VerifyMe, a provider of authentication and precision logistics technologies, and Open World, a blockchain infrastructure and real-world asset tokenization platform, have signed a definitive Agreement and Plan of Merger. The transaction is designed to create a Nasdaq-listed, institutional-grade real-world asset tokenization company focused on regulated digital asset infrastructure.
The combined entity is expected to operate as a leading infrastructure provider in the digital asset and tokenization sector, with a focus on token listings, enterprise-grade compliance frameworks, regulated digital asset infrastructure, and institutional RWA tokenization across multiple jurisdictions. The companies said the merger aligns complementary strengths in governance, compliance, and blockchain infrastructure as institutional demand for regulated digital asset platforms accelerates.
Open World has previously announced initiatives, including establishing a national-scale RWA Center of Excellence in Saudi Arabia and an infrastructure collaboration with Abstract to support regulated, infrastructure-grade digital assets. The companies said tokenization activity continues to gain momentum in the United States and Saudi Arabia, with additional asset classes expected to be brought onto the Open World platform as regulatory clarity improves and institutional participation expands.
Upon closing, the combined company is expected to be listed on the Nasdaq Capital Market under a new ticker symbol, subject to customary closing conditions, including approval from VerifyMe shareholders and the listing of the combined company’s common stock. The boards of both companies have unanimously approved the agreement. Regulatory filings with the U.S. Securities and Exchange Commission and Nasdaq, as well as shareholder approvals, are anticipated by the second quarter of 2026, subject to customary review processes.
The agreement includes customary representations, warranties, and covenants, including commercially reasonable efforts to complete the transaction, indemnification of directors and officers, and restrictions on business conduct between signing and closing. VerifyMe’s board has also approved the termination of its at-the-market equity program to align its capital structure with the proposed transaction and long-term strategic priorities.
Open World has played a role in launching and advising blockchain and token-based ventures, facilitating the inception and growth of more than 20 companies since 2023 and supporting projects that have collectively reached over $65 billion in aggregate network value at peak fully diluted valuation. The firm provides advisory services across token launch strategy, decentralized autonomous trust structures, traditional finance strategies, RWA tokenization, stablecoin issuance, policy advocacy, and governance structuring.
VerifyMe provides specialized logistics services for time- and temperature-sensitive products, along with brand protection and enhancement solutions.
The deal remains subject to regulatory approvals, shareholder approval, and other customary closing conditions. Additional details regarding structure and timing are expected in future filings.
Support: Advisors to the transaction include Maxim Group as the exclusive financial advisor to Open World. Latham & Watkins LLP is serving as counsel to Open World, and Harter Secrest & Emery LLP is serving as counsel to VerifyMe.
KEY QUOTES:
“We are pleased to announce the next step in our plan to merge with Open World to align our complementary strengths. We believe the combined platform will deliver durable infrastructure and governance that supports digital asset innovation and long-term shareholder value.”
Adam Stedham, CEO of VerifyMe
“This agreement represents a meaningful inflection point for both organizations. As institutional demand for regulated digital asset infrastructure continues to accelerate, bringing together complementary capabilities enables us to operate at the scale and governance standards required for real-world asset tokenization to transition from early adoption into mainstream financial markets.”
Matt Shaw, Co-Founder and CEO of Open World
