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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 16, 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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement
and Plan of Merger
On October 16, 2026,
OpenWorld, Inc., a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Kim & Associates Advisory., Inc., Patrick Kim, Ryan Yue, and Sungmeen Hong (each a “Seller” and collectively the
“Sellers”), Blocksight Holdings Co., a Delaware corporation (“Legacy Blocksight), and OpenWorld Subco (US) Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub”). Upon the terms and subject to the satisfaction of the
conditions described in the Merger Agreement, Merger Sub will merge with and into Legacy Blocksight, Merger Sub will cease to exist,
and Legacy Blocksight will become a wholly owned subsidiary of the Company (the “Merger”). The surviving corporation and wholly
owned subsidiary of the Company after the Merger is referred to herein as “Blocksight”.
The closing of the Merger
will occur upon the date and time mutually agreed upon by the parties (the “Closing”) and is subject to various customary
closing conditions. At the Closing, the Sellers shall deliver the Company, among other things, (i) the Company’s offers of
employment and standard form of employee agreements and the Company’s standard confidentiality, ownership of inventions agreements
and non-solicitation agreements (the “Employment Offer Letters”) executed by each of Mr. Kim and Mr. Hong and each other employee
of Legacy Blocksight and its subsidiary Blocksight LLC; and (ii) a restricted share subscription agreement executed by each Seller, as
described below.
The Merger shall become
effective at such time as a Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such
later date or time as may be agreed by Legacy Blocksight and the Company in writing and specified in the Certificate of Merger in accordance
with the Delaware General Corporations Law (the “Effective Time”). At the Effective Time: (i) shares of common stock of Legacy
Blocksight (the “Shares”) owned by the Company, Merger Sub, or Legacy Blocksight, or any of their respective direct or indirect
wholly owned subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered
in exchange therefore; (ii) each Share issued and outstanding immediately prior to the Effective Time shall be converted into the right
to receive its pro rata share of the Stock Consideration, as defined below; (iii) each share of common stock of Merger Sub issued and
outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable
share of common stock of Blocksight; (iv) all Shares outstanding immediately prior to the Effective Time shall automatically be cancelled
and retired and shall cease to exist, and each holder of a certificate formerly representing any Shares shall cease to have any rights
as a stockholder of Legacy Blocksight; and (v) the Stock Consideration paid in accordance with the Merger Agreement shall be deemed to
have been paid or payable in full satisfaction of all rights pertaining to the Shares.
Pursuant to the Merger
Agreement, the aggregate purchase price for the Shares is 641,924 shares of the Company’s common stock (the “Stock Consideration”),
which is equal to 4% of the Company’s fully diluted capitalization effective immediately following the previously completed merger
between the Company (f/k/a VerifyMe, Inc.) and Open World Ltd.
At the Closing, the Company shall deliver to
the Sellers, among other things, (i) evidence of the issuance of the Stock Consideration; (ii) the Employment Offer Letters executed
by the Company or one of its subsidiaries; (iii) the restricted share subscription agreements executed by the Company; and (iv) a
Payoff and Satisfaction Acknowledgement executed by OpenWorld Ltd. confirming all amounts owed by Legacy Blocksight to OpenWorld
Ltd. pursuant to a Loan Deed dated January 16, 2026 and amended July 9, 2026, including all principal and accrued interest, are
deemed repaid, discharged and satisfied in full as of the Closing. Closing is subject to the conditions set forth in the Merger Agreement, except to the extent any such condition is waived by the parties
in accordance with the terms thereof.
Following the Closing,
the Company has agreed to satisfy and pay all fees, expenses and other payables incurred prior to Closing by Legacy Blocksight (and by
the Sellers relating to Legacy Blocksight), including, without limitation, all transaction costs and expenses relating to the negotiation
of the Merger Agreement and consummation of the transactions contemplated therein as well as all filing/assignment fees for IP recordals
(the “Legacy Blocksight Expenses”). If the Legacy Blocksight Expenses exceed $125,000, then the Company will deduct any excess
Legacy Blocksight Expenses from the bonus payments payable to Sellers pursuant to any Employment Offer Letters, as discussed below.
The
Merger Agreement contains customary representations, warranties and covenants of the Company and Legacy Blocksight. The Company
has also irrevocably, absolutely, and unconditionally guaranteed the prompt and full payment and performance by the Company and Blocksight
of all of their respective covenants, agreements, indemnities, liabilities, and obligations under or arising out of the Merger Agreement,
the Employment Offer Letters, the restricted share subscription agreements, and each other
Transaction Document, as defined in the Merger Agreement, including all salary, signing bonus, non-contingent cash installment, retention
bonus, severance, milestone bonus, restricted share, registration, legend-removal, and other payment, issuance, and performance obligations
when due.
The
foregoing description of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference
to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Restricted
Share Subscription Agreements
Pursuant to the Merger
Agreement, the Company has agreed to enter into a restricted share subscription agreement with each Seller (collectively the “Restricted
Share Subscription Agreements”), pursuant to the Company will issue the Sellers 275,110 shares of common stock, which shares will
form a part of the Stock Consideration (the "Restricted Stock Consideration") and will be subject to vesting restrictions (with
the remaining 366,814 shares of common stock forming the remainder of the Stock Consideration not being subject to any vesting restrictions),
with 6.6667% of the Restricted Stock Consideration to be issued to each Seller vesting monthly starting on the 22 month anniversary of
the Closing and continuing until the 36 month anniversary of the Closing, subject to the continued employment of such Seller (or, in the
case of Kim & Associates Advisory Inc., the continued employment of Mr. Kim) by Blocksight (or by the Company or its affiliates) as
of the applicable vesting date, unless such Seller is terminated by Blocksight or the Company without Cause (as defined in the applicable
Employment Offer Letter), provided, however, that the Restricted Stock Consideration to be issued to Mr. Yue will not be subject to any
repurchase option in favor of the Company.
The
foregoing description of the Restricted Share Subscription Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the full text of the form of Restricted Share Subscription Agreement, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Patrick
Kim Employment Letter
Pursuant
to the Merger Agreement, the Company has agreed to cause Blocksight to enter into an Employment Offer Letter with Patrick Kim (the “Kim
Employment Letter”), whereby Mr. Kim will serve as Blocksight’s Chief Executive Officer. Mr. Kim’s base salary will
be $20,833.33 per month, equivalent to approximately $250,000 annually. In addition to the base salary, Mr. Kim will be entitled to receive
the following cash payments under the Kim Employment Agreement: (i) a one-time signing bonus of $357,350, payable at a time agreed upon
by Mr. Kim and Blocksight, provided that Blocksight and the Company are required to use commercially reasonable efforts to make the payment
as soon as practicable after the effective date of the Kim Employment Letter (the “Kim Effective Date”) and, in any event,
no later than 60 days after the Kim Effective Date, subject to an absolute outside payment deadline of 90 days after the Kim Effective
Date; (ii) a bonus of $357,350 payable on the six-month anniversary of the Kim Effective Date (subject to any adjustments pursuant to
the Merger Agreement); and a bonus of $357,350 payable on the twelve-month anniversary of the Kim Effective Date (subject to any adjustment
pursuant to the Merger Agreement). These bonus payments will not be contingent upon Mr. Kim’s continued employment. The signing
bonus payment obligation is absolute and unconditional and will not be contingent upon the occurrence, timing or amount of proceeds from
any at-the-market equity offering, committed equity facility or other equity or debt financing of the Company.
Subject
to Mr. Kim’s continued employment with Blocksight through the applicable payment date, Mr. Kim will also be entitled to receive:
(i) a retention bonus of $536,025 payable on the twenty-four-month anniversary of the Kim Effective Date; and (ii) a retention bonus of
$536,025 payable on the thirty-six-month anniversary of the Kim Employment Effective Date.
Mr.
Kim’s employment will be at-will, and Mr. Kim will be eligible to participate in employee benefit plans made available by Blocksight,
the Company, or their respective affiliates to similarly situated full-time employees, subject to the terms of the applicable plans. He
will also be eligible for paid time off, vacation, and paid sick leave in accordance with applicable law.
Under
the Kim Employment Letter, the Company will agree to irrevocably, absolutely, and unconditionally guaranty to Mr. Kim the prompt, full,
and complete payment and performance by Blocksight of all compensation, signing bonuses, non-contingent cash installments, retention bonuses,
severance, acceleration, and other obligations arising under or relating to the Kim Employment Letter, as and when the same become due
and payable.
The
foregoing description of the Kim Employment Letter does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the form of Kim Employment Letter, which is attached as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated herein by reference.
Sungmeen
Hong Employment Letter
Pursuant
to the Merger Agreement, the Company has agreed to cause Blocksight to enter into an Employment Offer Letter with Mr. Hong (the “Hong
Employment Letter”), whereby Mr. Hong will serve as Blocksight’s Chief Product Officer. Mr. Hong’s base salary will
be $29,166.67 per month, equivalent to approximately $350,000 annually. In addition to the base salary, Mr. Kim will be entitled to receive
the following cash payments under the Hong Employment Agreement: (i) a one-time signing bonus of $142,650, payable at a time agreed upon
by Mr. Hong and Blocksight, provided that Blocksight and the Company are required to use commercially reasonable efforts to make the payment
as soon as practicable after the effective date of the Hong Employment Letter (the “Hong Effective Date”) and, in any event,
no later than 60 days after the Hong Effective Date, subject to an absolute outside payment deadline of 90 days after the Hong Effective
Date; (ii) a bonus of $142,650 payable on the six-month anniversary of the Hong Effective Date (subject to any adjustments pursuant to
the Merger Agreement); and a bonus of $142,650 payable on the twelve-month anniversary of the Hong Effective Date (subject to any adjustment
pursuant to the Merger Agreement). These bonus payments will not be contingent upon Mr. Hong’s continued employment. The signing
bonus payment obligation is absolute and unconditional and will not be contingent upon the occurrence, timing or amount of proceeds from
any at-the-market equity offering, committed equity facility or other equity or debt financing of the Company.
Subject
to Mr. Hong’s continued employment with Blocksight through the applicable payment date, Mr. Hong will also be entitled to receive:
(i) a retention bonus of $213,975 payable on the twenty-four-month anniversary of the Hong Effective Date; and (ii) a retention bonus
of $213,975 payable on the thirty-six-month anniversary of the Hong Employment Effective Date.
Mr.
Hong’s employment will be at-will, and Mr. Hong will be eligible to participate in employee benefit plans made available by Blocksight,
the Company, or their respective affiliates to similarly situated full-time employees, subject to the terms of the applicable plans. He
will also be eligible for paid time off, vacation, and paid sick leave in accordance with applicable law.
Under
the Hong Employment Letter, the Company will agree to irrevocably, absolutely, and unconditionally guaranty to Mr. Hong the prompt, full,
and complete payment and performance by Blocksight of all compensation, signing bonuses, non-contingent cash installments, retention bonuses,
severance, acceleration, and other obligations arising under or relating to the Hong Employment Letter, as and when the same become due
and payable.
The
foregoing description of the Hong Employment Letter does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the form of Hong Employment Letter, which is attached as Exhibit 10.3 to this Current Report on Form
8-K and is incorporated herein by reference.
Important Statement
Regarding the Merger Agreement
The Merger Agreement
and the agreements and forms of agreements contemplated thereunder have been included to provide investors and security holders with information
regarding their terms. They are not intended to provide any other factual information about the parties or their respective subsidiaries
and affiliates. The Merger Agreement contains representations and warranties by the
Company and Merger Sub, on the one hand, and by Legacy Blocksight on the other hand, made solely for the benefit of the other. The
Company’s stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations,
warranties, covenants and agreements, or any descriptions of those provisions, as characterizations of the actual state of facts or conditions
of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. The assertions embodied in those
representations and warranties are qualified by information in confidential disclosure schedules delivered by each party in connection
with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified
date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or may have
been used for the purpose of allocating risk between the Company and Merger Sub, on the one hand, and Legacy Blocksight and the Sellers,
on the other hand. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the
actual state of facts about the Company, Merger Sub, Legacy Blocksight or the Sellers at the time they were made or otherwise. In addition,
information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the Company’s public disclosures.
No Offer or Solicitation
This Current Report on
Form 8-K 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.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The
information included in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02 to the extent required.
The
Stock Consideration issuable pursuant to the Merger Agreement, when and if issued, will be
issued pursuant to an exemption from registration including Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933,
as amended (the “Securities Act”).
| Item 7.01. | Regulation FD Disclosure. |
Attached as Exhibit 99.1
is a copy of the joint press release issued by the Company and Legacy Blocksight on October 19, 2026, announcing the entry into the Merger
Agreement.
The information in this
Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and
shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), except as expressly set forth by specific reference in such a filing.
Cautionary Note regarding
Forward-Looking Statements
This Current Report on
Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.
These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”
“plan,” “could,” “may,” “will,” “shall,” “should,” “intend,”
and other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the closing and
effective time of the Merger, the timing and effectiveness of the Restricted Share Subscription Agreements, and the timing and effectiveness
of the employment agreements with Mr. Kim and Mr. Hong. Each forward-looking statement contained in this Current Report on Form 8-K (and
the associated exhibits attached hereto) is subject to risks and uncertainties that could cause actual results to differ materially from
those expressed or implied by such statement. Forward-looking statements are neither historical facts nor assurances of future performance.
Instead, they are based only on our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside
of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially
from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change,
or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail
to close; (2) the institution or outcome of any legal proceedings that may be instituted against the Company or Legacy Blocksight following
the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed
business combination or satisfy other conditions to closing in the Merger Agreement; (4) the risk that the proposed business combination
disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (5) the ability
to recognize the anticipated benefits of the proposed business combination; (6) costs related to the proposed business combination; (7)
changes in applicable laws or regulations; and (8) the risks and uncertainties identified under the headings “Item 1A. Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2025, and
“Item 1A. Risk Factors” in the Company’s subsequently filed Quarterly Reports on Form 10-Q, as well as other information
the Company has or may file with the SEC.
We caution investors
not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K (and the associated
exhibits attached hereto). You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and
other risks and uncertainties. The forward-looking statements speak only as of the date of this document, and we undertake no obligation
to update or revise any of these statements except as required by applicable law. Our business is subject to substantial risks and uncertainties,
including those referenced above. Investors, potential investors, and others should consider these risks and uncertainties. We do not
give any assurance that the Company will achieve its expectations by the transactions contemplated in the Merger Agreement or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger dated October 16, 2026, by and among OpenWorld, Inc. and Blocksight Holdings Co. |
| 10.1* |
|
Form of Restricted Share Subscription Agreement |
| 10.2* |
|
Form of Kim Employment Letter |
| 10.3* |
|
Form of Hong Employment Letter |
| 99.1 |
|
Press Release dated October 19, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules, exhibits and similar attachments
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule
or exhibit to the Securities and Exchange Commission or its staff upon request.
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 19, 2026 |
|
/s/ Jennifer Cola |
|
| |
|
Name: |
|
|
|
Jennifer Cola |
|
| |
|
Title: |
|
|
|
Chief Financial Officer |
|
Exhibit 99.1
OpenWorld (NASDAQ: OPNW): Announces Signing of Definitive Merger
Agreement to Acquire Blocksight to Serve as the Agentic Foundation for Its Up to $1 Billion Tokenized Solar and AI Computing Program with
Meridian and Up to $130 Million IP-Backed Transaction with BeyondAI
Blocksight's AI agents are expected to handle deal structuring,
asset verification, investor onboarding and daily reporting across more than $1.1 billion in recently announced tokenized financing programs
on the OpenWorld Enterprise platform
LAKE MARY, Fla., October 19, 2026--(BUSINESS WIRE)--OpenWorld, Inc.
(“OpenWorld” or the “Company”) (NASDAQ: OPNW), an innovation company advancing global real-world asset (“RWA”)
tokenization, today announced the signing of a definitive merger agreement to acquire Blocksight and outlined how its acquisition of Blocksight
Holdings Co. (“Blocksight”), announced on October 1, 2026, is intended to serve as the operating foundation for the Company’s
tokenized financing programs in infrastructure and energy. Blocksight builds AI agents that bring real-world assets on-chain, automating
deal structuring, asset data verification, investor onboarding, daily investor reporting and ongoing investment servicing, with human
approval required at key decision points. Upon completion of the acquisition, these agents are expected to be integrated into OpenWorld
Enterprise, the platform through which OpenWorld structures, administers and reports on tokenized RWA programs.
In the two weeks since the Blocksight announcement, OpenWorld has announced
two tokenized financing programs that OpenWorld Enterprise is expected to structure and service. On October 7, 2026, the Company entered
into a non-binding term sheet with BeyondAI for a proposed intellectual property-backed transaction of up to $130 million, under which
digital tokens would represent investors’ rights to payments backed by eligible BeyondAI intellectual property. On October 15, 2026,
the Company entered into a non-binding term sheet with Meridian to establish a tokenized financing program of up to $1 billion to fund
a distributed AI computing network powered by on-site solar energy and residential battery storage, with an expected initial deployment
planned for 10,000 homes. Together, the three announcements describe a single model: one platform, one agentic workflow, applied across
asset classes.
Key Highlights
| ● | One platform, one repeatable model: OpenWorld Enterprise is the structuring, administration and reporting layer for each program.
Blocksight’s agents are intended to become the orchestration layer inside that platform, so that each new program reuses the same
verification, onboarding and reporting infrastructure rather than rebuilding it. |
| ● | Agentic workflow with human approval: Blocksight’s agents are expected to cover five stages of a tokenized financing:
deal structuring, asset data verification, investor onboarding, daily investor reporting and ongoing servicing. People approve the decisions
that matter at each stage. |
| ● | Applied to intellectual property (BeyondAI): In an IP-backed structure, the agents are expected to verify eligible patents
and software rights, onboard investors and report daily on the payment streams that back the tokens, while BeyondAI retains control of
its technology. |
| ● | Applied to energy and computing infrastructure (Meridian): In a distributed network of residential battery storage, solar panels
and AI computing equipment across thousands of properties, the agents are expected to ingest equipment performance data via IOT devices,
reconcile hosting payments and AI inference revenue, and deliver investor reporting on the underlying assets. |
| ● | Team: The Blocksight co-founders Patrick Kim and Peter Hong are expected to join OpenWorld upon closing of the merger. |
“We want to build a model in which the Blocksight acquisition
provides the foundation for our tokenization work in infrastructure and energy,” said Matt Shaw, CEO of OpenWorld. “We expect
our proposed transaction with BeyondAI to demonstrate that industrial AI intellectual property can be structured as financeable collateral.
Our term sheet with Meridian extends that same model to physical assets: Tesla Powerwall residential battery storage, solar generation
and AI compute nodes across thousands of properties. Programs of that size cannot be verified, onboarded and reported on by hand. Blocksight’s
agents are how we intend to do it at scale, with people approving every decision that matters.”
From Transaction to Platform
Tokenizing a real-world asset is not a single event. Each program requires
the underlying assets to be structured into a financeable form, the data behind those assets to be verified, investors to be onboarded
and documented, performance to be reported on a continuing basis, and payments to be serviced over the life of the structure. Performed
manually, each of these steps limits how many programs a platform can run and how large each program can be.
Blocksight was built to automate that lifecycle. Its agents structure
deals, verify asset data, onboard investors, produce daily investor reporting and service investments on an ongoing basis, with humans
required for key decisions. After the closing of the merger, OpenWorld intends to make this workflow the standard operating layer of OpenWorld
Enterprise, so that the Company can take on larger programs, across more asset classes, with consistent verification and reporting for
investors.
Applying the Model: BeyondAI
Under the October 7, 2026 term sheet, OpenWorld would provide transaction
structuring, tokenization, technology integration, reporting infrastructure and operational services for a proposed IP-backed transaction
of up to $130 million. Each token would represent an investor’s rights to payments backed by eligible BeyondAI intellectual property,
such as patents and software rights. The proposed arrangement is a financing backed by IP rights, not a sale of BeyondAI’s technology,
and BeyondAI would retain control of its technology.
Within this structure, Blocksight’s agents are expected to support
the verification of eligible intellectual property, the onboarding of investors and the daily reporting on the payment streams that back
the tokens.
Applying the Model: Meridian
Under the October 15, 2026 term sheet, OpenWorld would serve as advisor,
structuring agent and services provider for a tokenized financing program of up to $1 billion, and OpenWorld Enterprise would finance
and operate the orchestration of a distributed AI computing network. Meridian holds purchase rights to Tesla Powerwall residential battery
storage systems for the program and would own the storage assets within the structure. Residential battery storage, solar panels and AI
computing equipment form the asset base. The initial deployment is planned for 10,000 homes, with larger installations at local schools,
hospitals and commercial campuses. Initial installations are scheduled to begin in the fourth quarter of 2026, with the first commercial
site targeted for the first quarter of 2027.
A program of this kind produces a continuous stream of operating data
from thousands of sites: equipment performance, energy generated and stored, computing capacity delivered to AI inference providers, and
payments owed to participating hosts. Blocksight’s agents are expected to ingest that data, reconcile it against the financing structure
and provide investors with reporting on the underlying assets through OpenWorld Enterprise.
Transaction Status
The term sheets with BeyondAI and Meridian are non-binding, except
for the provisions expressly stated to be binding, and each proposed transaction remains subject to the completion of confirmatory due
diligence, negotiation and execution of definitive documentation, satisfaction of applicable conditions and completion of the contemplated
transaction. In addition, the acquisition of Blocksight remains subject to the satisfaction or waiver of customary closing conditions.
There can be no assurance that any of these transactions will be consummated on the terms described or at all.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. These forward-looking
statements generally can be identified by the use of words such as “anticipate,” “believes,” “continue,”
“expect,” “plan,” “could,” “contemplate,” “may,” “will,” “should,”
“would,” “intend,” “potential,” “designed,” and other words of similar meaning. Examples
of forward-looking statements include, among others, statements regarding the acquisition of Blocksight, whether the OpenWorld Board of
Directors will approve the acquisition, whether definitive transaction documentation will be executed, the anticipated timing, structure
and benefits of the acquisition, the satisfaction or waiver of any closing conditions, the integration of Blocksight and its technology
into OpenWorld Enterprise, the expected roles of Blocksight’s founders following closing, the integration of Blocksight’s
technology into OpenWorld Enterprise, the proposed transactions with BeyondAI and Meridian, and the size, timing and structure of those
programs and the ability of OpenWorld to realize the anticipated strategic and operational benefits of the proposed acquisition and proposed
transactions. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such statement. Forward-looking statements are neither historical facts
nor assurances of future performance. Instead, they are based only on OpenWorld’s current beliefs, expectations and assumptions.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances
that are difficult to predict and many of which are outside OpenWorld’s control. Actual results and outcomes may differ materially
from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on any of these forward-looking
statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the possibility that the OpenWorld Board of Directors does not approve the proposed
transactions that the parties do not execute definitive transaction documentation; (2) the occurrence of any event, change or other circumstance
that could cause the proposed transactions not to be completed, including the failure to obtain any necessary approvals or satisfy or
waive applicable closing conditions; (3) the institution or outcome of any legal proceedings that may be instituted against OpenWorld,
Blocksight, Meridian or BeyondAI following the announcement of the proposed transactions; (4) the risk that the proposed transactions
disrupts current plans and operations as a result of the time it diverts from management; (5) OpenWorld’s ability to realize the
anticipated benefits of the proposed transactions and successfully integrate Blocksight’s, Meridian or BeyondAI’s business,
personnel and technology if the transactions are completed; (6) the risk that tokenized securities may face increased regulatory scrutiny
and may not be broadly accepted by the market; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations;
and (9) the risks and uncertainties described in OpenWorld’s Annual Report and Quarterly Reports filed with the SEC, including under
the heading titled “Risk Factors.”
OpenWorld cautions investors not to place undue reliance on the forward-looking
statements contained in this press release. You are encouraged to read OpenWorld’s filings with the SEC, available at www.sec.gov,
for a discussion of these and other risks and uncertainties. The forward-looking statements speak only as of the date of this press release,
and OpenWorld undertakes no obligation to update or revise any of these statements except as required by applicable law. OpenWorld’s
business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others
should consider these risks and uncertainties. OpenWorld does not give any assurance that definitive transaction documentation relating
to the acquisition of Blocksight or the proposed transactions with Meridian and BeyondAI will be executed, that the acquisition or transactions
will be completed or that OpenWorld will achieve its expectations and objectives, financial or otherwise, even if the proposed acquisition
or transactions are completed.
About OpenWorld
OpenWorld, Inc. (NASDAQ: OPNW) is a technology-powered digital assets
and blockchain innovation company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign
governments, institutional partners and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing
over $66 billion in aggregate network value and supported more than 20 companies backed by leading global venture firms, including a16z,
Multicoin Capital, Dragonfly and Founders Fund. OpenWorld’s capabilities span real-world asset tokenization, stablecoin infrastructure,
capital markets advisory, governance structuring and public markets strategy, with active engagements across the United States, Gulf,
Europe, Southeast Asia and Africa. To learn more, visit openworld.dev and follow OpenWorld on X at @_openworld.
About Blocksight
Blocksight Holdings Co. builds AI agents that bring real-world assets
on-chain. Its agents automate deal structuring, asset data verification, investor onboarding, daily investor reporting and ongoing investment
servicing, with human approval required at key decisions. Blocksight was co-founded by Patrick Kim and Peter Hong.
Contacts
Investors
ir@openworld.dev
Media
Gasthalter & Co.
Phone: (212) 257-4170
Email: openworld@gasthalter.com
