Matthew Shaw, Webslinger Holdings Inc., and Beech Holdings Ltd. filed Amendment No. 1 to their Schedule 13D on November 3, 2026, disclosing updated beneficial ownership positions in OpenWorld, Inc. following a registered direct public offering that closed on October 30, 2026.

Key Highlights

  • Aggregate beneficial ownership: Matthew Shaw beneficially owns 6,361,843 shares, representing 40.7% of OpenWorld, Inc.'s common stock, based on 15,615,199 shares outstanding as of November 3, 2026.
  • Ownership breakdown: The 6,361,843 shares held by Shaw include 685,923 shares held directly, 4,989,997 shares held by Webslinger Holdings Inc., and 685,923 shares held by Beech Holdings Ltd., over all of which Shaw holds sole voting and dispositive power.
  • Triggering event: The Issuer's registered direct public offering on October 30, 2026 resulted in the issuance of 1,494,084 shares to an institutional investor, reducing each Reporting Person's beneficial ownership percentage by more than 1%.
  • Beech Holdings exit filing: Beech Holdings Ltd.'s beneficial ownership fell below 5% effective October 30, 2026, and this amendment constitutes an exit filing for Beech Holdings.
  • Webslinger Holdings: Webslinger Holdings Inc., organized in the Cayman Islands, holds 4,989,997 shares, representing 32.0% of the class.
  • Merger background: The shares were originally acquired via conversion of OpenWorld Ltd. shares at a ratio of 1:77.27 upon the closing of a merger on September 30, 2026; according to the filing, "The Reporting Persons did not pay any monetary consideration for the conversions."

OpenWorld Offering Reduces Shaw Group Percentages, Pushes Beech Below 5%

According to the filing, the initial Schedule 13D was filed on October 7, 2026 by Matthew Shaw, Webslinger Holdings Inc., and Beech Holdings Ltd. in connection with a merger between VerifyMe, Inc., VRME Subsidiary Corp., and Open Word Ltd., which closed on September 30, 2026. Under that merger, each outstanding share of OpenWorld Ltd. converted into a share of the issuer at a ratio of 1:77.27. Shaw's 8,877 shares of OpenWorld Ltd. became 685,923 shares of the issuer; Webslinger's 64,579 shares became 4,989,997 shares; and Beech Holdings' 8,877 shares became 685,923 shares of the issuer.

This Amendment No. 1 was triggered by the issuer's registered direct public offering on October 30, 2026, as disclosed in the issuer's Form 8-K filed with the SEC on that date. The offering resulted in 1,494,084 shares of common stock being issued to an institutional investor, bringing the total shares outstanding to 15,615,199 as of November 3, 2026. The filing states that each Reporting Person's beneficial ownership percentage decreased by more than 1% as a result of the offering.

As a consequence of the dilution, Beech Holdings Ltd.'s ownership fell from approximately 4.4% (as calculated on the new share count) to a level the filing characterizes as below 5%, effective October 30, 2026. The amendment serves as an exit filing for Beech Holdings. Webslinger Holdings Inc., organized in the Cayman Islands, retains 32.0% of the class. Shaw, a United Kingdom citizen, retains sole voting and dispositive power over all 6,361,843 shares attributed to the Reporting Persons collectively.

What Was Disclosed

This Schedule 13D amendment discloses that a October 30, 2026 public offering by OpenWorld, Inc. diluted the Reporting Persons' stakes, triggering a mandatory update. Matthew Shaw's aggregate beneficial ownership stands at 40.7%, while Beech Holdings Ltd. dropped below the 5% reporting threshold, constituting an exit filing.