OpenWorld CEO and entities report 47.2% stake

The 47.2% reported stake includes shares held directly and shares attributed to two entities, with Mr. Shaw reporting sole voting and dispositive power.

Rhea-AI Filing Summary

OpenWorld, Inc. reports that Matthew Ian Shaw, its Chief Executive Officer and Chairman, and two entities associated with him became beneficial owners of its common stock when the merger closed on September 30, 2026. The reporting persons list aggregate beneficial ownership of 6,361,843 shares, or 47.2%, based on 13,472,360 shares outstanding as of that date.

The reported holdings comprise 685,923 shares held directly by Mr. Shaw, 4,989,997 held by Webslinger Holdings Inc., of which he is sole director, and 685,923 held by Beech Holdings Ltd., which he directs. Mr. Shaw reports sole voting and dispositive power over the aggregate. The holdings resulted from OpenWorld Ltd. shares converting into issuer shares at a 1:77.27 ratio, without monetary consideration. The reporting persons state they have no present plans or proposals covered by the filing, though they may purchase or sell shares depending on market conditions and other factors.

Key Figures

Aggregate beneficial ownership: 6,361,843 shares Ownership percentage: 47.2% Shares outstanding: 13,472,360 shares +4 more

7 metrics

Aggregate beneficial ownership 6,361,843 shares Reported collectively by Matthew Shaw, Webslinger Holdings Inc. and Beech Holdings Ltd.

Ownership percentage 47.2% Based on 13,472,360 shares outstanding as of September 30, 2026.

Shares outstanding 13,472,360 shares As of September 30, 2026.

Matthew Shaw shares held directly 685,923 shares Reported as part of the aggregate beneficial ownership.

Webslinger Holdings shares 4,989,997 shares Reported as beneficially owned by Webslinger Holdings Inc.

Beech Holdings shares 685,923 shares Reported as beneficially owned by Beech Holdings Ltd.

Merger conversion ratio 1:77.27 OpenWorld Ltd. shares converted into issuer shares upon merger closing.

Key Terms

beneficially owned, sole voting and dispositive power, issued and outstanding, Agreement and Plan of Merger

4 terms

beneficially owned financial

"aggregate number of Shares of the Issuer beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting and dispositive power technical

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

issued and outstanding financial

"13,472,360 shares of common stock issued and outstanding"

Issued and outstanding refers to two related counts of a company's stock: "issued" is the total number of shares the company has created and ever sold, while "outstanding" is the number of those shares currently held by outside investors (issued shares minus any the company holds in its treasury). Investors use outstanding shares to calculate ownership percentages, voting power, earnings per share and market capitalization — think of issued shares as all slices baked and outstanding as the slices actually on the table for people to eat.

Agreement and Plan of Merger technical

"closing the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

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

How many OPNW shares do Matthew Shaw and the other reporting persons beneficially own?

They report aggregate beneficial ownership of 6,361,843 shares, or 47.2%, based on 13,472,360 shares outstanding as of September 30, 2026.

How were the OPNW shares obtained in the merger?

The reporting persons state that their OpenWorld Ltd. shares converted into OpenWorld, Inc. shares at a 1:77.27 ratio when the merger closed on September 30, 2026. They state that they paid no monetary consideration for the conversions.

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

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Available on EDGAR 10/07/2026 - 04:33 PM Accepted by SEC EDGAR 10/07/2026 - 04:33 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

09/30/2026

(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)

47.2 %

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 13,472,360 shares of common stock issued and outstanding as of September 30, 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)

37.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in row 13 above is based on 13,472,360 shares of common stock issued and outstanding as of September 30, 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)

5.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in row 13 above is based on 13,472,360 shares of common stock issued and outstanding as of September 30, 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, FIFTH FLOOR, LAKE MARY, FLORIDA , 32746.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Matthew Ian Shaw (Mr. Shaw), the Chief Executive Officer and Chairman of OpenWorld, Inc. a Nevada corporation (the Issuer), Webslinger Holdings Inc., a Cayman Islands company of which Mr. Shaw is the sole director (Webslinger), and Beech Holdings Ltd., a Cayman Islands entity that is directed by Mr. Shaw (Beech Holdings, and together with Mr. Shaw and Webslinger, the Reporting Persons).
(b)	The business address of the Reporting Persons is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9001, Cayman Islands.
(c)	Mr. Shaw's principal occupation is acting as the Chief Executive Officer and Chairman of the Issuer. The Issuer's address is 801 International Parkway, Fifth Floor, Lake Mary, FL 32746.
(d)	During the past five years, the Reporting Persons have not been convicted in a criminal proceeding.
(e)	During the past five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Shaw is a dual citizen of the United Kingdom and Canada. Webslinger was organized under the laws of the Cayman Islands. Beech Holdings was organized under the laws of the Cayman Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons became the beneficial owners of 5% of the shares of common stock of the Issuer (Shares) upon the closing 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. Prior to the closing of the Merger, Mr. Shaw individually owned 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. Therefore, upon closing of the Merger, 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. A full description of the Merger closing can be found in the Issuer's Form 8-K filed with the SEC on September 30, 2026, which is incorporated by reference herein.
Item 4.	Purpose of Transaction
	Mr. Shaw is the Chief Executive Officer and Chairman of the Issuer. In such capacity, Mr. Shaw may, from time to time, discuss or make plans or proposals to other members of the Issuer's board of directors with respect to the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do not have any present plans or proposals which relate to or would result in matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Depending on market conditions and other factors, the Reporting Persons may purchase Shares, or may sell or otherwise dispose of all or portions of the Shares, if such sales would be consistent with the Reporting Persons' investment objectives.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D, 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 47.2%
(b)	As of the date of this Schedule 13D, 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)	See Item 3 of this Schedule 13D for a description of the transactions that have occurred within the last 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Mr. Shaw and the Issuer are party to an Employment Agreement, dated May 13, 2026. A full description of the employment agreement is located in the Issuer's Form 8-K filed with the SEC on September 30, 2026, which is incorporated by reference herein. See the Issuer's Form 8-K filed with the SEC on September 30, 2026 in relation to any additional contracts between the Company and the Reporting Persons, which is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement between Matthew Shaw, Webslinger and Beech Holdings dated October 7, 2026 (filed herewith as Exhibit 99.1) Employment Agreement with Matthew Shaw dated May 13, 2026 (incorporated by reference to Exhibit 10.2 to the Issuer's Form 8-K filed on September 30, 2026: https://www.sec.gov/Archives/edgar/data/1104038/000121465926012283/ex10_2.htm

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:	10/07/2026

Webslinger Holdings Inc.

Signature:	/s/ Matthew Shaw
Name/Title:	Matthew Shaw, Sole Director
Date:	10/07/2026

Beech Holdings Ltd

Signature:	/s/ Matthew Shaw
Name/Title:	Matthew Shaw, Authorized Signatory
Date:	10/07/2026