Form 8-K

8-K — VerifyMe, Inc.

Accession: 0001214659-26-012120

Filed: 2026-09-29

Period: 2026-09-28

CIK: 0001104038

SIC: 6199 (FINANCE SERVICES)

Item: Financial Statements and Exhibits

Documents

8-K — i9282628k.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (ex23_1.htm)

EX-99.1 — EXHIBIT 99.1 (ex99_1.htm)

EX-99.1 — EXHIBIT 99.2 (ex99_2.htm)

EX-99.3 — EXHIBIT 99.3 (ex99_3.htm)

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8-K (Primary)

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2026-09-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

September 28, 2026

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-39332

23-3023677

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

801 International Parkway, Fifth Floor, Lake Mary, Florida

32746

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(585) 736-9400

_____________________

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

VRME

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

As previously disclosed,

on February 11, 2026, VerifyMe, Inc., a Nevada corporation (the “Company,” “VerifyMe,” “we” or “us”)

entered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with VRME Subsidiary Corp.,

a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Open World Ltd., a Cayman Islands exempted

company (“OpenWorld”), which provides for, among other things, the merger of Merger Sub with and into OpenWorld, with OpenWorld

continuing as the surviving corporation and a wholly owned subsidiary of VerifyMe subject to the terms and conditions set forth in the

Merger Agreement.

As requested by Nasdaq,

the Company is filing this Current Report on Form 8-K to provide certain pro forma financial information regarding the proposed merger

for the six months ended June 30, 2026.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements

of OpenWorld for the years ended December 31, 2025 and 2024 and the related notes thereto are attached hereto as Exhibit 99.1 and are

incorporated herein by reference.

The unaudited condensed consolidated financial

statements of OpenWorld for the three and six months ended June 30, 2026 and 2025 and the related notes thereto are attached hereto as

Exhibit 99.2 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial

information of VerifyMe and OpenWorld as of and for the six months ended June 30, 2026, together with the related notes, is filed as Exhibit

99.3 to this Report and incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Description

23.1

Consent of RSM Cayman Ltd.

99.1

Audited Consolidated Financial Statements of Open World Ltd. for the Years Ended December 31, 2025 and December 31, 2024.

99.2

Unaudited Consolidated Financial Statements of Open World Ltd. for the six months ended June 30, 2026 and June 30, 2025.

99.3

Unaudited pro forma condensed combined financial information of VerifyMe, Inc. and Open World Ltd. for the year ended December 31, 2025 and for the six months ended June 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

No Offer or Solicitation

This communication shall not constitute an offer

to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This Form 8-K includes forward-looking statements

within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally

can be identified by the use of words such as “anticipate,” “expect,” “potential,” “proposed,”

“could,” “may,” “will,” “shall,” “should,” “upon,” “would,”

and other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the proposed business

combination between OpenWorld and VerifyMe and the anticipated listing of the combined company on Nasdaq. Each forward-looking statement

contained in this Form 8-K is subject to risks and uncertainties that could cause actual results to differ materially from those expressed

or implied by such statement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they

are based only on our current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are

subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our

control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should

not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially

from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change,

or other circumstances that could give rise to the termination of the merger agreement or could otherwise cause the transaction to fail

to close; (2) the institution or outcome of any legal proceedings that may be instituted against VerifyMe or OpenWorld following the announcement

of the merger agreement and the transactions contemplated therein; (3) the inability of the parties to complete the proposed business

combination, including certain regulatory approvals, or satisfy other conditions to closing in the merger agreement; (4) the risk that

the proposed business combination disrupts current plans and operations as a result of the time it diverts from management and the consummation

of the proposed business combination; (5) the ability to recognize the anticipated benefits of the proposed business combination; (6)

costs related to the proposed business combination; (7) changes in applicable laws or regulations; and (8) the risks and uncertainties

identified under VerifyMe’s Annual Report on Form 10-K, as well as other information VerifyMe has or may file with the SEC from

time to time.

VerifyMe cautions investors not to place considerable

reliance on the forward-looking statements contained in this communication. You are encouraged to read VerifyMe’s filings with the

SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements speak only

as of the date of this document, and VerifyMe undertakes no obligation to update or revise any of these statements except as required

by applicable law. VerifyMe’s business is subject to substantial risks and uncertainties, including those referenced above. Investors,

potential investors, and others should consider these risks and uncertainties. VerifyMe does not give any assurance that VerifyMe or OpenWorld

will achieve its expectations by the transactions contemplated in the merger agreement or otherwise.

Important Additional Information and Where

to Find It

In connection with the proposed transaction, VerifyMe

filed the Registration Statement to register the shares of VerifyMe common stock to be issued in connection with the proposed merger.

The Registration Statement includes a proxy statement/prospectus and was declared effective by the SEC on August 12, 2026. At the annual

meeting of VerifyMe stockholders held on September 24, 2026, VerifyMe stockholders approved the proposals relating to the proposed merger

described in the Proxy Statement/Prospectus. The merger agreement and the agreements and forms of agreements described in the Proxy Statement/Prospectus

and Registration Statement should not be read alone but should instead be read in conjunction with the other information regarding the

merger agreement, VerifyMe, OpenWorld, and their respective affiliates and respective businesses, that are contained in, or incorporated

by reference into, the Proxy Statement/Prospectus and Registration Statement as well as in the Forms 10-K, Forms 10-Q and other filings

that VerifyMe makes with the SEC. INVESTORS AND STOCKHOLDERS OF VERIFYME ARE URGED TO READ THE REGISTRATION STATEMENT AND THE RELATED

PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE

SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY THEY CONTAIN IMPORTANT INFORMATION ABOUT VERIFYME, OPENWORLD,

THE MERGER AND RELATED MATTERS.

Investors and stockholders of VerifyMe can obtain

free copies of the Registration Statement, Proxy Statement/Prospectus, and other documents filed by VerifyMe with the SEC through the

website maintained by the SEC at www.sec.gov. In addition, VerifyMe stockholders of record may obtain at no cost, upon written request,

a copy of VerifyMe’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (without exhibits), as filed with the

SEC, with exhibits thereto being made available, upon written request and payment to VerifyMe of the reasonable costs of reproduction

and mailing, if any, by contacting VerifyMe by mail at VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746,

Attention: Corporate Secretary. Investors and stockholders of VerifyMe are urged to read the Registration Statement, Proxy Statement/Prospectus,

and the other relevant materials before making any investment decision with respect to the proposed merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VerifyMe, Inc.

Date: September 28, 2026

By:

/s/ Adam Stedham

Adam Stedham

Chief Executive Officer and

President

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: ex23_1.htm · Sequence: 2

Exhibit 23.1

Consent of Independent Registered

Public Accounting Firm

We consent to the use in this Registration Statement on Form 8-K of

VerifyMe, Inc. of our report dated April 10, 2026, relating to the consolidated financial statements of Open World Ltd. appearing in the

Prospectus, which is part of this Registration Statement.

/s/ RSM Cayman Ltd.

Grand Cayman, Cayman Islands

September 28, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99_1.htm · Sequence: 3

Exhibit 99.1

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2025, and December 31, 2024

(Expressed in U.S. dollars)

OPEN WORLD LTD.

Consolidated Financial Statements of Open World

Ltd. for the Years Ended December 31, 2025 and 2024

Report of Independent Registered Public Accounting Firm

F-3 & F-4

Financial Statements:

Consolidated Balance Sheets

F-5

Consolidated Statements of Operations

F-6

Consolidated Statements of Changes in Stockholders’ Equity

F-7

Consolidated Statements of Cash Flows

F-8

Supplemental disclosures of cash flow information

F-9

Notes to Consolidated Financial Statements

F-10

F-2

Report of Independent Registered Public Accounting

Firm

To the Stockholders and the Board of Directors of

Open World Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Open World Ltd. and its subsidiaries (the Group) as of December 31, 2025 and 2024, the related consolidated statements

of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated

financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Group as of December 31, 2025 and 2024, and the results of its operations and its cash flows for

the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Group in accordance with U.S. federal securities laws and the applicable rules and regulations of

the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal

control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially

challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

F-3

Revenue Recognition

As described in Note 2 to the financial statements,

the Group recognizes revenue 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 Group satisfies

a performance obligation. Revenue is recognized when the performance obligations of the services are satisfied, in an amount that reflects

the consideration the Group expects to be entitled to in exchange for those services.

· For Advisory and Onboarding, revenue is recognized

ratably over time as administrative services are provided. Compensation is typically a fixed monthly fee, payable in US dollars or stablecoins.

· For Digital Assets and Capital Markets Infrastructure,

revenue is recognized at the vesting date of tokens, which aligns with the satisfaction of performance obligations under the related service

agreements. Vesting commences no earlier than the Token Generation Event, when an observable market price exists and rights to tokens

are legally enforceable. The Group measures such revenue at the fair value of tokens on the vesting date, using end-of-day (UTC) pricing.

Given these factors, the related audit effort

in evaluating management’s judgments in identifying performance obligations for these customer agreements was extensive and required

a high degree of auditor judgment.

Addressing the matter involved performing procedures

and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our procedures related to the

Group’s identification of performance obligations included, among others:

· We evaluated management’s significant accounting

policies related to these customer agreements for reasonableness.

· We obtained and read revenue contracts and evaluated

the completeness of the performance obligations identified by management, and performed an evaluation of whether these performance obligations

were distinct and capable of being distinct.

· For each contract with multiple performance obligations,

we also tested the recorded revenue to each performance based obligation.

· Performed journal entry testing focused on revenue

to identify unusual or fraudulent entries.

/s/ RSM Cayman Ltd.

We have served as the Group's auditor since 2025.

Grand Cayman, Cayman Islands

April 10, 2026

F-4

Open World Ltd. | Consolidated Financial Statements

OPEN WORLD LTD.

Consolidated Balance Sheets

As of December 31, 2025, and December 31, 2024

(Expressed in U.S. dollars)

December 31,

2025

December 31,

2024

ASSETS

Current assets

Cash and cash equivalents

729,422

4,025,185

Accounts receivable

1,266,223

13,934,613

Crypto assets

922,987

8,007,056

Investments

539,328

Loans receivable

814,369

Shares and warrants receivable

585,599

Prepaids and deposits

89,143

237,457

Due from related parties

14,775

43,032

Total current assets

4,961,846

26,247,343

Non-current assets

Right-of-use assets, net

982,858

1,258,424

Investments

100,348

100,000

Total non-current assets

1,083,206

1,358,424

TOTAL ASSETS

6,045,052

27,605,767

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued liabilities

1,156,624

1,102,035

Deferred revenue

125,590

293,500

Lease liabilities

284,651

263,352

Total current liabilities

1,566,865

1,658,887

Non-current liabilities

Lease liabilities

723,844

1,008,495

Total liabilities

2,290,709

2,667,382

Stockholders’ equity (deficiency)

Capital stock

Authorized: 500,000,000 common stock at par value of $0.0001 (2024 - 5,000,000 common stock at par value of $0.01)

Issued and outstanding: 126,080 shares (2024 - 116,030)

1,160

Additional paid-in-capital

4,379,103

Treasury shares

(50 )

Simple agreements for future equity

2,000,000

(Deficit) retained earnings

(2,624,773 )

22,937,225

Total stockholders' equity

3,754,343

24,938,385

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

6,045,052

27,605,767

The accompanying notes are an integral part of these consolidated

financial statements.

F-5

Open World Ltd. | Consolidated Financial Statements

OPEN WORLD LTD.

Consolidated Statements of Operations

For the years ended December 31, 2025, and December 31, 2024

(Expressed in U.S. dollars)

Year ended December 31,

2025

2024

Revenue

Revenues from contracts with customers

35,748,499

39,626,473

Total Revenues

35,748,499

39,626,473

Cost of sales

(5,235,082 )

(1,921,861 )

Gross Profit

30,513,417

37,704,612

Operating

expenses

Consulting and management fees

(6,354,029 )

(3,987,924 )

General and administrative expenses

(837,466 )

(410,363 )

Bad debt provision

(422,943 )

(869,906 )

Insurance expenses

(254,270 )

(214,375 )

Legal fees

(1,095,020 )

(511,908 )

Professional fees

(938,064 )

(355,743 )

Stock-based compensation

(4,378,102 )

Travel expenses

(669,792 )

(159,675 )

Operating lease expense

(346,276 )

(242,538 )

Total operating expenses

(15,295,962 )

(6,752,432 )

Net income before other income (expense)

15,217,455

30,952,180

Other income (expense)

(Loss) gain on crypto asset sales

(4,374,903 )

122,250

Net change in fair value of investments

(3,639,080 )

Net change in fair value of shares and warrants receivable

(3,529,052 )

Net change in fair value of crypto assets

(8,154,783 )

(3,305,210 )

Net change in fair value of receivables

(15,748,701 )

(2,722,651 )

Total other expense, net

(35,446,519 )

(5,905,611 )

(Loss) income before income tax expense

(20,229,064 )

25,046,569

Provision for income taxes

Net (loss) income for the year

(20,229,064 )

25,046,569

Net (loss) income per share

Basic

$ (189 )

$ 245

Diluted

$ (189 )

$ 218

Weighted average shares of common stock

Basic

107,042

102,346

Diluted

107,042

114,683

The accompanying notes are an integral part of these consolidated

financial statements.

F-6

Open World Ltd. | Consolidated Financial Statements

OPEN WORLD LTD.

Consolidated Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2025 and December 31, 2024

(Expressed in U.S. dollars)

Common Stock

Additional

paid-in capital

Treasury

Simple

agreements for

future equity

(Deficit)

Retained

earnings

Stockholders’

equity

Number

Balance, December 31, 2023

100,000

1,000

- -

2,271,747

2,272,747

Issuance (repurchase and retirement) of stock, net

16,030

160

(50 )

160

Simple agreements for future equity

2,000,000

Net income for the year

- -

25,046,569

Dividends declared and paid

(4,381,091 )

Balance, December 31, 2024

116,030

1,160

50 -

(50 )

2,000,000

22,937,225

24,938,385

Adjustment to opening retained earnings

(264,351 )

Issuance (repurchase and retirement) of stock, net

15,050

(87 )

(315 )

(402 )

Recapitalization

(5,000 )

(1,060 )

1,010

Stock-based compensation

4,378,358

Net loss for the year

- -

(20,229,064 )

Dividends declared and paid

(5,068,583 )

Balance, December 31, 2025

126,080

4,379,103 -

2,000,000

(2,624,773 )

3,754,343

The accompanying notes are an integral part of these consolidated

financial statements

F-7

Open World Ltd. | Consolidated Financial Statements

OPEN WORLD LTD.

Consolidated Statements of Cash Flows

For the years ended December 31, 2025, and December 31, 2024

(Expressed in U.S. dollars)

Year ended December 31,

2025

2024

OPERATING ACTIVITIES

Net (loss) income for the year

(20,229,064 )

25,046,570

Adjustments to reconcile net income to cash flows from operations:

Imputed interest on lease liability (non-cash)

49,021

44,034

Right of use assets amortization

275,566

198,505

Gain (loss) on crypto assets sale

4,374,903

(122,250 )

Net change in fair value of crypto assets

8,154,783

3,305,210

Net change in fair value of receivables

11,711,086

2,722,651

Net change in fair value of loans receivable

4,037,614

Net change in fair value of shares and warrants receivable

3,529,051

Net change in fair value of investments

3,639,080

Stock-based compensation

4,378,102

Changes in working capital balances related to operations:

Decrease (increase) in accounts receivable

957,305

(14,262,087 )

Increase in loans receivable

(4,851,983 )

Increase in shares and warrants receivable

(4,114,650 )

Decrease in prepaid expenses

148,314

41,196

Decrease in due from related party

28,257

46,398

Purchases of crypto assets

(25,198,384 )

(25,146,088 )

Proceeds from sales of crypto assets

17,574,360

14,480,481

Decrease in deferred revenue

(167,910 )

(5,000 )

Increase in accounts payable and accrued liabilities

(209,762 )

130,614

Other Operating Cash Adjustments:

Lease payments

(312,373 )

(229,116 )

Net cash provided by operating activities

3,773,316

6,251,118

INVESTING ACTIVITIES

Investments

(2,000,348 )

(100,000 )

Cash used in investing activities

(2,000,348 )

(100,000 )

FINANCING ACTIVITIES

Proceeds from private placements

210

Repurchase of shares

(148 )

(50 )

Proceeds from issuance of SAFE notes

2,000,000

Dividends paid

(5,068,583 )

(4,381,092 )

Cash used by financing activities

(5,068,731 )

(2,380,932 )

Effect of exchange rate changes on cash

Net (decrease) increase in cash for the year

(3,295,763 )

3,770,186

Cash, beginning of the year

4,025,185

254,999

Cash, end of the year

729,422

4,025,185

The accompanying notes are an integral part of these consolidated

financial statements.

F-8

Open World Ltd. | Consolidated Financial Statements

Supplemental disclosures of cash flow information

Cash paid for interest during December 31, 2025

was $49,021 (2024: $44,034), which is included within operating activities in the statement of cash flows.

Supplemental schedule of non-cash activities

Non-cash operating activities

During 2025 and 2024, the

Company received non-cash consideration for revenues from contracts with customers and recognized unrealized remeasurement adjustments

on crypto assets of $8,154,783 and $3,305,210, respectively, which are reflected as non-cash adjustments within operating activities.

Non-cash investing and financing activities

During 2025, the Company

did not recognize any new right-of-use assets or corresponding lease liabilities in connection with operating lease agreements under ASC Topic 842, Leases.

During the year ended December 31, 2025, the Company

acquired Heritage Distilling Holding Company, Inc. (“IPST”) common stock (see Note 17) for total consideration of $4,178,407,

of which $2,178,407 was satisfied through crypto assets as a non-cash investing activity.

The Company did not enter

into any other significant non-cash investing or financing transactions during 2025 or 2024.

The accompanying notes are an integral part of these consolidated

financial statements.

F-9

Open World Ltd. | Notes to Consolidated Financial Statements

1. NATURE OF OPERATIONS

Open World Ltd. was incorporated under the laws

of the Cayman Islands. Open World Ltd. and its subsidiaries (“OpenWorld”, the “Company”, or the “Group”)

operate at the intersection of institutional capital markets, enterprise blockchain infrastructure, and real-world asset tokenization.

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., Webslinger

Advisors SEZC Inc., and Open World Wyoming Inc. The Reorganization was a transaction among entities under common control and was accounted

for in accordance with ASC Topic 805, Business Combinations. In accordance with ASC 805-50, these comparative consolidated financial statements have been prepared

on a retrospective basis as if the Reorganization had occurred on October 4, 2023.

2. BASIS

OF PRESENTATION

[a] Accounting

standards

The consolidated financial statements of the Group

have been prepared using the accrual basis of accounting and have been prepared in accordance with accounting principles generally accepted

in the United States (“U.S. GAAP”) and are expressed in U.S. dollars. These consolidated financial statements include the

accounts of the Company and its wholly owned and controlled subsidiaries. All significant intercompany accounts and transactions have

been eliminated. The consolidated financial statements have been prepared for audit in accordance with the standards of the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are intended to be included in a future filing with the Securities

and Exchange Commission (“SEC”). The Company will evaluate and update the presentation and disclosures as necessary once the

specific SEC form and related requirements are determined.

[b] Critical

accounting estimates and judgments

Preparation of the consolidated financial statements

in accordance with U.S. GAAP requires management to make estimates and assumptions in the consolidated financial statements and notes

thereto. Significant estimates, assumptions and judgements 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

of privately-held strategic investments, including impairments; the identification and valuation of assets acquired and liabilities assumed

in business combinations; loss contingency identification and valuation, including assessing the likelihood of adverse outcomes from positions,

claims, and disputes, recoveries of losses recorded, and associated timing. The Group is also exposed to risks inherent in crypto assets,

including price volatility, liquidity, and counterparty risks.

Actual results and outcomes may differ from management’s

estimates and assumptions due to risks and uncertainties. To the extent that there are material differences between these estimates and

actual results, the consolidated financial statements will be affected. The Group bases its estimates on historical experience and on

various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying

values of assets and liabilities.

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been

applied consistently to all periods presented in these consolidated financial statements by the Group.

F-10

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

[a] Principles of consolidation

These consolidated financial statements include

the accounts of the Company and its wholly owned and controlled subsidiaries. Control exists when the Company has the power, directly

or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial

statements of the subsidiaries are included in these consolidated financial statements from the date that control commences until the

date that control ceases. All inter-company transactions and balances have been eliminated upon consolidation.

[b] Revenue

Recognition

The Group 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 Group satisfies a performance obligation.

Revenue is recognized when performance obligations

are satisfied, in an amount that reflects the consideration the Group expects to be entitled to in exchange for its activities.

Advisory and Onboarding

Revenue is recognized ratably over time as performance obligations

are satisfied. Compensation is typically a fixed monthly fee, payable in US dollars or stablecoins.

Digital Assets and Capital Markets Infrastructure

Revenue is recognized at the vesting date of tokens,

which aligns with the satisfaction of performance obligations under the underlying arrangements. Vesting commences no earlier than the

Token Generation Event, when an observable market price exists and rights to tokens are legally enforceable. The Group measures such revenue

at the fair value of tokens on the vesting date, using end-of-day (23:59:59 UTC) pricing.

[c] Cost of sales

Cost of sales primarily consists of direct costs

incurred to deliver the Group’s advisory and onboarding, digital assets, and capital markets 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 Group’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.

F-11

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

[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

Accounts receivable consists of receivables from

revenues from contracts with customers and other receivables, net of provision for bad debts and bad debt written off. Receivables 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 an asset in the Consolidated Balance Sheet.

Receivables are initially recorded at the transaction

price, representing consideration to which the Group expects to be entitled to in exchange for satisfying its performance obligations.

For performance obligations satisfied over time, receivables are recognized as revenue is earned, typically monthly or quarterly based

on performance obligations. For performance obligations satisfied at a point in time, receivables are recognized when the performance

obligation is satisfied.

Certain crypto assets are subject to contractual

sale restrictions pursuant to lock-up schedules. Crypto assets subject to lock-up schedules that have not yet been received by the Company

are recognized as receivables denominated in crypto assets. As of December 31, 2025, the Company held $1,211,696 (2024: $13,463,445) of

receivables subject to such restrictions. The fair value of receivables subject to lock-up schedules includes a discount for lack of marketability.

Restriction periods for these receivables range from less than one week to approximately two years.

Receivables denominated in crypto assets represent

rights to receive a fixed amount of crypto assets and meet the definition of hybrid financial instruments containing an embedded derivative

feature under ASC Topic 815, Derivatives and Hedging. The Group accounts for these hybrid instruments in their entirety at fair value, with changes in fair value recognized

in the consolidated Statement of Operations within “Net change in fair value of accounts receivable.” This approach reflects

both the host receivable component and the embedded derivative feature as a single financial instrument measured at fair value each reporting

period.

The Group evaluates collectability based on expected

credit losses in accordance with ASC Topic 326, Financial Instruments — Credit Losses. An allowance for doubtful accounts is recognized

based on historical loss experience, the aging of receivable balances, and management’s assessment of current and expected future

economic conditions.

[f] Crypto Assets

The Group accounts for cryptocurrencies, tokens,

and stablecoins (collectively, “crypto assets”) in accordance with ASC Topic 350-60, Accounting for and Disclosure of Crypto Assets

(ASU 2023-08), which the Group adopted effective January 1, 2024. This standard supersedes prior indefinite-lived intangible asset treatment

and requires qualifying crypto assets to be classified as intangible assets and measured at fair value with changes in fair value recognized

in net income.

The Group receives crypto assets as a form of

consideration under certain of its commercial arrangements, which are recorded as Crypto assets in the Consolidated Balance Sheet when

received. Under this guidance, crypto assets are measured at fair value, with changes recognized in net income.

F-12

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

Crypto assets are initially recognized at fair

value on the date of acquisition or receipt, based on observable quoted market prices. An observable market for crypto assets is determined

based on whether quoted prices in active markets are readily and regularly available and whether those prices reflect actual, orderly

transactions. For crypto assets with high trading volume across reputable exchanges, the Group concludes there is an observable market

and measures fair value based on Level 1 inputs. They are classified as current or non-current assets depending on management’s

intent regarding use, including treasury holdings and operational purposes. As the Group’s crypto assets are held for and used in

the ordinary course of business, they are classified as current assets.

Crypto assets are remeasured at fair value at

each reporting date. All fair value gains and losses are recognized in the consolidated Statement of Operations within “Other Income

(Expense) - Net change in fair value of crypto assets.” Gains and losses on crypto asset sales are recognized on a first-in-first-out

(“FIFO”) basis. Cash flows from crypto assets held for operations are recorded as Net changes in operating assets and liabilities

in the consolidated statement of cash flows.

The Group holds crypto assets in self-custodied

wallets and custodial accounts at third-party institutions which require dual authorization for transactions. Disposals occur through

approved OTC counterparties, including Wintermute and GSR, or on exchanges.

[g] Leases

The Company accounts for leases in accordance

with ASC Topic 842, Leases. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent our

right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments

over the lease term. The Company uses its incremental borrowing rate, based on the information available at the commencement date, to

determine the present value of future lease payments. Right-of-use assets include any prepaid lease payments and exclude any lease incentives

and initial direct costs incurred. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting

of interest accrued on the lease liability and depreciation of the right-of-use asset. The lease terms may include options to extend or

terminate the lease if it is reasonably certain the Group will exercise that option.

[h] Investments

The Group’s strategic investments primarily

include equity investments in public and privately held companies where the Group (1) holds less than 20% ownership in the entity, and

(2) does not exercise significant influence. These investments are recorded at cost and measured at fair value. For privately held companies

without readily determinable fair values adjusted for: (i) observable transactions for same or similar investments of the same issuer

(referred to as the measurement alternative) or (ii) impairment, which are recorded in Other (income) expense, net in the Consolidated

Statement of Operations.

[i] Cash

and cash equivalents

Cash and cash equivalents include cash held at

financial institutions, cash on hand that is not restricted as to withdrawal or use with an initial maturity of three months or less but

exclude stablecoins (e.g., USDT, USDC), which are classified as crypto assets and cash held in accounts at venues. Venues include other

crypto asset trading platforms and payment processors that hold money and crypto assets.

Funds held at financial institutions

Cash and cash equivalents are primarily placed

with financial institutions which are of high credit quality, primarily in highly liquid, highly rated instruments which are uninsured.

The Group may also have corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation

insurance limit of $250,000. The Group has not experienced losses on these accounts and does not believe it is exposed to any significant

credit risk with respect to these accounts.

F-13

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

Funds held at trading venues, payment processors,

and clearing brokers

The Group holds cash at trading venues including

both self-custodied wallets and custodial accounts at third-party institutions and performs a regular assessment of these venues as part

of its risk management process.

[j] Income

taxes

The Company and its subsidiaries are

incorporated in the Cayman Islands, which does not impose corporate income or capital gains taxes. Accordingly, no provision for current

or deferred income taxes has been recognized.

The Group applies the provisions of

ASC Topic 740, Income Taxes, related to uncertain tax positions. As of December 31, 2025, and 2024, the Group had no unrecognized tax

benefits, and no interest or penalties related to uncertain tax positions have been recognized.

[k] Basic and

diluted Earnings or Loss per Share

The Group has adopted ASC Topic 260,

Earnings per Share which requires presentation of basic earnings per share.

Basic earnings or loss per share is

calculated by dividing net income or loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding

during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares

were exercised or converted. In calculating diluted EPS, the Group adjusts both net income and the weighted-average number of shares outstanding

to give effect to all potentially dilutive instruments, including simple agreements for future equity and stock-based awards, using the

treasury stock method or if-converted method, as appropriate. The effects of securities that are anti-dilutive are excluded from the calculation

of diluted EPS. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of

common shares outstanding when the effect is anti-dilutive.

[l] Share capital

The Group records proceeds from share

issuances net of issuance costs. Shares issued for consideration other than cash are valued at the quoted price on the date the shares

are issued.

[m] Equity based compensation

Stock options

The Group 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 Topic

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. At the end of each reporting

period, the Group estimates the number of equity instruments expected to vest, and the revisions, if any, are recognized to profit or

loss such that the cumulative expense reflects the revised estimate.

F-14

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

Restricted Shares

The Group accounts for restricted shares

granted to directors, officers, consultants and employees of the Company at fair value in according with ASC Topic 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

shares are issued at grant but subject to service-based vesting and repurchase rights at the original issuance price upon termination.

The excess of grant-date fair value over the purchase price, if any, is recognized as stock-based compensation expense on a straight-line

basis over the requisite service period.

Unvested restricted shares are recorded

as issued shares with a corresponding deferred stock-based compensation balance within shareholders’ equity, which is amortized

over the vesting period. Stock-based compensation expense is included in operating expenses in the Statement of Operations.

[n] Fair value measurements

The Group analyzes all financial instruments

with features of both liabilities and equity under ASC Topic 490, Distinguishing Liabilities from Equity, and ASC Topic 815,

Derivatives and Hedging.

The Group’s financial instruments consist

of cash, accounts receivable denominated in crypto assets, shares and warrants receivable, other receivables, investments, trade and other

payables, and lease liabilities. The carrying amounts of these instruments approximate their fair values due to their short maturities.

The fair value of long-term lease liabilities also approximates their carrying amount as there have been minimal changes in interest rates

and in the Group’s own credit risk since inception.

The Group measures certain assets and

liabilities at fair value in accordance with ASC Topic 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 Group’s

own assumptions about the assumptions that market participants would use in pricing the asset or liability.

The Group’s crypto assets, shares receivable,

and current investments are classified within Level 1, and accounts receivable including embedded derivative features and warrants receivable,

are classified within Level 2, as their valuation is based on quoted market prices for identical crypto assets in active markets.

The Group presents fair value measurements for

its crypto assets, financial assets and liabilities in the notes to the consolidated financial statements and discloses any transfers

between levels of the hierarchy, although no such transfers occurred during the periods presented.

[o] Related party transactions

All transactions with related parties are in the

normal course of operations and are measured at the exchange amount.

F-15

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

[p] Derivatives

The Group accounts for derivatives in

accordance with ASC Topic 815, Derivatives and Hedging. Certain accounts receivable denominated in crypto assets contain

embedded derivative features arising from rights to receive fixed quantities of crypto assets. These instruments are accounted for

in their entirety at fair value, rather than bifurcating the embedded derivative. Changes in fair value are recognized in the

consolidated Statement of Operations within “Net change in fair value of accounts receivable.”

The Group’s accounts receivable with embedded

derivative features are classified within Level 2 of the fair-value hierarchy, as their valuation is based on quoted market prices for

identical crypto assets in active markets.

[q] Subsequent Events

The Group evaluates subsequent events through

the date the consolidated financial statements are available to be issued, and recognizes in the financial statements the effects of all

subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates

inherent in the process of preparing the consolidated financial statements.

Subsequent events that provide evidence about

conditions that arose after the balance sheet date are disclosed in the notes to the consolidated financial statements, but are not recognized

in the financial statements.

[r] Commitments and Contingencies

The Group accounts for commitments and

contingencies in accordance with ASC Topic 450, Contingencies. Loss contingencies, including legal claims, are accrued when

it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Commitments, such as

agreements and non-cancellable leases, are disclosed when material.

[s] Segment Reporting

The Group determines its reportable segments

in accordance with ASC Topic 280, Segment Reporting. Management concluded the Group has a single operating and reportable

segment under ASC 280 because the Chief Executive Officer, as the Chief Operating Decision Maker (“CODM”), evaluates

performance and allocates resources based on consolidated financial information and does not regularly review discrete financial

information by service line, geography, legal entity, or other component. While the Group may engage in multiple activities, they

are managed as an integrated business with centralized decision-making, and there are no components for which operating results are

regularly reviewed by the CODM with discrete financial information for purposes of allocating resources and assessing performance in

a manner that would constitute separate operating segments. Accordingly, the Group operates as one operating segment and, therefore,

one reportable segment.

[t] Employee benefits

The Cayman Islands requires employers to contribute

to a pension plan on behalf of employees, up to a statutory maximum amount per annum. As of December 31, 2025, the Group has not yet established

its own pension plan but is subject to this statutory obligation.

Accordingly, the Group has recognized an accrued

liability for amounts due under this requirement. At December 31, 2025, the Group accrued $105,011 (2024: $49,168) within accrued expenses

and other current liabilities in the consolidated balance sheet.

For the year ended December 31, 2025, the Group

recorded pension expense of $55,843 (2024: $39,901), which represents the contribution obligation attributable to employee service during

the year.

F-16

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

The Group will fund the obligation in accordance

with Cayman Islands’ statutory requirements in the subsequent fiscal year. No additional defined benefits or defined contribution

plans have been established by the Group as of the reporting date.

[u] Warrants Issued by the Company

The Company accounts for warrants issued for

its common stock in accordance with ASC Topic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity.

Warrants are evaluated at issuance to determine whether they should be classified as equity or as a liability.

Warrants are classified as equity instruments

if they require settlement in a fixed number of shares of the Company’s common stock, are indexed to the Company’s own stock,

and do not contain provisions that could require cash settlement or otherwise preclude equity classification.

If classified as equity, warrants are recorded

at their relative fair value on the issuance date within additional paid-in capital and are not subsequently remeasured. Upon exercise,

proceeds received are recorded as an increase to common stock and additional paid-in capital. Warrants that expire unexercised remain

within additional paid-in capital.

4. RECENT ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting pronouncements

Crypto assets

On December 13, 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles – Goodwill

and Other (Topic 350): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires qualifying crypto assets to be measured

at fair value with changes recognized in net income and presented separately from other intangible assets in the balance sheet, along

with expanded disclosures. The Group early adopted ASU 2023-08 effective January 1, 2024. The adoption did not have a material impact

on the Group’s consolidated financial statements other than changes in presentation and disclosure.

Segment reporting

On November 27, 2023, the FASB issued

ASU No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC Topic

280, Segment Reporting, to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly

provided to the Group’s chief operating decision maker (“CODM”), the amount and description of other segment

items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss

in assessing segment performance and deciding how to allocate resources. The amendments also extend disclosure requirements to

entities with a single reportable segment. The Group adopted ASU 2023-07 effective December 31, 2024 on a retrospective basis. The

Group operates as a single reportable segment. The Chief Executive Officer acting as CODM reviews financial information on a

consolidated basis when evaluating performance and allocating resources.

Substantially all of the Group’s operations and long-lived assets

are located in the Cayman Islands. Accordingly, no further segment or geographic disclosures are presented.

F-17

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

Accounting pronouncements pending adoption

On November 4, 2024, the FASB issued ASU

2024-03, Expense Disaggregation Disclosures (Subtopic 220). This standard amends ASC Topic 220, Comprehensive Income,

to require expanded disclosure of certain natural expense categories (such as employee compensation, depreciation, and amortization)

within the notes to the consolidated financial statements. The amendments are effective for fiscal years beginning after December

15, 2026, with early adoption permitted. The Group is currently evaluating the impact of adopting ASU 2024-03 on its consolidated

financial statements and related disclosures.

5. REVENUE

The Group recognizes revenue in accordance

with ASC Topic 606, Revenue from Contracts with Customers. Revenue is primarily derived from platform-enabled solutions,

including token launch support, digital assets and capital markets infrastructure, and foundation administration. Revenue is

recognized as performance obligations are satisfied in an amount that reflects the consideration expected to be received.

Revenue disaggregated by category for the years

ended December 31, 2025, and 2024 is presented in the table below:

Schedule of disaggregated revenues

2025

2024

Digital assets and capital markets infrastructure

32,187,179

34,732,400

Advisory and onboarding

3,561,320

4,894,073

Total revenue

35,748,499

39,626,473

For the year ended December 31, 2025, one customer

accounted for approximately $12.3 million (34%) of total revenue, a second customer accounted for approximately $4.2 million (12%) of

total revenue, a third customer accounted for approximately $4.1 million (12%) of total revenue, and a fourth customer accounted for approximately

$3.4 million (10%) of total revenue. No other individual customer accounted for greater than 10% of revenue.

For the year ended December 31, 2024, one customer accounted for approximately $12.1 million (32%) of total revenue, a second customer

accounted for approximately $7.5 million (20%) of total revenue, a third customer accounted for approximately $7.3 million (19%) of total

revenue, and a fourth customer accounted for approximately $4.2 million (11%) of total revenue. No other individual customer accounted

for greater than 10% of revenue.

6. COST OF SALES

Cost of sales for the year ended December 31,

2025 increased to $5,235,082 compared to $1,921,861 for the year ended December 31, 2024.

During the year ended December 31, 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.

Open World Inc. evaluated the accounting implications

of the contract amendment and determined that the modification should be accounted for prospectively. Accordingly, no retrospective adjustment

to prior period financial statements was required.

As a result of this amendment, Open World Inc.

recognized an incremental expense of $4,549,500 during the current year, which is included in cost of sales in the accompanying consolidated

statement of operation

F-18

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

7. CASH

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 restricted cash balance totaled $5,838 as of

December 31, 2025 and $44,473 as of December 31, 2024.

The following table presents the Group’s

cash as of December 31, 2025, and December 31, 2024.

Schedule of restricted cash balance

December 31, 2025

December 31, 2024

Cash

723,584

3,980,712

Restricted cash

5,838

44,473

Total cash

729,422

4,025,185

8. ACCOUNTS RECEIVABLE

Accounts receivable consists primarily of amounts

due from customers comprising of 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 of accounts receivable.” The contractual amounts of accounts receivable denominated in crypto assets approximate their fair

value as of each reporting date.

The following table presents the Group’s

accounts receivable as of December 31, 2025, and December 31, 2024.

Schedule of accounts receivable

December 31, 2025

December 31, 2024

Accounts receivable - crypto assets

1,211,696

13,463,445

Accounts receivable - other

54,527

471,168

Total accounts receivable

1,266,223

13,934,613

The following table presents a reconciliation

of accounts receivable, including embedded derivative features, for the years ended December 31, 2025 and 2024:

Schedule of reconciliation accounts receivable

December 31, 2025

December 31, 2024

Beginning balance, January 1

13,934,613

2,395,177

Additions / new contracts

26,652,008

39,749,349

Settlements

(22,636,869 )

(24,617,356 )

Net change in fair value of receivables

(11,711,086 )

(2,722,651 )

Change in revenue contract

(4,549,500 )

Allowance for doubtful accounts

(422,943 )

(869,906 )

Ending balance, December 31

1,266,223

13,934,613

F-19

Open World Ltd. | Notes to Consolidated Financial Statements (continued)

The following table presents a reconciliation

of the Group’s allowance for doubtful accounts, for the years ended December 31, 2025 and 2024:

Schedule of allowance for doubtful accounts

December 31, 2025

December 31, 2024

Beginning balance, January 1

869,906

–

Provision for expected credit losses

422,943

869,906

Write-offs charged against the allowance

–

Recoveries of amounts previously written off

–

Ending balance, December 31

1,292,849

869,906

Credit Risk

Accounts receivable expose the Group to credit

risk arising from counterparties’ inability to pay amounts due. The Group monitors the creditworthiness of its customers on an ongoing

basis and establishes an allowance for doubtful accounts to reflect expected credit losses. The allowance is based on historical loss

experience, the aging of balances, and management’s assessment of current and expected future economic conditions.

As of December 31, 2025, and December 31, 2024,

the Group had accounts receivable positions with one and two counterparties, respectively, each accounting for more than 10 percent of

total receivables.

Fair Value Hierarchy

The Group’s accounts receivable -

crypto assets, including embedded derivative features, are classified within Level 2 of the fair-value hierarchy under ASC Topic

820, Fair Value Measurement, as valuation is based on quoted market prices for identical crypto assets in active markets.

9. CRYPTO ASSETS

The Group 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 to fulfill expenses in the ordinary course of the Group’s business. Stablecoins

such as USDT and USDC 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. No individual token balance was greater than 5% of equity.

The following table summarizes the Group’s

crypto assets as of December 31, 2025, and December 31, 2024 (in USD):

Schedule of crypto assets