What changed in Golden Matrix Group, Inc.'s 2025 10-K compared to 2024?

Across the narrative sections we track, Golden Matrix Group, Inc. (GMGI) added 362 paragraphs, removed 352, and edited 231 between the 2024 and 2025 10-K filings. The biggest movers are Item 1A. Risk Factors (+221/−245), Item 7. Management's Discussion & Analysis (+105/−83), Item 3. Legal Proceedings (+17/−2).

Did Golden Matrix Group, Inc. add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 221 new/edited paragraphs and 245 removed paragraphs versus the 2024 10-K.

What changed in Golden Matrix Group, Inc.'s MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 105 new/edited paragraphs and 83 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Golden Matrix Group, Inc. update its Cybersecurity disclosure (Item 1C) in 2025?

Item 1C Cybersecurity has 2 paragraph-level changes between the 2024 and 2025 filings.

Did Golden Matrix Group, Inc.'s Legal Proceedings (Item 3) change in 2025?

Item 3 shows 17 added/edited paragraphs and 2 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this GMGI 10-K diff come from?

The source filings are Golden Matrix Group, Inc.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Golden Matrix Group, Inc.'s 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of Golden Matrix Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+362 added−352 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-24)

Top changes in Golden Matrix Group, Inc.'s 2025 10-K

362 paragraphs added · 352 removed · 231 edited across 7 sections

Item 1A. Risk Factors+221 / −245 · 168 edited
Item 7. Management's Discussion & Analysis+105 / −83 · 47 edited
Item 3. Legal Proceedings+17 / −2 · 1 edited
Item 5. Market for Registrant's Common Equity+11 / −16 · 9 edited
Item 2. Properties+5 / −3 · 3 edited

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

168 edited+53 added−77 removed357 unchanged

2024 filing

2025 filing

Biggest changeEvents of default under the Facility Agreement include the failure to timely pay amounts thereunder when due, breaches by Meridian Serbia or us under the Facility Agreement or Guaranty, respectively, and/or other security agreements securing such documents, if Meridian Serbia’s accounts are blocked for more than 15 consecutive days, if Meridian Serbia fails to provide any required security pursuant to the terms of the Facility Agreement within 15 calendar days from the date of Unicredit Bank’s request, if 20% or more of Meridian Serbia’s assets are seized or impaired, by any judgment or order, if a liquidation or bankruptcy of Meridian Serbia occurs, the occurrence of a material adverse effect on Meridian Serbia, if a change of control of Meridian Serbia occurs, or Meridian Serbia’s failure to comply with the required net debt/EBITDA ratio.

Biggest changePursuant to the terms of the Facility Agreement, Meridian Serbia is prohibited from declaring a dividend or making any payment on Meridian Serbia’s share capital, repaying any debt to any of its shareholders, granting loans to any party, or making any payment to any affiliates, without the prior written consent of Unicredit Bank, to the extent any of the forgoing would exceed 20,000,000 Euros (approximately $21,850,000 as of the agreement signing date). 26 Table of Contents Events of default under the Facility Agreement include the failure to timely pay amounts thereunder when due, breaches by Meridian Serbia or us under the Facility Agreement or Guaranty, respectively, and/or other security agreements securing such documents, if Meridian Serbia’s accounts are blocked for more than 15 consecutive days, if Meridian Serbia fails to provide any required security pursuant to the terms of the Facility Agreement within 15 calendar days from the date of Unicredit Bank’s request, if 20% or more of Meridian Serbia’s assets are seized or impaired, by any judgment or order, if a liquidation or bankruptcy of Meridian Serbia occurs, the occurrence of a material adverse effect on Meridian Serbia, if a change of control of Meridian Serbia occurs, or Meridian Serbia’s failure to comply with the required net debt/EBITDA ratio.

Such investments ultimately may not be commercially viable or may not result in an adequate return of capital and, in pursuing new strategies, the entities may incur unanticipated liabilities. These endeavors may involve significant risks and uncertainties, including diversion of resources and management attention from then current operations.

In addition, new and evolving products and services, raise technological, legal, regulatory, and other challenges, which may negatively affect the Company’s brand and demand for its products and services.

Failure to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a license or permit applied for in a particular jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions, or could cause the rejection of license applications or cancelation of existing licenses in other jurisdictions.

Each of the Meridian Sellers agreed to a three year non-compete, agreeing to not compete against the Company following the Closing in Serbia, Bosnia and Herzegovina, Montenegro, and Malta, in connection with the manufacturing, selling, creating, renting, marketing, producing, undertaking, developing, supplying, or otherwise dealing with or in any product or service, that the MeridianBet Group or the Company or any of their respective subsidiaries and/or any of their respective affiliates or subsidiaries is researching, developing, manufacturing, distributing, selling and/or providing at any time during the two years prior to any competitive action by any Seller, in the betting and gambling industry (subject to the terms of, and exceptions set forth in, the Meridian Purchase Agreement).

Anti-takeover provisions in our Articles of Incorporation, as amended and our Bylaws, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Anti-takeover provisions in our Articles of Incorporation, as amended and our Bylaws, as amended, as well as provisions of Nevada law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our Articles of Incorporation, as amended and Bylaws and Nevada law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock.

Our Articles of Incorporation, as amended and Bylaws, as amended, and Nevada law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that shareholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock.

Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super-majority voting rights (similar to our outstanding Series B Voting Preferred Stock and Series C Preferred Stock, discussed below) and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to such offering and/or give those holders the power to prevent or cause a change in control.

Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super-majority voting rights (similar to our outstanding Series C Preferred Stock, discussed below) and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to such offering and/or give those holders the power to prevent or cause a change in control.

The Facility Agreement includes certain customary representations, warranties and covenants of Meridian Serbia, and requires Meridian Serbia to meet certain annual financial ratios, including maintaining a ratio of net debt/EBITDA of less than or equal to 3.0x, determined on an annual basis, beginning on December 31, 2024, which requirements were met as of December 31, 2024.

We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable.

We may not be able to borrow or raise additional capital in the future to meet our needs or to provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable.

Any or all of the above could have a material adverse effect on the trading price of our common stock. There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of our comment stock has been, and may continue to be, volatile.

Any or all of the above could have a material adverse effect on the trading price of our common stock. There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of our common stock has been, and may continue to be, volatile.

If we are unable to obtain additional capital when required, or on satisfactory terms, we may be in breach of the Meridian Purchase Agreement, and the Meridian Sellers may seek damages from us as a result of such breach.

If we are unable to obtain additional capital when required, or on satisfactory terms, we may be in breach of the MeridianBet Purchase Agreement, and the Meridian Sellers may seek damages from us as a result of such breach.

Our Bylaws provide that we shall indemnify our directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes; and, provided, further, that we are not required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Nevada Revised Statutes, or (iv) such indemnification is required to be made pursuant to the terms of the Bylaws.

Our Bylaws, as amended, provide that we shall indemnify our directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes; and, provided, further, that we are not required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Nevada Revised Statutes, or (iv) such indemnification is required to be made pursuant to the terms of the Bylaws, as amended.

That severance payment is equal to (a) a lump sum cash severance payment equal to the sum of (i) 18 months of Mr. Goodman’s and Mr. Milošević’s then current annual basic salary (six months of Ms. Feng’s and six months of Ms.

That severance payment is equal to (a) a lump sum cash severance payment equal to the sum of (i) 18 months of Mr. Milošević’s then current annual basic salary (six months of Ms. Feng’s and six months of Ms.

Potential competition from existing executive officers, after they leave our employment, and the Meridian Sellers, subject to the non-compete terms of the Meridian Purchase Agreement, could negatively impact the profitability of the Company.

Potential competition from existing executive officers, after they leave our employment, and the Meridian Sellers, subject to the non-compete terms of the MeridianBet Purchase Agreement, could negatively impact the profitability of the Company.

The range of possible impacts on the Company’s business could include, but are not limited to: (i) changing demand for the Company’s products and services; (ii) the closure of, or reduction in the number of persons who may be present in, establishments using the Company’s technology (resulting in a decrease in demand for such technology); (iii) decreases in the amount of discretionary spending available to consumers and/or the amount such consumers are willing to spend; and (v) increasing contraction in the capital markets.

These risks include, but are not limited to, the following: Risks Related to the Company’s Need for Additional Funding and Financial Agreements · The Company will likely need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement, to repay certain of our outstanding obligations, and for acquisitions, and we may not be able to raise funds on favorable terms, or at all.

These risks include, but are not limited to, the following: Risks Related to the Company’s Need for Additional Funding and Financial Agreements · The Company will likely need to raise funding to pay the post-closing obligations associated with the MeridianBet Purchase Agreement, to repay certain of our outstanding obligations, and for acquisitions, and we may not be able to raise funds on favorable terms, or at all.

Any of the above circumstances or events may harm our reputation, reduce the availability or usage of our platform, lead to a significant loss of revenue, increase our costs, and impair our ability to attract new customers, any of which could adversely affect our business, financial condition, and results of operations. 43 Table of Contents Our operations rely heavily on an uninterrupted supply of electrical power.

Any of the above circumstances or events may harm our reputation, reduce the availability or usage of our platform, lead to a significant loss of revenue, increase our costs, and impair our ability to attract new customers, any of which could adversely affect our business, financial condition, and results of operations. 37 Table of Contents Our operations rely heavily on an uninterrupted supply of electrical power.

In addition, we may be subject to fines, penalties, and potential litigation if we fail to comply with applicable privacy regulations, any of which could adversely affect our business, liquidity, and results of operation. 49 Table of Contents Risks Related to Intellectual Property and Technology If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.

In addition, we may be subject to fines, penalties, and potential litigation if we fail to comply with applicable privacy regulations, any of which could adversely affect our business, liquidity, and results of operation. 44 Table of Contents Risks Related to Intellectual Property and Technology If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.

Risks Related to our Common Stock and Securities Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders. We have authorized capital stock consisting of 300,000,000 shares of common stock, $0.00001 par value per share and 20,000,000 shares of preferred stock, $0.00001 par value per share.

Risks Related to our Common Stock and Securities Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders. We have authorized capital stock consisting of 25,000,000 shares of common stock, $0.00001 par value per share and 20,000,000 shares of preferred stock, $0.00001 par value per share.

Obtaining additional financing contains risks, including: ● additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current shareholders; ● loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors; ● the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain debt financing on favorable terms, if at all; and ● if we fail to obtain required additional financing to grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition. 30 Table of Contents The Company will likely need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement, the terms of which may not be favorable, may necessitate the payment of interest which otherwise would not need to be paid, and may cause dilution.

Obtaining additional financing contains risks, including: ● additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current shareholders; ● loans or other debt instruments may have terms and/or conditions, such as interest rates, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors; ● the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain debt financing on favorable terms, if at all; and ● if we fail to obtain required additional financing to grow our business, we will need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition. 25 Table of Contents The Company will likely need to raise funding to pay the post-closing obligations associated with the MeridianBet Purchase Agreement, the terms of which may not be favorable, may necessitate the payment of interest which otherwise would not need to be paid, and may cause dilution.

The Lind Warrant also provides for cashless exercise to the extent that the Warrant Shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the VWAP of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares issuable upon exercise thereof are not then covered by an effective registration statement.

The Lind Warrant also provides for cashless exercise to the extent that the Warrant Shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the volume weighted average price (VWAP) of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares issuable upon exercise thereof are not then covered by an effective registration statement.

Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have a material adverse effect on our business, financial condition, results of operations and prospects. 64 Table of Contents Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

Our failure to comply with those requirements may result in an event of default, and the lender(s) thereunder requiring us to pay amounts due or foreclosing on our assets. Risks Related to Our Business Operations and Industry · Economic downturns and adverse political and market conditions could adversely negatively affect the Company’s business, financial condition and results of operations.

Our failure to comply with those requirements may result in an event of default, and the lender(s) thereunder requiring us to pay amounts due or foreclosing on our assets. 22 Table of Contents Risks Related to Our Business Operations and Industry · Economic downturns and adverse political and market conditions could adversely negatively affect the Company’s business, financial condition and results of operations.

Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition. We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition. 59 Table of Contents We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

The most likely source of future funds presently available to us will be through the sale of equity capital, including, potentially through sales under the Distribution Agreement. Any sale of share capital will result in dilution to existing shareholders.

The most likely source of future funds presently available to us will be through the sale of equity capital, including, potentially through sales under the Distribution Agreement (discussed below). Any sale of share capital will result in dilution to existing shareholders.

We have business operations located in non-U.S. countries which subject us to additional costs and risks that could adversely affect our operating results. Our results of operations may be adversely affected by fluctuations in currency values. 28 Table of Contents Risks Related to Regulation · Changes in rules relating to gaming could have a material negative impact on our business.

We have business operations located in non-U.S. countries which subject us to additional costs and risks that could adversely affect our operating results. Our results of operations may be adversely affected by fluctuations in currency values. Risks Related to Regulation · Changes in rules relating to gaming could have a material negative impact on our business.

As a result, shares of preferred stock may be issued by our Board of Directors which cause the holders to have super-majority voting power over our shares (similar to our outstanding Series B Voting Preferred Stock and Series C Preferred Stock, which each provide the holders thereof the right to vote 7,500 voting shares on all shareholder matters, for each share of preferred stock held), provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common shareholders.

As a result, shares of preferred stock may be issued by our Board of Directors which cause the holders to have super-majority voting power over our shares (similar to our outstanding Series C Preferred Stock, which each provide the holders thereof the right to vote 625 voting shares on all shareholder matters, for each share of preferred stock held), provide the holders of the preferred stock the right to convert the shares of preferred stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common shareholders.

Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price. 27 Table of Contents Summary Risk Factors Our business is subject to numerous risks and uncertainties, including those included in, and incorporated by reference in, the section entitled “ Risk Factors ” and elsewhere in this Report.

Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price. Summary Risk Factors Our business is subject to numerous risks and uncertainties, including those included in, and incorporated by reference in, the section entitled “ Risk Factors ” and elsewhere in this Report.

As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business. If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected.

As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business. 61 Table of Contents If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected.

Risks Related to our Common Stock and Securities · We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future. · Aleksandar Milovanović exercises majority voting control over us, which limits your ability to influence corporate matters and could delay or prevent a change in corporate control. · The issuance of common stock upon conversion of our outstanding Series B Preferred Stock and Series C Preferred Stock and upon conversion of the Secured Convertible Note and exercise of warrants will cause immediate and substantial dilution to existing shareholders and the sale of such common stock may depress the market price of our common stock.

Risks Related to our Common Stock and Securities · We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future. · Aleksandar Milovanović exercises majority voting control over us, which limits your ability to influence corporate matters and could delay or prevent a change in corporate control. · The issuance of common stock upon conversion of our outstanding Series C Preferred Stock and exercise of warrants may cause immediate and substantial dilution to existing shareholders and the sale of such common stock may depress the market price of our common stock.

The Company derives more than 92% of its revenue from transactions denominated in currencies other than the United States dollar and currently 100% of the Company’s operations take place in jurisdictions other than the United States.

The Company derives more than 93% of its revenue from transactions denominated in currencies other than the United States dollar and currently 100% of the Company’s operations take place in jurisdictions other than the United States.

Any successful effort to curtail the expansion of, or limit or prohibit, legalized gaming could have an adverse effect on the results of operations, cash flows and financial condition of the Company. 48 Table of Contents In addition, there is significant opposition in some jurisdictions to gaming (online or otherwise).

Any successful effort to curtail the expansion of, or limit or prohibit, legalized gaming could have an adverse effect on the results of operations, cash flows and financial condition of the Company. In addition, there is significant opposition in some jurisdictions to gaming (online or otherwise).

If any of our products and solutions infringes a valid patent, we may be required to discontinue offering certain products or systems, pay damages, purchase a license to use the intellectual property in question from its owner, or redesign the product in question to avoid infringement.

If any of our products and solutions infringe upon a valid patent, we may be required to discontinue offering certain products or systems, pay damages, purchase a license to use the intellectual property in question from its owner, or redesign the product in question to avoid infringement.

In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than exempted securities, at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $2.25.

If we are unable to manage our growth effectively, our expenses could increase without a proportionate increase in revenue, our margins could decrease, and our business and results of operations could be adversely affected. 66 Table of Contents We may be adversely affected by climate change or by legal, regulatory or market responses to such change.

If we are unable to manage our growth effectively, our expenses could increase without a proportionate increase in revenue, our margins could decrease, and our business and results of operations could be adversely affected. We may be adversely affected by climate change or by legal, regulatory or market responses to such change.

The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future (including, but not limited to the Series B Voting Preferred Stock and Series C Preferred Stock which has already been authorized by the Board of Directors).

The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future (including, but not limited to the Series B Voting Preferred Stock (of which none are outstanding) and Series C Preferred Stock which has already been authorized by the Board of Directors).

The failure of the Company to obtain or maintain the necessary regulatory approvals in jurisdictions, whether individually or collectively, would have a material adverse effect on its business. 47 Table of Contents Legislative and regulatory changes could negatively affect our business and the business of our customers.

The failure of the Company to obtain or maintain the necessary regulatory approvals in jurisdictions, whether individually or collectively, would have a material adverse effect on its business. Legislative and regulatory changes could negatively affect our business and the business of our customers.

Although the Secured Convertible Note and Lind Warrant may not be converted/exercised by the holder thereof if such conversion would cause such holder to own more than 4.99% of our outstanding common stock (which may be increased to 9.99% as set forth in the Secured Convertible Note and the Lind Warrant), these restrictions do not prevent such holder from converting/exercising some of their holdings, selling those shares, and then converting/exercising the rest of their holdings, while still staying below the 4.99% limit.

Although the Lind Warrant may not be exercised by the holder thereof if such conversion would cause such holder to own more than 4.99% of our outstanding common stock (which may be increased to 9.99% as set forth in the Lind Warrant), these restrictions do not prevent such holder from exercising some of their holdings, selling those shares, and then exercising the rest of their holdings, while still staying below the 4.99% limit.

We may choose not t o sell any shares of common stock under our Distribution Agreement. On November 22, 2024, we entered into an Equity Distribution Agreement (the “ Distribution Agreement ”) with Craig-Hallum Capital Group LLC (“ Craig-Hallum ”).

We may choose not to sell any shares of common stock under our Distribution Agreement.* On November 22, 2024, we entered into an Equity Distribution Agreement (the “ Distribution Agreement ”) with Craig-Hallum Capital Group LLC (“ Craig-Hallum ”).

Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20 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 the Company’s effective Registration Statement on Form S-3.

Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20.0 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 Statement on Form S-3.

If our employees or agents fail to comply with applicable laws or company policies governing their international operations, the Company may face legal proceedings and actions which could result in civil penalties, administration actions and criminal sanctions. Any determination that the Company has violated any anti-corruption laws could have a material adverse impact on our businesses.

If our employees or agents fail to comply with applicable laws or company policies governing their international operations, the Company may face legal proceedings and actions which could result in civil penalties, administrative actions and criminal sanctions. Any determination that the Company has violated any anti-corruption or similar laws could have a material adverse impact on our business.

These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock.

Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock.

Violations of these laws and regulations could result in significant fines, criminal sanctions against the Company, its officers or employees, requirements to obtain export licenses, disgorgement of profits, cessation of business activities in sanctioned countries, prohibitions on the conduct of their businesses and their inability to market and sell or offer the Company’s products or services in one or more countries.

Violations of these laws and regulations could result in significant fines, criminal sanctions against the Company, its officers or employees, requirements to obtain export licenses, disgorgement of profits, cessation of business activities in certain jurisdictions, prohibitions on the conduct of our businesses and our inability to market, sell or offer the Company’s products or services in one or more countries.

Some countries in which the Company may operate may be considered politically and economically unstable. Doing business in the industries in which the Company operates often requires compliance with numerous and extensive procedures and formalities. These procedures and formalities may result in unexpected or lengthy delays in commencing important business activities.

Some countries in which the Company may operate may be considered politically and economically unstable. 50 Table of Contents Doing business in the industries in which the Company operates often requires compliance with numerous and extensive procedures and formalities. These procedures and formalities may result in unexpected or lengthy delays in commencing important business activities.

The employment agreements of Mr. Anthony Brian Goodman, our Chief Executive Officer, Ms. Weiting ‘Cathy’ Feng, our Chief Operating Officer, Ms. Snežana Božović, the Chief Operating Officer of Meridian Serbia and Secretary of MeridianBet, and Zoran Milošević, the Chief Executive Officer of Meridian Serbia, provide for the payment of certain severance payments upon termination. The employment agreements of Mr.

The employment agreements of Ms. Weiting ‘Cathy’ Feng, our Chief Operating Officer, Ms. Snežana Božović, the Chief Operating Officer of Meridian Serbia and Secretary of MeridianBet, and Zoran Milošević, the Chief Executive Officer of Meridian Serbia, provide for the payment of certain severance payments upon termination. The employment agreements of Ms. Weiting ‘Cathy’ Feng, our Chief Operating Officer, Ms.

Additionally, the interests of Mr. Milovanović may differ from the interests of the other shareholders and thus result in corporate decisions that are adverse to other shareholders. Any investor who purchases shares in the Company will be a minority shareholder and as such will have little to no say in the direction of the Company and the election of directors.

Milovanović may differ from the interests of the other shareholders and thus result in corporate decisions that are adverse to other shareholders. 47 Table of Contents Any investor who purchases shares in the Company will be a minority shareholder and as such will have little to no say in the direction of the Company and the election of directors.

Global economic conditions continue to be volatile and uncertain due to, among other things, consumer confidence in future economic conditions, fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing of government stimulus programs, levels of unemployment, rates of inflation, tax rates, the ongoing conflict between the Ukraine and Russia and the war between Israel and Hamas.

Global economic conditions continue to be volatile and uncertain due to, among other things, consumer confidence in future economic conditions, fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing of government stimulus programs, levels of unemployment, rates of inflation, tax rates, the ongoing conflicts between the Ukraine and Russia, Israel and Hamas, and the U.S. and Iran.

The sale of shares by our directors and officers may adversely affect the market price for our shares. Sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common stock.

Sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common stock.

We cannot predict the size of future issuances of our common stock upon the conversion of our Secured Convertible Note or exercise of Lind Warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock.

We cannot predict the size of future issuances of our common stock upon the exercise of Lind Warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock.

Milošević will significantly influence the vote on all shareholder matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated. The interests of Mr.

In this way, the holder could sell more than these limits while never actually holding more shares than the limits allow. If the holder of the Secured Convertible Note chooses to do this, it will cause substantial dilution to the then holders of our common stock.

In this way, the holder could sell more than these limits while never actually holding more shares than the limits allow. If the holder of the Lind Warrant chooses to do this, it will cause substantial dilution to the then holders of our common stock.

In addition, the common stock issuable upon the conversion of our Secured Convertible Note and exercise of the Lind Warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock.

In addition, the common stock issuable upon the exercise of the Lind Warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock.

Sales or distributions of substantial amounts of our common stock upon the conversion of our Secured Convertible Note or exercise of the Lind Warrants, or the perception that such sales could occur, may cause the market price of our common stock to decline.

Sales or distributions of substantial amounts of our common stock upon the exercise of the Lind Warrants, or the perception that such sales could occur, may cause the market price of our common stock to decline.

However, none of the Meridian Sellers will be prohibited from competing with us after such three year period; none of the executive officers or employees of MeridianBet Group or its subsidiaries will be restricted from competing against us at any time; and none of the Meridian Sellers will be restricted from competing against us in any jurisdictions other than Serbia, Bosnia and Herzegovina, Montenegro, and Malta, including, but not limited to in other jurisdictions where the Company operates.

Božović’s) plus (ii) an amount equal to his/her targeted bonus for the year of termination (such total payment referred to herein as the “Severance Payment”).

Božović’s) plus (ii) an amount equal to his/her targeted bonus for the year of termination (such total payment referred to herein as the “ Severance Payment ”).

In addition, the introduction of new products or updated versions of existing products has inherent risks, including, but not limited to, risks concerning: • product quality, including the possibility of software defects, which could result in claims against us or the inability to sell our products; • the accuracy of our estimates of customer demand, and the fit of the new products and features with a customer’s needs; • the need to educate our personnel to work with the new products and features, which may strain our resources and lengthen sales; • market acceptance of initial product releases; and • competitor product introductions or regulatory changes that render our new products obsolete.

In addition, the introduction of new products or updated versions of existing products has inherent risks, including, but not limited to, risks concerning: · product quality, including the possibility of software defects, which could result in claims against us or the inability to sell our products; · the accuracy of our estimates of customer demand, and the fit of the new products and features with a customer’s needs; · the need to educate our personnel to work with the new products and features, which may strain our resources and lengthen sales; · market acceptance of initial product releases; and · competitor product introductions or regulatory changes that render our new products obsolete. 30 Table of Contents The Company may not be successful in creating new technology for its products in the future.

Aleksandar Milovanović, currently controls approximately 58.2% of the voting power of our capital stock. As a result, we are a “ controlled company ” under the rules of Nasdaq.

Aleksandar Milovanović, currently controls approximately 70.3% of the voting power of our capital stock. As a result, we are a “ controlled company ” under the rules of Nasdaq.

The Company may not be successful in creating new technology for its products in the future. The Company may encounter errors resulting from a significant rewrite of software code. In addition, as the Company transitions to newer technology platforms for its products, its customers may encounter difficulties in the upgrade process, which could cause the Company to lose revenue.

The Company may encounter errors resulting from a significant rewrite of software code. In addition, as the Company transitions to newer technology platforms for its products, its customers may encounter difficulties in the upgrade process, which could cause the Company to lose revenue.

Although the Company does not currently, and does not plan to, do business in Russia, Belarus, Ukraine, or Israel, it is not possible to predict the broader consequences of these ongoing conflicts, which could include further sanctions, embargoes, regional instability, and geopolitical shifts.

Although the Company does not currently, and does not plan to, do business in Russia, Belarus, Ukraine, Israel, or Iran, it is not possible to predict the broader consequences of these ongoing conflicts and geopolitical tensions, which could include further sanctions, embargoes, regional instability, disruptions to global trade and energy markets, and broader geopolitical shifts.

In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than certain Executive Securities (defined below), at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $2.25.

In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than certain excepted securities, at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $27.

Many of the Company’s competitors are larger, more established companies with greater resources to devote to marketing, as well as greater brand recognition. Moreover, if one or more of the Company’s competitors or suppliers were to merge, the change in the competitive landscape could adversely affect the Company’s competitive position.

The Company competes with numerous local competitors for such services. Many of the Company’s competitors are larger, more established companies with greater resources to devote to marketing, as well as greater brand recognition. Moreover, if one or more of the Company’s competitors or suppliers were to merge, the change in the competitive landscape could adversely affect the Company’s competitive position.

The availability of shares of common stock upon conversion of the Secured Convertible Note or exercise of the Lind Warrants for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock.

The availability of shares of common stock upon exercise of the Lind Warrants for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock.

In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following: ● the difficulty of integrating acquired products, services or operations; ● the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies; ● difficulties in maintaining uniform standards, controls, procedures and policies; ● the potential impairment of relationships with employees and customers as a result of any integration of new management personnel; ● the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers; ● the effect of any government regulations which relate to the business acquired; ● potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and ● potential expenses under the labor, environmental and other laws of various jurisdictions. 63 Table of Contents Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified.

We also anticipate needing to raise funding to repay the $9,600,000 outstanding under the Secured Convertible Note as of December 31, 2024, the $20.2 million owed under the Facility Agreement as of December 31, 2024, and to pay certain post-closing amounts due in connection with the acquisition of the MeridianBet Group, as discussed in greater detail below under “ The Company will likely need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement, the terms of which may not be favorable, may necessitate the payment of interest which otherwise would not need to be paid, and may cause dilution ”.

We also anticipate needing to raise funding to repay the $13 million owed under the Facility Agreement as of December 31, 2025, and to pay certain post-closing amounts due in connection with the acquisition of the MeridianBet Group, as discussed in greater detail below under “ The Company will likely need to raise funding to pay the post-closing obligations associated with the MeridianBet Purchase Agreement, the terms of which may not be favorable, may necessitate the payment of interest which otherwise would not need to be paid, and may cause dilution ”.

Snežana Božović, the Chief Operating Officer of Meridian Serbia and Secretary of MeridianBet, and Zoran Milošević, the Chief Executive Officer of Meridian Serbia, include a one year non-competition requirement, prohibiting such executives from competing against the Company in certain areas, following their termination.

Weiting ‘Cathy’ Feng, our Chief Operating Officer, Mr. Rich Christensen, our Chief Financial Officer, Ms. Snežana Božović, the Chief Operating Officer of Meridian Serbia and Secretary of MeridianBet, and Zoran Milošević, the Chief Executive Officer of Meridian Serbia, include a one year non-competition requirement, prohibiting such executives from competing against the Company in certain areas, following their termination.

Milošević may not coincide with our interests or the interests of other shareholders. 53 Table of Contents In addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our Company; (2) impeding a merger, consolidation, takeover or other business combination involving our Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.

In addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our Company; (2) impeding a merger, consolidation, takeover or other business combination involving our Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.

Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock. Most of our common stock is available for resale in the public market, and if sold would increase the supply of our common stock, thereby causing a decrease in its price.

Most of our common stock is available for resale in the public market, and if sold would increase the supply of our common stock, thereby causing a decrease in its price.

Some of the factors that could negatively affect or result in fluctuations in the market price of our common stock include: ● actual or anticipated variations in our quarterly operating results; ● changes in market valuations of similar companies; ● adverse market reaction to the level of our indebtedness; ● additions or departures of key personnel; ● actions by shareholders; ● speculation in the press or investment community; ● general market, economic, and political conditions, including an economic slowdown or dislocation in the global credit markets, continued increases in interest rates and/or inflation and/or global conflicts; ● our operating performance and the performance of other similar companies; ● changes in accounting principles; and ● passage of legislation or other regulatory developments that adversely affect us or the gaming industry.

This is less significant in certain sports such as football (soccer), where the Northern Hemisphere’s summer often includes major international events such as the World Cup, European Cup, and Olympic games, during certain years when they occur. It is also mitigated by the Company’s other revenue streams.

Our board has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders.

Our authorized capital includes preferred stock issuable in one or more series. Our board has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders.

Non-compliance with any such law or regulations could expose the Company or its customers to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect the business of the Company and/or those of our customers.

Aleksandar Milovanović, one of the Meridian Sellers, currently controls approximately 58.2% of the voting power of our capital stock, including as a result of his ownership of 850 shares of Series C Preferred Stock which vote 6,375,000 shares on all shareholder matters. As a result, Mr.

Aleksandar Milovanović, one of the Meridian Sellers , currently controls approximately 65.7% of the voting power of our capital stock, including as a result of his ownership of 850 shares of Series C Preferred Stock which vote 531,250 shares on all shareholder matters. As a result, Mr.

Our Bylaws also provide that we are required to advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the Company as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the Bylaws or otherwise.

Our Bylaws, as amended, also provide that we are required to advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the Company as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the Bylaws, as amended, or otherwise. 57 Table of Contents We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Our failure to comply with those requirements may result in an event of default occurring under our Facility Agreement, and the lender thereunder requiring us to pay amounts due or foreclosing on our assets.

Our Facility Agreement requires that we meet certain ratios and comply with certain positive and negative covenants. Our failure to comply with those requirements may result in an event of default occurring under our Facility Agreement, and the lender thereunder requiring us to pay amounts due or foreclosing on our assets.

While these unauthorized transfers and charges were for the most part remedied quickly, and we believe that our liability and exposure to such transfers is minimal as a result of the EFTA, future unauthorized transfers, withdrawals, wires, checks and payments, from our bank accounts could have a material adverse effect on our cash flows and results of operations and result in material losses.

While these unauthorized transfers and charges were for the most part remedied quickly, future unauthorized transfers, withdrawals, wires, checks and payments, from our bank accounts could have a material adverse effect on our cash flows and results of operations and result in material losses.

Risks Related to the Company’s Need for Additional Funding and Financial Agreements We may require additional financing, and we may not be able to raise funds on favorable terms, or at all. We had $30,125,944 cash on hand and a working capital deficit of $18,484,062 as of December 31, 2024.

Risks Related to the Company’s Need for Additional Funding and Financial Agreements We may require additional financing, and we may not be able to raise funds on favorable terms, or at all. We had $18,078,300 cash on hand and a working capital deficit of $24,128,745 as of December 31, 2025.

The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. Separately, in October 2023, Israel and certain Iranian-backed Palestinian forces began an armed conflict in Israel, the Gaza Strip, and surrounding areas.

We may not be able to build and maintain goodwill in our trademarks or obtain trademark or patent protection, and there can be no assurance that any trademark, copyright or issued patent will provide competitive advantages for us or that our intellectual property will not be successfully challenged or circumvented by competitors.

On July 15, 2024, the Board approved the purchase of up to $5 million in shares of the Company’s common stock.

On July 15, 2024, the Board of Directors approved the purchase of up to $5 million in shares of the Company’s common stock and the repurchase program expired on July 15, 2025.

… 218 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed15 unchanged

2024 filing

2025 filing

Biggest changeIn addition, there can be no assurance that our internal information technology systems or those of our third-party contractors, or our consultants’ efforts to implement adequate security and control measures, will be sufficient to protect us against breakdowns, service disruption, data deterioration or loss in the event of a system malfunction, or prevent data from being stolen or corrupted in the event of a cyberattack, security breach, industrial espionage attacks or insider threat attacks which could result in financial, legal, business or reputational harm. 67 Table of Contents We have processes in place to identify, assess and monitor material risks from cybersecurity threats, including the material risks of the Company.

Biggest changeIn addition, there can be no assurance that our internal information technology systems or those of our third-party contractors, or our consultants’ efforts to implement adequate security and control measures, will be sufficient to protect us against breakdowns, service disruption, data deterioration or loss in the event of a system malfunction, or prevent data from being stolen or corrupted in the event of a cyberattack, security breach, industrial espionage attacks or insider threat attacks which could result in financial, legal, business or reputational harm. 62 Table of Contents We have processes in place to identify, assess and monitor material risks from cybersecurity threats, including the material risks of the Company.

The Board will also be provided updates on any material incidents relating to information systems security and cybersecurity incidents. As of and for the year ended December 31, 2024, there have been no cybersecurity incidents that have materially affected the Company’s business strategy, results of operations, or financial condition.

The Board will also be provided updates on any material incidents relating to information systems security and cybersecurity incidents. As of and for the year ended December 31, 2025, there have been no cybersecurity incidents that have materially affected the Company’s business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

3 edited+2 added−0 removed2 unchanged

2024 filing

2025 filing

Biggest changeThe Company (through Classics) maintains office and warehousing which are month-to-month rental arrangements that can be terminated by either the landlord or tenant with 30 days’ notice. The Company maintains a Virtual Managed Office at 3651 Lindell Road, Ste D131 Las Vegas NV, 89103, which serves as its principal business location.

Biggest changeThe Company maintains a Virtual Managed Office at 3651 Lindell Road, Ste D555 Las Vegas NV, 89103, which serves as its principal business location. The office is managed by BSSI, a business solutions provider.

The Company has renewed the lease for a period of three years which will expire on May 31, 2027. The Company (through RKings) maintains office and warehousing which are month-to-month rental arrangements that can be terminated by either the landlord or tenant with 30 days’ notice.

The Company (through RKings) maintains office and warehousing which are month-to-month rental arrangements that can be terminated by either the landlord or tenant with 30 days’ notice. 63 Table of Contents The Company (through Classics For a Cause) maintains office and warehousing which are month-to-month rental arrangements that can be terminated by either the landlord or tenant with 30 days’ notice.

The office is managed by BSSI, a business solutions provider. The Company believes its existing facilities and equipment, which are used by all reportable segments, are in good operating condition and are suitable for the conduct of its business. 68 Table of Contents

Country # of Leased Stores Europe 220 Africa 17 Total leased retail stores 237 The Company believes its existing facilities and equipment, which are used by all reportable segments, are in good operating condition and are suitable for the conduct of its business.

Added

The Company has renewed the lease for a period of three years which will expire on May 31, 2027.

Added

As of December 31, 2025, we also leased property in the following countries around the world that serve as our 237 retail locations, as set forth below.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+16 added−1 removed2 unchanged

2024 filing

2025 filing

Biggest changeThe results of any future litigation cannot be predicted with certainty and, regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, harm to brand and reputation, and other factors. The Company is in dispute with Mr.

Removed

Paul Hardman (one of the sellers of the 80% interest in RKings, described above in

Added

Paul Hardman, one of the sellers of the 80% interest in RKings, regarding a holdback amount of GBP 500,000 (approximately $672,550) that Mr. Hardman has alleged remains payable. The Company’s position is that Mr. Hardman breached certain terms of the RKings acquisition agreement, which gave rise to the dispute.

Added

As of the date hereof, no formal legal proceedings have been initiated by either party.

Added

Based on a settlement proposal received from legal counsel, the Company expects to resolve the dispute for at most GBP 170,000 (approximately $230,000 as of December 31, 2025) and accordingly recorded a reduction to the contingent liability of GBP 330,000 (approximately $440,000 as of December 31, 2025).

Added

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.

Added

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 17/02/2017.

Added

In the first action, the minority shareholders are asserting derivative claims on behalf of Fair Champions. In the second action, Meridian Serbia has 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.

Added

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. 64 Table of Contents 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.

Added

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.

Added

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.

Added

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.

Added

The Company is vigorously defending this dispute and believes that 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 involved in various labor and tax-related disputes in the ordinary course of business.

Added

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 Meridian Group, which represents more than 90% of all disputes.

Added

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.

Added

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, other than ordinary routine litigation incidental to the business, we are not currently a party to any material legal proceeding.

Added

In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Added

We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows. The Company may become involved in material legal proceedings in the future.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+2 added−7 removed7 unchanged

2024 filing

2025 filing

Biggest changeThe securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. 66 Table of Contents On December 12, 2025, the Company’s former Chief Executive Officer, Anthony Brian Goodman, converted 1,000 shares of the Company’s Series B Voting Preferred Stock into 83,333 shares of the Company’s common stock, pursuant to the Amended and Restated Certificate of Designation of Golden Matrix, establishing the designations, preferences, limitations, and relative rights of the Series B Voting Preferred Stock.

The repurchase program is scheduled to expire on July 15, 2025, when a maximum of $5.0 million of the Company’s common stock has been repurchased, or when such program is discontinued by the Company.

The repurchase program is scheduled to expire on December 15, 2026, when a maximum of $3.0 million of the Company’s common stock has been repurchased, or when such program is discontinued by the Company.

Issuer Repurchases of Equity Securities The following table sets forth share repurchase activity for the respective periods: Total Number Approximate of Shares Dollar Value of Purchased as Shares that Part of May Yet Be Publicly Purchased Total Number Average Announced Under the of Shares Price Paid Per Plans or Plans or Period Purchased Share Programs (1) Programs (1) October 1 – October 31, 2024 — $ — — $ 4,998,329 November 1 - November 30, 2024 — $ — — 4,998,329 December 1 – December 31, 2024 59,796 $ 2.0307 59,796 $ 4,876,900 Total 59,796 $ 2.0307 59,796 (1) On July 15, 2024, the Board of Directors of the Company approved a share repurchase program for the purchase of up to $5.0 million of the currently outstanding shares of the Company’s common stock.

Issuer Repurchases of Equity Securities The following table sets forth share repurchase activity for the respective periods: Total Number Approximate of Shares Dollar Value of Purchased as Shares that Part of May Yet Be Publicly Purchased Total Number Average Announced Under the of Shares Price Paid Per Plans or Plans or Period Purchased Share Programs (1) Programs (1) October 1 – October 31, 2025 November 1 - November 30, 2025 December 1 – December 31, 2025 12,079 $ 10.1640 12,079 $ 2,877,222 Total 12,079 $ 10.1640 12,079 $ 2,877,222 (1) On December 16, 2025, the Board of Directors of the Company approved a share repurchase program for the purchase of up to $3.0 million of the currently outstanding shares of the Company’s common stock.

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is presently traded on The Nasdaq Capital Market under the symbol “ GMGI ”. Prior to March 17, 2022, our common stock was quoted on the OTCQX® Best Market operated by OTC Markets Group Inc.

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is presently traded on The Nasdaq Capital Market under the symbol “ MRDN ”, and prior to March 3, 2026, was traded under the symbol “ GMGI ”.

On February 3, 2025, 20,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in January 2025. On March 3, 2025, 20,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in February 2025.

On October 31, 2025, 2,500 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in October 2025.

Recent sales of unregistered securities There have been no sales of unregistered securities during the year ended December 31, 2024, and from the period from January 1, 2025 to the filing date of this Report, which have not previously been disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, except as follows: Recent sales of unregistered securities during our fiscal year ended December 31, 2024 Acquisition of Minority Interest in Meridian Gaming S.A.C.

Recent sales of unregistered securities There have been no sales of unregistered securities during the year ended December 31, 2025, and from the period from January 1, 2026 to the filing date of this Report, which have not previously been disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, except as follows: Recent sales of unregistered securities during our fiscal year ended December 31, 202 5 On February 17, 2025, the True-Up Amount was determined to be $518,651 and on April 28, 2025, the Company issued 17,219 shares of common stock to the Classics Sellers to satisfy this obligation.

Holders According to the records of our transfer agent, as of December 31, 2024 there were approximately 165 record holders of our common stock, one holder of our Series B Voting Preferred Stock, and three holders of our Series C Voting Preferred Stock.

Holders According to the records of our transfer agent, as of March 30, 2026, there were approximately 136 record holders of our common stock and three holders of our Series C Voting Preferred Stock (for which there is no public market).

Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. 71 Table of Contents Item 6. [Reserved]

Open market purchases are expected to be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable laws and regulations. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.

Recent issuances of unregistered securities subsequent to our fiscal year ended December 31, 2024 On January 1, 2025, 20,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in December 2024.

Recent issuances of unregistered securities subsequent to our fiscal year ended December 31, 202 5 The Company did not issue any unregistered securities subsequent to December 31, 2025..

Removed

(the “ OTCQX ”), under the symbol “ GMGI ”. Prior to September 22, 2021, our common stock was quoted on the OTC Pink market operated by OTC Markets Group Inc.

Added

On November 10, 2025, the Company entered into Debt Conversion Agreements dated and effective August 28, 2025, with the minority interest holders of Meridian Gaming Ltd., a company formed and registered in the Republic of Malta, a wholly-owned subsidiary of the Company, pursuant to which a total of $24,000 owed to such minority interest holders was converted into 1,550 shares of common stock of the Company, based on a conversion price of $15.48 per share.

Removed

Peru and Meridian Worldwide Ltd. Cyprus. The Meridian Purchase Agreement required the purchase of the minority shares of certain subsidiaries of the MeridianBet Group. Based on this, on September 3, 2024, sales-purchase agreements were signed between the buyer – Meridian Malta and the seller of a 24.5% minority share in the company Meridian Gaming Peru S.A.C., Mr. Juan Jose Mantese.

Added

The issuance of the shares was exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act as the securities were exchanged by the Company with an existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

Removed

The purchase price was $3,098,797, of 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, with the remainder paid in cash, totaling $654,493.

Removed

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

Removed

The purchase price was $4,073,704, of which, in accordance with the agreement, a portion was paid in restricted shares of common stock of the Company, totaling 1,071,101 shares, each with an individual value of $3.00, while the remainder was paid in cash, totaling $860,404. 70 Table of Contents On December 11, 2024, 20,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in November 2024.

Removed

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. On January 1, 2025, 814,768 shares of restricted common stock were issued to one individual as consideration to acquire a 24.5% minority interest in Meridian Gaming Peru S.A.C., as discussed above.

Removed

Open market purchases are expected to be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable laws and regulations.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

47 edited+58 added−36 removed17 unchanged

2024 filing

2025 filing

Biggest changeThe Company generated cash from operating activities of $23,916,426 during the twelve months ended December 31, 2024, due primarily to a $4,337,364 increase in accounts payable and accrued liabilities, a $5,618,901 increase in right of use liabilities, $4,707,313 of stock-based compensation, $2,157,607 of non-cash interest expense related to debt discount amortization, $6,373,696 of amortization expenses relating to intangible assets, and $4,416,495 of depreciation expenses, which was mainly offset by a $1,409,849 net loss, and a $958,112 increase in inventory.

Biggest changeThe Company generated cash from operating activities of $25,358,108 during the twelve months ended December 31, 2025, due primarily to $91,819,422 of impairment losses, a $7,690,470 increase in accounts payable and accrued liabilities, $4,091,449 of stock-based compensation, $2,765,453 of non-cash interest expense related to debt discount amortization, $9,165,798 of amortization expenses relating to intangible assets, and $5,984,384 of depreciation expenses, which was mainly offset by an $91,982,136 net loss, a $2,606,175 increase in accounts receivable, a $4,039,351 decrease in other liabilities mainly related to deferred tax liabilities, and a $1,278,092 increase in inventory. 74 Table of Contents The Company generated cash from operating activities of $23,916,426 during the twelve months ended December 31, 2024, due primarily to a $4,337,364 increase in accounts payable and accrued liabilities, a $5,618,901 increase in right of use liabilities, $4,707,313 of stock-based compensation, $2,157,607 of non-cash interest expense related to debt discount amortization, $6,373,696 of amortization expenses relating to intangible assets, and $4,416,495 of depreciation expenses, which was mainly offset by a $1,409,849 net loss, and a $958,112 increase in inventory.

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 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law.

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 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law.

MD&A is organized as follows: · Results of Operations . An analysis of our financial results comparing the twelve-month periods ended December 31, 2024 and 2023. · Cash Requirements, Liquidity and Capital Resources . An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition. · Critical Accounting Policies and Estimates .

MD&A is organized as follows: · Results of Operations . An analysis of our financial results comparing the twelve-month periods ended December 31, 2025 and 2024. · Cash Requirements, Liquidity and Capital Resources . An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition. · Critical Accounting Policies and Estimates .

The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, goodwill and contingencies.

The preparation of these audited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, goodwill and contingencies.

In the future, we may be required to seek additional capital, including to pay amounts due pursuant to the terms of the MeridianBet Group Purchase Agreement, and to repay outstanding debt as discussed above, by selling additional debt or equity securities, which may include up to $8.5 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, or may otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency.

In the future, we may be required to seek additional capital, including to pay amounts due pursuant to the terms of the MeridianBet Group Purchase Agreement, and to repay outstanding debt as discussed above, by selling additional debt or equity securities, which may include up to $16.9 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, or may otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency.

Included in total assets at December 31, 2024 was $71,249,119 of goodwill and $56,393,457 in net intangible assets, as discussed in greater detail above under “ NOTE 8 – INTANGIBLE ASSETS– SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS ”, in the notes to the financial statements included under “ Item 8.

Included in total assets at December 31, 2024 was $71,249,119 of goodwill and $56,393,457 in net intangible assets, as discussed in greater detail under “ Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements ”, in the notes to the financial statements included under “ Item 8. Financial Statements and Supplementary Data ”.

Effective on April 1, 2024, the Golden Matrix acquired 100% of the MeridianBet Group, which was accounted for as a reverse merger. As a result, the historical financial information below represents the accounts of MeridianBet Group. Golden Matrix’s operations before the Meridian Purchase were excluded prior to April 1, 2024, the effective closing date of the Meridian Purchase.

Effective on April 1, 2024, the Golden Matrix acquired 100% of the MeridianBet Group, which was accounted for as a reverse merger. As a result, the historical financial information below represents the accounts of MeridianBet Group. Golden Matrix’s operations before the MeridianBet Acquisition were excluded prior to April 1, 2024, the effective closing date of the MeridianBet Acquisition.

Financial Statements and Supplementary Data ”, for more details on these debts. 75 Table of Contents Consideration payable to the former owners of MeridianBet Group: As discussed in greater detail in “ NOTE 22 - MERIDIANBET GROUP PURCHASE AGREEMENT ”, in the notes to the financial statements included under “ Item 8.

Financial Statements and Supplementary Data ”, for more details on these debts. Consideration payable to the former owners of MeridianBet Group: As discussed in greater detail in “ Note 22 – MeridianBet Group Purchase Agreement ”, in the notes to the financial statements included under “ Item 8.

Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. Results of Operations Twelve months ended December 31 , 2024, compared to the twelve months ended December 31 , 2023. The following table summarizes the consolidated results of operations for the changes between the periods.

Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. Results of Operations Twelve months ended December 31 , 202 5 , compared to the twelve months ended December 31 , 202 4 . The following table summarizes the consolidated results of operations for the changes between the periods.

Rents and utilities for the twelve months ended December 31, 2024, were $6,845,588, compared to $5,691,895 for the twelve months ended December 31, 2023, a $1,153,693 or 20% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.

Rents and utilities for the twelve months ended December 31, 2025, were $7,978,790, compared to $6,845,588, for the twelve months ended December 31, 2024, a $1,133,202, or 17% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.

Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Bit Tech Tanzania in the percentage of 10%, (b) Meridian Gaming Peru in the percentage of 24.5%, (c) Fair Champions Meridian Cyprus in the percentage of 49%, and (d) Classics Holding Pty Ltd Australia in the percentage of 20%.

Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30%; (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%; and (c) Classics Holding Pty Ltd Australia in the percentage of 20%.

EBITDA and Adjusted EBITDA are “ non-GAAP financial measures ” presented as a supplemental measure of the Company’s performance. They are not presented in accordance with GAAP. The Company uses EBITDA and Adjusted EBITDA as a metric of profits and successful operations management.

They are not presented in accordance with GAAP. The Company uses EBITDA and Adjusted EBITDA as a metric of profits and successful operations management.

Non-cash expenses for the twelve months ended December 31, 2024, mainly include stock-based compensation, amortization expenses on intangible assets, and depreciation on property plant and equipment.

Non-cash expenses for the twelve months ended December 31, 2025, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment, impairment losses on Goodwill and other intangible assets, and bad debt expense.

In particular, we use Adjusted EBITDA as a milestone for the purposes of certain incentive compensation programs applicable to some of our officers and directors, in order to evaluate our company’s performance and determine whether certain restricted stock units vest as of the end of December 31, 2024. EBITDA means net income (loss) before interest, taxes, depreciation and amortization.

In particular, we use Adjusted EBITDA as a milestone for the purposes of certain incentive compensation programs applicable to some of our officers and directors, in order to evaluate our company’s performance and determine whether certain restricted stock units and cash bonus will vest as of the end of December 31, 2025.

Included in total assets at December 31, 2023 was $15,107,422 in net intangible assets, as discussed in greater detail above under “ NOTE 8 – INTANGIBLE ASSETS– SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS ”, in the notes to the financial statements included under “ Item 8. Financial Statements and Supplementary Data ”.

Included in total assets at December 31, 2025 was $8,450,955 of goodwill and $26,463,965 in net intangible assets, as discussed in greater detail above under “ Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements ”, in the notes to the financial statements included under “ Item 8.

EBITDA and Adjusted EBITDA are unaudited, and have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. EBITDA and Adjusted EBITDA are unaudited, and have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable development stage companies. Cash Requirements, Liquidity and Capital Resources We had $30,125,944 of cash on hand and a working capital deficit of $18,484,062 as of December 31, 2024.

Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable development stage companies. Cash Requirements, Liquidity and Capital Resources We had $18,078,300 cash on hand and a working capital deficit of $24,128,745 as of December 31, 2025.

Cash flows Twelve Months Ended December 31 , 2024 2023 Cash provided by operating activities $ 23,916,426 $ 23,689,511 Cash used in investing activities $ (37,434,035 ) $ (13,065,811 ) Cash provided by (used in) financing activities $ 27,712,266 $ (4,153,625 ) Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities.

Cash flows Twelve Months Ended December 31 , 202 5 202 4 Cash provided by operating activities $ 25,358,108 $ 23,916,426 Cash used in investing activities $ (22,003,252 ) $ (37,434,035 ) Cash provided by (used in) financing activities $ (19,404,503 ) $ 27,712,266 Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities.

Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, the sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company's core activity.

Other income is related to income from marketing services for third-party advertising in Meridian betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, and other income that is not directly related to the Company’s core activity. For the twelve months ended December 31, 2025, and 2024, other income amounted to $2,558,579 and $2,262,782, respectively.

The reasons for the increase in the G&A are discussed in greater detail below: Stock-based compensation (within G&A) for the twelve months ended December 31, 2024, was $4,627,557, compared to $0 for the twelve months ended December 31, 2023, a $4,627,557 increase from the prior period, which was due mainly to restricted stock units (RSUs) granted to employees and directors of the Company, as well as shares issued for services during the period.

The reasons for the increase in the G&A are discussed in greater detail below: 69 Table of Contents Stock-based compensation (within G&A) for the twelve months ended December 31, 2025, was $4,002,846, compared to $4,627,557, for the twelve months ended December 31, 2024, a $624,711, or 13% decrease from the prior period, which was due mainly to the reduced number of restricted stock units (RSUs) granted during the period.

Summary of Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying audited financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows.

Risk Factors” of this Report for the discussion of risk factors and see “Cautionary Statement Regarding Forward-Looking Statements” for information on the forward-looking statements included below. 67 Table of Contents Summary of Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying audited financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows.

COGS from online casinos, online sports betting, retail casinos and retail sports betting increased by $4,347,736 in total, or 18%, to $28,018,654 for the twelve months ended December 31, 2024, from $23,670,918 for the twelve months ended December 31, 2023, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting.

COGS from online casino, online sports betting, retail casino and retail sports betting increased by $7,828,887 in total, or 27%, to $36,970,553 for the twelve months ended December 31, 2025, from $29,141,666 for the twelve months ended December 31, 2024, mainly due to the increase in the variable amounts of gaming tax and software fee costs in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting.

No shares have been sold under the Distribution Agreement to date. 78 Table of Contents Adjusted EBITDA – Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization In addition to our results calculated under generally accepted accounting principles in the United States (“ GAAP ”), we also present EBITDA and Adjusted EBITDA below.

Adjusted EBITDA – Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization In addition to our results calculated under generally accepted accounting principles in the United States (“ GAAP ”), we also present EBITDA and Adjusted EBITDA below. EBITDA and Adjusted EBITDA are “ non-GAAP financial measures ” presented as a supplemental measure of the Company’s performance.

The Company generated cash from operating activities of $23,689,511 during the twelve months ended December 31, 2023, due primarily to $13,894,886 of net income, $1,898,027 of amortization expenses, $3,519,083 of depreciation expenses, a $3,617,968 increase in accounts payable and accrued liabilities, an $843,595 increase in taxes payable, and a $1,839,949 increase in right of use liabilities, which was mainly offset by a $556,447 decrease in other liabilities. 77 Table of Contents During the twelve months ended December 31, 2024, cash used in investing activities was $37,434,035, which was primarily due to $23,852,949 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $4,126,172 of consideration paid to acquire Classics, $14,827,206 spent on intangible assets, and the $7,164,733 spent on property, plant and equipment, which was partially offset by $17,355,360 in cash assumed from investment in Golden Matrix.

During the twelve months ended December 31, 2024, cash used in investing activities was $37,434,035, which was primarily due to $23,852,949 of consideration paid to the former owners of MeridianBet Group in connection with the MeridianBet Acquisition, $4,126,172 of consideration paid to acquire Classics Holdings, $14,827,206 spent on intangible assets, and the $7,164,733 spent on property, plant and equipment, which was partially offset by $17,355,360 in cash assumed from investment in Golden Matrix.

For the twelve months ended December 31, 2024, and 2023, net income attributable to noncontrolling interest amounted to $70,400 and $192,348, respectively. The decrease was primarily due to the net loss incurred by the companies for the twelve months ended December 31, 2024. Net income (loss) attributable to GMGI .

For the twelve months ended December 31, 2025, and 2024, net income (loss) attributable to noncontrolling interest amounted to $(2,084,286) and $70,400, respectively.

During the twelve months ended December 31, 2024, cash provided by financing activities was $27,712,266, which was primarily due to proceeds from loans of $25,972,500, attributable to the Unicredit Bank facility, Hipotekarna Bank facility and the Igor Salindrija borrowing, and proceeds from convertible note and warrant of $8,747,556, relating to the Secured Convertible Note and Lind Warrants, discussed in greater detail above in the notes to consolidated financial statements under “ NOTE 15 – LONG TERM LIABILITIES—Lind Global Asset Management VIII LLC Securities SPA / Promissory Note ” in the notes to the financial statements included under “ Item 8.

During the twelve months ended December 31, 2024, cash provided by financing activities was $27,712,266, which was primarily due to proceeds from loans of $25,972,500, attributable to the Unicredit Bank facility, Hipotekarna Bank facility and the Igor Salindrija borrowing, and proceeds from convertible note and warrant of $8,747,556, relating to the Secured Convertible Note and Lind Warrants sold to the Investor in July 2024, which was offset by repayment of lease of $2,474,864 and repayment of debt of $3,675,091.

Liquidity and capital resources Description As of December 31, As of December 31, 2024 2023 Cash and cash equivalents $ 30,125,944 $ 20,405,296 Working capital (deficit) $ (18,484,062 ) $ 9,355,540 Shareholders’ equity $ 108,950,580 $ 59,986,549 The Company had $30,125,944 of cash on hand at December 31, 2024 and total assets of $213,717,593 ($45,066,481 of which were current assets) and a working capital deficit of $18,484,062 as of December 31, 2024.

Financial Statements and Supplementary Data ”. 73 Table of Contents The Company had $30,125,944 of cash on hand at December 31, 2024 and total assets of $213,717,593 ($45,066,481 of which were current assets) and a working capital deficit of $18,484,062 as of December 31, 2024.

The interest earned increased by $120,325, or 123%, to $218,145 for the twelve months ended December 31, 2024, from $97,820 for the twelve months ended December 31, 2023. The increase was mainly due to earned interest income from term deposits with banks. Foreign exchange loss.

The interest earned increased by $22,578, or 10%, to $240,723 for the twelve months ended December 31, 2025, from $218,145 for the twelve months ended December 31, 2024. The increase was due to higher amounts of funds placed in term deposits with commercial banks. Foreign exchange gain (loss) .

The increase in cash of $9,720,648 between December 31, 2024, and December 31, 2023, was mainly due to the proceeds from loans and borrowings. Our financial focus is on long-term, sustainable growth in revenue with the goal of marginal increases in expenses.

The decrease in cash of $12,047,644 between December 31, 2025, and December 31, 2024, was mainly due to the repayment of debt, cash used in investing activities, offset by cash provided by operating activities. Our financial focus is on long-term, sustainable growth in revenue with the goal of marginal increases in expenses.

Interest expense. The interest expense increased by $3,485,125, or 2,490%, to $3,521,288 for the twelve months ended December 31, 2024, from $36,163 for the twelve months ended December 31, 2023.

Interest expense increased by $1,057,556, or 30%, to $4,578,844 for the twelve months ended December 31, 2025, from $3,521,288 for the twelve months ended December 31, 2024.

Distribution Agreement On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20 million in shares of its common stock through Craig-Hallum, as sales agent.

Reconciliation of EBITDA and Adjusted EBITDA to Net income (loss): Twelve Months Period Ended December 31 , 2024 December 31 , 2023 Net income (loss) $ (1,409,849 ) $ 13,894,886 + Interest expense 3,521,288 36,163 - Interest income (218,145 ) (97,820 ) + Taxes 2,618,367 1,570,716 + Depreciation 4,416,495 3,519,083 + Amortization 6,373,696 1,898,027 EBITDA $ 15,301,852 $ 20,821,055 + Stock-based compensation 4,707,313 - + Restructuring costs 2,184,397 427,223 Adjusted EBITDA $ 22,193,562 $ 21,248,278 79 Table of Contents Critical Accounting Policies and Estimates The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view non-GAAP measures in conjunction with the most directly comparable GAAP financial measure. 76 Table of Contents Reconciliation of EBITDA and Adjusted EBITDA to Net loss: Twelve Months Period Ended December 31 , 202 5 December 31 , 202 4 Net loss $ (91,982,136 ) $ (1,409,849 ) + Interest expense 4,578,844 3,521,288 - Interest income (240,723 ) (218,145 ) + Taxes (5,206,194 ) 2,618,367 + Depreciation 5,984,384 4,416,495 + Amortization 9,165,798 6,373,696 EBITDA $ (77,700,027 ) $ 15,301,852 + Stock-based compensation 4,091,449 4,707,313 + Restructuring costs 113,455 2,184,397 + Impairment losses on intangible assets 91,819,422 - + Severance costs 1,058,542 - Adjusted EBITDA $ 19,382,841 $ 22,193,562 Critical Accounting Policies and Estimates The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The foreign exchange loss increased by $(567,284), to $(494,825) for the twelve months ended December 31, 2024, from a gain of $72,459 for the twelve months ended December 31, 2023.

Foreign exchange results improved by $1,255,045, resulting in a gain of $760,220 for the twelve months ended December 31, 2025, compared to a loss of $494,825 for the same period in 2024.

Salaries and wages for the twelve months ended December 31, 2024, were $21,230,038, compared to $14,591,220 for the twelve months ended December 31, 2023, a $6,638,818 or 45% increase from the prior period, which was due partially to $2,506,238 of salaries paid to employees of Golden Matrix after the acquisition.

Salaries and wages for the twelve months ended December 31, 2025, were $27,715,365, compared to $21,230,038, for the twelve months ended December 31, 2024, a $6,485,327, or 31% increase from the prior period.

General and administrative expenses increased by $31,344,423, or 58%, to $85,828,421 for the twelve months ended December 31, 2024, from $54,483,998 for the twelve months ended December 31, 2023. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, bad debt expense, rents and utilities.

General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, bad debt expense, impairment losses, rents and utilities.

During the twelve months ended December 31, 2023, cash used in investing activities was $13,065,811, which was primarily due to $7,345,778 spent on intangible assets, and $5,744,202 spent on property, plant and equipment.

During the twelve months ended December 31, 2025, cash used in investing activities was $22,003,252, which was primarily due to $1,824,971 of consideration paid to the former owners of MeridianBet Group in connection with the MeridianBet Acquisition, $7,464,849 spent on intangible assets, $6,184,530 spent on property, plant and equipment, and $5,431,507 spent on investment.

We may raise additional equity and debt funding in the future, including up to $8.5 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings Our material cash requirements include the following contractual obligations: Debt: The Company currently has the following outstanding debts: 1. Unicredit Bank Facility; 2. Hipotekarna Bank Facility; 3.

Our material cash requirements include the following contractual obligations: Debt: The Company currently has the following outstanding debts: 1. Unicredit Bank Facility; 2. Hipotekarna Bank Facility; and 3. Igor Salindrija Facility.

Net income attributable to GMGI decreased by $15,182,787, or 111%, to a net loss of $1,480,249 for the twelve months ended December 31, 2024, from net income of $13,702,538 for the twelve months ended December 31, 2023. The decrease was mainly due to an increase in the general and administrative expenses, foreign exchange losses, and interest expenses as discussed above.

Net loss attributable to MRDN increased by $88,417,601, or 5,973%, to a net loss of $89,897,850 for the twelve months ended December 31, 2025, from net loss of $1,480,249 for the twelve months ended December 31, 2024. The increase was mainly due to an increase in the impairment loss as discussed above. Our operating results are difficult to forecast.

For the twelve months ended December 31, 2024, and 2023, other income amounted to $2,262,782 and $1,572,256, respectively. The increase of $690,526 for the twelve months ended December 31, 2024, versus the twelve months ended December 31, 2023, is attributable to other operating income from the franchise partners such as marketing services, customer support services, staff training services, etc.

The increase of $295,797 for the twelve months ended December 31, 2025, versus the twelve months ended December 31, 2024, was primarily attributable to a higher operating income from franchise partners, including marketing services, customer support services, and staff training services. Provision for income taxes. Our effective tax rate for the year ended December 31, 2025 was 5.4% ($5,206,194).

COGS . Costs of goods sold increased by $37,793,114, or 153%, to $62,543,407 for the twelve months ended December 31, 2024, from $24,750,293 for the twelve months ended December 31, 2023. The increase was primarily attributable to the acquisition of Golden Matrix, which contributed $33,401,741 to COGS in the twelve months ended December 31, 2024.

Costs of goods sold increased by $16,863,246, or 27%, to $79,406,653 for the twelve months ended December 31, 2025, from $62,543,407 for the twelve months ended December 31, 2024.

Adjusted EBITDA means EBITDA before stock-based compensation, and restructuring costs which include charges or expenses attributable to acquisition related costs. EBITDA and Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for net income or loss calculated in accordance with GAAP.

EBITDA means net loss before interest, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA before stock-based compensation, severance costs related to the termination of executive officers and directors, impairment losses related to goodwill and other intangible assets, and restructuring costs which include charges or expenses attributable to acquisition related costs.

Bad debt expense for the twelve months ended December 31, 2024 were $1,358,147, compared to $304,358 for the twelve months ended December 31, 2023, a $1,053,789 or 346% increase from the prior period, which was mainly due to the recognition of an allowance for doubtful accounts related to aged receivables from the Company’s resale of gaming content business that were deemed uncollectible.

Bad debt expense for the twelve months ended December 31, 2025 were $725,061, compared to $1,358,147 for the twelve months ended December 31, 2024, a $633,086, or 47% decrease from the prior period.

“ NOTE 2 - SUMMARY OF ACCOUNTING POLICIES, ” of the notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023, filed with the Commission on January 17, 2024, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

“Note 1 – Basis of Presentation and Accounting Policies ” in the notes to the financial statements included under “ Item 8. Financial Statements and Supplementary Data ”, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

Gross profit from online casinos, online sports betting, retail casinos and retail sports betting increased by $8,741,490 or 13%, for the twelve months ended December 31, 2024, compared to the twelve months ended December 31, 2023. The increase in the gross profit was mainly due to the increase in the revenues as discussed above. General and administrative expenses (G&A) .

Revenues from retail sports betting and retail casino increased by $1,885,894, or 8%, to $25,068,948 for the twelve months ended December 31, 2025, compared to $23,183,054 for the twelve months ended December 31, 2024.

Gross profit . Gross profit increased by $20,328,897, or 30%, to $88,572,125 for the twelve months ended December 31, 2024, from $68,243,228 for the twelve months ended December 31, 2023. The increase was primarily attributable to the acquisition of Golden Matrix, which contributed $11,483,369 to gross profit in the twelve months ended December 31, 2024.

Gross profit increased by $14,884,595, or 17%, to $103,456,720 for the twelve months ended December 31, 2025, from $88,572,125 for the twelve months ended December 31, 2024.

Amortization expenses for the twelve months ended December 31, 2024, were $6,373,696, compared to $1,898,027 for the twelve months ended December 31, 2023, a $4,475,669, or 236% increase from the prior period, which was due mainly to the amortization of the new intangible assets recognized as a result of the acquisition of Golden Matrix.

Amortization expenses for the twelve months ended December 31, 2025, were $9,165,798, compared to $6,373,696, for the twelve months ended December 31, 2024, an increase of $2,792,102, or 44%.

Financial Statements and Supplementary Data ”, the Company incurred the following payment obligations in connection with the Meridian Purchase: Consideration payable to the former owners of MeridianBet Group Cash Consideration Due Cash Consideration Paid Paid In Golden Matrix Shares Cash Consideration Balance as of December 31, 2024 Closing Cash Consideration $ 12,000,000 $ 12,000,000 $ - $ - Deferred Cash Consideration 18,000,000 11,498,409 6,000,000 501,591 Contingent Post-Closing Cash Consideration due 5 days after the six-month anniversary of the Closing 5,000,000 225,000 2,125,000 2,650,000 12 Month Non-Contingent Post-Closing Cash Consideration 10,000,000 129,540 - 9,870,460 18 Month Non-Contingent Post-Closing Cash Consideration 10,000,000 - - 10,000,000 Promissory Note Consideration 15,000,000 - - 15,000,000 Consideration paid $ 70,000,000 $ 23,852,949 $ 8,125,000 $ 38,022,051 Contingent obligation: The Company had a possible holdback payment of approximately $626,450 (GBP 500,000) as part of the consideration for the acquisition of RKings.

Shares Cash Consideration Balance as of December 31, 2025 Closing Cash Consideration $ 12,000,000 $ 12,000,000 $ - $ - Deferred Cash Consideration 18,000,000 11,498,409 6,501,591 - Contingent Post-Closing Cash Consideration due 5 days after the six-month anniversary of the Closing 5,000,000 $ 1,699,642 3,290,358 10,000 12 Month Non-Contingent Post-Closing Cash Consideration 10,000,000 $ 189,540 9,630,460 180,000 18 Month Non-Contingent Post-Closing Cash Consideration 10,000,000 $ 290,328 8,700,000 1,009,672 Promissory Note Consideration 15,000,000 - - 15,000,000 Consideration paid $ 70,000,000 $ 25,677,919 $ 28,122,409 $ 16,199,672 The Company has received confirmation from the former owners of MeridianBet Group that they will not demand repayment or conversion of the consideration until such time as the Company has the ability to repay.

Removed

Added

Twelve Months Ended December 31 , 202 5 202 4 $Change %Change Revenue $ 182,863,373 $ 151,115,532 $ 31,747,841 21 % Cost of goods sold (COGS) 79,406,653 62,543,407 16,863,246 27 % Gross profit 103,456,720 88,572,125 14,884,595 17 % General and administrative expenses 199,625,728 85,828,421 113,797,307 133 % (Loss) income from operations (96,169,008 ) 2,743,704 (98,912,712 ) -3,605 % Interest expense (4,578,844 ) (3,521,288 ) (1,057,556 ) 30 % Interest earned 240,723 218,145 22,578 10 % Foreign exchange gain (loss) 760,220 (494,825 ) 1,255,045 -254 % Other income 2,558,579 2,262,782 295,797 13 % Provision for income taxes (5,206,194 ) 2,618,367 (7,824,561 ) -299 % Net loss (91,982,136 ) (1,409,849 ) (90,572,287 ) 6,424 % Net income (loss) attributable to noncontrolling interest (2,084,286 ) 70,400 (2,154,686 ) -3,061 % Net loss attributable to MRDN $ (89,897,850 ) $ (1,480,249 ) $ (88,417,601 ) 5,973 % Revenue .

Removed

Twelve Months Ended December 31, 2024 2023 $Change %Change Revenue $ 151,115,532 $ 92,993,521 $ 58,122,011 63 % Cost of goods sold (COGS) 62,543,407 24,750,293 37,793,114 153 % Gross profit 88,572,125 68,243,228 20,328,897 30 % General and administrative expenses 85,828,421 54,483,998 31,344,423 58 % Income from operations 2,743,704 13,759,230 (11,015,526 ) (80 )% Interest expense (3,521,288 ) (36,163 ) (3,485,125 ) 9637 % Interest earned 218,145 97,820 120,325 123 % Foreign exchange gain (loss) (494,825 ) 72,459 (567,284 ) (783 )% Other income 2,262,782 1,572,256 690,526 44 % Provision for income taxes 2,618,367 1,570,716 1,047,651 67 % Net income (loss) (1,409,849 ) 13,894,886 (15,304,735 ) (110 )% Net income attributable to noncontrolling interest 70,400 192,348 (121,948 ) (63 )% Net income (loss) attributable to GMGI $ (1,480,249 ) $ 13,702,538 $ (15,182,787 ) (111 )% 72 Table of Contents Revenue .

Added

Revenue increased by $31,747,841, or 21%, to $182,863,373 for the twelve months ended December 31, 2025, from $151,115,532 for the twelve months ended December 31, 2024. 68 Table of Contents Revenues from MeridianBet Group increased by $18,330,167, or 17%, to $124,560,589, for the twelve months ended December 31, 2025, from $106,230,422 for the twelve months ended December 31, 2024.

Removed

Revenue increased by $58,122,011, or 63%, to $151,115,532 for the twelve months ended December 31, 2024, from $92,993,521 for the twelve months ended December 31, 2023.

Added

Revenues from online casinos increased by $11,318,728, or 27%, to $53,848,192, for the twelve months ended December 31, 2025, from $42,529,464 for the twelve months ended December 31, 2024, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 10+ new providers (some of which are AIR Dice, Push Gaming, and EGT Digital), launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 3 most popular game in the fourth quarter of 2025; revenues from online sports betting which increased by $4,619,540, or 12%, to $42,224,494, for the twelve months ended December 31, 2025, from $37,604,954 for the twelve months ended December 31, 2024, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout – settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, and an increase in live streams, especially for tennis.

Removed

The increase was primarily attributable to the acquisition of Golden Matrix, which contributed $44,885,110 of revenues in the twelve months ended December 31, 2024. $32,401,718 of the revenues were from prize competitions and trade promotions, and $11,230,611 of the revenues were from resale of third-party gaming content and software usage, both of which did not exist until the acquisition of Golden Matrix.

Added

The increase was primarily driven by the deployment of an additional 100 new, latest-generation IMPERA slot machines, as well as the impact of betting shop promotions such as “happy hour” and slot promotions, the renovation of 50 premises, and the opening of 10 new locations.

Removed

Revenues from online casinos increased by $8,126,070, or 24%, to $42,529,464, for the twelve months ended December 31, 2024, from $34,403,393 for the twelve months ended December 31, 2023, mainly due to the increase in the offer of online casino games from different providers to 1500+, the launch of our integrated Play'n GO provider, the launch of the new game "Super Heli" from the Company’s studio Expanse, which became a top 3 most popular game in the third quarter of 2024, and revenues from online sports betting which increased by $4,149,050, or 12%, to $37,604,954, for the twelve months ended December 31, 2024, from $33,455,904 for the twelve months ended December 31, 2023, mainly due to our marketing campaigns, including marketing around the European football/soccer Championship in June 2024 and the Summer Olympic Games in August/September of 2024.

Added

Revenues from the GMAG segment, RKings and Classics For a Cause increased by $13,417,674, or 30%, to $58,302,784, for the twelve months ended December 31, 2025, from $44,885,110 for the twelve months ended December 31, 2024.

Removed

Revenues from retail sports betting and retail casino increased by $814,105, or 4%, to $23,183,054 for the twelve months ended December 31, 2024, from $22,368,949 for the twelve months ended December 31, 2023, mainly due to an increase in the number of new slot machines (120) and favorable retail sports results during the month of June 2024, thanks to the impact of the European football/soccer championship during June/July 2024.

Added

The increase was primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and because, as a result, revenues generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

Removed

A total of $24,439,740 of the COGS was from prize competitions and trade promotions, and $8,783,959 of the COGS was from resale of third-party gaming content, both of which did not exist until the acquisition of Golden Matrix effective on April 1, 2024.

Added

In addition, the Classics Holdings acquisition became effective on August 1, 2024, and accordingly revenues generated by Classics For a Cause from January 1, 2024 through July 31, 2024 were not included in the prior-year comparative period. COGS .

Removed

Salaries paid to employees of MeridianBet Group increased by $4,132,580, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period. 73 Table of Contents Professional fees for the twelve months ended December 31, 2024, were $3,992,383, compared to $2,024,135 for the twelve months ended December 31, 2023, a $1,968,248 or 97% increase from the prior period, which was due partially to the $1,173,025 of professional fees of Golden Matrix after the acquisition, in connection with the acquisition of Golden Matrix, Classics, fund raising and accounting fees.

Added

COGS from the GMAG segment, RKings, and Classics For a Cause increased by $9,034,359, or 27%, compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and as a result, COGS generated by these segments for the period from January to March 2024, were not included in the prior-year comparative figures.

Removed

Professional fees of MeridianBet Group increased by $795,223, which was mainly due to consulting services as well as legal and audit services, in connection with the acquisition with Golden Matrix.

Added

Removed

Marketing expenses for the twelve months ended December 31, 2024, were $18,925,124, compared to $12,190,153 for the twelve months ended December 31, 2023, a $6,734,971 or 55% increase from the prior period, which was due partially to the $4,088,272 of marketing fees from Golden Matrix after the acquisition, in connection with prize competitions in the UK, trade promotions in Australia and online casino business in Mexico, and the resale of gaming content in the Asia Pacific region.

Added

Gross profit from online casino increased by $37,865,629 or 23%; gross profit from online sports betting increased by $29,691,935, or 9%; gross profit from retail sports betting and retail casino increased by $17,628,289 or 5%; gross profit from bars increased by $1,520,876 or 3%, and gross profit from franchise fee increased by $883,307 or 38%, for the twelve months ended December 31, 2025 compared to the twelve months ended December 31, 2024.

Removed

Marketing expenses of MeridianBet Group increased by $2,646,699, primarily driven by our focused efforts around the European football/soccer championship (EURO 2024, June/July 2024) and the Summer Olympic Games in August/September 2024. We invested in new video content on YouTube, TV commercials, billboards, and strategic sponsorships.

Added

Gross profit from the GMAG segment, RKings, and Classics For a Cause increased by $4,383,315, or 38%, compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and as a result, gross profits generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

Removed

Additionally, our expanded online campaigns on Facebook and Google, along with organizing trips for our customers, reflect our traditionally rooted commitment to investing in customer engagement and brand visibility.

Added

General and administrative expenses (G&A) . General and administrative expenses increased by $113,797,307, or 133%, to $199,625,728 for the twelve months ended December 31, 2025, from $85,828,421 for the twelve months ended December 31, 2024.

Removed

The increase was mainly due to the amortization of debt discount related to the issuance of the Secured Convertible Note in the amount of $2,157,607 and interest from Facility Agreement in the amount of $1,114,524. Interest earned .

Added

The amortization expenses from MeridianBet Group increased by $1,218,088, or 52%, which was primarily due to certain previously capitalized intangible assets being completed and placed into service and therefore beginning amortization during the period.

Removed

This increase was primarily driven by the appreciation of the USD against the AUD and MXN, affecting subsidiaries that owe balances to the parent company in USD and the depreciation of the USD against the Euro and RSD, currencies in which the Company holds debts. Other Income.

Added

The amortization expenses from Golden Matrix increased by $1,574,014, or 39%, which was primarily due to the amortization of newly recognized intangible assets resulting from the acquisitions of Golden Matrix and Classics Holdings.

Removed

Provision for income taxes . The provision for income tax increased by $1,047,651, or 67%, to $2,618,367 in the twelve months ended December 31, 2024, from $1,570,716 in the twelve months ended December 31, 2023.

Added

Salaries paid to employees of MeridianBet Group increased by $3,478,266, or 19%, which was due mainly to increased headcount to both support increased operations and to enable the entry into new markets.

Removed

The increase was mainly due to $1,468,472 in accrued tax expenses in Greece, discussed in greater detail in “ NOTE 21 - COMMITMENTS AND CONTINGENCIES ”, in the notes to the financial statements included under “ Item 8.

Added

Salaries paid to employees of Golden Matrix increased by $3,007,061, or 120%, which was due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and because as a result, salaries for the period from January to March 2024 were not included in the prior-year comparative figures.

Removed

Financial Statements and Supplementary Data ”, as well as $558,637 in income taxes related to prize competitions in the UK and trade promotions in Australia, which were acquired as part of the Golden Matrix acquisition effective on April 1, 2024. 74 Table of Contents Net income (loss) attributable to noncontrolling interest .

… 61 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed0 unchanged

2024 filing

2025 filing

Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. 80 Table of Contents

Top changes in Golden Matrix Group, Inc.'s 2025 10-K

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other GMGI 10-K year-over-year comparisons