VerifyMe and Open World announced they have signed a letter of intent to pursue a strategic merger that would combine VerifyMe’s precision logistics and brand protection capabilities with Open World’s real-world asset tokenization and enterprise blockchain infrastructure. The companies said the combined business is expected to remain listed on Nasdaq and trade under a new ticker symbol after closing.
The proposed combination is aimed at building what the companies described as institutional-grade, compliance-ready on-chain solutions, with a focus on enabling verified identity, secure data, and trusted provenance for tokenized assets. VerifyMe, which is publicly traded under Nasdaq ticker VRME, said it provides logistics services for regulated and time-critical products as well as authentication solutions used to deter counterfeiting and diversion. Open World described itself as a strategic partner behind major Web3 launches and said it has been developing infrastructure for RWA tokenization and enterprise-grade blockchain applications.
The companies said the platform would be designed for an “agentic AI” environment in which autonomous systems rely on verified identity and trusted on-chain records. They also said Open World’s expertise in token launches, compliance frameworks, and market infrastructure would be combined with VerifyMe’s capabilities to support compliant, enterprise-grade tokenization for traditionally offline asset classes.
Under the LOI, the parties agreed to a 60-day exclusivity period during which they intend to complete due diligence and negotiate a definitive merger agreement. The companies said any merger agreement would be expected to include customary closing conditions, including approvals from both companies’ boards and securityholders, regulatory approvals, and compliance with Nasdaq listing requirements.
If completed on the terms described, the merger is expected to result in Open World shareholders owning approximately 90% of the combined company and VerifyMe stockholders owning approximately 10%. Open World would have the right at closing to appoint and replace certain board members of the combined company. VerifyMe is also expected to have the opportunity to pay a one-time special cash dividend to its stockholders before closing, equal to the cash on its balance sheet in excess of $1 million.
The companies said the announcement follows Open World’s recent partnership with Abstract to launch a national-scale, compliant tokenization engine for infrastructure-grade RWAs, which they said supports the institutional and technical foundations needed for secure digital markets.
The parties emphasized that there can be no assurance a definitive merger agreement will be executed or that the proposed transaction will be consummated.
KEY QUOTES
“Today marks a major milestone for Open World. We’ve been the token launch, innovation and go-to-market partner for Tier-1 Web3 protocols representing over $65 billion in on-chain value, and we’re now extending that playbook into enterprise applications with real-world impact. By combining logistics expertise with on-chain security and AI-driven frameworks, and backed by strong technical foundations and proven execution in high-stakes environments, we’re positioned to become a global leader in secure, enterprise-grade real-world asset tokenization.”
Matt Shaw, Co-Founder and CEO, Open World
“We are excited to join Open World’s growing ecosystem. Digital asset adoption is entering a new phase where verifiable identity, provenance and trusted data are essential. This merger strengthens Open World’s ability to deliver enterprise-ready tokenization and the compliance-grade infrastructure needed for a tokenized future.”
Adam Stedham, CEO and President, VerifyMe
