Meridian Holdings Inc./NV

Meridian Holdings Inc. and Subsidiaries

Consolidated Statement of Shareholders’ Equity

(Unaudited)

For theNine Months EndedSeptember 30, 202****6

For the Three Months EndedSeptember 30, 202****6

For the Nine Months Ended September 30, 202****5

For the Three Months Ended September 30, 2025

Meridian Holdings Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Organization and Operations

Meridian Holdings Inc. (together with its consolidated subsidiaries, collectively, “MRDN” “we”, “our”, “us”, or the “Company”) is incorporated and registered in the State of Nevada, (i) operates online sports betting, online casino, and gaming operations in 19 jurisdictions across Europe, Africa and Central and South America, (ii) is an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offers pay-to-enter prize competitions in the United Kingdom (UK) and leads trade promotions in Australia, providing members with free prizes.

The Company is a well-established brand and operator in the sports betting and gaming industry, spanning across 19 markets in Europe, Central and South America, and Africa. The Company employs approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, slot machines and virtual games. Of those 700 shops, approximately 260 are owned by the Company’s subsidiaries and approximately 440 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, the Company’s online casino revenue has grown significantly over the past years. Following the closing of the MeridianBet Acquisition (discussed and defined below) and effective April 1, 2024, the Company, through Golden Matrix (discussed and defined below), develops and owns online gaming intellectual property (IP) for international customers, located primarily in the Asia Pacific region. As part of the MeridianBet Acquisition, the Company acquired a proprietary Internet gaming enterprise software system that provides unique casino and live game operations on GM-Ag System. In addition, following the MeridianBet Acquisition, the Company broadened its operations in pay-to-enter prize competitions in the UK.

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

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

The MeridianBet Purchase Agreement is described in greater detail below under “Note 22 – MeridianBet Group Purchase Agreement”.

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

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

Change of Control

As a result of the closing of the MeridianBet Purchase Agreement, and on April 9, 2024, the Meridian Sellers obtained majority voting control over the Company, with each of the Meridian Sellers obtaining voting rights as follows:

The total of the shares referenced above amount to 6,845,154 shares of common stock and 1,000 shares of Series C Preferred Stock voting in aggregate 625,000 voting shares, or 7,470,154 voting shares total, which totaled an aggregate of 69.2% of the Company’s outstanding common stock and 67.0% of the Company’s outstanding voting stock, each as of the closing date of the MeridianBet Acquisition.

Prior to the closing of the MeridianBet Purchase Agreement, Mr. Anthony Brian Goodman, the then Chief Executive Officer and then director of the Company, held voting control over the Company due to his beneficial ownership of 1,343,713 shares of common stock and 1,000 shares of Series B Voting Preferred Stock, which voted 625,000 voting shares on all stockholder matters (which prior to the issuance of the shares of common stock and Series C Preferred Stock upon the closing of the MeridianBet Purchase Agreement, provided him a 53.6% voting right over the Company).

Series C Preferred Stock

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

Reverse Stock Split and Name Change

On February 26, 2026, the Company filed both (a) a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effectuate a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, at a ratio of 1-for-12 (the “Reverse Split”), in accordance with Nevada Revised Statutes (“NRS”) Section 78.209; and (b) a Certificate of Amendment to the Company’s Articles of Incorporation, as amended, to affect a name change of the Company to “Meridian Holdings Inc.” (the “Name Change”). Both the Certificate of Change and Certificate of Amendment were approved solely by the Board of Directors of the Company in accordance with the NRS.

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

At the Effective Time, the total number of shares of common stock authorized for issuance under the Company’s Articles of Incorporation was divided by 12 (from 300 million to 25 million); the total number of issued and outstanding shares of common stock of the Company was divided by 12 (from 151.7 million shares to 12.6 million shares); and the total number of shares of common stock held by each stockholder of the Company was converted automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the Reverse Split divided by 12. No fractional shares were issued in connection with the Reverse Split, and stockholders who would otherwise be entitled to receive a fractional share instead received cash in lieu of such fractional share, based upon the closing sale price of the common stock on the trading day immediately prior to the Effective Time as reported on the Nasdaq Capital Market.

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

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

The effects of the Reverse Split and Name Change have been retroactively applied throughout this Report, unless otherwise stated.

Interim Financial Statements

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

Principles of Consolidation

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

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

Use of Estimates

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

Fair Value of Financial Instruments

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

The hierarchy consists of three levels:

The Company uses Level 3 inputs for its valuation methodology for its assets and liabilities.

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

Investment in Debt Securities

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

Classification*:*

The Company classifies its debt securities at the time of purchase as either:

based on management’s intent and ability to hold the securities to maturity.

As of September 30, 2026, the Company’s sovereign bond investments are classified as HTM.

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

Investment in Equity Securities

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

Investments in equity securities in which the Company holds less than 20% of the outstanding ownership interest and does not have significant influence are generally accounted for under the fair value method. Under this method, such investments are carried at fair value, with changes in fair value recognized in earnings, unless another measurement basis is required under applicable accounting guidance.

Investments in equity securities in which the Company holds 20% or more of the outstanding ownership interest, or otherwise has the ability to exercise significant influence over the investee’s operating and financial policies, are generally accounted for under the equity method. Under the equity method, the investment is initially recorded at cost and subsequently adjusted for the Company’s proportionate share of the investee’s net income or loss, distributions received, and other changes in the investee’s equity.

As of September 30, 2026, the Company’s equity investments are classified under the fair value method.

Foreign Currency Translation and Transactions

The functional currency of our foreign operations is generally the local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for income statement amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in accumulated other comprehensive income (loss), a separate component of equity, in our consolidated balance sheets. During the three months ended September 30, 2026, and 2025, the Company had foreign currency translation adjustments of $(245,066) and $(667,259), respectively. During the nine months ended September 30, 2026, and 2025, the Company had foreign currency translation adjustments of $(1,618,490) and $4,902,319, respectively.

We record exchange gains and losses resulting from the conversion of transaction currency to functional currency as a component of other income (expense). The Company incurred foreign exchange gains and (losses) of $(102,655) and $817,201 during the three months ended September 30, 2026, and 2025, respectively, and $(676,924) and $1,187,414 during the nine months ended September 30, 2026 and 2025, respectively.

Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company has no cash equivalents at September 30, 2026 and December 31, 2025.

Allowance for Doubtful Accounts

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of September 30, 2026, and December 31, 2025, the allowance for doubtful accounts was $703,933 and $209,523, respectively. During the three months ended September 30, 2026, and 2025, there was $965,865 and $60,310, respectively, of bad debt expense recorded. During the nine months ended September 30, 2026, and 2025, there was $1,163,524 and $229,239, respectively, of bad debt expense recorded.

Intangible Assets

Intangible assets are capitalized when a future benefit is determined. Intangible assets are amortized over the anticipated useful life of the intangible asset.

Software Development Costs

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

Other intangible assets

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

Impairment of Intangible Assets

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

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

During the three months ended September 30, 2026, the Company identified impairment indicators related to its Brazilian gaming operations due to adverse regulatory developments and continued operating losses.

Following the issuance of Brazilian Provisional Measure No. 1,394/2026 on September 25, 2026, which prohibits fixed-odds sports betting and online casino-style betting throughout Brazil, including offerings by foreign operators to persons in Brazil, management performed an impairment assessment in accordance with ASC 360, considering projected future cash flows, estimated fair values, and the expected future economic benefits of the underlying intangible assets.

Based on this assessment, the Company concluded that certain intangible assets were impaired and recognized an impairment loss of approximately $5.5 million during the three months ended September 30, 2026, consisting of $4.1 million related to its Brazilian gaming license and $1.4 million related to the Magicbet777 domain and associated player database, which were previously acquired by the Company as part of its expansion into the Brazilian gaming market. Following the acquisition, the acquired players were migrated to the Company's Meridianbet platform, through which the Company conducted its Brazilian gaming operations. The impairment was primarily attributable to regulatory restrictions imposed on online gaming operations in Brazil, which significantly reduced the expected future cash flows and economic benefits associated with these assets.

The $4.1 million impairment of the Brazilian gaming license included approximately $2.0 million of the remaining net book value of the license and approximately $2.1 million of license costs previously reclassified to investments in the local statutory books in connection with a silent partnership (Sociedade em Conta de Participação, or “SCP”) arrangement with a third-party operator. As the Company retained legal ownership of the gaming license, the previously reclassified amount was determined to remain part of the capitalized gaming license costs under U.S. GAAP and was accordingly reclassified from investments to intangible assets for consolidated financial reporting purposes.

Additionally, the Company recognized an impairment loss of approximately $92,000 related to trademarks acquired in connection with the acquisition of Media Games Malta, following the cessation of its operations.

The impairment losses were recognized in the consolidated statements of operations and comprehensive loss. As a result, the carrying amounts of the Brazilian gaming license, the Magicbet777 domain and associated player database, and the Media Games Malta trademarks were reduced to zero as of September 30, 2026.

Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expenses of $1,356,786 and $2,575,834 during the three months ended September 30, 2026, and 2025, respectively, and $3,913,460 and $7,193,854 during the nine months ended September 30, 2026 and 2025, respectively.

Goodwill

Goodwill is tested for impairment at the reporting unit level. In accordance with ASC Topic 350 Intangibles - Goodwill and Other (“ASC 350”), our business is classified into two reporting units: Golden Matrix and MeridianBet Group. We review and evaluate our goodwill for potential impairment at a minimum annually, or more frequently if circumstances indicate that impairment is possible.

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

During the three months ended September 30, 2026, the Company identified indicators that the fair value of its Golden Matrix reporting unit may be below its carrying amount, including continued operating losses and a revised forecast. The Company performed an interim quantitative impairment test as of September 30, 2026, estimating fair value using a weighted combination of a discounted cash flow method and a market capitalization method. The carrying amount exceeded the estimated fair value, and the Company recognized a goodwill impairment charge of $5.9 million. Following the charge, goodwill allocated to the Golden Matrix reporting unit was $2.0 million.

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

Inventories

Prizes

RKingsCompetitions Ltd., (“RKings”) and Classics For a Cause purchase prizes to be awarded to winners of prize competitions and giveaways; these prizes are recorded as inventory. Inventory is stated at the lower of cost or net realizable value, using the specific identification method. Costs include expenditures incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net of discounts) less all costs to complete and costs incurred in marketing and selling of the prize inventory. The inventory of prizes was $3,490,163 and $5,403,905 at September 30, 2026 and December 31, 2025, respectively.

Retail Bar Goods

The Company’s inventory is composed of goods for retail bars. Inventory is stated at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) method. Costs include expenditures incurred in the normal course of business in bringing inventory to their present location and condition. Full provision is made for obsolete and slow-moving items. Net realizable value comprises actual or estimated selling price (net of discounts) less all costs to complete. Inventory of goods for retail bars was $118,436 and $120,665 at September 30 2026, and December 31, 2025, respectively.

As of September 30, 2026, and December 31, 2025, total inventory was $3,608,599 and $5,524,570, respectively.

Property, Plant and Equipment

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

The depreciable life of leasehold improvements is limited by the expected lease term. Those leases with an indefinite or undefined lease period are assigned a useful life of 5 years. Property, plant and equipment, net of depreciation, were $26,434,315 and $28,963,866 at September 30, 2026 and December 31, 2025, respectively.

Revenue Recognition

The Company currently has four distinctive revenue streams:

(i)Revenues from retail and online betting and casino*.*

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

(ii)Revenues from pay-to-enterprize competitions**and trade promotions.

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

(iii)Revenues fromroyalties charged on the use of third-party gaming content*.*

For the royalty charged on the use of third-party gaming content, the Company acquires the third-party gaming content for a fixed cost and resells the content at a margin.

(iv)Revenues from bars*.*

The Company also generates revenues from sales of drinks in the bars.

Pursuant to FASB Topic 606, Revenue Recognition, our company recognizes revenues by applying the following steps:

Step 1: Identify the contract with a customer.

Step 2: Identify the separate performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the separate performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

(i)Revenues from retail and online betting and casino*.*

Revenues from sportsbook betting activities represent the net gain or loss from betting activities in the period plus (where material) the gain or loss on the revaluation of open positions at period end and is stated net of the cost of customer promotions and bonuses incurred in the period. These positions are recognized initially at fair value and subsequently at fair value through profit or loss, within the revenue line; this represents the Company’s principal activity. Customer promotions (including free bets) and bonuses are deducted from sportsbook betting revenue. At each reporting period-end, no fair value was recognized based on the materiality of the open position.

Revenue from the exchange sports betting product represents commission earned on betting activity and is recognized on the date the outcome for an event is settled.

Revenues from fixed odds games and the online casinos represent net winnings (“customer drop”), being amounts staked, net of customer winnings, and is stated net of customer promotions and bonuses incurred in the period. Revenue from pari-mutuel betting products represents a percentage of stake and is recognized on settlement of the event and is stated net of customer promotions and bonuses in the period.

Revenue from peer-to-peer games represents commission income (“rake”) and tournament fees earned from games completed by the period end and is stated net of the cost of customer promotions and bonuses incurred in the period.

(ii)Revenues from pay-to-enterprize competitions**and trade promotions.

Revenues from prize competition ticket sales occur when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Payments for prize competitions received in advance of services being rendered are recorded as deferred revenue and recognized as revenue when control of the prize has been transferred to the winner of prize competitions.

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

(iii)Revenues fromroyalties charged on the use of third-party gaming content*.*

Revenues from the royalty charged on the use of third-party gaming content occur when the Company acts as a distributor of third-party gaming content which is utilized by the client. The counterparty pays consideration in exchange for the gaming content utilized. The Company only recognizes the revenue at the month end when the usage of the gaming content occurs, and the revenue is based on the actual usage of the gaming content.

(iv)Revenues from bars*.*

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

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

Revenues are recognized exclusive of value-added tax (VAT).

Other Income

Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, 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.

For the three months ended September 30, 2026, and 2025, other income amounted to $574,359 and $634,458, respectively.

For the nine months ended September 30, 2026, and 2025, other income amounted to $1,613,629 and $1,731,537, respectively.

Income Taxes

In accordance with US GAAP, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which the tax benefit has already been reflected on our Consolidated Statements of Earnings. Deferred tax liabilities generally represent items that have already been taken as a deduction on our tax return but have not yet been recognized as an expense in our Consolidated Statements of Earnings. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

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

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgment is required in evaluating tax positions and determining income tax provisions. We reevaluate the technical merits of our tax positions and may recognize an uncertain tax benefit in certain circumstances, including when: (1) a tax audit is completed; (2) applicable tax laws change, including a tax case ruling or legislative guidance; or (3) the applicable statute of limitations expires. We recognize potential accrued interest and penalties associated with unrecognized tax positions in income tax expense.

For the year ended December 31, 2025, the Company adopted Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, on a prospective basis. In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this new guidance for the year ended December 31, 2025 and it did not have a material effect on the Company's Consolidated Financial Statements.

Earnings Per Common Share

Basic net earnings per share of common stock are computed by dividing net earnings available to common shareholders by the weighted-average number of common stock shares (Common Shares) outstanding during the period. Diluted net earnings per Common Share are determined using the weighted-average number of Common Shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

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

The following is a reconciliation of basic and diluted earnings per common share for the three months and nine months ended September 30, 2026 and 2025:

Treasury Stock

Treasury stock is carried at cost.

Stock-Based Compensation

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

The expenses related to the stock-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized.

Stock-based compensation was $386,240 and $546,415 during the three months ended September 30, 2026 and 2025, respectively, and $537,005 and $3,003,054 during the nine months ended September 30, 2026 and 2025, respectively.

Recent Issued Accounting Pronouncements

The Company did not adopt any new accounting pronouncements during the three months ended September 30, 2026 that had a material impact on its consolidated financial statements.

NOTE 2 – ACCOUNTS RECEIVABLE, NET

Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.

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

Receivables related to resale of online gaming content and B2B services amount to $1,745,681 and $3,384,385 as of September 30, 2026, and December 31, 2025, respectively.

Receivables from payment providers in Bosnia amount to $2,309,376 and $1,999,794 as of September 30, 2026, and December 31, 2025, respectively. These receivables are settled regularly.

The Company has accounts receivable of $7,707,956 and $7,954,116 as of September 30, 2026, and December 31, 2025, respectively (net of allowance for bad debt of $703,933 and $209,523, respectively).

NOTE 3 – ACCOUNTS RECEIVABLE – RELATED PARTY

Accounts receivable from related party are carried at their estimated collectible amounts. Related party accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has accounts receivable from several related parties including Top Level doo Serbia, and Network System Development GMBH.

The accounts receivable from related parties amount to $258,177 and $465,691, as of September 30, 2026 and December 31, 2025, respectively.

NOTE 4 – TAXES RECEIVABLE

Taxes receivable mainly include stamps, duties, local taxes assets and corporate income taxes. Taxes receivable are $1,011,366 and $595,434 as of September 30, 2026, and December 31, 2025, respectively. The components of taxes receivable are as follows:

NOTE 5 – PREPAID EXPENSES

The balances of prepaid expenses are $622,421 and $652,224 as of September 30, 2026, and December 31, 2025, respectively. The components of prepaid expenses are as follows:

NOTE 6 – OTHER CURRENT ASSETS

As of September 30, 2026, and December 31, 2025, other current assets are $3,326,560 and $2,167,818, respectively. The components of other current assets are as follows:

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

As of September 30, 2026, the total allowance for bad debt amounts to $618,121 and is primarily related to the impairment of other receivables recorded at My Best Odds Belgium in the amount of $445,043, as well as the impairment of Atlas Bank in bankruptcy at MeridianBet Montenegro in the amount of $164,382.

NOTE 7 – ACQUISITIONS

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

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

Classics Holding Acquisition

On August 16, 2024, the Company entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings from NJF Exercise Physiologists Pty Ltd and Think Tank Enterprises Pty Ltd (collectively the “Classics Sellers”).

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

Pursuant to the Share Exchange Agreement, the Classics Sellers agreed to sell the Company 80% of the outstanding capital stock of Classics Holdings (the “Classics Stock”). In consideration for the Classics Stock, we agreed to pay the Classics Sellers, pro rata with their ownership of Classics Holdings:

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

On August 21, 2024, the Company closed the Share Exchange Agreement, which had an effective date of August 1, 2024.

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

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

Goodwill is measured as a residual and calculated as the excess of the sum of (1) the purchase price to acquire 80% of Classics Holdings’ shares, which was $7,167,836, and (2) the fair value of the 20% noncontrolling interest in Classics Holdings, which was estimated to be $1,422,000 over the net of the acquisition-date values of the identifiable assets acquired and the liabilities assumed.

The Company accounts for business combinations in accordance with FASB ASC 805, “Business Combinations”. The fair value of purchase consideration for the acquisition has been allocated to the assets acquired and liabilities assumed based on a valuation of their respective fair values.

The assets and liabilities of Classics Holdings have been recorded at their fair value at the acquisition date and are included in the Company’s consolidated financial statements.

The calculation of the purchase price and the assets acquired, and liabilities assumed in the Share Exchange Agreement are as follows:

Calculation of Purchase Price and Purchase Price Allocation

Acquisition of Minority Interest in Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus.

The MeridianBet 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 Gaming Ltd. Malta and the seller of a 24.5% minority share in the company Meridian Gaming Peru S.A.C., Mr. Juan Jose Mantese.

The total purchase price was $3,098,797. In accordance with the terms of the agreement, a portion of the consideration was satisfied through the issuance of 67,897 shares of the Company’s restricted common stock, valued at $36.00 per share. The remaining consideration is payable in cash and totals $654,493. As of September 30, 2026, $274,166 of cash consideration remained unpaid.

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

The total purchase price was $4,073,707. In accordance with the terms of the agreement, a portion of the consideration was satisfied through the issuance of 89,258 shares of the Company’s restricted common stock, valued at $36.00 per share. The remaining consideration was payable in cash and totals $860,404. As of September 30, 2026, $433,781 of the cash consideration remained unpaid.

Acquisition of Fair Bet Limited

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

Fair Bet operates a retail betting business in Malta, comprising nine (9) retail betting shops, and holds a gaming license issued by the Malta Gaming Authority (license number MGA/B2C/195/2011), which remains valid through November 2028. The Company expressly did not acquire and does not intend to continue the white-label online casino operation previously operated by Fair Bet, which was retained by the Fair Bet Sellers under a separate arrangement.

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

Purchase Price and Payment Terms

The total purchase price for all 2,000 issued ordinary shares of Fair Bet was 392,250 Euros (EUR)(USD $459,756 based on the EUR/USD exchange rate of 1.1721 as of January 14, 2026). Notwithstanding the Fair Bet Sellers’ respective shareholdings, the parties agreed under the SPA that the purchase price would be paid to the Fair Bet Sellers in equal 50% portions, as follows:

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

In addition, pursuant to the SPA, within eight (8) months from the closing date, Fair Bet is required to repay to the Sellers, on a pro-rata basis, shareholder loans totaling approximately EUR 264,783.

All liabilities, obligations, costs, and expenses of Fair Bet economically attributable to the period up to and including July 31, 2025 remain the sole responsibility of the Fair Bet Sellers. Any liabilities incurred from August 1, 2025 onwards are for the account of Meridian Gaming Malta.

Purchase Price Allocation

In accordance with FASB ASC Section 805, Business Combinations, the Company has accounted for the acquisition of Fair Bet Limited as a business combination using the acquisition method. The following table presents the preliminary purchase price allocation as of the Closing Date:

Calculation of Purchase Price and Preliminary Estimated Purchase Price Allocation

Goodwill is measured as the excess of the purchase price over the net of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Goodwill represents the assembled workforce, the value of the established network of retail betting shops across Malta, and expected synergies with the Company's existing gaming operations.

Identified Intangible Assets

Gaming License — The Malta Gaming Authority license (MGA/B2C/195/2011), valid through November 2028, was valued at EUR 75,000 and will be amortized over its remaining useful life of approximately three years on a straight-line basis.

Customer Relationships — Customer relationships were valued at EUR 134,235 using the Multi-Period Excess Earnings Method (MPEEM). Key assumptions included: annual revenue of EUR 848,666, a 70% attribution of revenue to recurring customers reflecting the nature of retail betting activity, a normalized margin of 12%, a customer life of five years, a discount rate of 25%, and a contributory asset charge of 30%. Customer relationships will be amortized over five years on a straight-line basis.

Trade Names and Trademarks — The "Fairbet" trade name was valued at EUR 91,292 using the Relief-from-Royalty Method. Key assumptions included: annual revenue of EUR 848,666, a royalty rate of 4%, a discount rate of 25%, and a useful life of five years. The trademark will be amortized over five years on a straight-line basis.

The preliminary purchase price allocation is subject to revision upon completion of the final valuation of assets acquired and liabilities assumed. Any adjustments to the preliminary allocation will be made within the measurement period as permitted under FASB ASC 805.

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

Software represents software licenses as well as the costs of internally developed gaming software. Capitalized software costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

During the nine months ended September 30, 2026, and 2025, respectively, total additions to software amounted to $4,984,769 and $6,454,037. In 2026, this consisted of $895,034 of new software costs incurred and capitalized and $4,089,735 of completed development projects transferred from intangible construction in process ($1,003,786 and $5,450,251, respectively, in 2025).

Intangible construction in process mainly represents the development of new software in Montenegro and Malta for a sports betting platform. During the nine months ended September 30, 2026, and 2025, respectively, costs of $1,972,670 and $7,447,361 were incurred and capitalized, while a total of $4,126,261 and $5,450,251 were placed in service in 2026 and 2025.

We anticipate that the majority of intangible construction in progress will be placed in service in stages during 2027, depending on the progress of software development.

Licenses relate to operational gaming licenses issued in Bosnia, Cyprus and Brazil. During the nine months ended September 30, 2026, and 2025, respectively, costs of $246,364 and $915,994, were incurred and capitalized. The licenses are amortized over the life of the licenses.

During the nine months ended September 30, 2026, the Company recognized an impairment loss of $5,535,498, consisting of $4,114,575 related to the Brazilian gaming license and $1,420,923 related to the magicbet777 domain and associated player base, following an assessment of its recoverability in light of adverse regulatory and operating developments in Brazil. See also, “Note 1 - Basis of Presentation and Accounting Policies—Impairment of Intangible Assets”, above.

Other intangible assets relate to retail agent partner relationships and online customer relationships identified in the acquisition of Bit Tech Tanzania in the gross amount of $1,547,606, which were fully amortized as of September 30, 2026, and the Brazilian gaming license with a gross carrying amount of $5,790,500, which was fully impaired as of September 30, 2026, as discussed above. Other intangible assets are amortized over 5 years. See also, “Note 1 - Basis of Presentation and Accounting Policies—Goodwill”, above.

During the nine months ended September 30, 2026, the Company recognized an impairment loss of $92,155, representing the remaining carrying value of the trademark acquired with Media Games Malta Ltd., following the cessation of its operations.

Amortization expenses related to intangible assets were $1,356,786 and $2,575,834 for the three months ended September 30, 2026, and 2025, respectively and $3,913,460 and $7,193,854 for the nine months ended September 30, 2026, and 2025, respectively.

The following table details the carrying values of the Company’s intangible assets:

The table below shows expected amortization expenses for the next five years of intangible assets recorded as of September 30, 2026:

NOTE 9 – PROPERTY, PLANT AND EQUIPMENT

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

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

Depreciation expenses were $1,338,467 and $1,413,163, for the three months ended September 30, 2026, and 2025, respectively, and $3,959,472 and $4,193,434, for the nine months ended September 30, 2026, and 2025, respectively.

NOTE 10 – DEPOSITS ANDOTHERNON-CURRENT ASSETS

As of September 30, 2026, and December 31, 2025, deposits and prepaid assets are $5,440,495 and $6,315,584, respectively. The components of deposits and prepaid assets are as follows:

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

Other deposits are long-term deposits with EFG Direktna bank and Nova bank for open credit lines and e-commerce services.

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

As of September 30, 2026, and December 31, 2025, other non-current assets were $77,200 and $2,499,415, respectively. The components of the other non-current assets are as follows:

In connection with its gaming operations in Brazil, the Company, through its subsidiary Meridian Gaming Brasil SPE Ltda. (“Meridian Brazil”), entered into a contractual arrangement with a third-party operator to establish a silent partnership (Sociedade em Conta de Participação, or “SCP”) for the operation of online gaming activities under Meridian Brazil's federal gaming license.

In December 2025,11 million Brazilian Real (BRL)(approximately $2.0 million at the time of reclassification) of previously capitalized gaming license costs was reclassified to investments in the local statutory books to reflect Meridian Brazil's contribution to the SCP arrangement. However, as Meridian Brazil retained legal ownership of the gaming license and the SCP did not constitute a separate legal entity, the Company determined that the reclassified amount continued to represent part of the capitalized cost of the gaming license under U.S. GAAP. Accordingly, for purposes of the consolidated financial statements, the Company reclassified the carrying amount of approximately $2.1 million as of September 30, 2026, from investments to intangible assets.

NOTE 11 – INVESTMENTS

Investments in Marketable Securities

Investments in marketable equity securities, classified as trading securities, are measured at fair value on a recurring basis using quoted prices in active markets and are therefore classified within Level 1 of the fair value hierarchy. The Company holds less than a 5% interest in these securities. Changes in fair value are recognized in earnings within the consolidated statements of operations.

The balance of our marketable securities was as follows:

Gains and losses to measure our investments in marketable equity at fair value were included in the other income. These represent unrealized gains and losses arising from changes in market value at the reporting date.

For the nine months ended September 30, 2026 and 2025, the carrying value of the investment was adjusted to its fair value, and accordingly, unrealized loss in the amount of $17,573 and unrealized gains in the amount of $4,709 were recognized.

Debt Securities Held to Maturity

The Company classifies certain investments in government debt securities as held-to-maturity because it has the positive intent and ability to hold these securities until their contractual maturity. Accordingly, these investments are carried at amortized cost, net of any allowance for expected credit losses.

During October 2025, subsidiaries within the MeridianBet Group purchased Eurobonds issued by the Republic of Serbia and the Republic of Romania. These investments bear fixed coupon interest and mature between 2032 and 2033.

As of September 30, 2026, debt securities held to maturity consisted of the following:

The following table reconciles the Company's investments reported on the consolidated balance sheet as of September 30, 2026:

Interest income earned on held-to-maturity debt securities is recognized using the effective interest method and is included in interest income in the consolidated statements of operations.

The fair values of the held-to-maturity debt securities are based on quoted market prices or other observable market inputs.

The Company evaluated the held-to-maturity debt securities for expected credit losses in accordance with ASC 326. As of September 30, 2026, no allowance for expected credit losses was recorded, as management determined that the securities have a low risk of credit loss.

NOTE 12 – OPERATING LEASE RIGHT OF USE ASSETS AND LIABILITIES

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

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

The lease cost for the three months ended September 30, 2026, and 2025, was $1,402,394 and $1,203,858, respectively.

The lease cost for the nine months ended September 30, 2026, and 2025, was $3,443,066 and $3,043,470, respectively.

As of September 30, 2026, and December 31, 2025, the right-of-use assets were $5,274,191 and $6,296,336, respectively, and there was also a current lease liability of $2,693,499 and $2,656,508, respectively, and a non-current lease liability of $2,489,092 and $3,562,859, respectively.

Maturities of lease liabilities as of September 30, 2026, were as follows:

NOTE 13 – ACCOUNTS PAYABLE – RELATED PARTIES

The accounts payable to related parties include management’s compensation payable of $37,500 and $295,165, as of September 30, 2026, and December 31, 2025, respectively.

NOTE 14 – TAXES PAYABLE

The taxes payable include tax amounts due for stamps, duties, and corporate income tax as noted below:

As of September 30, 2026, and December 31, 2025, taxes payable are $4,571,822 and $5,011,261, respectively. The components of taxes payable are as follows:

NOTE 15 – SHORT-TERM AND LONG-TERM LOANS

Unicredit Bank Facility

On May 1, 2024, effective May 16, 2024, Meridian Serbia entered into a Facility Agreement dated as of April 30, 2024 (the “Facility Agreement”) with Unicredit Bank Serbia JSC Belgrade (“Unicredit Bank”). UniCredit Bank agreed to loan Meridian Serbia up to 2,350,000,000 Serbian dinars (approximately $21,850,000 as of the agreement signing date), pursuant to the terms of the Facility Agreement (the “Loan”).

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

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

On May 16, 2024, the Company entered into a Guaranty Agreement in favor of Unicredit Bank to guarantee in full the repayment of the Loan.

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

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

The Company recorded a debt discount of $908,037 related to the Unicredit Bank facility in connection with advisory services provided by Citigroup Global Markets Limited. The debt discount was amortized to interest expense. As of September 30, 2026, the unamortized debt discount was $176,563.

For the nine months ended September 30, 2026, the Company paid $7,528,332 to Unicredit Bank against the loan, including the principal amount of $6,933,800, and interest accrued of $594,532. As of September 30, 2026, and December 31, 2025, the principal balance of the loan was $6,045,008 and $13,327,795.

The contract defines a Financial Covenant stipulating that the financial ratio (Net Debt/Ebitda) must be less than or equal to 3x, with compliance monitored by the bank. As of September 30, 2026, the requirement under the Financial Covenant has been met.

On April 9, 2025, Meridian Serbia entered into a short-term credit line agreement, in the amount of RSD 117,182,900 (equivalent to EUR 1,000,000; approximately $1,173,560) from UniCredit Bank for working capital financing of the Company. The loan had a maturity of 12 months (April 2026); however, the full amount of the loan was repaid prior to the maturity of the credit line. As of September 30, 2026, and December 31, 2025, the principal balance of the loan was $0 and $586,611, respectively.

Hipotekarna Bank Facility

On March 21, 2024, MeridianBet Montenegro entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $2,141,000 as of the agreement signing date) from Hipotekarna Bank for financing working capital and liquidity of the Company. The term of using the funds was 24 months ending in April 2026 and was repaid on maturity. The Bank charges effective interest at the annual rate of 5.63% (nominal interest rate 5.3%).

For the nine months ended September 30, 2026, the Company paid $304,834 to Hipotekarna Bank against the loan, including the principal amount of $300,221, and interest accrued of $4,613. As of September 30, 2026, and December 31, 2025, the principal balance of the loan was $0 and $307,496, respectively.

Igor Salindrija Facility

On April 1, 2024, Meridian Malta entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $2,240,000) from Igor Salindrija, for financing working capital and liquidity of the Company. The loan originally had a term of 24 months and was scheduled to mature on April 1, 2026, with interest at an effective annual rate of 7%.

On January 5, 2026, the Company and Igor Salindrija entered into Addendum No. 1 to the loan agreement, which amended the repayment schedule while leaving all other terms and conditions unchanged. Under the amended repayment schedule, the outstanding principal was to be repaid in four installments of EUR 500,000 each due on January 5, 2026, February 1, 2026, March 1, 2026, and April 1, 2026. Interest continued to accrue at an annual rate of 7% on the outstanding principal balance following each partial repayment.

On April 2, 2026, the Company and Igor Salindrija entered into Addendum No. 2 to the Igor Salindrija loan agreement. Under the amended terms, the parties acknowledged that the outstanding principal balance as of April 1, 2026 was EUR 900,000 and agreed to extend the repayment period through September 1, 2026 pursuant to a revised repayment schedule. Interest continues to accrue on the outstanding principal at an annual rate of 7%, with all accrued interest payable together with the final principal installment on September 1, 2026. Except as modified by Addendum No. 2, all other terms and conditions of the loan agreement, as previously amended by Addendum No. 1, remain unchanged.

On October 13, 2026, with effect from September 1, 2026, the Company and Igor Salindrija entered into Addendum No. 3 to the Igor Salindrija loan agreement. Under the amended terms, the parties acknowledged that the outstanding principal balance as of September 1, 2026 was EUR 550,000, and agreed to extend the repayment period through March 1, 2027 pursuant to a revised repayment schedule. Interest continues to accrue on the outstanding principal at an annual rate of 7%. Except as modified by Addendum No. 3, all other terms and conditions of the loan agreement, as previously amended by Addendum No. 1 and Addendum No. 2, remain unchanged.

For the nine months ended September 30, 2026, the Company paid $1,674,832 to Igor Salindrija against the loan, including the principal amount of $1,638,500, and interest accrued of $36,332. As of September 30, 2026, and December 31, 2025, the principal balance of the loan was $638,357 and $2,350,000, respectively.

Makerplay Entretenimento & Marketing Limitada Facility

On December 1, 2025, the Company entered into a loan agreement with Makerplay Entretenimento & Marketing Limitada (“Makerplay”), under which the Company received a loan in the amount of R$5,500,000 (approximately $1,061,592 as of September 30, 2026). The loan originates from funds contributed by the Lender as part of its investment in Meridian Gaming Brasil SCP (PINBET), where Makerplay acts as the silent partner, and the Company (Meridian Gaming Brasil SPE Ltda) acts as the managing partner. The loan bears interest at the statutory rate in accordance with Article 406 of the Brazilian Civil Code and is repayable in full, together with accrued interest, within five years from the execution date of the agreement. As of September 30, 2026 and December 31, 2025, the outstanding principal balance of the loan amounted to $1,061,592 and $999,564, respectively.

Loans from former shareholders of Fair Bet Limited

On January 14, 2026, the Company entered into a Share Purchase Agreement (“SPA”) to acquire Fair Bet Limited. Pursuant to the terms of the SPA, the Company assumed an existing shareholder loan that had been provided to Fair Bet Limited by its former shareholders prior to the acquisition. The SPA provides that Fair Bet Limited is obligated to repay the outstanding shareholder loans to the former shareholders. The outstanding loan balance at the acquisition date was approximately EUR 264,783 and is recognized as a short-term financial liability in the accompanying consolidated financial statements. The liability is measured at amortized cost and is reduced as repayments are made.

For the nine months ended September 30, 2026, the Company paid $102,195 to former shareholders against the loan. As of September 30, 2026, and December 31, 2025, the principal balance of the loan was $198,466 and $0, respectively.

As of September 30, 2026, long term liabilities amount to $1,061,592, which are attributable to the Makerplay Entretenimento & Marketing Limitada Facility, as discussed above. As of December 31, 2025, long term liabilities amount to $6,590,907, which are attributable to the Unicredit Bank Facility, as discussed above.

Maturities of loans as of September 30, 2026 and December 31, 2025, are as follows:

NOTE 16 – OTHER LIABILITIES

Other Current Liabilities

As of September 30, 2026, and December 31, 2025, other current liabilities were $1,187,513 and $1,592,958, respectively. The components of other current liabilities are as follows:

Other current payables include any amounts due to parties that do not meet the requirements to be classified as accounts payable, such as interest payable, fines, penalties, employee receivables, and fees.

Other Non-Current Liabilities

As of September 30, 2026, and December 31, 2025, other non-current liabilities were $18,805 and $19,510, respectively. The components of other non-current liabilities are as follows:

NOTE 17 – RELATED PARTY TRANSACTIONS

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

Articulate Pty Ltd, 50% owned by Marla Goodman (wife of the Company’sformerChief Executive Officer) and 50% owned by Mr. Goodman, the Company’sformerChief Executive Officer

On April 1, 2024, following the MeridianBet Acquisition, the Company assumed a March 1, 2018 License Agreement between Articulate Pty Ltd (“Articulate”) and Golden Matrix, in which Articulate received a license from the Company to use the GM2 Asset technology and agreed to pay Golden Matrix a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system.

The License Agreement was mutually terminated, effective January 1, 2025. As of September 30, 2026 and December 31, 2025, the amount receivable from Articulate was $0 and $132,072, respectively. During the three months ended September 30, 2026, the Company wrote off the outstanding receivable from Articulate. Notwithstanding the write-off, the Company intends to continue pursuing collection of the outstanding amount from Articulate.

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

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

During the nine months ended September 30, 2026, and 2025, revenues from Elray were $86,464 and $16,473, respectively. As of September 30, 2026 and December 31, 2025, the amount receivable from Elray was $0 and $40,508, respectively. During the three months ended September 30, 2026, the Company wrote off the outstanding receivable from Elray of $127,110.

Top Level doo Serbia* and Network System Development GMBH*

The accounts receivable-related party from Top Level doo Serbia and Network System Development GMBH, amounts to $258,177 and $274,873 as of September 30, 2026, and December 31, 2025, respectively with the largest amount due from Top Level d.o.o. Serbia in the amount of $248,874 and $270,226, separately. MeridianBet Group has no ownership interest or control in Top Level d.o.o. Serbia, but it does have common individual shareholders.

NOTE 18 – EQUITY

The historical shareholders’ equity of MeridianBet Group (the accounting acquirer /legal acquiree) prior to the reverse merger (the MeridianBet Acquisition) has been retrospectively adjusted (a recapitalization) for the equivalent number of shares received by the former owners of MeridianBet Group as required under ASC 805.

Preferred Stock

The Company has 20,000,000 shares of $0.00001 par value preferred stock authorized.

As of September 30, 2026, and December 31, 2025,0 and 0 Series B preferred shares of par value $0.00001 were outstanding, respectively.

As of September 30, 2026, and December 31, 2025,1,000 and 1,000 Series C Preferred Stock shares of par value $0.00001 were outstanding, respectively.

As of September 30, 2026, and December 31, 2025,19,998,000 shares of preferred stock remained undesignated.

Common Stock

As of September 30, 2026, and December 31, 2025,25,000,000 and 25,000,000 shares of common stock, par value $0.00001 per share, were authorized, of which 12,681,533 and 12,641,023 shares were issued and outstanding, respectively.

Common Stock Transactions

As of December 31, 2025, the Company had accrued quarterly salary compensation of $429,077 payable to Zoran Milošević, Chief Executive Officer of the MeridianBet Group, representing the equivalent of 21,516 shares of common stock, and $144,077 payable to Snežana Božović, Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and a member of the Board of Directors, representing the equivalent of 7,223 shares of common stock, based on the average market price of the Company's common stock during the applicable quarter. These amounts were expected to be settled through the issuance of shares.

In June 2026, the Company, Zoran Milošević and Snežana Božović, mutually agreed to reduce the number of shares to be issued in settlement of the accrued salary compensation to reflect shares previously issued to each of them upon the vesting of restricted stock units under the Company's 2023 Equity Incentive Plan. Accordingly, the number of shares to be issued in settlement of the accrued salary compensation was reduced by 12,500 shares for Zoran Milošević and 3,125 shares for Snežana Božović. Following this adjustment, the remaining accrued salary compensation expected to be settled in shares was $179,799 for Zoran Milošević and $81,743 for Snežana Božović, which is payable in shares of common stock at the option of the Company.

On December 15, 2025, the Company entered into a Sponsorship Agreement with Dejan Petković, a former professional soccer player, to serve as the Company's brand ambassador in Brazil. On July 10, 2026, the parties executed an amendment expanding his engagement to a global brand ambassador role and revising the compensation terms. Under the amended agreement, the Company agreed to pay total compensation of $429,800, consisting of $179,800 in cash, payable in 31 equal monthly installments of $5,800, and $250,000 in restricted common stock, issuable in eight equal monthly installments from May 2026 through December 2026. The equity compensation component comprises an aggregate of 24,108 shares of the Company's restricted common stock, determined based on the Company's share price on May 25, 2026, as specified in the amendment. The aggregate fair value of these shares, measured using the Company's share price on July 10, 2026, the date the amendment was executed, was approximately $339,441. On August 25, 2026, the Company issued an aggregate of 12,054 shares of restricted common stock to Petković in satisfaction of the first four installments of the equity compensation obligation. As of September 30, 2026, the Company had accrued an additional 3,014 shares of common stock related to the September 2026 installment, which were subsequently issued on October 6, 2026.

On September 29, 2026, Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company organized under the laws of the Republic of Serbia and wholly-owned subsidiary of the Company (“Meridian Serbia”), and Zoran Milošević, the Chief Executive Officer of the Company and Meridian Serbia (the “Executive”), and the Company, entered into a First Amendment to Employment Agreement (the “Employment Amendment”). The Employment Amendment amended that certain Employment Agreement entered into between Meridian Serbia and the Executive with a start date of June 1, 2024 (the “Employment Agreement”). Pursuant to the Employment Amendment, effective as of January 1, 2026, the Executive agreed to reduce his annual salary to $216,000 USD per year. The Employment Agreement was also amended pursuant to the Employment Amendment to remove any right of the Executive to be paid any portion of the salary in equity of the Company.

2018 Equity Incentive Plan

The following table represents the stock option activity for the nine months ended September 30, 2026:

The total compensation cost related to stock options granted was $0 and $118,741, for the nine months ended September 30, 2026 and 2025, respectively.

2022 Equity Incentive Plan (the “2022 Plan”)

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

The following table represents Restricted Stock Unit (RSU) activity under the 2022 Plan for the nine months ended September 30, 2026:

2023 Equity Incentive Plan (the “2023 Plan”)

The 2023 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units, (v) stock awards; (vi) shares in performance of services; (vii) other stock-based awards; or (viii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors of the Company in its discretion shall deem relevant. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2023 Plan is the sum of (i) 416,666 shares, and (ii) an automatic increase on April 1st of each year for a period of nine years commencing on April 1, 2024 and ending on (and including) April 1, 2033, in an amount equal to the lesser of (A) five percent (5%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year (the “Evergreen Measurement Date”); and (B) 416,666 shares of common stock; provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. Notwithstanding the foregoing, no more than a total of 4,166,666 shares of common stock (or awards) may be issued or granted under the 2023 Plan in aggregate, and no more than 4,166,666 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options. On April 1, 2024, the number of shares eligible for issuance under the 2023 Plan increased automatically by 150,678 shares; on April 1, 2025, the number of shares eligible for issuance under the 2023 Plan increased by 302,666 shares (the Board of Directors took action prior to April 1, 2025, to limit the automatic increase under the 2023 Plan, which would have increased by 416,666 shares, to 302,666 shares, to take into account a total of 114,000 of awards made under the 2022 Plan, after the adoption of the 2023 Plan); and on April 1, 2026, the number of shares eligible for issuance under the 2023 Plan increased by 416,666 shares.

The following table represents the RSUs activity under the 2023 Plan for the nine months ended September 30, 2026:

The total compensation cost related to RSUs was $636,460 and $2,040,019 for the nine months ended September 30, 2026 and 2025, respectively.

NOTE 19 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

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

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

The Company’s three reportable segments are as follows:

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

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

Total revenues by geographic region are as follows:

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

**NOTE 20 –**EFFECTIVE TAX RATE

We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was -16.47% and -11.05% for the nine months ended September 30, 2026 and 2025, respectively. In addition, our effective tax rate was -1.23% and 32.76% for the three months ended September 30, 2026 and 2025, respectively. The change in the effective tax rate for the nine months ended September 30, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.

NOTE 21 – COMMITMENTS AND CONTINGENCIES

Legal Matters

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

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

The Company is involved in a dispute with one of its Cyprus subsidiaries’ minority owners. Meridian Malta owns 51% of the Cypriot company, Fair Champions Meridian Ltd. (“Fair Champions”). Meridian Malta and the minority shareholders of Fair Champions are engaged in two related court actions. They were also engaged in another two court actions (one from each side) in which they were seeking the liquidation of Fair Champions. These liquidation applications were closed without damages. The former proceedings are pending in the District Court of Limassol, Cyprus, being 1) Case No. 1080/2017, filed on 08/05/2017; and 2) Case No. 418/2017, filed on February 17, 2017. In the first action, the minority shareholders asserted derivative claims on behalf of Fair Champions. The trial in Case No. 1080/2017 commenced on September 29, 2026 and is ongoing. In the second action, Meridian Serbia sued certain minority shareholders for misrepresentations made at the time of the Company’s acquisition of its majority interest in Fair Champions. MeridianBet Group is seeking reimbursement of the EUR 4,500,000 purchase price it paid for that interest, together with interest and costs. The Company is vigorously defending this dispute and believes that dispute will be resolved in the Company’s favor, and as such, a reserve has not been accrued.

Meridian Malta is carrying out a dispute with the Greek tax authorities (acting through the Audit Centre for Large Enterprises), before the competent Greek Courts. The MeridianBet Group has conducted business remotely (i.e., via internet) in Greece through Meridian Malta. Meridian Malta—like two dozen other remote betting entities—is locked in a tax dispute with the Greek tax authorities relating to tax years 2012 through 2014. The Greek authorities issued initial assessments, which Meridian Malta then appealed. The bases of the appeals included arguments that (i) Greece unlawfully assessed Meridian Malta’s tax liability; and (ii) Meridian Malta paid taxes on its Greek revenues in Malta, so it is exempt from further taxes under the two countries’ double taxation treaty. The appeals are at various stages of adjudication. These actions, instituted in December 2018 and April 2019, are pending in the Administrative Court of Appeal of Athens and the Supreme Court of Greece, respectively. The action relating to tax year 2012, pending before the Administrative Court of Appeal of Athens, has been resolved in the Company’s favor: by Decision No. 2957/2025 the Court rejected the appeal of the Tax Office, no cassation was filed before the Supreme Court within the statutory deadline, which has now expired, and the Company has obtained the relevant court certificate confirming that the case is final. The Company is vigorously defending the remaining dispute and believes that it will be resolved in the Company’s favor, but out of prudence, the Company has accrued a tax expense of $1,468,472 for the said dispute.

The Company is in a dispute with Mr. Paul Hardman, one of the former owners of RKings, regarding certain consideration totaling approximately $626,450 (GBP 500,000) that Mr. Hardman has alleged remains payable to him pursuant to the RKings Purchase Agreement, and which the Company contends was forfeited. This amount is accrued and included in the Company’s liabilities. The Company’s dispute and related claims arise from alleged breaches of the terms of the RKings Purchase Agreement by Mr. Hardman. While no formal legal proceedings have been initiated by either party to date, the Company is actively pursuing resolution of the matter. Based on a settlement proposal received from legal counsel, the Company expects to resolve the dispute for at most approximately GBP170,000 (approximately $230,000).

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

UK Value Added Tax – RKings

The Company's UK subsidiary, RKings operates an online prize competition business. There is ongoing uncertainty regarding the application of UK Value Added Tax ("VAT") legislation to certain prize competition activities, including whether such activities qualify for exemption from VAT.

The Company is monitoring developments in the interpretation and application of the relevant VAT legislation, including the potential implications for RKings' historical and future operations.

Depending on the ultimate interpretation and application of the VAT rules, RKings could become subject to additional VAT liabilities relating to prior periods, together with potential interest and penalties.

Based on the information currently available, management has not recorded a liability in connection with this matter, as it has not concluded that a loss is probable. However, management considers a loss to be reasonably possible. Due to the uncertainties surrounding the interpretation of the relevant legislation, the periods potentially affected and the ultimate outcome of any assessment, the Company is currently unable to reasonably estimate the amount or range of any potential loss.

NOTE 22 – MERIDIANBET GROUP PURCHASE AGREEMENT

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

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

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

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

Promissory Notes

The Notes in the aggregate amount of $15,000,000 accrue interest at seven percent (7%) per annum (twelve percent (12%) upon the occurrence of an event of default); with monthly interest payments of all accrued interest due on the first day of each calendar month until the maturity date of such Notes; and provide for all outstanding principal and unpaid interest due and were originally payable in full 24 months after the closing date (i.e., April 9, 2026). If we fail to make any payment of principal, interest or other amount due under the Notes within three business days of the date due and payable, we agreed to pay the holder of the Note a late charge equal to 8% of the amount of such payment which was not paid.

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.

On September 28, 2026, the Company entered into a Second Amendment to the Promissory Notes. Pursuant to the amendment, the maturity date of the Promissory Notes was extended to November 1, 2031, and the requirement for monthly interest payments was eliminated. The Promissory Notes will no longer accrue interest unless an event of default occurs, in which case interest will accrue at the lesser of 12% per annum or the maximum rate permitted by applicable law. The Company may settle the outstanding balance, in whole or in part, at any time prior to the maturity date at its sole discretion.

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

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

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

On July 1, 2024 and July 31, 2024, a total of $97,419 and $96,910 of the Deferred Cash Convertible Promissory Note was repaid by the Company. On September 4, 2024, a total of $2,000,000 owed under the Deferred Cash Convertible Promissory Note was converted into 83,333 shares of common stock of the Company pursuant to the terms of the Deferred Cash Convertible Promissory Note. On September 23, 2024, a total of $100,504 of the Deferred Cash Convertible Promissory Note was repaid. On November 5, 2024, a total of $203,576 of the Deferred Cash Convertible Promissory Note was repaid. As of December 31, 2024, a total of $501,591 remained outstanding under the Deferred Cash Convertible Promissory Note.

On January 13, 2025, Mr. Milovanović converted the $501,591 remaining outstanding under the Deferred Cash Convertible Promissory Note into 20,899 shares of common stock of the Company pursuant to the terms of such Deferred Cash Convertible Promissory Note.

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

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

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

October 2024**Debt Conversion Agreement

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

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

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

On, and effective on, April 9, 2025, we and the Meridian Sellers entered into a Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Sixth Amendment”), which amended the MeridianBet Purchase Agreement to(a) confirm that $179,540 of the Non-Contingent Post-Closing Cash Consideration had already been paid by the Company subsequent to the Closing Date and prior to April 9, 2025; (b) provide that a total of: (i) $9,445,460 of Non-Contingent Post-Closing Cash Consideration owed to Milovanović (i.e., the entire remaining amount of the Non-Contingent Post-Closing Cash Consideration owed to Milovanović) would be converted into common stock of the Company, pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Company and Milovanović on or around April 9, 2025 (the “First Post-Closing Cash Conversion Agreement”), and (ii)provide that $100,000 owed to Milošević and $25,000 owed to Božović would be converted into common stock of the Company, pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Company and Milošević and Božović on or around April 9, 2025 (the “Second Post-Closing Cash Conversion Agreement”, and together with the First Post-Closing Cash Conversion Agreement, the “Post-Closing Cash Conversion Agreements”); and (c) provide that the remaining unpaid amount of the Non-Contingent Post-Closing Cash Consideration owed to Milošević ($150,000) and Božović ($100,000) would be due and payable by the Company on or before October 9, 2025, provided that each such party has confirmed that they will extend the repayment dates and will not require repayment until such time as the Company has sufficient financial resources to do so.

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

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

Also on August 21, 2025, the Company entered into a Post-Closing Cash Conversion Agreement with Milovanović, Milošević, and Božović.

Pursuant to the August 2025 Cash Conversion Agreement, the Company and(a) Milovanović agreed to convert an aggregate of $200,000 of 18 Month Non-Contingent Post-Closing Cash Consideration payable to Milovanović by the Company pursuant to the terms of the MeridianBet Purchase Agreement, into 12,920 shares of common stock of the Company, based on a conversion price of $15.48 per share; (b) Milošević agreed to convert an aggregate of $30,000 of the 12 Month Non-Contingent Post-Closing Cash Consideration payable to Milošević by the Company pursuant to the terms of the MeridianBet Purchase Agreement into 1,879 shares of common stock of the Company, and (c) Božović agreed to convert an aggregate of $30,000 of the 12 Month Non-Contingent Post-Closing Cash Consideration payable to Božović by the Company pursuant to the terms of the MeridianBet Purchase Agreement into 1,879 shares of common stock of the Company, each based on a conversion price of $15.96 per share, which was greater than the consolidated closing bid price of the Company’s common stock on the date the agreement became binding on all parties.

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

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

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

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

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

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

Additionally, pursuant to the Ninth Amendment, the due date of the remaining 18 Month Non-Contingent Post-Closing Cash Consideration owed to the Sellers ($1,099,672) was extended from October 9, 2025 to October 9, 2026.

TenthAmendment to Amended and Restated Sale and Purchase Agreement of Share Capital

On September 28, 2026, the Company entered into a Tenth Amendment to the Amended and Restated Sale and Purchase Agreement of Share Capital with the Meridian Sellers. The amendment confirmed that the Company had paid the entire $10.0 million of the 12 Month Non-Contingent Post-Closing Cash Consideration and $9,374,328 of the $10.0 million 18 Month Non-Contingent Post-Closing Cash Consideration, in cash or common stock, prior to the entry into the amendment. The remaining balance of $625,672 owed in connection with the 18 Month Non-Contingent Post-Closing Cash Consideration was extended to November 1, 2031, without interest. The Company may settle the outstanding balance, in whole or in part, at any time prior to the maturity date at its sole discretion.

Series C Preferred Stock

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

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

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

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

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

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

Dividend Rights. None.

Liquidation Preference. None.

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

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

Redemption Rights. None.

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

Nominating and Voting Agreement

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

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

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

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

Day-to-Day Management Agreement

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

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

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

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

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

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

Reverse Merger

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

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

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

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

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

NOTE 23 – SUBSEQUENT EVENTS

Issuance of Common Stock

On October 6, 2026, the Company issued 3,014 restricted shares of its common stock to Dejan Petković pursuant to the Sponsorship Agreement, as amended on July 10, 2026, in satisfaction of the equity compensation obligation for the September 2026 installment. The related share-based compensation obligation had been accrued as of September 30, 2026.

Brazil

In accordance with Brazilian Provisional Measure No. 1,394/2026, the Company’s Brazilian subsidiary ceased accepting new customer deposits on September 25, 2026, and its betting website and applications became unavailable on October 6, 2026.

Igor Salindrija Loan

On October 13, 2026, with effect from September 1, 2026, the Company entered into Addendum No. 3 to the Igor Salindrija loan agreement.

Officer Appointment

On October 2, 2026, the Board of Directors appointed Zhe ‘Scott’ Yan as Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer.