Exhibit 2.3

Second Amendment to Agreement and Plan of Merger

This Second Amendment to Agreement and Plan of Merger (the “Amendment”), dated as of June 4, 2026, is made by and between VerifyMe, Inc., a Nevada corporation (“Parent”), VRME Subsidiary Corp., a Nevada corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”) and Open World Ltd., a Cayman Islands exempted company (the “Company”). The parties hereto are referred to collectively as the “Parties” and individually as a “Party”.

Whereas, the Parties have entered into that certain Agreement and Plan of Merger dated as of February 11, 2026, as amended by that certain First Amendment to Agreement and Plan of Merger dated April 15, 2026 (collectively, the “Agreement”); and

Whereas, the Parties desire to further amend the Agreement as more fully described herein.

Now, Therefore, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.       Definitions. Capitalized terms used and not otherwise defined herein have the meaning ascribed to such terms in the Agreement.

2.       Amendment to the Agreement. The definition of “Fully Diluted Company Shares” set forth in Section 10.3 of the Agreement is hereby amended and restated in its entirety as follows:

“‘Fully Diluted Company Shares’ means, without duplication, (a) the aggregate number of Company Shares that are issued and outstanding immediately prior to the Effective Time, plus (b) the aggregate number of Company Shares that are issuable upon the exercise, exchange or conversion of the Company SAFEs, plus (c) the aggregate number of Company Shares that are  issuable upon exercise of Company Options outstanding immediately prior to the Effective Time, calculated using the treasury stock method of accounting,  plus  (d)  the  aggregate number of  Company Shares that are issuable upon the exercise, exchange or conversion of any other Equity Interests of the Company that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable, as applicable), plus (e) the aggregate number of Company Shares that are issuable in connection with any existing agreement to issue Equity Interests of the Company (including for the avoidance of doubt, any agreements to issue any warrants or similar instruments).”

3.       Reference to and Effect on the Agreement. Except as specifically modified or amended by the terms of this Amendment, the Agreement and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed. All references in the Agreement to itself shall be deemed references to the Agreement as amended hereby.

4.       Counterparts. This Amendment may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (including by electronic communication) to the other Parties.

5.       Governing Law. This Amendment, and all claims or causes of action based upon, arising out of, or related to the Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction save that, the statutory, fiduciary and other duties of the directors of the Company, the effects of the Merger and the rights set forth in Section 238 of the Companies Act shall in each case be governed by the laws of the Cayman Islands.

6.       Successors and Assigns. This Amendment shall be binding upon the Parties to the Agreement and their respective successors and permitted assigns.

7.       Headings. Headings in this Amendment are included for convenience or reference purposes only and shall not constitute a part of this Amendment for any other purpose.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

[Signature Page to Second Amendment to Agreement and Plan of Merger]