Business Description

. 4 ITEM 1A. RISK FACTORS . 22 ITEM 1B. UNRESOLVED STAFF COMMENTS . 62 ITEM 1C. CYBERSECURITY. 62 ITEM 2. PROPERTIES. 63 ITEM 3. LEGAL PROCEEDINGS . 64 ITEM 4. MINE SAFETY DISCLOSURES . 65 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 66 ITEM 6. [RESERVED] 67 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 67 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . 77 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . F-1 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON. ACCOUNTING AND FINANCIAL DISCLOSURE . 78 ITEM 9A. CONTROLS AND PROCEDURES . 78 ITEM 9B. OTHER INFORMATION. 79 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 79 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . 80 ITEM 11. EXECUTIVE COMPENSATION . 80 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 80 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . 80 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES . 80 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . 81 ITEM 16. FORM 10–K SUMMARY . 88 SIGNATURES 89 i Table of Contents Reverse Stock Split and Name Change On February 26, 2026, Golden Matrix Group, Inc. (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 ”). On the Effective Date, 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.…