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Meridian Holdings Inc./NV

For the period ended Dec 31, 2024. Filed Mar 24, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 24, 2025

MRDN$6.24-23.9%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Report:

(1) Financial Statements

Page
Index to Financial Statements
Report of Independent Registered Public Accounting Firm (ID #2738)F-2
Consolidated Balance SheetsF-3
Consolidated Statements of Operations and Comprehensive IncomeF-4
Consolidated Statements of Shareholders’ EquityF-5
Consolidated Statements of Cash FlowsF-6
Notes to Consolidated Financial StatementsF-7

(2) Financial Statement Schedules:

Except as provided above, all financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10‑K.

(3) Exhibits required by Item 601 of Regulation S-K

Incorporated by Reference
Exhibit Number · Description of Exhibit · Filed/ Furnished Herewith · Form · Exhibit · Filing Date/Period End Date · File Number
1.1+At-The-Market Issuance Distribution Agreement by and between Golden Matrix Group, Inc. and Craig-Hallum Capital Group LLC, dated November 22, 20248-K1.111/22/2024001-41326
2.1+Sale and Purchase Agreement of Ordinary Issued Share Capital dated November 29, 2021, by and between Golden Matrix Group, Inc., as Purchaser, and Mark Weir and Paul Hardman, as Shareholders of RKingsCompetitions Ltd, a Private Limited Company Formed and Registered in and Under the Laws of Northern Ireland, as Sellers8-K2.112/3/2021000-54840
2.2£+Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers8-K2.26/30/2023001-41326
2.3First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated September 22, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers8-K2.29/28/2023001-41326
2.4Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated January 22, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers8-K2.31/24/2024001-41326
2.5Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated April 8, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers8-K2.44/9/2024001-41326
2.6+Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated June 17, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers8-K2.56/21/2024001-41326
2.7Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated October 1, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers8-K2.610/2/2024001-41326
2.8+Share Exchange Agreement dated August 16, 2024, by and between Golden Matrix Group, Inc., Classics Holdings Co. Pty Ltd. and the Shareholders of Classics Holdings Co. Pty Ltd.8-K2.18/20/2024001-41326
3.1Articles of Incorporation Since Formation and through April 202010-KT/A3.110/28/2020000-54840
3.2Amended and Restated Certificate of Designation of Golden Matrix Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of its Series B Voting Preferred Stock as filed with the Secretary of State of Nevada on March 11, 20228-K10.13/14/2022000-54840
3.3Certificate of Correction (correcting Certificate of Change filed with the Secretary of State of Nevada on April 27, 2020) filed with the Secretary of State of Nevada on October 26, 20208-K3.210/28/2020000-54840
3.4Certificate of Amendment to Articles of Incorporation, as filed with the Secretary of State of Nevada on December 16, 20218-K3.112/16/2021000-54840
3.5Certificate of Amendment to Articles of Incorporation of Golden Matrix Group, Inc., as filed with the Secretary of State of Nevada on April 4, 20248-K3.14/9/2024001-41326
3.6Certificate of Designation of Golden Matrix Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Preferred Stock, as filed with the Secretary of State of Nevada on April 4, 20248-K3.34/9/2024001-41326
3.7Bylaws of the CompanyS-13.210/7/2008333-153881
3.10Amendment to the Bylaws of Golden Matrix Group, Inc. dated April 5, 20248-K3.24/9/2024001-41326
3.11Amendments to the Bylaws of Golden Matrix Group, Inc. dated January 29, 20258-K3.21/30/2025001-41326
4.1Common Stock Purchase Warrant (750,000 shares of common stock), dated July 2, 2024, issued by Golden Matrix Group, Inc. to Lind Global Asset Management VIII LLC8-K4.17/3/2024001-41326
4.2Description of Securities of the Registrant*x
10.1License Agreement, by and between Golden Matrix Group, Inc. and Articulate Pty. Ltd., dated March 1, 20188-K10.23/2/2018000-54840
10.2License Agreement between Golden Matrix Group, Inc. and Red Label Technology Pte Ltd. dated July 1, 201810-KT/A10.410/28/2020000-54840
10.3***Golden Matrix Group, Inc. 2018 Equity Incentive Plan10.1S-810/15/2019333-234192
10.4Form of Common Stock Purchase Warrant (August 2020 Private Offering)8-K10.28/27/2020000-54840
10.5***Employment Agreement between Golden Matrix Group, Inc. and Anthony Brian Goodman dated October 26, 20208-K10.110/28/2020000-54840
10.6***Employment Agreement between Golden Matrix Group, Inc. and Weiting Feng dated October 26, 20208-K10.210/28/2020000-54840
10.7#Sportsbook Software Licence and Services Agreement dated October 21, 2020 (and effective October 28, 2020), by and between Golden Matrix Group, Inc. and Amelco UK Limited8-K10.111/2/2020000-54840
10.8Distribution Agreement effective November 18, 2020, by and between Golden Matrix Group, Inc. and Playtech Software Limited8-K10.111/23/2020000-54840
10.9October 31, 2020, Memorandum between Golden Matrix Group, Inc. and Articulate Pty Ltd10-Q10.2112/11/2020000-54840
10.10Share Purchase Agreement effective December 22, 2020, by and between Golden Matrix Group, Inc. and Global Technology Group Pty Ltd8-K10.112/28/2020000-54840
10.11Form of Common Stock Purchase Warrant (January 2021 Private Offering)8-K10.21/26/2021000-54840
10.12Asset Purchase Agreement effective March 1, 2021, by and between Golden Matrix Group, Inc. and Gamefish Global Pty Ltd8-K10.13/8/2021000-54840
10.13Purchase Agreement, effective August 10, 2020, by and between Golden Matrix Group, Inc. and Articulate Pty Ltd and Brett Goodman and Jason Silver10-K10.254/30/2021000-54840
10.14December 31, 2020, Agreement between Golden Matrix Group, Inc., Hopestar Technology Service Co., Ltd and Articulate Pty Ltd10-K10.264/30/2021000-54840
10.15Consultant Agreement between Golden Matrix Group, Inc. and ANS Advisory dated March 1, 202110-K10.274/30/2021000-54840
10.16Consultant Agreement between Golden Matrix Group, Inc. and Ontario Inc dated March 1, 202110-K10.284/30/2021000-54840
10.17Common Stock Purchase Warrant to purchase 120,000 shares of common stock issued to Aaron Neill-Stevens dated March 22, 202110-K10.294/30/2021000-54840
10.18Common Stock Purchase Warrant to purchase 120,000 shares of common stock issued to Vladislav Slava Aizenshtat dated March 22, 202110-K10.34/30/2021000-54840
10.19Consulting Agreement dated April 22nd, 2021, by and between Omar Jimenez and Golden Matrix Group, Inc.8-K10.14/23/2021000-54840
10.20***Amendment to Employment Agreement between Golden Matrix Group, Inc. and Weiting Feng dated April 27, 202110-K10.334/30/2021000-54840
10.21Software Licensing Agreement dated June 4, 2021 (and effective June 28, 2021), by and between Golden Matrix Group, Inc. and Fantasma Games AB8-K10.16/29/2021000-54840
10.22Agreement to Amend and Restate Common Stock Purchase Warrant, dated July 14, 2021, and effective June 6, 2021, by and among Golden Matrix Group, Inc. and Knutsson Holdings AB8-K10.17/15/2021000-54840
10.23Amended and Restated Common Stock Purchase Warrant to purchase 830,000 shares of common stock dated July 14, 2021, and effective June 6, 20218-K10.27/15/2021000-54840
10.24Golden Matrix Group, Inc. 2022 Equity Incentive Plan8-K10.15/11/2022001-41326
10.25Settlement and Mutual Release Agreement dated August 1, 2022, by and between Golden Matrix Group, Inc. and Mark Weir10-K10.341/30/2023001-41326
10.26***First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Anthony Brian Goodman8-K10.19/20/2022001-41326
10.27***First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Weiting ‘Cathy’ Feng8-K10.29/20/2022001-41326
10.28***Form of Golden Matrix Group, Inc. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2022 Equity Incentive Plan)(officer and employee awards – September 2022)8-K10.39/20/2022001-41326
10.29***Employment Agreement effective September 1, 2022, between Golden Matrix Group, Inc. and Brett Goodman8-K10.49/20/2022001-41326
10.30***Form of Stock Option Agreement – Brett Goodman (2018 Equity Incentive Plan)8-K10.59/20/2022001-41326
10.31Share Purchase Agreement dated October 17, 2022, and effective October 24, 2022, by and between Golden Matrix Group, Inc. and the Shareholders of GMG Assets Limited8-K10.110/27/2022001-41326
10.32***Consulting Agreement dated October 27, 2022, by and between Golden Matrix Group, Inc. and Aaron Richard Johnston8-K10.111/1/2022001-41326
10.33***Golden Matrix Group, Inc. RSU Award Grant Notice and RSU Award Agreement dated October 27, 2022 (2022 Equity Incentive Plan)(Aaron Richard Johnston, Consulting Agreement - October 2022)8-K10.211/1/2022001-41326
10.34***Golden Matrix Group, Inc. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement dated October 27, 2022 (2022 Equity Incentive Plan)(Aaron Richard Johnston, Consulting Agreement - October 2022)8-K10.311/1/2022001-41326
10.35***Software License Agreement between Elray Resources Inc. and Golden Matrix Group, Inc., effective December 1, 20228-K10.112/12/2022001-41326
10.36***Memorandum between Articulate Pty Ltd and Golden Matrix Group, Inc., dated October 14, 202210-K10.451/30/2023001-41326
10.37***Golden Matrix Group, Inc. 2023 Equity Incentive Plan8-K/A10.14/4/2024001-41326
10.38Nominating and Voting Agreement dated April 9, 2024, by and between Golden Matrix Group, Inc., Aleksandar Milovanović, Zoran Milošević and Snežana Božović8-K10.14/9/2024001-41326
10.39Day-to-Day Management Agreement dated April 9, 2024, by and between Golden Matrix Group, Inc. and Zoran Milošević8-K10.24/9/2024001-41326
10.40Promissory Note dated April 9, 2024, in the amount of $13,125,000 representing amounts owed by Golden Matrix Group, Inc. to Aleksandar Milovanović8-K10.34/9/2024001-41326
10.41Promissory Note dated April 9, 2024, in the amount of $1,250,000 representing amounts owed by Golden Matrix Group, Inc. to Zoran Milošević8-K10.44/9/2024001-41326
10.42Promissory Note dated April 9, 2024, in the amount of $625,000 representing amounts owed by Golden Matrix Group, Inc. to Snežana Božović8-K10.54/9/2024001-41326
10.43Facility Agreement dated April 30, 2024, by and between Unicredit Bank Serbia JSC Belgrade and Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd8-K10.15/7/2024001-41326
10.44≠Form of Golden Matrix Group, Inc. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2022 Equity Incentive Plan)(director, officer and employee awards – May 2024)8-K10.25/10/2024001-41326
10.45≠Form of Golden Matrix Group, Inc. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2022 Equity Incentive Plan)(Meridian Company employee awards – May 2024)8-K10.35/10/2024001-41326
10.46***Form of First Amendment to RSU Award Agreement (Director awards – May 2024)8-K10.15/10/2024001-41326
10.47Guaranty Agreement dated May 16, 2024, by Golden Matrix Group, Inc. in favor of Unicredit Bank Serbia JSC Belgrade8-K10.15/20/2024001-41326
10.48Debt Conversion Agreement dated June 17, 2024, by and between Golden Matrix Group, Inc. and Aleksandar Milovanović8-K10.16/21/2024001-41326
10.49Deferred Compensation Convertible Promissory Note dated June 17, 2024, in the amount of $3,000,000 representing amounts owed by Golden Matrix Group, Inc. to Aleksandar Milovanović8-K10.26/21/2024001-41326
10.50***First Amendment to First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Anthony Brian Goodman dated June 18, 20248-K10.36/21/2024001-41326
10.51***First Amendment to First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Weiting ‘Cathy’ Feng dated June 18, 20248-K10.46/21/2024001-41326
10.52***Employment Agreement dated June 18 2024, between Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd and Zoran Milošević8-K10.56/21/2024001-41326
10.53***Employment Agreement dated June 18 2024, between Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd and Snežana Božović8-K10.66/21/2024001-41326
10.54+Securities Purchase Agreement between Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC, dated July 2, 20248-K10.17/3/2024001-41326
10.55$12,000,000 Senior Secured Convertible Promissory Note, dated July 2, 2024, issued by Golden Matrix Group, Inc. to Lind Global Asset Management VIII LLC8-K10.27/3/2024001-41326
10.56Security Agreement between Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC, dated July 1, 20248-K10.37/3/2024001-41326
10.57Pledge Agreement, dated July 2, 2024, Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC8-K10.47/3/2024001-41326
10.58Loan Agreement between Meridianbet Doo and Hipotekarna Bank AD Podgorica dated March 21, 202410-Q10.228/13/2024001-41326
10.59Loan Agreement between Igor Salindrija, as lender and Meridian Gaming Limited, as borrower, dated April 1, 202410-Q10.238/13/2024001-41326
10.60First Amendment Agreement to Facility Agreement dated June 28, 2024, by and between Unicredit Bank Serbia JSC Belgrade and Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd10-Q10.248/13/2024001-41326
10.61First Amendment to Senior Secured Convertible Promissory Note, dated and effective August 9, 2024, by and between Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC10-Q10.258/13/2024001-41326
10.62Shareholders Agreement dated August 16, 2024, by and between Golden Matrix Group, Inc. and the other Shareholders of Classics Holdings Co. Pty Ltd.8-K10.18/20/2024001-41326
10.63***Separation and Release Agreement, effective September 9, 2024, by and between Golden Matrix Group, Inc. and Omar Jimenez8-K10.19/11/2024001-41326
10.64Debt Conversion Agreement dated October 1, 2024, by and between Golden Matrix Group, Inc. and Aleksandar Milovanović, Zoran Milošević and Snežana Božović8-K10.110/2/2024001-41326
10.65Second Amendment to Senior Secured Convertible Promissory Note, dated and effective October 30, 2024, by and between Golden Matrix Group, Inc. and Lind Global Asset Management VIII LLC8-K10.110/31/2024001-41326
10.66***Form of Golden Matrix Group, Inc. RSU Award Grant Notice and RSU Award Agreement (2023 Equity Incentive Plan)(Meridian Company employee awards – January 2025)8-K10.11/16/2025001-41326
10.67Amended and Restated Nominating and Voting Agreement dated January 29, 2025, by and between Golden Matrix Group, Inc., Aleksandar Milovanović, Zoran Milošević and Snežana Božović8-K10.11/30/2025001-41326
10.68Debt Conversion Agreement dated February 18, 2025, by and between Golden Matrix Group, Inc. and Aleksandar Milovanović8-K10.12/26/2025001-41326
10.69***Form of Indemnification Agreement8-K10.22/26/2025001-41326
10.70***Second Amendment to First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Anthony Brian Goodman dated March 20, 2025*x
10.71***Second Amendment to First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Weiting ‘Cathy’ Feng dated March 20, 2025*x
14.1Code of Business Conduct and Ethics8-K14.110/28/2020001-41326
19.1Golden Matrix Group, Inc. Amended and Restated Policy on Insider Trading*x
21.1Subsidiaries*x
23.1Consent of M&K CPAS, PLLC*x
31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*x
31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*x
32.1Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act**x
32.2Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act**x
99.1Audit Committee Charter8-K99.11/28/2021000-54840
99.2Compensation Committee Charter8-K99.38/27/2020000-54840
99.3Nominating and Corporate Governance Committee Charter8-K99.48/27/2020000-54840
99.4Corporate Disclosure Policy8-K99.14/23/2021000-54840
97.1Golden Matrix Group, Inc., Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation8-K10.19/28/2023000-54840
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentx
101.SCH*Inline XBRL Taxonomy Extension Schema Documentx
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Documentx
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Documentx
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Documentx
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Documentx
104*Inline XBRL for the cover page of this Transition Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Setx
  • Filed herewith.

** Furnished herewith.

*** Indicates management contract or compensatory plan or arrangement.

Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

  • Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Golden Matrix Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

£ Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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