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Blockchain advisory firm Open World acquires Nasdaq shell through VerifyMe merger

Blockchain advisory firm Open World acquires Nasdaq shell through VerifyMe merger

Money Moves
By Newzino Staff |

A token-launch advisory firm seeks U.S. public market access through a reverse merger with a struggling authentication company

February 12th, 2026: Definitive Merger Agreement Signed

Overview

Open World, a Cayman Islands-based blockchain advisory firm that helped launch over $65 billion in token network value since 2023, is acquiring Nasdaq-listed VerifyMe through a reverse merger that will give Open World shareholders 90% ownership of the combined company. The deal, announced January 5 and formalized February 12, 2026, transforms a struggling authentication and logistics company into a publicly traded real-world asset tokenization platform.

The merger follows a well-worn playbook: private blockchain companies acquiring small public shells to access U.S. capital markets without a traditional initial public offering (IPO). VerifyMe, which abandoned its core authentication business in late 2024 and recently fought to maintain its Nasdaq listing, provides the public market access. Open World brings the growth story—a claim of $65 billion in aggregate network value launched, a newly announced Saudi Arabia tokenization center, and relationships with venture firms including Andreessen Horowitz (a16z) and Multicoin Capital.

Key Indicators

90%
Open World shareholder ownership
Open World shareholders will own approximately 90% of the combined company, with VerifyMe stockholders retaining 10%
$65B
Claimed network value launched
Open World claims to have helped launch over $65 billion in aggregate network value at peak fully diluted valuation since 2023
20+
Companies advised
Open World has facilitated the inception and growth of more than 20 blockchain companies since founding
$5M
VerifyMe quarterly revenue
VerifyMe reported $5 million in revenue for Q3 2025, down from $5.4 million the prior year

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Dorothy Parker

Dorothy Parker

(1893-1967) · Jazz Age · wit

Fictional AI pastiche — not real quote.

"A reverse merger—how charmingly apt that the blockchain world should finally find a way to make money disappear in both directions at once. One does admire the elegance of transforming a failed authentication company into a platform that asks us to trust ledgers that need no authentication; it's rather like hiring an ex-locksmith to sell you houses with no doors."

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People Involved

Matt Shaw
Matt Shaw
Chief Executive Officer and Co-founder, Open World (Will become CEO and Chairman of combined company)
Adam Stedham
Adam Stedham
Chief Executive Officer, VerifyMe (Current CEO; role in combined company unclear)

Organizations Involved

Open World Ltd.
Open World Ltd.
Blockchain Advisory Firm
Status: Acquiring VerifyMe to gain Nasdaq listing

A Cayman Islands-based blockchain infrastructure and advisory firm specializing in token launches, real-world asset tokenization, and regulatory strategy.

VerifyMe, Inc.
VerifyMe, Inc.
Public Company (Nasdaq: VRME)
Status: Target of reverse merger; providing Nasdaq listing

A Nasdaq-listed company that pivoted from authentication technology to precision logistics, now serving as a public shell for Open World's reverse merger.

U.S. Securities and Exchange Commission
U.S. Securities and Exchange Commission
U.S. Federal Regulatory Agency
Status: Must approve merger filings

The federal agency responsible for reviewing the merger's regulatory filings; under Chairman Atkins, the SEC has adopted a more blockchain-friendly posture.

Timeline

  1. Definitive Merger Agreement Signed

    Corporate

    VerifyMe and Open World execute a definitive merger agreement. Both boards unanimously approve. SEC and shareholder approvals expected by Q2 2026.

  2. VerifyMe Regains Nasdaq Compliance

    Regulatory

    VerifyMe's stock closes above $1.00 for ten consecutive days, satisfying Nasdaq listing requirements after risking delisting.

  3. Saudi Arabia Tokenization Center Announced

    Corporate

    Open World announces Saudi Arabia's first real-world asset tokenization center of excellence in Al Khobar, expected to launch mid-2026.

  4. Merger Intent Announced

    Corporate

    VerifyMe and Open World announce a letter of intent for a strategic merger, with Open World shareholders to own 90% of the combined company.

  5. GENIUS Act Signed Into Law

    Regulatory

    President Trump signs the Guiding and Establishing National Innovation for U.S. Stablecoins Act, creating regulatory clarity for digital assets.

  6. VerifyMe Exits Authentication Business

    Corporate

    VerifyMe announces it will discontinue its authentication segment, including Amazon Transparency initiatives, to focus on precision logistics.

  7. VerifyMe Divests Trust Codes Global

    Corporate

    VerifyMe sells its Trust Codes Global business, further reducing its authentication operations.

  8. Open World Founded

    Corporate

    Matt Shaw co-founds Open World in the Cayman Islands as a blockchain advisory firm focused on token launches and infrastructure.

Scenarios

1

Merger Closes, Combined Entity Trades Under New Ticker

Discussed by: Company press releases; analyst coverage at StockTitan and TipRanks

The SEC approves filings, VerifyMe shareholders vote yes, and the combined company begins trading on Nasdaq under a new ticker by mid-2026. Open World gains U.S. public market access and can raise capital for expansion. Success depends on executing the Saudi Arabia center launch and attracting institutional clients for real-world asset tokenization.

2

Regulatory Delays Push Closing Past Q2

Discussed by: Securities lawyers and SPAC analysts covering reverse merger trends

SEC review of the merger takes longer than anticipated, or Nasdaq raises concerns about the combined company's business model. Regulatory scrutiny of blockchain-related public listings has decreased under the current SEC leadership, but novel structures still face potential delays. Closing could slip to late 2026.

3

VerifyMe Shareholders Reject Deal

Discussed by: Proxy advisory services; merger arbitrage analysts

VerifyMe shareholders, who will own only 10% of the combined company, vote against the merger. The 90/10 split heavily favors Open World, and existing VerifyMe investors may conclude the deal undervalues their stake. A shareholder revolt would require renegotiation or deal termination.

4

Post-Merger Stock Declines Sharply

Discussed by: Historical analysis of blockchain reverse mergers; Galaxy Digital case studies

The merger closes, but the combined company's stock drops significantly as happened with Galaxy Digital's 2018 debut. If crypto market conditions deteriorate or Open World's claimed $65 billion network value faces scrutiny, investors may exit quickly. The company would need to demonstrate tangible revenue from tokenization services to rebuild confidence.

Historical Context

Galaxy Digital Reverse Merger (2018)

July-August 2018

What Happened

Former Goldman Sachs partner Mike Novogratz acquired Canadian crypto startup Coin Capital and merged it with Bradmer Pharmaceuticals, a shell company on the Toronto Stock Exchange. Galaxy Digital began trading in August 2018, offering institutional investors exposure to cryptocurrency through a publicly listed vehicle.

Outcome

Short Term

Galaxy shares fell 20% on opening day as Bitcoin had lost two-thirds of its value during the regulatory review period. The company reported a $134 million loss in its first quarter.

Long Term

Galaxy survived the crypto winter and shares eventually rose from $2 to $35 by April 2021 during the crypto bull market. The company eventually pursued a Nasdaq listing, demonstrating that reverse mergers can serve as stepping stones to larger exchanges.

Why It's Relevant Today

The Open World-VerifyMe deal follows the same playbook: a blockchain company acquiring a public shell to access capital markets without a traditional IPO. Galaxy's experience shows both the risks (volatile debut, initial losses) and potential rewards (eventual value creation in favorable market conditions).

Coinbase Direct Listing (2021)

April 2021

What Happened

Coinbase, the largest U.S. cryptocurrency exchange, went public through a direct listing on Nasdaq rather than a traditional IPO or reverse merger. The company opened at $381 per share, giving it a market cap near $100 billion—making it the largest crypto company to access U.S. public markets.

Outcome

Short Term

Coinbase's debut validated cryptocurrency as an asset class worthy of mainstream institutional investment. The company reported $1.8 billion in first-quarter revenue.

Long Term

Coinbase stock declined significantly during the 2022 crypto downturn but established a precedent for large crypto companies accessing public markets through traditional listing routes rather than reverse mergers.

Why It's Relevant Today

Coinbase represents the direct route to public markets available to established, well-funded crypto companies. Open World's choice of a reverse merger suggests it either cannot meet traditional listing requirements or prefers the faster timeline—a trade-off between credibility and speed.

Tron-SRM Entertainment Reverse Merger (2025)

June 2025

What Happened

Tron, the blockchain platform founded by Justin Sun, announced plans to go public on Nasdaq through a reverse merger with SRM Entertainment, a Florida-based company known for making Smurfs merchandise. The $210 million deal followed a pause in SEC investigation into Sun.

Outcome

Short Term

The announcement highlighted the surge in crypto companies using unconventional paths to public markets under the more crypto-friendly SEC leadership.

Long Term

The transaction remains pending, but illustrates the 2025-2026 wave of blockchain reverse mergers enabled by regulatory shifts.

Why It's Relevant Today

The Tron deal exemplifies the current environment: blockchain companies with controversial backgrounds can pursue public listings through shell companies. Open World's merger with VerifyMe follows this same wave but involves a less controversial target company.

10 Sources:
+4
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