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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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OpenWorld, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(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) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
47.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
37.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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 |
SCHEDULE 13D
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| 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.
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| 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
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| 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.
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