0001437925false--12-31Q120260.000010.0000120000000100010001000

~~0001437925false~~Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-12Rule 10b5-~~31Q320250~~1 trading arrangement under the Exchange Act.~~000010.000010.00001200000000.0000112924299314066045459796100010001000100010001000false00657169921152284826560.000010.0000100014379252025~~ During the quarter ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-011(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-~~012025~~1(c) or any “non-09Rule 10b5-300001437925gmgi:MeridianMaltaMember2024-12-310001437925gmgi:MeridianMaltaMember2025-01-012025-09-300001437925gmgi:MrPaulHardmanMember2025-09-300001437925gmgi:AUMember2024-01-012024-09-300001437925gmgi:AUMember2024-07-012024-09-300001437925srt:AfricaMember2024-01-012024-09-300001437925srt:AfricaMember2025-01-012025-09-300001437925srt:AfricaMember2024-07-012024-09-300001437925gmgi:AUMember2025-01-012025-09-300001437925srt:AsiaPacificMember2025-01-012025-09-300001437925gmgi:CentralAndSouthAmericaMember2024-01-012024-09-300001437925gmgi:CentralAndSouthAmericaMember2024-07-012024-09-300001437925gmgi:CentralAndSouthAmericaMember2025-01-012025-09-300001437925gmgi:EuropeUKExclMember2024-01-012024-09-300001437925gmgi:EuropeUKExclMember2025-01-012025-09-300001437925gmgi:EuropeUKExclMember2024-07-012024-09-300001437925gmgi:GBMember2024-01-012024-09-300001437925gmgi:GBMember2025-01-012025-09-300001437925gmgi:GBMember2024-07-012024-09-300001437925gmgi:CentralAndSouthAmericaMember2025-07-012025-09-300001437925gmgi:EuropeUKExclMember2025-07-012025-09-300001437925srt:AfricaMember2025-07-012025-09-300001437925gmgi:GBMember2025-07-012025-09-300001437925gmgi:AUMember2025-07-012025-09-300001437925srt:AsiaPacificMember2025-07-012025-09-300001437925srt:AsiaPacificMember2024-01-012024-09-300001437925srt:AsiaPacificMember2024-07-012024-09-300001437925gmgi:MeridianBetGroupMember2025-01-012025-09-300001437925gmgi:GMAGMember2025-01-012025-09-300001437925gmgi:RKingsAndCFACMember2025-01-012025-09-300001437925gmgi:TotalSegmentsMember2025-01-012025-09-3000014379252025-04-012025-04-280001437925gmgi:EquityDistributionAgreementMember2025-01-012025-09-300001437925gmgi:TwoThousandTwentyThreeEquityIncentivePlanMember2025-01-012025-09-300001437925gmgi:SeriesCPreferredMember2025-09-300001437925gmgi:SeriesBPreferredMember2025-09-300001437925gmgi:SeriesBPreferredMember2024-12-310001437925gmgi:SeriesCPreferredMember2024-12-310001437925gmgi:MeridianWorldwideCYLimitedMember2024-12-012025-01-020001437925gmgi:MeridianGamingPeruSACMember2024-12-012025-01-020001437925gmgi:MilovanovicMember2025-01-012025-09-300001437925gmgi:MilovanovicMember2025-02-230001437925gmgi:MilovanovicMember2025-01-012025-02-230001437925gmgi:MilovanovicMember2025-01-130001437925gmgi:MilovanovicMember2025-01-012025-01-130001437925gmgi:MeridianPurchaseAgreementMember2025-09-012025-09-090001437925gmgi:MeridianPurchaseAgreementMember2025-08-012025-08-210001437925gmgi:MeridianPurchaseAgreementMember2025-04-012025-04-090001437925gmgi:TwoThousandEighteenEquityIncentivePlanMember2025-06-012025-06-160001437925gmgi:TwoThousandEighteenEquityIncentivePlanMember2024-01-012024-09-300001437925gmgi:TwoThousandEighteenEquityIncentivePlanMember2025-01-012025-09-300001437925gmgi:BozovicMember2025-09-300001437925gmgi:MilosevicMember2025-09-300001437925gmgi:BozovicMember2025-04-090001437925gmgi:MilosevicMember2025-04-090001437925gmgi:OneDirectorMember2025-06-160001437925gmgi:OneEmployeeMember2025-06-160001437925gmgi:OneDirectorMember2025-06-012025-06-160001437925gmgi:OneEmployeeMember2025-06-012025-06-160001437925gmgi:EquityDistributionAgreementMember2024-11-012024-11-220001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyThreePlanMember2025-09-300001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyThreePlanMember2025-01-012025-09-300001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyThreePlanMember2024-12-310001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyTwoPlanMember2025-09-300001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyTwoPlanMember2025-01-012025-09-300001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyTwoPlanMember2024-12-310001437925gmgi:MarlaGoodmanMember2025-09-300001437925gmgi:ElrgyResourcesIncMember2025-01-012025-09-300001437925gmgi:TopLevelDooSerbiaMGCanaryandInoNetworkMember2024-12-310001437925gmgi:TopLevelDooSerbiaMGCanaryandInoNetworkMember2025-09-300001437925gmgi:ElrgyResourcesIncMember2025-09-300001437925gmgi:OtherRelatedPartyMember2025-01-012025-09-300001437925gmgi:OtherRelatedPartyMember2024-01-012024-09-300001437925gmgi:SnezanaBozovicMember2025-01-012025-09-300001437925gmgi:SnezanaBozovicMember2024-01-012024-09-300001437925gmgi:ZoranMilosevicMember2025-01-012025-09-300001437925gmgi:ZoranMilosevicMember2024-01-012024-09-300001437925gmgi:AleksandarMilovanovicMember2025-01-012025-09-300001437925gmgi:AleksandarMilovanovicMember2024-01-012024-09-300001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2024-12-310001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2025-09-300001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2025-01-012025-09-300001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2025-04-012025-04-090001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2025-04-090001437925gmgi:CitigroupGlobalMarketsLimitedMember2025-09-300001437925gmgi:CitigroupGlobalMarketsLimitedMember2025-01-012025-09-300001437925gmgi:MeridianGamingMaltaLtdMember2024-12-310001437925gmgi:MeridianGamingMaltaLtdMember2025-09-300001437925gmgi:MeridianBetMontenegroMember2024-12-310001437925gmgi:GoldenMatrixParentCompanyMember2024-12-310001437925gmgi:IgorSalindrijaFacilityMember2024-12-310001437925gmgi:IgorSalindrijaFacilityMember2024-10-042024-10-300001437925gmgi:IgorSalindrijaFacilityMember2025-01-012025-09-300001437925gmgi:LindGlobalAssetManagementLLCMember2024-06-282024-07-020001437925gmgi:IgorSalindrijaFacilityMember2025-09-300001437925gmgi:MeridianBetMontenegroMember2025-01-012025-09-300001437925gmgi:MeridianBetMontenegroMember2025-09-300001437925gmgi:MeridianBetMontenegroMember2024-12-090001437925gmgi:MeridianBetMontenegroMember2024-12-012024-12-090001437925gmgi:GlobalAssetManagemenMember2025-09-300001437925gmgi:PurchaseAgreementMember2025-09-300001437925gmgi:GoldenMatrixParentCompanyMember2025-01-012025-09-300001437925gmgi:GoldenMatrixParentCompanyMember2025-09-300001437925gmgi:MeridianGamingMaltaLtdMember2024-04-010001437925gmgi:MeridianGamingMaltaLtdMember2024-03-302024-04-030001437925gmgi:MeridianBetMontenegroMember2024-03-210001437925gmgi:MeridianBetMontenegroMember2024-03-012024-03-210001437925gmgi:MeridianSerbiaMember2024-05-160001437925gmgi:PurchaseAgreementMember2025-01-012025-09-300001437925gmgi:MeridianSerbiaMember2024-05-012024-05-160001437925gmgi:WithinOneToTwoYearsMember2025-09-300001437925gmgi:WithinOneYearMember2025-09-300001437925gmgi:WithinOneToTwoYearsMember2024-12-310001437925gmgi:WithinOneYearMember2024-12-310001437925gmgi:BHTelekomMember2025-09-300001437925gmgi:BHTelekomMember2024-12-310001437925gmgi:TelekomSrpskeMember2025-09-300001437925gmgi:TelekomSrpskeMember2024-12-310001437925gmgi:LotteryRSMember2025-09-300001437925gmgi:LotteryRSMember2024-12-310001437925gmgi:InvestmentInThirdPartyPropertyPlantAndEquipmentMember2025-09-300001437925gmgi:InvestmentInThirdPartyPropertyPlantAndEquipmentMember2024-12-310001437925gmgi:TelevisionsMember2025-09-300001437925gmgi:TelevisionsMember2024-12-310001437925us-gaap:ComputerEquipmentMember2025-09-300001437925us-gaap:ComputerEquipmentMember2024-12-310001437925us-gaap:EquipmentMember2025-09-300001437925us-gaap:EquipmentMember2024-12-310001437925gmgi:SlotsAndMachinesMember2025-09-300001437925gmgi:SlotsAndMachinesMember2024-12-310001437925us-gaap:BuildingMember2025-09-300001437925us-gaap:BuildingMember2024-12-310001437925us-gaap:LandMember2025-09-300001437925us-gaap:LandMember2024-12-310001437925gmgi:MeridianbetBrazilMember2025-09-300001437925gmgi:BitTechTanzaniaMember2025-09-300001437925gmgi:SoftwareAndWebsiteMember2025-01-012025-09-300001437925gmgi:MeridianbetBrazilMember2025-01-012025-09-300001437925gmgi:NonCompeteAagreementsMember2025-01-012025-09-300001437925us-gaap:CustomerRelationshipsMember2025-01-012025-09-300001437925gmgi:DevelopedTechnologyMember2025-01-012025-09-300001437925us-gaap:TrademarksAndTradeNamesMember2025-01-012025-09-300001437925gmgi:NonCompeteAagreementsMember2025-09-300001437925us-gaap:CustomerRelationshipsMember2025-09-300001437925gmgi:DevelopedTechnologyMember2025-09-300001437925us-gaap:OtherIntangibleAssetsMember2025-09-300001437925us-gaap:OtherIntangibleAssetsMember2024-12-310001437925gmgi:NonCompeteAagreementsMember2024-12-310001437925us-gaap:CustomerRelationshipsMember2024-12-310001437925gmgi:DevelopedTechnologyMember2024-12-310001437925us-gaap:TrademarksAndTradeNamesMember2025-09-300001437925us-gaap:TrademarksAndTradeNamesMember2024-12-310001437925gmgi:SoftwareMember2025-09-300001437925gmgi:SoftwareMember2024-12-310001437925gmgi:LicensingMember2025-09-300001437925gmgi:LicensingMember2024-12-310001437925gmgi:IntangibleConstructionInProcessMember2025-09-300001437925gmgi:IntangibleConstructionInProcessMember2024-12-310001437925gmgi:ConstructionInProcessMember2024-12-310001437925gmgi:ConstructionInProcessMember2025-09-300001437925gmgi:MediaGamesMaltaMember2025-07-012025-09-300001437925gmgi:GMGIMember2025-07-012025-09-300001437925gmgi:GMGIMember2025-01-012025-09-300001437925gmgi:MeridiaMeridianWorldwideCYLimitedMember2025-09-300001437925gmgi:MeridianGamingSACPeruAndMeridianWorldwideLtdCyprusMember2025-09-300001437925gmgi:MediaGamesMaltaMember2025-01-012025-09-300001437925gmgi:MeridiaMeridianWorldwideCYLimitedMember2024-12-012025-01-020001437925gmgi:MeridianGamingSACPeruAndMeridianWorldwideLtdCyprusMember2024-12-012025-01-020001437925gmgi:MeridianGamingSACPeruAndMeridianWorldwideLtdCyprusMember2024-10-032024-11-080001437925gmgi:MeridianGamingSACPeruAndMeridianWorldwideLtdCyprusMember2024-09-012024-09-030001437925gmgi:MediaGamesMaltaMember2025-09-300001437925gmgi:NJFExercisePhysiologistsPtyLtdMember2024-08-012024-08-160001437925gmgi:NJFExercisePhysiologistsPtyLtdMember2024-08-160001437925gmgi:GMGIMember2024-01-012024-09-300001437925gmgi:GMGIMember2024-07-012024-09-300001437925gmgi:MunicipalityTaxesRefundReceivableMember2025-09-300001437925gmgi:MunicipalityTaxesRefundReceivableMember2024-12-310001437925gmgi:VATRefundReceivableMember2025-09-300001437925gmgi:VATRefundReceivableMember2024-12-310001437925gmgi:CorporateIncomeTaxesReceivableMember2025-09-300001437925gmgi:CorporateIncomeTaxesReceivableMember2024-12-310001437925gmgi:BosniaMember2025-09-300001437925gmgi:BosniaMember2024-12-310001437925gmgi:B2BServicesMember2025-09-300001437925gmgi:B2BServicesMember2024-12-310001437925gmgi:OwnershipMembergmgi:RKingsCompetitionsLtdMember2025-09-300001437925gmgi:OwnershipMembergmgi:RKingsCompetitionsLtdMember2024-12-310001437925gmgi:PurchaseAgreementMembergmgi:SnezanaBozovicMember2024-04-090001437925gmgi:PurchaseAgreementMembergmgi:ZoranMilosevicMember2024-04-090001437925gmgi:PurchaseAgreementMembergmgi:AleksandarMilovanovicMember2024-04-090001437925gmgi:PurchaseAgreementMember2024-04-012024-04-090001437925gmgi:PurchaseAgreementMember2024-04-090001437925gmgi:OwnershipMembergmgi:RKingsCompetitionsLtdMember2024-08-160001437925gmgi:OwnershipMembergmgi:GoldenMatrixMember2024-04-090001437925us-gaap:OtherIntangibleAssetsMember2025-01-012025-09-300001437925gmgi:LicensesMember2025-01-012025-09-300001437925gmgi:TopMemberus-gaap:SoftwareDevelopmentMember2025-01-012025-09-300001437925gmgi:BottomMemberus-gaap:SoftwareDevelopmentMember2025-01-012025-09-300001437925us-gaap:LeaseholdImprovementsMember2025-01-012025-09-300001437925gmgi:TelevisionsMember2025-01-012025-09-300001437925gmgi:TopMemberus-gaap:ComputerEquipmentMember2025-01-012025-09-300001437925gmgi:BottomMemberus-gaap:ComputerEquipmentMember2025-01-012025-09-300001437925gmgi:TopMembergmgi:EquipmentAndFurnitureMember2025-01-012025-09-300001437925gmgi:BottomMembergmgi:EquipmentAndFurnitureMember2025-01-012025-09-300001437925gmgi:SlotsAndMachinesMember2025-01-012025-09-300001437925us-gaap:BuildingMember2025-01-012025-09-300001437925us-gaap:LandMember2025-01-012025-09-300001437925us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001437925us-gaap:NoncontrollingInterestMember2025-07-012025-09-300001437925gmgi:TotalEquityOfGMGIMember2025-07-012025-09-300001437925us-gaap:RetainedEarningsMember2025-07-012025-09-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001437925gmgi:SubscriptionReceivableMember2025-07-012025-09-300001437925gmgi:StockPayableRelatedPartyMember2025-07-012025-09-300001437925gmgi:StockPayableMember2025-07-012025-09-300001437925us-gaap:TreasuryStockCommonMember2025-07-012025-09-300001437925us-gaap:CommonStockMember2025-07-012025-09-300001437925gmgi:PreferredStockSharesSeriesCMember2025-07-012025-09-300001437925gmgi:PreferredStockSharesSeriesBMember2025-07-012025-09-3000014379252025-06-300001437925us-gaap:NoncontrollingInterestMember2025-06-300001437925gmgi:TotalEquityOfGMGIMember2025-06-300001437925us-gaap:RetainedEarningsMember2025-06-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001437925gmgi:SubscriptionReceivableMember2025-06-300001437925gmgi:StockPayableRelatedPartyMember2025-06-300001437925gmgi:StockPayableMember2025-06-300001437925us-gaap:AdditionalPaidInCapitalMember2025-06-300001437925us-gaap:TreasuryStockCommonMember2025-06-300001437925us-gaap:CommonStockMember2025-06-300001437925gmgi:PreferredStockSharesSeriesCMember2025-06-300001437925gmgi:PreferredStockSharesSeriesBMember2025-06-300001437925us-gaap:NoncontrollingInterestMember2025-09-300001437925gmgi:TotalEquityOfGMGIMember2025-09-300001437925us-gaap:RetainedEarningsMember2025-09-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001437925gmgi:SubscriptionReceivableMember2025-09-300001437925gmgi:StockPayableRelatedPartyMember2025-09-300001437925gmgi:StockPayableMember2025-09-300001437925us-gaap:AdditionalPaidInCapitalMember2025-09-300001437925us-gaap:TreasuryStockCommonMember2025-09-300001437925us-gaap:CommonStockMember2025-09-300001437925gmgi:PreferredStockSharesSeriesCMember2025-09-300001437925gmgi:PreferredStockSharesSeriesBMember2025-09-300001437925us-gaap:NoncontrollingInterestMember2025-01-012025-09-300001437925gmgi:TotalEquityOfGMGIMember2025-01-012025-09-300001437925us-gaap:RetainedEarningsMember2025-01-012025-09-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001437925gmgi:SubscriptionReceivableMember2025-01-012025-09-300001437925gmgi:StockPayableRelatedPartyMember2025-01-012025-09-300001437925gmgi:StockPayableMember2025-01-012025-09-300001437925us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001437925us-gaap:TreasuryStockCommonMember2025-01-012025-09-300001437925us-gaap:CommonStockMember2025-01-012025-09-300001437925gmgi:PreferredStockSharesSeriesCMember2025-01-012025-09-300001437925gmgi:PreferredStockSharesSeriesBMember2025-01-012025-09-300001437925us-gaap:NoncontrollingInterestMember2024-12-310001437925gmgi:TotalEquityOfGMGIMember2024-12-310001437925us-gaap:RetainedEarningsMember2024-12-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001437925gmgi:SubscriptionReceivableMember2024-12-310001437925gmgi:StockPayableRelatedPartyMember2024-12-310001437925gmgi:StockPayableMember2024-12-310001437925us-gaap:AdditionalPaidInCapitalMember2024-12-310001437925us-gaap:TreasuryStockCommonMember2024-12-310001437925us-gaap:CommonStockMember2024-12-310001437925gmgi:PreferredStockSharesSeriesCMember2024-12-310001437925gmgi:PreferredStockSharesSeriesBMember2024-12-310001437925us-gaap:NoncontrollingInterestMember2024-07-012024-09-300001437925gmgi:TotalEquityOfGMGIMember2024-07-012024-09-300001437925us-gaap:RetainedEarningsMember2024-07-012024-09-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001437925gmgi:StockPayableRelatedPartyMember2024-07-012024-09-300001437925gmgi:StockPayableMember2024-07-012024-09-300001437925us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001437925us-gaap:TreasuryStockCommonMember2024-07-012024-09-300001437925us-gaap:CommonStockMember2024-07-012024-09-300001437925gmgi:PreferredStockSharesSeriesCMember2024-07-012024-09-300001437925gmgi:PreferredStockSharesSeriesBMember2024-07-012024-09-3000014379252024-06-300001437925us-gaap:NoncontrollingInterestMember2024-06-300001437925gmgi:TotalEquityOfGMGIMember2024-06-300001437925us-gaap:RetainedEarningsMember2024-06-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001437925gmgi:StockPayableRelatedPartyMember2024-06-300001437925gmgi:StockPayableMember2024-06-300001437925us-gaap:AdditionalPaidInCapitalMember2024-06-300001437925us-gaap:TreasuryStockCommonMember2024-06-300001437925us-gaap:CommonStockMember2024-06-300001437925gmgi:PreferredStockSharesSeriesCMember2024-06-300001437925gmgi:PreferredStockSharesSeriesBMember2024-06-3000014379252024-09-300001437925us-gaap:NoncontrollingInterestMember2024-09-300001437925gmgi:TotalEquityOfGMGIMember2024-09-300001437925us-gaap:RetainedEarningsMember2024-09-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001437925gmgi:StockPayableRelatedPartyMember2024-09-300001437925gmgi:StockPayableMember2024-09-300001437925us-gaap:AdditionalPaidInCapitalMember2024-09-300001437925us-gaap:TreasuryStockCommonMember2024-09-300001437925us-gaap:CommonStockMember2024-09-300001437925gmgi:PreferredStockSharesSeriesCMember2024-09-300001437925gmgi:PreferredStockSharesSeriesBMember2024-09-300001437925us-gaap:NoncontrollingInterestMember2024-01-012024-09-300001437925gmgi:TotalEquityOfGMGIMember2024-01-012024-09-300001437925us-gaap:RetainedEarningsMember2024-01-012024-09-300001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001437925gmgi:StockPayableRelatedPartyMember2024-01-012024-09-300001437925gmgi:StockPayableMember2024-01-012024-09-300001437925us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001437925us-gaap:TreasuryStockCommonMember2024-01-012024-09-300001437925us-gaap:CommonStockMember2024-01-012024-09-300001437925gmgi:PreferredStockSharesSeriesCMember2024-01-012024-09-300001437925gmgi:PreferredStockSharesSeriesBMember2024-01-012024-09-3000014379252023-12-310001437925us-gaap:NoncontrollingInterestMember2023-12-310001437925gmgi:TotalEquityOfGMGIMember2023-12-310001437925us-gaap:RetainedEarningsMember2023-12-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001437925gmgi:StockPayableRelatedPartyMember2023-12-310001437925gmgi:StockPayableMember2023-12-310001437925us-gaap:AdditionalPaidInCapitalMember2023-12-310001437925us-gaap:TreasuryStockCommonMember2023-12-310001437925us-gaap:CommonStockMember2023-12-310001437925gmgi:PreferredStockSharesSeriesCMember2023-12-310001437925gmgi:PreferredStockSharesSeriesBMember2023-12-3100014379252024-01-012024-09-3000014379252024-07-012024-09-3000014379252025-07-012025-09-3000014379252024-12-3100014379252025-09-300001437925us-gaap:SeriesCPreferredStockMember2024-12-310001437925us-gaap:SeriesCPreferredStockMember2025-09-300001437925us-gaap:SeriesBPreferredStockMember2024-12-310001437925us-gaap:SeriesBPreferredStockMember2025-09-3000014379252025-10-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure1 trading arrangement”.

falsefalsefalsedirectors and executive officersfalse14220002951652026-04-300769534468694016556205450012982800.000.000.000010.0000100014379252026-01-012026-03-310001437925us-gaap:SubsequentEventMember2026-04-012026-04-280001437925gmgi:PromissoryNotesMember2026-03-310001437925gmgi:DeferredCashConvertiblePromissoryNoteMember2024-06-170001437925gmgi:MeridianPurchaseAgreementFourthAmendmentMember2024-06-170001437925gmgi:MeridianPurchaseAgreementFourthAmendmentMember2024-06-012024-06-170001437925us-gaap:SeriesCPreferredStockMember2026-01-012026-03-310001437925gmgi:MeridianPurchaseAgreementMember2026-03-310001437925gmgi:MeridianPurchaseAgreementMember2025-04-012025-04-090001437925gmgi:MeridianPurchaseAgreementMember2024-04-010001437925gmgi:MeridianPurchaseAgreementMember2026-01-012026-03-310001437925gmgi:MeridianPurchaseAgreementMember2025-08-012025-08-210001437925gmgi:MeridianPurchaseAgreementMember2025-09-012025-09-090001437925gmgi:MeridianPurchaseAgreementMember2024-10-012024-10-310001437925gmgi:MeridianPurchaseAgreementMember2024-01-012024-12-310001437925gmgi:PurchasePriceAllocationMember2026-03-310001437925gmgi:MeridianMaltaMember2026-01-012026-03-310001437925gmgi:MrPaulHardmanMember2026-01-012026-03-310001437925gmgi:MrPaulHardmanMember2026-03-310001437925gmgi:CentralAndSouthAmericaMember2026-01-012026-03-310001437925gmgi:EuropeUKExclMember2026-01-012026-03-310001437925srt:AfricaMember2026-01-012026-03-310001437925gmgi:GBMember2026-01-012026-03-310001437925gmgi:AUMember2026-01-012026-03-310001437925srt:AfricaMember2025-01-012025-03-310001437925gmgi:AUMember2025-01-012025-03-310001437925gmgi:CentralAndSouthAmericaMember2025-01-012025-03-310001437925gmgi:EuropeUKExclMember2025-01-012025-03-310001437925gmgi:GBMember2025-01-012025-03-310001437925srt:AsiaPacificMember2026-01-012026-03-310001437925srt:AsiaPacificMember2025-01-012025-03-310001437925gmgi:MeridianBetGroupMember2026-01-012026-03-310001437925gmgi:GMAGMember2026-01-012026-03-310001437925gmgi:RKingsAndCFACMember2026-01-012026-03-310001437925gmgi:TotalSegmentsMember2026-01-012026-03-310001437925gmgi:TwoThousandTwentyThreeEquityIncentivePlanMember2026-01-012026-03-310001437925gmgi:SeriesBPreferredMember2025-12-310001437925gmgi:SeriesBPreferredMember2026-03-310001437925gmgi:SeriesCPreferredMember2025-12-310001437925gmgi:SeriesCPreferredMember2026-03-310001437925gmgi:TwoThousandEighteenEquityIncentivePlanMember2025-01-012025-03-310001437925gmgi:TwoThousandEighteenEquityIncentivePlanMember2026-01-012026-03-310001437925gmgi:BozovicMember2026-03-310001437925gmgi:MilosevicMember2026-03-310001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyThreePlanMember2026-03-310001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyThreePlanMember2026-01-012026-03-310001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyThreePlanMember2025-12-310001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyTwoPlanMember2026-03-310001437925us-gaap:RestrictedStockUnitsRSUMembergmgi:TwoThousandTwentyTwoPlanMember2025-12-310001437925gmgi:TopLevelDooSerbiaMGCanaryandInoNetworkMember2026-03-310001437925gmgi:MarlaGoodmanMember2026-03-310001437925gmgi:MarlaGoodmanMember2025-12-310001437925gmgi:TopLevelDooSerbiaMGCanaryandInoNetworkMember2025-12-310001437925gmgi:ElrgyResourcesIncMember2025-12-310001437925gmgi:ElrgyResourcesIncMember2026-03-310001437925gmgi:ElrgyResourcesIncMember2026-01-012026-03-310001437925gmgi:ElrgyResourcesIncMember2025-01-012025-03-310001437925gmgi:OtherRelatedPartyMember2025-01-012025-12-310001437925gmgi:OtherRelatedPartyMember2024-01-012024-12-310001437925gmgi:SnezanaBozovicMember2025-01-012025-12-310001437925gmgi:SnezanaBozovicMember2024-01-012024-12-310001437925gmgi:ZoranMilosevicMember2025-01-012025-12-310001437925gmgi:ZoranMilosevicMember2024-01-012024-12-310001437925gmgi:AleksandarMilovanovicMember2025-01-012025-12-310001437925gmgi:AleksandarMilovanovicMember2024-01-012024-12-3100014379252024-01-012024-12-3100014379252025-01-012025-12-310001437925gmgi:MakerplayEntretenimentoAndMarketingLimitadaFacilityMember2026-03-310001437925gmgi:IgorSalindrijaFacilityMember2026-03-310001437925gmgi:IgorSalindrijaFacilityMember2026-01-012026-03-310001437925gmgi:HipotekarnaBankFacilityMember2026-01-012026-03-310001437925gmgi:HipotekarnaBankFacilityMember2026-03-310001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2026-03-310001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2026-01-012026-03-310001437925gmgi:UnicreditBankFacilityMember2026-03-310001437925gmgi:UnicreditBankFacilityMember2026-01-012026-03-310001437925gmgi:CitigroupGlobalMarketsLimitedMember2026-03-310001437925gmgi:CitigroupGlobalMarketsLimitedMember2026-01-012026-03-310001437925gmgi:IgorSalindrijaFacilityMember2025-12-310001437925gmgi:HipotekarnaBankFacilityMember2025-12-310001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2025-12-310001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2025-04-012025-04-090001437925gmgi:ShortTermCreditLineAgreementMembergmgi:UniCreditBankMember2025-04-090001437925gmgi:UnicreditBankFacilityMember2025-12-310001437925gmgi:MakerplayEntretenimentoAndMarketingLimitadaFacilityMember2025-12-310001437925gmgi:MakerplayEntretenimentoAndMarketingLimitadaFacilityMember2026-01-012026-03-310001437925gmgi:PurchaseAgreementMember2026-01-012026-03-310001437925gmgi:IgorSalindrijaFacilityMember2024-03-012024-03-210001437925gmgi:IgorSalindrijaFacilityMember2024-04-010001437925gmgi:MeridianBetMontenegroMember2024-03-210001437925gmgi:MeridianBetMontenegroMember2024-03-012024-03-210001437925gmgi:MeridianSerbiaMember2024-05-160001437925gmgi:MeridianSerbiaMember2024-05-012024-05-160001437925gmgi:WithinOneToTwoYearsMember2025-12-310001437925gmgi:WithinOneYearMember2025-12-310001437925gmgi:WithinOneToTwoYearsMember2026-03-310001437925gmgi:WithinOneYearMember2026-03-310001437925gmgi:MeridianTechLtdSerbiaMember2026-03-310001437925gmgi:MeridianTechLtdSerbiaMember2025-10-290001437925gmgi:MeridianTechLtdSerbiaMember2025-10-240001437925gmgi:BHTelekomMember2026-03-310001437925gmgi:BHTelekomMember2025-12-310001437925gmgi:TelekomSrpskeMember2026-03-310001437925gmgi:TelekomSrpskeMember2025-12-310001437925gmgi:TotalMarketableEquitySecuritiesMember2025-12-310001437925gmgi:TotalMarketableEquitySecuritiesMember2026-03-310001437925gmgi:SilentPartnershipSCPMember2026-03-310001437925gmgi:InvestmentInThirdPartyPropertyPlantAndEquipmentMember2025-12-310001437925gmgi:InvestmentInThirdPartyPropertyPlantAndEquipmentMember2026-03-310001437925gmgi:TelevisionsMember2025-12-310001437925gmgi:TelevisionsMember2026-03-310001437925us-gaap:ComputerEquipmentMember2025-12-310001437925us-gaap:ComputerEquipmentMember2026-03-310001437925us-gaap:EquipmentMember2025-12-310001437925us-gaap:EquipmentMember2026-03-310001437925gmgi:SlotsAndMachinesMember2025-12-310001437925gmgi:SlotsAndMachinesMember2026-03-310001437925us-gaap:BuildingMember2025-12-310001437925us-gaap:BuildingMember2026-03-310001437925us-gaap:LandMember2025-12-310001437925us-gaap:LandMember2026-03-310001437925gmgi:PropertyPlantAndEquipmentConstructionInProcessMember2026-03-310001437925gmgi:MeridianbetBrazilMember2026-03-310001437925gmgi:BitTechTanzaniaMember2026-03-310001437925gmgi:SoftwareAndWebsiteMember2026-01-012026-03-310001437925gmgi:NonCompeteAagreementsMember2025-12-310001437925us-gaap:CustomerRelationshipsMember2025-12-310001437925gmgi:DevelopedTechnologyMember2025-12-310001437925us-gaap:OtherIntangibleAssetsMember2025-12-310001437925us-gaap:OtherIntangibleAssetsMember2026-03-310001437925gmgi:NonCompeteAagreementsMember2026-03-310001437925us-gaap:CustomerRelationshipsMember2026-03-310001437925gmgi:DevelopedTechnologyMember2026-03-310001437925us-gaap:TrademarksAndTradeNamesMember2025-12-310001437925us-gaap:TrademarksAndTradeNamesMember2026-03-310001437925gmgi:SoftwareMember2025-12-310001437925gmgi:SoftwareMember2026-03-310001437925gmgi:LicensingMember2025-12-310001437925gmgi:LicensingMember2026-03-310001437925gmgi:IntangibleConstructionInProcessMember2025-12-310001437925gmgi:IntangibleConstructionInProcessMember2026-03-310001437925gmgi:ConstructionInProcessMember2026-03-310001437925gmgi:ConstructionInProcessMember2025-12-310001437925gmgi:MeridiaMeridianWorldwideCYLimitedMember2026-03-310001437925gmgi:MeridianGamingSACPeruAndMeridianWorldwideLtdCyprusMember2026-03-310001437925gmgi:FairBetLimitedAcquisitionMember2026-01-012026-01-140001437925gmgi:MeridianGamingSACPeruAndMeridianWorldwideLtdCyprusMember2024-09-012024-09-030001437925gmgi:MeridianGamingSACPeruAndMeridianWorldwideLtdCyprusMember2024-10-032024-11-080001437925gmgi:HoldCashMember2026-01-012026-03-310001437925gmgi:HoldCashMember2026-03-310001437925gmgi:NJFExercisePhysiologistsPtyLtdMember2024-08-160001437925gmgi:FairBetLimitedAcquisitionMember2026-01-012026-03-310001437925gmgi:FairBetLimitedAcquisitionMembergmgi:EuroMember2026-03-310001437925gmgi:FairBetLimitedAcquisitionMember2026-03-310001437925gmgi:ClassicsHoldingAcquisitionMember2026-03-310001437925gmgi:MunicipalityTaxesRefundReceivableMember2025-12-310001437925gmgi:MunicipalityTaxesRefundReceivableMember2026-03-310001437925gmgi:VATRefundReceivableMember2025-12-310001437925gmgi:VATRefundReceivableMember2026-03-310001437925gmgi:CorporateIncomeTaxesReceivableMember2025-12-310001437925gmgi:CorporateIncomeTaxesReceivableMember2026-03-310001437925gmgi:BosniaMember2025-12-310001437925gmgi:BosniaMember2026-03-310001437925gmgi:B2BServicesMember2025-12-310001437925gmgi:B2BServicesMember2026-03-310001437925gmgi:OwnershipMembergmgi:RKingsCompetitionsLtdMember2025-12-310001437925gmgi:OwnershipMembergmgi:RKingsCompetitionsLtdMember2026-03-310001437925gmgi:PurchaseAgreementMembergmgi:SnezanaBozovicMember2024-04-090001437925gmgi:PurchaseAgreementMembergmgi:ZoranMilosevicMember2024-04-090001437925gmgi:PurchaseAgreementMembergmgi:AleksandarMilovanovicMember2024-04-090001437925gmgi:ChiefExecutiveOfficerAndDirectorMember2026-01-012026-03-310001437925gmgi:PurchaseAgreementMembergmgi:SnezanaBozovicMember2026-01-012026-03-310001437925gmgi:PurchaseAgreementMembergmgi:ZoranMilosevicMember2026-01-012026-03-310001437925gmgi:PurchaseAgreementMembergmgi:AleksandarMilovanovicMember2026-01-012026-03-310001437925gmgi:PurchaseAgreementMember2024-04-012024-04-090001437925gmgi:PurchaseAgreementMember2024-04-090001437925gmgi:OwnershipMembergmgi:RKingsCompetitionsLtdMember2024-08-160001437925gmgi:OwnershipMembergmgi:GoldenMatrixMember2024-04-090001437925us-gaap:OtherIntangibleAssetsMember2026-01-012026-03-310001437925gmgi:LicensesMember2026-01-012026-03-310001437925gmgi:TopMemberus-gaap:SoftwareDevelopmentMember2026-01-012026-03-310001437925gmgi:BottomMemberus-gaap:SoftwareDevelopmentMember2026-01-012026-03-310001437925us-gaap:LeaseholdImprovementsMember2026-01-012026-03-310001437925gmgi:TelevisionsMember2026-01-012026-03-310001437925gmgi:TopMemberus-gaap:ComputerEquipmentMember2026-01-012026-03-310001437925gmgi:BottomMemberus-gaap:ComputerEquipmentMember2026-01-012026-03-310001437925gmgi:TopMembergmgi:EquipmentAndFurnitureMember2026-01-012026-03-310001437925gmgi:BottomMembergmgi:EquipmentAndFurnitureMember2026-01-012026-03-310001437925gmgi:SlotsAndMachinesMember2026-01-012026-03-310001437925us-gaap:BuildingMember2026-01-012026-03-310001437925us-gaap:LandMember2026-01-012026-03-310001437925us-gaap:NoncontrollingInterestMember2026-03-310001437925gmgi:TotalEquityOfMRDNMember2026-03-310001437925us-gaap:RetainedEarningsMember2026-03-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001437925gmgi:StockPayableRelatedPartyMember2026-03-310001437925gmgi:StockPayableMember2026-03-310001437925us-gaap:AdditionalPaidInCapitalMember2026-03-310001437925us-gaap:TreasuryStockCommonMember2026-03-310001437925us-gaap:CommonStockMember2026-03-310001437925gmgi:PreferredStockSharesSeriesCMember2026-03-310001437925us-gaap:NoncontrollingInterestMember2026-01-012026-03-310001437925gmgi:TotalEquityOfMRDNMember2026-01-012026-03-310001437925us-gaap:RetainedEarningsMember2026-01-012026-03-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001437925gmgi:StockPayableRelatedPartyMember2026-01-012026-03-310001437925gmgi:StockPayableMember2026-01-012026-03-310001437925us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001437925us-gaap:TreasuryStockCommonMember2026-01-012026-03-310001437925us-gaap:CommonStockMember2026-01-012026-03-310001437925gmgi:PreferredStockSharesSeriesCMember2026-01-012026-03-310001437925gmgi:PreferredStockSharesSeriesBMember2026-01-012026-03-310001437925us-gaap:NoncontrollingInterestMember2025-12-310001437925gmgi:TotalEquityOfMRDNMember2025-12-310001437925us-gaap:RetainedEarningsMember2025-12-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001437925gmgi:StockPayableRelatedPartyMember2025-12-310001437925gmgi:StockPayableMember2025-12-310001437925us-gaap:AdditionalPaidInCapitalMember2025-12-310001437925us-gaap:TreasuryStockCommonMember2025-12-310001437925us-gaap:CommonStockMember2025-12-310001437925gmgi:PreferredStockSharesSeriesCMember2025-12-310001437925gmgi:PreferredStockSharesSeriesBMember2025-12-3100014379252025-03-310001437925us-gaap:NoncontrollingInterestMember2025-03-310001437925gmgi:TotalEquityOfMRDNMember2025-03-310001437925us-gaap:RetainedEarningsMember2025-03-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001437925gmgi:StockPayableRelatedPartyMember2025-03-310001437925gmgi:StockPayableMember2025-03-310001437925us-gaap:AdditionalPaidInCapitalMember2025-03-310001437925us-gaap:TreasuryStockCommonMember2025-03-310001437925us-gaap:CommonStockMember2025-03-310001437925gmgi:PreferredStockSharesSeriesCMember2025-03-310001437925gmgi:PreferredStockSharesSeriesBMember2025-03-310001437925us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001437925gmgi:TotalEquityOfMRDNMember2025-01-012025-03-310001437925us-gaap:RetainedEarningsMember2025-01-012025-03-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001437925gmgi:StockPayableRelatedPartyMember2025-01-012025-03-310001437925gmgi:StockPayableMember2025-01-012025-03-310001437925us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001437925us-gaap:TreasuryStockCommonMember2025-01-012025-03-310001437925us-gaap:CommonStockMember2025-01-012025-03-310001437925gmgi:PreferredStockSharesSeriesCMember2025-01-012025-03-310001437925gmgi:PreferredStockSharesSeriesBMember2025-01-012025-03-3100014379252024-12-310001437925us-gaap:NoncontrollingInterestMember2024-12-310001437925gmgi:TotalEquityOfMRDNMember2024-12-310001437925us-gaap:RetainedEarningsMember2024-12-310001437925us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001437925gmgi:StockPayableRelatedPartyMember2024-12-310001437925gmgi:StockPayableMember2024-12-310001437925us-gaap:AdditionalPaidInCapitalMember2024-12-310001437925us-gaap:TreasuryStockCommonMember2024-12-310001437925us-gaap:CommonStockMember2024-12-310001437925gmgi:PreferredStockSharesSeriesCMember2024-12-310001437925gmgi:PreferredStockSharesSeriesBMember2024-12-3100014379252025-01-012025-03-310001437925us-gaap:SeriesCPreferredStockMember2026-03-310001437925us-gaap:SeriesCPreferredStockMember2025-12-3100014379252026-03-3100014379252025-12-3100014379252026-04-28iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pureiso4217:EUR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~ 2026

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number: 001-41326

~~Golden~~Meridian ~~Matrix~~Holdings ~~Group,~~ Inc. (Exact name of registrant as specified in its charter)

Nevada

46-1814729

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3651 Lindell Road, Ste D131Las Vegas, NV		89103
3651 Lindell Road, Ste 555Las Vegas, NV		89103
(Address of principal executive offices)		(Zip Code)

(702) 318-7548

(Registrant’s telephone number, including area code)

3651 Lindell Road, Ste D131

Las Vegas, NV 89103

(Former address)

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, $0.00001 Par Value Per Share		~~GMGI~~MRDN		The NASDAQ Stock Market LLC(The NASDAQ Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 accounting standard provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~April 3028, ~~2025~~2026, there were ~~141~~12,~~237~~669,~~872~~479 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

~~EXPLANATORY~~MERIDIAN ~~NOTE~~HOLDINGS INC.

On April 9, 2024 (the “Closing Date”), Golden Matrix Group, Inc. (the “Company”, “we” and “us”), consummated the transactions contemplated by that certain June 30, 2023, Amended and Restated Sale and Purchase Agreement of Share Capital (as amended and restated from time to time, the “Purchase Agreement”), between the Company and Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”), the owners of Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (“Meridian Serbia”); Društvo Sa Ograničenom Odgovornošću “MeridianBet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro; Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, the “MeridianBet Group”). On the Closing Date, the Company acquired 100% of the MeridianBet Group (the “Purchase”), effective for all purposes as of April 1, 2024. References herein to “Golden Matrix” refer to the Company prior to the Purchase.

Because the Meridian Sellers collectively owned approximately 69.2% of the Company’s outstanding shares of common stock on the Closing Date (with Aleksandar Milovanović (“Milovanović” owning 58.8%), and became the majority stockholders of the Company and received rights to appoint certain persons to the Board of Directors of the Company, the Purchase was accounted for as a reverse merger and recapitalization of the Company under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”), with the MeridianBet Group as the accounting acquirer and the Company as the accounting acquiree.

Therefore, the historical basis of MeridianBet Group’s assets and liabilities has not been remeasured as a result of the acquisition. Instead, as described more fully in “Note 1 – Basis of Presentation and Accounting Policies” and in “Note 22 – MeridianBet Group Purchase Agreement”, below, the assets and liabilities of Golden Matrix have been recorded at their fair value at the acquisition date and are included in the Company’s consolidated financial statements. In identifying MeridianBet Group as the acquiring entity, the companies considered the structure of the acquisition, the relative equity ownership and the largest portion of the voting rights, in the combined companies after the closing of the acquisition, along with the composition of the board of directors.

On, and effective on, April 5, 2024, the Board of Directors of the Company approved a change in the Company’s fiscal year end from October 31 to December 31, to align the Company’s fiscal year end with that of MeridianBet Group.

As a result, all historical financial information presented in the unaudited consolidated financial statements below represents the accounts of MeridianBet Group as if MeridianBet Group is the predecessor to the Company.

GOLDEN MATRIX GROUP, INC.

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements		3
PART I. FINANCIAL INFORMATION		5
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3845
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5256
Item 4.	Controls and Procedures	5256
PART II. OTHER INFORMATION		53
Item 1.	Legal Proceedings	5357
Item 1A.	Risk Factors	5357
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	5958
Item 4.	Mine Safety Disclosures	5958
Item 5.	Other Information	5958
Item 6.	Exhibits	6058

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Private Securities Litigation Reform Act of 1995. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ~~Golden~~Meridian ~~Matrix~~Holdings ~~Group,~~ Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to:

· our need for significant additional financing to grow and expand our operations, complete acquisitions and pay post-closing amounts due in connection therewith, including in connection with the MeridianBet Group (as defined below) acquisition; · dilution caused by the conversion of outstanding ~~debt,~~ preferred stock and warrants, and/or acquisitions; · the Company’s ability to complete acquisitions, and the available funding for such acquisitions, disruptions caused by acquisitions, and other risks associated therewith; · the reliance on suppliers of third-party gaming content and the cost of such content; · the ability of the Company to obtain additional gaming licenses and maintain existing gaming licenses; · the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; · the ability of the Company to manage growth; · the Company’s expectations for future growth, revenues, and profitability; · the Company’s expectations regarding future plans and timing thereof; · the Company’s reliance on its management; · the fact that Aleksandar Milovanović has voting control over the Company; · related party relationships as well as conflicts of interest related thereto; · the potential effect of economic downturns, recessions, changes in interest rates and inflation, and market conditions, including recessions, decreases in discretionary spending and therefore demand for our products, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects as a result of increased inflation, increasing interest rates, global conflicts and other events;

Table of Contents

· the Company’s ability to protect its proprietary information and intellectual property (IP); · the ability of the Company to compete in its market; · the effect of current and future regulation, the Company’s ability to comply with regulations (both current and future) and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; · the risks associated with gaming fraud, user cheating and cyber-attacks; · risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely, as well as cybersecurity and hacking risks; · risks relating to inventory management; · foreign exchange and currency risks; · the outcome of contingencies, including legal proceedings in the normal course of business; · the ability to compete against existing and new competitors; · the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; · general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products, including potential recessions and global economic slowdowns; · the risk of loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations; principally from receivables from customers and transactions with financial institutions with which the Company deposits its surplus funds or mandatory deposits of funds for licensing purposes; · the risk that the Company will have difficulty meeting its obligations associated with its financial liabilities that are settled by delivering cash or another financial asset; · the risk that changes in market prices – such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments; · the risks relating to protection of the players’ deposits; · risks that participants in a sports event intentionally lose or alter the outcome, leading to an unexpected outcome and potentially resulting in a higher payout than expected; and · those risks set forth below and incorporated by reference into, “Part II. Other Information—Item 1A. Risk Factors”, below.

		·		the Company’s ability to protect its proprietary information and intellectual property (IP);

		·		the ability of the Company to compete in its market;

		·		the effect of current and future regulation, the Company’s ability to comply with regulations (both current and future) and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business;

		·		the risks associated with gaming fraud, user cheating and cyber-attacks;

		·		risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely, as well as cybersecurity and hacking risks;

		·		risks relating to inventory management;

		·		foreign exchange and currency risks;

		·		the outcome of contingencies, including legal proceedings in the normal course of business;

		·		the ability to compete against existing and new competitors;

		·		the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments;

		·		general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products, including potential recessions and global economic slowdowns;

		·		the risk of loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations; principally from receivables from customers and transactions with financial institutions with which the Company deposits its surplus funds or mandatory deposits of funds for licensing purposes;

		·		the risk that the Company will have difficulty meeting its obligations associated with its financial liabilities that are settled by delivering cash or another financial asset;

		·		the risk that changes in market prices – such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments;

		·		the risks relating to protection of the players’ deposits;

		·		risks that participants in a sports event intentionally lose or alter the outcome, leading to an unexpected outcome and potentially resulting in a higher payout than expected; and

		·		those risks set forth below under, and incorporated by reference into, “Part II. Other Information—Item 1A. Risk Factors”, below.

These statements are not guarantees of future performance or results. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10‑Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read the matters described in “Part II. Other Information—Item 1A. Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Golden Matrix Group, Inc. and Subsidiaries
Meridian Holdings Inc. and Subsidiaries
Consolidated Balance Sheets
	As of			As of
	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	2216,~~042~~234,~~638~~441		$	3018,~~125~~078,~~944~~300
Accounts receivable, net		75,~~245~~498,~~542~~687			67,~~061~~954,~~281~~116
Accounts receivable – related parties		~~425~~476,~~406~~710			~~666~~465,~~545~~691
Taxes receivable		~~671~~468,~~866~~208			~~734~~595,~~630~~434
Inventory		54,~~681~~863,~~120~~081			35,~~937~~524,~~854~~570
Prepaid expenses		~~963~~665,~~940~~289			~~955~~652,~~456~~224
Other current assets		2,~~115~~276,~~493~~108			2,~~584~~167,~~771~~818
Total current assets		3930,~~146~~482,~~005~~524			4535,~~066~~438,~~481~~153
Non-current assets:
Goodwill & intangible assets, net		~~128~~35,~~858~~070,~~810~~728			~~127~~34,~~642~~914,~~576~~920
Property, plant & equipment, net		2827,~~872~~360,~~176~~672			2728,~~431~~963,~~207~~866
Investments		~~244~~3,~~861~~569,647			~~218~~3,~~147~~650,526
Deposits		6,~~197~~319,~~848~~264			56,~~706~~315,~~319~~584
Operating lease right-of-use assets		6,~~446~~090,~~795~~193			76,~~643~~296,~~504~~336
Other non-current assets		92,~~097~~974,242			92,~~359~~499,415
Total non-current assets		~~170~~81,~~629~~384,~~587~~746			~~168~~82,~~651~~640,~~112~~647
Total assets	$	~~209~~111,~~775~~867,~~592~~270		$	~~213~~118,~~717~~078,~~593~~800
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	18,~~246~~374,~~999~~031		$	1220,~~912~~572,~~300~~774
Accounts payable - related parties		~~337~~438,~~582~~458			19295,~~655~~165
Current portion of operating lease liability		2,~~584~~698,~~873~~136			2,~~378~~656,~~896~~508
Current portion of long-term loan – related party		-			501,591
Current portion of long-term loan		8,032,261			10,581,035
Current portion of long-term loan		10,890,846			16,789,650
Taxes payable		4,481,640			5,011,261
Taxes payable		4,004,504			3,774,418
Other current liabilities		1,136,603			1,592,958
Other current liabilities		1,162,419			1,090,063
Deferred revenues		1,076,788			1,111,332
Deferred revenues		1,071,528			1,095,463
Contingent liability		233,988			228,667
Contingent liability		673,100			626,450
Current portion of consideration payable – related parties		15,905,672			16,199,672
Current portion of consideration payable – related parties		24,314,672			22,520,460
Current portion of consideration payable		881,947			1,317,526
Current portion of consideration payable		1,125,947			1,841,597
Total current liabilities		53,259,524			59,566,898
Total current liabilities		64,412,470			63,550,543
Non-current liabilities:
Non-current portion of operating lease liability		3,~~743~~304,~~524~~088			53,~~193~~562,~~847~~859
Non-current portion of long-term loan		84,~~746~~854,~~788~~214			146,~~364~~590,~~246~~907
Other non-current liabilities		519,~~777,715~~044			619,~~658,377~~510
Non-current portion of consideration payable – related parties		-			15,000,000
Total non-current liabilities		8,177,346			10,173,276
Total non-current liabilities		18,268,027			41,216,470
Total liabilities	$	61,436,870		$	69,740,174
Total liabilities	$	82,680,497		$	104,767,013
Shareholders’ equity:
Preferred stock: $0.00001 par value; 20,000,000 shares authorized	$	-		$	-
Preferred stock, Series B: $0.00001 par value, 1,000 shares designated, 1,000 and 1,000 shares issued and outstanding, respectively		-			-
Preferred stock, Series C: $0.00001 par value, 1,000 shares designated, 1,000 and 1,000 shares issued and outstanding, respectively		-			-
Common stock: $0.00001 par value; 300,000,000 shares authorized; 140,660,454 and 129,242,993 shares issued and outstanding, respectively		1,406			1,292
Common stock: $0.00001 par value; 25,000,000 shares authorized; 12,640,919 and 12,641,023 shares issued and outstanding, respectively	$	126		$	126
Stock payable		-102,006			5102,~~711,807~~006
Stock payable – related party		~~482~~573,~~656~~154			~~211~~573,~~162~~154
Subscription receivable		(41,399	)		-
Additional paid-in capital		83,180,297			82,933,355
Additional paid-in capital		72,683,110			50,313,125
Treasury stock, at cost (17,062 and 17,062 shares, respectively)		(244,208	)		(244,208	)
Treasury stock, at cost (59,796 shares)		(121,430	)		(121,430	)
Accumulated other comprehensive income (loss)		(4,076,810	)		(3,753,485	)
Accumulated other comprehensive income (loss)		(3,187,535	)		(8,089,854	)
Accumulated earnings		(30,804,827	)		(33,065,622	)
Accumulated earnings		53,727,071			57,046,892
Total shareholders’ equity of MRDN		48,729,738			46,545,326
Total shareholders’ equity of GMGI		123,543,879			105,072,994
Noncontrolling interests		1,700,662			1,793,300
Noncontrolling interests		3,551,216			3,877,586
Total equity		50,430,400			48,338,626
Total equity		127,095,095			108,950,580
Total liabilities and equity	$	111,867,270		$	118,078,800
Total liabilities and equity	$	209,775,592		$	213,717,593
See accompanying notes to consolidated financial statements.

~~See~~5 ~~accompanying~~Table ~~notes~~of ~~to consolidated financial statements.~~Contents

5 Table of Contents

Meridian Holdings Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)

	Three Months Ended
	March 31,
	2026			2025

Revenues	$	50,103,870		$	42,723,053
Cost of goods sold		(21,959,630	)		(18,527,092	)
Gross profit		28,144,240			24,195,961

Operating expenses
Selling, general and administrative expenses		24,987,116			24,301,978
Income (loss) from operations		3,157,124			(106,017	)

Other income (expense):
Interest expense		(353,726	)		(1,471,360	)
Interest earned		5,999			43,936
Foreign exchange gain (loss)		(412,194	)		433,668
Other income		467,088			505,503
Total other income (expense)		(292,833	)		(488,253	)
Net income (loss) before tax		2,864,291			(594,270	)
Provision for income taxes		696,134			(336,053	)
Net income (loss)	$	2,168,157		$	(258,217	)
Less: Net loss attributable to noncontrolling interest		(92,638	)		(26,609	)
Net income (loss) attributable to MRDN	$	2,260,795		$	(231,608	)

Weighted average ordinary shares outstanding:
Basic		12,640,999			10,977,405
Diluted		12,785,352			10,977,405
Net earnings (losses) per ordinary share attributable to MRDN:
Basic	$	0.18		$	(0.02	)
Diluted	$	0.18		$	(0.02	)

Net income (loss)	$	2,168,157		$	(258,217	)
Foreign currency translation adjustments		(323,325	)		1,371,048
Comprehensive income		1,844,832			1,112,831
Less: Net loss attributable to noncontrolling interest		(92,638	)		(26,609	)
Comprehensive income attributable to MRDN	$	1,937,470		$	1,139,440

Golden Matrix Group, Inc and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenues	$	47,316,308		$	40,992,329		$	133,284,729		$	105,258,158
Cost of goods sold		(20,929,885	)		(18,589,162	)		(58,325,326	)		(43,477,519	)
Gross profit		26,386,423			22,403,167			74,959,403			61,780,639
Operating expenses
Selling, general and administrative expenses		26,774,044			23,379,550			77,757,891			58,937,789
Income (loss) from operations		(387,621	)		(976,383	)		(2,798,488	)		2,842,850
Other income (expense):
Interest expense		(510,636	)		(790,193	)		(3,463,665	)		(827,048	)
Interest earned		62,036			58,475			122,856			163,023
Foreign exchange loss/gain		817,201			(219,060	)		1,187,414			(337,581	)
Other income		634,458			495,654			1,731,537			1,498,563
Total other income (expense)		1,003,059			(455,124	)		(421,858	)		496,957
Net income (loss) before tax		615,438			(1,431,507	)		(3,220,346	)		3,339,807
Provision for income taxes		201,636			1,864,122			355,960			2,670,788
Net income (loss)	$	413,802		$	(3,295,629	)	$	(3,576,306	)	$	669,019
Less: Net income (loss) attributable to noncontrolling interest		(152,212	)		109,935			(326,367	)		18,924
Net income (loss) attributable to GMGI	$	566,014		$	(3,405,564	)	$	(3,249,939	)	$	650,095
Weighted average ordinary shares outstanding:
Basic		139,769,484			121,510,697			136,518,376			108,570,269
Diluted		142,758,774			121,510,697			136,518,376			115,016,974
Net income (loss) per ordinary share attributable to GMGI:
Basic	$	0.00		$	(0.03	)	$	(0.02	)	$	0.01
Diluted	$	0.00		$	(0.03	)	$	(0.02	)	$	0.01
Net income (loss)	$	413,802		$	(3,295,629	)	$	(3,576,306	)	$	669,019
Foreign currency translation adjustments		(667,259	)		1,818,258			4,902,319			(287,685	)
Comprehensive income (loss)		(253,457	)		(1,477,371	)		1,326,013			381,334
Less: Net income (loss) attributable to noncontrolling interest		(152,212	)		109,935			(326,367	)		18,924
Comprehensive income (loss) attributable to GMGI	$	(101,245	)	$	(1,587,306	)	$	1,652,380		$	362,410

See accompanying notes to consolidated financial statements.

~~See~~6 ~~accompanying~~Table ~~notes~~of ~~to consolidated financial statements.~~Contents

6Meridian ~~Table~~Holdings ofInc. ~~Contents~~and Subsidiaries

~~Golden~~Consolidated ~~Matrix~~Statement ~~Group,~~of ~~Inc.~~Shareholders’ ~~and Subsidiaries~~Equity

~~Consolidated Statement of Shareholders’ Equity~~(Unaudited)

~~(Unaudited)~~ For the Three Months Ended March 31, 2025

For the Nine Months Ended September 30, 2025

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Treasury Stock						Additional Paid-in			Stock			Stock Payable –Related		Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable			Party		Income (Loss)			Earnings			GMGI			interest			Equity
Balance at December 31, 2024		1,000	$	-		1,000	$	-		10,770,249	$	108		(4,983	)	$	(121,430	)	$	50,314,309		$	5,711,807		$	211,162	$	(8,089,854	)	$	57,046,892		$	105,072,994		$	3,877,586		$	108,950,580
Shares issued for vested RSUs		-		-		-		-		79,552		1		-			-			(1	)		-			-		-			-			-			-			-
Shares issued for cashless exercise of options		-		-		-		-		3,151		-		-			-			-			-			-		-			-			-			-			-
Shares issued for services		-		-		-		-		5,000		-		-			-			162,600			(54,200	)		-		-			-			108,400			-			108,400
Acquisition of non-controlling interest		-		-		-		-		157,156		1		-			-			5,264,568			(5,657,607	)		-		-			-			(393,038	)		-			(393,038	)
Shares issued for debt conversion		-		-		-		-		74,852		1		-			-			1,666,948			-			-		-			-			1,666,949			-			1,666,949
Fair value of stock-based compensation		-		-		-		-		-		-		-			-			767,527			73,900			90,498		-			-			931,925			-			931,925
Cumulative translation adjustment		-		-		-		-		-		-		-			-			-			-			-		1,371,048			-			1,371,048			-			1,371,048
Profit (loss) for the period		-		-		-		-		-		-		-			-			-			-			-		-			(231,608	)		(231,608	)		(26,609	)		(258,217	)
Balance at March 31, 2025		1,000	$	-		1,000	$	-		11,089,960	$	111		(4,983	)	$	(121,430	)	$	58,175,951		$	73,900		$	301,660	$	(6,718,806	)	$	56,815,284		$	108,526,670		$	3,850,977		$	112,377,647

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Treasury Stock						Additional Paid-in			Stock			Stock Payable - Related		Subscription			Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable			Party		Receivable			Income (Loss)			Earnings			GMGI			Interest			Equity
Balance at December 31, 2024		1,000	$	-		1,000	$	-		129,242,993	$	1,292		(59,796	)	$	(121,430	)	$	50,313,125		$	5,711,807		$	211,162	$	-		$	(8,089,854	)	$	57,046,892		$	105,072,994		$	3,877,586		$	108,950,580
Shares issued for vested RSUs		-		-		-		-		1,420,609		13		-			-			(13	)		-			-		-			-			-			-			-			-
Shares issued for cashless exercise of options		-		-		-		-		37,813		-		-			-			-			-			-		-			-			-			-			-			-
Shares issued for services		-		-		-		-		290,000		3		-			-			626,997			(128,100	)		-		-			-			-			498,900			-			498,900
Acquisition of non-controlling interest		-		-		-		-		1,885,869		19		-			-			5,264,550			(5,657,607	)		-		-			-			-			(393,038	)		-			(393,038	)
Shares issued for settlement of True-up liability		-		-		-		-		206,634		2		-			-			518,649			-			-		-			-			-			518,651			-			518,651
Share issued for debt conversion		-		-		-		-		6,469,287		66		-			-			11,997,342			-			-		-			-			-			11,997,408			-			11,997,408
Shares issued under ATM Program		-		-		-		-		1,107,249		11		-			-			1,733,818			-			-		(41,399	)		-			-			1,692,430			-			1,692,430
Fair value of stock-based compensation		-		-		-		-		-		-		-			-			2,158,760			73,900			271,494		-			-			-			2,504,154			-			2,504,154
Cumulative translation adjustment		-		-		-		-		-		-		-			-			-			-			-		-			4,902,319			-			4,902,319			(3	)		4,902,316
Reserve Increase		-		-		-		-		-		-		-			-			69,882			-			-		-			-			(69,882	)		-			-			-
Loss for the period		-		-		-		-		-		-		-			-			-			-			-		-			-			(3,249,939	)		(3,249,939	)		(326,367	)		(3,576,306	)
Balance at September 30, 2025		1,000	$	-		1,000	$	-		140,660,454	$	1,406		(59,796	)	$	(121,430	)	$	72,683,110		$	-		$	482,656	$	(41,399	)	$	(3,187,535	)	$	53,727,071		$	123,543,879		$	3,551,216		$	127,095,095

See accompanying notes to consolidated financial statements.

~~See~~7 ~~accompanying~~Table ~~notes~~of ~~to consolidated financial statements.~~Contents

7For ~~Table~~the ofThree ~~Contents~~Months Ended March 31, 2026

For the Three Months Ended September 30, 2025

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock					Treasury Stock						Additional Paid-in			Stock		Stock Payable – Related		Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares			Amount		Shares			Amount			Capital			Payable		Party		Income (Loss)			Earnings			MRDN			interest			Equity
Balance at December 31, 2025		-	$	-		1,000	$	-		12,641,023		$	126		(17,062	)	$	(244,208	)	$	82,933,355		$	102,006	$	573,154	$	(3,753,485	)	$	(33,065,622	)	$	46,545,326		$	1,793,300		$	48,338,626
Cancellation of fractional shares resulting from a reverse stock split		-		-		-		-		(104	)		-		-			-			(1,115	)		-		-		-			-			(1,115	)		-			(1,115	)
Fair value of stock-based compensation		-		-		-		-		-			-		-			-			248,057			-		-		-			-			248,057			-			248,057
Cumulative translation adjustment		-		-		-		-		-			-		-			-			-			-		-		(323,325	)		-			(323,325	)		-			(323,325	)
Profit (loss) for the period		-		-		-		-		-			-		-			-			-			-		-		-			2,260,795			2,260,795			(92,638	)		2,168,157
Balance at March 31, 2026		-	$	-		1,000	$	-		12,640,919		$	126		(17,062	)	$	(244,208	)	$	83,180,297		$	102,006	$	573,154	$	(4,076,810	)	$	(30,804,827	)	$	48,729,738		$	1,700,662		$	50,430,400

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Treasury			stock			Additional Paid-in		Stock		Stock Payable - Related		Subscription			Accumulated Other Comprehensive			Accumulated		Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Payable		Party		Receivable			Income (Loss)			Earnings		GMGI			Interest			Equity
Balance at June 30, 2025		1,000	$	-		1,000	$	-		139,117,131	$	1,391		(59,796	)	$	(121,430	)	$	70,395,979	$	-	$	392,158	$	(29,787	)	$	(2,520,276	)	$	53,161,057	$	121,279,092		$	3,703,431		$	124,982,523
Shares issued for vested RSUs		-		-		-		-		41,250		-		-			-					-		-		-			-			-		-			-			-
Shares issued for services		-		-		-		-		105,000		1		-			-			195,299		-		-		-			-			-		195,300			-			195,300
Share issued for debt conversion		-		-		-		-		664,743		7		-			-			759,993		-		-		-			-			-		760,000			-			760,000
Shares issued under ATM Program		-		-		-		-		732,330		7		-			-			1,071,222		-		-		(11,612	)		-			-		1,059,617			-			1,059,617
Fair value of stock-based compensation		-		-		-		-		-		-		-			-			260,617		-		90,498		-			-			-		351,115			-			351,115
Cumulative translation adjustment		-		-		-		-		-		-		-			-			-		-		-		-			(667,259	)		-		(667,259	)		(3	)		(667,262	)
Profit (loss) for the period		-		-		-		-		-		-		-			-			-		-		-		-			-			566,014		566,014			(152,212	)		413,802
Balance at September 30, 2025		1,000	$	-		1,000	$	-		140,660,454	$	1,406		(59,796	)	$	(121,430	)	$	72,683,110	$	-	$	482,656	$	(41,399	)	$	(3,187,535	)	$	53,727,071	$	123,543,879		$	3,551,216		$	127,095,095

See accompanying notes to consolidated financial statements.

Table of Contents

For the Nine Months Ended September 30, 2024

Meridian Holdings Inc. and Subsidiaries
Consolidated Statements of Cash Flow
(Unaudited)

	Three Months Ended
	March 31,
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	2,168,157		$	(258,217	)
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Fair value of stock-based compensation		248,057			1,040,325
Non-cash interest expense related to debt discount amortization		75,670			952,546
Amortization of intangible assets		1,025,175			2,152,640
Depreciation of property, plant and equipment		1,435,955			1,436,247
Bad debt expense		102,176			73,208

Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		2,357,254			(897,968	)
(Increase) decrease in accounts receivable – related party		(39,250	)		49,188
(Increase) decrease in taxes receivable		127,226			141,625
(Increase) decrease in prepaid expenses		(15,305	)		(69,053	)
(Increase) decrease in other current assets		(106,021	)		295,349
(Increase) decrease in inventories		597,556			(820,433	)
(Increase) decrease in deposits		(3,680	)		145,038
(Increase) decrease in other non-current assets		14,369			22,962
Increase (decrease) in accounts payable and accrued liabilities		(1,863,677	)		4,122,296
Increase (decrease) in accounts payable – related party		142,627			210,082
Increase (decrease) in taxes payable		(534,454	)		(880,465	)
Increase (decrease) in deferred revenues		(36,875	)		31,180
Increase (decrease) in customer deposit		(564,203	)		60,944
Increase (decrease) in other current liabilities		108,107			122,138
Increase (decrease) in other liabilities		(641,246	)		(310,649	)
Increase (decrease) in operating lease liabilities		557,819			120,654
Net cash provided by operating activities	$	5,155,437		$	7,739,637

Cash flows from investing activities:
Cash paid for intangible assets		(1,405,432	)		(2,339,700	)
Cash paid for investments		-			(7,373	)
Proceeds from sale of property, plant and equipment		37,227			(1,107,424	)
Cash paid for purchase of subsidiaries		(806,390	)		(426,700	)
Cash distribution to former owners of MeridianBet Group in connection with the Purchase		(294,000	)		(1,459,642	)
Net cash used in investing activities	$	(2,468,595	)	$	(5,340,839	)

Cash flows from financing activities:
Repayment on debt		(3,791,674	)		(4,428,626	)
Repayment of lease		(780,668	)		(571,438	)
Payments of fractional shares		(1,115	)		-
Net cash used in financing activities	$	(4,573,457	)	$	(5,000,064	)

Effect of exchange rate changes on cash		42,756			2,137,248

Net increase in cash and cash equivalents		(1,843,859	)		(464,018	)
Cash and cash equivalents at beginning of year		18,078,300			30,125,944
Cash and cash equivalents at end of the quarter	$	16,234,441		$	29,661,926

Supplemental cash flows disclosures
Interest paid	$	277,110		$	514,864
Tax paid	$	705,152		$	758,934

Non-cash financing activities
Common stock issued for vested RSUs	$	-		$	9
Debt conversion	$	-		$	1,666,949
Acquisition of minority interest	$	-		$	393,038

See accompanying notes to consolidated financial statements.

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Treasury Stock						Additional Paid-in			Stock		Stock Payable - Related		Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling		Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable		Party		Income (Loss)			Earnings			GMGI			Interest		Equity
Balance at December 31, 2023		-	$	-		1,000	$	-		83,475,190	$	835		-		$	-		$	3,044,894		$	-	$	-	$	(3,307,578	)	$	59,296,675		$	59,034,826		$	951,723	$	59,986,549
Fair value of non-controlling interest in subsidiary		-		-		-		-		-		-		-			-			-			-		-		-			-			-			3,363,450		3,363,450
Other comprehensive income (loss)		-		-		-		-		-		-		-			-			-			-		-		(287,685	)		-			(287,685	)		-		(287,685	)
Shares issued for vested RSUs		-		-		-		-		560,750		6		-			-			(6	)		-		-		-			-			-			-		-
Shares issued for exercise of options		-		-		-		-		20,000		-		-			-			34,800			-		-		-			-			34,800			-		34,800
Shares issued for services		-		-		-		-		100,000		1		-			-			564,399			120,000		120,664		-			-			805,064			-		805,064
Shares issued as consideration to acquire subsidiaries		-		-		-		-		810,390		8		-			-			1,689,655			-		-		-			-			1,689,663			-		1,689,663
Shares issued for debt conversion		-		-		-		-		1,000,000		10		-			-			1,999,990			-		-		-			-			2,000,000			-		2,000,000
FV of warrant granted		-		-		-		-		-		-		-			-			1,007,482			-		-		-			-			1,007,482			-		1,007,482
Fair value of stock-based compensation		-		-		-		-		-		-		-			-			2,447,739			-		-		-			-			2,447,739			-		2,447,739
Purchase of treasury stock		-		-		-		-		-		-		(700	)		(1,671	)		-			-		-		-			-			(1,671	)		-		(1,671	)
Dividends issued to former owners of MeridianBet Group		-		-		-		-		-		-		-			-			-			-		-		-			(769,534	)		(769,534	)		-		(769,534	)
Recapitalization		1,000		-		-		-		36,742,287		367		-			-			27,642,574			-		-		-			-			27,642,941			-		27,642,941
Profit for the period		-		-		-		-		-		-		-			-			-			-		-		-			650,095			650,095			18,924		669,019
Balance at September 30, 2024		1,000	$	-		1,000	$	-		122,708,617	$	1,227		(700	)	$	(1,671	)	$	38,431,527		$	120,000	$	120,664	$	(3,595,263	)	$	59,177,236		$	94,253,720		$	4,334,097	$	98,587,817

Table of Contents

~~See~~Meridian ~~accompanying~~Holdings ~~notes~~Inc. toand ~~consolidated financial statements.~~Subsidiary

9Notes ~~Table~~to ofthe ~~Contents~~Consolidated Financial Statements

~~For the Three Months Ended September 30, 2024~~(Unaudited)

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Treasury Stock						Additional Paid-in		Stock		Stock Payable - Related		Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling		Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Payable		Party		Income (Loss)			Earnings			GMGI			interest		Equity
Balance at June 30, 2024		1,000	$	-		1,000	$	-		120,801,977	$	1,208		-		$	-		$	32,210,148	$	120,000	$	30,166	$	(5,413,521	)	$	62,582,800		$	89,530,801		$	860,712	$	90,391,513
Fair value of non-controlling interest in subsidiary		-		-		-		-		-		-		-			-			-		-		-		-			-			-			3,363,450		3,363,450
Other comprehensive income				-		-		-		-		-		-			-			-		-		-		1,818,258			-			1,818,258			-		1,818,258
Shares issued for vested RSUs		-		-		-		-		26,250		-		-			-			-		-		-		-			-			-			-		-
Shares issued for services		-		-		-		-		70,000		1		-			-			384,399		-		90,498		-			-			474,898			-		474,898
Shares issued as consideration to acquire subsidiaries		-		-		-		-		810,390		8		-			-			1,689,655		-		-		-			-			1,689,663			-		1,689,663
Shares issued for debt conversion		-		-		-		-		1,000,000		10		-			-			1,999,990		-		-		-			-			2,000,000			-		2,000,000
FV of warrant granted		-		-		-		-		-		-		-			-			1,007,482		-		-		-			-			1,007,482			-		1,007,482
Fair value of stock-based compensation		-		-		-		-		-		-		-			-			1,139,853		-		-		-			-			1,139,853			-		1,139,853
Purchase of treasury stock		-		-		-		-		-		-		(700	)		(1,671	)		-		-		-		-			-			(1,671	)		-		(1,671	)
Profit (loss) for the period		-		-		-		-		-		-		-			-			-		-		-		-			(3,405,564	)		(3,405,564	)		109,935		(3,295,629	)
Balance at September 30, 2024		1,000	$	-		1,000	$	-		122,708,617	$	1,227		(700	)	$	(1,671	)	$	38,431,527	$	120,000	$	120,664	$	(3,595,263	)	$	59,177,236		$	94,253,720		$	4,334,097	$	98,587,817

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

~~See~~Organization ~~accompanying~~and ~~notes to consolidated financial statements.~~Operations

10Meridian ~~Table~~Holdings Inc. (together with its consolidated subsidiaries, collectively, “MRDN” “we”, “our”, “us”, or the “Company”) is incorporated and registered in the State of ~~Contents~~Nevada, (i) operates online sports betting, online casino, and gaming operations in more than 15 jurisdictions across Europe, Africa and Central and South America, (ii) is an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offers pay-to-enter prize competitions in the United Kingdom (UK) and leads trade promotions in Australia, providing members with free prizes.

Golden Matrix Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flow
(Unaudited)
	Nine Months Ended
	September 30,
	2025			2024
Cash flows from operating activities:
Net (loss) income	$	(3,576,306	)	$	669,019
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Fair value of stock-based compensation		3,003,054			3,252,803
Non-cash interest expense related to debt discount amortization		2,025,763			729,059
Amortization of intangible assets		7,193,854			4,317,523
Depreciation of property, plant and equipment		4,193,434			3,173,473
Bad debt expense		229,239			218,800
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(1,414,498	)		(2,030,489	)
(Increase) decrease in accounts receivable – related party		163,623			62,166
(Increase) decrease in taxes receivable		62,764			696,429
(Increase) decrease in prepaid expenses		9,008			(783,980	)
(Increase) decrease in other current assets		511,107			(494,078	)
(Increase) decrease in inventories		(1,430,867	)		(1,131,848	)
(Increase) decrease in deposits		(510,361	)		(471,700	)
(Increase) decrease in other non-current assets		10,394			(344,476	)
Increase (decrease) in accounts payable and accrued liabilities		6,169,306			1,441,319
Increase (decrease) in accounts payable – related party		316,660			(2,981	)
Increase (decrease) in taxes payable		325,554			(3,903,981	)
Increase (decrease) in deferred revenues		(91,845	)		74,422
Increase (decrease) in customer deposit		306			23,938
Increase (decrease) in other current liabilities		100,723			299,028
Increase (decrease) in other liabilities		(881,463	)		-
Increase (decrease) in operating lease liabilities		740,146			1,522,653
Net cash provided by operating activities	$	17,149,595		$	7,317,099
Cash flows from investing activities:
Cash paid for intangible assets		(8,229,598	)		(9,598,234	)
Cash paid for investments		(26,714	)		(2,324	)
Cash paid for property, plant and equipment		(4,424,257	)		(3,979,633	)
Cash paid for purchase of subsidiaries		(715,650	)		(4,452,143	)
Cash assumed from investment in subsidiaries		-			2,265,276
Cash distribution to former owners of MeridianBet Group in connection with the Purchase		(1,709,971	)		(23,294,833	)
Cash assumed from acquisition with Golden Matrix		-			17,355,360
Net cash used in investing activities	$	(15,106,190	)	$	(21,706,531	)
Cash flows from financing activities:
Repayment on debt		(17,989,308	)		(1,174,383	)
Proceeds from loans and borrowings		1,172,000			26,870,400
Proceeds from sale of note and warrant		-			9,685,305
Proceeds from sale of stock		1,692,430			-
Repayment of lease		(1,999,714	)		(1,928,562	)
Payments of dividends		-			(769,534	)
Share repurchase		-			(1,671	)
Proceeds from option exercise		-			34,800
Net cash provided by (used in) financing activities	$	(17,124,592	)	$	32,716,355
Effect of exchange rate changes on cash		6,997,881			(327,268	)
Net increase in cash and cash equivalents		(8,083,306	)		17,999,655
Cash and cash equivalents at beginning of year		30,125,944			20,405,296
Cash and cash equivalents at end of the quarter	$	22,042,638		$	38,404,951
Supplemental cash flows disclosures
Interest paid	$	1,416,882		$	89,455
Tax paid	$	3,047,948		$	2,712,786
Non-cash financing activities
Debt conversion	$	11,997,408		$	2,000,000
Shares issued for settlement of True-up liability	$	518,651		$	-
Acquisition of minority interest	$	393,038		$	-
Common stock issued for vested RSUs	$	13		$	-
See accompanying notes to consolidated financial statements.

The Company is a well-established brand and operator in the sports betting and gaming industry, spanning across over 15 markets in Europe, Central and South America, and Africa. The Company employs approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, slot machines and virtual games. Of those 700 shops, approximately 260 are owned by the Company’s subsidiaries and approximately 440 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, the Company’s online casino revenue has grown significantly over the past years. Following the closing of the MeridianBet Acquisition (discussed and defined below) and effective April 1, 2024, the Company, through Golden Matrix (discussed and defined below), develops and owns online gaming intellectual property (IP) for international customers, located primarily in the Asia Pacific region. As part of the MeridianBet Acquisition, the Company acquired a proprietary Internet gaming enterprise software system that provides unique casino and live game operations on GM-Ag System. In addition, following the MeridianBet Acquisition, the Company broadened its operations in pay-to-enter prize competitions in the UK.

11On ~~Table~~April 9, 2024, Golden Matrix completed the acquisition (the “MeridianBet Acquisition”) of ~~Contents~~100% of Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (“Meridian Serbia”); Društvo Sa Ograničenom Odgovornošću “MeridianBet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro (“Meridian Montenegro”); Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta (“Meridian Malta”); and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (“Meridian Cyprus”, and collectively, “MeridianBet Group”), from Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”). The MeridianBet Acquisition was completed pursuant to the terms of that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, entered into between Golden Matrix and the Meridian Sellers (as amended from time to time, the “MeridianBet Purchase Agreement”), effective for all purposes as of April 1, 2024. References to “Golden Matrix” refer to the Company prior to the MeridianBet Acquisition.

~~Golden~~In ~~Matrix~~connection ~~Group~~with the MeridianBet Acquisition, ~~Inc.~~on April 9, 2024, the Company (A) issued 6,845,154 restricted shares of the Company’s common stock to the Meridian Sellers (the “Closing Shares”) and ~~Subsidiaries~~1,000 shares of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”); (B) paid the Meridian Sellers $12 million in cash; and (C) issued the Meridian Sellers $15 million in Promissory Notes (the “Notes”), payable $13,125,000 to Aleksandar Milovanović, $1,250,000 to Zoran Milošević and $625,000 to Snežana Božović.

~~Notes~~The toMeridianBet ~~the~~Purchase ~~Consolidated~~Agreement ~~Financial~~is ~~Statements~~described in greater detail below under “Note 22 – MeridianBet Group Purchase Agreement”.

~~(Unaudited)~~10 Table of Contents

~~NOTE~~On 1August 16, 2024, the Company entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings Co. Pty Ltd., an Australian proprietary limited company (“Classics Holdings”). Classics Holdings, through its wholly-owned ~~BASIS~~subsidiary, OFClassics ~~PRESENTATION~~For ~~AND~~A ~~ACCOUNTING~~Cause ~~POLICIES~~Pty Ltd (“Classics For a Cause”), is an independent online trade promotions company, located in Australia, which operates a well-established business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics For a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, exotic motor vehicles, caravans, jet skis, boats, and exclusive holiday experiences. On August 21, 2024, the Company closed the transactions contemplated by the Share Exchange Agreement, which was effective on August 1, 2024.

~~Organization~~Following the completion of the MeridianBet Acquisition, MeridianBet Group became the Company’s primary operating platform and ~~Operations~~the principal driver of the Company’s consolidated revenue and strategic growth initiatives.

~~Golden~~Change ~~Matrix Group, Inc. (together with its consolidated subsidiaries, collectively, “GMGI” “we”, “our”, “us”, or the “Company”) is incorporated and registered in the State~~ of Nevada, (i) operates online sports betting, online casino, and gaming operations in more than 15 jurisdictions across Europe, Africa and Central and South America, (ii) is an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offers pay-to-enter prize competitions in the United Kingdom (UK) and leads trade promotions in Australia, providing members with free prizes.Control

~~The~~As ~~Company is~~ a ~~well-established~~result brand and operator in the sports betting and gaming industry, spanning across over 15 markets in Europe, Central and South America, and Africa. The Company employs approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, online casino games, and virtual games. Of those 700 shops, approximately 250 are owned by the Company’s subsidiaries and approximately 450 shops are owned by franchisees. This is complemented by a variety of ~~slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on~~ the ~~regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, the Company’s online casino revenue has grown significantly over the past years. Following the~~ closing of the ~~Meridian~~MeridianBet Purchase ~~(defined~~Agreement, ~~below)~~ and ~~effective~~on April 19, 2024, the ~~Company,~~Meridian ~~through~~Sellers ~~Golden~~obtained ~~Matrix~~majority ~~(defined~~voting ~~below),~~control ~~develops~~over ~~and~~the ~~owns online gaming intellectual property (IP) and builds configurable and scalable~~Company, ~~turn-key,~~with ~~and~~each ~~white-label gaming platforms for international customers, located primarily in the Asia Pacific region. As part~~ of the Meridian ~~Purchase,~~Sellers ~~the~~obtaining ~~Company~~voting ~~acquired~~rights a proprietary Internet gaming enterprise software system that provides for unique casino and live game operations on the platforms that include GM-X System (“GM-X”) and GM-Ag System, Turnkey Solution and White Label Solutions. These platforms are provided to Asia Pacific Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gaming (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”). In addition, following the Meridian Purchase, the Company broadened its operations in pay-to-enter prize competitions in the UK. follows:

On· ~~April~~Aleksandar 9,Milovanović ~~2024~~(5,818,381 ~~GMGI~~shares ~~completed~~of ~~the~~common ~~acquisition~~stock (~~the “Meridian Purchase”) of 100~~58.8% of ~~Meridian~~the ~~Serbia,~~Company’s ~~MeridianBet~~then ~~Montenegro,~~outstanding ~~Meridian~~common ~~Gaming~~stock) ~~Holdings Ltd.,~~ and ~~Meridian~~850 ~~Gaming~~shares ~~(Cy)~~of ~~Ltd,~~Series ~~(collectively,~~C ~~“MeridianBet~~Preferred ~~Group”)~~Stock, ~~from~~voting ~~Aleksandar~~in ~~Milovanović~~aggregate 6,349,631 ~~Zoran~~voting ~~Milošević~~shares ~~and~~(57.0% ~~Snežana~~of ~~Božović~~the ~~(collectively,~~Company’s ~~the~~outstanding ~~“Meridian~~voting ~~Sellers”~~shares).); ~~The~~· ~~Meridian~~Zoran ~~Purchase~~Milošević ~~was~~(684,515 ~~completed~~shares ~~pursuant to the terms~~ of ~~that~~common ~~certain~~stock ~~Amended~~ and ~~Restated~~100 ~~Sale~~shares ~~and Meridian Purchase Agreement~~ of ~~Share~~Series ~~Capital~~C ~~dated~~Preferred ~~June 27~~Stock, ~~2023,~~voting ~~entered~~in ~~into~~aggregate ~~between~~747,015 ~~Golden~~voting ~~Matrix~~shares); and ~~the~~· ~~Meridian~~Snežana ~~Sellers~~Božović (~~as amended from time to time~~342,257 ~~the~~shares ~~“Meridian~~of ~~Purchase~~common ~~Agreement”),~~stock ~~effective~~and ~~for~~50 ~~all~~shares ~~purposes~~of asSeries ofC ~~April~~Preferred 1Stock, ~~2024.~~voting ~~References~~in toaggregate ~~“Golden~~373,507 ~~Matrix”~~voting ~~refer to the Company prior to the Meridian Purchase~~shares).

InThe ~~connection~~total ~~with~~of the ~~Meridian~~shares ~~Purchase,~~referenced onabove ~~April~~amount 9,to ~~2024~~6, ~~the Company (A) issued 82~~845,~~141,857~~154 ~~restricted~~ shares of ~~the Company’s~~ common stock ~~to the Meridian Sellers (the “Closing Shares”)~~ and 1,000 shares of ~~the Company’s~~ Series C Preferred Stock ~~(the~~voting ~~“Series~~in Caggregate ~~Preferred~~625,000 ~~Stock”);~~voting ~~(B)~~shares, ~~paid~~or ~~the~~7,470,154 ~~Meridian~~voting ~~Sellers~~shares ~~$12~~total, ~~million~~which intotaled ~~cash;~~an ~~and~~aggregate ~~(C)~~of ~~issued~~69.2% of the ~~Meridian~~Company’s ~~Sellers~~outstanding ~~$15~~common ~~million~~stock inand ~~Promissory~~67.0% ~~Notes~~of (the ~~“Notes”),~~Company’s ~~payable~~outstanding ~~$13,125,000~~voting ~~to Aleksandar Milovanović~~stock, ~~$1,250,000~~each toas ~~Zoran~~of ~~Milošević~~the ~~and~~closing ~~$625,000~~date toof ~~Snežana~~the ~~Božović~~MeridianBet Acquisition.

~~The~~Prior ~~Meridian~~to the closing of the MeridianBet Purchase Agreement, isMr. ~~described~~Anthony inBrian ~~greater~~Goodman, ~~detail~~the ~~below~~then ~~under~~Chief ~~“Note~~Executive 22Officer –and ~~MeridianBet~~then ~~Group~~director of the Company, held voting control over the Company due to his beneficial ownership of 1,343,713 shares of common stock and 1,000 shares of Series B Voting Preferred Stock, which voted 625,000 voting shares on all stockholder matters (which prior to the issuance of the shares of common stock and Series C Preferred Stock upon the closing of the MeridianBet Purchase Agreement”, provided him a 53.6% voting right over the Company).

OnSeries ~~August~~C ~~16,~~Preferred 2024, the Company entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings Co. Pty Ltd., an Australian proprietary limited company (“Classics Holdings”). Classics Holdings, through its wholly-owned subsidiary, Classics For A Cause Pty Ltd (“Classics for a Cause”), is an independent online trade promotions company, located in Australia, which operates a well-established business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics for a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, exotic motor vehicles, caravans, jet skis, boats, and exclusive holiday experiences. On August 21, 2024, the Company closed the transactions contemplated by the Share Exchange Agreement, which was effective on August 1, 2024.Stock

12On ~~Table~~April 4, 2024, in contemplation of ~~Contents~~the closing of the transactions contemplated by the MeridianBet Purchase Agreement, and pursuant to the power provided to the Company by the Articles of Incorporation of the Company, as amended, the Company’s Board of Directors approved the adoption of, and filing of, a Certificate of Designation of Golden Matrix Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Preferred Stock (the “Series C Designation”), which was filed with, and became effective with, the Secretary of State of Nevada on the same date. The Series C Designation designated 1,000 shares of Series C Preferred Stock, which were issued to the Meridian Sellers at the closing of the MeridianBet Acquisition.

~~Change~~Reverse ofStock ~~Control~~Split and Name Change

AsOn ~~previously~~February ~~disclosed~~26, in2026, the Company’s ~~Annual~~filed ~~Report~~both on(a) ~~Form~~a Certificate ~~10-K~~of ~~for~~Change with the ~~year~~Secretary ~~ended~~of ~~December~~State ~~31,~~of ~~2024,~~the asState ~~filed~~of ~~with~~Nevada (the ~~Securities~~“Certificate ~~and~~of ~~Exchange~~Change”) ~~Commission~~to (effectuate a reverse stock split of the ~~“SEC”)~~Company’s onauthorized, ~~March~~issued 24and outstanding shares of common stock, ~~2025~~at a ratio of 1-for-12 (the “~~2024~~Reverse ~~Annual Report~~Split”), ain ~~change~~accordance ofwith ~~control~~Nevada ~~occurred~~Revised ~~upon~~Statutes ~~the~~(“NRS”) ~~closing~~Section 78.209; and (b) a Certificate of Amendment to the ~~Meridian~~Company’s ~~Purchase~~Articles ~~Agreement~~of onIncorporation, ~~April~~as 9amended, ~~2024.~~to Asaffect a ~~result,~~name change of the Company to “Meridian ~~Sellers,~~Holdings ~~including~~Inc.” ~~Aleksandar~~(the ~~Milovanović,~~“Name ~~Zoran~~Change”). ~~Milošević,~~Both the Certificate of Change and ~~Snežana~~Certificate ~~Božović,~~of ~~collectively~~Amendment ~~acquired~~were ~~majority~~approved ~~voting~~solely ~~control~~by the Board of Directors of the Company in accordance with the NRS.

~~For~~11 aTable ~~full description~~ of the equity issued, the resulting changes in beneficial ownership, and voting rights following the closing, please refer to “Note 1 – Basis of Presentation and Accounting Policies” to the consolidated financial statements in our 2024 Annual Report. Contents

~~Interim~~Both ~~Financial~~the ~~Statements~~Reverse Split and the Name Change became effective on March 3, 2026 at 12:01 a.m. ET (the “Effective Time”).

~~These~~At ~~unaudited~~the ~~consolidated~~Effective ~~financial~~Time, ~~statements~~the ~~have~~total ~~been~~number ~~prepared~~of inshares ~~accordance~~of ~~with~~common ~~generally~~stock ~~accepted~~authorized ~~accounting~~for ~~principles~~issuance inunder the ~~United~~Company’s ~~States~~Articles of Incorporation was divided by 12 (~~“US~~from ~~GAAP”~~300 million to 25 million); ~~for~~the ~~interim~~total ~~financial~~number ~~information~~of issued and ~~with~~outstanding shares of common stock of the ~~instructions~~Company towas ~~Form~~divided ~~10-Q~~by ~~and~~12 ~~Regulation~~(from ~~S-X~~151.7 ~~Accordingly,~~million ~~the~~shares ~~consolidated~~to ~~financial~~12.6 ~~statements~~million doshares); ~~not~~and ~~include~~the ~~all~~total ~~the~~number ~~information~~of ~~and~~shares ~~footnotes~~of ~~required~~common stock held by ~~generally~~each ~~accepted~~stockholder ~~accounting~~of ~~principles~~the ~~for~~Company ~~complete~~was ~~financial~~converted ~~statements.~~automatically Ininto the ~~opinion~~number of ~~management,~~shares ~~all~~of ~~adjustments~~common ~~considered~~stock ~~necessary~~equal ~~for~~to athe ~~fair~~number ~~presentation~~of ~~have~~issued ~~been~~and ~~included~~outstanding ~~and~~shares of common stock held by each such ~~adjustments~~stockholder ~~are~~immediately ofprior ato ~~normal~~the ~~recurring~~Reverse ~~nature~~Split divided by 12. ~~These~~No ~~consolidated~~fractional ~~financial~~shares ~~statements~~were ~~should~~issued in connection with the Reverse Split, and stockholders who would otherwise be ~~read~~entitled to receive a fractional share instead received cash in ~~conjunction~~lieu ~~with~~of such fractional share, based upon the ~~financial~~closing ~~statements~~sale ~~for~~price of the ~~fiscal~~common ~~year~~stock ~~ended~~on ~~December~~the ~~31,~~trading ~~2024,~~day ~~and~~immediately ~~notes~~prior ~~thereto,~~to ~~which~~the ~~are~~Effective ~~included~~Time inas reported on the ~~2024~~Nasdaq ~~Annual~~Capital ~~Report~~Market.

~~Principles~~There was no change to the par value of ~~Consolidation~~the common stock or preferred stock of the Company or the authorized or outstanding shares of preferred stock of the Company in connection with the Reverse Split; provided that the conversion ratio of such preferred stock was adjusted equitably in connection with the Reverse Split.

~~The~~In ~~consolidated~~addition, ~~financial~~the ~~statements~~number ~~include~~of ~~the~~shares ~~accounts~~of common stock issuable upon exercise of our stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans) were proportionately adjusted by the applicable administrator, ~~its~~using ~~wholly~~the 1-~~owned~~for-12 ~~subsidiaries~~ratio, and ~~its~~rounded ~~majority~~down to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the Company’s equity plans. The conversion rates of our preferred stock will also be adjusted in a ratio of 1-~~owned~~for-12. ~~subsidiaries~~The number of shares issuable upon exercise of our outstanding warrants to purchase shares of common stock outstanding at the Effective Time was also equitably adjusted pursuant to the terms of such securities in connection with the 1-for-12 Reverse Split. ~~Intercompany~~In ~~balances~~addition, the exercise price for each outstanding stock option and ~~transactions~~warrant ~~have~~will ~~been~~be ~~eliminated~~increased in inverse proportion to the 1-for-12 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant will remain approximately the same as the aggregate exercise price prior to the Reverse Split, subject to the terms of such securities.

The ~~Company~~effects ~~accounts~~of ~~for business combinations using~~ the ~~acquisition~~Reverse ~~method~~Split ~~of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, “Business Combinations”. Identifiable assets acquired,~~ and ~~liabilities~~Name ~~assumed,~~Change inhave abeen ~~business~~retroactively ~~combination~~affected ~~are~~throughout ~~measured~~this ~~initially at their fair values at the acquisition date~~Report, ~~irrespective~~unless ofotherwise ~~the extent of any non-controlling interest~~stated. Any adjustments to the purchase price allocation are made during the measurement period, not exceeding one year from the acquisition date, in accordance with ASC 805. The Company recognizes any non-controlling interest in the acquired subsidiary at fair value. The excess of the purchase price and the fair value of non-controlling interest in the acquired subsidiary over the fair value of the identifiable net assets of the subsidiary is recognized as goodwill. Identifiable assets with finite lives are amortized over their useful lives. Acquisition-related costs are expensed as incurred.

~~There~~Interim ~~have~~Financial been no material changes to the Company’s subsidiaries during the nine months ended September 30, 2025. For a discussion of the Company’s subsidiaries, refer to the Company’s subsidiary disclosures set forth in Part I, Item 1, “Business” of the 2024 Annual Report.Statements

~~Use~~These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of ~~Estimates~~management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2025, and notes thereto, which are included in the Company’s Annual Report on Form 10-K which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026.

~~The~~Principles ~~preparation~~ of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include contingent liability, stock-based compensation, warrant valuation, accrued expenses and collectability of accounts receivable. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable. Due to inherent uncertainties, actual results could differ from those estimates.Consolidation

13The ~~Table~~consolidated financial statements include the accounts of ~~Contents~~the Company, its wholly-owned subsidiaries, and its majority-owned subsidiaries. Intercompany balances and transactions have been eliminated.

~~Fair~~The ~~Value~~Company accounts for business combinations using the acquisition method of accounting in accordance with Financial ~~Instruments~~Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, “Business Combinations”. Identifiable assets acquired, and liabilities assumed, in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. Any adjustments to the purchase price allocation are made during the measurement period, not exceeding one year from the acquisition date, in accordance with ASC 805. The Company recognizes any non-controlling interest in the acquired subsidiary at fair value. The excess of the purchase price and the fair value of non-controlling interest in the acquired subsidiary over the fair value of the identifiable net assets of the subsidiary is recognized as goodwill. Identifiable assets with finite lives are amortized over their useful lives. Acquisition-related costs are expensed as incurred.

~~The~~12 ~~Company~~Table ~~has adopted the provisions~~ of ASC Topic 820, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).Contents

~~The~~Use ~~hierarchy consists~~ of ~~three levels:~~Estimates

·The ~~Level~~preparation 1of -financial ~~Quoted~~statements ~~prices~~ in ~~active~~conformity ~~markets~~with ~~for~~US ~~identical~~GAAP ~~assets~~requires ormanagement ~~liabilities.~~to ·make ~~Level~~estimates 2and -assumptions ~~Inputs~~that ~~other~~affect ~~than~~the ~~Level~~reported 1amounts ~~that~~of ~~are~~assets ~~observable~~and liabilities, ~~either~~disclosure ~~directly~~of orcontingent ~~indirectly,~~assets ~~such~~and asliabilities ~~quoted~~at ~~prices~~the ~~for~~date ~~similar~~of ~~assets~~the offinancial ~~liabilities;~~statements ~~quoted~~and ~~prices~~the inreported ~~markets~~amounts ~~that~~of ~~are~~revenues ~~not~~and ~~active;~~expenses orduring ~~other~~the ~~inputs~~reporting ~~that~~period. ~~are~~Significant ~~observable~~items orsubject ~~can~~to besuch ~~corroborated~~estimates byand ~~observable~~assumptions ~~market~~include ~~data~~contingent ~~for~~liability, ~~substantially~~stock-based ~~the~~compensation, ~~full~~warrant ~~term~~valuation, ofaccrued ~~the~~expenses ~~assets~~and orcollectability ~~liabilities~~of accounts receivable. ·The ~~Level~~Company 3evaluates -its ~~Unobservable~~estimates ~~inputs~~on ~~that~~an ~~are~~on-going ~~supported~~basis byand ~~little~~bases orits noestimates ~~market~~on ~~activity~~historical experience and ~~that~~on ~~are~~various ~~significant~~other toassumptions the ~~fair~~Company ~~value~~believes ofto ~~the~~be ~~assets~~reasonable. orDue ~~liabilities~~to inherent uncertainties, actual results could differ from those estimates.

~~The~~Fair ~~Company~~Value ~~uses~~of ~~Level~~Financial ~~3 inputs for its valuation methodology for its assets and liabilities.~~Instruments

~~Financial~~The ~~instruments~~Company ~~consist~~has ~~principally~~adopted the provisions of ~~cash,~~ASC ~~accounts~~Topic ~~receivable~~820, ~~prepaid~~“Fair ~~expenses~~Value Measurements”, ~~intangible~~which ~~assets,~~defines ~~accounts~~fair ~~payable~~value, ~~accrued~~establishes ~~liabilities~~a framework for measuring fair value in US GAAP, and ~~customer~~expands ~~deposits~~disclosures about fair value measurements. ~~The~~ASC ~~carrying~~820 ~~amounts~~does ofnot ~~such~~require ~~financial~~any ~~instruments~~new infair ~~the~~value ~~accompanying~~measurements, ~~balance~~but ~~sheets~~it ~~approximate~~does ~~their~~provide ~~fair~~guidance ~~values~~on ~~due~~how to ~~their~~measure ~~relatively~~fair ~~short-term~~value ~~nature.~~by Itproviding isa ~~management’s~~fair ~~opinion~~value ~~that~~hierarchy used to classify the ~~Company~~source isof ~~not~~the ~~exposed~~information. toThe ~~any~~fair ~~significant~~value ~~currency~~hierarchy ordistinguishes ~~credit~~between ~~risks~~assumptions ~~arising~~based ~~from~~on ~~these~~market ~~financial~~data ~~instruments~~(observable inputs) and an entity’s own assumptions (unobservable inputs).

~~Foreign~~The ~~Currency~~hierarchy ~~Translation~~consists ~~and~~of ~~Transactions~~three levels:

~~The~~· ~~functional~~Level ~~currency~~1 of- ~~our~~Quoted ~~foreign~~prices ~~operations~~in isactive ~~generally~~markets ~~the~~for ~~local~~identical ~~currency.~~assets ~~For~~or ~~these~~liabilities. ~~foreign~~· ~~entities,~~Level we2 ~~translate~~- ~~their~~Inputs ~~financial~~other ~~statements~~than ~~into~~Level ~~U.S.~~1 ~~dollars~~that ~~using~~are ~~average~~observable, ~~exchange~~either ~~rates~~directly ~~for~~or ~~the~~indirectly, ~~period~~such ~~for~~as ~~income~~quoted ~~statement~~prices ~~amounts~~for ~~and~~similar ~~using~~assets ~~end-~~of~~-period~~ ~~exchange~~liabilities; ~~rates~~quoted ~~for~~prices ~~assets~~in ~~and~~markets ~~liabilities.~~that Weare ~~record~~not ~~these~~active; ~~translation~~or ~~adjustments in accumulated~~ other ~~comprehensive~~inputs ~~income~~that ~~(loss),~~are aobservable ~~separate~~or ~~component~~can ofbe ~~equity,~~corroborated inby ~~our~~observable ~~consolidated~~market ~~balance~~data ~~sheets.~~for ~~During~~substantially the ~~three~~full ~~months~~term ~~ended~~of ~~September 30, 2025, and 2024,~~ the ~~Company~~assets ~~had~~or ~~foreign~~liabilities. ~~currency~~· ~~translation~~Level ~~adjustments~~3 of- ~~$(667,259)~~Unobservable ~~and~~inputs ~~$1,818,258,~~that ~~respectively.~~are ~~During~~supported ~~the~~by ~~nine~~little ~~months~~or ~~ended~~no ~~September~~market ~~30,~~activity ~~2025,~~ and ~~2024,~~that ~~the~~are ~~Company~~significant ~~had~~to ~~foreign~~the ~~currency~~fair ~~translation~~value ~~adjustments~~ of ~~$4,902,319~~the ~~and~~assets ~~$(287,685),~~or ~~respectively~~liabilities.

~~We record exchange gains and losses resulting from the conversion of transaction currency to functional currency as a component of other income (expense).~~ The Company ~~incurred~~uses ~~foreign~~Level ~~exchange~~3 ~~gains~~inputs ~~and~~for ~~(losses)~~its ~~of $817,201~~valuation ~~and~~methodology ~~$(219,060)~~for ~~during~~its ~~the~~assets ~~three months ended September 30, 2025,~~ and ~~2024, respectively, and $1,187,414 and $(337,581) during the nine months ended September 30, 2025 and 2024, respectively~~liabilities.

~~Cash~~Financial instruments consist principally of cash, accounts receivable, prepaid expenses, intangible assets, accounts payable, accrued liabilities, and customer deposits. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

~~The~~Investment ~~Company~~in ~~considers~~Debt ~~all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company currently has no cash equivalents at September 30, 2025 and December 31, 2024.~~Securities

~~Allowance~~The Company invests in sovereign debt securities issued by foreign governments. These investments are classified as debt securities and accounted for ~~Doubtful~~in ~~Accounts~~accordance with ASC Topic 320, Investments — Debt Securities.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of September 30, 2025, and December 31, 2024, the allowance for doubtful accounts was $1,011,918 and $994,329, respectively. During the three months ended September 30, 2025, and 2024, there was $60,310 and $132,014, respectively, of bad debt expense recorded. During the nine months ended September 30, 2025, and 2024, there was $229,239 and $218,800, respectively, of bad debt expense recorded.Classification:

14The ~~Table~~Company classifies its debt securities at the time of ~~Contents~~purchase as either:

~~Intangible~~· ~~Assets~~Available-for-sale (“AFS”), or · Held-to-maturity (“HTM”),

~~Intangible~~based ~~assets~~on ~~are~~management’s ~~capitalized~~intent ~~when~~and aability ~~future~~to ~~benefit~~hold ~~is determined. Intangible assets are amortized over~~ the ~~anticipated~~securities ~~useful~~to ~~life of the intangible asset~~maturity.

~~Software~~13 ~~Development~~Table ~~Costs~~of Contents

~~The~~As ~~Company capitalizes internal software development costs subsequent to establishing technological feasibility~~ of aMarch ~~software application in accordance with guidelines established by ASC 985-20-25 “Costs of Software to Be Sold~~31, ~~Leased~~2026, ~~or Marketed”, requiring certain software development costs to be capitalized upon~~ the ~~establishment~~Company’s ofsovereign ~~technological~~bond ~~feasibility.~~investments ~~The~~are ~~establishment~~classified ~~of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such~~ as ~~anticipated future revenue, estimated economic life, and changes in software and hardware technologies~~HTM. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

~~Other~~HTM ~~intangible~~securities ~~assets~~are recorded at amortized cost and adjusted for the amortization of premiums and accretion of discounts using the effective interest method.

~~Other~~Investment intangible assets, including customer relationships, patents, and trademarks, that are acquired by the Company and have finite useful lives, are at a cost less accumulated amortization and any accumulated impairment losses. Costs incurred after the asset is placed in ~~service~~Equity ~~are recognized in the income statement as incurred.~~Securities

~~Impairment~~The Company accounts for investments in equity securities based on the level of ~~Intangible~~ownership ~~Assets~~interest and the degree of influence over the investee.

InInvestments ~~accordance~~in ~~with~~equity ~~ASC~~securities ~~350-30-65~~in ~~“Goodwill~~which ~~and~~the ~~Other~~Company ~~Intangible~~holds ~~Assets”,~~less ~~the~~than ~~Company~~20% ~~assesses~~of the ~~impairment~~outstanding ofownership ~~identifiable~~interest ~~intangible~~and ~~assets~~does ~~whenever~~not ~~events~~have orsignificant ~~changes~~influence inare ~~circumstances~~generally ~~indicate~~accounted ~~that~~for under the ~~carrying~~fair value ~~may~~method. ~~not~~Under bethis ~~recoverable.~~method, ~~Factors~~such ~~the~~investments ~~Company~~are ~~considers~~carried ~~important~~at fair value, ~~which~~with ~~could~~changes ~~trigger~~in anfair ~~impairment~~value ~~review~~recognized ~~include~~in ~~the~~earnings, ~~following:~~unless another measurement basis is required under applicable accounting guidance.

1.Investments ~~Significant~~in ~~underperformance~~equity ~~compared~~securities toin ~~historical~~which orthe ~~projected~~Company ~~future~~holds ~~operating~~20% ~~results;~~or 2.more ~~Significant~~of ~~changes~~the inoutstanding ~~the~~ownership ~~manner~~interest, or ~~use~~otherwise ofhas the ~~acquired~~ability ~~assets~~to orexercise significant influence over the ~~strategy~~investee’s operating and financial policies, are generally accounted for under the ~~overall~~equity ~~business;~~method. Under the equity method, the investment is initially recorded at cost and 3.subsequently ~~Significant~~adjusted ~~negative~~for ~~industry~~the Company’s proportionate share of the investee’s net income or ~~economic~~loss, ~~trends~~distributions received, and other changes in the investee’s equity.

~~When~~As ~~the Company determines that the carrying value~~ of anMarch ~~intangible~~31, asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows2026, the Company’s ~~records~~equity aninvestments impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are ~~amortized~~classified ~~over~~under ~~their useful lives. The Company incurred amortization expenses of $2,575,834 and $1,962,157 during~~ the ~~three~~fair ~~months~~value ~~ended September 30, 2025, and 2024, respectively, and $7,193,854 and $4,317,523 during the nine months ended September 30, 2025 and 2024, respectively~~method.

~~Goodwill~~Foreign Currency Translation and Transactions

~~Goodwill~~The isfunctional ~~tested~~currency ~~for~~of ~~impairment~~our atforeign ~~the~~operations ~~reporting~~is ~~unit~~generally ~~level~~the local currency. InFor ~~accordance~~these ~~with~~foreign ~~ASC~~entities, ~~Topic~~we ~~350~~translate ~~Intangibles~~their -financial ~~Goodwill~~statements ~~and~~into ~~Other~~U.S. ~~(“ASC~~dollars ~~350”),~~using ~~our~~average ~~business~~exchange isrates ~~classified~~for ~~into~~the ~~two~~period ~~reporting~~for ~~units:~~income ~~Golden~~statement ~~Matrix~~amounts and ~~MeridianBet~~using ~~Group.~~end-of-period ~~Prior~~exchange torates ~~April~~for 1,assets ~~2024,~~and ~~the~~liabilities. ~~Company~~We ~~had~~record ~~one~~these ~~reporting~~translation ~~unit~~adjustments toin ~~which~~accumulated ~~goodwill~~other ~~was~~comprehensive ~~allocated.~~income We(loss), ~~review~~a ~~and~~separate ~~evaluate~~component of equity, in our ~~goodwill~~consolidated ~~for~~balance ~~potential~~sheets. ~~impairment~~During atthe athree ~~minimum~~months ~~annually~~ended March 31, or2026, ~~more~~and ~~frequently~~2025, ifthe ~~circumstances~~Company ~~indicate~~has ~~that~~foreign ~~impairment~~currency istranslation ~~possible~~adjustments of $(323,325) and $1,371,048, respectively.

15We ~~Table~~record exchange gains and losses resulting from the conversion of ~~Contents~~transaction currency to functional currency as a component of other income (expense). The Company incurred foreign exchange gains and (losses) of $(412,194) and $433,668 during the three months ended March 31, 2026, and 2025, respectively.

In testing goodwill for impairment, we have the option to begin with a qualitative assessment, commonly referred to as “Step 0”, to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, including changes in our management, strategy and primary user base. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then perform a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. In estimating the fair value of the reporting unit, we may use key assumptions such as revenue growth rates, gross margin, and estimated costs for future periods and well as peer group market valuation multiples and discount rates. If the carrying amount exceeds the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of operations. We perform our impairment testing annually and when circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We performed our annual impairment assessment of goodwill as of December 31, 2024, and concluded that goodwill was not impaired as the fair value of our reporting unit is in excess of our carrying value.Cash

The ~~changes~~Company inconsiders ~~the~~all ~~carrying~~highly ~~value~~liquid investments with original maturities of ~~goodwill~~three ~~were~~months asor ~~follows:~~less to be cash equivalents. The Company currently has no cash equivalents at March 31, 2026 and December 31, 2025.

	Total
Balance as of December 31, 2024	$	71,249,119
Foreign currency translation adjustment		56,234
Balance as of September 30, 2025	$	71,305,353

Allowance for Doubtful Accounts

~~Inventories~~The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of March 31, 2026, and December 31, 2025, the allowance for doubtful accounts was $205,828 and $209,523, respectively. During the three months ended March 31, 2026, and 2025, there was $102,176 and $73,208, respectively, of bad debt expense recorded.

~~Prizes~~Intangible Assets

~~RKingsCompetitions~~Intangible ~~Ltd,~~assets aare ~~private~~capitalized ~~limited~~when ~~company formed under the laws of Northern Ireland (the “RKings”) and Classics for~~ a ~~Cause~~future ~~purchase~~benefit ~~prizes to be awarded to winners of prize competitions and giveaways; these prizes are recorded as inventory. Inventory~~ is ~~stated at the lower of cost or net realizable value, using the specific identification method~~determined. ~~Costs~~Intangible ~~include~~assets ~~expenditures~~are ~~incurred~~amortized inover the ~~normal~~anticipated ~~course~~useful oflife ~~business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net~~ of ~~discounts) less all costs to complete and costs incurred in marketing and selling of~~ the ~~prize~~intangible ~~inventory~~asset. ~~The inventory of prizes was $5,559,325 and $3,812,659 at September 30, 2025 and December 31, 2024, respectively.~~

~~Retail~~14 ~~Bar~~Table ~~Goods~~of Contents

~~The~~Software ~~Company’s~~Development ~~inventory is composed of goods for retail bars. Inventory is stated at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) method.~~ Costs include expenditures incurred in the normal course of business in bringing inventory to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net of discounts) less all costs to complete. Inventory of goods for retail bars was $121,795 and $125,195 at September 30, 2025, and December 31, 2024, respectively.

AsThe Company capitalizes internal software development costs subsequent to establishing technological feasibility of ~~September~~a 30software application in accordance with guidelines established by ASC 985-20-25 “Costs of Software to Be Sold, ~~2025~~Leased, or Marketed”, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and ~~December~~the ~~31,~~ongoing ~~2024,~~assessment ~~total~~of ~~inventory~~the ~~was~~recoverability $5of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue,~~681~~ estimated economic life,~~120~~ and ~~$3,937,854,~~changes ~~respectively~~in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

16Other ~~Table~~intangible ~~of Contents~~assets

~~Property~~Other intangible assets, ~~Plant~~including customer relationships, patents, and ~~Equipment~~trademarks, that are acquired by the Company and have finite useful lives, are at cost less accumulated amortization and any accumulated impairment losses. Costs incurred after the asset is placed in service are recognized in the income statement as incurred.

~~Plant~~Impairment ~~and~~of ~~machinery,~~Intangible fixtures, fittings, and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed pursuant to the straight-line method over the useful life as follows:Assets

		Useful Life in Years
Land		40
Buildings		40
Slots and machines		10
Equipment & Furniture		4 to 10
Computers		3 to 5
Televisions		4
Leasehold improvement		5
Software		3-5
Licenses		up to 10
Other intangible assets		5

In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following:

~~The~~1. ~~depreciable~~Significant ~~life~~underperformance ofcompared ~~leasehold~~to ~~improvements~~historical isor ~~limited~~projected byfuture ~~the~~operating ~~expected~~results; ~~lease term~~2. ~~Those~~ ~~leases~~Significant ~~with~~changes anin ~~indefinite~~the manner or ~~undefined~~use ~~lease period are assigned a useful life~~ of 5the ~~years.~~acquired ~~Property,~~assets ~~plant~~or ~~and~~the ~~equipment,~~strategy ~~net~~for ofthe ~~depreciation,~~overall ~~were~~business; ~~$28,872,176~~ and ~~$27,431,207,~~3. atSignificant ~~September~~negative ~~30,~~industry ~~2025~~or ~~and~~economic ~~December 31, 2024, respectively~~trends.

~~Revenue~~When ~~Recognition~~the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

~~The~~During ~~Company~~the ~~recognizes~~three ~~revenue~~months inended ~~accordance~~March ~~with FASB ASC Topic 606~~31, ~~Revenue~~2026 ~~from Contracts with Customers. The Company’s revenue streams~~ and ~~related~~2025, ~~recognition~~there ~~policies~~were ~~are~~no ~~described~~impairment inlosses ~~detail~~on inintangible ~~“Note 1 – Basis of Presentation and Accounting Policies” – Revenue Recognition to the consolidated financial statements included in the Company’s 2024 Annual Report~~assets.

~~There~~Intangible assets that have ~~been~~finite nouseful ~~material~~lives ~~changes~~are toamortized ~~the~~over ~~Company’s~~their ~~revenue~~useful ~~recognition~~lives. ~~policies~~The orCompany ~~the~~incurred ~~nature~~amortization expenses of ~~its~~$1,025,175 ~~performance~~and ~~obligations~~$2,152,640 during the ~~nine~~three months ended ~~September~~March 3031, 2026 and 2025, respectively.

~~Other~~Goodwill ~~Income~~

~~Other~~Goodwill ~~income~~ is ~~related~~tested tofor ~~income~~impairment ~~from~~at ~~marketing~~the ~~services~~reporting ~~for~~unit ~~third-party~~level. ~~advertising~~In inaccordance ~~MeridianBet~~with ~~Group~~ASC ~~betting~~Topic ~~shops,~~350 ~~sale~~Intangibles of- ~~fixed~~Goodwill ~~assets,~~and ~~VAT~~Other ~~refunds~~(“ASC 350”), ~~income~~our ~~from~~business ~~compensation~~is ~~for~~classified ~~damages,~~into ~~income~~two ~~from~~reporting ~~reduction~~units: ofGolden ~~liabilities~~Matrix and ~~other~~MeridianBet ~~income~~Group. ~~that~~We isreview ~~not~~and ~~directly~~evaluate ~~related~~our togoodwill ~~the~~for ~~Company’s~~potential ~~core~~impairment ~~activity~~at a minimum annually, or more frequently if circumstances indicate that impairment is possible.

~~For~~In testing goodwill for impairment, we have the ~~three~~option ~~months~~to ~~ended~~begin ~~September~~with 30a qualitative assessment, ~~2025~~commonly referred to as “Step 0”, to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and ~~2024~~market considerations, cost factors, entity-specific financial performance and other ~~income~~events, ~~amounted~~including tochanges ~~$634~~in our management,~~458~~ strategy and ~~$495~~primary user base. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value,~~654~~ we then perform a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. In estimating the fair value of the reporting unit, ~~respectively~~we may use key assumptions such as revenue growth rates, gross margin, and estimated costs for future periods and well as peer group market valuation multiples and discount rates. If the carrying amount exceeds the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of operations. We perform our impairment testing annually and when circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

~~For~~15 ~~the~~Table ~~nine~~of ~~months ended September 30, 2025, and 2024, other income amounted to $1,731,537 and $1,498,563, respectively.~~Contents

~~Income~~The ~~Taxes~~changes in the carrying value of goodwill were as follows:

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

	Total
Balance as of December 31, 2025	$	8,450,955
Foreign currency translation adjustment		15,700
Goodwill recognized during the period		377,379
Balance as of March 31, 2026		8,844,034

~~The Company incurred current income tax expenses of $201,636 and $1,864,122 during the three months ended September 30, 2025, and 2024, respectively.~~ Inventories

~~The Company incurred current income tax expenses of $355,960 and $2,670,788 during the nine months ended September 30, 2025, and 2024, respectively.~~Prizes

17RKingsCompetitions ~~Table~~Ltd., (“RKings”) and Classics For a Cause purchase prizes to be awarded to winners of ~~Contents~~prize competitions and giveaways; these prizes are recorded as inventory. Inventory is stated at the lower of cost or net realizable value, using the specific identification method. Costs include expenditures incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net of discounts) less all costs to complete and costs incurred in marketing and selling of the prize inventory. The inventory of prizes was $4,745,461 and $5,403,905 at March 31, 2026 and December 31, 2025, respectively.

~~The~~Retail ~~Company~~Bar ~~accrued taxes payable of $4,004,504 and $3,774,418, each at September 30, 2025, and December 31, 2024, respectively.~~Goods

The Company’s inventory is ~~subject~~composed toof ~~income~~goods ~~taxes~~for inretail ~~various~~bars. ~~jurisdictions~~Inventory is stated at the lower of cost or net realizable value, using the first-in, ~~which~~first-out it(“FIFO”) ~~operates~~method. ACosts ~~summary~~include expenditures incurred in the normal course of ~~applicable~~business ~~statutory~~in ~~tax~~bringing ~~rates~~inventory byto ~~jurisdiction~~their present location and condition. Full provision is ~~included~~made infor ~~“Note~~obsolete 20and –slow-moving ~~Income~~items. ~~Taxes”~~Net realizable value comprises actual or estimated selling price (net of discounts) less all costs to ~~the~~complete. ~~consolidated~~Inventory ~~financial~~of ~~statements~~goods infor ~~the~~retail ~~Company’s~~bars ~~2024~~was ~~Annual~~$117,620 ~~Report~~and $120,665 at March 31 2026, and December 31, 2025, respectively.

~~There~~As ~~have~~of ~~been~~March no31, ~~material~~2026, ~~changes~~and inDecember ~~statutory~~31, ~~tax~~2025, ~~rates~~total ininventory ~~the~~was ~~jurisdictions~~$4,863,081 inand ~~which the Company operates during the nine months ended September 30~~$5,524,570, ~~2025~~respectively.

~~Earnings~~Property, ~~Per~~Plant ~~Common~~and ~~Share~~Equipment

~~Basic~~Plant ~~net~~and ~~earnings~~machinery, ~~per~~fixtures, ~~share~~fittings, ofand ~~common~~equipment ~~stock~~ are ~~computed~~recorded byat ~~dividing~~cost. ~~net~~Expenditures ~~earnings~~for ~~available~~major toadditions ~~common~~and ~~shareholders~~betterments byare ~~the weighted-average number of common stock shares (Common Shares) outstanding during the period~~capitalized. ~~Diluted~~Maintenance ~~net~~and ~~earnings~~repairs ~~per Common Share~~ are ~~determined~~charged ~~using~~to ~~the~~operations ~~weighted-average~~as ~~number of Common Shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents~~incurred. InDepreciation ~~periods~~is ~~when~~computed ~~losses~~pursuant ~~are~~to ~~reported,~~ the ~~weighted~~straight-~~average~~line ~~number~~method ofover ~~common~~the ~~shares~~useful ~~outstanding~~life ~~excludes~~as ~~common stock equivalents, because their inclusion would be anti-dilutive.~~follows:

The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

	Useful Life in Years
Land	40
Buildings	40
Slots and machines	10
Equipment & Furniture	4 to 10
Computers	3 to 5
Televisions	4
Leasehold improvement	5
Software	3-5
Licenses	up to 10
Other intangible assets	5

~~The~~16 ~~following~~Table ~~is a reconciliation~~ of ~~basic and diluted earnings per common share for the three months and nine months ended September 30, 2025 and 2024:~~Contents

	For the three months ended					For the nine months ended
	September 30,					September 30,
	2025		2024			2025			2024
Basic earnings (loss) per common share
Numerator:
Net income (loss) available to common shareholders	$	566,014	$	(3,405,564	)	$	(3,249,939	)	$	650,095
Denominator:
Weighted average common shares outstanding		139,769,484		121,510,697			136,518,376			108,570,269
Basic earnings (loss) per common share	$	0.00	$	(0.03	)	$	(0.02	)	$	0.01
Diluted earnings (loss) per common share
Numerator:
Net income (loss) available to common shareholders	$	566,014	$	(3,405,564	)	$	(3,249,939	)	$	650,095
Denominator:
Weighted average common shares outstanding		139,769,484		121,510,697			136,518,376			108,570,269
Preferred shares		1,000,000		-			-			667,883
Warrants/Options		-		-			-			146,454
Restricted stock units		1,989,290		-			-			1,199,200
Deferred cash convertible note		-		-			-			136,818
Post-closing share consideration		-		-			-			3,339,416
Convertible promissory note		-		-			-			956,934
Adjusted weighted average common shares outstanding		142,758,774		121,510,697			136,518,376			115,016,974
Diluted earnings (loss) per common share	$	0.00	$	(0.03	)	$	(0.02	)	$	0.01

The depreciable life of leasehold improvements is limited by the expected lease term. Those leases with an indefinite or undefined lease period are assigned a useful life of 5 years. Property, plant and equipment, net of depreciation, were $27,360,672 and $28,963,866 at March 31, 2026 and December 31, 2025, respectively.

18Revenue ~~Table of Contents~~Recognition

~~Dividends~~The Company currently has four distinctive revenue streams:

~~Dividends represent distributions made to the former owners of MeridianBet Group prior to the effective date of the Meridian Purchase Agreement~~ (~~see “Note 22 – MeridianBet Group Purchase Agreement” for details~~i). NoRevenues ~~dividends~~from ~~were~~retail ~~paid during the three months ended September 30, 2025~~ and ~~2024,~~online ~~respectively.~~betting ~~For the nine months ended September 30, 2025~~ and ~~2024, dividends paid amounted to $0 and $769,534, respectively~~casino.

~~The~~Revenues ~~dividend~~from ~~distributions~~retail ~~were~~and ~~paid~~online inbetting ~~cash~~and casino include revenues derived from sports betting (sportsbook, the exchange sports betting product and pari-mutuel betting products), fixed odds games betting, online games and online casino, peer-to-peer games including online bingo and online poker and franchise royalties based on the operating results of the franchisee. Revenues are recognized exclusive of value-added tax.

~~Treasury~~(ii) ~~Stock~~Revenues from pay-to-enter prize competitions and trade promotions.

~~Treasury~~The ~~stock~~Company isgenerates ~~carried~~revenues atfrom ~~cost~~sales of prize competitions tickets directly to customers in the UK, for prizes ranging from automobiles to jewelry, as well as travel and entertainment experiences. Additionally, it offers VIP subscriptions that provide customers in Australia with access to trade promotions and free giveaways, including classic cars.

~~Stock~~(iii) Revenues from royalties charged on the use of third-~~Based~~party ~~Compensation~~gaming content.

~~The~~For ~~Stock-based~~the ~~compensation~~royalty ~~expense~~charged ison ~~recorded~~the asuse ~~a result~~ of ~~stock options, restricted stock units and restricted stock granted in return for services rendered. The share~~third-~~based~~party ~~payment~~gaming ~~arrangements with employees were accounted for under Accounting Standards Update (ASU) 718~~content, ~~“Compensation~~the -Company ~~Stock~~acquires ~~Compensation”. In 2018,~~ the ~~FASB issued ASU 2018~~third-~~07,~~party ~~which~~gaming ~~simplifies~~content ~~the accounting~~ for ~~share-based~~a ~~payments~~fixed ~~granted~~cost ~~to non-employees for goods~~ and ~~services.~~resells ~~Under~~ the ~~ASU,~~content ~~most~~at ofa ~~the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees~~margin.

~~The~~(iv) ~~expenses~~Revenues ~~related~~from ~~to the stock-based compensation are recognized on each reporting date~~bars. ~~The amount is calculated as the difference between total expenses incurred and the total expenses already recognized.~~

~~Stock-based~~The ~~compensation~~Company ~~was~~also ~~$546,415~~generates ~~and~~revenues ~~$1,614,751~~from ~~during~~sales ~~the~~of ~~three~~drinks ~~months~~in ~~ended September 30, 2025 and 2024, respectively, and $3,003,354 and $3,252,803 during~~ the ~~nine months ended September 30, 2025 and 2024, respectively~~bars.

~~Recent~~Pursuant ~~Issued~~to ~~Accounting~~FASB ~~Pronouncements~~Topic 606, Revenue Recognition, our company recognizes revenues by applying the following steps:

InStep ~~November~~1: ~~2023,~~Identify the ~~FASB~~contract issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basiscustomer. ~~The Company adopted ASU 2023-07 during the year ended December 31, 2024. See “Note 19 – Segment Reporting and Geographic Information”, for further detail.~~

~~NOTE~~Step 2: –Identify ~~ACCOUNTS~~the ~~RECEIVABLE,~~separate ~~NET~~performance obligations in the contract.

~~Accounts~~Step ~~receivable~~3: ~~are~~Determine ~~carried~~the attransaction ~~their estimated collectible amounts~~price. ~~Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.~~

~~Trade~~Step ~~receivables~~4: ~~are~~Allocate ~~generated mostly from receivables from (i) resale of online gaming content, (ii)~~ the ~~franchise~~transaction ~~partners~~price ~~for business-~~to~~-business~~ ~~(B2B)~~the ~~services,~~separate ~~(iii)~~performance ~~Agents~~obligations ~~for~~in ~~unpaid retail revenue, and (iv) receivables from~~ the ~~payment providers~~contract.

~~Receivables~~Step ~~related~~5: toRecognize ~~resale~~revenue ofwhen ~~online~~(or ~~gaming content and B2B services amounted to $3,883,097 and $3,747,169~~ as) ofthe ~~September~~entity ~~30,~~satisfies ~~2025,~~a ~~and~~performance ~~December 31, 2024, respectively~~obligation.

19(i) ~~Table~~Revenues offrom ~~Contents~~retail and online betting and casino.

~~Receivables~~Revenues from ~~payment~~sportsbook ~~providers~~betting activities represent the net gain or loss from betting activities in ~~Bosnia~~the ~~amounted~~period toplus ~~$1,786,055~~(where material) the gain or loss on the revaluation of open positions at period end and ~~$1,517,840~~is asstated net of ~~September~~the ~~30,~~cost ~~2025,~~of customer promotions and ~~December~~bonuses ~~31,~~incurred ~~2024,~~in ~~respectively~~the period. These ~~receivables~~positions are ~~settled~~recognized ~~regularly~~initially at fair value and subsequently at fair value through profit or loss, within the revenue line; this represents the Company’s principal activity. Customer promotions (including free bets) and bonuses are deducted from sportsbook betting revenue. At each reporting period-end, no fair value was recognized based on the materiality of the open position.

~~The~~17 ~~Company~~Table ~~has accounts receivable~~ of ~~$7,245,542 and $6,061,281 as of September 30, 2025, and December 31, 2024, respectively (net of allowance for bad debt of $1,011,918 and $994,329, respectively).~~Contents

~~NOTE~~Revenue 3from –the ~~ACCOUNTS~~exchange ~~RECEIVABLE~~sports –betting ~~RELATED~~product ~~PARTY~~represents commission earned on betting activity and is recognized on the date the outcome for an event is settled.

~~Accounts~~Revenues ~~receivable~~ from ~~related~~fixed ~~parties~~odds ~~are~~games ~~carried~~and atthe ~~their~~online ~~estimated~~casinos ~~collectible~~represent ~~amounts.~~net ~~Related~~winnings ~~party~~(“customer ~~accounts~~drop”), ~~receivable~~being ~~are~~amounts ~~periodically~~staked, ~~evaluated~~net ~~for~~of ~~collectability~~customer ~~based~~winnings, onand ~~past~~is ~~credit~~stated ~~history~~net ~~with~~of ~~customers~~customer promotions and ~~their~~bonuses ~~current~~incurred ~~financial~~in ~~condition~~the period. ~~The~~Revenue ~~Company~~from ~~has~~pari-mutuel ~~accounts~~betting ~~receivable~~products ~~from~~represents ~~several~~a ~~related~~percentage ~~parties~~of ~~including~~stake ~~Top~~and ~~Level~~is ~~doo~~recognized ~~Serbia,~~on ~~Network~~settlement ~~System~~of ~~Development~~the ~~GMBH,~~event ~~Articulate~~and ~~Pty~~is ~~Ltd.~~stated ~~(“Articulate”)~~net of customer promotions and ~~Elray~~bonuses ~~Resources~~in ~~Inc.~~the ~~(“Elray”)~~period.

~~The~~Revenue ~~accounts~~from ~~receivable~~peer-to-peer games represents commission income (“rake”) and tournament fees earned from ~~related~~games ~~parties~~completed ~~amounted~~by tothe ~~$425,406~~period end and ~~$666,545,~~is asstated net of ~~September~~the ~~30,~~cost ~~2025~~of customer promotions and ~~December~~bonuses ~~31,~~incurred ~~2024,~~in ~~respectively.~~the period.

~~NOTE~~(ii) 4Revenues –from ~~TAXES~~pay-to-enter ~~RECEIVABLE~~prize competitions and trade promotions.

~~Taxes~~Revenues ~~receivable~~from ~~mainly~~prize ~~include~~competition ~~stamps,~~ticket ~~duties,~~sales ~~local~~occur ~~taxes~~when ~~assets~~control ~~and~~of ~~corporate~~the ~~income~~promised ~~taxes. Taxes~~goods ~~receivable~~or ~~were~~services ~~$671,866~~is ~~and~~transferred ~~$734~~to customers,~~630~~ asin ofan ~~September~~amount ~~30,~~that ~~2025,~~reflects ~~and~~the ~~December~~consideration ~~31,~~the ~~2024,~~Company ~~respectively~~expects to be entitled to in exchange for those goods or services. ~~The~~Payments ~~components~~for prize competitions received in advance of ~~taxes~~services ~~receivable~~being ~~were~~rendered are recorded as ~~follows:~~deferred revenue and recognized as revenue when control of the prize has been transferred to the winner of prize competitions.

Description	As of September 30, 2025		As of December 31, 2024
Corporate income taxes receivable	$	397,373	$	310,424
VAT refund receivables		120,219		286,031
Municipality taxes refund receivable		154,274		138,175
Total taxes receivable	$	671,866	$	734,630

Revenues from VIP subscriptions are recognized over the subscription period on a straight-line basis, as the customer receives continuous access to benefits, including trade promotions and free giveaways. Revenues are recorded when the subscription is activated, and the performance obligations, such as offering exclusive content and promotions, are fulfilled over time.

~~NOTE~~(iii) 5Revenues –from ~~PREPAID~~royalties ~~EXPENSES~~charged on the use of third-party gaming content.

~~The~~Revenues ~~balances~~from the royalty charged on the use of ~~prepaid~~third-party ~~expenses~~gaming ~~are~~content ~~$963,940~~occur ~~and~~when ~~$955,456~~the Company acts as a distributor of ~~September~~third-party ~~30,~~gaming ~~2025,~~content ~~and~~which ~~December~~is ~~31,~~utilized ~~2024,~~by ~~respectively~~the client. The ~~components~~counterparty pays consideration in exchange for the gaming content utilized. The Company only recognizes the revenue at the month end when the usage of ~~prepaid~~the ~~expenses~~gaming ~~are~~content asoccurs, ~~follows:~~and the revenue is based on the actual usage of the gaming content.

Description	As of September 30, 2025		As of December 31, 2024
Prepayments to suppliers	$	13,692	$	39,239
Prepaid payroll expense		5,680		4,557
Prepaid rent		17,675		12,475
Prepaid license		190,845		443,355
Prepaid sponsorship/advertising		335,560		363,835
Prepaid cash rewards		110,354		68,659
Other prepayments		290,134		23,336
Total prepaid assets	$	963,940	$	955,456

(iv) Revenues from bars.

20Revenues ~~Table~~from sales of ~~Contents~~drinks to customers are recognized when the drink or service is provided to the customers.

~~NOTE~~The 6Company –offers ~~OTHER~~various ~~CURRENT~~incentives ~~ASSETS~~to build loyalty, encourage and engage users on the platforms, and the costs of incentives are recorded as a reduction to the amount recognized as revenue for service fees.

AsRevenues ofare ~~September~~recognized ~~30,~~exclusive ~~2025, and December 31, 2024, other current assets were $2,115,493 and $2,584,771, respectively. The components~~ of ~~other~~value-added ~~current~~tax ~~assets were as follows:~~(VAT).

Description	As of September 30, 2025			As of December 31, 2024
Other current receivables	$	1,038,920		$	1,315,276
Accrued income		833,675			1,068,075
Employee receivables		459,062			314,865
Other current investments		354,070			330,302
Allowance for bad debt		(570,234	)		(443,747	)
Total other current assets	$	2,115,493		$	2,584,771

Other Income

Other ~~current~~income ~~receivables~~is ~~include~~related ~~government~~to ~~refunds~~income from marketing services for ~~maternity~~third-party ~~leave~~advertising ~~reimbursements~~in MeridianBet Group betting shops, ~~interest~~sale ~~receivables~~of fixed assets, ~~employee~~VAT ~~advances~~refunds, ~~and~~income ~~receivables~~from compensation for ~~thefts~~damages, income from reduction of liabilities and ~~damages~~other income that is not directly related to the Company’s core activity.

AsFor ~~of September 30, 2025,~~ the ~~total~~three ~~allowance~~months ~~for~~ended ~~bad~~March ~~debt~~31, ~~amounted to $570~~2026,~~234~~ and ~~was~~2025, ~~primarily related to the impairment of~~ other ~~receivables~~income ~~recorded~~amounted atto ~~My Best Odds Belgium in the amount of~~ $~~398~~467,~~553,~~088 asand ~~well as the impairment of Atlas Bank in bankruptcy at MeridianBet Montenegro in the amount of~~ $~~132~~505,~~596~~503, respectively.

~~NOTE~~18 7–Table ~~ACQUISITIONS~~of Contents

~~Golden~~Income ~~Matrix and Aleksandar Milovanović; Zoran Milošević, and Snežana Božović (MeridianBet Group) Meridian Purchase Agreement~~Taxes

~~Please~~In ~~refer~~accordance with US GAAP, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to ~~“Note~~be 22in –effect ~~MeridianBet~~during ~~Group~~the ~~Purchase~~year ~~Agreement”,~~in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which the tax benefit has already been reflected on our Consolidated Statements of Earnings. Deferred tax liabilities generally represent items that have already been taken as a ~~discussion~~deduction on our tax return but have not yet been recognized as an expense in our Consolidated Statements of ~~the~~Earnings. ~~Meridian~~The ~~Purchase~~effect ~~Agreement,~~on ~~pursuant~~deferred totax ~~which~~assets ~~effective~~and ~~April~~liabilities 1,due ~~2024,~~to ~~Golden~~a ~~Matrix~~change ~~(legal~~in ~~acquirer/accounting~~tax ~~acquiree)~~rates ~~acquired~~is ~~MeridianBet~~recognized ~~Group~~in ~~(legal~~income ~~acquiree/accounting~~tax ~~acquirer)~~expense ~~from~~in the ~~Meridian~~period ~~Sellers~~that includes the enactment date.

~~Classics~~Our ~~Holding~~deferred ~~Acquisition~~tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. We evaluate the realizability of deferred income tax assets for each of the jurisdictions in which we operate. If we experience cumulative pretax income in a particular jurisdiction in the three-year period including the current and prior two years, we normally conclude that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments would lead management to conclude otherwise. However, if we experience cumulative pretax losses in a particular jurisdiction in the three-year period including the current and prior two years, we then consider a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in the particular country, and prudent and feasible tax planning strategies. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, we would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, we establish a valuation allowance.

AsWe ~~previously~~recognize ~~disclosed~~tax inbenefits ~~“Note~~from 7uncertain –tax ~~Acquisitions”~~positions toonly ~~the~~if ~~consolidated~~it ~~financial~~is ~~statements~~more ~~included~~likely inthan not that the ~~Company’s~~tax ~~2024~~position ~~Annual~~will ~~Report,~~be sustained on ~~August~~examination ~~16,~~by ~~2024~~the taxing authorities, based on the ~~Company~~technical ~~entered~~merits ~~into~~of athe ~~Share~~position. ~~Exchange~~The ~~Agreement~~tax ~~with~~benefits ~~NJF~~recognized ~~Exercise~~in ~~Physiologists~~the ~~Pty~~consolidated ~~Ltd~~financial ~~and~~statements ~~Think~~from ~~Tank~~such ~~Enterprises~~positions ~~Pty~~are ~~Ltd~~measured (based on the ~~“Classics~~largest ~~Sellers”)~~benefit tothat ~~acquire~~has 80a greater than 50% likelihood of being realized upon ultimate settlement. Judgment is required in evaluating tax positions and determining income tax provisions. We reevaluate the ~~outstanding~~technical ~~equity~~merits of ~~Classics~~our ~~Holdings~~tax positions and may recognize an uncertain tax benefit in certain circumstances, ~~effective~~including ~~August~~when: (1) a tax audit is completed; (2) applicable tax laws change, ~~2024~~including a tax case ruling or legislative guidance; or (3) the applicable statute of limitations expires. ~~Classics~~We ~~for~~recognize apotential ~~Cause~~accrued ~~operates~~interest anand ~~established~~penalties ~~B2C~~associated ~~trade~~with ~~promotions~~unrecognized ~~business~~tax positions in ~~Australia~~income tax expense.

~~The~~For ~~total~~the ~~consideration~~year ~~for~~ended ~~the~~December ~~acquisition~~31, ~~included~~2025, athe ~~combination~~Company ofadopted ~~restricted~~Accounting ~~common~~Standards ~~stock~~Update (ASU) 2023-09, ~~cash~~Improvements ~~payments~~to Income Tax Disclosures, on a ~~holdback~~prospective ~~amount~~basis. In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 establishes new income tax disclosure requirements in addition to modifying and aeliminating ~~potential~~certain ~~earnout~~existing requirements. The ~~transaction~~amendments ~~was~~in ~~accounted~~addition ~~for~~to asmodifying aand ~~business~~eliminating ~~combination~~certain ~~under~~existing ~~FASB~~requirements. ~~ASC~~The ~~805~~amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with ~~the~~early ~~purchase~~adoption ~~price~~permitted. ~~preliminarily~~The ~~allocated~~Company toadopted this new guidance for the ~~identifiable~~year ~~assets~~ended ~~acquired~~December 31, 2025 and ~~liabilities~~it ~~assumed,~~did ~~based~~not have a material effect on ~~estimated~~the ~~fair~~Company's ~~values~~Consolidated Financial Statements.

~~Goodwill~~Earnings ofPer ~~approximately~~Common $6.4 million was recognized, representing the excess of the total consideration (including the fair value of the noncontrolling interest) over the net fair value of the assets acquired. The noncontrolling interest was estimated at $1.42 million. The allocation included identifiable intangible assets such as trade names, customer relationships, and non-compete agreements.Share

AsBasic ofnet ~~September~~earnings ~~30,~~per ~~2025,~~share ~~the preliminary purchase price allocation remains unchanged. The shares~~ of common stock ~~issued~~are ascomputed ~~part~~by ofdividing ~~the~~net ~~acquisition~~earnings ofavailable ~~Classics Holdings were subject~~ to acommon ~~true-up~~shareholders ~~equal~~by to the ~~difference,~~weighted-average ifnumber ~~negative, between the closing sales price~~ of ~~the Company’s~~ common stock onshares ~~the Nasdaq Capital Market on the date that was 180 days following the closing date~~ (orCommon ifShares) ~~such~~outstanding ~~date~~during ~~is not a business day,~~ the ~~last~~period. ~~closing~~Diluted ~~price~~net ofearnings ~~the~~per ~~Company’s~~Common ~~common~~Share ~~stock~~are ~~prior~~determined tousing ~~such day) and~~ the ~~closing~~weighted-average ~~price~~number of ~~the~~Common ~~Company’s~~Shares ~~common~~outstanding ~~stock~~during on the ~~Nasdaq~~period, ~~Capital~~adjusted ~~Market~~for on the ~~closing~~dilutive ~~date~~effect ~~(or if such date is not a business day, the last closing price~~ of ~~the Company’s~~ common stock ~~prior~~equivalents. toIn ~~such~~periods ~~day)~~when ~~(the~~losses ~~“True-Up~~are ~~Amount”). At the Company’s option~~reported, the ~~True~~weighted-Upaverage ~~Amount~~number ~~could~~of becommon ~~paid in cash or~~ shares ofoutstanding excludes common stock ~~of the Company~~equivalents, orbecause ~~any~~their ~~combination~~inclusion ~~thereof.~~would ~~On February 17, 2025, the True-Up Amount was determined to~~ be ~~$518,651 and on April 28, 2025, the Company issued 206,634 shares of common stock to satisfy this obligation~~anti-dilutive.

21The ~~Table~~dilutive effect of ~~Contents~~outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.

~~Classics~~19 ~~for~~Table ~~a Cause’s results~~ of operations have been included in our consolidated financial statements beginning on August 1, 2024. Classics for a Cause contributed revenues of $2,292,529 and net income attributable to GMGI of $132,045 for the three months ended September 30, 2025. Classics for a Cause contributed revenues of $6,627,171 and net income attributable to GMGI of $405,094 for the nine months ended September 30, 2025.Contents

~~Media~~The ~~Games~~following ~~Malta~~is ~~Acquisition~~a reconciliation of basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025:

As previously disclosed in “Note 7 – Acquisitions” to the consolidated financial statements included in the Company’s 2024 Annual Report, on July 11, 2024, the Company entered into a Share Purchase Agreement (“SPA”) to acquire 100% of the issued share capital of Media Games Malta (EU) Limited for a total purchase price of approximately $487,647 (€435,555). The consideration was paid in part at signing and the balance in four equal monthly instalments through November 2024.

	For the three months ended
	March 31,
	2026		2025
Basic earnings per common share
Numerator:
Net income (loss) available to common shareholders	$	2,260,795	$	(231,608	)
Denominator:
Weighted average common shares outstanding		12,640,999		10,977,405

Basic earnings (loss) per common share	$	0.18	$	(0.02	)

Diluted earnings per common share
Numerator:
Net income (loss) available to common shareholders	$	2,260,795	$	(231,608	)
Denominator:
Weighted average common shares outstanding		12,640,999		10,977,405
Preferred shares		83		-
Restricted stock units		107,107		-
Stock payable		8,416		-
Stock payable – related party		28,747		-
Adjusted weighted average common shares outstanding		12,785,352		10,977,405

Diluted earnings (loss) per common share	$	0.18	$	(0.02	)

~~The~~Treasury transaction was accounted for as a business combination in accordance with ASC 805 – Business Combinations. The acquisition resulted in recognition of approximately $537,184 of goodwill and $162,626 in identifiable intangible assets (trademark/name).Stock

~~Media~~Treasury ~~Games~~stock ~~Malta’s~~is ~~results~~carried ~~have~~at ~~been included in the consolidated financial statements effective August 1, 2024~~cost. For the three and nine months ended September 30, 2025, the entity contributed $79,884 and $205,296 in revenues, respectively, and net income (loss) attributable to GMGI of $6,054 and $(98,025), respectively.

~~Acquisition~~Stock-Based ~~of Minority Interest in Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus~~Compensation

The ~~Meridian~~Stock-based ~~Purchase~~compensation ~~Agreement~~expense ~~required~~is ~~the~~recorded ~~purchase~~as a result of stock options, restricted stock units and restricted stock granted in return for services rendered. The share-based payment arrangements with employees were accounted for under ASU 718, “Compensation - Stock Compensation”. In 2018, the ~~minority~~FASB ~~shares~~issued ofASU ~~certain~~2018-07, ~~subsidiaries~~which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the ~~MeridianBet~~guidance ~~Group~~on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees.

~~Based~~The onexpenses ~~this,~~related onto ~~September~~the ~~3, 2024, a sales~~stock-~~purchase~~based ~~agreement~~compensation ~~was~~are ~~signed~~recognized ~~between~~on ~~the~~each ~~buyer~~reporting –date. ~~Meridian~~The ~~Gaming~~amount ~~Ltd.~~is ~~Malta~~calculated ~~and~~as the ~~seller~~difference ofbetween atotal ~~24.5%~~expenses ~~minority~~incurred ~~share~~and in the ~~company~~total ~~Meridian~~expenses ~~Gaming~~already ~~Peru S~~recognized.~~A.C., Mr. Juan Jose Mantese.~~

~~The~~Stock-based ~~purchase~~compensation ~~price~~is ~~was~~ $3248,~~098,797,~~057 ofand ~~which, in accordance with the agreement, a portion was paid by way of the issuance of 814,768 shares of restricted common stock of the Company, each with an individual value of~~ $~~3.00, while the remainder will be paid in cash, totaling $654,493. On January~~ 1, ~~2025~~040,325 ~~814,768~~during ~~shares~~the ofthree ~~restricted~~months ~~common~~ended ~~stock~~March ~~were issued to one individual as consideration to acquire a 24.5% minority interest in Meridian Gaming Peru S.A.C.~~31, as2026 ~~discussed~~and ~~above. As of September 30,~~ 2025, ~~a cash consideration of $479,166 remains outstanding and is recorded as a consideration payable on the balance sheet~~respectively.

~~Additionally,~~Recent onIssued ~~October~~Accounting 3 and November 8, 2024, share purchase agreements were signed between the buyer – Meridian Gaming Ltd. Malta and the sellers of a 15.5% minority share in the company Meridian Worldwide Ltd. Cyprus, which consisted of the following shareholders: Costas Joannides, Marko Pejovic, Jelena Sarenac, Vladimir Lenger and Marija Teodosic.Pronouncements

The ~~purchase price was $4,073,707, of which, in accordance with the agreement, a portion was paid in restricted shares of common stock of the~~ Company, ~~totaling~~did ~~1,071,101~~not ~~shares,~~adopt ~~each~~any ~~with~~new anaccounting ~~individual~~pronouncements ~~value~~during ~~of $3.00, while~~ the ~~remainder~~three ~~will~~months beended ~~paid~~March ~~in cash~~31, ~~totaling~~2026 ~~$860,404.~~that Onhad ~~January 1, 2025, 1,071,101 shares of restricted common stock were issued to five individuals as consideration to acquire~~ a ~~15.5%~~material ~~minority~~impact ~~interest~~on inits ~~Meridian~~consolidated ~~Worldwide~~financial ~~CY Limited~~statements. ~~As of September 30, 2025, a cash consideration of $646,781 remains outstanding and is recorded as a consideration payable on the balance sheet.~~

2220 Table of Contents

~~Pro~~NOTE ~~Forma~~2 ~~Financial~~– ~~Information~~ACCOUNTS RECEIVABLE, NET

~~The~~Accounts ~~following~~receivables ~~unaudited~~are ~~pro~~carried ~~forma~~at ~~consolidated~~their ~~results~~estimated ofcollectible ~~operations~~amounts. ~~for~~Trade ~~the~~accounts ~~three~~receivables ~~months~~are ~~ended~~periodically ~~September~~evaluated ~~30,~~for ~~2024~~collectability ~~assume~~based ~~the~~on ~~acquisitions~~past ofcredit ~~Golden~~history ~~Matrix,~~with ~~Classics~~customers ~~Holdings, Media Games Malta~~ and ~~the~~their ~~Meridian~~current ~~Gaming~~financial Scondition.~~A.C. Peru and Meridian Worldwide Ltd. Cyprus were completed on January 1, 2024:~~

	Three Months Ended September 30,
	2024
Pro-forma total revenues	$	41,864,112
Pro-forma net income (loss) attributable to GMGI	$	(1,854,237	)

Trade receivables are generated mostly from receivables from (i) resale of online gaming content (ii) the franchise partners for business-to-business (B2B) services, (iii) Agents for unpaid retail revenue, and (iv) receivables from the payment providers.

~~The~~Receivables ~~following~~related ~~unaudited~~to ~~pro~~resale ~~forma~~of ~~consolidated~~online ~~results~~gaming ofcontent ~~operations~~and ~~for~~B2B ~~the~~services ~~nine~~amount ~~months~~to ~~ended~~$2,227,082 ~~September~~and 30$3,384,385 ~~2024~~as ~~assume the acquisitions~~ of ~~Golden~~March ~~Matrix~~31, ~~Classics Holdings~~2026, ~~Media Games Malta~~ and ~~the~~December ~~Meridian~~31, ~~Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus were completed on January 1~~2025, ~~2024:~~respectively.

	Nine Months Ended September 30,
	2024
Pro-forma total revenues	$	124,248,623
Pro-forma net income (loss) attributable to GMGI	$	623,759

Receivables from payment providers in Bosnia amount to $2,271,500 and $1,999,794 as of March 31, 2026, and December 31, 2025, respectively. These receivables are settled regularly.

The ~~unaudited~~Company ~~pro-forma~~has ~~consolidated~~accounts ~~results~~receivable ~~above are based on the historical financial statements~~ of ~~MeridianBet Group~~$5, ~~Golden Matrix~~498,687 ~~Classics~~and ~~Holdings~~$7, ~~Media Games Malta~~954,116 ~~and~~as ~~Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus, are not necessarily indicative~~ of ~~the~~March ~~results of operations that would have been achieved if the acquisitions were completed at January 1~~31, ~~2024~~2026, and ~~are~~December ~~not~~31, ~~indicative~~2025, ofrespectively ~~the~~(net ~~future operating results~~ of ~~the~~allowance ~~combined~~for ~~company.~~bad ~~The~~debt ~~pro-forma consolidated results~~ of ~~operations also include the effects of purchase accounting adjustments~~$205,828 ~~including~~and ~~amortization charges related to the finite-lived intangible assets acquired~~$209, ~~assuming that the business combination occurred on January 1~~523, ~~2024~~respectively).

NOTE 83 – ~~INTANGIBLE~~ACCOUNTS ~~ASSETS~~RECEIVABLE – ~~SOFTWARE,~~RELATED ~~LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS~~ PARTY

~~Software~~Accounts ~~represents~~receivable ~~software~~from ~~licenses~~related asparty ~~well~~are ascarried ~~the~~at ~~costs~~their ofestimated ~~internally~~collectible ~~developed~~amounts. ~~gaming~~Related ~~software~~party ~~(e.g.,~~accounts areceivable ~~new~~are ~~sports~~periodically ~~betting~~evaluated ~~platform~~for ~~which~~collectability isbased ~~classified~~on aspast ~~intangible~~credit ~~construction~~history inwith ~~process)~~customers and their current financial condition. ~~Capitalized~~The ~~software~~Company ~~costs~~has ~~are~~accounts ~~amortized~~receivable ~~based~~from onseveral ~~the~~related ~~straight-line~~parties ~~method~~including ~~over~~Top ~~the~~Level ~~remaining~~doo ~~estimated~~Serbia, ~~economic~~Network ~~life~~System ofDevelopment ~~the~~GMBH, ~~product~~Articulate Pty Ltd. (“Articulate”) and Elray Resources Inc. (“Elray”).

~~During~~The ~~the~~accounts ~~nine~~receivable ~~months~~from ~~ended~~related ~~September~~parties ~~30,~~amount ~~2025~~to $476,710 and ~~2024~~$465, ~~respectively~~691, ~~software~~as ~~development costs~~ of $6March 31,~~454,037~~ 2026 and $6December 31,~~303~~ 2025,~~398,~~ ~~were incurred and capitalized~~respectively.

~~Intangible~~NOTE ~~construction~~4 in– ~~process~~TAXES ~~mainly~~RECEIVABLE represents the development of new software in Montenegro and Malta for a sports betting platform. During the nine months ended September 30, 2025, and 2024, respectively, costs of $7,447,361 and $6,158,259 were incurred and capitalized, while a total of $5,450,251 was placed in service in 2025.

WeTaxes ~~anticipated~~receivable ~~that~~mainly ~~the~~include ~~majority~~stamps, ofduties, ~~intangible~~local ~~construction~~taxes inassets ~~progress~~and ~~will~~corporate beincome ~~placed~~taxes. inTaxes ~~service~~receivable inare ~~stages~~$468,208 ~~beginning~~and ~~during~~$595,434 ~~the~~as ~~end~~ of ~~2025~~March 31, 2026, and ~~continuing~~December ~~in 2026~~31, ~~depending~~2025, onrespectively. ~~the~~The ~~progress~~components of ~~the~~taxes ~~software~~receivable ~~development.~~are as follows:

Licenses relate to operational gaming licenses issued in Bosnia, Cyprus and Brazil. During the nine months ended September 30, 2025, and 2024, respectively, costs of $915,994 and $145,139, were incurred and capitalized. The licenses are amortized over the life of the licenses.

Description	As of March 31, 2026		As of December 31, 2025
Corporate income taxes receivable	$	134,460	$	282,704
VAT refund receivables		235,410		213,324
Municipality taxes refund receivable		98,338		99,406
Total taxes receivable	$	468,208	$	595,434

~~Other~~NOTE ~~intangible~~5 ~~assets~~– ~~relate~~PREPAID to retail agent partner relationships and online customer relationships identified during the acquisition of Bit Tech Tanzania in the amount of $1,593,898, as well as the purchase of the domain magicbet777.com by Meridianbet Brazil LTDA in the amount of $2,371,823. Other intangible assets are amortized over 5 years.EXPENSES

23The ~~Table~~balances of ~~Contents~~prepaid expenses are $665,289 and $652,224 as of March 31, 2026, and December 31, 2025, respectively. The components of prepaid expenses are as follows:

Intangible assets related to software and website are amortized on a straight-line basis over their expected useful lives, estimated to be 5 years.

Description	As of March 31, 2026		As of December 31, 2025
Prepayments to suppliers	$	32,580	$	29,240
Prepaid payroll expense		-		4,893
Prepaid rent		22,494		13,098
Prepaid license		212,664		154,878
Prepaid sponsorship/advertising		174,440		158,596
Prepaid cash rewards		159,199		186,162
Other prepayments		63,912		105,357
Total prepaid assets	$	665,289	$	652,224

~~Amortization~~21 ~~expenses~~Table ~~related~~of to intangible assets were $2,575,834 and $1,962,157 for the three months ended September 30, 2025, and 2024, respectively and $7,193,854 and $4,317,523 for the nine months ended September 30, 2025, and 2024, respectively.Contents

~~The~~NOTE ~~following~~6 ~~table~~– ~~details~~OTHER ~~the~~CURRENT ~~carrying values of the Company’s intangible assets:~~ASSETS

Definite-lived intangible assets	As of September 30, 2025			As of December 31, 2024
Intangible construction in process	$	12,585,832		$	11,354,044
Licenses		6,605,987			5,689,993
Software		20,500,889			14,780,382
Trademarks and tradenames		12,207,826			12,183,561
Developed technology		3,100,000			3,100,000
Customer relationships		17,955,724			17,950,000
Non-compete agreement		292,914			290,000
Other intangible assets		3,965,721			3,451,010
Gross intangible assets		77,214,893			68,798,990
Less: accumulated impairment and amortization
Licenses amortization		(1,526,805	)		(519,702	)
Software amortization		(8,022,813	)		(6,718,227	)
Trademarks and tradenames amortization		(1,766,789	)		(838,532	)
Developed technology		(930,006	)		(465,003	)
Customer relationships		(5,349,645	)		(2,656,083	)
Non-compete agreement		(170,104	)		(61,186	)
Other intangible assets amortization		(1,895,274	)		(1,146,800	)
Total accumulated impairment and amortization		(19,661,436	)		(12,405,533	)
Net definite-lived intangible assets	$	57,553,457		$	56,393,457

As of March 31, 2026, and December 31, 2025, other current assets are $2,276,108 and $2,167,818, respectively. The components of other current assets are as follows:

The table below shows expected amortization expenses for the next five years of intangible assets recorded as of September 30, 2025:

Description	As of March 31, 2026			As of December 31, 2025
Other current receivables	$	1,313,180		$	1,295,093
Accrued income		513,877			769,611
Employee receivables		698,568			341,580
Other current investments		346,441			354,422
Allowance for bad debt		(595,958	)		(592,888	)
Total other current assets	$	2,276,108		$	2,167,818

Year Ending December 31,	Estimated Amortization
2025	$	3,796,535
2026		13,486,162
2027		11,811,810
2028		11,291,102
2029		7,619,916
Thereafter		9,547,932
Total future amortization	$	57,553,457

Other current receivables include government refunds for maternity leave reimbursements, interest receivables, employee advances, and receivables for thefts and damages.

~~The~~As ~~following~~of ~~table~~March ~~identifies~~31, 2026, the ~~intangible~~total ~~assets~~allowance ~~resulting~~for ~~from~~bad debt amounts to $595,958 and is primarily related to the ~~Meridian~~impairment ~~Purchase~~of other receivables recorded at My Best Odds Belgium in the amount of $420,699, as ~~described~~well inas ~~greater~~the ~~detail~~impairment inof ~~“Note~~Atlas 22Bank –in bankruptcy at MeridianBet ~~Group~~Montenegro ~~Purchase~~in ~~Agreement”:~~the amount of $119,412.

Description	Useful life	Amount
Trade names and trademarks	10 Years	$	9,700,000
Developed technology	5 Years		3,100,000
Customer relationships	5 Years		17,400,000
Non-compete agreement	3 Years		10,000
Total		$	30,210,000

NOTE 7 – ACQUISITIONS

~~The~~Golden ~~fair~~Matrix ~~value~~and ~~estimate~~Aleksandar ~~for~~Milovanović; ~~all~~Zoran ~~identifiable intangible assets is based on assumptions that market participants would use in pricing an asset~~Milošević, ~~based~~and onSnežana ~~the~~Božović ~~most advantageous market for the asset~~ (~~i.e.,~~MeridianBet ~~its~~Group) ~~highest~~MeridianBet ~~and~~Purchase ~~best use).~~ Agreement

24Please ~~Table~~refer to “Note 22 – MeridianBet Group Purchase Agreement”, for a discussion of ~~Contents~~the MeridianBet Purchase Agreement, pursuant to which effective April 1, 2024, Golden Matrix (legal acquirer/accounting acquiree) acquired MeridianBet Group (legal acquiree/accounting acquirer) from the Meridian Sellers.

~~NOTE~~Classics 9Holding ~~– PROPERTY, PLANT AND EQUIPMENT~~Acquisition

~~Property,~~On ~~plant~~August ~~and equipment~~16, ~~net~~2024, ~~consists~~the ofCompany ~~the~~entered ~~following~~into ~~for~~a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings from NJF Exercise Physiologists Pty Ltd and Think Tank Enterprises Pty Ltd (collectively the ~~periods~~“Classics ~~indicated:~~Sellers”).

Description	As of September 30, 2025		As of December 31, 2024
Land	$	29,377	$	26,084
Buildings, net		10,135,246		9,190,949
Slots and machines, net		11,948,773		11,065,973
Equipment, net		3,322,153		3,348,069
Computers, net		1,477,711		1,719,679
Televisions, net		259,832		302,348
Investment in third party property, plant and equipment		1,699,084		1,778,105
Total property, plant and equipment, net	$	28,872,176	$	27,431,207

Classics Holdings, through its wholly-owned subsidiary, Classics For a Cause Pty Ltd, is an independent online trade promotions company in Australia, which operates a well-established business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics For a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, exotic motor vehicles, and caravans.

~~Investment~~22 inTable ~~third~~of ~~party property represents leasehold improvements that are in rented premises for retail betting.~~ Contents

~~Advances~~Pursuant ~~for~~to ~~property~~the Share Exchange Agreement, ~~plant~~the ~~and~~Classics ~~equipment~~Sellers ~~represent~~agreed to sell the ~~purchase~~Company 80% of the ~~premises~~outstanding incapital ~~Montenegro~~stock of Classics Holdings (the “Classics Stock”). ~~These~~In ~~premises~~consideration ~~are~~for ~~still~~the inClassics Stock, we agreed to pay the ~~process~~Classics Sellers, pro rata with their ownership of ~~construction.~~Classics Holdings:

Depreciation expenses were $1,413,163 and $1,145,210, for the three months ended September 30, 2025, and 2024, respectively, and $4,193,434 and $3,173,473, for the nine months ended September 30, 2025, and 2024, respectively.

	(1)	67,532 restricted shares of the Company’s common stock, valued at $25.02 per share (the “Classics Closing Shares” and the “Initial Share Value”);
	(2)	a cash payment of AUD $6,780,000 (USD $4,430,052 as of August 1, 2024);
	(3)	a cash payment of AUD $33,808 representing 80% of the agreed value of the net assets of Classics Holdings on the effective date of August 1, 2024 (USD $22,091 as of August 1, 2024);
	(4)	up to an additional AUD $500,000 (USD $326,700 as of August 1, 2024) (the “Holdback Cash”); and
	(5)	the right to certain earnout payments as discussed below.

~~NOTE~~The 10Classics –Sellers ~~DEPOSITS~~had ~~AND~~the ~~NON-CURRENT~~right ~~PREPAID~~to ~~ASSETS~~each earn additional cash and stock consideration based on Classics Holdings’ total net profit from the Closing Date until June 30, 2025, of which half was deemed earned. As of December 31, 2025, the Company has paid AU$500,000 (US$326,745) to the Classics Sellers in connection with such earnout payments. During the three months ended March 31, 2026, the Company paid the remaining AU$410,000 (US$285,041) to the Classics Sellers.

AsOn ofAugust ~~September 30~~21, ~~2025 and December 31,~~ 2024, ~~deposits~~the ~~and~~Company ~~prepaid~~closed ~~assets~~the ~~are~~Share $6Exchange Agreement,~~197,848~~ ~~and~~which ~~$5,706,319,~~had ~~respectively.~~an ~~The~~effective ~~components~~date of ~~deposits~~August ~~and~~1, ~~prepaid assets are as follows:~~ 2024.

Description	As of September 30, 2025		As of December 31, 2024
Deposits for rent & office leases	$	361,829	$	183,596
Deposits for retail betting		2,815,506		2,522,993
Deposits for retail casino		-		2,880
Deposits for internet betting		861,799		1,082,621
Other prepayments		12,952		10,785
Other deposits		2,145,762		1,903,444
Total deposits and prepaid assets	$	6,197,848	$	5,706,319

The Share Exchange Agreement also required that the Classics Sellers and the Company enter into a Shareholders Agreement (the “Shareholders Agreement”), which was entered into and became effective on August 16, 2024.

25In ~~Table~~accordance with FASB ASC Section 805, “Business Combinations”, the Company has accounted for the Share Exchange Agreement transaction as a business combination using the acquisition method. Due to the continuity of ~~Contents~~operations that will remain after the acquisition, the acquisition was considered the acquisition of a “business”.

~~Betting~~Goodwill is measured as a residual and ~~casino~~calculated ~~deposits~~as ~~are~~the ~~long-term~~excess ~~deposits~~of ~~held~~the ~~with~~sum of (1) the ~~following~~purchase ~~banks:~~price ~~NLB~~to ~~Komercijalna~~acquire ~~bank,~~80% ~~EFG-Direktna~~of ~~bank,~~Classics ~~Halk~~Holdings’ ~~bank~~shares, ~~Bank~~which ~~Postanska~~was ~~Stedionica~~$6,468,506, and ~~Fibank,~~(2) asthe ~~security~~fair ~~for~~value of the ~~permission~~20% ~~granted~~noncontrolling interest in Classics Holdings, which was estimated to ~~operate~~be in$1,422,000 aover ~~particular~~the ~~region~~net of the acquisition-date values of the identifiable assets acquired and the liabilities assumed.

~~Other~~The ~~deposits~~Company ~~are~~accounts ~~long-term~~for ~~deposits~~business combinations in accordance with ~~EFG~~FASB ~~Direktna~~ASC ~~bank~~805, ~~and~~“Business ~~Nova~~Combinations”. ~~bank~~The preliminary fair value of purchase consideration for ~~open~~the ~~credit~~acquisition ~~lines~~has been allocated to the assets acquired and ~~e-commerce~~liabilities ~~services.~~assumed based on a preliminary valuation of their respective fair values and may change when the final valuation of the assets acquired and liabilities assumed is determined.

The ~~deposits~~assets ~~with~~and ~~NLB~~liabilities ~~Komercijalna~~of ~~bank~~Classics ~~accrue~~Holdings ~~interest~~have been recorded at ~~the~~their ~~rates~~fair ofvalue ~~1.0%~~at the acquisition date and ~~1.9%~~are ~~per~~included ~~annum~~in the Company’s consolidated financial statements.

~~NOTE~~23 11Table –of ~~INVESTMENTS~~Contents

The ~~Company~~calculation ~~has~~of ~~investments in unconsolidated entities. The investments are accounted for under~~ the ~~equity~~purchase ~~method~~price ~~whereby the initial investment is recognized at cost~~ and the ~~entities’~~assets ~~profits or losses are recorded in proportion to the Company’s percentage of ownership. As of September 30~~acquired, ~~2025,~~ and ~~December~~liabilities ~~31,~~assumed ~~2024,~~in the ~~Company~~Share ~~had~~Exchange ~~investments~~Agreement ofare ~~$244,861~~as ~~and $218,147, respectively, representing investments in capital of Lottery RS (657 shares), Telekom Srpske (169,921 shares), and BH Telekom (15,228 shares).~~follows:

NOTE 12 – OPERATING LEASE RIGHT OF USE ASSETS AND LIABILITIES

Calculation of Purchase Price and Preliminary Estimated Purchase Price Allocation

Purchase price buildup	Amount
Fair value of 67,532 restricted shares at $25.02 per share	$	1,689,663
Closing cash consideration of AUD $6,780,000 based on the Exchange Rate on August 1, 2024	$	4,430,053
A cash payment of AUD $33,808 representing 80% of the agreed value of the net assets of Classics on the effective date of August 1, 2024	$	22,090
Fair value of Holdback Cash consideration of AUD $500,000	$	326,700
Fair value of 8,416 Earnout shares at $12.12 per share (Share price on October 28, 2025)	$	102,006
Earnout Cash of AUD $910,000 based on Exchange rate on October 28, 2025	$	597,324
Purchase price	$	7,167,836
Fair value of non-controlling interest		1,422,000
Equity value	$	8,589,836
Add: Current liabilities		1,693,838
Add: Deferred tax liabilities		948,020
Total equity and liabilities	$	11,231,694

Allocation to assets
Cash and cash equivalents	$	325,971
Prepaid expenses		80,586
Inventory, prizes		510,299
Accounts receivable		5,533
Property, Plant & Equipment, net		98,498
Total tangible assets	$	1,020,887

Intangible assets
In-house Software	$	10,068
Trade Names and Trademarks		2,320,000
Non‐Compete Agreements		280,000
Customer Relationships		550,000
Total intangible assets	$	3,160,068

Goodwill		7,050,739
Total assets allocated	$	11,231,694

~~Under~~Acquisition ~~ASU No. 2016-02, Leases (Topic 842), lessees are required to recognize all leases (with the exception~~ of ~~short-term~~Minority ~~leases)~~Interest onin ~~the~~Meridian ~~balance~~Gaming ~~sheet~~S.A.C. asPeru ~~a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis~~ and aMeridian ~~right-of-use~~Worldwide ~~asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term~~Ltd. ~~The standard was adopted using a modified retrospective approach~~Cyprus.

The ~~Company~~MeridianBet ~~(through~~Purchase ~~its~~Agreement ~~subsidiaries~~required ~~and affiliates) has entered into operating leases,~~ the ~~Company~~purchase also has several financing lease agreements. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the ~~lease~~minority ~~payments.~~shares ~~Right-~~of~~-use~~ ~~assets~~certain ~~and~~subsidiaries ~~lease liabilities are recognized at commencement date based on the present value~~ of ~~lease payments over~~ the ~~lease~~MeridianBet ~~term~~Group. ~~Lease term is typically assessed at 5 years.~~

~~The~~Based ~~lease~~on ~~cost~~this, ~~for~~on September 3, 2024, sales-purchase agreements were signed between the ~~three~~buyer ~~months~~– ~~ended~~Meridian ~~September~~Gaming ~~30,~~Ltd. ~~2025,~~Malta and ~~2024,~~the ~~was~~seller ~~$1,203,858~~of ~~and~~a $124.5% minority share in the company Meridian Gaming Peru S.A.C.,~~053,187,~~ ~~respectively~~Mr. Juan Jose Mantese.

The ~~lease~~total ~~cost~~purchase ~~for~~price ~~the~~was ~~nine~~$3,098,797. ~~months~~In ~~ended~~accordance ~~September~~with ~~30,~~the ~~2025,~~terms ~~and~~of ~~2024~~the agreement, a portion of the consideration was $3satisfied through the issuance of 67,~~043~~897 shares of the Company’s restricted common stock,~~470~~ valued at $36.00 per share. The remaining consideration is payable in cash and totals $2654,~~742~~493. As of March 31,~~695~~ 2026, ~~respectively~~$394,166 of cash consideration remained unpaid.

AsAdditionally, ofon ~~September~~October ~~30,~~3 ~~2025,~~ and ~~December~~November 318, 2024, ~~the~~a ~~right-of-use~~share ~~assets~~purchase ~~were~~agreement ~~$6,446,795~~was ~~and~~signed ~~$7,643,504,~~between ~~respectively,~~the buyer – Meridian Gaming Ltd. Malta and ~~there~~the ~~was~~sellers ~~also~~of a ~~current~~15.5% ~~lease~~minority ~~liability~~share ofin ~~$2,584,873~~the ~~and~~company ~~$2,378,896,~~Meridian ~~respectively~~Worldwide Ltd. Cyprus, ~~and~~which aconsisted ~~non-current~~of ~~lease~~the ~~liability~~following ofshareholders: $3Costas Joannides,~~743~~ Marko Pejovic,~~524~~ ~~and~~Jelena $5Sarenac,~~193,847,~~ ~~respectively~~Vladimir Lenger and Marija Teodosic.

~~Maturities~~The total purchase price was $4,073,707. In accordance with the terms of ~~lease~~the ~~liabilities~~agreement, asa portion of ~~September~~the 30consideration was satisfied through the issuance of 89,258 ~~2025~~shares of the Company’s restricted common stock, ~~were~~valued asat ~~follows:~~$36.00 per share. The remaining consideration is payable in cash and totals $860,404. As of March 31, 2026, $487,781 of the cash consideration remained unpaid.

	Operating Lease
2025	$	730,486
2026		2,748,410
2027		2,178,117
2028		831,056
2029		212,319
Thereafter		66,217
Total lease payments		6,766,605
Less imputed interest		438,208
Present value of lease liability	$	6,328,397

Table of Contents

26Acquisition ~~Table~~ of ~~Contents~~Fair Bet Limited

~~NOTE~~On 13January –14, ~~ACCOUNTS~~2026, ~~PAYABLE~~Meridian –Gaming ~~RELATED~~Holdings ~~PARTIES~~Limited, through its wholly-owned subsidiary Meridian Gaming Ltd. Malta (the “Meridian Gaming Malta”), entered into and closed a Share Purchase Agreement (the “SPA”) to acquire 100% of the issued share capital of Fair Bet Limited, a company registered in Malta (“Fair Bet”). The sellers were Antoine Pace and Gilbert Pace (collectively, the “Fair Bet Sellers”), who held 19% and 81% of the issued share capital of Fair Bet, respectively (collectively, the “Transferred Shares”).

~~The~~Fair ~~accounts~~Bet ~~payable~~operates toa ~~related~~retail ~~parties~~betting ~~includes~~business ~~management~~in ~~salaries~~Malta, ~~superannuation~~comprising ~~liabilities~~nine ~~and~~(9) ~~accrued~~retail ~~bonuses~~betting ~~totaling $337~~shops,~~582~~ and ~~$19,655,~~holds asa ofgaming ~~September~~license ~~30,~~issued ~~2025~~by the Malta Gaming Authority (license number MGA/B2C/195/2011), which remains valid through November 2028. The Company expressly did not acquire and ~~December~~does ~~31,~~not ~~2024~~intend to continue the white-label online casino operation previously operated by Fair Bet, ~~respectively~~which was retained by the Fair Bet Sellers under a separate arrangement.

~~NOTE~~Pursuant to the SPA, the parties agreed that, notwithstanding the legal closing date of January 14, –2026, ~~TAXES~~the ~~PAYABLE~~Meridian Gaming Malta shall be deemed to have assumed full operational control and economic benefit of the Target from August 1, 2025 (the “Operational Takeover Date”). Accordingly, all revenues and expenses of the Target accruing from the Operational Takeover Date are for the account of Meridian Gaming Malta.

~~The~~Purchase ~~taxes~~Price ~~payable include tax amounts due for stamps, duties, corporate income tax~~ and ~~deferred~~Payment ~~tax liabilities as noted below:~~Terms

AsThe oftotal ~~September~~purchase ~~30,~~price ~~2025~~for all 2,000 ~~and~~issued ~~December~~ordinary ~~31,~~shares ~~2024,~~of ~~taxes~~the ~~payable~~Target ~~are~~was $4EUR 392,~~004,504~~250 ~~and~~(USD $3459,~~774,418,~~756 ~~respectively.~~based ~~The~~on ~~components~~the EUR/USD exchange rate of ~~taxes~~1.1721 as of January 14, 2026), payable ~~are~~to the Sellers in equal 50% proportions, as follows:

		As of September 31, 2025		As of December 31, 2024
	·	An upfront payment of EUR 180,000 payable within three (3) working days from the date of signing; and
Stamps, duties and other taxes		$	2,858,157	$	2,369,595
	·	Three (3) equal monthly installments of EUR 70,750.00 each, totaling EUR 212,250, commencing one month after signing.
Corporate income tax payable			1,146,347		1,404,823
Total taxes payable		$	4,004,504	$	3,774,418

~~NOTE~~The final installment was paid on April 15, –2026, ~~LONG-TERM~~and ~~LIABILITIES~~the change of ownership has been registered with the Malta Business Registry (MBR), making Meridian Gaming Holdings Limited Malta the owner of the entity.

~~Unicredit~~In ~~Bank~~addition, ~~Facility~~pursuant to the SPA, within eight (8) months from the closing date, Fair Bet is required to repay to the Sellers, on a pro-rata basis, shareholder loans totaling approximately EUR 207,757.

OnAll ~~May~~liabilities, 1obligations, ~~2024~~costs, ~~effective~~and ~~May~~expenses ~~16,~~of ~~2024,~~Fair ~~Meridian~~Bet ~~Serbia~~economically ~~entered~~attributable ~~into~~to athe ~~Facility~~period ~~Agreement~~up ~~dated~~to asand ofincluding ~~April~~July 3031, ~~2024~~2025 (remain the ~~“Facility~~sole ~~Agreement”)~~responsibility ~~with~~of ~~Unicredit~~the ~~Bank~~Fair ~~Serbia~~Bet ~~JSC Belgrade (“Unicredit Bank”)~~Sellers. ~~UniCredit~~ ~~Bank~~Any ~~agreed~~liabilities toincurred ~~loan~~from ~~Meridian~~August ~~Serbia up to 2~~1,~~350,000,000~~ ~~Serbian~~2025 ~~dinars~~onwards ~~(approximately~~are ~~$22,400,000),~~for ~~pursuant to~~ the ~~terms~~account of ~~the~~Meridian ~~Facility~~Gaming ~~Agreement (the “Loan”)~~Malta.

~~A total of $11 million of the proceeds from the Loan was paid to the Meridian Sellers pursuant to the terms of the Meridian~~ Purchase ~~Agreement.~~Price Allocation

~~The~~In ~~Loan~~accordance iswith ~~secured~~FASB byASC aSection ~~mortgage~~805, onBusiness ~~substantially~~Combinations, ~~all~~the ofCompany ~~Meridian~~has ~~Serbian’s~~accounted ~~real~~for ~~estate;~~the aacquisition ~~pledge by Golden Matrix Serbia~~ of ~~all~~Fair ~~the~~Bet ~~outstanding~~Limited ~~capital~~as ~~stock of Meridian Serbia;~~ a ~~pledge~~business bycombination using the ~~Company~~acquisition ofmethod. ~~all~~The offollowing ~~its~~table ~~ownership~~presents inthe ~~Golden~~preliminary ~~Matrix~~purchase ~~Serbia;~~price ~~and~~allocation anas ~~assignment~~ of ~~Meridian~~the ~~Serbia’s~~Closing ~~insurance policies.~~Date:

OnCalculation ~~May 16, 2024, the Company entered into a Guaranty Agreement in favor~~ of ~~Unicredit~~Purchase ~~Bank~~Price toand ~~guarantee~~Preliminary inEstimated ~~full~~Purchase ~~the~~Price ~~repayment of the Loan.~~Allocation

The Loan bears interest at the one-month BELIBOR rate, plus 3.15% per annum (currently approximately 8.75%), payable monthly in arrears.

	EUR			USD
Purchase Price
Cash consideration for 100% of issued share capital	€	392,250		$	459,756
Total Purchase Price	€	392,250		$	459,756

Allocation to Tangible Assets (Net)
Property, plant & equipment, net	€	171,376		$	200,870
Net working capital	€	(136,839	)	$	(160,388	)
Long-term liability	€	(264,783	)	$	(310,352	)
Total net tangible assets	€	(230,246	)	$	(269,870	)

Allocation to Intangible Assets
Gaming license	€	75,000		$	87,908
Customer relationships	€	134,235		$	157,337
Trade names and trademarks	€	91,292		$	107,003
Total identified intangible assets	€	300,527		$	352,248

Goodwill	€	321,969		$	377,379

Total assets allocated	€	392,250		$	459,756

~~The~~25 ~~Loan~~Table isof ~~repayable in installments, beginning six months after May 16, 2024, and payable in full by the maturity date, May 17, 2027. The first installment was paid on November 16, 2024.~~Contents

~~The~~Goodwill ~~Company~~is ~~recorded~~measured aas ~~debt~~the ~~discount~~excess of ~~$908,037~~the ~~related~~purchase toprice over the ~~Unicredit~~net ~~Bank~~of ~~facility~~the inacquisition-date ~~connection~~fair ~~with~~values ~~advisory~~of ~~services~~the ~~provided~~identifiable byassets ~~Citigroup~~acquired ~~Global~~and ~~Markets~~liabilities ~~Limited~~assumed. ~~The~~Goodwill ~~debt~~represents ~~discount~~the ~~was~~assembled ~~amortized~~workforce, tothe ~~interest~~value ~~expense.~~of Asthe established network of ~~September~~retail ~~30,~~betting ~~2025~~shops across Malta, ~~the~~and ~~unamortized~~expected ~~debt~~synergies ~~discount~~with ~~was~~the ~~$479,242.~~Company's existing gaming operations.

~~For~~Identified ~~the~~Intangible nine months ended September 30, 2025, the Company paid $7,813,996 to Unicredit Bank against the loan, including the principal amount of $6,711,112 and interest accrued of $1,102,887. As of September 30, 2025, and December 31, 2024, the principal balance of the loan was $15,692,497 and $20,203,619, respectively. Assets

27Gaming ~~Table~~License — The Malta Gaming Authority license (MGA/B2C/195/2011), valid through November 2028, was valued at EUR75,000 and will be amortized over its remaining useful life of ~~Contents~~approximately three years on a straight-line basis.

~~The~~Customer ~~contract~~Relationships ~~defines~~— aCustomer ~~Financial~~relationships ~~Covenant~~were ~~stipulating~~valued ~~that~~at EUR 134,235 using the ~~financial~~Multi-Period ~~ratio~~Excess ~~(Net~~Earnings ~~Debt/Ebitda~~Method (MPEEM). ~~must~~Key beassumptions ~~less~~included: ~~than~~annual orrevenue ~~equal~~of toEUR 3x848,666, ~~with~~a ~~compliance~~70% ~~monitored~~attribution byof revenue to recurring customers reflecting the ~~bank.~~nature Asof retail betting activity, a normalized margin of ~~September~~12%, 30a customer life of five years, ~~2025~~a discount rate of 25%, ~~the~~and ~~requirement~~a ~~under~~contributory ~~the~~asset ~~Financial~~charge ~~Covenant~~of ~~has~~30%. ~~been~~Customer ~~met~~relationships will be amortized over five years on a straight-line basis.

OnTrade ~~April~~Names 9,and ~~2025,~~Trademarks ~~Meridian~~— ~~Serbia~~The ~~entered~~"Fairbet" ~~into~~trade aname ~~short-term~~was ~~credit~~valued ~~line~~at ~~agreement~~EUR 91,292 inusing the ~~amount~~Relief-from-Royalty ofMethod. ~~RSD~~Key ~~117,182,900~~assumptions ~~(equivalent~~included: toannual ~~EUR~~revenue ~~1,000,000;~~of ~~approximately~~EUR $1848,~~173~~666,~~560)~~ ~~from~~a ~~UniCredit~~royalty ~~Bank~~rate ~~for working capital financing~~ of ~~the~~4%, ~~Company.~~a ~~The~~discount ~~term~~rate of ~~using~~25%, ~~the~~and ~~funds~~a isuseful 12life ~~months~~of ~~ending~~five ~~on April 8, 2026~~years. The ~~Bank~~trademark ~~charges~~will ~~interest~~be atamortized ~~the~~over ~~nominal~~five ~~interest~~years ~~rate~~on ~~equal~~a tostraight-line ~~one month BELIBOR plus 2~~basis.~~00% p.a.~~

~~For~~The ~~the~~preliminary ~~nine~~purchase ~~months~~price ~~ended~~allocation ~~September~~is ~~30,~~subject ~~2025, the Company paid $31,366~~ to ~~Unicredit~~revision ~~Bank~~upon ~~against~~completion ~~the~~of ~~loan, including~~ the ~~principal~~final ~~amount~~valuation of $0assets acquired and ~~interest~~liabilities ~~accrued of $31,366~~assumed. AsAny ofadjustments ~~September~~to ~~30,~~the ~~2025,~~preliminary ~~and~~allocation ~~December~~will ~~31,~~be ~~2024,~~made within the ~~principal~~measurement ~~balance~~period ofas ~~the~~permitted ~~loan~~under ~~was~~FASB ~~$1,174,133~~ASC ~~and $0~~805.

~~Hipotekarna~~NOTE ~~Bank~~8 ~~Facility~~– INTANGIBLE ASSETS – SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS

OnSoftware ~~March~~represents ~~21,~~software ~~2024,~~licenses ~~MeridianBet~~as ~~Montenegro~~well ~~entered~~as ~~into a long-term loan, in~~ the ~~amount~~costs of ~~EUR~~internally ~~2,000,000~~developed ~~(approximately~~gaming $2software (e.g.,~~141,000)~~ ~~from~~a ~~Hipotekarna~~new ~~Bank~~sports ~~for~~betting ~~financing~~platform ~~working~~which ~~capital~~is ~~and~~classified ~~liquidity~~as ofintangible ~~the~~construction ~~Company~~in process). ~~The~~Capitalized ~~term~~software ofcosts ~~using~~are ~~the~~amortized ~~funds~~based ison 24the ~~months~~straight-line ~~ending~~method inover ~~April~~the ~~2026.~~remaining ~~The~~estimated ~~Bank~~economic ~~charges~~life ~~effective~~of ~~interest at~~ the ~~annual rate of 5~~product.~~63%~~ ~~(nominal interest rate 5.3%).~~

~~For~~During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~the~~and ~~Company paid $928~~2025,~~089~~ ~~to Hipotekarna Bank against the loan~~respectively, ~~including~~software ~~the~~development ~~principal~~costs ~~amount~~ of $~~886~~228,~~208,~~820 and ~~interest accrued of~~ $410,~~881.~~ Aswere ofincurred ~~September 30, 2025,~~ and ~~December 31, 2024, the principal balance of the loan was $610,455 and $1,324,361, respectively~~capitalized.

OnIntangible ~~December~~construction 9,in ~~2024,~~process ~~MeridianBet~~mainly ~~Montenegro~~represents ~~entered into a short-term loan, in~~ the ~~amount~~development of ~~EUR~~new ~~1,000,000~~software ~~(approximately~~in ~~$1,039,000)~~Montenegro ~~from~~and ~~Hipotekarna~~Malta ~~Bank~~ for ~~financing~~a ~~working~~sports ~~capital~~betting ~~and~~platform. ~~liquidity~~During of the ~~Company.~~three ~~The~~months ~~term~~ended ofMarch ~~using~~31, ~~the~~2026, ~~funds~~and is2025, 12respectively, ~~months~~costs ~~ending~~of on$677,189 ~~December~~and 31$706,095, ~~2025.~~were ~~The~~incurred ~~Bank~~and ~~charges~~capitalized. ~~effective~~During ~~interest~~the atsame ~~the~~periods, ~~annual~~intangible ~~rate~~assets of ~~5.79%~~$34,933 ~~(nominal~~and ~~interest~~$0, ~~rate~~respectively, 5were placed into service.~~3%).~~

~~For~~We ~~the~~anticipate ~~nine~~that ~~months ended September 30, 2025,~~ the ~~Company~~majority ~~paid $893,239 to Hipotekarna Bank against the loan, including the principal amount~~ of ~~$863,384,~~intangible ~~and~~construction ~~interest~~in ~~accrued~~progress ofwill ~~$29,855.~~be Asplaced ofin ~~September~~service ~~30,~~in ~~2025,~~stages ~~and~~during ~~December 31~~2027, ~~2024,~~depending on the ~~principal~~progress ~~balance~~ of ~~the~~software ~~loan was $299,209 and $1,038,900, respectively~~development.

~~Igor~~Licenses ~~Salindrija~~relate ~~Facility~~to operational gaming licenses issued in Bosnia, Cyprus and Brazil. During the three months ended March 31, 2026, and 2025, respectively, costs of $23,847 and $409,468, were incurred and capitalized.

OnOther ~~April~~intangible 1,assets ~~2024,~~relate ~~Meridian~~to ~~Malta~~retail ~~entered~~agent ~~into~~partner arelationships ~~long-term~~and ~~loan,~~online incustomer ~~the~~relationships ~~amount~~identified ofduring ~~EUR 2,000,000 (approximately $2,240,000) from Igor Salindrija, for financing working capital and liquidity of~~ the ~~Company.~~acquisition ~~The term~~ of ~~using~~Bit ~~the~~Tech ~~funds~~Tanzania isin the 24amount ~~months~~of ~~ending on April~~ $1, ~~2026~~560,910, ~~when~~as well as the ~~entire~~purchase ~~loan~~of ~~amount~~the ~~becomes~~domain ~~due~~magicbet777.com ~~The~~by ~~effective~~Meridianbet ~~interest~~Brazil isLTDA atin the ~~annual~~amount ~~rate~~ of ~~7%. As of September 30~~$2, ~~2025~~418,179. ~~and~~Other ~~December~~intangible ~~31,~~assets ~~2024,~~are ~~the~~amortized ~~principal~~over ~~balance~~5 ~~of the loan was $2,334,503 and $2,065,680, respectively~~years.

~~Lind~~26 ~~Global~~Table ~~Asset~~of ~~Management VIII LLC Securities SPA / Promissory Note~~Contents

OnIntangible ~~July~~assets 2,related ~~2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management VIII LLC, a Delaware limited partnership (the “Investor”), pursuant~~ to ~~which~~software ~~the~~and ~~Company~~website ~~issued~~are toamortized ~~the~~on ~~Investor~~ a ~~secured, two~~straight-~~year,~~line ~~interest~~basis ~~free~~over ~~convertible~~their ~~promissory~~expected ~~note~~useful ~~in the principal amount of $12~~lives,~~000,000~~ ~~(the~~estimated ~~“Secured Convertible Note”) and a common stock purchase warrant (the “Lind Warrant”)~~ to ~~acquire~~be ~~750,000~~5 ~~shares of common stock of the Company, at an exercise price of $4~~years.00 per share. The Lind Warrant expires on July 2, 2029. A total of $10,000,000 was funded under the Secured Convertible Note (representing the principal amount less an original issue discount of 20%) on July 3, 2024 (the “Funding Date”). In connection with the issuance of the Secured Convertible Note and the Lind Warrant, the Company paid a $250,000 commitment fee to the Investor. The Secured Convertible Note is convertible into shares of common stock of the Company by the Investor at any time at a conversion price of $4.00 per share.

~~The~~Amortization ~~Company~~expenses ~~recorded~~related ato ~~debt~~intangible ~~discount~~assets ofwere $31,~~754~~025,~~575~~175 ~~related~~and ~~to the issuance of the Secured Convertible Note. The total debt discount was comprised of the relative fair value of the Lind Warrant, the~~ $2,~~000~~152,~~000~~640 ~~issue~~for ~~discount,~~ the ~~commitment~~three ~~fee,~~months ~~$432,398~~ended ofMarch ~~advisory fees in connection with the debt issuance to Citigroup Global Markets Limited~~31, ~~and other issuance costs. The relative fair value of the Lind Warrant was $1~~2026,~~007,482~~ and ~~was calculated using the Black-Scholes option pricing model. As of September 30,~~ 2025, ~~the unamortized debt discount was $0~~respectively.

28The ~~Table~~following table details the carrying values of ~~Contents~~the Company’s intangible assets:

Second Amendment to Senior Secured Convertible Note

Definite-lived intangible assets	As of March 31, 2026			As of December 31, 2025
Intangible construction in process	$	11,108,889		$	10,702,638
Licenses		4,527,453			4,232,431
Software		19,347,029			19,742,103
Trademarks and tradenames		270,664			12,240,138
Developed technology		-			3,100,000
Customer relationships		157,337			17,963,384
Non-compete agreement		-			296,814
Other intangible assets		3,979,090			3,887,442
Gross intangible assets		39,390,462			72,164,950
Less: accumulated impairment and amortization
Licenses amortization		(1,859,553	)		(1,582,137	)
Software amortization		(8,961,705	)		(8,563,000	)
Trademarks and tradenames amortization		(60,007	)		(12,122,964	)
Developed technology		-			(3,100,000	)
Customer relationships		(7,867	)		(17,963,384	)
Non-compete agreement		-			(296,814	)
Other intangible assets amortization		(2,274,636	)		(2,072,685	)
Total accumulated impairment and amortization		(13,163,768	)		(45,700,984	)
Net definite-lived intangible assets	$	26,226,694		$	26,463,965

OnThe ~~October~~table ~~30,~~below ~~2024,~~shows ~~the~~expected Company and the Investor entered into a Second Amendment to Senior Secured Convertible Promissory Note (the “Amendment”), which amended the Secured Convertible Note. Pursuant to the Amendment, the Company and the Investor agreed (a) that the October 2024 amortization ~~payment~~expenses ~~due~~for ~~on October 20, 2024, pursuant to~~ the ~~terms~~next offive ~~the~~years ~~Secured Convertible Note, would be paid $100,000 in shares~~ of ~~common~~intangible ~~stock~~assets ofrecorded ~~the Company,~~ as ~~determined pursuant to the terms~~ of the Secured Convertible Note, and $515,000 in cash; and (b) to amend the events of default set forth in the Secured Convertible Note to provide that it will be an event of default if the Company’s market capitalization is below $250 million for ten consecutive days at any time after March 331, ~~2025 (previously such applicable starting date for that covenant was December 3, 2024).~~2026:

For the nine months ended September 30, 2025, the Company paid a total of $9,600,000 to the Investor against the loan through cash payments. As of September 30, 2025, the Secured Convertible Note was paid off.

Year Ending December 31,	Estimated Amortization
2026		7,618,362
2027		5,198,336
2028		4,939,858
2029		4,300,826
2030		3,023,810
Thereafter		1,145,502
Total future amortization		26,226,694

As27 Table of September 30, 2025 and December 31, 2024, long-term liabilities amount to $19,637,634 and $31,655,487, respectively, which are attributable to Unicredit Bank facility, Hipotekarna Bank facility, and the Igor Salindrija facility. Contents

~~Maturities~~NOTE of9 ~~long-term~~– ~~loan as of September 30~~PROPERTY, ~~2025~~PLANT ~~and~~AND ~~December 31, 2024, are as follows:~~EQUIPMENT

Long-term loan	As of September 30, 2025		As of December 31, 2024
Within 1 year	$	10,890,846	$	17,291,241
Within 1-2 Years		8,746,788		14,364,246
Present value of loan liability	$	19,637,634	$	31,655,487

Property, plant and equipment, net, consists of the following for the periods indicated:

NOTE 16 – OTHER LIABILITIES

Description	As of March 31, 2026		As of December 31, 2025
Land	$	28,651	$	29,353
Property, plant and equipment construction in process		192
Buildings, net		9,796,934		10,095,339
Slots and machines, net		11,488,006		12,246,801
Equipment, net		3,238,548		3,375,011
Computers, net		1,101,415		1,298,991
Televisions, net		223,576		243,969
Investment in third party property, plant and equipment		1,483,350		1,674,402
Total property, plant and equipment, net	$	27,360,672	$	28,963,866

~~Other~~Investment ~~Current~~in ~~Liabilities~~third party property represents leasehold improvements that are in rented premises for retail betting.

AsDepreciation ofexpenses ~~September 30, 2025, and December 31, 2024, other current liabilities~~ were $1,~~162~~435,~~419~~955 and $1,~~090~~436,~~063~~247, ~~respectively.~~for ~~The~~the ~~components~~three ofmonths ~~other~~ended ~~current~~March ~~liabilities~~31, ~~are~~2026, asand ~~follows:~~2025, respectively.

Description	As of September 30, 2025		As of December 31, 2024
Staff costs payable	$	738,396	$	577,788
Other current payables		164,164		148,345
Rent deposits received		2,515		2,233
Bank overdraft		-		83,965
Dividends payable		-		38,671
Customer deposit		257,344		239,061
Total other current liabilities	$	1,162,419	$	1,090,063

NOTE 10 – DEPOSITS AND NON-CURRENT PREPAID ASSETS

~~Other~~As ~~current~~of ~~payables~~March ~~include~~31, ~~any~~2026 ~~amounts~~and ~~due~~December to31, ~~parties~~2025, ~~that~~deposits doand ~~not~~prepaid ~~meet~~assets ~~the~~are ~~requirements~~$6,319,264 toand ~~be classified as accounts payable~~$6,315,584, ~~such~~respectively. asThe ~~interest~~components ~~payable,~~of ~~fines,~~deposits ~~penalties,~~and ~~employee~~prepaid ~~receivables,~~assets ~~fees,~~are ~~etc.~~as follows:

29 Table of Contents

	As of March 31, 2026		As of December 31, 2025
Deposits for rent & office leases	$	455,696	$	462,374
Deposits for retail betting		2,903,235		2,828,792
Deposits for internet betting		852,152		868,154
Other prepayments		11,242		10,961
Other deposits		2,096,939		2,145,303
Total deposits and prepaid assets	$	6,319,264	$	6,315,584

~~Other~~Betting ~~Non~~and casino deposits are long term deposits held with the following banks: NLB Komercijalna bank, EFG-~~Current~~Direktna ~~Liabilities~~bank, Halk bank, Bank Postanska Stedionica, and Fibank, as security for the permission granted to operate in a particular region.

AsOther ofdeposits ~~September~~are ~~30,~~long-term ~~2025,~~deposits ~~and~~with ~~December~~EFG ~~31,~~Direktna ~~2024,~~bank ~~other non-current liabilities were $5,777,715~~ and ~~$6,658,377,~~Nova ~~respectively.~~bank ~~The~~for ~~components~~open ofcredit ~~other~~lines ~~non~~and e-~~current~~commerce ~~liabilities~~services. ~~are as follows:~~

	As of September 30, 2025		As of December 31, 2024
Leases payable	$	3,455	$	36,348
Retirement benefits		15,946		14,674
Deferred tax liabilities		5,758,314		6,607,355
Total other non-current liabilities	$	5,777,715	$	6,658,377

The deposits with NLB Komercijalna bank accrue interest at the rates of 1.0% and 1.9% per annum.

~~The~~As ~~deferred~~of ~~tax~~March ~~liabilities~~31, ~~resulted~~2026, ~~from the Meridian Purchase~~ and ~~Classics~~December ~~Holdings~~31, ~~acquisition~~2025, ~~which~~other ~~led~~non-current toassets ~~the~~were ~~recognition~~$2,974,242 ~~of intangible assets~~ and ~~corresponding~~$2,499,415, ~~deferred tax liabilities~~respectively. ~~These~~The ~~deferred~~components ~~tax~~of ~~liabilities will be amortized in line with~~ the ~~amortization~~other ofnon-current ~~the~~assets ~~related~~are ~~intangible~~as ~~assets.~~follows:

NOTE 17 – RELATED PARTY TRANSACTIONS

	As of March 31, 2026		As of December 31, 2025
Long term loan	$	6,323	$	6,625
Long-term investment		2,107,764		1,999,128
Deferred tax assets		860,155		493,662
Total other non-current assets	$	2,974,242	$	2,499,415

~~All~~28 ~~related-party~~Table ~~transactions have been recorded at the amount~~ of ~~consideration established and agreed to by the related parties.~~Contents

~~For~~In June 2025, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~September~~a 30silent partnership (“SCP”) with Makerplay Entretenimento & Marketing Ltda. for the commercial operation of fixed-odds betting under the “PINBET” brand in Brazil. Under this arrangement, ~~2025~~the Company acts as the managing partner and operates the business under its federal betting authorization. The partner committed to contribute capital of R$11,000,000 (equivalent to $2,107,764 as of March 31, 2026) to the SCP and ~~2024~~is entitled to participate in the results of the operations. As of March 31, ~~dividends~~2026, ~~paid~~the investor has contributed R$5,500,000 (equivalent to $1,053,882 as of March 31, 2026) out of the ~~owners~~total ~~are~~committed amount, with the remaining R$5,500,000 (equivalent to $1,053,882 as ~~follows:~~of March 31, 2026) to be contributed in accordance with the agreed terms and conditions.

	Dividends Paid Nine Months Ended September 30,
Owners	2025		2024
Aleksandar Milovanović	$	-	$	468,694
Zoran Milošević		-		165,562
Snežana Božović		-		5,450
Other dividends paid		-		129,828
Total dividends paid	$	-	$	769,534

NOTE 11 – INVESTMENTS

~~Articulate~~Investments ~~Pty~~in ~~Ltd,~~Marketable ~~50% owned by Marla Goodman (wife of the Company’s Chief Executive Officer) and 50% owned by Mr. Goodman, the Company’s Chief Executive Officer~~Securities

OnInvestments ~~April~~in 1,marketable ~~2024~~equity securities, ~~following~~classified ~~the~~as ~~Meridian~~trading ~~Purchase~~securities, ~~the~~are ~~Company~~measured ~~assumed~~at afair ~~License~~value ~~Agreement~~on ~~with~~a ~~Articulate,~~recurring inbasis ~~which~~using ~~Articulate~~quoted ~~received~~prices ain ~~license~~active ~~from~~markets ~~the~~and ~~Company~~are totherefore ~~use~~classified awithin ~~proprietary~~Level ~~gaming~~1 ~~solution~~of ~~and intellectual property (~~the ~~“GM2~~fair ~~Asset”)~~value ~~technology~~hierarchy. ~~and~~The ~~agreed~~Company toholds ~~pay~~less ~~Golden~~than ~~Matrix~~ a ~~usage~~5% ~~fee~~interest ~~calculated~~in asthese asecurities. ~~certain~~Changes ~~percentage~~in offair ~~the~~value ~~monthly~~are ~~content~~recognized ~~and~~in ~~software~~earnings ~~usage~~ within the ~~GM2~~consolidated ~~Asset~~statements ~~system~~of operations.

The ~~License~~balance ~~Agreement was mutually terminated, effective January 1, 2025.As~~ of ~~September~~our ~~30,~~marketable ~~2025,~~securities ~~the amount receivable from Articulate~~ was ~~$132,072.~~as follows:

Elray Resources Inc., Mr. Goodman, the Company’s CEO, serves as CEO & Director of Elray, and Ms. Feng, the Company’s COO, serves as Treasurer and Director of Elray.

	As of March 31, 2026		As of December 31, 2025
Marketable equity securities - Telekom Srpske		102,144		102,144
Marketable equity securities – BH Telekom		141,428		141,428
Total Marketable equity securities	$	243,572	$	243,572

OnGains ~~April~~and 1,losses ~~2024,~~to ~~the~~measure ~~Company~~our ~~assumed~~investments ~~the~~in ~~Software~~marketable ~~License~~equity ~~Agreement~~at ~~with~~fair ~~Elray~~value ~~Resources,~~were ~~Inc.~~included ~~(“Elray”),~~ in ~~which~~ the ~~Company~~other ~~granted~~income. ~~Elray~~These arepresent ~~license~~unrealized ~~for~~gains ~~the use~~ and ~~further~~losses ~~distribution~~arising offrom ~~certain~~changes ofin ~~Golden~~market ~~Matrix’s~~value ~~online~~at ~~games. The license provides Elray~~ the ~~right~~reporting ~~to use the online games solely for the purpose of running an online blockchain casino enterprise~~date.

30For ~~Table~~the ofthree ~~Contents~~months ended March 31, 2026 and 2025, changes in fair value were not material, and accordingly, no significant unrealized gains or losses were recognized.

~~During~~Debt ~~the~~Securities ~~nine~~Held ~~months~~to ~~ended September 30, 2025, revenues from Elray were $16,473. As of September 30, 2025, the amount receivable from Elray was $16,245. There were no revenues received from Elray before April 1, 2024.~~ Maturity

~~Top~~Companies ~~Level~~within ~~doo~~the MeridianBet Group, namely Meridian Tech Ltd. Serbia and ~~Network~~Meridianbet ~~System~~Ltd. ~~Development~~Montenegro, ~~GMBH~~invested funds during October 2025 in government bonds of the Republic of Romania and the Republic of Serbia.

~~The~~On ~~accounts~~October ~~receivable-related~~29, ~~party~~2025, ~~from~~Meridian ~~Top~~Tech ~~Level~~Ltd. ~~doo~~ Serbia ~~and~~invested ~~Network~~funds ~~System~~in ~~Development~~the ~~GMBH,~~ amount toof $~~287~~1,~~105 and $317~~192,~~125~~027 asfor ~~of September 30, 2025, and December 31, 2024, respectively with~~ the ~~largest~~purchase ~~amount~~of ~~due~~eurobonds ~~from~~of ~~Top Level d.o.o. Serbia in~~ the ~~amount~~Republic of ~~$282~~Serbia,~~465~~ ~~and~~ISIN: ~~$288~~XS2580270275,~~157,~~ ~~respectively. MeridianBet~~maturity ~~Group~~September ~~has~~26, ~~no ownership interest or control in Top Level d.o.o. Serbia~~2033, ~~but~~with itan ~~does~~annual ~~have~~coupon ~~common~~rate ~~individual~~of ~~shareholders~~6.50%.

~~NOTE~~On 18October -29, ~~EQUITY~~2025, Meridian Tech Ltd. Serbia invested funds in the amount of EUR 1,729,421 (approximately $1,895,352) for the purchase of eurobonds of the Republic of Romania, ISIN: XS3021378032, maturity July 11, 2032, with an annual coupon rate of 5.875%.

~~The~~On ~~historical~~October ~~shareholders’~~24, ~~equity~~2025, ofMeridianbet ~~MeridianBet~~Ltd. ~~Group~~Montenegro ~~(the~~invested ~~accounting~~funds ~~acquirer~~in ~~/legal~~the ~~acquiree)~~amount ~~prior~~of toEUR ~~the~~214,528 ~~reverse merger~~ (~~the~~approximately ~~Meridian~~USD ~~Purchase~~238,696) ~~has~~for ~~been~~the ~~retrospectively~~purchase ~~adjusted~~of (aeurobonds ~~recapitalization)~~of ~~for~~ the ~~equivalent~~Republic ~~number~~ of ~~shares~~Romania, ~~received~~ISIN: byXS3021378032, ~~the~~maturity ~~former~~July ~~owners~~11, of2032, ~~MeridianBet~~with ~~Group~~an asannual ~~required~~coupon ~~under~~rate ~~ASC~~of ~~805~~5. 875%.

~~Preferred~~The ~~Stock~~Company has the positive intent and ability to hold these securities to maturity and, accordingly, they are classified as held-to-maturity and measured at amortized cost.

~~The~~NOTE ~~Company~~12 ~~has~~– ~~20,000,000~~OPERATING ~~shares~~LEASE ofRIGHT ~~$0.00001~~OF ~~par~~USE ~~value~~ASSETS ~~preferred~~AND ~~stock authorized.~~LIABILITIES

AsUnder ofASU ~~September~~No. 302016-02, ~~2025~~Leases (Topic 842), ~~and~~lessees ~~December~~are ~~31,~~required ~~2024~~to recognize all leases (with the exception of short-term leases) on the balance sheet as a lease liability, 1which is a lessee’s obligation to make lease payments arising from a lease,~~000~~ measured on a discounted basis and 1a right-of-use asset,~~000~~ ~~Series~~which Bis ~~preferred~~an ~~shares~~asset ofthat ~~par~~represents ~~value~~the ~~$0.00001~~lessee’s ~~were~~right ~~outstanding~~to use, ~~respectively~~or control the use of, a specified asset for the lease term. The standard was adopted using a modified retrospective approach.

AsThe ofCompany ~~September~~(through ~~30,~~its ~~2025,~~subsidiaries and ~~December~~affiliates) ~~31,~~has ~~2024,~~entered 1into operating leases,~~000~~ ~~and~~the 1Company also has several financing lease agreements. As the rate implicit in each lease is not readily determinable,~~000~~ ~~Series~~the CCompany ~~Preferred~~uses ~~Stock~~its ~~shares~~incremental ofborrowing ~~par~~rate based on information available at commencement to determine the present value $0of the lease payments.~~00001~~ ~~were~~Right-of-use ~~outstanding,~~assets ~~respectively~~and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease term is typically assessed at 5 years.

AsThe oflease ~~September~~cost ~~30,~~for ~~2025,~~the ~~and~~three ~~December~~months ended March 31, ~~2024~~2026, 19and 2025,~~998,000~~ ~~and~~was 19$1,~~998~~167,~~000~~473 ~~shares~~and ~~of preferred stock remained undesignated~~$927,255, respectively.

~~Common~~As ~~Stock~~of March 31, 2026, and December 31, 2025, the right-of-use assets were $6,090,193 and $6,296,336, respectively, and there was also a current lease liability of $2,698,136 and $2,656,508, respectively, and a non-current lease liability of $3,304,088 and $3,562,859, respectively.

As29 ofTable ~~September 30, 2025, and December 31, 2024, 300,000,000 and 300,000,000 shares~~ of ~~common stock, par value $0.00001 per share, were authorized, of which 140,660,454 and 129,242,993 shares were issued and outstanding, respectively.~~ Contents

~~Common~~Maturities ~~Stock~~of ~~Transactions~~lease liabilities as of March 31, 2026, were as follows:

On January 1, 2025, 1,071,101 shares of restricted common stock were issued to five individuals as consideration to acquire a 15.5% minority interest in Meridian Worldwide CY Limited.

	Operating Lease
2026	$	2,946,276
2027		2,324,338
2028		852,205
2029		481,530
2030		169,222
Thereafter		-
Total lease payments		6,773,571
Less imputed interest		771,347
Present value of lease liability	$	6,002,224

OnNOTE ~~January~~13 1,– ~~2025,~~ACCOUNTS ~~814,768~~PAYABLE ~~shares~~– ofRELATED ~~restricted common stock were issued to one individual as consideration to acquire a 24.5% minority interest in Meridian Gaming Peru S.A.C.~~PARTIES

OnThe ~~January~~accounts ~~13,~~payable ~~2025,~~to ~~Aleksandar~~related ~~Milovanović~~parties ~~(“Milovanović”),~~include ~~one~~management’s ofcompensation ~~the~~payable ~~Meridian~~of ~~Sellers agreed to convert the~~ $~~501~~438,~~590~~458 ~~remaining due under the Deferred Cash Convertible Promissory Note (defined~~ and ~~discussed below in “Note 22 – MeridianBet Group Purchase Agreement”) into 250,796 shares of common stock of the Company at a conversion price of~~ $~~2.00 per share. The Deferred Cash Convertible Promissory Note was convertible into shares of common stock of the Company~~295, ~~at any time~~165, ~~from~~as ~~time~~of toMarch ~~time~~31, ~~at the option of Milovanović~~2026, ~~based~~and onDecember ~~a conversion price~~31, determined at the option of Milovanović of either (A) (i) the average closing sales price of the Company’s common stock on the Nasdaq market over the thirty trading day period ending on the trading day immediately preceding the date of the conversion notice; (ii) minus a discount of 15%; or (B) $3.002025, ~~subject to a floor of $2~~respectively.~~00 per share.~~

31NOTE ~~Table~~14 of– ~~Contents~~TAXES PAYABLE

AsThe oftaxes ~~February~~payable ~~23,~~include ~~2025,~~tax aamounts ~~total of $1,165,358 of the $5,000,000~~ due tofor ~~the Meridian Sellers as contingent cash consideration~~stamps, ~~which was due six months following the acquisition of MeridianBet Group remained due to Milovanović (the “Remaining Contingent Cash”). On February 23~~duties, ~~2025,~~corporate ~~the~~income ~~Company~~tax and ~~Milovanović~~deferred ~~entered~~tax ~~into~~liabilities aas ~~Debt~~noted Conversion Agreement dated February 18, 2025 (the “February 2025 Debt Conversion Agreement”), pursuant to which the Company and Milovanović agreed to convert the Remaining Contingent Cash into 647,422 shares of common stock of the Company, based on a conversion price of $1.80 per share.below:

OnAs ~~April~~of 9,March ~~2025~~31, ~~we entered into the Sixth Amendment to the Meridian Purchase Agreement with the Meridian Sellers. The amendment confirmed that $179~~2026,~~540~~ ~~of the $10 million of non-contingent consideration which was due to the Sellers 12 months after the closing date of the acquisition of MeridianBet Group had already been paid~~ and ~~provided~~December ~~that the remaining amounts would be partially converted into common stock. Specifically~~31, $92025,~~445,460~~ ~~owed~~taxes topayable ~~Milovanović~~are ~~was converted into~~ $4,~~843~~481,~~826~~640 ~~shares at $1.95 per share; $100,000 owed to Milošević~~ and $255,~~000 owed to Božović was converted into 50~~011,~~000 and 12~~261,~~500~~ ~~shares,~~ respectively~~, at $2~~.00 ~~per share.~~ The ~~remaining~~components ~~$150,000~~of ~~owed~~taxes topayable ~~Milošević~~are ~~and~~as ~~$100,000 owed to Božović was originally due on October 9, 2025, and has been extended to a later date by mutual agreement.~~follows:

On April 28, 2025, the Company issued 206,634 shares of its common stock to the Classics Sellers to fully satisfy the True-Up Amount of $518,651, which had been determined on February 17, 2025. The shares were issued in accordance with the terms of the Classic Holding’s Share Exchange Agreement, pursuant to which the Company had the option to settle the True-Up Amount in cash, shares, or a combination thereof. The shares were valued based on the US$ Agreed Value as defined in the agreement.

	As of March 31, 2026		As of December 31, 2025
Stamps, duties and other taxes		3,410,268		3,645,241
Corporate income tax payable		1,071,372		1,366,020
Total taxes payable	$	4,481,640	$	5,011,261

OnNOTE ~~August~~15 ~~21,~~– ~~2025,~~LONG weTERM ~~entered~~LIABILITIES into the Seventh Amendment to the Meridian Purchase Agreement with the Meridian Sellers. The amendment provided that (i) $200,000 of the 18-month consideration payable to Aleksandar Milovanović and (ii) $30,000 each of the 12-month consideration payable to Zoran Milošević and Snežana Božović would be converted into common stock of the Company pursuant to a separate Post-Closing Cash Conversion Agreement entered on the same date. Under that agreement, Milovanović received 155,038 shares of common stock at a value of $1.29 per share, and Milošević and Božović each received 22,556 shares of common stock at a value of $1.33 per share. The remaining unpaid 18-month post-closing cash consideration was due by October 9, 2025.

OnUnicredit ~~September~~Bank 9, 2025 (effective as of August 29, 2025), we entered into the Eighth Amendment to the Meridian Purchase Agreement with the Aleksandar Milovanović, one of the Meridian Sellers, to provide that $500,000 of the 18-month non-contingent post-closing cash consideration payable to Milovanović would be converted into shares of the Company’s common stock pursuant to a Post-Closing Cash Consideration Conversion Agreement. Under the Conversion Agreement, $100,000 was converted into 81,300 shares of common stock at a conversion price of $1.23 per share (effective August 29, 2025), $100,000 was converted into 98,039 shares of common stock at a conversion price of $1.02 per share (effective September 5, 2025), $100,000 was converted into 99,009 shares of common stock on September 12, 2025 at $1.01 per share based on the closing share price of the Company’s common stock on the same date, $100,000 was converted into 100,775 shares of common stock on September 19, 2025 at $0.99 per share based on the closing share price of the Company’s common stock on the same date, and $100,000 was converted into 85,470 shares of common stock on September 26, 2025 at $1.17 per share based on the closing share price of the Company’s common stock on the same date. Facility

~~The~~On ~~Company~~May ~~owes~~1, ~~quarterly~~2024, ~~salaries~~effective May 16, 2024, Meridian Serbia entered into a Facility Agreement dated as of ~~$482~~April 30,~~656~~ 2024 (the “Facility Agreement”) with Unicredit Bank Serbia JSC Belgrade (“Unicredit Bank”). UniCredit Bank agreed to ~~Zoran~~loan ~~Milošević~~Meridian ~~and~~Serbia ~~Snežana~~up ~~Božović~~to ~~which~~2,350,000,000 ~~are~~Serbian ~~expected~~dinars (approximately $21,850,000 as of the agreement signing date), pursuant to bethe ~~settled~~terms inof ~~shares~~the Facility Agreement (the “Loan”).

~~During~~A ~~the~~total ~~nine~~of ~~months~~$11 ~~ended~~million ~~September~~of ~~30,~~the ~~2025,~~proceeds ~~290,000~~from ~~unregistered~~the ~~shares~~Loan ofwas ~~restricted~~paid ~~common~~to ~~stock,~~the ~~with~~Meridian aSellers ~~value~~pursuant ofto ~~$627,000,~~the ~~were~~terms ~~issued~~of ~~for~~the ~~services~~MeridianBet Purchase Agreement.

~~Equity~~The ~~Distribution~~Loan ~~Agreement~~is secured by a mortgage on substantially all of Meridian Serbian’s real estate; a pledge by Golden Matrix Serbia of all the outstanding capital stock of Meridian Serbia; a pledge by the Company of all of its ownership in Golden Matrix Serbia; and an assignment of Meridian Serbia’s insurance policies.

On ~~November~~May 2216, 2024, ~~we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC (“Craig-Hallum”). Pursuant to~~ the ~~Distribution Agreement, the~~ Company ~~may~~entered ~~sell,~~into at its option, up to an aggregate of $14.7 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a ~~Registration~~Guaranty ~~Statement on Form S-3. Subject to the terms and conditions of the Distribution~~ Agreement, ~~Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined~~ in ~~Rule~~favor ~~415 promulgated under the Securities Act~~ of ~~1933,~~Unicredit asBank ~~amended~~to ~~(the~~guarantee ~~“Securities Act”),, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions,~~ in ~~negotiated~~full ~~transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at~~ the ~~time~~repayment of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the ~~Distribution Agreement~~Loan.

3230 Table of Contents

The ~~Company~~Loan ~~will~~bears ~~pay~~interest ~~Craig-Hallum~~at ~~a commission equal to 3.00% of any gross proceeds from~~ the ~~sale of shares of the Company’s common stock under the Distribution Agreement. Pursuant to the terms of the Distribution Agreement, the Company also provided Craig~~one-~~Hallum~~month ~~with~~BELIBOR ~~customary indemnification rights and has agreed to reimburse Craig-Hallum for certain specified expenses up to $50~~rate,~~000,~~ plus ~~up to $5,000 for each future quarterly period that the Distribution Agreement remains in place~~3.15% ~~The~~per ~~offering~~annum ~~of common stock pursuant to the Distribution Agreement will terminate upon the earlier of~~ (i)currently ~~the~~approximately ~~sale of all of the common stock subject to the Distribution Agreement and (ii~~8.75%), ~~the~~payable ~~termination~~monthly ~~of the Distribution Agreement by the Company or Craig-Hallum. Either party may terminate the agreement~~ in ~~its sole discretion at any time upon written notice to the other party~~arrears.

NoThe ~~assurance~~Loan ~~can~~is berepayable ~~given~~in ~~that~~installments, ~~the~~beginning ~~Company~~six ~~will~~months ~~sell~~after ~~any~~May ~~shares of common stock under the Distribution Agreement~~16, or2024, ifand itpayable ~~does,~~in asfull toby the ~~price~~maturity ordate, ~~amount~~May of17, ~~shares~~2027. ofThe ~~common~~first ~~stock~~installment ~~that~~was itpaid ~~sells~~on orNovember ~~the~~16, ~~dates when such sales will take place~~2024.

~~During~~The ~~the~~Company ~~nine~~recorded ~~months~~a ~~ended~~debt ~~September~~discount ~~30,~~of ~~2025~~$908,037 werelated ~~sold~~to anthe ~~aggregate~~Unicredit ofBank ~~1,107,249~~facility ~~shares~~in ofconnection ~~our~~with ~~common~~advisory ~~stock~~services ~~under~~provided ~~the~~by ~~ATM~~Citigroup ~~Program~~Global ~~for~~Markets ~~net~~Limited. ~~proceeds~~The ofdebt ~~approximately~~discount ~~$1,733,829,~~was ~~after~~amortized ~~deducting~~to ~~commissions~~interest expense. OfAs ~~this~~of ~~amount~~March 31, ~~$41~~2026,~~399~~ isthe ~~expected~~unamortized todebt bediscount ~~received~~was ~~in October~~$327, ~~2025~~902.

~~2018~~For ~~Equity~~the ~~Incentive~~three ~~Plan~~months ended March 31, 2026, the Company paid $2,566,497 to Unicredit Bank against the loan, including the principal amount of $2,324,490, and interest accrued of $242,007. As of March 31, 2026, and December 31, 2025, the principal balance of the loan was $10,713,329 and $13,327,795.

OnThe ~~April~~contract 1,defines ~~2024,~~a Financial Covenant stipulating that the ~~Company~~financial ~~assumed~~ratio ~~Golden~~(Net ~~Matrix’s~~Debt/Ebitda) ~~2018~~must ~~Equity~~be ~~Incentive~~less ~~Plan~~than ~~following~~or ~~the~~equal ~~Meridian~~to ~~Purchase.~~3x, Nowith ~~options~~compliance ormonitored ~~warrants~~by ~~were~~the ~~outstanding~~bank. ~~prior~~As toof ~~April~~March 131, ~~2024.~~2026, the requirement under the Financial Covenant has been met.

~~The~~On ~~following~~April ~~table~~9, ~~represents~~2025, Meridian Serbia entered into a short-term credit line agreement, in the ~~stock~~amount ~~option~~of ~~activity~~RSD 117,182,900 (equivalent to EUR 1,000,000; approximately $1,173,560) from UniCredit Bank for working capital financing of the ~~nine~~Company. The loan has a maturity of 12 months ~~ended~~(April ~~September~~2026); 30however, ~~2025:~~the full amount of the loan was repaid prior to the maturity of the credit line, in January 2026. The Bank charges interest at the nominal interest rate equal to one-month BELIBOR plus 2.00% p.a.

Options	Number Outstanding			Weighted Average Exercise Price
Options Outstanding as of December 31, 2024		490,000		$	2.23
Options expired		(150,000	)	$	3.11
Options exercised		(60,000	)	$	0.80
Options Outstanding as of September 30, 2025		280,000		$	2.07
Options Exercisable as of September 30, 2025		280,000		$	2.07

For the three months ended March 31, 2026, the Company paid $582,677 to Unicredit Bank against the loan, including the principal amount of $578,552 and interest accrued of $4,125. As of March 31, 2026, and December 31, 2025, the principal balance of the loan was $0 and $586,611, respectively.

~~The~~Hipotekarna ~~fair~~Bank value of stock options was measured using the Black-Scholes option pricing model. The Black-Scholes valuation model takes into consideration the share price of the Company, the exercise price of the options, the amount of time before the option expires, and the volatility of share price. Compensation expense is charged to operations through the vesting period. The amount of cost is calculated based on the accounting standard ASU 2018-07. Facility

On ~~June~~March 1621, ~~2025~~2024, ~~the~~MeridianBet ~~Company~~Montenegro ~~agreed~~entered tointo ~~extend~~a ~~the~~long-term ~~exercise~~loan, ~~period~~in ofthe ~~certain~~amount ~~stock~~of ~~options~~EUR ~~by one year~~2,000,000 ~~which~~(approximately ~~covered options granted to one employee and one consultant to purchase 180~~$2,141,000 ~~shares~~as of ~~common~~the ~~stock~~agreement atsigning andate) ~~exercise~~from ~~price~~Hipotekarna ofBank ~~$1.74~~for ~~per~~financing ~~share~~working capital and ~~options~~liquidity ~~granted~~of tothe ~~one~~Company. ~~director~~The toterm ~~purchase 100,000 shares~~ of ~~common~~using ~~stock~~the atfunds anis ~~exercise~~24 ~~price~~months ofending ~~$2.67~~April ~~per share~~2026. The ~~Company~~Bank ~~recorded~~charges aeffective ~~total~~interest ofat ~~$118,741~~the inannual ~~expense~~rate ~~due~~of to5.63% ~~the~~(nominal ~~option~~interest ~~extension~~rate 5.3%).

~~The~~For ~~total~~the ~~compensation~~three ~~cost~~months ~~related~~ended toMarch ~~stock~~31, ~~options~~2026, ~~granted~~the ~~including~~Company paid $204,153 to Hipotekarna Bank against the ~~option~~loan, ~~extension~~including asthe ~~discussed~~principal ~~above~~amount ~~was~~of $~~118~~200,~~741~~220, and interest accrued of $983,~~582,~~933. ~~for~~As ~~the~~of ~~nine~~March ~~months~~31, ~~ended~~2026, ~~September~~and 30December 31, 2025, the principal balance of the loan was $100,681 and ~~2024~~$307,496, respectively.

33Igor ~~Table~~Salindrija ~~of Contents~~Facility

~~2022~~On ~~Equity~~April ~~Incentive~~1, ~~Plan~~2024, Meridian Malta entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $2,240,000) from Igor Salindrija, for financing working capital and liquidity of the Company. The loan has a term of 24 months, ending on April 1, 2026, when the entire loan amount becomes due. The effective interest is at the annual rate of 7%.

OnFor ~~April 1, 2024,~~ the ~~Company~~three ~~assumed~~months ~~Golden~~ended ~~Matrix’s~~March ~~2022 Equity Incentive Plan (the “2022 Plan”) following the Meridian Purchase. The 2022 Plan provides an opportunity for any employee~~31, ~~officer~~2026, ~~director or consultant of~~ the Company, ~~subject~~paid ~~to limitations provided by federal or state securities laws~~$1,268,395 to ~~receive~~Igor ~~(i)~~Salindrija ~~incentive~~against ~~stock~~the ~~options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units~~loan, ~~(v)~~including ~~stock~~the ~~awards;~~principal ~~(vi)~~amount ~~shares in performance~~ of ~~services;~~$1,248,480, ~~(vii)~~and ~~other~~interest ~~stock-based~~accrued ~~awards; or (viii) any combination~~ of ~~the foregoing~~$19,915. InAs ~~making~~of ~~such~~March ~~determinations~~31, ~~the Board of Directors may take into account the nature of the services rendered by such person~~2026, ~~his or her present~~ and ~~potential~~December ~~contribution~~31, ~~to the Company’s success~~2025, ~~and such other factors as~~ the ~~Board~~principal ofbalance ~~Directors~~ of the ~~Company~~loan inwas ~~its~~$1,038,174 ~~discretion~~and ~~shall~~$2,350,000, ~~deem relevant~~respectively.

~~The~~As ~~following~~of ~~table~~March ~~represents~~31, ~~the~~2026, ~~RSUs activity under~~ the ~~2022~~loan ~~Plan~~remains ~~for the nine months ended September 30, 2025:~~outstanding.

RSUs	NumberOutstanding
RSUs Outstanding as of December 31, 2024		1,837,570
RSUs granted		-
RSUs forfeited		(8,875	)
RSUs vested and settled in shares of common stock		(1,173,859	)
RSUs Outstanding as of September 30, 2025		654,836

Table of Contents

~~2023~~Makerplay ~~Equity~~Entretenimento ~~Incentive~~& ~~Plan~~Marketing Limitada Facility

On ~~April~~December 1, ~~2024~~2025, the Company ~~assumed~~entered ~~Golden~~into ~~Matrix’s~~a ~~2023~~loan ~~Equity~~agreement ~~Incentive~~with ~~Plan~~Makerplay ~~(the~~Entretenimento ~~“2023~~& ~~Plan”)~~Marketing ~~following~~Limitada ~~the Meridian Purchase. The 2023 Plan provides an opportunity for any employee~~(“Makerplay”), ~~officer,~~under ~~director~~which ~~or consultant of~~ the Company, ~~subject~~received toa ~~limitations~~loan ~~provided~~in bythe ~~federal~~amount orof ~~state~~R$ ~~securities laws~~5,500,000 ~~to receive~~ (i)approximately ~~incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units~~$1,053,882 ~~(v)~~as ~~stock awards; (vi) shares in performance~~ of ~~services;~~March ~~(vii)~~31, ~~other stock-based awards; or (viii~~2026) ~~any combination of the foregoing~~. InThe ~~making~~loan ~~such~~originates ~~determinations,~~from ~~the~~funds ~~Board~~contributed ~~of Directors may take into account the nature of the services rendered~~ by ~~such person, his or her present and potential contribution to~~ the ~~Company’s~~Lender ~~success, and such other factors~~ as ~~the~~part ~~Board~~ of ~~Directors of the Company in~~ its ~~discretion~~investment ~~shall deem relevant. Subject to adjustment~~ in ~~connection~~Meridian ~~with~~Gaming ~~the~~Brasil ~~payment~~SCP ~~of a stock dividend~~(PINBET), awhere ~~stock~~Makerplay ~~split~~acts oras ~~subdivision or combination of~~ the ~~shares~~silent ~~of common stock~~partner, orand ~~a reorganization or reclassification of~~ the Company’s ~~common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2023 Plan is the sum of~~ (i)Meridian ~~five~~Gaming ~~million~~Brasil ~~(5,000,000)~~SPE ~~shares, and (ii~~Ltda) anacts ~~automatic~~as ~~increase on April 1st of each year for a period of nine years commencing on April 1, 2024 and ending on (and including) April 1, 2033, in an amount equal to~~ the ~~lesser~~managing ofpartner. ~~(A)~~The ~~five~~loan ~~percent~~bears ~~(5%)~~interest ofat the ~~total~~statutory ~~shares~~rate ofin ~~common~~accordance ~~stock~~with ofArticle ~~the~~406 ~~Company outstanding on the last day~~ of the ~~immediately~~Brazilian ~~preceding~~Civil ~~fiscal~~Code ~~year (the “Evergreen Measurement Date”);~~ and ~~(B)~~is ~~five~~repayable ~~million~~in (5full,~~000,000)~~ ~~shares~~together ofwith ~~common~~accrued ~~stock; provided~~interest, ~~however,~~within ~~that~~five ~~the~~years ~~Board~~from ~~may act prior to April 1st of a given year to provide that~~ the ~~increase~~execution ~~for~~date ~~such year will be a lesser number~~ of ~~shares of common stock. Notwithstanding~~ the foregoing, no more than a total of 50,000,000 shares of common stock (or awards) may be issued or granted under the 2023 Plan in aggregate, and no more than 50,000,000 shares of common stock may be issued pursuant to the exercise of Incentive Stock Optionsagreement. OnAs ~~April 1, 2024, the number~~ of ~~shares~~March ~~eligible for issuance under the 2023 Plan increased automatically by 1~~31,~~808,146~~ ~~shares~~2026 and onDecember ~~April 1~~31, 2025, the ~~number~~outstanding ofprincipal ~~shares~~balance ~~eligible~~of ~~for issuance under~~ the ~~2023~~loan ~~Plan~~amounted ~~increased by 3,632,000 shares (the Board of Directors took action prior~~ to ~~April~~ $1, ~~2025~~053,882 toand ~~limit the automatic increase under the 2023 Plan~~$999, ~~which would have increased by 5~~564,~~000,000~~ ~~shares, to 3,632,000 shares, to take into account a total of 1,368,000 of awards made under the 2022 Plan, after the adoption of the 2023 Plan)~~respectively.

34As ~~Table~~ of ~~Contents~~March 31, 2026 and December 31, 2025, long term liabilities amount to $12,886,475 and $17,171,942, respectively, which are attributable to the Unicredit Bank facility, the Hipotekarna Bank facility, the Igor Salindrija facility, and the Makerplay facility as discussed above.

~~The~~Maturities ~~following~~of ~~table~~long-term ~~represents~~loan ~~the~~as ~~RSUs~~of ~~activity~~March ~~under~~31, ~~the~~2026 ~~2023~~and ~~Plan~~December ~~for~~31, ~~the~~2025, ~~nine~~are ~~months~~as ~~ended September 30, 2025~~follows:

RSUs	NumberOutstanding
Long term loan	As of March 31, 2026			As of December 31, 2025
RSUs Outstanding as of December 31, 2024		10,000
Within 1 year	$	8,032,261		$	10,581,035
RSUs granted		1,613,500
Within 1-2 Years		4,854,214			6,590,907
RSUs forfeited		(45,000	)
Present value of loan liability	$	12,886,475		$	17,171,942
RSUs vested		(246,750	)
RSUs Outstanding as of September 30, 2025		1,331,750

~~The~~NOTE ~~total~~16 ~~compensation~~– ~~cost~~OTHER ~~related~~LIABILITIES ~~to RSUs was $2,040,019 and $1,216,190 for the nine months ended September 30, 2025 and 2024, respectively.~~

~~NOTE 19~~Other –Current ~~SEGMENT REPORTING AND GEOGRAPHIC INFORMATION~~Liabilities

~~The~~As ~~Company~~of ~~operates~~March ~~its~~31, ~~business~~2026, ~~through~~and ~~three~~December ~~operating segments – MeridianBet Group~~31, ~~GMAG~~2025, ~~RKings~~other &current ~~CFAC~~liabilities ~~(discussed~~were ~~in greater detail below)~~$1,136,603 ~~which are based on its business activities~~ and ~~organization~~$1,592,958, respectively. The ~~reportable~~components ~~segments are segments~~ of ~~the~~other ~~Company~~current ~~for~~liabilities ~~which separate financial information is available and for which operating results~~ are ~~evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources~~ as ~~well as in assessing performance.~~ follows:

The Company’s chief operating decision maker is a management function comprised of two individuals. These two individuals are the Company’s Chief Executive Officer and MeridianBet Group’s Chief Executive Officer. The Company’s chief operating decision makers and management utilize revenues and operating income as the primary profit measures for its reportable segments.

Description	As of March 31, 2026		As of December 31, 2025
Staff costs payable	$	733,371	$	608,859
Other current payables		119,996		141,662
Rent deposits received		2,453		2,513
Customer deposit		280,783		839,924
Total other current liabilities	$	1,136,603	$	1,592,958

~~The~~Other ~~Company’s~~current ~~three~~payables ~~reportable~~include ~~segments~~any ~~are~~amounts due to parties that do not meet the requirements to be classified as ~~follows:~~accounts payable, such as interest payable, fines, penalties, employee receivables, and fees.

· Other MeridianBet Group – This segment includes revenues from retail sports betting, retail casinos, online sports betting, online casinos, and bars operated by MeridianBet Group companies across Serbia, Bosnia, Montenegro, Africa, Central and South America, and other European regions. · GMAG – This segment generates revenue through the Company’s intellectual property and the resale of thirdNon-~~party~~Current gaming content, primarily serving customers in the Asia-Pacific region. · RKings & CFAC – This segment includes revenues from pay-to-enter prize competitions and trade promotions, conducted through RKings in the UK and Classics for a Cause in Australia.Liabilities

InAs ~~addition~~of toMarch ~~these~~31, ~~reportable segments~~2026, ~~the~~and ~~Company~~December ~~has certain corporate costs that are not directly attributable to its brands and~~31, ~~therefore~~2025, ~~are~~other ~~not~~non-current ~~allocated~~liabilities towere ~~its segments. Such costs primarily include certain share-based compensation~~$19,044 and ~~holding company expenses including administrative~~$19, ~~legal fees~~510, ~~audit fees, and filing fees~~respectively. InThe ~~addition,~~components ~~certain~~of other ~~costs are not allocated to segments, including impairment costs, and restructuring costs which include charges or expenses attributable to acquisition~~non-~~related~~current ~~costs.~~liabilities ~~The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance. All intercompany revenues~~ are ~~eliminated~~as ~~in consolidation and are not reviewed when evaluating segment performance.~~follows:

The following table presents the key performance information of the Company’s reportable segments:

	As of March 31, 2026		As of December 31, 2025
Leases payable	$	3,341	$	3,422
Retirement benefits		15,703		16,088
Total other non-current liabilities	$	19,044	$	19,510

	For the nine months ended
	September 30, 2025
	MeridianBet Group			GMAG			RKings & CFAC			Total
Revenues	$	89,392,980		$	11,007,085		$	32,884,664		$	133,284,729
Cost of revenue		(26,755,333	)		(7,557,329	)		(23,924,061	)		(58,236,723	)
Segment gross profit		62,637,647			3,449,756			8,960,603			75,048,006
Less:
Selling, general and administrative expenses		11,342,321			1,252,431			1,705,588			14,300,340
Salaries and wages		16,366,968			1,121,982			874,398			18,363,348
Professional fees		1,745,728			245,212			57,140			2,048,080
Marketing expenses		14,864,692			648,084			4,126,722			19,639,498
Rents and utilities		5,474,898			102,085			141,624			5,718,607
Bad debt expense		229,239									229,239
Segment income from operations		12,613,801			79,962			2,055,131			14,748,894
Less:
Holding company expenses											2,878,950
Restructuring costs											278,090
Stock-based compensation expenses											3,003,054
Depreciation expenses											4,193,434
Amortization expenses											7,193,854
Total income (loss) from operations										$	(2,798,488	)

Table of Contents

~~Total~~NOTE ~~revenues~~17 by– ~~geographic~~RELATED ~~region~~PARTY ~~are as follows:~~ TRANSACTIONS

	For the three months ended								For the nine months ended
	September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
UK	$	9,029,513	19	%	$	8,879,408	22	%	$	26,257,493	20	%	$	18,536,370	18	%
Europe (UK-Excl.)		26,672,175	56	%		21,896,664	53	%		73,653,393	55	%		64,233,494	61	%
Central and South America		2,231,805	5	%		1,484,262	4	%		6,353,255	5	%		3,454,909	3	%
Asia Pacific (Australia Excl.)		2,939,491	6	%		3,746,094	9	%		9,330,413	7	%		7,752,215	8	%
Australia		2,292,529	5	%		2,181,998	5	%		6,627,171	5	%		2,400,690	2	%
Africa		4,150,795	9	%		2,803,903	7	%		11,063,004	8	%		8,880,480	8	%
Total	$	47,316,308	100	%	$	40,992,329	100	%	$	133,284,729	100	%	$	105,258,158	100	%

All related-party transactions have been recorded at the amount of consideration established and agreed to by the related parties.

~~Assets~~Articulate ~~and~~Pty ~~liabilities~~Ltd, ~~are~~50% ~~not~~owned ~~separately~~by ~~analyzed~~Marla orGoodman ~~reported~~(wife toof the ~~CODM~~Company’s ~~and~~former ~~are~~Chief ~~not~~Executive ~~used~~Officer) ~~to assist in decisions surrounding resource allocation~~ and ~~assessment~~50% ofowned ~~segment~~by ~~performance~~Mr. ~~As such~~Goodman, anthe ~~analysis~~Company’s offormer ~~segment~~Chief ~~assets~~Executive ~~and liabilities has not been included in this financial information.~~Officer

~~NOTE~~On 20April –1, ~~EFFECTIVE~~2024, ~~TAX~~following ~~RATE~~the MeridianBet Acquisition, the Company assumed a March 1, 2018 License Agreement between Articulate and Golden Matrix, in which Articulate received a license from the Company to use the GM2 Asset technology and agreed to pay Golden Matrix a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system.

~~Our~~The ~~effective~~License ~~tax~~Agreement ~~rate~~ was ~~32.8%~~mutually ~~and~~terminated, ~~(130.2)%~~effective ~~for~~January ~~the three months ended September 30~~1, 2025. ~~and~~As ~~September~~of ~~30,~~March ~~2024~~31, ~~and~~2026 ~~(11.1)%~~ and ~~80.0%~~December ~~for the nine months ended September 30~~31, 2025 ~~and September 30~~, ~~2024, respectively. The change in~~ the ~~effective~~amount ~~income~~receivable ~~tax~~from ~~rate~~Articulate ~~for~~was ~~the~~$132,072 ~~three~~ and ~~nine months ended September 30~~$132,072, ~~2025 compared to the same periods in 2024 is primarily due to changes in the mix of our earnings and tax expenses between the U~~respectively.~~S. and foreign countries.~~

35Elray ~~Table~~Resources Inc., Mr. Goodman, the Company’s former CEO, serves as CEO & Director of ~~Contents~~Elray, and Ms. Feng, the Company’s COO, serves as Treasurer and Director of Elray.

~~NOTE~~On 21April -1, ~~COMMITMENTS~~2024, ~~AND~~the ~~CONTINGENCIES~~Company assumed a December 7, 2022, Software License Agreement between Golden Matrix and Elray Resources, Inc. (“Elray”), in which the Company granted Elray a license for the use and further distribution of certain of Golden Matrix’s online games. The license provides Elray the right to use the online games solely for the purpose of running an online blockchain casino enterprise.

~~Legal~~During ~~Matters~~the three months ended March 31, 2026, and 2025, revenues from Elray were $38,077 and $1,036, respectively. As of March 31, 2026 and December 31, 2025, the amount receivable from Elray was $79,758 and $40,508, respectively.

~~The~~Top ~~Company~~Level ~~may~~doo beSerbia ~~involved, from time to time, in litigation or other legal claims~~ and ~~proceedings~~Ino involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, and other related claims and vendor matters; however, none of the aforementioned matters are currently pending, except as discussed below. The Company believes that we are not exposed to matters that will individually, or in the aggregate, have a material adverse effect on our financial condition or results of operations. Network

~~Notwithstanding~~The ~~the~~accounts ~~above~~receivable-related party from Top Level doo Serbia and Ino Network, ~~the~~amounts ~~outcome~~to of$264,880 ~~litigation~~and is$274,873 ~~inherently~~as ~~uncertain.~~of IfMarch ~~one~~31, or2026, ~~more~~and ~~legal~~December ~~matters~~31, ~~were~~2025, ~~resolved~~respectively ~~against~~with the ~~Company~~largest inamount adue ~~reporting~~from ~~period~~Top ~~for~~Level ~~amounts~~d.o.o. Serbia in ~~excess~~the amount of ~~management’s~~$257,901 ~~expectations~~and $270,226, ~~the~~separately. ~~Company’s~~MeridianBet ~~financial~~Group ~~condition~~has ~~and~~no ~~operating~~ownership ~~results~~interest ~~for~~or ~~that~~control ~~reporting~~in ~~period~~Top ~~could~~Level bed.o.o. ~~materially~~Serbia, ~~adversely~~but ~~affected~~it does have common individual shareholders.

~~The~~NOTE ~~Company~~18 – is involved in a dispute with one of its Cyprus subsidiaries’ minority owners. Meridian Malta owns 51% of the Cypriot company, Fair Champions Meridian Ltd. (“Fair Champions”). Meridian Malta and the minority shareholders of Fair Champions are engaged in four related court actions, two of which (one from each side) seek the liquidation of that company. The proceedings are pending in the District Court of Limassol, cases General Application No. 378/2016; General Application No. 542/2020; Case No. 1080/2017; and Case No. 418/2017. The actions were initiated between September and February 2020. Given the parties’ petitions for relief, the ultimate liquidation of that entity is likely, though it is also possible the Court will engineer one set of parties buyout of the other. In the third action, the minority shareholders are asserting derivative claims on behalf of Fair Champions. In the fourth, Meridian Serbia has sued certain minority shareholders for misrepresentations made at the time of the Company Parties’ acquisition of its majority interest in Fair Champions. The MeridianBet Group is seeking reimbursement of the sum it paid for that interest. The Company is vigorously defending this dispute and believes that dispute will be resolved in the Company's favor and as such, a reserve has not been accrued.EQUITY

~~Meridian~~The ~~Malta~~historical isshareholders’ ~~participating~~equity inof aMeridianBet ~~dispute~~Group ~~with the Greek tax authorities~~ (~~acting through~~ the ~~Audit~~accounting ~~Centre~~acquirer ~~for~~/legal ~~Large Enterprises~~acquiree). ~~The~~prior ~~MeridianBet~~to ~~Group~~the ~~has~~reverse ~~conducted~~merger ~~business remotely~~ (~~i.e.,~~the ~~via~~MeridianBet ~~internet~~Acquisition) inhas ~~Greece~~been ~~through~~retrospectively ~~Meridian~~adjusted ~~Malta. Meridian Malta—like two dozen other remote betting entities—is locked in~~ (a tax dispute with the Greek tax authorities relating to tax years 2012 through 2014. The Greek authorities filed initial assessments, which Meridian Malta then appealed. The bases of the appeals included arguments that (irecapitalization) ~~Greece~~for ~~incorrectly assessed Meridian Malta’s tax liability; and (ii) Meridian Malta paid taxes on its Greek revenues in Malta, so it is exempt from further taxes under~~ the ~~two~~equivalent ~~countries’~~number ~~double taxation treaty. The appeals are at various stages~~ of ~~adjudication.~~shares ~~These~~received ~~actions,~~by ~~instituted in December 2018 and April 2019, are pending in~~ the ~~Administrative~~former ~~Court~~owners of ~~Appeal~~MeridianBet ofGroup Athens and the Supreme Court of Greece, respectively. The Company is vigorously defending this dispute and believes that dispute will be resolved in the Company's favor, but out of prudence, for the twelve months ended December 31, 2024, the Company had accrued a tax expense of $1,468,472 as anrequired ~~accrued~~under ~~liability~~ASC ~~for the said dispute~~805. ~~There is no change to the amount as of September 30, 2025.~~

~~The~~Preferred Company is in a dispute with Mr. Paul Hardman (one of the former owners of RKings) with regards to a certain consideration totaling approximately $626,450 (GBP 500,000) that he has alleged is still owed to him pursuant to a November 29, 2021 purchase agreement whereby the Company acquired an 80% ownership in RKings (the “RKings Purchase Agreement”), and which we allege was forfeited. That amount is accrued and included in the Company’s liabilities as of September 30, 2025. The Company’s dispute and claims against Mr. Hardman stem from breaches of the terms of the RKings Purchase Agreement by Mr. Hardman. The Company is vigorously pursuing the claim of breach of the acquisition agreement related to the purchase of RKings against Mr. Hardman; however, no formal legal action has been initiated by either party to date.Stock

The Company ishas ~~involved in various labor and tax-related disputes in the ordinary course of business. These matters include~~20, ~~but are not limited to~~000,000 ~~employee~~shares ~~claims, wage and hour disputes, and tax assessments by regulatory authorities. The majority~~ of ~~disputes relate to labor disputes with former employees of the Meridian Group, which represents more than 90% of all disputes~~$0.00001 ~~While~~par ~~the~~value ~~outcomes~~preferred ofstock such matters are inherently uncertain, based on current information and management’s assessment, none of these disputes are expected to have a material impact on the Company’s financial position, results of operations, or cash flowsauthorized. ~~The Company continues to monitor these matters and will update its disclosures as necessary should any material developments arise.~~

36As ~~Table~~of March 31, 2026, and December 31, 2025, 0 and 0 Series B preferred shares of ~~Contents~~par value $0.00001 were outstanding, respectively.

~~NOTE~~As 22of -March ~~MERIDIANBET~~31, ~~GROUP~~2026, ~~PURCHASE~~and ~~AGREEMENT~~December 31, 2025, 1,000 and 1,000 Series C Preferred Stock shares of par value $0.00001 were outstanding, respectively.

As ~~previously~~of ~~disclosed~~March ~~in “Note 22 – MeridianBet Group Purchase Agreement” to the consolidated financial statements included in the 2024 Annual Report~~31, ~~Golden Matrix Group~~2026, ~~Inc.~~and ~~(“GMGI”)~~December ~~completed its acquisition of 100% of the outstanding share capital of MeridianBet Group on April 9~~31, ~~2024 (effective as of April 1~~2025, ~~2024)~~19,998,000 ~~pursuant to the Amended~~ and ~~Restated~~19,998,000 ~~Sale~~shares ~~and Purchase Agreement~~ of ~~Share~~preferred ~~Capital~~stock ~~dated~~remained ~~June 27~~undesignated, ~~2023, as amended~~respectively.

~~The~~33 ~~total~~Table ~~preliminary purchase consideration was approximately $107.9 million, which included the issuance~~ of 82,141,857 shares of common stock, 1,000 shares of Series C Convertible Preferred Stock, $12 million in closing cash, and $15 million in promissory notes, as well as additional contingent and deferred cash consideration. The transaction was accounted for using the acquisition method in accordance with ASC 805, with MeridianBet Group identified as the accounting acquirer and GMGI as the accounting acquiree.Contents

~~The~~Common ~~fair value of the net assets acquired included approximately $30.2 million in intangible assets, $13.4 million in net tangible assets, and approximately $64.4 million of goodwill.~~ Stock

As ~~a result~~ of ~~the~~March ~~transaction~~31, ~~the~~2026, ~~Meridian~~and ~~Sellers~~December ~~became~~31, ~~the~~2025, ~~majority~~25,000,000 ~~shareholders~~and 25,000,000 shares of ~~GMGI~~common stock, ~~holding~~par ~~approximately~~value 69$0.2%00001 ofper ~~the~~share, ~~outstanding~~were ~~common~~authorized, ~~stock~~of ~~and~~which ~~67.0%~~12,640,919 ofand ~~the~~12,641,023 ~~voting~~shares ~~power~~were asissued ofand ~~the~~outstanding, ~~closing date~~respectively.

~~Additional~~Common ~~terms and governance arrangements, including the Series C Preferred~~ Stock, ~~Voting~~Transactions Agreement, Day-to-Day Management Agreement, and details on a Deferred Cash Convertible Promissory Note, are described in Note 22 to the 2024 Annual Report and have not materially changed as of September 30, 2025, other than repayments and conversions previously disclosed.

~~NOTE~~The 23Company –has ~~SUBSEQUENT~~accrued ~~EVENTS~~quarterly salaries of $429,077 payable to Zoran Milošević and $144,077 payable to Snežana Božović, which are expected to be settled in shares.

~~At-The-Market~~2018 ~~Offering~~Equity Incentive Plan

~~Subsequent~~The tofollowing ~~September~~table ~~30,~~represents ~~2025, and through~~ the ~~date of this report, the Company sold an aggregate of 577,418 shares of its common~~ stock ~~under~~option ~~the~~activity ~~Distribution~~for ~~Agreement at an average price of $1.07 per share, resulting in net proceeds of approximately $598,110 after deducting commissions. The shares were sold pursuant to~~ the ~~Company’s~~three ~~shelf~~months ~~registration~~ended ~~statement~~March ~~on Form S-3~~31, ~~and~~2026: ~~the related prospectus supplement filed with the Securities and Exchange Commission.~~

37 Table of Contents

Options	Number Outstanding		Weighted Average Exercise Price
Options Outstanding as of December 31, 2025		23,333	$	24.84
Options expired		-		-
Options exercised		-		-
Options Outstanding as of March 31, 2026		23,333	$	24.84
Options Exercisable as of March 31, 2026		23,333	$	24.84

The total compensation cost related to stock options granted was $0 and $0, for the three months ended March 31, 2026 and 2025, respectively.

2022 Equity Incentive Plan (the “2022 Plan”)

The 2022 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units, (v) stock awards; (vi) shares in performance of services; (vii) other stock-based awards; or (viii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors of the Company in its discretion shall deem relevant.

The following table represents Restricted Stock Unit (RSU) activity under the 2022 Plan for the three months ended March 31, 2026:

RSUs	Number Outstanding
RSUs Outstanding as of December 31, 2025		43,230
RSUs granted		-
RSUs forfeited		-
RSUs vested and settled in shares of common stock		-
RSUs Outstanding as of March 31, 2026		43,230

Table of Contents

2023 Equity Incentive Plan (the “2023 Plan”)

The 2023 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units, (v) stock awards; (vi) shares in performance of services; (vii) other stock-based awards; or (viii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors of the Company in its discretion shall deem relevant. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2023 Plan is the sum of (i) 416,666 shares, and (ii) an automatic increase on April 1st of each year for a period of nine years commencing on April 1, 2024 and ending on (and including) April 1, 2033, in an amount equal to the lesser of (A) five percent (5%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year (the “Evergreen Measurement Date”); and (B) 416,666 shares of common stock; provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. Notwithstanding the foregoing, no more than a total of 4,166,666 shares of common stock (or awards) may be issued or granted under the 2023 Plan in aggregate, and no more than 4,166,666 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options. On April 1, 2024, the number of shares eligible for issuance under the 2023 Plan increased automatically by 150,678 shares and on April 1, 2025, the number of shares eligible for issuance under the 2023 Plan increased by 302,666 shares (the Board of Directors took action prior to April 1, 2025, to limit the automatic increase under the 2023 Plan, which would have increased by 416,666 shares, to 302,666 shares, to take into account a total of 114,000 of awards made under the 2022 Plan, after the adoption of the 2023 Plan).

The following table represents the RSUs activity under the 2023 Plan for the three months ended March 31, 2026:

RSUs	Number Outstanding
RSUs Outstanding as of December 31, 2025		64,167
RSUs granted		-
RSUs forfeited		(26,063	)
RSUs vested		(26,521	)
RSUs Outstanding as of March 31, 2026		11,583

The total compensation cost related to RSUs was $248,057 and $767,527 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 19 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

The Company operates its business through three operating segments – MeridianBet Group, GMAG, RKings & CFAC (discussed in greater detail below), which are based on its business activities and organization. The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources as well as in assessing performance.

The Company’s three reportable segments are as follows:

	·	MeridianBet Group – This segment includes revenues from retail sports betting, retail casinos, online sports betting, online casinos, and bars operated by MeridianBet Group companies across Serbia, Bosnia, Montenegro, Africa, Central and South America, and other European regions.
	·	GMAG – This segment generates revenue through the Company’s resale of third-party gaming content, primarily serving customers in the Asia-Pacific region.
	·	RKings & CFAC – This segment includes revenues from pay-to-enter prize competitions and trade promotions, conducted through RKings in the UK and Classics in Australia.

Table of Contents

In addition to these reportable segments, the Company has certain corporate costs that are not directly attributable to its brands and, therefore, are not allocated to its segments. Such costs primarily include certain share-based compensation, and holding company expenses including administrative, legal fees, audit fees, and filing fees. In addition, certain other costs are not allocated to segments, including impairment costs, and restructuring costs which include charges or expenses attributable to acquisition-related costs. The segment structure is consistent with how the Company’s CODM plans and allocates resources, manages the business and assesses performance. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.

The following table presents the key performance information of the Company’s reportable segments:

	For the three months ended
	March 31, 2026
	MeridianBet Group			GMAG			RKings & CFAC			Total

Revenues		34,863,031			3,133,292			12,107,547			50,103,870
Cost of revenue		(10,716,303	)		(2,070,924	)		(9,172,403	)		(21,959,630	)
Segment gross profit		24,146,728			1,062,368			2,935,144			28,144,240

Less:
Selling, general and administrative expenses		4,295,523			562,333			545,729			5,403,585
Salaries and wages		5,945,922			425,406			336,335			6,707,663
Professional fees		593,879			37,311			25,900			657,090
Marketing expenses		4,504,926			258,954			1,628,573			6,392,453
Rents and utilities		2,156,687			42,648			42,921			2,242,256
Bad debt expense		15,763			86,413			-			102,176
Segment income/(loss) from operations		6,634,028			(350,697	)		355,686			6,639,017

Less:
Holding company expenses											772,706
Stock-based compensation expenses											248,057
Depreciation expenses											1,435,955
Amortization expenses											1,025,175
Total income (loss) from operations											3,157,124

Total revenues by geographic region are as follows:

	For the three months ended
	March 31, 2026		March 31, 2025
UK	$	9,948,603	$	8,851,350
Europe (UK-Excl.)		27,677,492		22,873,461
Central and South America		2,797,565		1,886,214
Asia Pacific (Australia Excl.)		2,440,899		3,141,567
Australia		2,158,944		2,453,347
Africa		5,080,367		3,517,114
Total	$	50,103,870	$	42,723,053

Assets and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial information.

Table of Contents

NOTE 20 – EFFECTIVE TAX RATE

We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was 24.3% and 56.5% for the three months ended March 31, 2026 and 2025, respectively. The decrease in the effective tax rate for the three months ended March 31, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.

NOTE 21 – COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company may be involved, from time to time, in litigation or other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, and other related claims and vendor matters; however, none of the aforementioned matters are currently pending, except as discussed below. The Company believes that we are not exposed to matters that will individually, or in the aggregate, have a material adverse effect on our financial condition or results of operations.

Notwithstanding the above, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

The Company is involved in a dispute with one of its Cyprus subsidiaries’ minority owners. Meridian Malta owns 51% of the Cypriot company, Fair Champions Meridian Ltd. (“Fair Champions”). Meridian Malta and the minority shareholders of Fair Champions are engaged in two related court actions. They were also engaged in another two court actions (one from each side) in which they were seeking the liquidation of Fair Champions. These liquidations applications were closed without damages. The former proceedings are pending in the District Court of Limassol, Cyprus, being 1) Case No. 1080/2017, filed on 08/05/2017; and 2) Case No. 418/2017, filed on February 17, 2017. In the first action, the minority shareholders asserted derivative claims on behalf of Fair Champions. In the second action, Meridian Serbia sued certain minority shareholders for misrepresentations made at the time of the Company’s acquisition of its majority interest in Fair Champions. MeridianBet Group is seeking reimbursement of the sum it paid for that interest. The Company is vigorously defending this dispute and believes that dispute will be resolved in the Company's favor, and as such, a reserve has not been accrued.

Meridian Malta is carrying out a dispute with the Greek tax authorities (acting through the Audit Centre for Large Enterprises), before the competent Greek Courts. The MeridianBet Group has conducted business remotely (i.e., via internet) in Greece through Meridian Malta. Meridian Malta—like two dozen other remote betting entities—is locked in a tax dispute with the Greek tax authorities relating to tax years 2012 through 2014. The Greek authorities issued initial assessments, which Meridian Malta then appealed. The bases of the appeals included arguments that (i) Greece unlawfully assessed Meridian Malta’s tax liability; and (ii) Meridian Malta paid taxes on its Greek revenues in Malta, so it is exempt from further taxes under the two countries’ double taxation treaty. The appeals are at various stages of adjudication. These actions, instituted in December 2018 and April 2019, are pending in the Administrative Court of Appeal of Athens and the Supreme Court of Greece, respectively. The Company is vigorously defending this dispute and believes that the dispute will be resolved in the Company's favor, but out of prudence, the Company has accrued a tax expense of $1,468,472 for the said dispute.

The Company is in a dispute with Mr. Paul Hardman, one of the former owners of RKings, regarding certain consideration totaling approximately $626,450 (GBP 500,000) that Mr. Hardman has alleged remains payable to him pursuant to the RKings Purchase Agreement, and which the Company contends was forfeited. This amount is accrued and included in the Company’s liabilities. The Company’s dispute and related claims arise from alleged breaches of the terms of the RKings Purchase Agreement by Mr. Hardman. While no formal legal proceedings have been initiated by either party to date, the Company is actively pursuing resolution of the matter. Based on a settlement proposal received from legal counsel, the Company expects to resolve the dispute for at most approximately GBP 170,000 (approximately $230,000).

The Company is involved in various labor and tax-related disputes in the ordinary course of business. These matters include, but are not limited to, employee claims, wage and hour disputes, and tax assessments by regulatory authorities. The majority of disputes relate to labor disputes with former employees of the MeridianBet Group, which represents more than 90% of all disputes. While the outcomes of such matters are inherently uncertain, based on current information and management’s assessment, none of these disputes are expected to have a material impact on the Company’s financial position, results of operations, or cash flows. The Company continues to monitor these matters and will update its disclosures as necessary should any material developments arise.

Table of Contents

NOTE 22 – MERIDIANBET GROUP PURCHASE AGREEMENT

On January 12, 2023, Golden Matrix entered into a Sale and Purchase Agreement of Share Capital (the “Original Purchase Agreement”) with the Meridian Sellers, the owners of MeridianBet Group.

On June 28, 2023, Golden Matrix entered into an Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, with the Meridian Sellers on June 28, 2023 (as amended from time to time, the “A&R Purchase Agreement”).

On April 9, 2024, the MeridianBet Acquisition was completed, and Golden Matrix acquired 100% of MeridianBet Group, effective for all purposes as of April 1, 2024. In connection with the MeridianBet Acquisition, on April 9, 2024, Golden Matrix (A) issued 6,845,154 restricted shares of Golden Matrix’s common stock to the Meridian Sellers and 1,000 shares of Golden Matrix’s Series C Preferred Stock; (B) paid the Meridian Sellers $12 million in cash; and (C) issued the Meridian Sellers $15 million in Promissory Notes, payable $13,125,000 to Aleksandar Milovanović, $1,250,000 to Zoran Milošević and $625,000 to Snežana Božović.

Pursuant to the terms of the MeridianBet Purchase Agreement, Golden Matrix was also required to pay the Meridian Sellers: (1) $18 million in cash by April 26, 2024 (provided that failure to pay such amounts by April 26, 2024 was to result in such unpaid amounts accruing interest at the rate of 3% per annum, from the April 1, 2024 effective date of the MeridianBet Acquisition, until paid in full) (the “Deferred Cash Consideration”); (2) the additional sum of (i) $5,000,000 and (ii) 416,666 restricted shares of common stock (the “Contingent Shares” and collectively, the “Contingent Post-Closing Consideration”) which was due to the Meridian Sellers within five business days following the Determination Date (defined below) if (and only if) the Company has determined that each of the Post-Closing Conditions (defined below) have been satisfied, which Post-Closing Contingent Shares have an agreed aggregate value of $15,000,000, and (3) the additional sum of $20,000,000 of which $10,000,000 is due 12 months after the closing date and $10,000,000 is due 18 months after the closing date (“Non-Contingent Post-Closing Cash Consideration”).

Promissory Notes

The Notes in the aggregate amount of $15,000,000 accrue interest at seven percent (7%) per annum (twelve percent (12%) upon the occurrence of an event of default); with monthly interest payments of all accrued interest due on the first day of each calendar month until the maturity date of such Notes; and provide for all outstanding principal and unpaid interest due and payable in full 24 months after the closing date. If we fail to make any payment of principal, interest or other amount due under the Notes within three business days of the date due and payable, we agreed to pay the holder of the Note a late charge equal to 8% of the amount of such payment which was not paid.

Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital and Related Transactions

On June 17, 2024, and effective on April 9, 2024, the Company and the Meridian Sellers entered into a Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Fourth Amendment”), which amended the MeridianBet Purchase Agreement to (a) clarify the previous payment of $11 million of the Deferred Cash Consideration to the Meridian Sellers on or around May 17th or May 20, 2024; (b) provide that $4 million of the Deferred Cash Consideration would be satisfied by the issuance of shares of common stock of the Company pursuant to a June 2024 Debt Conversion Agreement; (c) provide that $3 million of the Deferred Cash Consideration would be satisfied by the entry into a “Deferred Cash Convertible Promissory Note”, discussed below; and (d) waive all interest which accrued on the $18 million of deferred cash consideration pursuant to the terms of the MeridianBet Purchase Agreement. The Deferred Cash Convertible Promissory Note does not accrue interest unless an event of default thereunder occurs and upon an event of default accrues interest at 12% per annum. The full amount of the note was due and payable on December 17, 2025, unless earlier paid. Milovanović had the right, from time to time, to declare up to $2 million of the principal amount of the note to be due and payable, prior to January 1, 2025, upon written notice to the Company, after which the Company has three days to pay such amount(s).

Table of Contents

The Deferred Cash Convertible Promissory Note is convertible into shares of common stock of the Company, at any time, from time to time, at the option of Milovanović, with written notice to the Company, based on a conversion price, determined at the option of Milovanović of either (A) (i) the average closing sales price of the Company’s common stock on the Nasdaq market over the thirty trading day period ending on the trading day immediately preceding the date of the conversion notice; (ii) minus a discount of 15%; or (B) $36.00, subject to a floor of $24.00 per share.

Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital

As part of the consideration for the MeridianBet Acquisition, we agreed to pay the Meridian Sellers (i) $5,000,000 (the “Contingent Cash Consideration”) and (ii) 416,666 restricted shares of common stock (the “Contingent Shares”) which were due to the Meridian Sellers within five business days following the Determination Date (defined below) if (and only if) the Company determined that each of the Post-Closing Conditions (defined below) were met. For purposes of the foregoing, the “Determination Date” means the date that is six months after the closing date of the MeridianBet Purchase Agreement (April 9, 2024) and the “Contingent Post-Closing Conditions” are as follows: the Meridian Sellers and their affiliates are not then in default in any of their material obligations, covenants or representations under the MeridianBet Purchase Agreement, any of the transaction documents, or any other agreement with the Company beyond any applicable cure periods therein, as confirmed by Meridian Sellers in a signed writing delivered to the Company and verified by the Company within five business days thereafter.

On October 1, 2024, and effective on October 1, 2024, we and the Meridian Sellers entered into a Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Fifth Amendment”), which amended the MeridianBet Purchase Agreement to (a) provide that the Company had the option, in its sole discretion, to accelerate the issuance of the Contingent Shares; and (b) to satisfy the payment of the Contingent Cash Consideration owed to the Meridian Sellers as follows: (A) Milovanović – a total of $2,000,000 of the Contingent Cash Consideration due to Milovanović was agreed to be satisfied in shares of Company common stock, pursuant to the terms of the October 2024 Debt Conversion Agreement, defined below, and the remaining $2,625,000 of Contingent Cash Consideration due to Milovanović, was agreed to be deferred until at least November 9, 2024, and shall thereafter be payable upon written demand by Milovanović to the Company, within two (2) business days; (B) Milošević – a total of $100,000 of the Contingent Cash Consideration due to Milošević was agreed to be satisfied in shares of Company common stock pursuant to the terms of the October 2024 Debt Conversion Agreement, and the Company agreed to pay the remaining $150,000 of Contingent Cash Consideration due to Milošević, at the rate of $50,000 per month, on each of October 1, 2024, November 1, 2024 and December 1, 2024; and (C) Božović – a total of $25,000 of the Contingent Cash Consideration due to Božović was agreed to be satisfied in shares of Company common stock, pursuant to the terms of the October 2024 Debt Conversion Agreement, and the Company agreed to pay the remaining $100,000 of Contingent Cash Consideration due to Božović, at the rate of $50,000 per month, on each of October 1, 2024 and November 1, 2024. The remaining $2,875,000 of Contingent Cash Consideration due to the Meridian Sellers as discussed above after the consummation of the transactions contemplated by the October 2024 Debt Conversion Agreement is defined herein as the “Contingent Cash Payable”. No gains or losses were recorded due to the amendment.

October 2024 Debt Conversion Agreement

Also on October 1, 2024, the Company entered into a Debt Conversion Agreement (the “October 2024 Debt Conversion Agreement”) with each of the Meridian Sellers. Pursuant to the October 2024 Debt Conversion Agreement, the Company and (a) Milovanović agreed to convert an aggregate of $2,000,000 of the Contingent Cash Consideration payable to Milovanović into 83,333 shares of common stock of the Company, based on a conversion price of $24.00 per share; (b) Milošević agreed to convert an aggregate of $100,000 of the Contingent Cash Consideration payable to Milošević into 3,623 shares of common stock of the Company, based on a conversion price of $27.60 per share, the closing sales price of the Company’s common stock on October 1, 2024, the date the October 2024 Debt Conversion Agreement became binding on all parties, since the agreement became binding after 4:00 p.m. Eastern Time on such day, which closing sales price was equal to the closing consolidated bid price on such trading day (the “Related Party Conversion Price”); and (c) Božović agreed to convert an aggregate of $25,000 of the Contingent Cash Consideration payable to Božović into 905 shares of common stock of the Company, based on a conversion price equal to the Related Party Conversion Price.

Table of Contents

Pursuant to the October 2024 Debt Conversion Agreement, which included customary representations and warranties of the parties, the Meridian Sellers agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of the portions of the Contingent Cash Consideration payable to such persons.

Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital

On, and effective on, April 9, 2025, we and the Meridian Sellers entered into a Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Sixth Amendment”), which amended the MeridianBet Purchase Agreement to (a) confirm that $179,540 of the Non-Contingent Post-Closing Cash Consideration had already been paid by the Company subsequent to the Closing Date and prior to April 9, 2025; (b) provide that a total of: (i) $9,445,460 of Non-Contingent Post-Closing Cash Consideration owed to Milovanović (i.e., the entire remaining amount of the Non-Contingent Post-Closing Cash Consideration owed to Milovanović) would be converted into common stock of the Company, pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Company and Milovanović on or around April 9, 2025 (the “First Post-Closing Cash Conversion Agreement”), and (ii) provide that $100,000 owed to Milošević and $25,000 owed to Božović would be converted into common stock of the Company, pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Company and Milošević and Božović on or around April 9, 2025 (the “Second Post-Closing Cash Conversion Agreement”, and together with the First Post-Closing Cash Conversion Agreement, the “Post-Closing Cash Conversion Agreements”); and (c) provide that the remaining unpaid amount of the Non-Contingent Post-Closing Cash Consideration owed to Milošević ($150,000) and Božović ($100,000) would be due and payable by the Company on or before October 9, 2025.

Seventh Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital

On, and effective on, August 21, 2025, we and the Meridian Sellers entered into a Seventh Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Seventh Amendment”), which amended the MeridianBet Purchase Agreement to (a) confirm that $9,700,000 of the 12 Month Non-Contingent Post-Closing Cash Consideration had already been paid by the Company subsequent to the Closing Date and prior to August 21, 2025; (b) confirm that $100,7000 of the 18 Month Non-Contingent Post-Closing Cash Consideration had already been paid by the Company subsequent to the Closing Date and prior to August 21, 2025; (c) provide that a total of: (i) $200,000 of 18 Month Non-Contingent Post-Closing Cash Consideration owed to Milovanović would be converted into common stock of the Company, pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Company and the Sellers on or around August 21, 2025 (the “Cash Conversion Agreement”), and (ii) provide that $30,000 owed to Milošević and $30,000 owed to Božović of the 12 Month Non-Contingent Post-Closing Cash Consideration would be converted into common stock of the Company, pursuant to the Cash Conversion Agreement; and (d) provide that the remaining unpaid amount of the 12 Month Non-Contingent Post-Closing Cash Consideration and 18 Month Non-Contingent Post-Closing Cash Consideration owed to the Sellers would be due and payable by the Company on or before October 9, 2025. The payment of the 18 Month Non-Contingent Post-Closing Cash Consideration was subsequently extended to October 9, 2026.

Eighth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital

On September 9, 2025, and effective on, August 29, 2025, we and the Sellers entered into an Eighth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Eighth Amendment”), which amended the MeridianBet Purchase Agreement to provide that a total of $500,000 of the 18 Month Non-Contingent Post-Closing Cash Consideration owed by the Company to Milovanović would be converted into shares of the Company’s common stock pursuant to a Post-Closing Cash Consideration Conversion Agreement.

Between September 9, 2025 and September 26, 2025, the Company issued an aggregate of 38,716 shares at an average conversion price of $12.90 per share.

Table of Contents

Ninth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital

On November 7, 2025, and effective on, October 9, 2025, we and the Sellers entered into a Ninth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated October 28, 2025 (the “Ninth Amendment”), which amended the MeridianBet Purchase Agreement to provide that a total of $8,000,000 of the 18 Month Non-Contingent Post-Closing Cash Consideration owed by the Company to Milovanović would be converted into shares of the Company’s common stock pursuant to a Post-Closing Cash Consideration Conversion Agreement.

On November 7, 2025, the Company issued 666,666 shares at a conversion price of $12.00 per share.

Series C Preferred Stock

On April 4, 2024, in contemplation of the closing of the transactions contemplated by the MeridianBet Purchase Agreement, and pursuant to the power provided to Golden Matrix by the Articles of Incorporation of Golden Matrix, as amended, Golden Matrix’s Board of Directors approved the adoption of, and filing of, a Certificate of Designation of Golden Matrix. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Preferred Stock (the “Series C Designation”), which was filed with, and became effective with, the Secretary of State of Nevada on the same date. The Series C Designation designated 1,000 shares of Series C Preferred Stock. The 1,000 shares of Series C Preferred Stock were issued to the Meridian Sellers at the closing of the transactions contemplated by the MeridianBet Purchase Agreement.

The below is a summary of the rights and preferences of the Series C Preferred Stock:

Voting Rights. The holders of the Series C Preferred Stock, voting as a class, vote together with the holders of the Company’s common stock on all shareholder matters. At each vote, each share of Series C Preferred Stock entitles the holder 625 votes on all matters presented to the Company’s shareholders for a vote of shareholders, whether such vote is taken in person at a meeting or via a written consent (625,000 votes in aggregate for all outstanding shares of Series C Preferred Stock).

Additionally, for so long as (a) the Company’s Board of Directors has at least five members; and (b) the Meridian Sellers collectively beneficially own more than 40% of the Company’s outstanding common stock (without taking into account shares voted by, or convertible into pursuant to, the Series C Preferred Stock) and for so long as the Series C Preferred Stock is outstanding, the holders of the Series C Preferred Stock, voting separately, have the right to appoint two members to the Company’s Board of Directors. If (x) the Company’s Board of Directors has less than five members, or (y) the Meridian Sellers ever collectively beneficially own 40% or less of the Company’s outstanding common stock, the holders of the Series C Preferred Stock, voting separately, have the right to appoint one member to the Board of Directors. The holders of the Series C Preferred Stock also have the sole right to remove such persons appointed by the Series C Preferred Stock and to fill vacancies of such appointees.

See also the following table summarizing the above director appointment rights provided to the holders of the Series C Preferred Stock:

Percent Beneficial Ownership of Common Stock held by the Meridian Sellers	Total Directors on the Board of Directors	Total Directors the Holders of the Series C Preferred Stock Can Appoint
Greater than 40%	Five	Two
Greater than 40%	Less than five	One
40% or less, but at least 10%	Any number	One
Less than 10%	Any number	None (because under that threshold, the Series C Preferred Stock automatically converts into common stock, meaning the Director-appointment right terminates)

Table of Contents

The Series C Preferred Stock also requires the consent of the holders of at least a majority of the issued and outstanding shares of Series C Preferred Stock to (i) amend any provision of the designation of the Series C Preferred Stock, (ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of any preferred stock of the Company, (iii) adopt or authorize any new designation of any preferred stock, (iv) amend the Articles of Incorporation of the Company in a manner which adversely affects the rights, preferences and privileges of the Series C Preferred Stock, (v) effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into shares of Series C Preferred Stock, (vi) issue any additional shares of preferred stock, or (vii) alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely the shares of Series C Preferred Stock.

Dividend Rights. None.

Liquidation Preference. None.

Conversion Rights. The holders of the Series C Preferred Stock have the right to convert each share of Series C Preferred Stock into shares of the Company’s common stock at a conversion rate equal to one-twelfth (1/12) of a share of the Company’s common stock for each share of Series C Preferred Stock, subject to further adjustment as provided in the Certificate of Designation, including adjustments for stock splits, reverse stock splits, and similar recapitalizations.

The Series C Preferred Stock also provides for the automatic conversion of all outstanding shares of Series C Preferred Stock into common stock of the Company, at the then-effective conversion rate, on the date that the aggregate beneficial ownership of the Company’s common stock (calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended), calculated without regard to any shares of common stock issuable upon conversion of the Series C Preferred Stock, of the Meridian Sellers (collectively), falls below 10% of the Company’s common stock then outstanding, determined without giving effect to the shares of common stock issuable upon conversion of the Series C Preferred Stock, or on the first business day thereafter that the Company becomes aware of such event.

Redemption Rights. None.

Transfer Rights. The Series C Preferred Stock is not transferrable by the Meridian Sellers.

Nominating and Voting Agreement

On April 9, 2024, as a required term of, and in connection with, the closing of the MeridianBet Purchase Agreement, the Company entered into a Nominating and Voting Agreement (the “Voting Agreement”) between the Company, Anthony Brian Goodman, the Company’s then Chief Executive Officer and director, Luxor Capital LLC, which is owned and controlled by Mr. Goodman, and each of the Meridian Sellers.

Pursuant to the Voting Agreement, the Meridian Sellers and Mr. Goodman agreed for two years following the closing of the MeridianBet Purchase Agreement (i.e., until April 9, 2026) to:

	(1)	vote their voting shares of the Company “For” appointment of those director nominees, nominated to the Board of Directors from time to time by the independent Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Committee”) which Committee is required to be composed of two members (one appointed by the members of the Board of Directors not appointed by the Meridian Sellers and one appointed by the member(s) of the Board of Directors appointed by the Meridian Sellers); and

	(2)	not vote their shares to remove any directors nominated by the Committee, subject to certain rights to withhold votes for certain persons disqualified from serving as a member of the Board of Directors as described in the Voting Agreement.

Table of Contents

The Voting Agreement also included restrictions on the ability of the Meridian Sellers to transfer shares of the Company which they hold, unless such transferees entered into a joinder to the Voting Agreement and included a provision allowing any member of the Board nominated by the Meridian Sellers to share confidential information with the Meridian Sellers, but otherwise prohibiting them from sharing such confidential information with any other person.

The Voting Agreement expired pursuant to its terms on April 9, 2026.

Day-to-Day Management Agreement

Also on April 9, 2024, as a required term of, and in connection with, the closing of the MeridianBet Purchase Agreement, Golden Matrix and Zoran Milošević (one of the Meridian Sellers) entered into a Day-to-Day Management Agreement (“Management Agreement”), which prohibits the Company or its executives from materially interfering in the operation of the business of, and day-to-day operations of, the MeridianBet Group by its current leadership (i.e., Mr. Milošević, as Chief Executive Officer of MeridianBet Group), while the Voting Agreement is in place. The purpose of the agreement is to ensure the continued running of the MeridianBet Group in the ordinary course, for a finite period of time, by one or more individuals who (i) have grown such entities to their current, profitable levels, earning them an important level of corporate and business knowledge; and (ii) have the native-language abilities to easily communicate with mid-level and low-level employees, among other material advantages. The violation of that materiality-based restriction would also raise an option for the Meridian Sellers to suspend or terminate (at their discretion) the Voting Agreement. The Management Agreement does not, other than in connection with the day-to-day operations of MeridianBet Group, restrict the Board of Directors or management’s ability to manage MeridianBet Group or the Company as a whole.

Pursuant to the Management Agreement, Mr. Milošević serves as the manager of MeridianBet Group and supervises and directs the day-to-day operation of MeridianBet Group as Chief Executive Officer thereof. The initial term of the Management Agreement is two years (i.e., until April 9, 2026), unless otherwise extended with the mutual agreement of the parties. Mr. Milošević has the right to terminate the Management Agreement immediately upon the termination of the Voting Agreement; and Mr. Milošević has the right to terminate the Voting Agreement immediately upon the expiration or termination of the Management Agreement.

If Mr. Milošević were to pass away, become materially disabled, or cease to be our or a MeridianBet Group employee during the term of the Management Agreement, then the Management Agreement would not terminate, and instead the other Meridian Sellers would have the right to substitute another person in Mr. Milošević’s role.

In consideration for the services agreed to be provided by Mr. Milošević under the Management Agreement, the Company will pay Mr. Milošević $10 per year.

Pursuant to the Management Agreement, at least once per calendar year, but more frequently at the request of Mr. Milošević and/or the Company’s Chief Executive Officer (the “CEO”)(but not more frequently than semi-annually), Mr. Milošević shall prepare a budget for the upcoming year (or such shorter period as the parties may in their discretion determine) for MeridianBet Group (the “Budget”), which is required to be approved by the CEO.

The Management Agreement expired pursuant to its terms on April 9, 2026.

Reverse Merger

Immediately following the MeridianBet Acquisition, the Meridian Sellers collectively owned approximately 69.2% of the Company’s outstanding shares of common stock (with Milovanović owning 58.8%), and 67.0% of the Company’s outstanding voting shares (with Milovanović owning 57.0%). As a result of the MeridianBet Acquisition, the Meridian Sellers became the majority stockholders of the Company and received rights to appoint certain persons to the Board of Directors of the Company pursuant to the Series C Preferred Stock (as discussed in greater detail above under “Series C Preferred Stock”).

Table of Contents

The MeridianBet Acquisition has been accounted for as a business combination for accounting purposes, with MeridianBet Group being deemed the accounting acquirer and Golden Matrix being deemed the accounting acquiree. Therefore, the historical basis of MeridianBet Group’s assets and liabilities have not been remeasured as a result of the acquisition. As described more fully in “Note 1 – Basis of Presentation and Accounting Policies” and above, the assets and liabilities of Golden Matrix have been recorded at their fair value at the acquisition date and are included in the Company’s consolidated financial statements. In identifying MeridianBet Group as the acquiring entity, the companies considered the structure of the acquisition, the relative equity ownership and the largest portion of the voting rights, in the combined companies after the closing of the acquisition, along with the composition of the board of directors.

The consolidated financial information has been prepared using the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”), which requires, among other things, that assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting uses the fair value concepts defined in ASC Topic 820, “Fair Value Measurement” (“ASC 820”). The preliminary fair value of purchase consideration for the acquisition has been allocated to the assets acquired and liabilities assumed based on a preliminary valuation of their respective fair values and may change when the final valuation of the assets acquired and liabilities assumed is determined.

The following is an estimate of the allocation of the purchase price to acquired identifiable assets and assumed liabilities:

Purchase Price Allocation	Amounts
Cash and cash equivalents	$	17,355,360
Account receivable, net		4,321,191
Inventory, prizes		2,408,020
Property, plant & equipment		37,518
Other assets		540,764
liabilities		(11,290,438	)
Net tangible assets		13,372,415
Goodwill		64,360,526
Intangible assets		30,210,000
Fair value of total estimated purchase consideration transferred	$	107,942,941

The total purchase consideration was approximately $107.9 million, which included the issuance of 6,845,154 shares of common stock, 1,000 shares of Series C Convertible Preferred Stock, $12 million in closing cash, and $15 million in promissory notes, as well as additional contingent and deferred cash consideration. The transaction was accounted for using the acquisition method in accordance with ASC 805, with MeridianBet Group identified as the accounting acquirer and Golden Matrix as the accounting acquiree.

NOTE 23 – SUBSEQUENT EVENTS

Shares Issued for Vested RSUs

Subsequent to March 31, 2026, and through the date of this report, 28,560 shares were issued in settlement of vested RSUs.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General Information

The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, ~~2024~~2025 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 2431, ~~2025~~2026 as part of our Annual Report on Form 10-K for the year ended December 31, ~~2024, as filed with the Securities and Exchange Commission on March 24,~~ 2025 (the “~~2024~~2025 Annual Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our ~~2024~~2025 Annual Report.

On April 9, 2024 (the “Closing Date”), Golden Matrix Group, Inc. (the “Company”, “we” and “us”), consummated the transactions contemplated by that certain June 30, 2023, Amended and Restated Sale and Purchase Agreement of Share Capital (as amended and restated from time to time, the “Purchase Agreement”), between the Company and Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”), the owners of the MeridianBet Group. On the Closing Date, the Company acquired 100% of MeridianBet Group (the “Meridian Purchase”), effective for all purposes as of April 1, 2024. The Meridian Purchase was accounted for as a reverse merger. As a result, all historical financial information presented in the unaudited consolidated financial statements in this report represents the accounts of MeridianBet Group as if MeridianBet Group is the predecessor to the Company. References to “Golden Matrix” refer to the Company prior to the Purchase which was effective as of April 1, 2024.

Statements made in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are subject to forward-looking statements and various risks and should be read in connection with the “Special Note Regarding Forward-Looking Statements”, above and “Risk Factors”, described below and incorporated by reference into this Report, as described below.

As used in this Report, “EUR”, “€” or “Euros” means the official currency of the member states of the European Union; “GBP”, “£” or “Pounds” means the currency of the United Kingdom and its associated territories; “USD”, “$” or “dollars” means U.S. dollars; “RSD” or “dinars” means the Serbian Dinar, the official currency of Serbia; “AUD” means Australian dollars, “BRL” or “R$” means the Brazilian Real, the official currency of Brazil, “PEN” means the Peruvian Sol, the official currency of Peru, and “TZS” means the Tanzanian Shilling, the official currency of Tanzania, provided that all dollar amounts in this Report are in U.S. dollars unless otherwise stated.

Our Business

We (i) operate online sports betting, online casino, and gaming operations in more than 15 jurisdictions across Europe, Africa and Central and South America, (ii) are an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offer pay-to-enter prize competitions in the United Kingdom (UK) and lead trade promotions in Australia, providing members with free prizes.

Online Sports Betting, Online Casino, And Gaming Operations

We are a well-established brand and operator in the sports betting and gaming industry, spanning across over 15 markets in Europe, Central and South America, and Africa. We employ approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, ~~online~~slot ~~casino games~~machines, and virtual games. Of those 700 shops, approximately ~~250~~260 are owned by our subsidiaries and approximately ~~450~~440 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, our online casino revenue has grown significantly over the past several years.

38 Table of Contents

Our proprietary technology enables the development of scalable systems capable of operating in multiple jurisdictions and currencies, all the while leveraging the same technical infrastructure for odds setting and risk management. Our technology platform ensures consistency in odds setting and risk management across all the markets that they operate in.

Additionally, our approach to our markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS ~~(Short Message Service)~~, SST ~~(Simplified Service Text)~~, and USSD ~~(Unstructured Supplementary Service Data)~~ applications (discussed in greater detail below) and technologies (as well as customary retail operations). This omni-channel approach seeks to ensure that consumers can access our offerings in different ways, but is also, in certain jurisdictions, essential to overcoming some of the technological challenges faced by consumers in those territories. This approach ensures our customers across diverse regions and connectivity levels can engage with our content and have the same level of user experience.

AMore ~~significant component of our revenue is derived from our comprehensive sports betting offerings~~specifically, which cover over 800 different leagues, providing more than 11 million bets on over 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and our ~~proprietary~~technological ~~risk management~~ platforms. include:

	·	iOS and Android services: We offer dedicated mobile applications for both iOS and Android users, providing a seamless and user-friendly experience for those who prefer betting on the go.

	·	Mobile Browser: Our mobile website is optimized for various mobile browsers, ensuring that customers can access these services conveniently from their mobile devices, even without the need for a dedicated app.

	·	Desktop: For customers who prefer a traditional desktop experience, we offer a comprehensive desktop platform that provides a wide range of betting options.

	·	SMS (Short Message Service): In regions with limited internet connectivity, such as parts of Africa, we offer SMS betting services. Customers can place bets and receive updates through text messages, making sports betting accessible to a broader audience.

	·	SST (Simplified Service Text): Similar to SMS, SST allows customers to place bets and receive information via text messages, ensuring that users with basic mobile phones or limited internet access can still enjoy our services.

	·	USSD (Unstructured Supplementary Service Data): USSD is a critical channel in regions where internet access is limited. It enables users to interact with our platform through a simple, menu-based system on their mobile phones. Customers can place bets, check odds, and manage their accounts using USSD, providing inclusivity in markets with varying levels of technological infrastructure.

Table of Contents

A significant component of our revenue is derived from our comprehensive sports betting offerings, which cover over approximately 800 different leagues, providing more than approximately 11 million bets on over approximately 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and risk management platforms are proprietary to us.

Our sports betting services cover a wide range of sports, events, and markets to cater to diverse player local preferences. They offer betting options for traditional sports such as soccer (football), basketball, tennis, table tennis, volleyball, handball, ice hockey, American football, baseball, rugby, cricket, horse racing, and more. Additionally, they provide opportunities for betting on emerging trends like e-football and e-sports. In addition to conventional sports, our portfolio extends to niche markets like futsal, floorball, snooker, badminton, beach volleyball, darts, water polo, golf, biathlon, cycling, boxing, martial arts, alpine skiing, skiing, Formula 1, motor sports, NASCAR, kabaddi, and even sports specials related to major competitions. Moreover, we offer betting on political events where regulatory conditions permit, and even allow customers to propose their own bets, provided they meet ethical and legal requirements and are measurable.

WeOur ~~offer~~innovative ause ~~diverse and multifaceted portfolio~~ of ~~betting~~machine ~~options~~learning ~~that~~technologies ~~extends~~within ~~beyond~~our ~~traditional~~platform ~~sports~~serves ~~betting.~~enhanced Wecustomer ~~offer~~experiences aby ~~portfolio~~offering oftailored ~~gaming~~bets ~~products including casino games, slots, roulette,~~ and ~~other~~continuously ~~random~~updated ~~number~~odds ~~generator~~over ~~(RNG)~~an ~~games.~~extensive Werange ~~also~~of own our own casino development studio, which has thus far produced 52 slot games, which are available online, where regulatory approval is granted, catering to customers on its proprietary casino platformevents. ~~RNG~~This ~~games~~significantly ~~are~~reduces ~~games in which~~ the ~~outcome~~requirement isfor ~~determined~~manual byoversight aand ~~random element generated by a computer algorithm~~intervention. ~~These games rely on chance rather than skill or strategy to determine the results.~~

~~Our~~We ~~casino~~offer ~~offerings include~~ a ~~mix~~diverse ~~of in-house developed games from Expanse Studios~~ and amultifaceted ~~selection~~portfolio of ~~titles~~betting ~~from~~options ~~renowned~~that ~~third-party~~extends ~~casino~~beyond ~~providers.~~traditional ~~These~~sports ~~providers~~betting. ~~include~~We ~~Games~~offer ~~Global,~~a ~~BluOcean,~~portfolio ~~Relax,~~of ~~Oryx,~~gaming ~~Playtech,~~products ~~iSoftbet,~~including ~~Leap,~~casino ~~Evolution~~games, ~~Easit~~slots, ~~Amusnet~~roulette, ~~Thunderkick,~~and ~~Spribe,~~other ~~Habanero,~~random PGnumber ~~Soft,~~generator ~~Greentube,~~(RNG) ~~EvoPlay,~~games. ~~Wazdan,~~We ~~Pragmatic~~also ~~Play,~~own ~~Playson,~~our ~~Fazi,~~own ~~Endorphina,~~casino ~~Spearhead,~~development ~~CT Interactive~~studio, ~~Kiron,~~which ~~Platipus,~~has 3thus ~~Oaks~~far ~~Gaming,~~produced ~~Turbo~~75 ~~Games,~~slot ~~Tada Gaming~~games, ~~Onlyplay,~~which ~~Mancala,~~are ~~Caleta,~~available ~~Gamzix~~online, ~~Fugaso,~~where ~~Felix~~regulatory ~~Gaming,~~approval ~~7777~~is ~~Gaming~~granted, ~~Big~~catering ~~Time~~to ~~Gaming,~~customers ~~Push~~on ~~Gaming~~our ~~and~~proprietary ~~Slotopia~~casino platform. WeRNG ~~have~~games ~~established~~are ~~revenue-sharing~~games ~~agreements~~in ~~with~~which ~~such~~the ~~providers~~outcome tois ~~offer~~determined by a ~~wide~~random ~~variety~~element ofgenerated ~~casino~~by ~~games, ensuring~~ a ~~diverse~~computer ~~and~~algorithm. ~~engaging~~These ~~casino~~games ~~experience~~rely ~~for~~on ~~our~~chance ~~players~~rather ~~via~~than askill ~~vibrant~~or ~~and~~strategy ~~ever-expanding~~to ~~casino~~determine ~~game~~the ~~library~~results.

Our casino offerings include a mix of in-house developed games from Expanse Studios and a selection of titles from renowned third-party casino providers. These providers include Games Global, BluOcean, Relax, Oryx, Playtech, iSoftbet, Leap, Evolution, Easit, Amusnet, Thunderkick, Spribe, Habanero, PG Soft, Greentube, EvoPlay, Wazdan, Pragmatic Play, Playson, Fazi, Endorphina, Spearhead, CT Interactive, Kiron, and Platipus. We have established revenue-sharing agreements with such providers to offer a wide variety of casino games, ensuring a diverse and engaging casino experience for our players via a vibrant and ever-expanding casino game library.

We have a dedicated iGaming section that covers eSports competitions and allows betting on gaming tournaments. This section caters to the growing interest in competitive gaming and includes popular titles such as CS:GO, Dota 2, Fortnite, LoL, Valorant, Rainbow Six, Crossfire, King of Glory, and more. This diverse range allows us to cater to the preferences of eSports enthusiasts.

We also provide extensive coverage of eSports events, encompassing major tournaments such as The International (Dota 2), League of Legends World Championship, and CS:GO Majors. Additionally, we align our coverage with significant European and international eSports tournaments according to the European competition calendar. This approach ensures that customers have access to a broad spectrum of eSports events, adhering to regulatory guidelines. We also utilize ethical advertising practices and partnerships with specialized gaming websites to connect with eSports enthusiasts effectively.

3946 Table of Contents

We offer in-play betting for eSports matches, enabling customers to place bets during the live progression of the games. This real-time betting feature enhances the eSports betting experience while ensuring that we comply with regulatory standards. To maintain the integrity of eSports betting and prevent unethical practices like match-fixing, we collaborate closely with international eSports federations. This partnership allows us to monitor eSports events and swiftly respond to any suspicious activities. In the event of any concerns, we proactively engage with national law enforcement authorities to uphold fair play and regulatory compliance.

We understand that player preferences and market dynamics can vary significantly. To address these differences across the group’s many jurisdictions, we have implemented several unique features and tailored offerings, including:

	·	Localized content: In all markets, we provide localized content and promotions to align with city, country, and regional preferences. This includes language-specific interfaces, promotions tied to local events, and culturally relevant gaming experiences and consumer patterns.

	·	Customer engagement: We prioritize responsible gaming and offers tools such as deposit and loss limits, time-out features, and self-exclusion options. These tools empower players to manage their gaming experiences responsibly.

	·	Innovative Betting Options: Our “Empty Bets” feature allows customers to propose their own bets, fostering a sense of engagement and personalization. These bets are subject to stringent ethical and legal criteria and must be measurable. These bets are strictly prohibited from involving any unethical or illegal events or activities. We maintain a strong commitment to upholding the highest ethical standards in all aspects of their operations, including innovative betting options.

Beyond our direct B2C operations, we also operate an indirect B2B franchise model. Under this model, we license our proprietary sports betting technology to local partners, who can operate under our brand or their own brand. This diversifies our revenue stream, enabling us to leverage our technology for added income, while expanding our brand presence.

Status of Development Efforts for New or Enhanced Products, Trends in Market Demand and Competitive Conditions

We are diligently invested in research and development initiatives to attempt to stay at the forefront of our industry and meet the ever-evolving needs of our diverse customer base. As part of this strategy, our developmental efforts are primarily focused on enhancing product offerings, refining user experience, and bolstering our proprietary sports betting technology.

Our products and services compete in a market characterized by rapid technological advances, which means evolving standards in software technology and frequent new product introductions and enhancements that may render the existing ones obsolete. We attempt to continuously refine our software and technology offerings especially in terms of more intensive customer specification, segmentation and personalization, as well as to address regulatory changes in the markets in which we operate and plan to operate. We believe that in order to remain competitive, we need to continuously modify and enhance our technology platform and service offerings.

In the realm of technological advancement, one of the key development initiatives currently in progress is our integration of advanced Machine Learning (ML) technologies into our sports betting platform. The incorporation of these sophisticated technologies aims to personalize and enrich the betting experience for individual users by offering tailored bets, real-time updating of odds across a vast range of events, and further reducing the need for human oversight. This is expected to not only create a more dynamic, responsive, and intuitive betting experience, but also present a significant competitive advantage in a market where customer experience is paramount.

In terms of market trends, we believe that demand for online betting is on a significant upward trajectory globally, partially due to the lasting impact of the COVID-19 pandemic, which has accelerated the shift from traditional, physical betting shops to online platforms. The industry-wide transition towards mobile betting is another recent major trend, spurred on by the increased penetration of smartphones and improved internet connectivity. In response to these trends, we have successfully implemented an omni-channel approach to our markets, including iOS, Android, mobile browser, desktop, SMS, SST, USSD as well as retail segment (each as discussed above).

Table of Contents

With regard to competitive conditions, the betting industry continues to be highly competitive, with new entrants emerging frequently. However, we have maintained a robust competitive position, owing to our advanced technological infrastructure, diversified product portfolio, personalized customer experience, and prudent regulatory compliance. We are focused on maintaining and enhancing this competitive edge through continuous innovation, customer-centricity, and adaptability.

A Provider of Enterprise Software-as-a-Service (“SaaS”) Solutions

WeFollowing ~~also~~the ~~develop~~closing ~~and~~of ~~own~~the ~~online~~MeridianBet ~~gaming~~Acquisition ~~intellectual property (IP)~~ and ~~build~~effective ~~configurable~~April ~~and~~1, ~~scalable~~2024, ~~turn-key~~we, ~~and~~through ~~white-label~~Golden ~~gaming platforms for international customers~~Matrix, ~~located~~own ~~primarily~~and inoperate ~~the Asia Pacific region. We own~~ a proprietary ~~Internet~~online gaming ~~enterprise~~aggregation ~~software system that provides for unique casino~~ and ~~live~~enterprise ~~game~~software ~~operations~~platform on (the ~~platforms that include~~ “GM-XAg System ~~(“GM-X~~”) ~~and~~that ~~GM-Ag~~serves ~~System~~international customers, ~~Turnkey~~primarily ~~Solution~~in ~~and~~the ~~White Label Solutions. These platforms are provided to~~ Asia Pacific ~~Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gaming (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”)~~region.

The GM-~~X and GM-~~Ag System ~~turn-key~~is ~~solutions~~an ~~(including~~integrated ~~modular,~~iGaming ~~configurable~~platform ~~and~~that ~~scalable~~connects licensed gaming ~~platforms),~~content ~~are~~providers ~~complete~~with ~~software~~licensed ~~packages for starting an~~ online gaming ~~business,~~operators. ~~incorporating~~The ~~all~~system ~~the~~aggregates ~~tools and~~ gaming content ~~necessary~~from tomultiple ~~run~~third-party ansuppliers ~~online Casino~~ and~~/or~~ ~~Sportsbook~~makes ~~and~~such ~~offer~~content aavailable ~~full suite of tools and features for successfully operating and maintaining an online gaming website: from player registration~~ to ~~user~~customers ~~management~~through ~~and~~a ~~content~~single ~~management~~technical integration.

~~The~~Under ~~GM-X~~distribution ~~and~~agreements ~~GM-Ag~~with ~~Systems~~licensed ~~have~~and ~~been~~accredited ~~deployed~~gaming ~~primarily~~content inproviders, ~~the Asia Pacific and~~ we ~~are~~have ~~currently~~the ~~focused~~right onto ~~expanding~~distribute ~~our~~and ~~deployment~~resell ~~into~~third-party ~~Europe,~~game ~~U.S.,~~content ~~South~~to ~~America,~~our ~~and Africa~~customers. The ~~online~~content ~~gambling~~portfolio ~~industry,~~includes inslot ~~the U.S.~~games, istable ~~essentially~~games ~~regulated~~(such atas ~~the~~roulette, ~~state~~blackjack ~~level.~~and ~~The~~poker), ~~Company~~sportsbook isofferings, inlottery ~~continued~~products ~~discussions with multiple specialist gaming attorneys in the U.S.~~ and ~~has~~live ~~plans~~dealer ~~to engage one of these gaming specialists to represent the Company in its applications for a gaming license in the U~~games.S. ~~in the future.~~

The GM-~~X and GM-~~Ag ~~Systems~~System ~~provide~~provides ~~platforms~~two ~~that~~principal ~~facilitate~~advantages ~~our gaming customers’ operating online casinos, sportsbooks, lottery, and live games, as well as providing customers with seamless access~~ to ~~large portfolios of~~ licensed gaming content, provided by established, licensed and accredited gaming content providers. We have distribution agreements with third party content providers to resell their game content. The game content includes games such as slots, table games (e.g., roulette, blackjack, and poker), sportsbooks and “live games.” A “live game” is when a live casino game is shown via a live streaming video link in real time from a casino table where live dealers deal cards from a licensed studio and allow players to place an online ~~bet on the outcome of the card game. We have been granted distribution rights for the~~ gaming ~~content that we provide to our customers~~operators.

~~Our~~· ~~GM-X~~First, ~~and~~the GMplatform enables operators to access a broad portfolio of third-Agparty ~~Systems~~gaming ~~provide~~content ~~the~~providers ~~core~~through ~~platforms~~a ~~for~~single ~~our~~technical ~~online~~integration. ~~casino~~This aggregation model significantly reduces the time, cost and ~~sportsbook~~operational ~~operators.~~complexity ~~The~~typically ~~systems~~associated ~~contain~~with ~~back-office~~establishing ~~tools~~multiple ~~necessary~~direct ~~for~~integrations with individual content suppliers. · Second, the ~~customer~~GM-Ag toSystem ~~run~~offers operators a ~~successful~~suite ~~online~~of ~~iGaming~~technology-driven ~~operation.~~tools ~~These~~designed ~~tools~~to ~~include~~support ~~player~~customer ~~account~~acquisition, ~~registration~~engagement and ~~creation,~~retention. ~~sophisticated~~These ~~payment~~tools ~~services~~include ~~and~~marketing ~~gateways,~~automation ~~geolocation~~capabilities, ~~marketing,~~ loyalty program management systems, real-time player analytics, and ~~comprehensive~~ reporting. ~~Our~~functionalities, ~~platform~~which ~~can~~allow beoperators ~~accessed~~to ~~through~~manage ~~both~~and ~~desktop~~optimize ~~and~~player ~~mobile~~activity ~~applications~~across multiple gaming verticals.

Our customers are primarily licensed online gaming operators. We also provide services and resell third party gaming content to licensed online gaming distributors. The majority of our customers hold gaming licenses in Asia, South America, and Europe.

40 Table of Contents

Filing Compare · Meridian Holdings Inc./NV