Meridian Holdings Inc./NV

(a)

The below events occurred within four business days of the filing date of this periodic report and as such, the Company is disclosing the occurrence of the events below under “Item 1.01 Entry Into a Material Definitive Agreement”, “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant”, and “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”, instead of a stand-alone Current Report on Form 8-K:

Item 1.01 Entry Into a Material Definitive Agreement.

As discussed above under “Note 22 – MeridianBet Group Purchase Agreement—Promissory Notes”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, on April 9, 2024, the MeridianBet Acquisition was completed, and Golden Matrix acquired 100% of MeridianBet Group, effective for all purposes as of April 1, 2024. In connection with the MeridianBet Acquisition, on April 9, 2024, Golden Matrix issued the Meridian Sellers, among other consideration, $15 million in Promissory Notes, payable $13,125,000 to Aleksandar Milovanović, $1,250,000 to Zoran Milošević and $625,000 to Snežana Božović. The Notes became due on April 9, 2026.

On April 27, 2026, and effective for all purposes as of April 9, 2026, the Meridian Sellers and the Company entered into a First Amendment to Promissory Notes (the “First Amendment”), which amended each of the promissory notes to extend the due date thereof to November 9, 2026, effective as of April 9, 2026, and pursuant to which each of the Meridian Sellers waived any prior defaults which have occurred under the notes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures in Item 1.01 above regarding the First Amendment to Promissory Notes are incorporated into this Item 2.03 in their entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Dismissal of Chief Operating Officer

On, and effective on, April 23, 2026, the Board of Directors of the Company, after determining that the position of Chief Operating Officer was no longer necessary to the Company’s forward direction and as part of a planned restructuring of executive leadership, dismissed Weiting “Cathy” Feng, the Company’s then Chief Operating Officer. The Company and Ms. Feng are currently in discussions regarding Ms. Feng’s post-employment severance and the Company expects to file a Current Report on Form 8-K in the future, once such compensation is finalized and agreed to.

(c) Rule 10b5-1 Trading Plans.

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.