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Open World and VerifyMe Sign Definitive Merger Agreement

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Editor’s note: Today’s coverage highlights a pivotal move in regulated digital asset infrastructure. Open World Ltd. and VerifyMe, Inc. have signed a definitive merger agreement that aims to combine institutional-grade real-world asset tokenization with scalable digital asset infrastructure. The merger is positioned to shape governance standards, expand token listings, and support cross-border regulatory alignment as the asset tokenization market matures. While the companies pursue regulatory approvals and a Nasdaq listing, this milestone signals growing strategic collaboration between traditional finance, blockchain technology, and the evolving ecosystem of real-world assets.

Key points

  • A definitive merger agreement positions the combined entity as a Nasdaq-listed real-world asset tokenization infrastructure provider.
  • The merged company will focus on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks and institutional RWA tokenization across multiple jurisdictions.
  • Leadership statements emphasize alignment of complementary strengths and long-term shareholder value.
  • Regulatory filings and shareholder approvals are anticipated by the second quarter of 2026.

Why this matters

With institutional demand for regulated digital asset infrastructure accelerating, the merger aims to deliver scalable governance and security for digital asset innovation. By uniting Open World’s RWA capabilities with VerifyMe’s authentication and logistics, the combined company could attract institutional clients and support broader adoption of tokenized assets across multiple jurisdictions.

What to watch next

  • Regulatory filings with the SEC and Nasdaq, and shareholder approvals, are anticipated by Q2 2026.
  • Closing of the transaction and any related governance changes.
  • Potential Nasdaq listing on a new ticker symbol after closing.
  • Future disclosures regarding transaction structure and timing in filings.

Disclosure: The content below is a press release provided by the company/PR representative. It is published for informational purposes.

Open World and VerifyMe Sign Definitive Merger Agreement

Feb 12, 2026 5:15 PM Gulf Standard Time

Agreement sets the foundation for a Nasdaq-listed institutional-grade real-world asset tokenization company. LAKE MARY, Fla.–VerifyMe, Inc. (NASDAQ: VRME) (VerifyMe), a provider of authentication and precision logistics technologies, and Open World Ltd. (Open World), a blockchain infrastructure and real-world asset (RWA) tokenization platform, today announced the execution of an Agreement and Plan of Merger (Agreement). The merger positions the combined entity as a leading infrastructure provider in the digital asset and tokenization sector.

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.

The combined entity is expected to focus on token listings, regulated digital asset infrastructure, enterprise-grade compliance frameworks and institutional RWA tokenization across multiple jurisdictions.

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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.

The announcement builds on Open World’s previously disclosed initiatives, including the establishment of its national-scale RWA Center of Excellence in Saudi Arabia, as well as the company’s infrastructure collaboration with Abstract to support regulated, infrastructure-grade assets.

RWA tokenization activity continues to gain momentum in the United States and Saudi Arabia, with significant asset classes expected to be brought onto the Open World platform as regulatory clarity advances and institutional participation expands.

Upon closing, the merger is expected to result in the combined company being listed on The Nasdaq Capital Market (Nasdaq) under a new ticker symbol, subject to satisfying certain customary closing conditions, including the receipt of approvals from VerifyMe’s shareholders and the listing of the combined company’s common stock on Nasdaq. The boards of both companies have unanimously approved the signing of the Agreement. Regulatory filings with the U.S. Securities and Exchange Commission (SEC) and Nasdaq, as well as shareholder approvals, are anticipated by the second quarter of 2026, subject to customary conditions and review processes. Additional details regarding transaction structure and timing are expected to be disclosed in future filings.

The Agreement contains customary representations, warranties and covenants made by VerifyMe and Open World, including covenants that both parties exercise commercially reasonable efforts to cause the transactions contemplated by the Agreement to be completed, indemnification of directors and officers, and restrictions on VerifyMe’s and Open World’s conduct of their respective businesses between the date of signing of the Agreement and the closing.

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VerifyMe’s board of directors has approved the termination of its at-the-market equity program, aligning capital structure considerations with the proposed transaction and long-term strategic priorities.

Advisors: Maxim Group LLC, exclusive financial advisor to Open World. Latham & Watkins LLP is counsel to Open World. Harter Secrest & Emery LLP is counsel to VerifyMe.

About Open World

Open World has been a major driving force behind many of the most iconic projects in blockchain. Given its expertise, Open World is now expanding its offerings to traditional finance (TradFi). Open World has facilitated the inception and growth of more than 20 companies since 2023 and has helped launch over $65 billion in aggregate network value since (at peak FDV). Open World advises founding teams as they navigate the most complex intersections of financial regulatory, tokenomics, public markets, exchange strategy and governance structuring. The teams Open World advises are partners with leading venture capital firms, including a16z, Multicoin Capital, Dragonfly and Founders Fund. The firm’s range of services includes token launch advisory, DATs and TradFi strategies, RWA tokenization, stablecoin issuance, policy advocacy and strategic advisory work. To learn more, visit https://www.openworld.dev

About VerifyMe, Inc.

VerifyMe provides specialized logistics for time and temperature-sensitive products, as well as brand protection and enhancement solutions. To learn more, visit https://www.verifyme.com

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Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words believe, expected, upon, will, anticipate, intend, plan and similar expressions, as they relate to Open World and VerifyMe, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include the uncertainty of whether the merger will close and, upon closing, whether the expected benefits of the merger will be realized. These risk factors and uncertainties include those more fully described in VerifyMe’s Annual Report and Quarterly Reports filed with the SEC, including under the heading titled Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made herein speaks only as of the date of this release. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Important Additional Information and Where to Find It

In connection with the proposed transaction, VerifyMe will file with the SEC a registration statement on Form S-4 (the Registration Statement) to register the shares of VerifyMe common stock, par value $0.001 per share, to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement/prospectus, which, once declared effective by the SEC, will be sent to VerifyMe’s stockholders seeking their approval of the respective transaction-related proposals. Investors and stockholders are urged to read the Registration Statement and the related proxy statement/prospectus, as well as any amendments or supplements to those documents and any other relevant documents to be filed with the SEC in connection with the proposed transaction carefully and in their entirety when they become available because they will contain important information about VerifyMe, Open World, the merger and related matters.

Investors and stockholders will be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus contained therein, and other documents filed by VerifyMe with the SEC when they become available through the SEC’s website at www.sec.gov.

Participants in the Solicitation: VerifyMe and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from VerifyMe’s stockholders with respect to the proposed transaction under the rules of the SEC. Information about VerifyMe’s directors and executive officers and their ownership of VerifyMe’s securities is set forth in VerifyMe’s Revised Definitive Proxy Statement on Schedule 14A for its 2025 annual meeting of stockholders, filed with the SEC on September 8, 2025 (the 2025 Proxy). To the extent that holdings of VerifyMe securities have changed since the amounts printed in the 2025 Proxy, such changes have been or will be reflected on Statements of Change in Ownership on Form 3 or Form 4 filed with the SEC. Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other materials to be filed with the SEC in connection with the proposed transaction when they become available.

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No Offer or Solicitation: This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Contacts

Media Contact
Company: Open World Ltd.
Email: openworld@wachsman.com
Company: VerifyMe, Inc.
Email: IR@verifyme.com

Risk & affiliate notice: Crypto assets are volatile and capital is at risk. This article may contain affiliate links. Read full disclosure

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Crypto World

Bitcoin Shorts Hit Extreme, Last Time BTC Exploded 83%

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Bitcoin Shorts Note a Jump

Bitcoin price is attempting another breakout toward $70,000 after weeks of choppy consolidation. BTC trades at $69,815 at publication, sitting just below the $70,610 resistance level. The largest cryptocurrency is trying to recover recent losses, yet mixed on-chain and derivatives signals present an uncertain short-term outlook.

Market participants are closely watching this psychological threshold. A sustained move above $70,000 could shift sentiment decisively. However, persistent bearish positioning suggests that volatility may intensify before a clear trend emerges.

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Bitcoin Shorts Resemble The Past

Aggregated funding rate data across major crypto exchanges shows an extreme surge in short positioning. Current negative funding levels are the deepest since August 2024. That period ultimately marked a significant Bitcoin bottom.

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In August 2024, traders crowded into downside bets as funding rates plunged. Instead of continuing lower, Bitcoin reversed sharply. The reversal triggered widespread short liquidations and fueled an approximately 83% rally over the following four months.

Want more token insights like this? Sign up for Editor Harsh Notariya’s Daily Crypto Newsletter here.

Bitcoin Shorts Note a Jump
Bitcoin Shorts Note a Jump. Source: Santiment

Deeply negative funding rates signal heavy bearish positioning and widespread fear, uncertainty, and doubt (FUD). While this setup does not guarantee immediate upside, it creates a fragile structure. If price rises, forced short-covering could amplify volatility and accelerate upward momentum.

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Bitcoin Towards Capitulation

The Net Unrealized Profit and Loss, or NUPL, indicator has returned to the Hope/Fear zone near 0.18. This reading shows that profit cushions among holders are thin. When NUPL enters this regime, market behavior tends to become reactive.

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Historically, declines into this zone often preceded extended weakness. Panic selling typically intensifies before a durable bottom forms. Unless capitulation resets sentiment, Bitcoin may remain vulnerable to deeper pullbacks before stabilizing.

Bitcoin NUPL
Bitcoin NUPL. Source: Glassnode

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What Does The Short-Term Outlook Look Like?

Short-term technical cues suggest improving momentum. The Chaikin Money Flow, which measures capital inflows and outflows, is approaching the zero line. A confirmed move into positive territory would signal renewed demand for Bitcoin.

Simultaneously, the Moving Average Convergence Divergence indicator is nearing a bullish crossover. A confirmed crossover would indicate a shift from bearish to bullish momentum. However, early signals require validation through sustained price strength.

Bitcoin Netflows And Market Momentum
Bitcoin Netflows And Market Momentum. Source: TradingView

Even with improving indicators, broader sentiment remains cautious. Shorts are unlikely to close voluntarily under weak conditions. This dynamic increases the probability that a price-driven liquidation event becomes the catalyst for recovery.

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BTC Price Needs a Strong Push

Bitcoin trades at $69,815 and remains capped below $70,610 resistance. The $70,000 level represents a critical psychological barrier. A decisive close above this threshold could trigger renewed bullish momentum and attract fresh capital inflows.

However, bearish pressure persists in derivatives markets. Continued dominance of short contracts could keep BTC below $70,000. A breakdown below $65,156 support may trigger long liquidations and intensify downside volatility.

Bitcoin Price Analysis.
Bitcoin Price Analysis. Source: TradingView

If Bitcoin secures strong investor support and overcomes selling pressure above $70,000, upside targets emerge. A rally toward $73,499 could develop quickly.

Sustained strength may extend gains toward $76,685, invalidating the bearish thesis and confirming a broader recovery attempt.

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All Social Benefits Can Be Distributed Onchain, Says Compliance Exec

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Crypto Breaking News

Blockchain technology is increasingly being viewed as a practical backbone for distributing social benefits, though regulatory guardrails remain a central challenge for governments testing on-chain tools. In the Marshall Islands, guidance from Guidepost Solutions on regulatory compliance and sanctions framework accompanies the rollout of a tokenized debt instrument known as USDM1, issued by the state and backed 1:1 by short-term U.S. Treasuries. Separately, the country launched a Universal Basic Income (UBI) program in November 2025, delivering quarterly payments directly to citizens via a mobile wallet. As proponents point out, digital delivery can accelerate provisioning and provide auditable trails for expenditures, but the path to widescale adoption is entangled with anti-money laundering (AML) and know-your-customer (KYC) requirements that regulators say are non-negotiable.

Key takeaways

  • Tokenized government debt is expanding, with asset-backed bonds that settle rapidly and offer fractional ownership gaining traction in pilots and policy discussions.
  • The Marshall Islands’ UBI program, distributed through a digital wallet since November 2025, exemplifies how on-chain tools can reach citizens directly, pending robust AML/KYC controls.
  • Regulators view AML and sanctions compliance as the largest risk in issuing on-chain bonds to the public, underscoring the need for rigorous oversight in tokenized finance.
  • Data show a sharp rise in tokenized U.S. Treasuries, illustrating growing demand for programmable settlement and auditable fund flows in public debt markets.
  • Analysts forecast meaningful growth for the tokenized bond market, with projections pointing to hundreds of billions of dollars by decade’s end, contingent on regulatory clarity.

Market context: The push toward tokenized government debt and on-chain social benefits sits amid a broader push to modernize public finance and expand financial inclusion. Jurisdictions are piloting tokenized instruments to cut settlement times and reduce transaction costs, while also grappling with the necessary compliance architecture. The United Kingdom has taken a parallel step, with HSBC appointed for a tokenized gilt pilot, signaling cross-border interest in the model. Data from Token Terminal indicate the tokenized U.S. Treasury market has grown more than 50-fold since 2024, highlighting the rapid shift toward on-chain finance in a $X trillion debt ecosystem. Analysts, including Lamine Brahimi, co-founder of Taurus SA, project the tokenized bond market could surge to around $300 billion by 2030, a forecast that reflects both demand for digital liquidity tools and the continuing need for robust governance.

Why it matters

The Marshall Islands’ approach illustrates how tokenization can reshape public finance and social programs alike. By backing a debt instrument 1:1 with short-term U.S. Treasuries and tying it to a regulatory framework shaped by a risk-focused compliance firm, the government aims to attract legitimate investment while maintaining guardrails against misuse. The on-chain UBI experiment is a practical testbed for direct-to-citizen distributions, where quarterly payments flow through a digital wallet rather than traditional channels. The potential benefits—faster disbursement, traceable expenditure lines, and a more inclusive financial system—could extend beyond the Marshall Islands, offering a blueprint for other nations seeking to streamline welfare programs and debt issuance through programmable money.

However, the regulatory reality remains central. AML requirements and sanctions screening are highlighted by experts as the most significant obstacles to broad adoption. Governments issuing tokenized bonds must collect know-your-customer information to ensure funds reach the intended beneficiaries, while also ensuring that sanctions regimes are not breached through on-chain channels. The tension between innovation and compliance is not unique to the Marshall Islands; it is echoed in wider discussions about tokenization of public assets and the need for robust, interoperable standards that can scale across borders without compromising security or oversight.

From an investor and builder perspective, the narrative is equally nuanced. Tokenization promises near-instant settlement and fractional ownership, expanding access to assets that were previously illiquid or inaccessible to ordinary individuals. The growth in the tokenized debt market, as tracked by data platforms like Token Terminal, is often cited as evidence that digital-native debt instruments can coexist with traditional markets while offering new forms of liquidity and programmability. Yet the same data underline that progress hinges on a stable policy environment—one that defines privacy, censorship-resistance, anti-fraud controls, and cross-border enforcement mechanisms. The broader ecosystem’s trajectory will be shaped by how quickly regulators can translate principles into scalable, enforceable rules without stifling innovation.

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In parallel, pilots such as the UK gilt initiative and other tokenization efforts illustrate that government-sponsored projects are moving from theory toward real-world applications. The combination of digital governance with financial instrumentation could unlock new funding channels and enable more responsive social programs, provided that the operational and legal frameworks keep pace with technological capability. This synthesis—technological potential matched with disciplined compliance—will determine whether tokenized debt and on-chain welfare tools become enduring components of public finance or remain transient experiments.

What to watch next

  • Progress and results from the Marshall Islands’ UBI wallet rollout and any regulatory updates on AML/KYC standards for on-chain benefits.
  • Monitoring the UK’s tokenized gilt pilot and any published findings on feasibility, costs, and investor interest.
  • Updates to tokenized debt instrument frameworks and sanctions regimes as more governments explore issuance and distribution through blockchain rails.
  • New data releases from Token Terminal and other analytics firms tracking growth in tokenized government debt and on-chain settlements.
  • Prominent forecasts, such as Taurus SA’s projection of a $300 billion tokenized bond market by 2030, and any revisions based on policy or market developments.

Sources & verification

  • Guidance from Guidepost Solutions to the Marshall Islands government on regulatory compliance and sanctions for USDM1 tokenized debt instruments (tokenized debt instrument reference).
  • Marshall Islands’ Universal Basic Income program launch in November 2025 via a digital wallet (UBI program reference).
  • Analysis and data on the tokenized U.S. Treasuries market growth since 2024 from Token Terminal (growth reference).
  • Forecast by Lamine Brahimi, co-founder of Taurus SA, that tokenized bonds could reach $300 billion by 2030 (market forecast reference).
  • On-chain debt instrument and tokenized government debt discussions and related policy pilots, including RWA.XYZ and UK gilt pilot context (verification references).

Tokenized debt, digital governance, and the path to inclusive finance

The effort to tokenize government debt and deliver social benefits on-chain sits at the intersection of efficiency, transparency, and risk management. The Marshall Islands’ USDM1 project showcases how a regulatory framework can be crafted to support tokenized debt while maintaining strong sanctions and AML controls. The accompanying UBI initiative demonstrates a pragmatic use case for digital wallets as a means of distributing welfare benefits with auditable spending trails, potentially reducing delays and leakage that can accompany traditional channels. In parallel, the broader market signals—rapid growth in tokenized U.S. Treasuries, governance pilots in the UK, and ambitious market projections—underscore growing institutional and public interest in tokenization as a means to reimagine public finance and social programs. Yet the narrative remains contingent on a reliable compliance scaffold: one that balances innovation with rigorous risk management to safeguard funds and protect citizens. As policymakers, technologists, and financial actors navigate this evolving terrain, the defining question will be whether these on-chain instruments can deliver measurable benefits at scale without compromising the integrity of the financial system.

Risk & affiliate notice: Crypto assets are volatile and capital is at risk. This article may contain affiliate links. Read full disclosure

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Onchain Public Benefits are the Future but Challenges Remain, CEO Says

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Government, Bonds, RWA, RWA Tokenization

Blockchain technology is an effective medium for administering social benefit programs, but key compliance challenges remain, according to Julie Myers Wood, CEO of compliance and monitoring consulting firm Guidepost Solutions.

Guidepost Solutions advised the Republic of the Marshall Islands’ government on a regulatory compliance and sanctions framework for its USDM1 bond, a tokenized debt instrument issued by the government, backed 1:1 by short-term US Treasuries.

The Marshall Islands government launched a Universal Basic Income (UBI) program in November 2025 that distributes quarterly benefits to citizens directly through a mobile wallet. Wood told Cointelegraph:

“Any benefit that is currently being distributed through analog means should be explored for a digital delivery option for several reasons. Digital delivery speeds up the process and can provide an auditable trail for provisioning and expenditures.”

Government, Bonds, RWA, RWA Tokenization
The market for non-US tokenized government debt instruments continues to grow. Source: RWA.XYZ

Several governments are exploring tokenized debt instruments and administering social benefit programs onchain to eliminate settlement delays and costly transaction fees inherent in traditional finance by disintermediating the issuing and clearing process.

Related: UK government appoints HSBC for tokenized bond pilot

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Regulatory compliance and sanctions challenges remain as the tokenized bond market grows

The cost reduction and near-instant settlement times for tokenized bonds and other onchain instruments democratize access to the financial system for individuals who lack access to traditional banking infrastructure.

However, anti-money laundering (AML) requirements and sanctions compliance are two of the biggest regulatory risks for governments issuing onchain bonds to the public, Wood told Cointelegraph.

Governments issuing tokenized bonds must also collect know-your-customer (KYC) information to ensure that funds are directed to the proper recipients, she added.

The tokenized US Treasury market grew by over 50x since 2024, according to data from crypto analysis platform Token Terminal.

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Government, Bonds, RWA, RWA Tokenization
The tokenized US Treasury market has grown by over 50x since 2024. Source: Token Terminal

The tokenized bond market could surge to $300 billion, according to a forecast from Lamine Brahimi, co-founder of Taurus SA,  an enterprise-focused digital asset services company.

Reduced settlement times, transaction costs and asset fractionalization, which allows individuals to purchase fractions of a financial asset, all expand investor access to the global financial system, Brahimi told Cointelegraph.

Magazine: Will Robinhood’s tokenized stocks REALLY take over the world? Pros and cons