Exhibit 99.2
OPEN WORLD LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
Open World Ltd. | Condensed Consolidated Financial Statements
OPEN WORLD LTD.
TABLE OF CONTENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND
2025
Financial Statements:
Open World Ltd. | Condensed Consolidated Financial Statements
OPEN WORLD LTD.
Condensed Consolidated Balance Sheets
As of June 30, 2026, and December 31, 2025
(Unaudited - Expressed in U.S. Dollars)
| | |
Notes | |
June
30, 2026 | | |
December
31, 2025 (as
revised) | |
| | |
| |
| | |
| |
| ASSETS | |
| |
| | | |
| | |
| Current assets | |
| |
| | | |
| | |
| Cash | |
8 | |
$ | 619,866 | | |
$ | 729,422 | |
| Accounts receivable | |
9 | |
| 1,187,634 | | |
| 599,138 | |
| Crypto assets | |
10 | |
| 1,610,148 | | |
| 922,987 | |
| Contract assets | |
6, 12 | |
| 2,700,000 | | |
| - | |
| Investments | |
18 | |
| 52,373 | | |
| 539,328 | |
| Loans receivable | |
12 | |
| 7,237 | | |
| 814,369 | |
| Notes receivable | |
12 | |
| 326,586 | | |
| - | |
| Shares and warrants receivable | |
18 | |
| 40,888 | | |
| 585,599 | |
| Prepaids and deposits | |
| |
| 133,298 | | |
| 89,143 | |
| Due from related parties | |
| |
| - | | |
| 14,775 | |
| | |
| |
$ | 6,678,030 | | |
$ | 4,294,761 | |
| Non-current assets | |
| |
| | | |
| | |
| Accounts receivable | |
9 | |
$ | 170,029 | | |
$ | 667,085 | |
| Right-of-use assets, net | |
11 | |
| 840,674 | | |
| 982,858 | |
| Investments | |
18 | |
| 100,348 | | |
| 100,348 | |
| | |
| |
$ | 1,111,051 | | |
$ | 1,750,291 | |
| | |
| |
| | | |
| | |
| TOTAL
ASSETS | |
| |
$ | 7,789,081 | | |
$ | 6,045,052 | |
| | |
| |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| |
| | | |
| | |
| Current liabilities | |
| |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| |
$ | 5,273,019 | | |
$ | 1,156,624 | |
| Contract liabilities | |
6 | |
| 75,300 | | |
| 125,590 | |
| Notes payable | |
12 | |
| 1,522,514 | | |
| - | |
| Lease liabilities | |
11 | |
| 295,759 | | |
| 284,651 | |
| | |
| |
$ | 7,166,592 | | |
$ | 1,566,865 | |
| Non-current liabilities | |
| |
| | | |
| | |
| Lease liabilities | |
11 | |
| 573,147 | | |
| 723,844 | |
| | |
| |
| | | |
| | |
| Total
liabilities | |
| |
$ | 7,739,739 | | |
$ | 2,290,709 | |
| | |
| |
| | | |
| | |
| Stockholders’ equity | |
| |
| | | |
| | |
| Capital stock | |
14 | |
| | | |
| | |
| Authorized: 500,000,000 ordinary shares at par value of $0.0001 | |
| |
| | | |
| | |
| Ordinary shares, 126,080 issued, 125,496 outstanding (2025: 126,080 issued and
outstanding) | |
14 | |
$ | 13 | | |
$ | 13 | |
| Additional paid-in-capital | |
14 | |
| 4,983,923 | | |
| 4,379,103 | |
| Treasury shares | |
14 | |
| (6 | ) | |
| - | |
| Simple agreements for future equity | |
14 | |
| 3,550,000 | | |
| 2,000,000 | |
| Accumulated deficit | |
| |
| (8,484,588 | ) | |
| (2,624,773 | ) |
| Total
stockholders' equity | |
| |
$ | 49,342 | | |
$ | 3,754,343 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY | |
| |
$ | 7,789,081 | | |
$ | 6,045,052 | |
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
OPEN WORLD LTD.
Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
| | |
| |
Three months ended
June 30, | | |
Six months ended
June 30, | |
| | |
Notes | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| |
| | |
| | |
| | |
| |
| Revenue | |
| |
| | | |
| | | |
| | | |
| | |
| Revenues from
contracts with customers | |
5 | |
$ | 4,104,869 | | |
$ | 1,191,557 | | |
$ | 7,765,383 | | |
$ | 9,921,169 | |
| Total
revenues | |
| |
$ | 4,104,869 | | |
$ | 1,191,557 | | |
$ | 7,765,383 | | |
$ | 9,921,169 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
7 | |
| 238,278 | | |
| 140,476 | | |
| 342,673 | | |
| 324,578 | |
| Gross
profit | |
| |
$ | 3,866,591 | | |
$ | 1,051,081 | | |
$ | 7,422,710 | | |
$ | 9,596,591 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Operating
expenses | |
| |
| | | |
| | | |
| | | |
| | |
| Consulting and management fees | |
| |
$ | 1,483,659 | | |
$ | 1,366,861 | | |
$ | 3,015,593 | | |
$ | 2,775,259 | |
| General and administrative expenses | |
| |
| 230,409 | | |
| 192,489 | | |
| 393,519 | | |
| 539,678 | |
| Bad debt provision | |
| |
| 289,309 | | |
| - | | |
| 308,718 | | |
| 76,000 | |
| Insurance expenses | |
| |
| 123,469 | | |
| 41,938 | | |
| 227,223 | | |
| 67,417 | |
| Legal fees | |
| |
| 1,975,471 | | |
| 40,505 | | |
| 4,433,371 | | |
| 98,372 | |
| Professional fees | |
| |
| 479,563 | | |
| 111,679 | | |
| 865,361 | | |
| 177,919 | |
| Stock-based compensation | |
14 | |
| 303,116 | | |
| - | | |
| 604,820 | | |
| - | |
| Travel expenses | |
| |
| 92,229 | | |
| 131,593 | | |
| 232,165 | | |
| 199,151 | |
| Operating lease expense | |
| |
| 85,407 | | |
| 151,857 | | |
| 95,080 | | |
| 233,004 | |
| Total
operating expenses | |
| |
$ | 5,062,632 | | |
$ | 2,036,922 | | |
$ | 10,175,850 | | |
$ | 4,166,800 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Net (loss)
income before other income (expense) | |
| |
$ | (1,196,041 | ) | |
$ | (985,841 | ) | |
$ | (2,753,140 | ) | |
$ | 5,429,791 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| |
| | | |
| | | |
| | | |
| | |
| Gain on crypto asset sales | |
| |
$ | - | | |
$ | 168,345 | | |
$ | 88,089 | | |
$ | 47,923 | |
| Change in fair value, net | |
16 | |
| (52,559 | ) | |
| (3,344,461 | ) | |
| (3,186,868 | ) | |
| (14,382,922 | ) |
| Interest expense, net | |
12 | |
| (12,694 | ) | |
| - | | |
| (19,374 | ) | |
| - | |
| Other income | |
12 | |
| 11,478 | | |
| | | |
| 11,478 | | |
| - | |
| Total
other expense, net | |
| |
$ | (53,775 | ) | |
$ | (3,176,116 | ) | |
$ | (3,106,675 | ) | |
$ | (14,334,999 | ) |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Loss before income tax expense | |
| |
$ | (1,249,816 | ) | |
$ | (4,161,957 | ) | |
$ | (5,859,815 | ) | |
$ | (8,905,208 | ) |
| Provision for income taxes | |
17 | |
| - | | |
| - | | |
| - | | |
| - | |
| Net loss
for the period | |
| |
$ | (1,249,816 | ) | |
$ | (4,161,957 | ) | |
$ | (5,859,815 | ) | |
$ | (8,905,208 | ) |
| Net loss per share | |
15 | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| |
$ | (10 | ) | |
$ | (39 | ) | |
$ | (46 | ) | |
$ | (81 | ) |
| Diluted | |
| |
$ | (10 | ) | |
$ | (39 | ) | |
$ | (46 | ) | |
$ | (81 | ) |
| Weighted average ordinary shares | |
15 | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| |
| 125,997 | | |
| 107,964 | | |
| 126,038 | | |
| 109,489 | |
| Diluted | |
| |
| 125,997 | | |
| 107,964 | | |
| 126,038 | | |
| 109,489 | |
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
OPEN WORLD LTD.
Condensed Consolidated Statements of Changes
in Stockholders’ Equity
For the six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
| | |
Ordinary
shares | | |
Additional
paid-in
capital | | |
Treasury shares | | |
SAFEs | | |
Retained Earnings (Accumulated deficit) | | |
Stockholders’
equity | |
| | |
Number | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2024 | |
| 116,030 | | |
$ | 1,160 | | |
$ | 50 | | |
$ | (50 | ) | |
$ | 2,000,000 | | |
$ | 22,937,225 | | |
$ | 24,938,385 | |
| Repurchase of stock, net | |
| (9,000 | ) | |
$ | (90 | ) | |
$ | (50 | ) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (140 | ) |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (8,905,208 | ) | |
| (8,905,208 | ) |
| Balance, June 30, 2025 | |
| 107,030 | | |
$ | 1,070 | | |
$ | - | | |
$ | (50 | ) | |
$ | 2,000,000 | | |
$ | 14,032,017 | | |
$ | 16,033,037 | |
| Adjustment to opening retained earnings | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (264,351 | ) | |
$ | (264,351 | ) |
| Issuance (repurchase and retirement) of stock, net | |
| 24,050 | | |
| 3 | | |
| (265 | ) | |
| - | | |
| - | | |
| - | | |
| (262 | ) |
| Recapitalization | |
| (5,000 | ) | |
| (1,060 | ) | |
| 1,010 | | |
| 50 | | |
| - | | |
| - | | |
| - | |
| Stock-based compensation | |
| - | | |
| - | | |
| 4,378,358 | | |
| - | | |
| - | | |
| - | | |
| 4,378,358 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (11,323,856 | ) | |
| (11,323,856 | ) |
| Dividends declared and paid | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,068,583 | ) | |
| (5,068,583 | ) |
| Balance, December 31, 2025 | |
| 126,080 | | |
$ | 13 | | |
$ | 4,379,103 | | |
$ | - | | |
$ | 2,000,000 | | |
$ | (2,624,773 | ) | |
$ | 3,754,343 | |
| Simple agreements for future equity | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 1,550,000 | | |
$ | - | | |
$ | 1,550,000 | |
| Repurchase of stock, net | |
| - | | |
| - | | |
| - | | |
| (6 | ) | |
| - | | |
| - | | |
| (6 | ) |
| Stock-based compensation | |
| - | | |
| - | | |
| 604,820 | | |
| - | | |
| - | | |
| - | | |
| 604,820 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | (5,859,815 | ) | |
| (5,859,815 | ) |
| Balance, June 30, 2026 | |
| 126,080 | | |
$ | 13 | | |
$ | 4,983,923 | | |
$ | (6 | ) | |
$ | 3,550,000 | | |
$ | (8,484,588 | ) | |
$ | 49,342 | |
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
OPEN WORLD LTD.
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2026 and 2025
(Unaudited - Expressed in U.S. Dollars)
| | |
Six months ended
June 30, | |
| | |
2026 | | |
2025 (as
revised) | |
| OPERATING ACTIVITIES | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss for the period | |
$ | (5,859,815 | ) | |
$ | (8,905,208 | ) |
| | |
| | | |
| | |
| Adjustments to reconcile net loss to net cash flows from operating activities: | |
| | | |
| | |
| Interest expense on lease liability (non-cash) | |
| 20,109 | | |
| 25,949 | |
| Amortization of right-of-use assets | |
| 142,185 | | |
| 136,345 | |
| Gain on sale of crypto assets (non-cash, reclassified) | |
| (88,089 | ) | |
| (47,923 | ) |
| Change in fair value, net (non-cash) | |
| 3,186,868 | | |
| 14,382,922 | |
| Stock-based compensation expense | |
| 604,820 | | |
| - | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Increase in accounts receivable | |
| (422,242 | ) | |
| (666,675 | ) |
| Increase in notes receivable | |
| (326,586 | ) | |
| - | |
| Increase in shares and warrants receivable | |
| (1,116,183 | ) | |
| | |
| (Increase) decrease in prepaid expenses | |
| (44,155 | ) | |
| 200,800 | |
| Increase in contract assets | |
| (2,700,000 | ) | |
| | |
| (Decrease) in contract liabilities | |
| (50,290 | ) | |
| (102,962 | ) |
| Increase (decrease) in accounts payable and accrued liabilities | |
| 4,116,395 | | |
| (889,034 | ) |
| Increase in accrued interest payable | |
| 22,514 | | |
| - | |
| Decrease in due from related parties | |
| 14,775 | | |
| 28,257 | |
| Operating lease payments | |
| (159,699 | ) | |
| (155,039 | ) |
| Net cash
(used in) provided by operating activities | |
$ | (2,659,393 | ) | |
$ | 4,007,432 | |
| | |
| | | |
| | |
| INVESTING ACTIVITIES | |
| | | |
| | |
| Purchases of crypto assets | |
| (5,909,638 | ) | |
| (10,322,697 | ) |
| Proceeds from sales of crypto assets | |
| 4,801,066 | | |
| 6,530,524 | |
| Purchase of investments | |
| - | | |
| (48 | ) |
| Proceeds from loan repayments | |
| 608,415 | | |
| - | |
| Net cash
used in investing activities | |
$ | (500,157 | ) | |
$ | (3,792,221 | ) |
| | |
| | | |
| | |
| FINANCING ACTIVITIES | |
| | | |
| | |
| Proceeds from issuance of SAFEs | |
| 1,550,000 | | |
| - | |
| Proceeds from notes payable | |
| 1,500,000 | | |
| - | |
| Repurchase of stock | |
| (6 | ) | |
| (140 | ) |
| Net cash
provided (used in) by financing activities | |
$ | 3,049,994 | | |
$ | (140 | ) |
| | |
| | | |
| | |
| Net (decrease) increase in cash for the period | |
$ | (109,556 | ) | |
$ | 215,071 | |
| Cash, beginning of the period | |
| 729,422 | | |
| 4,025,185 | |
| Cash, end of the period | |
$ | 619,866 | | |
$ | 4,240,256 | |
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
Supplemental disclosure
of cash flow information
During the six months ended June 30, 2026,
and 2025, cash paid for interest was $nil, and cash paid for income taxes was $nil.
Supplemental schedule of non-cash activities
Non-cash operating activities
Non-cash imputed interest
recognized on lease liabilities during the six months ended June 30, 2026, was $20,109 (2025: $25,949), which is included within operating
activities in the statement of cash flows.
During the six months
ended June 30, 2026, and 2025, the Company received non-cash consideration for revenues from customers and recognized unrealized remeasurement
adjustments on crypto assets of $509,501 loss and $5,208,651 loss, respectively, which are reflected as non-cash adjustments within operating
activities.
Non-cash investing and financing activities
During the six months
ended June 30, 2026, the Company did not recognize any new right-of-use assets or corresponding lease liabilities in connection with
operating lease agreements under ASC 842.
During the six months ended June 30, 2026,
purchases of digital assets of $5,909,638 were related to the Company’s revenue-generating activities (2025: $10,322,697).
During the six months ended June 30, 2026,
the Company received shares of IP Strategy Holdings, Inc. (“IPST”) with a carrying value of $169,000 in settlement of a share
receivable, which was recognized as a non-cash investing activity. No such non-cash investing activities occurred during the six months
ended June 30, 2025.
The Company did not enter
into any other significant non-cash investing or financing transactions during the six months ended June 30, 2026, or 2025.
The accompanying notes are an integral
part of these unaudited interim condensed consolidated financial statements.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Open World Ltd. was incorporated under the
laws of the Cayman Islands. Open World Ltd. and its subsidiaries (the “Company”) operate at the intersection of institutional
capital markets, enterprise blockchain infrastructure, and real-world asset tokenization.
OpenWorld’s mission is to enable the
creation and deployment of next generation financial products powered by blockchain technology. OpenWorld has been a strategic partner
for numerous high-stakes launches by high-value ecosystem projects. OpenWorld’s capabilities empower enterprises, public companies,
and sovereign-related entities to structure, launch, and scale digital asset networks and tokenized offerings. OpenWorld leverages its
trusted and long-standing relationships within the digital asset community to drive client engagement, including connections with centralized
and decentralized exchanges, legal advisors, market makers, and marketing partners. OpenWorld’s business is structured around three
complementary verticals: Digital Assets & Capital Markets (“DACM”), OpenWorld’s foundational origination engine;
Advisory & Onboarding (“OpenWorld Labs”), the innovation incubator that develops new products and provides governance
infrastructure for decentralized protocols; and OpenWorld Enterprise™ (“OWE”), a co-principal and co-architect platform
that is being developed to identify, structure, deploy, and manage enterprise-grade blockchain initiatives across real-world assets (“RWAs”),
sovereign infrastructures, and financial services. These three verticals foster a compounding system: DACM generates institutional credibility
and relationships that may unlock OWE mandates; OpenWorld Labs incubates products that are capable of graduating into the OWE vertical
when commercially viable; and OWE’s platform is being designed to be replicated across jurisdictions at a marginal incremental
cost and to generate high-margin recurring platform fees over time. These verticals are intended to represent a progression from project-based
revenue generation to software-enabled platform economics that continue to accrue over time, with DACM driving repeatable activities,
OpenWorld Labs supporting early-stage product development, and OWE designed to scale into recurring platform-based revenue over time.
During the three months ended June 30, 2026, the Company commenced generating revenue from its RWA business line through OpenWorld Enterprise™.
During the preparation of the Company’s
financial statements for the six months ended June 30, 2026, the Company identified certain classification matters within the previously
issued consolidated financial statements as of and for the year ended December 31, 2025. Specifically, certain amounts within the consolidated
balance sheets and statements of cash flows have been revised to conform to the current period presentation, as described below. A separate
change in the presentation of net fair value adjustments is described in Note 16.
As of December 31, 2025, $667,085 of accounts
receivable previously classified as current was reclassified to non-current accounts receivable. As a result, current accounts receivable
decreased from $1,266,223 to $599,138 and non-current accounts receivable increased from $nil to $667,085. This reclassification had
no impact on total accounts receivable or total assets.
For the six months ended June 30, 2025, cash
payments of $10,322,697 for purchases of crypto assets and cash proceeds of $6,530,524 from sales of crypto assets were reclassified
from operating activities to investing activities to conform to the current-period presentation. As a result, net cash provided by operating
activities increased by $3,792,173 and net cash used in investing activities increased by the same amount. This reclassification had
no impact on the net increase in cash for the period. The current statement presents those crypto purchase and sale amounts within investing
activities.
The Company evaluated these classification
matters and determined that they were not material, individually or in the aggregate, to the previously issued financial statements.
Accordingly, the prior period presentation has been revised to better reflect the appropriate classification of such amounts. These revisions
had no impact on net loss, total assets, total liabilities, stockholders’ equity, or net increase (decrease) in cash for any period
presented.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The accompanying unaudited interim condensed
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
(“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and related notes for the year ended December 31, 2025. Certain information and footnote
disclosures normally included in annual financial statements have been condensed or omitted pursuant to SEC rules and regulations. In
the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring
nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year.
| [b] | Critical accounting estimates
and judgments |
The preparation of the unaudited interim condensed
consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions in the unaudited
interim condensed consolidated financial statements and notes thereto. Significant estimates, assumptions and judgments include judgment
in determining performance obligations; fair value measurement of crypto assets and receivables denominated in crypto assets; the assessment
of collectability of accounts receivable; the valuation and impairment assessment of strategic investments; accounting for business combinations;
and the assessment of contingent liabilities and loss contingencies. The Company is also exposed to risks inherent in crypto assets,
including price volatility, liquidity, and counterparty risks.
Actual results and outcomes could differ materially
from those estimates.
| 3. | SIGNIFICANT ACCOUNTING POLICIES |
The accompanying unaudited interim condensed
consolidated financial statements have been prepared in accordance with U.S. GAAP and follow the same accounting policies and methods
of application as disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2025, except
as otherwise disclosed herein.
| [a] | Principles of consolidation |
These unaudited
interim condensed consolidated financial statements include the accounts of the Company and its wholly owned and controlled subsidiaries.
All intercompany transactions and balances have been eliminated upon consolidation.
The Company determines revenue recognition
from contracts with customers through the following steps:
| · | identification
of the contract, or contracts, with the customer; |
| · | identification
of the performance obligations in the contract; |
| · | determination
of the transaction price; |
| · | allocation
of the transaction price to the performance obligations in the contract; and |
| · | recognition
of the revenue when, or as, the Company satisfies a performance obligation. |
Revenue is recognized when performance obligations
are satisfied, in an amount that reflects the consideration the Company expects to be entitled to in exchange for its activities.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Advisory and Onboarding
Advisory and Onboarding is the innovation
incubator that develops new products and provides governance infrastructure for decentralized protocols. Revenue is recognized ratably
over time as performance obligations are satisfied. Compensation is typically a fixed monthly fee, payable in U.S. dollars or stablecoins.
Digital Assets and Capital Markets Infrastructure
Digital Assets & Capital Markets is the
foundational revenue engine of the Company, encompassing the Company’s fully integrated, technology-enabled strategic partnership
that supports token generation events, token structuring, and integration capabilities for public market companies. Revenue is recognized
at the vesting date of tokens, which aligns with the satisfaction of performance obligations under each of the underlying arrangements.
Performance obligations comprise a combination of network advisory, infrastructure support, and technical enablement activities, including
strategic advisory on protocol design and launch, coordination with legal and governance stakeholders, and technical advisory services
such as smart contract development, auditing support, and web3 product integration. These services are typically completed prior to or
in connection with the vesting date, at which point the associated consideration becomes payable and revenue is recognized. Vesting commences
no earlier than the Token Generation Event, when an observable market price exists and rights to tokens are legally enforceable. The
Company measures such revenue at the fair value of tokens on the vesting date, using end-of-day (23:59:59 UTC) pricing.
Crypto assets received as non-cash consideration
are generally converted into cash within a short period of time (typically within 60 days). Cash flows resulting from the conversion
of such crypto assets are classified as investing activities in the consolidated statements of cash flows.
Real World Asset Infrastructure and Platform Services
Real World Asset ("RWA") Infrastructure
and Platform Services represents the Company's technology-enabled deployment and implementation services for institutional tokenized
real-world asset transactions. These services are provided through the Company's OpenWorld Enterprise® platform and include the design,
structuring, deployment, implementation and launch of tokenized financing and digital asset infrastructure solutions for institutional
clients. Contracts generally include a single integrated performance obligation consisting of highly interrelated activities that together
produce one combined output for the customer. Such activities may include transaction origination, commercial and enterprise architecture
design, transaction structuring, coordination with legal, accounting and other professional advisors, technology deployment, workflow
configuration, implementation management, commercial launch readiness and coordination of the activities necessary to achieve financial
close.
Revenue is recognized when control of the
combined implementation service transfers to the customer. This generally occurs upon completion of the deployment and implementation
engagement, which is typically evidenced by Financial Close (the contractual milestone at which the related financing transaction closes
pursuant to the applicable definitive transaction documents) or another contractually specified milestone at which:
| · | the
Company's implementation services have been substantially completed; |
| · | the
customer has obtained substantially all of the benefit of the deployment and implementation
services; |
| · | the
Company's right to consideration becomes unconditional; and |
| · | the
deployment and implementation fee becomes earned and payable under the contract. |
Fees relating to ongoing platform support,
administration, software subscriptions or other post-closing operational services are separate performance obligations and are recognized
over the period in which those services are provided.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Cost of sales primarily consists of direct
costs incurred to deliver the Company’s advisory and onboarding, digital assets and capital markets, and real world asset infrastructure
and platform service capabilities. These costs are recognized in the period in which the related performance obligations are satisfied
and revenue is recognized. Cost of sales primarily includes:
Professional and Consulting Fees:
Fees paid to third-party providers, contractors, external specialists, and other consultants who support the Company’s revenue-generating
activities.
Technology and Infrastructure Costs:
Direct expenses related to hosting, cloud computing, blockchain network usage, cybersecurity support, and other infrastructure required
to fulfill performance obligations under customer contracts.
Other Direct Costs: Out-of-pocket
expenses incurred in fulfilling customer contracts, including reimbursed client costs, transaction-specific expenditures, data services,
travel, and similar costs directly related to advisory and onboarding, digital assets or capital markets activities.
Costs not directly attributable to revenue-generating
activities are recorded within Operating Expenses, including general and administrative costs, consulting and management fees, bad debt
provisions, insurance, corporate legal and professional fees, travel not tied to customer contracts, and operating lease expenses. The
Company applies the practical expedient under ASC 606-10-50-14 and does not disclose remaining performance obligations for contracts
with original expected durations of one year or less.
| [d] | Consulting and management fees |
Consulting and management fees consist primarily
of compensation-related costs for personnel who support the Company’s operations, including (i) wages and salaries for employees
and (ii) fees and costs paid to independent contractors and consultants (collectively, “team wages”). These amounts may also
include employer payroll taxes and other personnel-related costs, as applicable. Consulting and management fees are recognized as expense
as the related activities are performed (generally on a straight-line basis over the service period when billed at fixed rates) and are
classified within operating expenses in the accompanying consolidated financial statements. Amounts owed but not yet paid at the reporting
date are included in accrued expenses and other current liabilities, and prepayments for services not yet received are recorded in prepaid
expenses and expensed as incurred.
| [e] | Accounts receivable and derivatives |
Accounts receivable consists of receivables
from revenues from contracts with customers and other receivables, net of allowances for expected credit losses. Accounts receivable
denominated in crypto assets are contractual rights to receive cash or crypto assets either on demand or on fixed or determinable dates
and are recognized as assets in the Consolidated Balance Sheet.
Certain crypto-denominated receivables are
subject to contractual lock-up restrictions, and the related fair value measurements may include discounts for lack of marketability.
Accounts receivable denominated in crypto
assets contain embedded derivative features arising from rights to receive fixed quantities of crypto assets under ASC 815, Derivatives
and Hedging, and are accounted for at fair value, with changes in fair value recognized in the Consolidated Statement of Operations within
“Net change in fair value of accounts receivable.”
These accounts receivable with embedded derivative
features are classified within Level 2 of the fair value hierarchy under ASC 820. The instruments are valued using observable market
prices for the underlying crypto assets, adjusted for contractual lock-up restrictions and related lack-of-marketability discounts.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company evaluates collectability in accordance
with ASC 326, Financial Instruments — Credit Losses and records an allowance for expected credit losses when necessary.
The Company accounts for cryptocurrencies,
tokens, and stablecoins (collectively, “crypto assets”) in accordance with ASC 350-60, Accounting for and Disclosure of
Crypto Assets. Crypto assets are measured at fair value with changes in fair value recognized in net income within “Change
in fair value, net.”
Crypto assets are initially recognized at
fair value on the date of acquisition or receipt, based on observable quoted market prices. For crypto assets with observable market
prices, fair value is determined using Level 1 inputs under ASC 820, Fair Value Measurement. They are classified as current or non-current
assets depending on management’s intent regarding use, including treasury holdings and operational purposes. Treasury holdings
are managed with regard to liquidity requirements, asset type concentration, and operational needs. The Company reviews the composition
and classification of treasury holdings at each reporting date to determine whether any reclassification between current and non-current
is warranted. As the Company’s crypto assets are held for and used in the ordinary course of business, they are classified as current
assets.
Gains and losses on crypto asset sales are
recognized on a first-in-first-out (“FIFO”) basis.
The Company holds its crypto assets through
a combination of institutional custodial accounts, multisignature wallet arrangements, and blockchain-based smart contracts used for
token vesting and related operational purposes. A substantial portion of the Company’s crypto assets are held through Coinbase
Prime with certain assets maintained in multisignature wallets or automated vesting contracts based on operational, commercial, and security
requirements. The allocation among custodial solutions is evaluated on a case-by-case basis depending on the type of crypto asset held,
liquidity and trading requirements, counterparty considerations, and the operational and security profile of the applicable custody solution.
The Company’s strategic investments
primarily include equity investments in public and privately held companies where the Company (1) holds less than 20% ownership in the
entity, and (2) does not exercise significant influence. Investments with readily determinable fair values are measured at fair value.
Investments without readily determinable fair values are accounted for under the alternative measurement in accordance with ASC 321 and
are measured at cost, less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments
of the same issuer. Adjustments related to observable price changes and impairment are recorded in Other (income) expenses, net in the
Consolidated Statements of Operations.
| [h] | Equity based compensation |
Stock options
The Company accounts for the stock
options issued to consultants and employees of the Company at the fair value of the options granted in accordance with ASC 718, Stock
Compensation.
The fair value of the options is
determined at the grant date using Black-Scholes option pricing model which requires assumptions including ordinary share price, expected
price volatility, expected term, risk-free interest rate, and dividend yield. The equity compensation expense is charged to operations
and is amortized over the vesting period on a straight-line basis, with the offset recorded to additional paid-in capital.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Restricted Shares
The Company accounts for restricted
shares granted to directors, officers, consultants and employees of the Company at fair value in accordance with ASC 718, Stock compensation.
Restricted shares are classified as equity and measured at fair value determined at the grant date based on the fair value of the Company’s
ordinary shares.
Certain restricted shares are subject
to service-based vesting and repurchase rights at the original issuance price upon termination. Compensation expense is recognized on
a straight-line basis over the requisite service period.
Compensation cost for restricted
shares subject to service-based vesting is recognized over the requisite service period, with a corresponding increase to additional
paid-in capital.
| [i] | Fair value measurements |
The Company measures certain assets and liabilities
at fair value in accordance with ASC 820, Fair Value Measurement. ASC 820 establishes a three-level hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value:
| • | Level
1 - Level 1 inputs are quoted prices in active markets for identical assets or liabilities
that the reporting entity can access at the measurement date. |
| • | Level 2 - Level 2 inputs
are observable inputs other than quoted prices included within Level 1, such as quoted prices
for similar assets or liabilities in active markets, or other inputs that are observable
or can be corroborated by observable market data. |
| • | Level 3 - Level 3 inputs
are unobservable inputs for the asset or liability, reflecting the Company’s own assumptions
about the assumptions that market participants would use in pricing the asset or liability. |
The Company’s crypto assets and current
investments are classified within Level 1, and accounts receivable including embedded derivative features and warrants receivable, are
classified within Level 2 under ASC 820. These instruments are valued using observable market prices for the underlying crypto assets,
adjusted for contractual lock-up restrictions and related lack-of-marketability discounts.
The Company discloses any transfers between
levels of the hierarchy when applicable. No transfers occurred during the periods presented.
| [j] | Related party transactions |
Related-party transactions are recognized
based on the terms of the underlying arrangements. Transactions with related parties may not have been conducted on terms equivalent
to those prevailing in arm's-length transactions.
| 4. | RECENT ACCOUNTING PRONOUNCEMENTS |
Recently adopted accounting pronouncements
The Company adopted ASU 2023-08, Accounting
for and Disclosure of Crypto Assets, effective January 1, 2024. The adoption did not have a material impact on the Company’s
unaudited interim condensed consolidated financial statements other than changes in presentation and disclosure.
The Company adopted ASU 2023-07, Improvements
to Reportable Segment Disclosures, effective December 31, 2024. The Company operates as a single reportable segment.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company adopted ASU 2024-01, Compensation—Stock
Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, effective January 1, 2025. The adoption did not
have a material impact on the Company’s unaudited interim condensed consolidated financial statements.
Accounting pronouncements pending adoption
In November 2024, the FASB issued ASU 2024-03,
Expense Disaggregation Disclosures. The standard requires expanded disclosure of certain expense categories within the notes to
the financial statements and is effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the
impact of adopting this standard.
In December 2025, the FASB issued ASU 2025-11,
Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify and improve interim financial reporting requirements,
including the disclosure requirements applicable to interim periods. The Company is currently evaluating the impact of adopting this
standard on its unaudited interim condensed consolidated financial statements and related disclosures.
Revenue disaggregated by category for the
three and six months ended June 30, 2026 and 2025 is presented in the table below:
| | |
Three
months ended June 30, | | |
Six
months ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Digital assets and capital markets infrastructure | |
$ | 772,289 | | |
$ | 241,029 | | |
$ | 3,861,116 | | |
$ | 7,830,409 | |
| Real World Asset infrastructure and platform services | |
| 2,700,000 | | |
| - | | |
| 2,700,000 | | |
| - | |
| Advisory and onboarding | |
| 632,580 | | |
| 950,528 | | |
| 1,204,267 | | |
| 2,090,760 | |
| Total revenue | |
$ | 4,104,869 | | |
$ | 1,191,557 | | |
$ | 7,765,383 | | |
$ | 9,921,169 | |
For the three months ended June 30, 2026,
one customer accounted for approximately $2.70 million (66%) of total revenue in the form of a single RWA revenue contract (the “Contract”)
with a customer with aggregate consideration of approximately $9.00 million. The consideration is fixed and allocated among the Contract’s
performance obligations in accordance with their relative standalone selling prices, where applicable.
Revenue is recognized as performance obligations
are satisfied and control of the related services is transferred to the customer. The Company recognizes revenue over time using an input
method based on costs incurred relative to total estimated costs, which management believes faithfully depicts the transfer of services
under the Contract.
This method requires management to assess
progress toward completion and estimate the costs necessary to satisfy the remaining performance obligations. Changes in such estimates
may affect the timing and amount of revenue recognized.
The Contract contains fixed consideration
and does not contain material variable consideration, non-cash consideration, or significant financing components. Accordingly, management
exercises limited judgment in determining the transaction price.
As of June 30, 2026, approximately $6.30 million
of transaction price remained unallocated due to the stage of completion of the performance obligations at that date. The Company expects
to recognize this amount as revenue as the remaining services are performed over the contractual service period. Because the Contract
has an original expected duration greater than one year, the practical expedient for contracts with an original expected duration of
one year or less does not apply. No other individual customer accounted for greater than 10% of revenue for the three months ended June
30, 2026.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
For the three months ended June 30, 2025,
one customer accounted for approximately $0.26 million (27%) of total revenue, and a second customer accounted for approximately $0.11
million (11%) of total revenue. No other individual customer accounted for greater than 10% of revenue.
For the six months ended June 30, 2026, one
customer accounted for approximately $2.70 million (35%) of total revenue, a second customer accounted for approximately $1.12 million
(14%) of total revenue, and a third customer accounted for approximately $1.11 million (14%) of total revenue. No other individual customer
accounted for greater than 10% of revenue.
For the six months ended June 30, 2025, one
customer accounted for approximately $2.05 million (22%) of total revenue, a second customer accounted for approximately $1.68 million
(18%) of total revenue, a third customer accounted for approximately $1.33 million (14%) of total revenue, and a fourth customer accounted
for approximately $1.16 million (12%) of total revenue. No other individual customer accounted for greater than 10% of revenue.
Contract assets represent revenue recognized
prior to the Company’s right to invoice customers and relate to RWA infrastructure and platform services. Contract liabilities
consist primarily of advance billings and payments received from customers for services not yet transferred.
The following table presents contract balances
as of June 30, 2026 and December 31, 2025:
| | |
Contract
assets | | |
Contract
liabilities | |
| Beginning balance, December 31, 2025 | |
$ | - | | |
$ | 125,590 | |
| Advance billings and customer prepayments | |
| - | | |
| 1,153,977 | |
| Revenue recognized in advance of billing | |
| 2,730,000 | | |
| - | |
| Reduction due to revenue recognized | |
| (30,000 | ) | |
| (1,204,267 | ) |
| Ending balance, June 30, 2026 | |
$ | 2,700,000 | | |
$ | 75,300 | |
Revenue recognized during the six months ended
June 30, 2026 that was included in the beginning contract liability balance was approximately $125,590.
Cost of sales for the three months ended June
30, 2026 increased to $238,278 compared to $140,476 for the three months ended June 30, 2025. Cost of sales for the six months ended
June 30, 2026, increased to $342,673 compared to $324,578 for the six months ended June 30, 2025.
Cash balance includes certain amounts that
are restricted as to use. Restricted cash consists of funds held for the Company’s REAP card, which are designated for specific
related expenditures charged to the card and are not available for general operating purposes.
The following table presents the Company’s
cash as of June 30, 2026, and December 31, 2025.
| | |
June
30, 2026 | | |
December
31, 2025 | |
| Cash | |
$ | 619,866 | | |
$ | 723,584 | |
| Restricted cash | |
| - | | |
| 5,838 | |
| Total cash | |
$ | 619,866 | | |
$ | 729,422 | |
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026, the REAP card balance was reclassified from
restricted cash to digital assets as the underlying balance consisted of stablecoins. Accordingly, restricted cash was $nil as of June
30, 2026.
Accounts receivable consists primarily of
amounts due from customers comprising crypto assets and other receivables. Accounts receivable – crypto assets (see below) include
embedded derivative features arising from the right to receive a fixed quantity of crypto assets. These instruments are accounted for
in their entirety at fair value, with changes in fair value recognized in the Consolidated Statement of Operations within “Change
in fair value, net.” The contractual amounts of accounts receivable denominated in crypto assets approximate their fair value as
of each reporting date.
The following table presents the Company’s
accounts receivable as of June 30, 2026, and December 31, 2025.
| | |
June
30, 2026 | | |
December
31, 2025 | |
| Accounts receivable - crypto assets | |
$ | 557,354 | | |
$ | 1,211,696 | |
| Accounts receivable - other | |
| 800,309 | | |
| 54,527 | |
| Total
accounts receivable | |
$ | 1,357,663 | | |
$ | 1,266,223 | |
The following table presents a reconciliation
of accounts receivable, including embedded derivative features, as of June 30, 2026, and December 31, 2025:
| | |
June
30, 2026 | | |
December
31, 2025 | |
| Gross accounts receivable, beginning balance | |
$ | 2,559,072 | | |
$ | 14,804,519 | |
| Additions / new contracts | |
| 3,943,538 | | |
| 26,652,008 | |
| Settlements | |
| (3,212,579 | ) | |
| (22,636,869 | ) |
| Net change in fair value of accounts receivable | |
| (330,801 | ) | |
| (11,711,086 | ) |
| Change in contract terms | |
| - | | |
| (4,549,500 | ) |
| Gross
accounts receivable, ending balance | |
$ | 2,959,230 | | |
$ | 2,559,072 | |
| Allowance for doubtful accounts, beginning balance | |
$ | (1,292,849 | ) | |
$ | (869,906 | ) |
| Provision for expected credit losses | |
| (308,718 | ) | |
| (422,943 | ) |
| Allowance
for doubtful accounts, ending balance | |
$ | (1,601,567 | ) | |
$ | (1,292,849 | ) |
| Net accounts receivable,
ending balance | |
$ | 1,357,663 | | |
$ | 1,266,223 | |
In 2025, Open World Inc. entered into an amendment
to an existing contract with a third party. The amendment modified certain terms and conditions of the original agreement, including
a reduction in the token supply to be delivered under the contract, resulting in a decrease in accounts receivable of $4,549,500.
Credit Risk
Accounts receivable
expose the Company to credit risk arising from counterparties’ inability to satisfy amounts
due. The Company monitors the creditworthiness of its customers on an ongoing basis and records allowances for expected credit losses
based on historical loss experience, the aging of balances, and management’s assessment of current and expected future economic
conditions.
For the three months ended June 30, 2026 and
2025, one and two customers accounted for approximately 66% and 38% of total revenue, respectively. For the six months ended June 30,
2026 and 2025, three and four customers accounted for approximately 63% and 66% of total revenue, respectively.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026 and December 31, 2025,
four customers and one customer, respectively, each represented more than 10% of the Company’s total accounts receivable balance.
Fair Value Hierarchy
The Company’s accounts receivable -
crypto assets, including embedded derivative features, are classified within Level 2 of the fair-value hierarchy under ASC 820. The instruments
are valued using observable market prices for the underlying crypto assets, adjusted for contractual lock-up restrictions and related
lack-of-marketability discounts.
The Company accounts for crypto assets in
accordance with ASU 2023-08, Accounting for and Disclosure of Crypto Assets. Crypto assets are classified as intangible assets
and measured at fair value at each reporting date, with changes in fair value recognized in net income.
Crypto assets held for operations are received
as a form of payment and are converted to cash or used in the ordinary course of business. Stablecoins, such as USDT, are redeemable
on a one-to-one basis for U.S. dollars and are classified as crypto assets held for operations in the Consolidated Balance Sheet.
The following table summarizes the Company’s
crypto assets as of June 30, 2026, and December 31, 2025 (in USD):
| Category | | |
June 30, 2026 | | |
December 31,
2025 | |
| | | |
Units | | |
Cost
Basis ($) | | |
Fair
Value ($) | | |
Units | | |
Cost
Basis ($) | | |
Fair
Value ($) | |
| Stablecoins | | |
| 486,646 | | |
$ | 486,646 | | |
$ | 486,646 | | |
| 340,438 | | |
$ | 340,438 | | |
$ | 340,438 | |
| Tokens | | |
| 19,812,789 | | |
| 6,111,036 | | |
| 1,123,502 | | |
| 64,111,091 | | |
| 8,737,332 | | |
| 582,549 | |
| Total | | |
| 20,299,435 | | |
$ | 6,597,682 | | |
$ | 1,610,148 | | |
| 64,451,529 | | |
$ | 9,077,770 | | |
$ | 922,987 | |
The following table presents a reconciliation
of the crypto assets held for operations by the Company as of June 30, 2026, and December 31, 2025:
| | |
June
30, 2026 | | |
December
31, 2025 | |
| Beginning balance, January 1 | |
$ | 922,987 | | |
$ | 8,007,056 | |
| Additions (purchases/receipts) | |
| 5,909,638 | | |
| 25,198,384 | |
| Disposals (sales/payments) | |
| (4,712,976 | ) | |
| (27,253,393 | ) |
| Net change in gains | |
| 972,946 | | |
| 4,888,166 | |
| Net change in losses | |
| (1,482,447 | ) | |
| (9,917,226 | ) |
| Ending balance,
June 30 and December 31 | |
$ | 1,610,148 | | |
$ | 922,987 | |
| | |
Three months ended June 30, | | |
Six months ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Realized gains | |
$ | - | | |
$ | 168,900 | | |
$ | 88,089 | | |
$ | 1,788,816 | |
| Realized losses | |
| - | | |
| (555 | ) | |
| | | |
| (1,740,893 | ) |
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company’s crypto assets primarily consist of USDT/DKUSD,
GWEI, and IO, with de minimis holdings of certain other digital assets received in the ordinary course of business. The following table
sets forth, for each crypto asset, the number of units held and the corresponding fair value as of June 30, 2026:
June 30, 2026:
| Crypto
Assets |
Units
Held |
Fair
Value (US$) |
| USDT/DKUSD/USDC |
486,646 |
486,646 |
| GWEI |
6,666,664 |
836,666 |
| IO |
1,312,500 |
216,956 |
| Other
crypto assets(1) |
11,833,625 |
69,880 |
| Total |
20,299,435 |
1,610,148 |
December 31, 2025:
| Crypto
Assets |
Units
Held |
Fair
Value (US$) |
| USDT/DKUSD/USDC |
340,438 |
340,438 |
| ERA |
727,273 |
141,091 |
| IO |
1,875,000 |
286,875 |
| Other
crypto assets(1) |
61,508,818 |
154,583 |
| Total |
64,451,529 |
922,987 |
| (1) | Includes various other crypto asset balances, none of which individually
represented more than 5% of the fair value of total crypto assets held at fair value. |
The fair value of the Company’s crypto
assets is determined based on quoted prices in active markets (Level 1 inputs) as of the reporting date.
The Company holds crypto assets in self-custodied
wallets and with third-party custodians. These balances are not bank deposits and are not insured by the FDIC or SIPC. Accordingly, the
Company is subject to custodial, counterparty, and cybersecurity risks in the event of custodian insolvency, security breaches, or technological
failures. When crypto assets are disposed of, realized gains and losses are calculated using the FIFO (first-in, first-out) method.
The Company leases office space under a non-cancellable
operating lease agreement. The lease commenced on April 2, 2024, and has a five-year term expiring on April 1, 2029.
Right-of-Use Assets and Lease Liabilities
The balances of operating lease right-of-use
assets and lease liabilities as of June 30, 2026, and December 31, 2025 are as follows:
| | |
June
30, 2026 | | |
December
31, 2025 | |
| Operating lease Right-of-use asset, net | |
$ | 840,674 | | |
$ | 982,858 | |
| Lease Liability: | |
| | | |
| | |
| Operating lease liability, current | |
| 295,759 | | |
| 284,651 | |
| Operating lease liability, non-current | |
| 573,147 | | |
| 723,844 | |
| Total
operating lease liability | |
$ | 868,906 | | |
$ | 1,008,495 | |
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Maturity of Lease Liabilities
Future lease payments under non-cancellable
operating leases as of June 30, 2026, were:
| Year | | |
Total
($) | |
| 2026 | | |
$ | 162,063 | |
| 2027 | | |
| 331,432 | |
| 2028 | | |
| 341,381 | |
| 2029 | | |
| 85,971 | |
| Total
undiscounted lease payments | | |
$ | 920,847 | |
| Less: imputed interest | | |
| (51,941 | ) |
| Present
value of lease liability | | |
$ | 868,906 | |
| 12. | RELATED PARTY TRANSACTIONS |
The Company conducts business with certain
related parties in the ordinary course of its operations. Related parties include entities affiliated with the Company through common
ownership, management, or other relationships, as well as directors, officers, and significant stockholders. These transactions were
undertaken as part of the Company’s normal business activities.
The following table summarizes the Company’s
transactions with related parties for the three and six months ended June 30, 2026, and June 30, 2025:
| | |
Three
months ended June 30, | | |
Six
months ended June 30, | |
| Description | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue | |
$ | 2,925,000 | | |
$ | - | | |
$ | 2,925,000 | | |
$ | - | |
| Consulting and management fees | |
| 1,352,601 | | |
| 1,388,554 | | |
| 2,769,642 | | |
| 2,925,396 | |
| Expenses incurred in relation to consulting fees | |
| 97,040 | | |
| 61,639 | | |
| 129,021 | | |
| 85,722 | |
| Other income | |
| 11,478 | | |
| - | | |
| 11,478 | | |
| - | |
The following table summarizes the Company’s
balances with related parties as of June 30, 2026, and December 31, 2025:
| Balances
as of | |
June
30, 2026 | | |
December
31, 2025 | |
| Outstanding payables, net | |
$ | 273,117 | | |
$ | 337,403 | |
| Accounts receivable | |
| 236,478 | | |
| - | |
| Contract asset | |
| 2,700,000 | | |
| - | |
| Loans receivable | |
| 7,237 | | |
| 814,369 | |
| Notes receivable | |
| 201,274 | | |
| - | |
| Notes payable | |
| 1,522,514 | | |
| - | |
Outstanding payable balances, net include
amounts due to and from related parties and are unsecured, non-interest bearing, and settled in the ordinary course of business. Included
in notes receivable as of June 30, 2026 is $201,274 related to notes receivable from a related party. The remaining balance of $125,312
relates to notes receivable from unrelated third parties.
Notes Payable
On January 5, 2026, the Company entered into
a loan agreement with Webslinger Holdings Inc., a significant stockholder of the Company, which was amended and restated on May 25, 2026.
The Company received loan proceeds of $750,000 on January 16, 2026, an additional advance of $400,000 on April 30, 2026, and a further
advance of $350,000 on May 19, 2026, for total principal borrowings of $1,500,000. The loan bears interest at 5.0% per annum and matures
on August 4, 2026. The Company may prepay the loan, in whole or in part, at any time before the maturity date without penalty. Subsequent
to June 30, 2026, the Company entered into an amendment to the loan agreement extending the maturity date to November 2, 2026.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Notes Receivable
On January 20, 2026, the Company entered into
a strategic partnership agreement with mCloud Technologies Saudi Arabia, an entity affiliated with the Company’s President, related
to initiatives involving real-world asset tokenization in the Kingdom of Saudi Arabia. In connection with the arrangement, on January
27, 2026, the Company entered into a promissory note agreement pursuant to which the Company agreed to advance $50,000. Funds were advanced
on February 3, 2026. The note bears interest at 3.63% per annum, matures on January 27, 2027, and is repayable on demand by the Company.
Subsequently, on May 28, 2026, the Company entered into a second promissory note agreement pursuant to which the Company agreed to advance
an additional $150,000. The second note bears interest at 3.85% per annum, matures on May 28, 2027, and is repayable on demand by the
Company. Both notes are secured by a first-priority security interest in the borrower’s assets.
Interest expense, net of $19,374 for the six
months ended June 30, 2026 (2025: $nil), is presented net of interest income earned during the period. Gross interest expense of $22,514
relates to interest accrued on notes payable. Interest income of $3,140 consists of interest earned on the Company's notes receivable
and interest-bearing account balances.
Interest expense, net of $12,694 for the three
months ended June 30, 2026 (2025: $nil), is presented net of interest income earned during the period. Gross interest expense of $14,808
relates to interest accrued on notes payable. Interest income of $2,114 consists of interest earned on the Company's notes receivable
and interest-bearing account balances.
Loans Receivable
On November 2, 2025, the Company entered into
a Master Loan Agreement with Mosaic Capital Inc., an entity for which an officer of the Company serves as a director. The Company lent
crypto assets to Mosaic under the agreement. The loan provides for a variable return based on changes in net asset value and may be repaid
in cash or crypto assets. The loan is not secured by specific collateral.
The loans receivable are measured at fair
value, with changes in fair value recognized in gain or loss. Upon settlement, the difference between the carrying value of the receivable
and the value of consideration received is recognized as a realized gain or loss. For the three and six months ended June 30, 2026, the
Company recognized a gain of $1,147,575 and a loss of $198,717, respectively, from changes in fair value (three and six months ended
June 30, 2025 – $nil and $nil, respectively).
Office sublease arrangements
The Company has office sublease arrangements
with Mosaic Capital Inc., an entity for which an officer of the Company serves as a director, and Cara Global Limited, a related party
due to relationships between the Company and the entity that provides director services to Cara Global Limited. Under the arrangements,
each related party pays 1% of base rent, maintenance charges and other occupancy costs through March 31, 2029. The arrangements are on
a pass-through basis, and the Company does not derive any profit.
For the three and six months ended June 30,
2026, the Company recognized rental income of $11,478 and $11,478, respectively (2025: $nil and $nil, respectively), consisting of $7,840
from Mosaic Capital Inc. and $3,638 from Cara Global Limited. As of June 30, 2026, $7,840 and $3,638 were due from Mosaic Capital Inc.
and Cara Global Limited, respectively, and included in accounts receivable.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Eidos Foundation
During the three and six months ended June
30, 2026, the Company provided RWA infrastructure and platform services to Eidos Foundation (the “Foundation”), a related
party due to relationships between the Company and the entity that provides director services to the Foundation, and recognized revenue
of $2,700,000 and $2,700,000, respectively (2025: $nil and $nil, respectively). As of June 30, 2026, $2,700,000 related to the arrangement
was included in contract assets. The Foundation is a separate legal entity and is not owned or controlled by the Company.
Accru Finance Ltd.
During the three and six months ended June
30, 2026, the Company provided finance advisory and related services to Accru Finance Ltd., a related party because its parent company
is a significant stockholder of the Company, and recognized revenue of $225,000 and $225,000, respectively (2025: $nil and $nil, respectively).
As of June 30, 2026, $225,000 was due from Accru Finance Ltd. and included in accounts receivable.
| 13. | COMMITMENTS AND CONTINGENCIES |
The Company is subject to various claims and
legal proceedings in the normal course of business. The Company evaluates these matters on an ongoing basis and records provisions when
a loss is considered probable and reasonably estimable, in accordance with ASC 450, Contingencies.
The Company leases office space in the Cayman
Islands. Annual lease commitments are disclosed in Note 11.
As of June 30, 2026, and December 31, 2025,
the Company had no other material commitments or loss contingencies requiring disclosure.
The Company is incorporated as an exempted
company limited by shares under the Companies Act of the Cayman Islands. Pursuant to its Memorandum of Association, the Company is authorized
to issue 500,000,000 ordinary shares, with a par value of $0.0001 per share, representing total authorized share capital of $50,000.
| [b] | Ordinary shares issued |
Each ordinary share entitles the holder to
one vote per share, the right to receive dividends as and when declared by the Board of Directors, and a pro rata share of the residual
assets of the Company upon liquidation. Certain ordinary shares issued were subject to Restricted Stock Purchase Agreements with vesting
schedules, transfer restrictions, and repurchase rights in favor of the Company.
On October 9, 2025, the Company completed
a corporate reorganization (the “Reorganization”) pursuant to which Open World Ltd. became the parent company of Open World
Inc. and Webslinger Advisors SEZC Inc. The transaction was accounted for as a reorganization of entities under common control in accordance
with ASC 805-50, Business Combinations, and the consolidated financial statements have been retrospectively presented as if the reorganization
had occurred on January 1, 2023, with the combining entities reflected at historical carrying values.
On June 17, 2026, the Company cancelled 584
unvested ordinary shares previously issued to a consultant. The shares were returned to the Company and recorded as treasury shares.
In connection with the cancellation, the Company incurred a liability to repurchase the unvested ordinary shares.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026, the Company had 126,080
ordinary shares issued, of which 584 shares were held as treasury shares, resulting in 125,496 ordinary shares outstanding. As of December
31, 2025, the Company had 126,080 ordinary shares issued and outstanding, with no treasury shares held.
| [c] | Additional paid-in capital |
Additional paid-in capital (“APIC”)
represents amounts received in excess of the par value of ordinary shares and includes equity-based compensation and other equity transactions.
During the three and six months ended June
30, 2026, the Company recognized stock-based compensation expense of $303,116 and $604,820, respectively, which was recorded in APIC
(three and six months ended June 30, 2025 – $nil and $nil, respectively).
As of June 30, 2026, and December 31, 2025,
APIC totaled $4,983,923 and $4,379,103, respectively. Changes in APIC for the six months ended June 30, 2026 and 2025 are presented in
the consolidated statements of stockholders’ equity.
| [d] | Simple agreements for future
equity |
During the year ended December 31, 2024, the
Company issued Simple Agreements for Future Equity (“SAFEs”) to various investors for an aggregate amount of $2,000,000.
The SAFEs provide the holder the right to receive shares in the Company upon the occurrence of future equity financing, liquidity event,
or dissolution. The Company evaluated the SAFEs under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives
and Hedging, including embedded derivative considerations under ASC 815-15, and concluded the SAFEs qualify for equity classification.
Accordingly, the SAFEs are classified within stockholders’ equity in accordance with ASC 505.
Key terms include:
| ● | Post-Money
Valuation Cap: $20,000,000; |
| ● | Conversion:
Upon an equity financing, each SAFE converts into the greater of (i) preferred shares based
on the financing price, or (ii) SAFE preferred shares based on the SAFE price; |
| ● | Liquidity/Dissolution:
In such events, holders receive the greater of (i) their purchase amount, or (ii) the amount
payable had the SAFE converted into ordinary shares at the Liquidity Price; |
| ● | Liquidation
Priority: Junior to debt, pari passu with other SAFEs and preference shares, and senior to
ordinary shares. |
During the six months ended June 30, 2026,
the Company issued additional SAFEs for proceeds of $1,550,000. The additional SAFEs contain terms substantially consistent with the
Company’s existing SAFEs, including conversion, liquidity or dissolution, and liquidation priority provisions, and includes a post-money
valuation cap of $150,000,000.
During June 2026, the Company entered into
amendment agreements with the holders of its outstanding SAFEs in connection with its planned equity financing. The amendments provide
for the conversion of the outstanding SAFEs into ordinary shares upon the initial closing of the financing. The amendments also revised
the valuation cap applicable to the $150,000,000 valuation cap SAFE tranche to $135,000,000. The $20,000,000 valuation cap SAFE tranche
was otherwise unchanged.
The amendments are contingent upon the closing
of the planned financing. Until such time, the SAFEs remain outstanding under their existing terms. If the financing does not occur,
the amendments will not become effective.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
| [e] | Stock Options and Restricted
Shares |
The Company adopted an equity incentive plan
(the “Plan”) in 2025, which permits the grant of stock options and other equity awards to directors, officers, employees
and other eligible participants. Awards under the Plan are subject to vesting conditions determined by the Board of Directors.
Stock Options
On December 10, 2025, the Company granted
13,920 stock options under the Plan. Each option entitles the holder to purchase one ordinary share at an exercise price of $168.67 per
share and is subject to service-based vesting conditions.
The grant-date fair value of the options was
estimated using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate of 3.84%, expected volatility
of 75%, expected term of six years, and dividend yield of 0%. The weighted-average grant-date fair value was $115.01 per option.
Restricted Shares
On December 10, 2025, the Company issued 25,823
ordinary shares pursuant to Restricted Share Subscription Agreements. The fair value of the restricted shares on the grant-date was $168.67
per share. The shares are subject to service-based vesting conditions for certain recipients, including one-year cliff provisions and
vesting periods of either three or four years, as applicable. Certain shares were fully vested upon issuance. Compensation cost is recognized
on a straight-line basis over the requisite service period.
As of June 30, 2026, 24,185 restricted shares
were vested and 1,638 remained unvested. As of June 30, 2026, total unrecognized compensation cost related to unvested restricted shares
was approximately $218,057, which is expected to be recognized over a weighted-average period of approximately 0.5 years.
Stock-based compensation expense for the three
and six months ended June 30, 2026 and 2025 was as follows:
| | |
Three
months ended June 30, | | |
Six
months ended June 30, | |
| Description | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Stock options | |
$ | 128,395 | | |
$ | - | | |
$ | 255,378 | | |
$ | - | |
| Restricted shares | |
| 174,721 | | |
| - | | |
| 349,442 | | |
| - | |
| Total stock-based compensation | |
$ | 303,116 | | |
$ | - | | |
$ | 604,820 | | |
$ | - | |
| [f] | Dilutive common shares |
As of June 30, 2026, the Company’s potentially
dilutive securities are comprised of the SAFEs noted above. The potential effects thereof are disclosed in Note 15.
During the three and six months ended June
30, 2026 and 2025, the Company declared no dividends. Dividends are recognized when declared by the Board of Directors and are presented
as a reduction of retained earnings in the accompanying unaudited interim condensed consolidated financial statements.
| [h] | Warrants to issue ordinary shares |
As of June 30, 2026, the Company had entered
into an agreements that may result in the issuance of up to 3,000,000 warrants in connection with a go-to-market and business development
arrangement. However, such warrants had not been issued or outstanding as of June 30, 2026.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The warrants, if issued, are expected to have
an exercise price determined based on a discount to the public offering price of the Company’s shares at the time of a public listing
and would become exercisable upon the occurrence of such public listing. The warrants are expected to have a contractual term to be determined
at the time of issuance. The Company will evaluate any warrants issued under ASC 815-40 at the time of issuance to determine the appropriate
classification as either equity or liability instruments. Based on the expected terms, the Company anticipates that such warrants would
qualify for equity classification, as they are expected to require settlement solely in a fixed number of shares of the Company’s
ordinary shares and be indexed to the Company’s own stock without features requiring net cash settlement.
If issued, the warrants would be recorded at fair value within additional paid-in capital and would not be subsequently remeasured if
classified as equity. Full exercise would result in the issuance of up to 3,000,000 shares, which may be dilutive.
Basic earnings per share is computed by dividing
net income by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share reflects the potential
dilution from the assumed exercise or conversion of instruments into ordinary shares, if dilutive.
| | |
Three
months ended June 30, | | |
Six
months ended June 30, | |
| (in USD, except share
data) | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net loss | |
$ | (1,249,816 | ) | |
$ | (4,161,957 | ) | |
$ | (5,859,815 | ) | |
$ | (8,905,208 | ) |
| Weighted-average shares outstanding —
basic | |
| 125,997 | | |
| 107,964 | | |
| 126,038 | | |
| 109,489 | |
| Weighted-average shares outstanding —
diluted | |
| 125,997 | | |
| 107,964 | | |
| 126,038 | | |
| 109,489 | |
| Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic and Diluted | |
$ | (10 | ) | |
$ | (39 | ) | |
$ | (46 | ) | |
$ | (81 | ) |
Diluted earnings per share for the three and
six months ended June 30, 2026 excludes the effect of $15,746 potentially dilutive ordinary shares issuable upon conversion of outstanding
SAFEs (June 30, 2025: 11,337) because their inclusion would have been anti-dilutive due to the net losses for the periods.
| 16. | FAIR VALUE MEASUREMENTS |
The Company’s financial instruments
consist of cash, accounts receivable, other receivables, investments, accounts payable and accrued liabilities, notes payable, lease
liabilities, and derivative instruments. Except as noted below, the carrying amounts of these instruments approximate their fair values
due to their short maturity. The fair value of long-term lease liabilities also approximates their carrying amounts because of changes
in interest rates and the Company’s credit risk since inception has been insignificant.
In addition to financial instruments, the
Company holds crypto assets that are measured at fair value in accordance with ASC 350-60, Accounting for and Disclosure of Crypto
Assets. Crypto assets are presented separately from financial instruments within the fair value hierarchy tables below.
The Company measures certain financial assets
and liabilities at fair value in accordance with ASC 820, Fair Value Measurement, which establishes a hierarchy that prioritizes
the inputs used in measuring fair value as follows:
Level 1: Quoted prices (unadjusted)
in active markets for identical assets or liabilities.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Level 2: Inputs other than quoted prices
that are observable, either directly or indirectly.
Level 3: Significant unobservable inputs
that reflect the Company’s own assumptions about the assumptions that market participants would use.
Fair Value Hierarchy
The following table presents assets and liabilities
measured at fair value on a recurring basis as of June 30, 2026, and December 31, 2025 (in USD):
| Assets | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| June 30, 2026 | |
| | |
| | |
| | |
| |
| Accounts receivable – crypto assets | |
$ | - | | |
$ | 557,354 | | |
$ | - | | |
$ | 557,354 | |
| Crypto assets | |
| 1,610,148 | | |
| - | | |
| - | | |
| 1,610,148 | |
| Warrants receivable | |
| - | | |
| 40,888 | | |
| - | | |
| 40,888 | |
| Investment – current portion | |
| 52,373 | | |
| - | | |
| - | | |
| 52,373 | |
| Loans receivable | |
| - | | |
| 7,237 | | |
| - | | |
| 7,237 | |
| Total | |
$ | 1,662,521 | | |
$ | 605,479 | | |
| - | | |
$ | 2,268,000 | |
| Assets | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| December 31, 2025 | |
| | |
| | |
| | |
| |
| Accounts Receivable – crypto assets | |
$ | - | | |
$ | 1,211,696 | | |
| - | | |
$ | 1,211,696 | |
| Crypto Assets | |
| 922,987 | | |
| - | | |
| - | | |
| 922,987 | |
| Shares and warrants receivable | |
| 156,000 | | |
| 429,599 | | |
| - | | |
| 585,599 | |
| Investment – current portion | |
| 539,328 | | |
| - | | |
| - | | |
| 539,328 | |
| Loan receivable | |
| - | | |
| 814,369 | | |
| - | | |
| 814,369 | |
| Total | |
$ | 1,618,315 | | |
$ | 2,455,664 | | |
| - | | |
$ | 4,073,979 | |
Change in Presentation - Net Fair Value
Adjustments
Effective for the three and six months ended
June 30, 2026, the Company has changed the presentation of net fair value adjustments in the unaudited interim condensed consolidated
statements of operations and cash flows. Net changes in the fair value of investments, shares and warrants receivable, crypto assets,
receivables, and loans receivable are now presented as a single line item, "Change in fair value, net," within other income
(expense) for all periods presented. These amounts were presented as separate line items in the unaudited interim consolidated statement
of operations for the three months ended March 31, 2026. This change represents a reclassification of presentation only and has no impact
on previously reported net loss, total assets, shareholders' equity, or cash flows.
The table below reconciles the amounts presented
for the three months ended March 31, 2026 under the prior presentation to the current presentation:
| | |
Prior
presentation | | |
Reclassification | | |
As
currently presented | |
| Net change in fair value of investments | |
$ | (590,657 | ) | |
$ | 590,657 | | |
$ | - | |
| Net change in fair value of shares and warrants receivable | |
| (1,046,357 | ) | |
| 1,046,357 | | |
| - | |
| Net change in fair value of crypto assets | |
| 216,012 | | |
| (216,012 | ) | |
| - | |
| Net change in fair value of receivable | |
| (367,015 | ) | |
| 367,015 | | |
| - | |
| Net change in fair value of loans receivable | |
| (1,346,292 | ) | |
| 1,346,292 | | |
| - | |
| Change in fair value, net – three months
ended March 31, 2026 | |
| - | | |
| (3,134,309 | ) | |
| (3,134,309 | ) |
| Change in fair value, net – three months
ended June 30, 2026 | |
| | | |
| | | |
$ | (52,559 | ) |
| Change in fair value, net – six months
ended June 30, 2026 | |
| | | |
| | | |
$ | (3,186,868 | ) |
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company is incorporated in the Cayman
Islands, which does not impose corporate income and capital gains taxes. Accordingly, no provision for income taxes has been recorded
in the accompanying unaudited interim condensed consolidated financial statements.
The Company also has a subsidiary incorporated
in the United States that is subject to U.S. federal and state income taxes. However, such subsidiary generated operating losses during
the periods presented and no current income tax expense was recorded.
As of June 30, 2026, and December 31, 2025,
the Company had no unrecognized tax benefits, and no interest or penalties related to uncertain tax positions have been recognized in
the unaudited interim condensed consolidated financial statements.
Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities. As of June 30, 2026 and December 31, 2025, the Company had not recognized material deferred
tax assets or liabilities in the accompanying unaudited interim condensed consolidated financial statements.
The Company evaluates tax positions to determine
whether they are more likely than not to be sustained upon examination. The Company’s evaluation as of June 30, 2026, and December
31, 2025, did not result in the recognition of any uncertain tax positions.
Current Investments
In August 2025, the Company entered into a
Strategic Advisory and Implementation Agreement with IP Strategy Holdings, Inc. (formerly Heritage Distilling Holding Company, Inc.)
(“IPST”), pursuant to which the Company was entitled to 5,000 shares of IPST common stock and warrants to purchase 20,000
shares at an exercise price of $4.00 per share as consideration under the arrangement. The shares were fully vested upon issuance. The
warrants have a five-year term and vest subject to time-based and market performance conditions.
In August 2025, the Company acquired 17,286
shares of IPST common stock for total consideration of $4,178,407. Share amounts presented herein have been retrospectively adjusted
to reflect IPST’s one-for-twenty reverse stock splits completed on November 5, 2025 and April 23, 2026.
During the six months ended June 30, 2026,
the Company received an additional 5,000 shares of IPST common stock with a carrying value of $169,000 in settlement of a share receivable.
During the three and six months ended June 30, 2026, an additional 3,908 and 10,857 IPST warrants, respectively, vested.
The IPST common shares are measured at fair
value using quoted market prices (Level 1), and the warrants are measured at fair value using an option pricing model with observable
inputs (Level 2).
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
As of June 30, 2026, the carrying value of
the Company’s IPST common shares and warrants was $92,761 (December 31, 2025: $1,124,927). During the three and six months ended
June 30, 2026, the Company recognized losses of $510,834 and $2,147,848, respectively, from changes in fair value (three and six months
ended June 30, 2025: $nil and $nil, respectively).
The following table summarizes the Company’s
IPST common shares and warrants as of June 30, 2026:
| Assets | |
IPST
Shares receivable | | |
IPST
Warrants receivable | | |
Investment
in IPST shares | | |
Total | |
| Beginning Balance ($) | |
$ | 156,000 | | |
$ | 429,599 | | |
$ | 539,328 | | |
$ | 1,124,927 | |
| Additions | |
| - | | |
| 1,115,683 | | |
| - | | |
| 1,115,683 | |
| Settlement of shares receivable | |
| (169,000 | ) | |
| - | | |
| 169,000 | | |
| - | |
| Change in fair value | |
| 13,000 | | |
| (1,504,894 | ) | |
| (655,955 | ) | |
$ | (2,147,849 | ) |
| Ending Balance ($) | |
$ | - | | |
$ | 40,388 | | |
$ | 52,373 | | |
$ | 92,761 | |
| Ending Units (warrants and shares) | |
| - | | |
| 19,375 | | |
| 22,286 | | |
| 41,661 | |
As of June 30, 2026, the carrying value of
the Company's IPST common shares and IPST warrants was $92,761. The Company also held other warrants receivable with a carrying value
of $500, resulting in total warrants receivable of $40,888 and a total carrying value of current investments and warrants receivable
of $93,261.
Non-current Investments
As of June 30, 2026, the Company held non-current
investments with a carrying value of $100,348 (December 31, 2025: $100,348), including $100,000 (December 31, 2025: $100,000) in Simple
Agreements for Future Equity (SAFEs) issued by two private companies. These non-current investments are accounted for under ASC 321,
Investments—Equity Securities, using the measurement alternative, under which they are carried at cost, adjusted for (i) observable
price changes in orderly transactions for identical or similar instruments of the same issuer and (ii) impairments. No observable price
changes or impairments were identified during the period.
Although these investments are not measured
at fair value on a recurring basis, the valuation of such instruments would rely on significant unobservable inputs and therefore would
be considered Level 3 within the fair value hierarchy if a fair value measurement were required.
In connection with a SAFE entered into with
an unrelated private entity, the Company also received a Token Warrant granting the right to acquire a specified number of tokens upon
the occurrence of a future Token Generation Event (“TGE”).
The warrant represents a derivative instrument
under ASC 815. As of June 30, 2026, management determined that the warrant’s fair value was $nil due to the lack of an active token
market and the uncertainty surrounding the occurrence and timing of any TGE. Accordingly, no fair value change was recognized in earnings
during the three and six months ended June 30, 2026, or during the corresponding periods in 2025. The warrant is classified within Level
3 of the fair value hierarchy.
| 19. | CRYPTO ASSETS AND ASSOCIATED
RISKS |
There have been no material changes to the
risks associated with the Company’s crypto assets from those disclosed in the audited annual consolidated financial statements
for the year ended December 31, 2025.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
With the increased use of technologies to
conduct business, the Company is susceptible to operational, crypto assets and related risks. In general, cyber incidents can result
from deliberate attacks or unintentional events. Cyber-attacks include but are not limited to third parties gaining unauthorized access
to information technology systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating
assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner
that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (attempts to make network services
unavailable to the normal intended users).
Cyber incidents affecting the Company and
its counterparties have the ability to cause disruptions and impact business operations, potentially resulting in interference with the
Company’s day-to-day operations. Similar adverse consequences could result from cyber incidents affecting issuers of crypto assets.
While the Company has established risk management systems to prevent cyber incidents and business continuity plans in the event of such
cyber incidents occurring, there are inherent limitations in such systems and plans including the possibility that certain risks may
have not been identified in advance.
| [b] | Political, legal, and/or regulatory
risk |
The legal status of crypto assets may be uncertain.
It is unclear whether they constitute property, assets, or rights of any kind. Crypto assets are not backed by governments, and accounts
and balances are not subject to any statutory or government protections. Regulation of crypto assets and crypto asset exchanges is currently
undeveloped and is likely to rapidly evolve. It is possible that some countries are already considering or may in the future put in place
laws, regulations or other actions which may severely impact the Company’s operations. This is particularly the case as crypto
assets have grown in popularity and market size. New or changing laws and regulations may have an impact on the Company’s future
operations.
| [c] | Counterparty and custodian wallet
risk |
Having crypto
assets on deposit or with any third party in a custodial relationship has attendant risks. These risks include potential for security
breaches, risk of contractual breach, and risk of loss. The Company may have a high concentration of its crypto assets in one location
or with one third party custody provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access
credentials, malware, compromised private keys, unauthorized access to private key, or cyber-attacks. The Company maintains custody of
the unique private keys for all of its customer crypto assets. Such unique private keys control the movement and access of the crypto
assets. The Company is responsible for taking such steps as it determines to be required to maintain access to these keys, and prevent
exposure from hacking, malware, and general security threats. The theft, loss or destruction of a private key is irreversible and could
result in substantial or total loss of crypto assets. The Company has controls in place to mitigate against the risk of unauthorized
access to or loss of customer assets within the Company’s self-custodied wallets held on behalf
of customers.
| [d] | Risk of loss of private key(s) |
Crypto assets
are controllable only by the possessor of unique private keys relating to the addresses in which the crypto assets are held. The theft,
loss or destruction of a private key required to access a crypto asset is irreversible, and such private keys would not be capable of
being restored by the Company. Any loss of private keys relating to crypto wallets used to store
the Company’s crypto assets (including customer assets) could result in the loss of these
crypto assets and customers and other stakeholders could incur substantial, or even total loss.
The Company is responsible for taking such
steps as it determines, in its sole judgment, to be required to maintain access to these private keys, and prevent their exposure from
hacking, malware and general security threats. To the extent that the security system is penetrated, any loss of crypto assets may adversely
affect a stakeholder’s interest in the Company, including customers.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
| [e] | Risks relating to crypto asset
price volatility |
A key risk in trading crypto assets is the
rapid fluctuation of their market price. Crypto assets have demonstrated significant volatility.
The price of crypto assets may be affected
by a wide variety of complex and difficult to predict factors such as crypto asset supply and demand; rewards and transaction fees for
the recording of transactions on the blockchain; difficulties with converting crypto asset to fiat currencies; availability and access
to crypto asset service providers (such as payment processors), exchanges, miners or other crypto asset users and market participants;
perceived or actual crypto asset network or crypto asset vulnerability; inflation levels; fiscal policy; interest rates; and political,
regulatory natural, and economic events.
| 20. | PROPOSED MERGER TRANSACTION |
On February 11, 2026, the Company entered
into a definitive merger agreement with VerifyMe, Inc. (“VerifyMe”), a publicly traded company listed on Nasdaq (Nasdaq:
VRME), pursuant to which VerifyMe will acquire OpenWorld through a merger transaction. Upon closing, OpenWorld’s stockholders are
expected to own approximately 90% of the combined company and VerifyMe’s legacy stockholders approximately 10%, on a fully diluted
basis. The board of the combined company is expected to consist of seven directors, with six appointed by OpenWorld and one appointed
by VerifyMe.
The proposed transaction is expected to establish
a public market platform for OpenWorld’s digital asset and real-world asset tokenization strategy, enabling broader access to capital
markets and enhancing the Company’s ability to scale its integrated platform and asset management offerings. Management anticipates
that the combined company will be positioned to drive incremental revenue opportunities through the alignment of OpenWorld’s platform
capabilities with its expanding ecosystem of strategic partnerships and initiatives.
The transaction is subject to customary closing
conditions, including VerifyMe maintaining a minimum cash balance of $1,000,000 at closing. A termination fee of $400,000 is payable
under certain circumstances. The transaction had not closed as of the date these unaudited interim condensed consolidated financial statements
were issued.
On May 5, 2026, the Company entered into agreements
with Figure Technology Solutions, Inc. related to the tokenization and trading of the Company's equity securities in connection with
the proposed VerifyMe merger transaction. The agreements contemplate the use of Figure's Onchain Public Equity Network ("OPEN")
to support the issuance, trading and ongoing administration of tokenized equity securities. The agreements did not result in the recognition
of any assets or liabilities as of June 30, 2026.
On May 19, 2026, the Company entered into
a non-binding letter of intent with Jolt Charge USA Inc. ("JOLT") to pursue a strategic partnership involving the structuring
and implementation of a tokenized financing program for JOLT's electric vehicle charging business. Subsequent to the execution of the
letter of intent, the parties revised the contemplated transaction structure such that an independent Cayman foundation company established
to support the financing program, became the Company's contractual counterparty for the provision of platform, structuring, implementation,
and administrative services. Accordingly, the Company entered into a services agreement with the Cayman Foundation governing the scope
of those services. The broader financing transaction remains subject to the satisfaction of customary conditions, including completion
of definitive financing documentation and funding.
Open World Ltd. | Notes to Condensed Consolidated Financial Statements
(unaudited)
Management has evaluated subsequent events
through August 11, 2026.
Cancellation of Unvested Ordinary Shares
On July 3, 2026, certain consultant surrendered an aggregate of 464 unvested ordinary shares to the Company pursuant to the termination
of their equity arrangement. The surrendered shares were recorded as treasury shares, and the Company completed payment for the repurchase
of the unvested ordinary shares.
On July 31, 2026, certain consultant surrendered
an aggregate of 1,112 unvested ordinary shares to the Company pursuant to the termination of their equity arrangement. The surrendered
shares were recorded as treasury shares, and the Company recognized a liability for the repurchase of the unvested ordinary shares, which
remained unpaid as of the date these unaudited interim condensed consolidated financial statements were issued. In addition, 556 outstanding
stock options held by a former consultant expired upon termination and were cancelled in accordance with the terms of the Company’s
Equity Incentive Plan.
Strategic Investment
On July 23, 2026, the Company received gross
proceeds of $500,000 from the issuance of ordinary shares to Merkle Tree Markets Ltd. pursuant to a strategic equity financing. In connection
with the financing, the Company entered into a strategic commercial arrangement under which the parties intend to collaborate on digital
asset trading, treasury management, token launch support, market-making, and other related strategic initiatives.
The Company evaluated the financing and related
agreements as non-recognized subsequent events in accordance with ASC 855, Subsequent Events, and therefore no amounts related
to the agreements have been recognized in the accompanying unaudited interim condensed consolidated financial statements.
Share Subscription Facility
On July 24, 2026, the Company entered into
definitive agreements with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (collectively, "GEM") relating to a share
subscription facility of up to $50,000,000. Under the agreements, following the initial listing of the Company's ordinary shares on a
nationally recognized U.S. stock exchange and subject to the terms and conditions of the agreements, the Company has the right, but not
the obligation, to require GEM to subscribe for ordinary shares over a 36-month period. The agreements also provide for the issuance
of a warrant to GEM Yield Bahamas Limited to purchase ordinary shares representing 2.2% of the Company's outstanding ordinary shares
upon listing, as well as customary registration rights in respect of shares issuable under the facility. The Company evaluated the execution
of these agreements as a non-recognized subsequent event in accordance with ASC 855. Accordingly, no amounts related to these agreements
have been recognized in the accompanying unaudited interim condensed consolidated financial statements.
Notes Payable
On August 10, 2026, the Company entered into
an amendment to its loan agreement with Webslinger Holdings Inc. to extend the maturity date of the outstanding principal balance of
$1,500,000, as discussed in Note 12, from August 4, 2026 to November 2, 2026. All other terms of the loan remained unchanged.
The Company evaluated the amendment as a non-recognized
subsequent event in accordance with ASC 855, Subsequent Events. Accordingly, no amounts related to the amendment have been recognized
in the accompanying unaudited interim condensed consolidated financial statements.
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