
6
75,300
125,590
Notes payable
12
1,522,514
-
Lease liabilities
11
295,759
284,651
$ 7,166,592
$ 1,566,865
Non-current liabilities
Lease liabilities
11
573,147
723,844
Total
liabilities
$ 7,739,739
$ 2,290,709
Stockholders’ equity
Capital stock
14
Authorized: 500,000,000 ordinary shares at par value of $0.0001
Ordinary shares, 126,080 issued, 125,496 outstanding (2025: 126,080 issued and
outstanding)
14
$ 13
$ 13
Additional paid-in-capital
14
4,983,923
4,379,103
Treasury shares
14
(6 )
-
Simple agreements for future equity
14
3,550,000
2,000,000
Accumulated deficit
(8,484,588 )
(2,624,773 )
Total
stockholders' equity
$ 49,342
$ 3,754,343
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
$ 7,789,081
$ 6,045,052
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
3
OPEN WORLD LTD.
Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
Three months ended
June 30,
Six months ended
June 30,
Notes
2026
2025
2026
2025
Revenue
Revenues from
contracts with customers
5
$ 4,104,869
$ 1,191,557
$ 7,765,383
$ 9,921,169
Total
revenues
$ 4,104,869
$ 1,191,557
$ 7,765,383
$ 9,921,169
Cost of sales
7
238,278
140,476
342,673
324,578
Gross
profit
$ 3,866,591
$ 1,051,081
$ 7,422,710
$ 9,596,591
Operating
expenses
Consulting and management fees
$ 1,483,659
$ 1,366,861
$ 3,015,593
$ 2,775,259
General and administrative expenses
230,409
192,489
393,519
539,678
Bad debt provision
289,309
-
308,718
76,000
Insurance expenses
123,469
41,938
227,223
67,417
Legal fees
1,975,471
40,505
4,433,371
98,372
Professional fees
479,563
111,679
865,361
177,919
Stock-based compensation
14
303,116
-
604,820
-
Travel expenses
92,229
131,593
232,165
199,151
Operating lease expense
85,407
151,857
95,080
233,004
Total
operating expenses
$ 5,062,632
$ 2,036,922
$ 10,175,850
$ 4,166,800
Net (loss)
income before other income (expense)
$ (1,196,041 )
$ (985,841 )
$ (2,753,140 )
$ 5,429,791
Other income (expense)
Gain on crypto asset sales
$ -
$ 168,345
$ 88,089
$ 47,923
Change in fair value, net
16
(52,559 )
(3,344,461 )
(3,186,868 )
(14,382,922 )
Interest expense, net
12
(12,694 )
-
(19,374 )
-
Other income
12
11,478
11,478
-
Total
other expense, net
$ (53,775 )
$ (3,176,116 )
$ (3,106,675 )
$ (14,334,999 )
Loss before income tax expense
$ (1,249,816 )
$ (4,161,957 )
$ (5,859,815 )
$ (8,905,208 )
Provision for income taxes
17
-
-
-
-
Net loss
for the period
$ (1,249,816 )
$ (4,161,957 )
$ (5,859,815 )
$ (8,905,208 )
Net loss per share
15
Basic
$ (10 )
$ (39 )
$ (46 )
$ (81 )
Diluted
$ (10 )
$ (39 )
$ (46 )
$ (81 )
Weighted average ordinary shares
15
Basic
125,997
107,964
126,038
109,489
Diluted
125,997
107,964
126,038
109,489
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
4
OPEN WORLD LTD.
Condensed Consolidated Statements of Changes
in Stockholders’ Equity
For the six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
Ordinary
shares
Additional
paid-in
capital
Treasury shares
SAFEs
Retained
Earnings
(Accumulated
deficit)
Stockholders’
equity
Number
$
$
$
$
$
$
Balance, December 31, 2024
116,030
$ 1,160
$ 50
$ (50 )
$ 2,000,000
$ 22,937,225
$ 24,938,385
Repurchase of stock, net
(9,000 )
$ (90 )
$ (50 )
$ -
$ -
$ -
$ (140 )
Net loss for the period
-
-
-
-
-
(8,905,208 )
(8,905,208 )
Balance, June 30, 2025
107,030
$ 1,070
$ -
$ (50 )
$ 2,000,000
$ 14,032,017
$ 16,033,037
Adjustment to opening retained earnings
-
$ -
$ -
$ -
$ -
$ (264,351 )
$ (264,351 )
Issuance (repurchase and retirement) of stock, net
24,050
3
(265 )
-
-
-
(262 )
Recapitalization
(5,000 )
(1,060 )
1,010
50
-
-
-
Stock-based compensation
-
-
4,378,358
-
-
-
4,378,358
Net loss for the period
-
-
-
-
-
(11,323,856 )
(11,323,856 )
Dividends declared and paid
-
-
-
-
-
(5,068,583 )
(5,068,583 )
Balance, December 31, 2025
126,080
$ 13
$ 4,379,103
$ -
$ 2,000,000
$ (2,624,773 )
$ 3,754,343
Simple agreements for future equity
-
$ -
$ -
$ -
$ 1,550,000
$ -
$ 1,550,000
Repurchase of stock, net
-
-
-
(6 )
-
-
(6 )
Stock-based compensation
-
-
604,820
-
-
-
604,820
Net loss for the period
-
-
-
-
-
$ (5,859,815 )
(5,859,815 )
Balance, June 30, 2026
126,080
$ 13
$ 4,983,923
$ (6 )
$ 3,550,000
$ (8,484,588 )
$ 49,342
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
5
OPEN WORLD LTD.
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
Six months ended
June 30,
2026
2025
(as
revised)
OPERATING ACTIVITIES
Net loss for the period
$ (5,859,815 )
$ (8,905,208 )
Adjustments to reconcile net loss to net cash flows from operating activities:
Interest expense on lease liability (non-cash)
20,109
25,949
Amortization of right-of-use assets
142,185
136,345
Gain on sale of crypto assets (non-cash, reclassified)
(88,089 )
(47,923 )
Change in fair value, net (non-cash)
3,186,868
14,382,922
Stock-based compensation expense
604,820
-
Changes in operating assets and liabilities:
Increase in accounts receivable
(422,242 )
(666,675 )
Increase in notes receivable
(326,586 )
-
Increase in shares and warrants receivable
(1,116,183 )
(Increase) decrease in prepaid expenses
(44,155 )
200,800
Increase in contract assets
(2,700,000 )
(Decrease) in contract liabilities
(50,290 )
(102,962 )
Increase (decrease) in accounts payable and accrued liabilities
4,116,395
(889,034 )
Increase in accrued interest payable
22,514
-
Decrease in due from related parties
14,775
28,257
Operating lease payments
(159,699 )
(155,039 )
Net cash
(used in) provided by operating activities
$ (2,659,393 )
$ 4,007,432
INVESTING ACTIVITIES
Purchases of crypto assets
(5,909,638 )
(10,322,697 )
Proceeds from sales of crypto assets
4,801,066
6,530,524
Purchase of investments
-
(48 )
Proceeds from loan repayments
608,415
-
Net cash
used in investing activities
$ (500,157 )
$ (3,792,221 )
FINANCING ACTIVITIES
Proceeds from issuance of SAFEs
1,550,000
-
Proceeds from notes payable
1,500,000
-
Repurchase of stock
(6 )
(140 )
Net cash
provided (used in) by financing activities
$ 3,049,994
$ (140 )
Net (decrease) increase in cash for the period
$ (109,556 )
$ 215,071
Cash, beginning of the period
729,422
4,025,185
Cash, end of the period
$ 619,866
$ 4,240,256
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
6
Supplemental disclosure
of cash flow information
During the six months ended June 30, 2026,
and 2025, cash paid for interest was $nil, and cash paid for income taxes was $nil.
Supplemental schedule of non-cash activities
Non-cash operating activities
Non-cash imputed interest
recognized on lease liabilities during the six months ended June 30, 2026, was $20,109 (2025: $25,949), which is included within operating
activities in the statement of cash flows.
During the six months
ended June 30, 2026, and 2025, the Company received non-cash consideration for revenues from customers and recognized unrealized remeasurement
adjustments on crypto assets of $509,501 loss and $5,208,651 loss, respectively, which are reflected as non-cash adjustments within operating
activities.
Non-cash investing and financing activities
During the six months
ended June 30, 2026, the Company did not recognize any new right-of-use assets or corresponding lease liabilities in connection with
operating lease agreements under ASC 842.
During the six months ended June 30, 2026,
purchases of digital assets of $5,909,638 were related to the Company’s revenue-generating activities (2025: $10,322,697).
During the six months ended June 30, 2026,
the Company received shares of IP Strategy Holdings, Inc. (“IPST”) with a carrying value of $169,000 in settlement of a share
receivable, which was recognized as a non-cash investing activity. No such non-cash investing activities occurred during the six months
ended June 30, 2025.
The Company did not enter
into any other significant non-cash investing or financing transactions during the six months ended June 30, 2026, or 2025.
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
7
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
1. NATURE OF
OPERATIONS
Open World Ltd. was incorporated under the
laws of the Cayman Islands. Open World Ltd. and its subsidiaries (the “Company”) operate at the intersection of institutional
capital markets, enterprise blockchain infrastructure, and real-world asset tokenization.
OpenWorld’s mission is to enable the
creation and deployment of next generation financial products powered by blockchain technology. OpenWorld has been a strategic partner
for numerous high-stakes launches by high-value ecosystem projects. OpenWorld’s capabilities empower enterprises, public companies,
and sovereign-related entities to structure, launch, and scale digital asset networks and tokenized offerings. OpenWorld leverages its
trusted and long-standing relationships within the digital asset community to drive client engagement, including connections with centralized
and decentralized exchanges, legal advisors, market makers, and marketing partners. OpenWorld’s business is structured around three
complementary verticals: Digital Assets & Capital Markets (“DACM”), OpenWorld’s foundational origination engine;
Advisory & Onboarding (“OpenWorld Labs”), the innovation incubator that develops new products and provides governance
infrastructure for decentralized protocols; and OpenWorld Enterprise™ (“OWE”), a co-principal and co-architect platform
that is being developed to identify, structure, deploy, and manage enterprise-grade blockchain initiatives across real-world assets (“RWAs”),
sovereign infrastructures, and financial services. These three verticals foster a compounding system: DACM generates institutional credibility
and relationships that may unlock OWE mandates; OpenWorld Labs incubates products that are capable of graduating into the OWE vertical
when commercially viable; and OWE’s platform is being designed to be replicated across jurisdictions at a marginal incremental
cost and to generate high-margin recurring platform fees over time. These verticals are intended to represent a progression from project-based
revenue generation to software-enabled platform economics that continue to accrue over time, with DACM driving repeatable activities,
OpenWorld Labs supporting early-stage product development, and OWE designed to scale into recurring platform-based revenue over time.
During the three months ended June 30, 2026, the Company commenced generating revenue from its RWA business line through OpenWorld Enterprise™.
During the preparation of the Company’s
financial statements for the six months ended June 30, 2026, the Company identified certain classification matters within the previously
issued consolidated financial statements as of and for the year ended December 31, 2025. Specifically, certain amounts within the consolidated
balance sheets and statements of cash flows have been revised to conform to the current period presentation, as described below. A separate
change in the presentation of net fair value adjustments is described in Note 16.
As of December 31, 2025, $667,085 of accounts
receivable previously classified as current was reclassified to non-current accounts receivable. As a result, current accounts receivable
decreased from $1,266,223 to $599,138 and non-current accounts receivable increased from $nil to $667,085. This reclassification had
no impact on total accounts receivable or total assets.
For the six months ended June 30, 2025, cash
payments of $10,322,697 for purchases of crypto assets and cash proceeds of $6,530,524 from sales of crypto assets were reclassified
from operating activities to investing activities to conform to the current-period presentation. As a result, net cash provided by operating
activities increased by $3,792,173 and net cash used in investing activities increased by the same amount. This reclassification had
no impact on the net increase in cash for the period. The current statement presents those crypto purchase and sale amounts within investing
activities.
The Company evaluated these classification
matters and determined that they were not material, individually or in the aggregate, to the previously issued financial statements.
Accordingly, the prior period presentation has been revised to better reflect the appropriate classification of such amounts. These revisions
had no impact on net loss, total assets, total liabilities, stockholders’ equity, or net increase (decrease) in cash for any period
presented.
8
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
2. BASIS OF PRESENTATION
[a] Accounting standards
The accompanying unaudited interim condensed
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
(“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and related notes for the year ended December 31, 2025. Certain information and footnote
disclosures normally included in annual financial statements have been condensed or omitted pursuant to SEC rules and regulations. In
the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring
nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year.
[b] Critical accounting estimates
and judgments
The preparation of the unaudited interim condensed
consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions in the unaudited
interim condensed consolidated financial statements and notes thereto. Significant estimates, assumptions and judgments include judgment
in determining performance obligations; fair value measurement of crypto assets and receivables denominated in crypto assets; the assessment
of collectability of accounts receivable; the valuation and impairment assessment of strategic investments; accounting for business combinations;
and the assessment of contingent liabilities and loss contingencies. The Company is also exposed to risks inherent in crypto assets,
including price volatility, liquidity, and counterparty risks.
Actual results and outcomes could differ materially
from those estimates.
3. SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim condensed
consolidated financial statements have been prepared in accordance with U.S. GAAP and follow the same accounting policies and methods
of application as disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2025, except
as otherwise disclosed herein.
[a] Principles of consolidation
These unaudited
interim condensed consolidated financial statements include the accounts of the Company and its wholly owned and controlled subsidiaries.
All intercompany transactions and balances have been eliminated upon consolidation.
[b] Revenue recognition
The Company determines revenue recognition
from contracts with customers through the following steps:
· identification
of the contract, or contracts, with the customer;
· identification
of the performance obligations in the contract;
· determination
of the transaction price;
· allocation
of the transaction price to the performance obligations in the contract; and
· recognition
of the revenue when, or as, the Company satisfies a performance obligation.
Revenue is recognized when performance obligations
are satisfied, in an amount that reflects the consideration the Company expects to be entitled to in exchange for its activities.
9
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Advisory and Onboarding
Advisory and Onboarding is the innovation
incubator that develops new products and provides governance infrastructure for decentralized protocols. Revenue is recognized ratably
over time as performance obligations are satisfied. Compensation is typically a fixed monthly fee, payable in U.S. dollars or stablecoins.
Digital Assets and Capital Markets Infrastructure
Digital Assets & Capital Markets is the
foundational revenue engine of the Company, encompassing the Company’s fully integrated, technology-enabled strategic partnership
that supports token generation events, token structuring, and integration capabilities for public market companies. Revenue is recognized
at the vesting date of tokens, which aligns with the satisfaction of performance obligations under each of the underlying arrangements.
Performance obligations comprise a combination of network advisory, infrastructure support, and technical enablement activities, including
strategic advisory on protocol design and launch, coordination with legal and governance stakeholders, and technical advisory services
such as smart contract development, auditing support, and web3 product integration. These services are typically completed prior to or
in connection with the vesting date, at which point the associated consideration becomes payable and revenue is recognized. Vesting commences
no earlier than the Token Generation Event, when an observable market price exists and rights to tokens are legally enforceable. The
Company measures such revenue at the fair value of tokens on the vesting date, using end-of-day (23:59:59 UTC) pricing.
Crypto assets received as non-cash consideration
are generally converted into cash within a short period of time (typically within 60 days). Cash flows resulting from the conversion
of such crypto assets are classified as investing activities in the consolidated statements of cash flows.
Real World Asset Infrastructure and Platform Services
Real World Asset ("RWA") Infrastructure
and Platform Services represents the Company's technology-enabled deployment and implementation services for institutional tokenized
real-world asset transactions. These services are provided through the Company's OpenWorld Enterprise® platform and include the design,
structuring, deployment, implementation and launch of tokenized financing and digital asset infrastructure solutions for institutional
clients. Contracts generally include a single integrated performance obligation consisting of highly interrelated activities that together
produce one combined output for the customer. Such activities may include transaction origination, commercial and enterprise architecture
design, transaction structuring, coordination with legal, accounting and other professional advisors, technology deployment, workflow
configuration, implementation management, commercial launch readiness and coordination of the activities necessary to achieve financial
close.
Revenue is recognized when control of the
combined implementation service transfers to the customer. This generally occurs upon completion of the deployment and implementation
engagement, which is typically evidenced by Financial Close (the contractual milestone at which the related financing transaction closes
pursuant to the applicable definitive transaction documents) or another contractually specified milestone at which:
· the
Company's implementation services have been substantially completed;
· the
customer has obtained substantially all of the benefit of the deployment and implementation
services;
· the
Company's right to consideration becomes unconditional; and
· the
deployment and implementation fee becomes earned and payable under the contract.
Fees relating to ongoing platform support,
administration, software subscriptions or other post-closing operational services are separate performance obligations and are recognized
over the period in which those services are provided.
10
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
[c] Cost of sales
Cost of sales primarily consists of direct
costs incurred to deliver the Company’s advisory and onboarding, digital assets and capital markets, and real world asset infrastructure
and platform service capabilities. These costs are recognized in the period in which the related performance obligations are satisfied
and revenue is recognized. Cost of sales primarily includes:
Professional and Consulting Fees:
Fees paid to third-party providers, contractors, external specialists, and other consultants who support the Company’s revenue-generating
activities.
Technology and Infrastructure Costs:
Direct expenses related to hosting, cloud computing, blockchain network usage, cybersecurity support, and other infrastructure required
to fulfill performance obligations under customer contracts.
Other Direct Costs: Out-of-pocket
expenses incurred in fulfilling customer contracts, including reimbursed client costs, transaction-specific expenditures, data services,
travel, and similar costs directly related to advisory and onboarding, digital assets or capital markets activities.
Costs not directly attributable to revenue-generating
activities are recorded within Operating Expenses, including general and administrative costs, consulting and management fees, bad debt
provisions, insurance, corporate legal and professional fees, travel not tied to customer contracts, and operating lease expenses. The
Company applies the practical expedient under ASC 606-10-50-14 and does not disclose remaining performance obligations for contracts
with original expected durations of one year or less.
[d] Consulting and management fees
Consulting and management fees consist primarily
of compensation-related costs for personnel who support the Company’s operations, including (i) wages and salaries for employees
and (ii) fees and costs paid to independent contractors and consultants (collectively, “team wages”). These amounts may also
include employer payroll taxes and other personnel-related costs, as applicable. Consulting and management fees are recognized as expense
as the related activities are performed (generally on a straight-line basis over the service period when billed at fixed rates) and are
classified within operating expenses in the accompanying consolidated financial statements. Amounts owed but not yet paid at the reporting
date are included in accrued expenses and other current liabilities, and prepayments for services not yet received are recorded in prepaid
expenses and expensed as incurred.
[e] Accounts receivable and derivatives
Accounts receivable consists of receivables
from revenues from contracts with customers and other receivables, net of allowances for expected credit losses. Accounts receivable
denominated in crypto assets are contractual rights to receive cash or crypto assets either on demand or on fixed or determinable dates
and are recognized as assets in the Consolidated Balance Sheet.
Certain crypto-denominated receivables are
subject to contractual lock-up restrictions, and the related fair value measurements may include discounts for lack of marketability.
Accounts receivable denominated in crypto
assets contain embedded derivative features arising from rights to receive fixed quantities of crypto assets under ASC 815, Derivatives
and Hedging, and are accounted for at fair value, with changes in fair value recognized in the Consolidated Statement of Operations within
“Net change in fair value of accounts receivable.”
These accounts receivable with embedded derivative
features are classified within Level 2 of the fair value hierarchy under ASC 820. The instruments are valued using observable market
prices for the underlying crypto assets, adjusted for contractual lock-up restrictions and related lack-of-marketability discounts.
11
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company evaluates collectability in accordance
with ASC 326, Financial Instruments — Credit Losses and records an allowance for expected credit losses when necessary.
[f] Crypto assets
The Company accounts for cryptocurrencies,
tokens, and stablecoins (collectively, “crypto assets”) in accordance with ASC 350-60, Accounting for and Disclosure of
Crypto Assets. Crypto assets are measured at fair value with changes in fair value recognized in net income within “Change
in fair value, net.”
Crypto assets are initially recognized at
fair value on the date of acquisition or receipt, based on observable quoted market prices. For crypto assets with observable market
prices, fair value is determined using Level 1 inputs under ASC 820, Fair Value Measurement. They are classified as current or non-current
assets depending on management’s intent regarding use, including treasury holdings and operational purposes. Treasury holdings
are managed with regard to liquidity requirements, asset type concentration, and operational needs. The Company reviews the composition
and classification of treasury holdings at each reporting date to determine whether any reclassification between current and non-current
is warranted. As the Company’s crypto assets are held for and used in the ordinary course of business, they are classified as current
assets.
Gains and losses on crypto asset sales are
recognized on a first-in-first-out (“FIFO”) basis.
The Company holds its crypto assets through
a combination of institutional custodial accounts, multisignature wallet arrangements, and blockchain-based smart contracts used for
token vesting and related operational purposes. A substantial portion of the Company’s crypto assets are held through Coinbase
Prime with certain assets maintained in multisignature wallets or automated vesting contracts based on operational, commercial, and security
requirements. The allocation among custodial solutions is evaluated on a case-by-case basis depending on the type of crypto asset held,
liquidity and trading requirements, counterparty considerations, and the operational and security profile of the applicable custody solution.
[g] Investments
The Company’s strategic investments
primarily include equity investments in public and privately held companies where the Company (1) holds less than 20% ownership in the
entity, and (2) does not exercise significant influence. Investments with readily determinable fair values are measured at fair value.
Investments without readily determinable fair values are accounted for under the alternative measurement in accordance with ASC 321 and
are measured at cost, less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments
of the same issuer. Adjustments related to observable price changes and impairment are recorded in Other (income) expenses, net in the
Consolidated Statements of Operations.
[h] Equity based compensation
Stock options
The Company accounts for the stock
options issued to consultants and employees of the Company at the fair value of the options granted in accordance with ASC 718, Stock
Compensation.
The fair value of the options is
determined at the grant date using Black-Scholes option pricing model which requires assumptions including ordinary share price, expected
price volatility, expected term, risk-free interest rate, and dividend yield. The equity compensation expense is charged to operations
and is amortized over the vesting period on a straight-line basis, with the offset recorded to additional paid-in capital.
12
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Restricted Shares
The Company accounts for restricted
shares granted to directors, officers, consultants and employees of the Company at fair value in accordance with ASC 718, Stock compensation.
Restricted shares are classified as equity and measured at fair value determined at the grant date based on the fair value of the Company’s
ordinary shares.
Certain restricted shares are subject
to service-based vesting and repurchase rights at the original issuance price upon termination. Compensation expense is recognized on
a straight-line basis over the requisite service period.
Compensation cost for restricted
shares subject to service-based vesting is recognized over the requisite service period, with a corresponding increase to additional
paid-in capital.
[i] Fair value measurements
The Company measures certain assets and liabilities
at fair value in accordance with ASC 820, Fair Value Measurement. ASC 820 establishes a three-level hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value:
• Level
1 - Level 1 inputs are quoted prices in active markets for identical assets or liabilities
that the reporting entity can access at the measurement date.
• Level 2 - Level 2 inputs
are observable inputs other than quoted prices included within Level 1, such as quoted prices
for similar assets or liabilities in active markets, or other inputs that are observable
or can be corroborated by observable market data.
• Level 3 - Level 3 inputs
are unobservable inputs for the asset or liability, reflecting the Company’s own assumptions
about the assumptions that market participants would use in pricing the asset or liability.
The Company’s crypto assets and current
investments are classified within Level 1, and accounts receivable including embedded derivative features and warrants receivable, are
classified within Level 2 under ASC 820. These instruments are valued using observable market prices for the underlying crypto assets,
adjusted for contractual lock-up restrictions and related lack-of-marketability discounts.
The Company discloses any transfers between
levels of the hierarchy when applicable. No transfers occurred during the periods presented.
[j] Related party transactions
Related-party transactions are recognized
based on the terms of the underlying arrangements. Transactions with related parties may not have been conducted on terms equivalent
to those prevailing in arm's-length transactions.
4. RECENT ACCOUNTING PRONOUNCEMENTS
Recently adopted accounting pronouncements
The Company adopted ASU 2023-08, Accounting
for and Disclosure of Crypto Assets, effective January 1, 2024. The adoption did not have a material impact on the Company’s
unaudited interim condensed consolidated financial statements other than changes in presentation and disclosure.
The Company adopted ASU 2023-07, Improvements
to Reportable Segment Disclosures, effective December 31, 2024. The Company operates as a single reportable segment.
13
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company adopted ASU 2024-01, Compensation—Stock
Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, effective January 1, 2025. The adoption did not
have a material impact on the Company’s unaudited interim condensed consolidated financial statements.
Accounting pronouncements pending adoption
In November 2024, the FASB issued ASU 2024-03,
Expense Disaggregation Disclosures. The standard requires expanded disclosure of certain expense categories within the notes to
the financial statements and is effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the
impact of adopting this standard.
In December 2025, the FASB issued ASU 2025-11,
Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify and improve interim financial reporting requirements,
including the disclosure requirements applicable to interim periods. The Company is currently evaluating the impact of adopting this
standard on its unaudited interim condensed consolidated financial statements and related disclosures.
5. REVENUE
Revenue disaggregated by category for the
three and six months ended June 30, 2026 and 2025 is presented in the table below:
Three
months ended June 30,
Six
months ended June 30,
2026
2025
2026
2025
Digital assets and capital markets infrastructure
$ 772,289
$ 241,029
$ 3,861,116
$ 7,830,409
Real World Asset infrastructure and platform services
2,700,000
-
2,700,000
-
Advisory and onboarding
632,580
950,528
1,204,267
2,090,760
Total revenue
$ 4,104,869
$ 1,191,557
$ 7,765,383
$ 9,921,169
For the three months ended June 30, 2026,
one customer accounted for approximately $2.70 million (66%) of total revenue in the form of a single RWA revenue contract (the “Contract”)
with a customer with aggregate consideration of approximately $9.00 million. The consideration is fixed and allocated among the Contract’s
performance obligations in accordance with their relative standalone selling prices, where applicable.
Revenue is recognized as performance obligations
are satisfied and control of the related services is transferred to the customer. The Company recognizes revenue over time using an input
method based on costs incurred relative to total estimated costs, which management believes faithfully depicts the transfer of services
under the Contract.
This method requires management to assess
progress toward completion and estimate the costs necessary to satisfy the remaining performance obligations. Changes in such estimates
may affect the timing and amount of revenue recognized.
The Contract contains fixed consideration
and does not contain material variable consideration, non-cash consideration, or significant financing components. Accordingly, management
exercises limited judgment in determining the transaction price.
As of June 30, 2026, approximately $6.30 million
of transaction price remained unallocated due to the stage of completion of the performance obligations at that date. The Company expects
to recognize this amount as revenue as the remaining services are performed over the contractual service period. Because the Contract
has an original expected duration greater than one year, the practical expedient for contracts with an original expected duration of
one year or less does not apply. No other individual customer accounted for greater than 10% of revenue for the three months ended June
30, 2026.
14
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
For the three months ended June 30, 2025,
one customer accounted for approximately $0.26 million (27%) of total revenue, and a second customer accounted for approximately $0.11
million (11%) of total revenue. No other individual customer accounted for greater than 10% of revenue.
For the six months ended June 30, 2026, one
customer accounted for approximately $2.70 million (35%) of total revenue, a second customer accounted for approximately $1.12 million
(14%) of total revenue, and a third customer accounted for approximately $1.11 million (14%) of total revenue. No other individual customer
accounted for greater than 10% of revenue.
For the six months ended June 30, 2025, one
customer accounted for approximately $2.05 million (22%) of total revenue, a second customer accounted for approximately $1.68 million
(18%) of total revenue, a third customer accounted for approximately $1.33 million (14%) of total revenue, and a fourth customer accounted
for approximately $1.16 million (12%) of total revenue. No other individual customer accounted for greater than 10% of revenue.
6. CONTRACT ASSETS
Contract assets represent revenue recognized
prior to the Company’s right to invoice customers and relate to RWA infrastructure and platform services. Contract liabilities
consist primarily of advance billings and payments received from customers for services not yet transferred.
The following table presents contract balances
as of June 30, 2026 and December 31, 2025:
Contract
assets
Contract
liabilities
Beginning balance, December 31, 2025
$ -
$ 125,590
Advance billings and customer prepayments
-
1,153,977
Revenue recognized in advance of billing
2,730,000
-
Reduction due to revenue recognized
(30,000 )
(1,204,267 )
Ending balance, June 30, 2026
$ 2,700,000
$ 75,300
Revenue recognized during the six months ended
June 30, 2026 that was included in the beginning contract liability balance was approximately $125,590.
7. COST OF SALES
Cost of sales for the three months ended June
30, 2026 increased to $238,278 compared to $140,476 for the three months ended June 30, 2025. Cost of sales for the six months ended
June 30, 2026, increased to $342,673 compared to $324,578 for the six months ended June 30, 2025.
8. CASH
Cash balance includes certain amounts that
are restricted as to use. Restricted cash consists of funds held for the Company’s REAP card, which are designated for specific
related expenditures charged to the card and are not available for general operating purposes.
The following table presents the Company’s
cash as of June 30, 2026, and December 31, 2025.
June
30, 2026
December
31, 2025
Cash
$ 619,866
$ 723,584
Restricted cash
-
5,838
Total cash
$ 619,866
$ 729,422
15
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026, the REAP card balance was reclassified from
restricted cash to digital assets as the underlying balance consisted of stablecoins. Accordingly, restricted cash was $nil as of June
30, 2026.
9. ACCOUNTS RECEIVABLE
Accounts receivable consists primarily of
amounts due from customers comprising crypto assets and other receivables. Accounts receivable – crypto assets (see below) include
embedded derivative features arising from the right to receive a fixed quantity of crypto assets. These instruments are accounted for
in their entirety at fair value, with changes in fair value recognized in the Consolidated Statement of Operations within “Change
in fair value, net.” The contractual amounts of accounts receivable denominated in crypto assets approximate their fair value as
of each reporting date.
The following table presents the Company’s
accounts receivable as of June 30, 2026, and December 31, 2025.
June
30, 2026
December
31, 2025
Accounts receivable - crypto assets
$ 557,354
$ 1,211,696
Accounts receivable - other
800,309
54,527
Total
accounts receivable
$ 1,357,663
$ 1,266,223
The following table presents a reconciliation
of accounts receivable, including embedded derivative features, as of June 30, 2026, and December 31, 2025:
June
30, 2026
December
31, 2025
Gross accounts receivable, beginning balance
$ 2,559,072
$ 14,804,519
Additions / new contracts
3,943,538
26,652,008
Settlements
(3,212,579 )
(22,636,869 )
Net change in fair value of accounts receivable
(330,801 )
(11,711,086 )
Change in contract terms
-
(4,549,500 )
Gross
accounts receivable, ending balance
$ 2,959,230
$ 2,559,072
Allowance for doubtful accounts, beginning balance
$ (1,292,849 )
$ (869,906 )
Provision for expected credit losses
(308,718 )
(422,943 )
Allowance
for doubtful accounts, ending balance
$ (1,601,567 )
$ (1,292,849 )
Net accounts receivable,
ending balance
$ 1,357,663
$ 1,266,223
In 2025, Open World Inc. entered into an amendment
to an existing contract with a third party. The amendment modified certain terms and conditions of the original agreement, including
a reduction in the token supply to be delivered under the contract, resulting in a decrease in accounts receivable of $4,549,500.
Credit Risk
Accounts receivable
expose the Company to credit risk arising from counterparties’ inability to satisfy amounts
due. The Company monitors the creditworthiness of its customers on an ongoing basis and records allowances for expected credit losses
based on historical loss experience, the aging of balances, and management’s assessment of current and expected future economic
conditions.
For the three months ended June 30, 2026 and
2025, one and two customers accounted for approximately 66% and 38% of total revenue, respectively. For the six months ended June 30,
2026 and 2025, three and four customers accounted for approximately 63% and 66% of total revenue, respectively.
16
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026 and December 31, 2025,
four customers and one customer, respectively, each represented more than 10% of the Company’s total accounts receivable balance.
Fair Value Hierarchy
The Company’s accounts receivable -
crypto assets, including embedded derivative features, are classified within Level 2 of the fair-value hierarchy under ASC 820. The instruments
are valued using observable market prices for the underlying crypto assets, adjusted for contractual lock-up restrictions and related
lack-of-marketability discounts.
10. CRYPTO ASSETS
The Company accounts for crypto assets in
accordance with ASU 2023-08, Accounting for and Disclosure of Crypto Assets. Crypto assets are classified as intangible assets
and measured at fair value at each reporting date, with changes in fair value recognized in net income.
Crypto assets held for operations are received
as a form of payment and are converted to cash or used in the ordinary course of business. Stablecoins, such as USDT, are redeemable
on a one-to-one basis for U.S. dollars and are classified as crypto assets held for operations in the Consolidated Balance Sheet.
The following table summarizes the Company’s
crypto assets as of June 30, 2026, and December 31, 2025 (in USD):
Category
June 30, 2026
December 31,
2025
Units
Cost
Basis
($)
Fair
Value
($)
Units
Cost
Basis
($)
Fair
Value
($)
Stablecoins
486,646
$ 486,646
$ 486,646
340,438
$ 340,438
$ 340,438
Tokens
19,812,789
6,111,036
1,123,502
64,111,091
8,737,332
582,549
Total
20,299,435
$ 6,597,682
$ 1,610,148
64,451,529
$ 9,077,770
$ 922,987
The following table presents a reconciliation
of the crypto assets held for operations by the Company as of June 30, 2026, and December 31, 2025:
June
30, 2026
December
31, 2025
Beginning balance, January 1
$ 922,987
$ 8,007,056
Additions (purchases/receipts)
5,909,638
25,198,384
Disposals (sales/payments)
(4,712,976 )
(27,253,393 )
Net change in gains
972,946
4,888,166
Net change in losses
(1,482,447 )
(9,917,226 )
Ending balance,
June 30 and December 31
$ 1,610,148
$ 922,987
Three months ended June 30,
Six months ended June 30,
2026
2025
2026
2025
Realized gains
$ -
$ 168,900
$ 88,089
$ 1,788,816
Realized losses
-
(555 )
(1,740,893 )
17
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company’s crypto assets primarily consist of USDT/DKUSD,
GWEI, and IO, with de minimis holdings of certain other digital assets received in the ordinary course of business. The following table
sets forth, for each crypto asset, the number of units held and the corresponding fair value as of June 30, 2026:
June 30, 2026:
Crypto
Assets
Units
Held
Fair
Value (US$)
USDT/DKUSD/USDC
486,646
486,646
GWEI
6,666,664
836,666
IO
1,312,500
216,956
Other
crypto assets(1)
11,833,625
69,880
Total
20,299,435
1,610,148
December 31, 2025:
Crypto
Assets
Units
Held
Fair
Value (US$)
USDT/DKUSD/USDC
340,438
340,438
ERA
727,273
141,091
IO
1,875,000
286,875
Other
crypto assets(1)
61,508,818
154,583
Total
64,451,529
922,987
(1) Includes various other crypto asset balances, none of which individually
represented more than 5% of the fair value of total crypto assets held at fair value.
The fair value of the Company’s crypto
assets is determined based on quoted prices in active markets (Level 1 inputs) as of the reporting date.
The Company holds crypto assets in self-custodied
wallets and with third-party custodians. These balances are not bank deposits and are not insured by the FDIC or SIPC. Accordingly, the
Company is subject to custodial, counterparty, and cybersecurity risks in the event of custodian insolvency, security breaches, or technological
failures. When crypto assets are disposed of, realized gains and losses are calculated using the FIFO (first-in, first-out) method.
11. LEASES
The Company leases office space under a non-cancellable
operating lease agreement. The lease commenced on April 2, 2024, and has a five-year term expiring on April 1, 2029.
Right-of-Use Assets and Lease Liabilities
The balances of operating lease right-of-use
assets and lease liabilities as of June 30, 2026, and December 31, 2025 are as follows:
June
30, 2026
December
31, 2025
Operating lease Right-of-use asset, net
$ 840,674
$ 982,858
Lease Liability:
Operating lease liability, current
295,759
284,651
Operating lease liability, non-current
573,147
723,844
Total
operating lease liability
$ 868,906
$ 1,008,495
18
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Maturity of Lease Liabilities
Future lease payments under non-cancellable
operating leases as of June 30, 2026, were:
Year
Total
($)
2026
$ 162,063
2027
331,432
2028
341,381
2029
85,971
Total
undiscounted lease payments
$ 920,847
Less: imputed interest
(51,941 )
Present
value of lease liability
$ 868,906
12. RELATED PARTY TRANSACTIONS
The Company conducts business with certain
related parties in the ordinary course of its operations. Related parties include entities affiliated with the Company through common
ownership, management, or other relationships, as well as directors, officers, and significant stockholders. These transactions were
undertaken as part of the Company’s normal business activities.
The following table summarizes the Company’s
transactions with related parties for the three and six months ended June 30, 2026, and June 30, 2025:
Three
months ended June 30,
Six
months ended June 30,
Description
2026
2025
2026
2025
Revenue
$ 2,925,000
$ -
$ 2,925,000
$ -
Consulting and management fees
1,352,601
1,388,554
2,769,642
2,925,396
Expenses incurred in relation to consulting fees
97,040
61,639
129,021
85,722
Other income
11,478
-
11,478
-
The following table summarizes the Company’s
balances with related parties as of June 30, 2026, and December 31, 2025:
Balances
as of
June
30, 2026
December
31, 2025
Outstanding payables, net
$ 273,117
$ 337,403
Accounts receivable
236,478
-
Contract asset
2,700,000
-
Loans receivable
7,237
814,369
Notes receivable
201,274
-
Notes payable
1,522,514
-
Outstanding payable balances, net include
amounts due to and from related parties and are unsecured, non-interest bearing, and settled in the ordinary course of business. Included
in notes receivable as of June 30, 2026 is $201,274 related to notes receivable from a related party. The remaining balance of $125,312
relates to notes receivable from unrelated third parties.
Notes Payable
On January 5, 2026, the Company entered into
a loan agreement with Webslinger Holdings Inc., a significant stockholder of the Company, which was amended and restated on May 25, 2026.
The Company received loan proceeds of $750,000 on January 16, 2026, an additional advance of $400,000 on April 30, 2026, and a further
advance of $350,000 on May 19, 2026, for total principal borrowings of $1,500,000. The loan bears interest at 5.0% per annum and matures
on August 4, 2026. The Company may prepay the loan, in whole or in part, at any time before the maturity date without penalty. Subsequent
to June 30, 2026, the Company entered into an amendment to the loan agreement extending the maturity date to November 2, 2026.
19
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Notes Receivable
On January 20, 2026, the Company entered into
a strategic partnership agreement with mCloud Technologies Saudi Arabia, an entity affiliated with the Company’s President, related
to initiatives involving real-world asset tokenization in the Kingdom of Saudi Arabia. In connection with the arrangement, on January
27, 2026, the Company entered into a promissory note agreement pursuant to which the Company agreed to advance $50,000. Funds were advanced
on February 3, 2026. The note bears interest at 3.63% per annum, matures on January 27, 2027, and is repayable on demand by the Company.
Subsequently, on May 28, 2026, the Company entered into a second promissory note agreement pursuant to which the Company agreed to advance
an additional $150,000. The second note bears interest at 3.85% per annum, matures on May 28, 2027, and is repayable on demand by the
Company. Both notes are secured by a first-priority security interest in the borrower’s assets.
Interest expense, net of $19,374 for the six
months ended June 30, 2026 (2025: $nil), is presented net of interest income earned during the period. Gross interest expense of $22,514
relates to interest accrued on notes payable. Interest income of $3,140 consists of interest earned on the Company's notes receivable
and interest-bearing account balances.
Interest expense, net of $12,694 for the three
months ended June 30, 2026 (2025: $nil), is presented net of interest income earned during the period. Gross interest expense of $14,808
relates to interest accrued on notes payable. Interest income of $2,114 consists of interest earned on the Company's notes receivable
and interest-bearing account balances.
Loans Receivable
On November 2, 2025, the Company entered into
a Master Loan Agreement with Mosaic Capital Inc., an entity for which an officer of the Company serves as a director. The Company lent
crypto assets to Mosaic under the agreement. The loan provides for a variable return based on changes in net asset value and may be repaid
in cash or crypto assets. The loan is not secured by specific collateral.
The loans receivable are measured at fair
value, with changes in fair value recognized in gain or loss. Upon settlement, the difference between the carrying value of the receivable
and the value of consideration received is recognized as a realized gain or loss. For the three and six months ended June 30, 2026, the
Company recognized a gain of $1,147,575 and a loss of $198,717, respectively, from changes in fair value (three and six months ended
June 30, 2025 – $nil and $nil, respectively).
Office sublease arrangements
The Company has office sublease arrangements
with Mosaic Capital Inc., an entity for which an officer of the Company serves as a director, and Cara Global Limited, a related party
due to relationships between the Company and the entity that provides director services to Cara Global Limited. Under the arrangements,
each related party pays 1% of base rent, maintenance charges and other occupancy costs through March 31, 2029. The arrangements are on
a pass-through basis, and the Company does not derive any profit.
For the three and six months ended June 30,
2026, the Company recognized rental income of $11,478 and $11,478, respectively (2025: $nil and $nil, respectively), consisting of $7,840
from Mosaic Capital Inc. and $3,638 from Cara Global Limited. As of June 30, 2026, $7,840 and $3,638 were due from Mosaic Capital Inc.
and Cara Global Limited, respectively, and included in accounts receivable.
20
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Eidos Foundation
During the three and six months ended June
30, 2026, the Company provided RWA infrastructure and platform services to Eidos Foundation (the “Foundation”), a related
party due to relationships between the Company and the entity that provides director services to the Foundation, and recognized revenue
of $2,700,000 and $2,700,000, respectively (2025: $nil and $nil, respectively). As of June 30, 2026, $2,700,000 related to the arrangement
was included in contract assets. The Foundation is a separate legal entity and is not owned or controlled by the Company.
Accru Finance Ltd.
During the three and six months ended June
30, 2026, the Company provided finance advisory and related services to Accru Finance Ltd., a related party because its parent company
is a significant stockholder of the Company, and recognized revenue of $225,000 and $225,000, respectively (2025: $nil and $nil, respectively).
As of June 30, 2026, $225,000 was due from Accru Finance Ltd. and included in accounts receivable.
13. COMMITMENTS AND CONTINGENCIES
The Company is subject to various claims and
legal proceedings in the normal course of business. The Company evaluates these matters on an ongoing basis and records provisions when
a loss is considered probable and reasonably estimable, in accordance with ASC 450, Contingencies.
The Company leases office space in the Cayman
Islands. Annual lease commitments are disclosed in Note 11.
As of June 30, 2026, and December 31, 2025,
the Company had no other material commitments or loss contingencies requiring disclosure.
14. SHARE CAPITAL
[a] Authorized capital
The Company is incorporated as an exempted
company limited by shares under the Companies Act of the Cayman Islands. Pursuant to its Memorandum of Association, the Company is authorized
to issue 500,000,000 ordinary shares, with a par value of $0.0001 per share, representing total authorized share capital of $50,000.
[b] Ordinary shares issued
Each ordinary share entitles the holder to
one vote per share, the right to receive dividends as and when declared by the Board of Directors, and a pro rata share of the residual
assets of the Company upon liquidation. Certain ordinary shares issued were subject to Restricted Stock Purchase Agreements with vesting
schedules, transfer restrictions, and repurchase rights in favor of the Company.
On October 9, 2025, the Company completed
a corporate reorganization (the “Reorganization”) pursuant to which Open World Ltd. became the parent company of Open World
Inc. and Webslinger Advisors SEZC Inc. The transaction was accounted for as a reorganization of entities under common control in accordance
with ASC 805-50, Business Combinations, and the consolidated financial statements have been retrospectively presented as if the reorganization
had occurred on January 1, 2023, with the combining entities reflected at historical carrying values.
On June 17, 2026, the Company cancelled 584
unvested ordinary shares previously issued to a consultant. The shares were returned to the Company and recorded as treasury shares.
In connection with the cancellation, the Company incurred a liability to repurchase the unvested ordinary shares.
21
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026, the Company had 126,080
ordinary shares issued, of which 584 shares were held as treasury shares, resulting in 125,496 ordinary shares outstanding. As of December
31, 2025, the Company had 126,080 ordinary shares issued and outstanding, with no treasury shares held.
[c] Additional paid-in capital
Additional paid-in capital (“APIC”)
represents amounts received in excess of the par value of ordinary shares and includes equity-based compensation and other equity transactions.
During the three and six months ended June
30, 2026, the Company recognized stock-based compensation expense of $303,116 and $604,820, respectively, which was recorded in APIC
(three and six months ended June 30, 2025 – $nil and $nil, respectively).
As of June 30, 2026, and December 31, 2025,
APIC totaled $4,983,923 and $4,379,103, respectively. Changes in APIC for the six months ended June 30, 2026 and 2025 are presented in
the consolidated statements of stockholders’ equity.
[d] Simple agreements for future
equity
During the year ended December 31, 2024, the
Company issued Simple Agreements for Future Equity (“SAFEs”) to various investors for an aggregate amount of $2,000,000.
The SAFEs provide the holder the right to receive shares in the Company upon the occurrence of future equity financing, liquidity event,
or dissolution. The Company evaluated the SAFEs under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives
and Hedging, including embedded derivative considerations under ASC 815-15, and concluded the SAFEs qualify for equity classification.
Accordingly, the SAFEs are classified within stockholders’ equity in accordance with ASC 505.
Key terms include:
● Post-Money
Valuation Cap: $20,000,000;
● Conversion:
Upon an equity financing, each SAFE converts into the greater of (i) preferred shares based
on the financing price, or (ii) SAFE preferred shares based on the SAFE price;
● Liquidity/Dissolution:
In such events, holders receive the greater of (i) their purchase amount, or (ii) the amount
payable had the SAFE converted into ordinary shares at the Liquidity Price;
● Liquidation
Priority: Junior to debt, pari passu with other SAFEs and preference shares, and senior to
ordinary shares.
During the six months ended June 30, 2026,
the Company issued additional SAFEs for proceeds of $1,550,000. The additional SAFEs contain terms substantially consistent with the
Company’s existing SAFEs, including conversion, liquidity or dissolution, and liquidation priority provisions, and includes a post-money
valuation cap of $150,000,000.
During June 2026, the Company entered into
amendment agreements with the holders of its outstanding SAFEs in connection with its planned equity financing. The amendments provide
for the conversion of the outstanding SAFEs into ordinary shares upon the initial closing of the financing. The amendments also revised
the valuation cap applicable to the $150,000,000 valuation cap SAFE tranche to $135,000,000. The $20,000,000 valuation cap SAFE tranche
was otherwise unchanged.
The amendments are contingent upon the closing
of the planned financing. Until such time, the SAFEs remain outstanding under their existing terms. If the financing does not occur,
the amendments will not become effective.
22
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
[e] Stock Options and Restricted
Shares
The Company adopted an equity incentive plan
(the “Plan”) in 2025, which permits the grant of stock options and other equity awards to directors, officers, employees
and other eligible participants. Awards under the Plan are subject to vesting conditions determined by the Board of Directors.
Stock Options
On December 10, 2025, the Company granted
13,920 stock options under the Plan. Each option entitles the holder to purchase one ordinary share at an exercise price of $168.67 per
share and is subject to service-based vesting conditions.
The grant-date fair value of the options was
estimated using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate of 3.84%, expected volatility
of 75%, expected term of six years, and dividend yield of 0%. The weighted-average grant-date fair value was $115.01 per option.
Restricted Shares
On December 10, 2025, the Company issued 25,823
ordinary shares pursuant to Restricted Share Subscription Agreements. The fair value of the restricted shares on the grant-date was $168.67
per share. The shares are subject to service-based vesting conditions for certain recipients, including one-year cliff provisions and
vesting periods of either three or four years, as applicable. Certain shares were fully vested upon issuance. Compensation cost is recognized
on a straight-line basis over the requisite service period.
As of June 30, 2026, 24,185 restricted shares
were vested and 1,638 remained unvested. As of June 30, 2026, total unrecognized compensation cost related to unvested restricted shares
was approximately $218,057, which is expected to be recognized over a weighted-average period of approximately 0.5 years.
Stock-based compensation expense for the three
and six months ended June 30, 2026 and 2025 was as follows:
Three
months ended June 30,
Six
months ended June 30,
Description
2026
2025
2026
2025
Stock options
$ 128,395
$ -
$ 255,378
$ -
Restricted shares
174,721
-
349,442
-
Total stock-based compensation
$ 303,116
$ -
$ 604,820
$ -
[f] Dilutive common shares
As of June 30, 2026, the Company’s potentially
dilutive securities are comprised of the SAFEs noted above. The potential effects thereof are disclosed in Note 15.
[g] Dividends
During the three and six months ended June
30, 2026 and 2025, the Company declared no dividends. Dividends are recognized when declared by the Board of Directors and are presented
as a reduction of retained earnings in the accompanying unaudited interim condensed consolidated financial statements.
[h] Warrants to issue ordinary shares
As of June 30, 2026, the Company had entered
into an agreements that may result in the issuance of up to 3,000,000 warrants in connection with a go-to-market and business development
arrangement. However, such warrants had not been issued or outstanding as of June 30, 2026.
23
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The warrants, if issued, are expected to have
an exercise price determined based on a discount to the public offering price of the Company’s shares at the time of a public listing
and would become exercisable upon the occurrence of such public listing. The warrants are expected to have a contractual term to be determined
at the time of issuance. The Company will evaluate any warrants issued under ASC 815-40 at the time of issuance to determine the appropriate
classification as either equity or liability instruments. Based on the expected terms, the Company anticipates that such warrants would
qualify for equity classification, as they are expected to require settlement solely in a fixed number of shares of the Company’s
ordinary shares and be indexed to the Company’s own stock without features requiring net cash settlement.
If issued, the warrants would be recorded at fair value within additional paid-in capital and would not be subsequently remeasured if
classified as equity. Full exercise would result in the issuance of up to 3,000,000 shares, which may be dilutive.
15. EARNINGS PER SHARE
Basic earnings per share is computed by dividing
net income by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the potential
dilution from the assumed exercise or conversion of instruments into ordinary shares, if dilutive.
Three
months ended June 30,
Six
months ended June 30,
(in USD, except share
data)
2026
2025
2026
2025
Net loss
$ (1,249,816 )
$ (4,161,957 )
$ (5,859,815 )
$ (8,905,208 )
Weighted-average shares outstanding —
basic
125,997
107,964
126,038
109,489
Weighted-average shares outstanding —
diluted
125,997
107,964
126,038
109,489
Earnings per share:
Basic and Diluted
$ (10 )
$ (39 )
$ (46 )
$ (81 )
Diluted earnings per share for the three and
six months ended June 30, 2026 excludes the effect of $15,746 potentially dilutive ordinary shares issuable upon conversion of outstanding
SAFEs (June 30, 2025: 11,337) because their inclusion would have been anti-dilutive due to the net losses for the periods.
16. FAIR VALUE MEASUREMENTS
The Company’s financial instruments
consist of cash, accounts receivable, other receivables, investments, accounts payable and accrued liabilities, notes payable, lease
liabilities, and derivative instruments. Except as noted below, the carrying amounts of these instruments approximate their fair values
due to their short maturity. The fair value of long-term lease liabilities also approximates their carrying amounts because of changes
in interest rates and the Company’s credit risk since inception has been insignificant.
In addition to financial instruments, the
Company holds crypto assets that are measured at fair value in accordance with ASC 350-60, Accounting for and Disclosure of Crypto
Assets. Crypto assets are presented separately from financial instruments within the fair value hierarchy tables below.
The Company measures certain financial assets
and liabilities at fair value in accordance with ASC 820, Fair Value Measurement, which establishes a hierarchy that prioritizes
the inputs used in measuring fair value as follows:
Level 1: Quoted prices (unadjusted)
in active markets for identical assets or liabilities.
24
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Level 2: Inputs other than quoted prices
that are observable, either directly or indirectly.
Level 3: Significant unobservable inputs
that reflect the Company’s own assumptions about the assumptions that market participants would use.
Fair Value Hierarchy
The following table presents assets and liabilities
measured at fair value on a recurring basis as of June 30, 2026, and December 31, 2025 (in USD):
Assets
Level 1
Level 2
Level 3
Total
June 30, 2026
Accounts receivable – crypto assets
$ -
$ 557,354
$ -
$ 557,354
Crypto assets
1,610,148
-
-
1,610,148
Warrants receivable
-
40,888
-
40,888
Investment – current portion
52,373
-
-
52,373
Loans receivable
-
7,237
-
7,237
Total
$ 1,662,521
$ 605,479
-
$ 2,268,000
Assets
Level 1
Level 2
Level 3
Total
December 31, 2025
Accounts Receivable – crypto assets
$ -
$ 1,211,696
-
$ 1,211,696
Crypto Assets
922,987
-
-
922,987
Shares and warrants receivable
156,000
429,599
-
585,599
Investment – current portion
539,328
-
-
539,328
Loan receivable
-
814,369
-
814,369
Total
$ 1,618,315
$ 2,455,664
-
$ 4,073,979
Change in Presentation - Net Fair Value
Adjustments
Effective for the three and six months ended
June 30, 2026, the Company has changed the presentation of net fair value adjustments in the unaudited interim condensed consolidated
statements of operations and cash flows. Net changes in the fair value of investments, shares and warrants receivable, crypto assets,
receivables, and loans receivable are now presented as a single line item, "Change in fair value, net," within other income
(expense) for all periods presented. These amounts were presented as separate line items in the unaudited interim consolidated statement
of operations for the three months ended March 31, 2026. This change represents a reclassification of presentation only and has no impact
on previously reported net loss, total assets, shareholders' equity, or cash flows.
The table below reconciles the amounts presented
for the three months ended March 31, 2026 under the prior presentation to the current presentation:
Prior
presentation
Reclassification
As
currently
presented
Net change in fair value of investments
$ (590,657 )
$ 590,657
$ -
Net change in fair value of shares and warrants receivable
(1,046,357 )
1,046,357
-
Net change in fair value of crypto assets
216,012
(216,012 )
-
Net change in fair value of receivable
(367,015 )
367,015
-
Net change in fair value of loans receivable
(1,346,292 )
1,346,292
-
Change in fair value, net – three months
ended March 31, 2026
-
(3,134,309 )
(3,134,309 )
Change in fair value, net – three months
ended June 30, 2026
$ (52,559 )
Change in fair value, net – six months
ended June 30, 2026
$ (3,186,868 )
25
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
17. INCOME TAX
The Company is incorporated in the Cayman
Islands, which does not impose corporate income and capital gains taxes. Accordingly, no provision for income taxes has been recorded
in the accompanying unaudited interim condensed consolidated financial statements.
The Company also has a subsidiary incorporated
in the United States that is subject to U.S. federal and state income taxes. However, such subsidiary generated operating losses during
the periods presented and no current income tax expense was recorded.
As of June 30, 2026, and December 31, 2025,
the Company had no unrecognized tax benefits, and no interest or penalties related to uncertain tax positions have been recognized in
the unaudited interim condensed consolidated financial statements.
Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities. As of June 30, 2026 and December 31, 2025, the Company had not recognized material deferred
tax assets or liabilities in the accompanying unaudited interim condensed consolidated financial statements.
The Company evaluates tax positions to determine
whether they are more likely than not to be sustained upon examination. The Company’s evaluation as of June 30, 2026, and December
31, 2025, did not result in the recognition of any uncertain tax positions.
18. INVESTMENTS
Current Investments
In August 2025, the Company entered into a
Strategic Advisory and Implementation Agreement with IP Strategy Holdings, Inc. (formerly Heritage Distilling Holding Company, Inc.)
(“IPST”), pursuant to which the Company was entitled to 5,000 shares of IPST common stock and warrants to purchase 20,000
shares at an exercise price of $4.00 per share as consideration under the arrangement. The shares were fully vested upon issuance. The
warrants have a five-year term and vest subject to time-based and market performance conditions.
In August 2025, the Company acquired 17,286
shares of IPST common stock for total consideration of $4,178,407. Share amounts presented herein have been retrospectively adjusted
to reflect IPST’s one-for-twenty reverse stock splits completed on November 5, 2025 and April 23, 2026.
During the six months ended June 30, 2026,
the Company received an additional 5,000 shares of IPST common stock with a carrying value of $169,000 in settlement of a share receivable.
During the three and six months ended June 30, 2026, an additional 3,908 and 10,857 IPST warrants, respectively, vested.
The IPST common shares are measured at fair
value using quoted market prices (Level 1), and the warrants are measured at fair value using an option pricing model with observable
inputs (Level 2).
26
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026, the carrying value of
the Company’s IPST common shares and warrants was $92,761 (December 31, 2025: $1,124,927). During the three and six months ended
June 30, 2026, the Company recognized losses of $510,834 and $2,147,848, respectively, from changes in fair value (three and six months
ended June 30, 2025: $nil and $nil, respectively).
The following table summarizes the Company’s
IPST common shares and warrants as of June 30, 2026:
Assets
IPST
Shares
receivable
IPST
Warrants
receivable
Investment
in
IPST shares
Total
Beginning Balance ($)
$ 156,000
$ 429,599
$ 539,328
$ 1,124,927
Additions
-
1,115,683
-
1,115,683
Settlement of shares receivable
(169,000 )
-
169,000
-
Change in fair value
13,000
(1,504,894 )
(655,955 )
$ (2,147,849 )
Ending Balance ($)
$ -
$ 40,388
$ 52,373
$ 92,761
Ending Units (warrants and shares)
-
19,375
22,286
41,661
As of June 30, 2026, the carrying value of
the Company's IPST common shares and IPST warrants was $92,761. The Company also held other warrants receivable with a carrying value
of $500, resulting in total warrants receivable of $40,888 and a total carrying value of current investments and warrants receivable
of $93,261.
Non-current Investments
As of June 30, 2026, the Company held non-current
investments with a carrying value of $100,348 (December 31, 2025: $100,348), including $100,000 (December 31, 2025: $100,000) in Simple
Agreements for Future Equity (SAFEs) issued by two private companies. These non-current investments are accounted for under ASC 321,
Investments—Equity Securities, using the measurement alternative, under which they are carried at cost, adjusted for (i) observable
price changes in orderly transactions for identical or similar instruments of the same issuer and (ii) impairments. No observable price
changes or impairments were identified during the period.
Although these investments are not measured
at fair value on a recurring basis, the valuation of such instruments would rely on significant unobservable inputs and therefore would
be considered Level 3 within the fair value hierarchy if a fair value measurement were required.
In connection with a SAFE entered into with
an unrelated private entity, the Company also received a Token Warrant granting the right to acquire a specified number of tokens upon
the occurrence of a future Token Generation Event (“TGE”).
The warrant represents a derivative instrument
under ASC 815. As of June 30, 2026, management determined that the warrant’s fair value was $nil due to the lack of an active token
market and the uncertainty surrounding the occurrence and timing of any TGE. Accordingly, no fair value change was recognized in earnings
during the three and six months ended June 30, 2026, or during the corresponding periods in 2025. The warrant is classified within Level
3 of the fair value hierarchy.
19. CRYPTO ASSETS AND ASSOCIATED
RISKS
There have been no material changes to the
risks associated with the Company’s crypto assets from those disclosed in the audited annual consolidated financial statements
for the year ended December 31, 2025.
27
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
[a] Cybersecurity risk
With the increased use of technologies to
conduct business, the Company is susceptible to operational, crypto assets and related risks. In general, cyber incidents can result
from deliberate attacks or unintentional events. Cyber-attacks include but are not limited to third parties gaining unauthorized access
to information technology systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating
assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner
that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (attempts to make network services
unavailable to the normal intended users).
Cyber incidents affecting the Company and
its counterparties have the ability to cause disruptions and impact business operations, potentially resulting in interference with the
Company’s day-to-day operations. Similar adverse consequences could result from cyber incidents affecting issuers of crypto assets.
While the Company has established risk management systems to prevent cyber incidents and business continuity plans in the event of such
cyber incidents occurring, there are inherent limitations in such systems and plans including the possibility that certain risks may
have not been identified in advance.
[b] Political, legal, and/or regulatory
risk
The legal status of crypto assets may be uncertain.
It is unclear whether they constitute property, assets, or rights of any kind. Crypto assets are not backed by governments, and accounts
and balances are not subject to any statutory or government protections. Regulation of crypto assets and crypto asset exchanges is currently
undeveloped and is likely to rapidly evolve. It is possible that some countries are already considering or may in the future put in place
laws, regulations or other actions which may severely impact the Company’s operations. This is particularly the case as crypto
assets have grown in popularity and market size. New or changing laws and regulations may have an impact on the Company’s future
operations.
[c] Counterparty and custodian wallet
risk
Having crypto
assets on deposit or with any third party in a custodial relationship has attendant risks. These risks include potential for security
breaches, risk of contractual breach, and risk of loss. The Company may have a high concentration of its crypto assets in one location
or with one third party custody provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access
credentials, malware, compromised private keys, unauthorized access to private key, or cyber-attacks. The Company maintains custody of
the unique private keys for all of its customer crypto assets. Such unique private keys control the movement and access of the crypto
assets. The Company is responsible for taking such steps as it determines to be required to maintain access to these keys, and prevent
exposure from hacking, malware, and general security threats. The theft, loss or destruction of a private key is irreversible and could
result in substantial or total loss of crypto assets. The Company has controls in place to mitigate against the risk of unauthorized
access to or loss of customer assets within the Company’s self-custodied wallets held on behalf
of customers.
[d] Risk of loss of private key(s)
Crypto assets
are controllable only by the possessor of unique private keys relating to the addresses in which the crypto assets are held. The theft,
loss or destruction of a private key required to access a crypto asset is irreversible, and such private keys would not be capable of
being restored by the Company. Any loss of private keys relating to crypto wallets used to store
the Company’s crypto assets (including customer assets) could result in the loss of these
crypto assets and customers and other stakeholders could incur substantial, or even total loss.
The Company is responsible for taking such
steps as it determines, in its sole judgment, to be required to maintain access to these private keys, and prevent their exposure from
hacking, malware and general security threats. To the extent that the security system is penetrated, any loss of crypto assets may adversely
affect a stakeholder’s interest in the Company, including customers.
28
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
[e] Risks relating to crypto asset
price volatility
A key risk in trading crypto assets is the
rapid fluctuation of their market price. Crypto assets have demonstrated significant volatility.
The price of crypto assets may be affected
by a wide variety of complex and difficult to predict factors such as crypto asset supply and demand; rewards and transaction fees for
the recording of transactions on the blockchain; difficulties with converting crypto asset to fiat currencies; availability and access
to crypto asset service providers (such as payment processors), exchanges, miners or other crypto asset users and market participants;
perceived or actual crypto asset network or crypto asset vulnerability; inflation levels; fiscal policy; interest rates; and political,
regulatory natural, and economic events.
20. PROPOSED MERGER TRANSACTION
On February 11, 2026, the Company entered
into a definitive merger agreement with VerifyMe, Inc. (“VerifyMe”), a publicly traded company listed on Nasdaq (Nasdaq:
VRME), pursuant to which VerifyMe will acquire OpenWorld through a merger transaction. Upon closing, OpenWorld’s stockholders are
expected to own approximately 90% of the combined company and VerifyMe’s legacy stockholders approximately 10%, on a fully diluted
basis. The board of the combined company is expected to consist of seven directors, with six appointed by OpenWorld and one appointed
by VerifyMe.
The proposed transaction is expected to establish
a public market platform for OpenWorld’s digital asset and real-world asset tokenization strategy, enabling broader access to capital
markets and enhancing the Company’s ability to scale its integrated platform and asset management offerings. Management anticipates
that the combined company will be positioned to drive incremental revenue opportunities through the alignment of OpenWorld’s platform
capabilities with its expanding ecosystem of strategic partnerships and initiatives.
The transaction is subject to customary closing
conditions, including VerifyMe maintaining a minimum cash balance of $1,000,000 at closing. A termination fee of $400,000 is payable
under certain circumstances. The transaction had not closed as of the date these unaudited interim condensed consolidated financial statements
were issued.
21. STRATEGIC AGREEMENTS
On May 5, 2026, the Company entered into agreements
with Figure Technology Solutions, Inc. related to the tokenization and trading of the Company's equity securities in connection with
the proposed VerifyMe merger transaction. The agreements contemplate the use of Figure's Onchain Public Equity Network ("OPEN")
to support the issuance, trading and ongoing administration of tokenized equity securities. The agreements did not result in the recognition
of any assets or liabilities as of June 30, 2026.
On May 19, 2026, the Company entered into
a non-binding letter of intent with Jolt Charge USA Inc. ("JOLT") to pursue a strategic partnership involving the structuring
and implementation of a tokenized financing program for JOLT's electric vehicle charging business. Subsequent to the execution of the
letter of intent, the parties revised the contemplated transaction structure such that an independent Cayman foundation company established
to support the financing program, became the Company's contractual counterparty for the provision of platform, structuring, implementation,
and administrative services. Accordingly, the Company entered into a services agreement with the Cayman Foundation governing the scope
of those services. The broader financing transaction remains subject to the satisfaction of customary conditions, including completion
of definitive financing documentation and funding.
29
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
22. SUBSEQUENT EVENTS
Management has evaluated subsequent events
through August 11, 2026.
Cancellation of Unvested Ordinary Shares
On July 3, 2026, certain consultant surrendered an aggregate of 464 unvested ordinary shares to the Company pursuant to the termination
of their equity arrangement. The surrendered shares were recorded as treasury shares, and the Company completed payment for the repurchase
of the unvested ordinary shares.
On July 31, 2026, certain consultant surrendered
an aggregate of 1,112 unvested ordinary shares to the Company pursuant to the termination of their equity arrangement. The surrendered
shares were recorded as treasury shares, and the Company recognized a liability for the repurchase of the unvested ordinary shares, which
remained unpaid as of the date these unaudited interim condensed consolidated financial statements were issued. In addition, 556 outstanding
stock options held by a former consultant expired upon termination and were cancelled in accordance with the terms of the Company’s
Equity Incentive Plan.
Strategic Investment
On July 23, 2026, the Company received gross
proceeds of $500,000 from the issuance of ordinary shares to Merkle Tree Markets Ltd. pursuant to a strategic equity financing. In connection
with the financing, the Company entered into a strategic commercial arrangement under which the parties intend to collaborate on digital
asset trading, treasury management, token launch support, market-making, and other related strategic initiatives.
The Company evaluated the financing and related
agreements as non-recognized subsequent events in accordance with ASC 855, Subsequent Events, and therefore no amounts related
to the agreements have been recognized in the accompanying unaudited interim condensed consolidated financial statements.
Share Subscription Facility
On July 24, 2026, the Company entered into
definitive agreements with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, "GEM") relating to a share
subscription facility of up to $50,000,000. Under the agreements, following the initial listing of the Company's ordinary shares on a
nationally recognized U.S. stock exchange and subject to the terms and conditions of the agreements, the Company has the right, but not
the obligation, to require GEM to subscribe for ordinary shares over a 36-month period. The agreements also provide for the issuance
of a warrant to GEM Yield Bahamas Limited to purchase ordinary shares representing 2.2% of the Company's outstanding ordinary shares
upon listing, as well as customary registration rights in respect of shares issuable under the facility. The Company evaluated the execution
of these agreements as a non-recognized subsequent event in accordance with ASC 855. Accordingly, no amounts related to these agreements
have been recognized in the accompanying unaudited interim condensed consolidated financial statements.
Notes Payable
On August 10, 2026, the Company entered into
an amendment to its loan agreement with Webslinger Holdings Inc. to extend the maturity date of the outstanding principal balance of
$1,500,000, as discussed in Note 12, from August 4, 2026 to November 2, 2026. All other terms of the loan remained unchanged.
The Company evaluated the amendment as a non-recognized
subsequent event in accordance with ASC 855, Subsequent Events. Accordingly, no amounts related to the amendment have been recognized
in the accompanying unaudited interim condensed consolidated financial statements.
30
EX-99.3 — EXHIBIT 99.3
EX-99.3
Filename: ex99_3.htm · Sequence: 6
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
Introduction
As
previously disclosed in the Current Report on Form 8-K filed on February 12, 2026, by OpenWorld Inc., a Nevada corporation (f/k/a VerifyMe,
Inc.) (the “Company”), on February 11, 2026, the Company, VRME Subsidiary Corp., a Nevada corporation and wholly owned subsidiary
of the Company (“Merger Sub”) and Open World Ltd., a Cayman Islands exempted company (“Legacy OpenWorld”) entered
into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) which provided for, among other things,
the merger of Merger Sub with and into Legacy OpenWorld, with Legacy OpenWorld continuing as the surviving corporation and a wholly owned
subsidiary of the Company, upon the terms and conditions set forth in the Merger Agreement and the other transactions contemplated by
the Merger Agreement (the “Merger”). As previously disclosed in the Current Report on Form 8-K filed on September 30, 2026,
the closing of the Merger (the "Closing") occurred on September 30, 2026. The Company prior to the consummation of the Merger
is referred to in these unaudited pro forma condensed combined financial statements as “VerifyMe” and, following the consummation
of the Merger, is referred to as the “Combined Company.”
At
the effective time of the Merger, each outstanding ordinary share of Legacy OpenWorld was converted into a share of Company common stock
at an exchange ratio of 1:77.27 (the “Exchange Ratio”). As a result of the Merger and the issuance of the merger consideration,
immediately upon the effective time of the Merger: (i) holders of equity interests in Legacy OpenWorld were issued 11,686,124 shares
of common stock, held options assumed by the Combined Company exercisable for an additional 2,096,093 shares of common stock, and owned
approximately 85.48% of the fully diluted equity of the Combined Company; (ii) certain business partners and consultants Legacy OpenWorld
was contractually obligated to issue warrants upon the Combined Company’s successful listing on Nasdaq were issued warrants exercisable
for an aggregate of 300,000 shares of common stock (the “OpenWorld Warrants”); (iii) Maxim Partners LLC (“Maxim”),
who served as financial advisor to Legacy OpenWorld, was issued 361,082 shares of common stock and owned approximately 2.25% of the fully
diluted equity of the Combined Company; and (iv) holders of equity interests in VerifyMe prior to the consummation of the Merger continued
to hold 1,425,154 shares of common stock, equity interest convertible into an aggregate of 179,657 share of common stock, and owned approximately
10% of the fully diluted equity of the Combined Company. Immediately after giving effect to the Merger, there were approximately 13,407,360
shares of Combined Company common stock issued and outstanding with an aggregate of 16,048,110 shares issuable on a fully diluted basis.
These numbers include shares of common stock that we issued upon vesting and settlement of certain outstanding VerifyMe equity awards
at the effective time of the Merger.
In
addition, at the Closing, VerifyMe assumed each outstanding option for Legacy OpenWorld ordinary shares, whether vested or unvested,
which automatically converted into an option to purchase shares of VerifyMe common stock (the “Assumed Options”). Each Assumed
Option will continue to be subject to substantially the same terms and conditions that applied to such option before the effective time
of the Merger, except that (i) the number of shares of our common stock issuable under the Assumed Options shall equal the product of
(x) the number of shares underlying the option immediately prior to the effective time multiplied by (y) the Exchange Ratio (rounded
down to the nearest whole share), (ii) the exercise price per share of such Assumed Option shall equal the quotient obtained by dividing
(x) the exercise price of such option immediately prior to the effective time by (y) the Exchange Ratio (rounded up to the nearest whole
cent), and (iii) each Assumed Option shall be governed by the VerifyMe, Inc. 2020 Equity Incentive Plan.
Anticipated Accounting
Treatment of the Merger
The
unaudited pro forma condensed combined balance sheet data assumes that the Merger took place on June 30, 2026 and combines the historical
balance sheets of VerifyMe and Legacy OpenWorld as of such date. The unaudited pro forma condensed combined statement of operations and
comprehensive loss for the six months ended June 30, 2026 and year ended December 31, 2025 assumes that the Merger took place as of January
1, 2025 and combines the historical results of VerifyMe and Legacy OpenWorld for the six months and year then ended. The unaudited pro
forma condensed combined financial information was prepared in accordance with GAAP and pursuant to the rules and regulations of Article
11 of SEC Regulation S-X. The historical financial statements of VerifyMe and Legacy OpenWorld have been adjusted to give pro forma effect
to events that are (i) directly attributable to the Merger Agreement and the other transactions contemplated by the Merger Agreement,
(ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statement of operations and comprehensive
loss, expected to have a continuing impact on the Combined Company’s results.
The
following unaudited pro forma condensed combined financial information is being provided to aid you in your analysis of the
financial aspects of the business combination. The following unaudited pro forma condensed combined financial information of VerifyMe
and Legacy OpenWorld has been prepared in accordance with Article 11 of Regulation S-X, Pro
Forma Financial Information. No management adjustments by VerifyMe’s management have been included by VerifyMe and,
therefore, only transaction accounting adjustments are included in the following unaudited pro forma condensed combined
financial information, which presents the combination of the historical financial information of VerifyMe and Legacy
OpenWorld, adjusted to give effect to the Merger and certain other related
events contemplated by the Merger.
The
following unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed combined
statement of operations and comprehensive loss for the six months ended June 30, 2026 and the year ended December 31, 2025, have been
prepared using and combining, and should be read in conjunction with, the following, in the case of the balance sheet, giving effect
to the Merger as if it had been consummated as of June 30, 2026, and in the case of the
statement of operations and comprehensive loss, giving effect to the Merger as if it had
been consummated as of January 1, 2025:
●
VerifyMe’s historical unaudited consolidated financial statements as of
and for the six months ended June 30, 2026, included in VerifyMe’s Form 10-Q as filed with the SEC on August 14, 2026;
●
Legacy OpenWorld’s historical unaudited consolidated
financial statements as of and for the six months ended June 30, 2026, included as an exhibit to the Company’s Form 8-K
filed with the SEC on October 13, 2026, to which these unaudited pro forma condensed combined financials statements are also attached
(the “Form 8-K”);
●
VerifyMe’s historical audited consolidated statement of operations and comprehensive loss for the
year ended December 31, 2025, included in VerifyMe’s Form 10-K as filed with the SEC on March 31, 2026; and
●
Legacy OpenWorld’s historical audited consolidated statement
of operations and comprehensive loss for the year ended December 31, 2025 included as an exhibit to the Form 8-K.
The
unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not
necessarily indicative of what the Combined Company’s financial condition or results of operations would have been had the Merger
been completed as of the date indicated. The unaudited pro forma combined condensed financial information also may not be useful
in predicting the future financial condition and results of operations of the Combined Company. The unaudited pro forma adjustments
represent the estimates of VerifyMe’s and Legacy OpenWorld’s management,
as applicable, based on information available as of the date of these unaudited pro forma condensed combined financial
statements.
Actual
results may differ materially from the assumptions used to present the unaudited pro forma condensed combined financial information.
Management of VerifyMe and Legacy OpenWorld have made significant estimates and assumptions
in the determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information
has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented
and are subject to change as additional information becomes available and analyses are performed. The actual financial position and results
of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The
unaudited pro forma condensed combined financial information should be read together with VerifyMe’s and Legacy
OpenWorld’s historical financial statements and related notes thereto, as applicable, and the sections titled “VerifyMe
Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “OpenWorld
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information
included in VerifyMe’s Form 10-K and Form 10-Q filed with the SEC on March 31, 2026 and August 14, 2026, respectively, and
Legacy OpenWorld’s historical financial statements included as an exhibit to the Form
8-K.
The
Merger will be accounted for as a reverse merger using the acquisition method of accounting
under the provisions of ASC Topic 805, Business Combinations. Under this method of accounting, VerifyMe will be treated as
the “acquired” company for financial reporting purposes. Accordingly, the Merger
will be treated as the equivalent of Legacy OpenWorld issuing shares at the Closing
for the net assets of VerifyMe as of the Closing, accompanied by a recapitalization. The net assets of VerifyMe will be stated at fair
value, with goodwill recorded, as VerifyMe continues as a business.
Legacy
OpenWorld has been determined to be the accounting acquirer based on the following:
● Legacy
OpenWorld’s stockholders own a substantial majority of the voting rights of the Combined
Company;
● Legacy
OpenWorld designated a majority of the members of the board of directors of the Combined
Company; and
● Legacy
OpenWorld’s senior management holds the majority of key positions in senior management
of the Combined Company.
Unaudited Pro Forma Condensed Combined Balance
Sheet
As of June 30, 2026
(in thousands)
Historical
Open World
Ltd.
VerifyMe
Inc.
Accounting
Adjustments
Notes
Pro Forma
Combined
ASSETS
Current Assets
Cash and cash equivalents
$ 620
$ 5,092
$ -
$ 5,712
Accounts receivable, net
1,358
558
-
1,916
Prepayments and other current assets
2,828
499
-
3,327
Shares and warrants receivable
41
-
-
41
Loans receivable, net
334
-
-
334
Investments (current)
52
-
-
52
Total current assets
$ 5,233
$ 6,149
$ -
$ 11,382
Non-Current assets
Investments (non-current)
$ 100
$ -
$ -
$ 100
Property and equipment, net
-
13
-
13
Operating lease right-of-use assets, net
841
-
-
841
Crypto assets
1,610
1,610
Intangible assets, net
2,304
-
2,304
Goodwill
-
2,926
4,442
3, 4B
7,368
Interco - Due from WAS Inc. and WH Inc.
-
-
-
-
Total Assets
$ 7,784
$ 11,392
$ 4,442
$ 23,618
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable
$ 4,693
$ 342
$ -
$ 5,035
Notes Payable – related party
1,523
-
-
1,523
Accrued expenses and other current liabilities
650
331
-
981
Current portion of operating lease liabilities
296
296
Convertible Note - related party, current
-
400
-
400
Convertible Note, current
-
350
-
350
Total current liabilities
$ 7,162
$ 1,423
$ -
$ 8,585
Non-Current liabilities
-
-
-
Non-current portion of operating lease liabilities
573
-
-
573
Total non-current liabilities
$ 573
$ -
$ -
$ 573
Total Liabilities
$ 7,735
$ 1,423
$ -
$ 9,158
Common Stock
$ -
$ 14
$ 2
4A, 4D
$ 16
Additional paid-in-capital
4,984
102,192
(81,870 )
4A, 4J
25,306
Treasury Stock
-
(475 )
475
4A
-
Simple Agreements for Future Equity (SAFEs)
3,550
-
(3,550 )
4D
-
Dividends
(9,450 )
-
-
(9,450 )
Retained Earnings (Accumulated Deficit)
965
(91,762 )
89,385
4A, 4K
(1,412 )
Total Equity
$ 49
$ 9,969
$ 4,442
4A
$ 14,460
Total Liabilities and Stockholders’ Equity
$ 7,784
$ 11,392
$ 4,442
$ 23,618
The
accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
Unaudited Pro Forma Condensed Combined Statement
of Operations
For the Six months Ended June 30, 2026
(in thousands, except share and per share data)
Historical
Open World
Ltd.
VerifyMe Inc.
Accounting
Adjustments
Notes
Pro Forma
Combined
Revenue
Revenue
$ 7,765
$ 3,680
$ -
$ 11,445
Cost of sales
Cost of Sales
$ 343
$ 1,699
$ -
$ 2,042
Gross profit
$ 7,422
$ 1,981
$ -
$ 9,403
Operating expenses
-
Management and technology
3,652
1,177
(264 )
4H
4,565
General and administrative
6,524
1,831
(748 )
4I
7,607
Sales and marketing
-
296
-
296
Total operating expenses
$ 10,176
$ 3,304
$ (1,012 )
$ 12,468
Income (loss) from operations
$ (2,754 )
$ (1,323 )
$ 1,012
$ (3,065 )
Other income (expense)
Interest and other income (expense), net
(8 )
139
-
131
Change in fair value of shares and warrants receivable
(1,491 )
-
-
(1,491 )
Change in fair value of investments
(656 )
-
-
(656 )
Realized gain (loss) on digital assets
88
-
-
88
Unrealized gain (loss) on digital assets
(510 )
-
-
(510 )
Change in fair value of accounts and loans receivable
(530 )
-
-
(530 )
Total other income (expense)
$ (3,107 )
$ 139
$ -
$ (2,968 )
Net loss
$ (5,860 )
$ (1,184 )
$ 1,012
$ (6,033 )
Net loss per share:
Basic and diluted
$ (46.49 )
$ (0.89 )
$
$ (0.54 )
Weighted average common shares outstanding
Basic and diluted
126,038
1,335,989
9,612,874
4L
11,074,900
The
accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.
Unaudited Pro Forma Condensed Statement
of Operations and Comprehensive Loss
For the Year Ended December 31, 2025
(in thousands, except share and per share data)
Historical
Open World
Ltd.
VerifyMe Inc.
Accounting
Adjustments
Notes
Pro Forma
Combined
Revenue
Revenue
$ 35,748
$ 16,398
$ -
$ 52,146
Cost of sales
Cost of Sales
$ 5,235
$ 10,077
$ -
15,312
Gross profit
$ 30,513
$ 6,321
$ -
$ 36,834
Operating expenses
Segment management and technology
7,793
3,138
(367 )
4G
10,564
General and administrative
7,456
3,416
748
4I
11,620
Sales and marketing
-
987
-
987
Goodwill and intangible asset impairment
-
3,850
(1,062 )
4F
2,788
Total operating expenses
$ 15,249
$ 11,391
$ (863 )
$ 25,959
Income (loss) from operations
$ 15,264
$ (5,070 )
$ 681
$ 10,875
Other income (expense)
Interest and other income (expense), net
(47 )
165
-
118
Change in fair value of shares and warrants receivable
(3,529 )
-
-
(3,529 )
Change in fair value of investments
(3,639 )
-
-
(3,639 )
Realized gain (loss) on digital assets
(4,375 )
-
-
(4,375 )
Unrealized gain (loss) on digital assets
(8,155 )
-
-
(8,155 )
Change in fair value of accounts and loans receivable
(15,749 )
-
-
(15,749 )
Total other income (expense)
$ (35,494 )
$ 165
$ -
$ (35,329 )
Net loss
$ (20,230 )
$ (4,905 )
$ 863
$ (24,454 )
Change in fair value of interest rate, swap
$ -
$ (12 )
$ -
$ (12 )
Total Comprehensive Loss
$ (20,230 )
$ (4,917 )
$ 863
$ (24,466 )
Net loss per share:
Basic and diluted
$ (188.99 )
$ (3.89 )
$ (2.12 )
Weighted average common share outstanding
Basic and diluted
107,042
1,261,952
10,157,215
4L
11,526,209
The accompanying notes
are an integral part of this unaudited pro forma condensed combined financial information.
NOTES TO THE UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1: Basis of presentation
The
historical financial information and statements of operations and comprehensive loss for both VerifyMe and Legacy
OpenWorld as of and for the six months ended June 30, 2026 and the year ended December 31, 2025, was prepared in accordance with
US GAAP. The two companies will combine through a reverse merger transaction. As a result, the Merger
adjustments included in the unaudited pro forma condensed combined balance sheet and statements of operations and comprehensive loss
as of and for the six months ended June 30, 2026 and the year ended December 31, 2025, reflect the impact of the Merger
transaction, and align VerifyMe’s historical financial statement balances with the presentation of Legacy
OpenWorld’s historical consolidated financial statements. In preparing the unaudited pro forma condensed combined financial
statements, certain reclassifications have been made to the historical financial statements of VerifyMe and Legacy
OpenWorld to conform presentation. These reclassifications had no impact on total assets, total liabilities, total stockholders'
equity, or net loss, but were made to align financial statement line items and disclosures for consistency.
The
unaudited pro forma condensed combined balance sheet and statements of operations and comprehensive loss assume the Merger
has occurred as of June 30, 2026 and January 1, 2025, respectively, and any transactions which are triggered by the Merger
(Note 4) are also included in the presentation. In addition, certain components of Legacy OpenWorld’s
results, including changes in the fair value of digital assets, receivables, investments, and derivative instruments, are non-cash in
nature and may introduce significant volatility to reported earnings. VerifyMe’s management believes that separating operating
results from these non-cash fair value changes provides additional context for understanding the Company’s performance on a pro
forma basis.
Note 2: Accounting Policies
Accounting rules require
evaluation of certain assumptions, estimates, or determination of financial statement classifications. The accounting policies of VerifyMe
may materially vary from those of Legacy OpenWorld. During preparation of the unaudited
pro forma condensed combined financial information, VerifyMe’s management has performed a preliminary analysis and is not aware
of any material differences, and accordingly, this unaudited pro forma condensed combined financial information assumes no material differences
in accounting policies. Following the Closing, a more detailed review and comparison of the two companies’ accounting policies
will be performed. As a result, additional differences between the accounting policies of the two companies may be identified that, when
conformed, could have had a material impact on the accompanying unaudited pro forma condensed combined financial information.
Note 3: Preliminary Purchase Consideration
Allocation
Because
Legacy OpenWorld is treated as the acquiring company for accounting purposes, Legacy
OpenWorld’s assets and liabilities are recorded at their carrying amounts prior to the Closing and the historical operations
that are reflected in the unaudited pro forma condensed combined financial information are those of Legacy
OpenWorld. VerifyMe’s assets and liabilities are measured and recognized at their fair values as of the date of the Closing
and combined with the assets, liabilities and results of operations of Legacy OpenWorld
following the Closing. The purchase consideration has been determined using the share price of VerifyMe common stock on September 30,
2026 of $8.98. If the transaction had occurred on June 30, 2026, the estimated preliminary fair values of the identifiable assets and
liabilities (and related tax impacts) of the Combined Company and the purchase consideration would be as follows (in thousands):
Assets acquired:
Cash and cash equivalents
$ 5,092
Accounts receivable, net
558
Prepaids and other current assets
499
Property and equipment, net
13
Intangible assets, net
2,304
Total assets
8,466
Total liabilities assumed:
$ (1,423 )
Net assets acquired
$ 7,043
Estimated purchase consideration
$ 14,411
Goodwill
$ 7,368
The
consideration for the Merger is summarized below, assuming the Merger
occurred on January 1, 2025:
Shares of Combined Company common stock issued to Legacy OpenWorld Shareholders, or issuable
to holders of Assumed Options, in connection with the Merger at the Exchange Ratio resulting in Legacy OpenWorld securityholders
collectively owning approximately 85.48% of the Combined Company common stock, on a fully diluted basis
13,782,217
Shares of Combined Company common stock issued to Maxim in connection with the Merger at an Exchange
Ratio resulting in Maxim collectively owning approximately 2.25% of the Combined Company common stock, on a fully diluted basis
361,082
Shares of Combined Company common stock issuable to certain business partners and consultants Legacy
OpenWorld was contractually obligated to issue warrants upon the Combined Company’s successful listing on Nasdaq, representing
approximately 1.87% of the Combined Company common stock, on a fully diluted basis
300,000
Shares of Combined Company common stock held by VerifyMe stockholders, or issuable to holders of
VerifyMe equity interests convertible into Combined Company common stock, upon the effectiveness of the Merger, collectively representing
approximately 10.0% of the Combined Company common stock, on a fully diluted basis
1,604,811
Total shares of Combined Company common stock
16,048,110
VerifyMe stock price on September 30, 2026
$ 8.98
Total Combined Company market cap
$ 144,112,028
Purchase consideration to VerifyMe stockholders (10% of Combined Company market cap)
$ 14,411,203
Note 4. Adjustments to the Unaudited
Pro Forma Condensed Combined Financial Statements
Adjustments
included in the column under the heading “Accounting Adjustments” are primarily based on information contained within the
Merger Agreement. Further analysis will be performed after the completion of the Merger
to confirm these estimates or make adjustments in the final purchase price allocation, as necessary.
Given
VerifyMe’s history of net losses and valuation allowance, management assumed a statutory tax rate of 0%. Therefore, the pro forma
adjustments to the condensed combined statements of operations and comprehensive loss resulted in no additional income tax adjustment
to the pro forma financials. Certain components of Legacy OpenWorld’s results, including
changes in the fair value of digital assets, receivables, investments, and derivative instruments, are non-cash in nature and may introduce
significant volatility to reported earnings.
The
unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:
Adjustments
to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026:
A. To eliminate VerifyMe’s pre-Merger
equity balances including preferred and common stock, treasury stock, additional paid-in
capital, and accumulated deficit.
B. To record a preliminary estimate of goodwill arising
from the excess of the estimated purchase consideration over the fair value of VerifyMe assets
acquired and liabilities assumed by Legacy OpenWorld.
C. To record VerifyMe non-recurring share based compensation
expense related to the acceleration of vesting upon change of control. This pro forma adjustment
is not reflected in the unaudited pro forma condensed combined statement of operations and
comprehensive loss because these amounts are not expected to have a continuing effect on
the operating results of the Combined Company.
D. To record the adjustments for (i) VerifyMe’s weighted-average
common stock outstanding, (ii) the conversion of VerifyMe convertible preferred stock to
common stock, and (iii) the conversion of Legacy OpenWorld
shares, options, warrants and SAFEs for the purchase of Legacy
OpenWorld shares to VerifyMe common stock.
To record the following adjustments to Legacy
OpenWorld and Verify Me stock based on the Exchange Ratio and the pro forma capitalization of the Combined Company on a fully
diluted basis:
As of September 30, 2026
Pre-Merger
Shares
Exchange
Ratio
Post-Merger
Shares
Post-Merger
Percentage of
Shares
Legacy OpenWorld Shareholders
151,238
77.27
11,686,124
72.82 %
Holders of Legacy OpenWorld Options
27,127
77.27
2,096,093
13.06 %
Holders of Legacy OpenWorld Warrants
3,883
77.27
300,000
1.87 %
Maxim fee upon Effective Time
4,673
77.27
361,082
2.25 %
186,921
14,443,299
90.0 %
VerifyMe Shareholders
1,317,657
1.00
1,317,657
8.2 %
VerifyMe Preferred Shareholders
14,445
1.00
14,445
0.1 %
Holders of VerifyMe Restricted Stock Units
109,028
1.00
109,028
0.7 %
Holders of VerifyMe Warrants
155,522
1.00
155,522
1.0 %
Restricted Stock Award upon Effective Time
8,159
1.00
8,159
0.1 %
1,604,811
1,604,811
10.0 %
Total Common Stock of combined
company at $0.001 par value per Share
16,048,110
$ 16,048
E. To record share-based compensation expense resulting
from the issuance of warrants in connection with certain consulting agreements, to be effective
upon Closing of the Merger. This pro forma adjustment is not reflected in the unaudited pro
forma condensed combined statements of operations and comprehensive loss because these amounts
are not expected to have a continuing effect on the operating results of the Combined Company.
Adjustments to the Unaudited Pro Forma Condensed Combined
Statement of Operations and Comprehensive Loss for the year ended December 31, 2025:
F. To eliminate VerifyMe’s one-time expense and write-off
related to the goodwill impairment recorded in the historical audited statement of operations
and comprehensive loss. This expense will not have a continuing effect on the operating results
of the Combined Company.
G. To eliminate VerifyMe’s pre-Merger
intangible asset amortization expense and record a preliminary estimate of post-Merger
amortization expense based on the acquired fair value of the assets.
Adjustments to the Unaudited Pro Forma Condensed Combined
Statement of Operations for the six months ended June 30, 2026:
H. To record
estimated post-Merger amortization expense based on the acquired fair value of the assets.
I. To reclassify VerifyMe transaction costs incurred in
the quarter ended June 30, 2026 to the period ended December 31, 2025 that are not considered
recurring and will not have a continuing effect on the operating results of the Combined
Company.
Summary of Adjustments to the Unaudited Pro Forma
Condensed Combined Balance Sheet and Statement of Operations for the six months ended June 30, 2026:
J. The pro forma adjustments to additional paid-in capital
noted above include:
To record the following adjustments to additional paid-in capital (in thousands):
June 30, 2026
Elimination of VerifyMe's additional paid-in-capital (A)
$ (102,192 )
Record purchase of VerifyMe historical net assets and liabilities (B)
7,043
Reflect VerifyMe's remaining stock post-Merger (B)
7,368
Acceleration of stock-based compensation for accelerated RSU’s (C)
215
Record Legacy OpenWorld post-Merger Common Stock (D)
(16 )
Reclassify Legacy OpenWorld SAFEs upon issuance of Common Stock (D)
3,550
Record Legacy OpenWorld warrant expense (E)
469
Impact of Merger adjustments to FY 2025 income (F, G, I)
681
Impact of Merger adjustments to Q1 and Q2 2026 income (H, I)
1,012
Total adjustment to additional paid-in-capital
$ (81,870 )
K. The pro forma adjustments
to retained earnings (accumulated deficit) include:
To record the following adjustments to accumulated deficit (in thousands):
June 30, 2026
Elimination of VRME's accumulated deficit (A)
$ 91,762
Impact of stock-based compensation expense for accelerated RSU's (C)
(215 )
Impact of OW warrant expense (E)
(469 )
Elimination of VRME goodwill impairment charge (F)
(1,062 )
Impact of VRME amortization expense adjustment (G, H)
(630 )
Total adjustment to accumulated deficit
$ 89,386
L. Calculation of weighted-average shares outstanding to
reflect the adjustments for VerifyMe’s weighted-average common stock outstanding and
the conversion of VerifyMe’s common and preferred stock outstanding based on the estimated
exchange ratio. In the reverse acquisition, Legacy
OpenWorld is the accounting acquirer. Accordingly, the pro forma weighted-average
shares outstanding reflect the legal capital structure of VerifyMe, adjusted using the exchange
ratio as if the shares had been outstanding for all periods presented.
Six months Ended
June 30, 2026
Historical OW weighted-average shares of common stock outstanding
126,038
Application of exchange ratio to historical OW weighted-average shares outstanding
77.17
Adjusted OW weighted-average shares outstanding
9,738,912
Historical VRME weighted-average shares of common stock outstanding
1,335,989
Total weighted-average shares outstanding
11,074,900
Year
Ended
December
31,
2025
Historical Legacy OpenWorld weighted-average shares of common stock outstanding
107,042
Application of exchange ratio to historical Legacy OpenWorld weighted-average shares outstanding
95.89
Adjusted Legacy OpenWorld weighted-average shares outstanding
10,264,257
Historical VerifyMe weighted-average shares of common stock outstanding
1,261,952
Total weighted-average shares outstanding
11,526,209
Note 5: Pro Forma Earnings (Loss) per
Share
The
following table sets forth the Combined Company’s pro forma basic and diluted loss per share for the period presented. The pro
forma net loss reflects the impact of the business combination between Legacy OpenWorld
and VerifyMe, as required under Article 11 of Regulation S-X. Pro forma weighted average shares outstanding give effect to the assumed
issuance of VerifyMe common stock, conversion of Legacy OpenWorld equity interests, and
other equity-class adjustments as if the transaction had occurred at the beginning of the period presented. Because the Combined Company
reported a net loss for the period presented, all potentially dilutive securities were anti-dilutive and therefore excluded from the
computation of diluted loss per share. Accordingly, basic and diluted loss per share are the same.
Loss per share, basic and diluted (in thousands, except per share data)
Six months Ended
June 30,
2026
Pro forma net loss
$ (6,033 )
Weighted average shares outstanding pro forma, basic and diluted
11,074,900
Loss per share, basic and diluted
$ (0.54 )
Loss per share, basic and diluted (in thousands, except per share data)
Year Ended
December 31,
2025
Pro forma net loss
$ (24,454 )
Weighted average shares outstanding pro forma, basic and diluted
11,526,209
Loss per share, basic and diluted
$ (2.12 )
Note 6: Digital Assets and Non-Cash
Impact
Legacy
OpenWorld accounts for its crypto assets in accordance with ASC Topic 350-60, Accounting for and Disclosure of Crypto Assets,
which requires measurement at fair value with changes recognized in net income. As a result, the Company’s results of operations
include significant non-cash gains and losses driven by changes in market prices of digital assets.
For
the six months ended June 30, 2026 and the year ended December 31, 2025, the Company recognized the following non-cash gains (losses)
related to the fair value measurement of digital assets (in thousands):
Six
months Ended
June
30, 2026
Realized gain on crypto assets sales
$ 88
Unrealized loss from fair value changes
(510 )
Total crypto-related impact to earnings
$ (422 )
Year
Ended
December
31,
2025
Realized loss on crypto assets sales
$ (4,375 )
Unrealized loss from fair value changes
(8,155 )
Total crypto-related impact to earnings
$ (12,530 )
Unrealized gains
(losses) are primarily non-cash in nature and are driven by changes in market prices.
Note 7: Adjusted EBITDA
The following tables provide a reconciliation
of Net Loss, the most directly comparable financial measurement calculated and presented in accordance with GAAP, to Adjusted EBITDA
for the periods ended June 30, 2026 and December 31, 2025, respectively.
Unaudited Pro Forma Combined Adjusted EBITDA
(Non GAAP)
For the Six months Ended June 30, 2026
(in thousands, except share and per share data)
Historical
Open
World
Ltd.
VerifyMe Inc.
Accounting
Adjustments
Notes
Pro Forma
Combined
Net Loss
$ (5,860 )
$ (1,184 )
$ 1,012
$ (6,033 )
Depreciation & Amortization
$
$ 132
$ (264 )
4H
$ 132
Interest (Income) Expense
8
(139 )
(131 )
Stock Based Compensation
605
605
Fair value of RSU’s in exchange for services
77
77
Non-recurring charges related to Merger, net
2,695
474
(748 )
4I
2,157
Change in fair value of investments and share and warrant receivable
2,147
2,147
Adjusted EBITDA
$ (405 )
$ (640 )
$ -
$ (1,046 )
Unaudited Pro Forma Combined Adjusted EBITDA
(Non GAAP)
For the Year Ended December 31, 2025
(in thousands, except share and per share data)
Historical
Open World
Ltd.
VerifyMe Inc.
Accounting
Adjustments
Notes
Pro Forma
Combined
Net Loss
$ (20,230 )
$ (4,905 )
$ 681
$ (24,466 )
Depreciation & Amortization
$ -
$ 984
$
$ 984
Interest (Income) Expense
47
(214 )
(167 )
Stock Based Compensation
4,378
86
4,464
Fair value of RSU’s in exchange for services
-
715
715
Severance
-
112
112
Impairments
-
3,850
(1,062 )
4F
2,788
Non-recurring charges related to Merger, net
1,603
456
199
4G, 4I
2,258
Gain on derecognized liability
-
(109 )
(109 )
Loss on disposal of fixed assets
-
58
58
Change in fair value of investments and share and warrant receivable
7,168
-
7,168
Non-cash contractual adjustment
4,550
-
4,550
Dividend-related
$ 2,984
$ -
$
$ 2,984
Adjusted EBITDA
$ 500
$ 1,033
$ (182 )
$ 1,351
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v3.26.3
Cover
Sep. 29, 2026
Cover [Abstract]
Document Type
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Amendment Flag
true
Amendment Description
On September 30, 2026, OpenWorld, Inc. (f/k/a
VerifyMe, Inc.) (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the
“SEC”), as amended by Amendment No. 1 on Form 8-K/A filed on October 2, 2026 (collectively, the “Original 8-K”),
which reported, among other things, the consummation of the merger between the Company and Open World Ltd. The Company is filing this
Amendment No. 2 on Form 8-K/A (this “Amendment”) to provide the historical financial statements required by Item 9.01(a)
of Form 8-K, the unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K in connection with
the merger, and to file herewith the Company’s Amended and Restated Bylaws as Exhibit 3.2 which supersedes and replaces the previously
filed Exhibit 3.2, which inadvertently excluded the text of the exhibit, in its entirety. Except as expressly set forth herein, there
are no other changes to the Original 8-K, and this Amendment does not modify or update any other disclosures contained in the Original
8-K or reflect events occurring after the filing of the Original 8-K.
Document Period End Date
Sep. 29, 2026
Entity File Number
001-39332
Entity Registrant Name
OpenWorld,
Inc.
Entity Central Index Key
0001104038
Entity Tax Identification Number
23-3023677
Entity Incorporation, State or Country Code
NV
Entity Address, Address Line One
801 International Parkway
Entity Address, Address Line Two
Fifth Floor
Entity Address, City or Town
Lake Mary
Entity Address, State or Province
FL
Entity Address, Postal Zip Code
32746
City Area Code
(585)
Local Phone Number
736-9400
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false
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Trading Symbol
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Security Exchange Name
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Entity Emerging Growth Company
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