OpenWorld: Matthew Shaw reports 40.7% ownership

OpenWorld, Inc. (OPNW) reports Matthew Shaw beneficially owns 6,361,843 shares, equal to 40.7% of the class.

Available on EDGAR 11/03/2026 - 04:35 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:35 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

OpenWorld, Inc. (OPNW) reports Matthew Shaw beneficially owns 6,361,843 shares, equal to 40.7% of the class. His reported position includes 685,923 shares held directly, 4,989,997 held by Webslinger Holdings Inc. and 685,923 held by Beech Holdings Ltd.; Shaw has sole voting and dispositive power over the 6,361,843 shares. Webslinger reports 4,989,997 shares (32.0%), and Beech reports 685,923 (4.4%). Beech ceased to be a beneficial owner of more than 5% effective October 30, 2026, and the amendment is its exit filing. The registered direct public offering closed October 30, 2026, and issued 1,494,084 shares to an institutional investor. OpenWorld had 15,615,199 shares issued and outstanding as of November 3, 2026.

Key Figures

Matthew Shaw beneficial ownership: 6,361,843 shares Webslinger beneficial ownership: 4,989,997 shares Beech beneficial ownership: 685,923 shares +3 more

6 metrics

Matthew Shaw beneficial ownership 6,361,843 shares 40.7% of the class

Webslinger beneficial ownership 4,989,997 shares 32.0% of the class

Beech beneficial ownership 685,923 shares 4.4% of the class

Shares issued 1,494,084 shares Issued to an institutional investor in the registered direct public offering that closed October 30, 2026

Shares issued and outstanding 15,615,199 shares As of November 3, 2026

Merger conversion ratio 1:77.27 Ratio stated for conversion of OpenWorld Ltd. shares at the September 30, 2026 merger closing

Key Terms

beneficial ownership, sole voting and dispositive power, registered direct public offering, exit filing

4 terms

beneficial ownership financial

"aggregate number of Shares of the Issuer beneficially owned"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole voting and dispositive power technical

"Mr. Shaw has sole voting and dispositive power over 6,361,843 Shares"

registered direct public offering financial

"closing of Issuer's registered direct public offering"

exit filing regulatory

"constitutes an exit filing for Beech Holdings"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many OPNW shares does Matthew Shaw beneficially own?

Matthew Shaw beneficially owns 6,361,843 OPNW shares, or 40.7% of the class. His reported position comprises 685,923 shares held directly, 4,989,997 held by Webslinger Holdings Inc., and 685,923 held by Beech Holdings Ltd.; he has sole voting and dispositive power over the aggregate.

How were the OPNW shares from the merger converted?

At the September 30, 2026 merger closing, each outstanding OpenWorld Ltd. share converted into a share of the issuer at a ratio of 1:77.27. Matthew Shaw's 8,877 shares became 685,923 shares, Webslinger Holdings Inc.'s 64,579 became 4,989,997, and Beech Holdings Ltd.'s 8,877 became 685,923; the reporting persons paid no monetary consideration for the conversions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

OpenWorld, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92346X305

(CUSIP Number)

Alexander R. McClean, Esq.
Harter Secrest & Emery LLP, 1600 Bausch & Lomb Place
Rochester, NY, 14604
585-231-1248

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92346X305

1

Name of reporting person

Shaw Matthew Ian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,361,843.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,361,843.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,361,843.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The figures included in rows 7, 9 and 11 above include: (i) 685,923 shares of common stock held directly by Matthew Shaw; (ii) 685,923 shares of common stock held by Beech Holdings Ltd., of which Matthew Shaw has sole voting and dispositive power; and (iii) 4,989,997 shares of common stock held by Webslinger Holdings Inc., of which Matthew Shaw has sole voting and dispositive power. The percentage in row 13 above is based on 15,615,199 shares of common stock issued and outstanding as of November 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 92346X305

1

Name of reporting person

Webslinger Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,989,997.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,989,997.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,989,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

32.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in row 13 above is based on 15,615,199 shares of common stock issued and outstanding as of November 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 92346X305

1

Name of reporting person

Beech Holdings Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 685,923.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 685,923.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

685,923.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in row 13 above is based on 15,615,199 shares of common stock issued and outstanding as of November 3, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: OpenWorld, Inc.
(c)	Address of Issuer's Principal Executive Offices: 801 INTERNATIONAL PARKWAY, 801 INTERNATIONAL PARKWAY, LAKE MARY, FLORIDA , 32746.
Item 1 Comment: The initial statement on Schedule 13D filed on October 7, 2026 (the Initial Schedule 13D) by Matthew Shaw (Mr. Shaw), Webslinger Holdings Inc., a Cayman Islands company (Webslinger) and Beech Holdings Ltd., a Cayman Islands entity (Beech Holdings and together with Mr. Shaw and Webslinger, the Reporting Persons) relating to the shares of common stock, par value $0.001 per share (Shares) of VerifyMe, Inc., a Nevada corporation (the Issuer), is hereby amended with respect to the matters set forth below in this Amendment No. 1. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D. The filing of this Amendment No. 1 constitutes an exit filing for Beech Holdings.
Item 4.	Purpose of Transaction
	As disclosed in the Issuer's Form 8-K filed with the SEC on October 30, 2026, in connection with the closing of Issuer's registered direct public offering on October 30, 2026 (the Offering), 1,494,084 Shares of common stock of the Issuer were issued to a certain institutional investor. Following the Offering, there are 15,615,199 Shares of common stock issued and outstanding, resulting in the each of Reporting Person's beneficial ownership decreasing by more than 1%. Beech Holdings' beneficial ownership also decreased below 5%.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D (Amendment No. 1), the aggregate number of Shares of the Issuer beneficially owned by the Reporting Persons is 6,361,843, which is comprised of 685,923 Shares owned directly by Mr. Shaw, 4,989,997 Shares owned by Webslinger, and 685,923 Shares owned by Beech Holdings. The percentage of aggregate Shares beneficially owned by the Reporting Persons is 40.7%.
(b)	As of the date of this Schedule 13D (Amendment No. 1), Mr. Shaw has sole voting and dispositive power over 6,361,843 Shares of the Issuer. Webslinger has sole voting and dispositive power over 4,989,997 Shares of the Issuer. Beech Holdings has sole voting and dispositive power over 685,923 Shares of the Issuer.
(c)	As described in Item 3 of the Initial Schedule 13D, prior the closing of the Agreement and Plan of Merger by and among VerifyMe, Inc., VRME Subsidiary Corp. and Open Word Ltd. (the Merger), which occurred on September 30, 2026, Mr. Shaw individually held 8,877 shares of OpenWorld Ltd., a Cayman Island entity (OpenWorld Ltd). Webslinger owned an aggregate of 64,579 shares of OpenWorld Ltd. Beech Holdings owned 8,877 shares of OpenWorld Ltd. Upon the closing of the Merger, each outstanding share of OpenWorld Ltd. was converted into a Share of the Issuer at a ratio of 1:77.27. Upon closing of the Merger on September 30, 2026, Mr. Shaw's 8,877 shares of OpenWorld Ltd converted to 685,923 Shares of the Issuer, Webslinger's 64,579 shares of OpenWorld Ltd converted to 4,989,997 Shares of the Issuer, and Beech Holding's 8,877 shares of OpenWorld Ltd converted to 685,923 Shares of the Issuer. The Reporting Person's did not pay any monetary consideration for the conversions.
(d)	Not applicable.
(e)	Beech Holdings ceased to be the beneficial owner of more than five percent of the Issuer's securities effective October 30, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Shaw Matthew Ian

Signature:	/s/ Matthew Shaw
Name/Title:	Matthew Shaw
Date:	11/03/2026

Webslinger Holdings Inc.

Signature:	/s/ Matthew Shaw
Name/Title:	Matthew Shaw, Sole Director
Date:	11/03/2026

Beech Holdings Ltd

Signature:	/s/ Matthew Shaw
Name/Title:	Matthew Shaw, Authorized Signatory
Date:	11/03/2026