gmgi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number: 001-41326

Golden Matrix Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada

46-1814729

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

3651 Lindell Road, Ste D131

Las Vegas, NV

89103

(Address of principal executive offices)

(Zip Code)

(702) 318-7548

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 Par Value Per Share

GMGI

The NASDAQ Stock Market LLC

(The NASDAQ Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standard provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 6, 2025, there were 139,483,065 shares of the registrant’s $0.00001 par value common stock issued and outstanding.

EXPLANATORY NOTE

On April 9, 2024 (the “Closing Date”), Golden Matrix Group, Inc. (the “Company”, “we” and “us”), consummated the transactions contemplated by that certain June 30, 2023, Amended and Restated Sale and Purchase Agreement of Share Capital (as amended and restated from time to time, the “Purchase Agreement”), between the Company and Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”), the owners 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 Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, the “MeridianBet Group”). On the Closing Date, the Company acquired 100% of the MeridianBet Group (the “Purchase”), effective for all purposes as of April 1, 2024. References herein to “Golden Matrix” refer to the Company prior to the Purchase.

Because the Meridian Sellers collectively owned approximately 69.2% of the Company’s outstanding shares of common stock on the Closing Date (with Aleksandar Milovanović (“Milovanović” owning 58.8%), and became the majority stockholders of the Company and received rights to appoint certain persons to the Board of Directors of the Company, the Purchase was accounted for as a reverse merger and recapitalization of the Company under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”), with the MeridianBet Group as the accounting acquirer and the Company as the accounting acquiree.

Therefore, the historical basis of MeridianBet Group’s assets and liabilities has not been remeasured as a result of the acquisition. Instead, as described more fully in “NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES” and in “NOTE 22 – MERIDIANBET GROUP PURCHASE AGREEMENT”, below, 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.

On, and effective on, April 5, 2024, the Board of Directors of the Company approved a change in the Company’s fiscal year end from October 31 to December 31, to align the Company’s fiscal year end with that of MeridianBet Group.

As a result, all historical financial information presented in the unaudited consolidated financial statements below represents the accounts of MeridianBet Group as if MeridianBet Group is the predecessor to the Company.

GOLDEN MATRIX GROUP, INC.

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		Page
Special Note Regarding Forward-Looking Statements		3

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included in this Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Private Securities Litigation Reform Act of 1995. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Golden Matrix Group, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to:

	·	our need for significant additional financing to grow and expand our operations, complete acquisitions and pay post-closing amounts due in connection therewith, including in connection with the MeridianBet Group acquisition;

	·	dilution caused by the conversion of outstanding preferred stock and warrants, and/or acquisitions;

	·	the Company’s ability to complete acquisitions, and the available funding for such acquisitions, disruptions caused by acquisitions, and other risks associated therewith;

	·	the reliance on suppliers of third-party gaming content and the cost of such content;

	·	the ability of the Company to obtain additional gaming licenses and maintain existing gaming licenses;

	·	the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market;

	·	the ability of the Company to manage growth;

	·	the Company’s expectations for future growth, revenues, and profitability;

	·	the Company’s expectations regarding future plans and timing thereof;

	·	the Company’s reliance on its management;

	·	the fact that Aleksandar Milovanović has voting control over the Company;

	·	related party relationships as well as conflicts of interest related thereto;

	·	the potential effect of economic downturns, recessions, changes in interest rates and inflation, and market conditions, including recessions, decreases in discretionary spending and therefore demand for our products, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects as a result of increased inflation, increasing interest rates, global conflicts and other events;

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	·	the Company’s ability to protect its proprietary information and intellectual property (IP);

	·	the ability of the Company to compete in its market;

	·	the effect of current and future regulation, the Company’s ability to comply with regulations (both current and future) and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business;

	·	the risks associated with gaming fraud, user cheating and cyber-attacks;

	·	risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely, as well as cybersecurity and hacking risks;

	·	risks relating to inventory management;

	·	foreign exchange and currency risks;

	·	the outcome of contingencies, including legal proceedings in the normal course of business;

	·	the ability to compete against existing and new competitors;

	·	the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments;

	·	general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products, including potential recessions and global economic slowdowns;

	·	the risk of loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations; principally from receivables from customers and transactions with financial institutions with which the Company deposits its surplus funds or mandatory deposits of funds for licensing purposes;

	·	the risk that the Company will have difficulty meeting its obligations associated with its financial liabilities that are settled by delivering cash or another financial asset;

	·	the risk that changes in market prices – such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments;

	·	the risks relating to protection of the players’ deposits; and

	·	risks that participants in a sports event intentionally lose or alter the outcome, leading to an unexpected outcome and potentially resulting in a higher payout than expected; and

	·	those risks set forth below under “Part II. Other Information—Item 1A. Risk Factors”, below.

These statements are not guarantees of future performance or results. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10‑Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read the matters described in “Part II. Other Information—Item 1A. Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Golden Matrix Group, Inc. and Subsidiaries

Consolidated Balance Sheets

	As of			As of
	June 30, 2025			December 31, 2024
	(Unaudited)			(Audited)
ASSETS

Current assets:
Cash and cash equivalents	$	22,136,319		$	30,125,944
Accounts receivable, net		7,090,854			6,061,281
Accounts receivable – related parties		556,789			666,545
Taxes receivable		717,162			734,630
Inventory		4,761,483			3,937,854
Prepaid expenses		1,190,083			955,456
Other current assets		2,514,355			2,584,771
Total current assets		38,967,045			45,066,481

Non-current assets:
Goodwill & intangible assets, net		129,020,486			127,642,576
Property, plant & equipment, net		29,123,714			27,431,207
Investments		244,465			218,147
Deposits		6,189,912			5,706,319
Operating lease right-of-use assets		6,719,981			7,643,504
Other non-current assets		8,899			9,359
Total non-current assets		171,307,457			168,651,112
Total assets	$	210,274,502		$	213,717,593

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	16,493,642		$	12,912,300
Accounts payable - related parties		440,720			19,655
Current portion of operating lease liability		2,428,729			2,378,896
Current portion of long-term loan – related party		-			501,591
Current portion of long-term loan		11,178,710			16,789,650
Taxes payable		3,644,543			3,774,418
Other current liabilities		1,230,606			1,090,063
Deferred revenues		1,163,760			1,095,463
Contingent liability		685,150			626,450
Current portion of consideration payable – related parties		25,174,300			22,520,460
Current portion of consideration payable		1,125,947			1,841,597
Total current liabilities		63,566,107			63,550,543

Non-current liabilities:
Non-current portion of operating lease liability		4,266,105			5,193,847
Non-current portion of long-term loan		11,327,545			14,364,246
Other non-current liabilities		6,132,222			6,658,377
Non-current portion of consideration payable – related parties		-			15,000,000
Total non-current liabilities		21,725,872			41,216,470
Total liabilities	$	85,291,979		$	104,767,013

Shareholders’ equity:
Preferred stock: $0.00001 par value; 20,000,000 shares authorized	$	-		$	-
Preferred stock, Series B: $0.00001 par value, 1,000 shares designated, 1,000 and 1,000 shares issued and outstanding, respectively		-			-
Preferred stock, Series C: $0.00001 par value, 1,000 shares designated, 1,000 and 1,000 shares issued and outstanding, respectively		-			-
Common stock: $0.00001 par value; 300,000,000 shares authorized; 139,117,131 and 129,242,993 shares issued and outstanding, respectively		1,391			1,292
Stock payable		-			5,711,807
Stock payable – related party		392,158			211,162
Subscription receivable		(29,787	)		-
Additional paid-in capital		70,395,979			50,313,125
Treasury stock, at cost (59,796 shares)		(121,430	)		(121,430	)
Accumulated other comprehensive income (loss)		(2,520,276	)		(8,089,854	)
Accumulated earnings		53,161,057			57,046,892
Total shareholders’ equity of GMGI		121,279,092			105,072,994
Noncontrolling interests		3,703,431			3,877,586
Total equity		124,982,523			108,950,580
Total liabilities and equity	$	210,274,502		$	213,717,593

See accompanying notes to consolidated financial statements.

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Golden Matrix Group, Inc and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024

Revenues	$	43,245,368		$	39,415,242		$	85,968,421		$	64,265,829
Cost of goods sold		(18,868,349	)		(17,729,700	)		(37,395,441	)		(24,888,357	)
Gross profit		24,377,019			21,685,542			48,572,980			39,377,472

Operating expenses
Selling, general and administrative expenses		26,681,869			21,560,430			50,983,847			35,558,239
Income (loss) from operations		(2,304,850	)		125,112			(2,410,867	)		3,819,233

Other income (expense):
Interest expense		(1,481,669	)		(32,484	)		(2,953,029	)		(36,855	)
Interest earned		16,884			69,666			60,820			104,548
Foreign exchange loss/gain		(63,455	)		(131,458	)		370,213			(118,521	)
Other income		591,576			509,759			1,097,079			1,002,909
Total other income (expense)		(936,664	)		415,483			(1,424,917	)		952,081
Net income (loss) before tax		(3,241,514	)		540,595			(3,835,784	)		4,771,314
Provision for income taxes		490,377			524,969			154,324			806,666
Net income (loss)	$	(3,731,891	)	$	15,626		$	(3,990,108	)	$	3,964,648
Less: Net income (loss) attributable to noncontrolling interest		(147,546	)		(49,299	)		(174,155	)		(91,011	)
Net income (loss) attributable to GMGI	$	(3,584,345	)	$	64,925		$	(3,815,953	)	$	4,055,659

Weighted average ordinary shares outstanding:
Basic		137,968,429			120,582,719			134,865,879			102,028,954
Diluted		137,968,429			128,455,184			134,865,879			105,965,187
Net income (loss) per ordinary share attributable to GMGI:
Basic	$	(0.03	)	$	0.00		$	(0.03	)	$	0.04
Diluted	$	(0.03	)	$	0.00		$	(0.03	)	$	0.04

Net income (loss)	$	(3,731,891	)	$	15,626		$	(3,990,108	)	$	3,964,648
Foreign currency translation adjustments		4,198,530			(301,263	)		5,569,578			(2,105,943	)
Comprehensive income (loss)		466,639			(285,637	)		1,579,470			1,858,705
Less: Net income (loss) attributable to noncontrolling interest		(147,546	)		(49,299	)		(174,155	)		(91,011	)
Comprehensive income (loss) attributable to GMGI	$	614,185		$	(236,338	)	$	1,753,625		$	1,949,716

See accompanying notes to consolidated financial statements.

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Golden Matrix Group, Inc. and Subsidiaries

Consolidated Statement of Shareholders’ Equity

(Unaudited)

For the Six Months Ended June 30, 2025

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Treasury Stock						Additional Paid-in			Stock			Stock Payable - Related		Subscription			Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable			Party		Receivable			Income (Loss)			Earnings			GMGI			Interest			Equity
Balance at December 31, 2024		1,000	$	-		1,000	$	-		129,242,993	$	1,292		(59,796	)	$	(121,430	)	$	50,313,125		$	5,711,807		$	211,162	$	-		$	(8,089,854	)	$	57,046,892		$	105,072,994		$	3,877,586		$	108,950,580
Shares issued for vested RSUs		-		-		-		-		1,379,359		13		-			-			(13	)		-			-		-			-			-			-			-			-
Shares issued for cashless exercise of options		-		-		-		-		37,813		-		-			-			-			-			-		-			-			-						-			-
Shares issued for services		-		-		-		-		185,000		2		-			-			431,698			(128,100	)		-		-			-			-			303,600			-			303,600
Acquisition of non-controlling interest		-		-		-		-		1,885,869		19		-			-			5,264,550			(5,657,607	)		-		-			-			-			(393,038	)		-			(393,038	)
Shares issued for settlement of True-up liability		-		-		-		-		206,634		2		-			-			518,649			-			-		-			-			-			518,651			-			518,651
Share issued for debt conversion		-		-		-		-		5,804,544		59		-			-			11,237,349			-			-		-			-			-			11,237,408			-			11,237,408
Shares issued under ATM Program		-		-		-		-		374,919		4		-			-			662,596			-			-		(29,787	)		-			-			632,813			-			632,813
Fair value of stock-based compensation		-		-		-		-		-		-		-			-			1,898,143			73,900			180,996		-			-			-			2,153,039			-			2,153,039
Cumulative translation adjustment		-		-		-		-		-		-		-			-			-			-			-		-			5,569,578			-			5,569,578			-			5,569,578
Reserve Increase		-		-		-		-		-		-		-			-			69,882			-			-		-			-			(69,882	)		-			-			-
Loss for the period		-		-		-		-		-		-		-			-			-			-			-		-			-			(3,815,953	)		(3,815,953	)		(174,155	)		(3,990,108	)
Balance at June 30, 2025		1,000	$	-		1,000	$	-		139,117,131	$	1,391		(59,796	)	$	(121,430	)	$	70,395,979		$	-		$	392,158	$	(29,787	)	$	(2,520,276	)	$	53,161,057		$	121,279,092		$	3,703,431		$	124,982,523

See accompanying notes to consolidated financial statements.

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For the Three Months Ended June 30, 2025

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Treasury			stock			Additional Paid-in			Stock			Stock Payable - Related		Subscription			Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable			Party		Receivable			Income (Loss)			Earnings			GMGI			Interest			Equity
Balance at March 31, 2025		1,000	$	-		1,000	$	-		133,079,518	$	1331		(59,796	)	$	(121,430	)	$	58,174,731		$	73,900		$	301,660	$	-		$	(6,718,806	)	$	56,815,284		$	108,526,670		$	3,850,977		$	112,377,647
Shares issued for vested RSUs		-		-		-		-		424,734		4		-			-			(4	)		-			-		-			-			-			-			-			-
Shares issued for services		-		-		-		-		125,000		1		-			-			269,099			(73,900	)		-		-			-			-			195,200			-			195,200
Shares issued for settlement of True-up liability		-		-		-		-		206,634		2		-			-			518,649			-			-		-			-			-			518,651			-			518,651
Share issued for debt conversion		-		-		-		-		4,906,326		49		-			-			9,570,410			-			-		-			-			-			9,570,459			-			9,570,459
Shares issued under ATM Program		-		-		-		-		374,919		4		-			-			662,596			-			-		(29,787	)		-			-			632,813			-			632,813
Fair value of stock-based compensation		-		-		-		-		-		-		-			-			1,130,616			-			90,498		-			-			-			1,221,114			-			1,221,114
Cumulative translation adjustment		-		-		-		-		-		-		-			-			-			-			-		-			4,198,530			-			4,198,530			-			4,198,530
Reserve Increase		-		-		-		-		-		-		-			-			69,882			-			-		-			-			(69,882	)		-			-			-
Loss for the period		-		-		-		-		-		-		-			-			-			-			-		-			-			(3,584,345	)		(3,584,345	)		(147,546	)		(3,731,891	)
Balance at June 30, 2025		1,000	$	-		1,000	$	-		139,117,131	$	1,391		(59,796	)	$	(121,430	)	$	70,395,979		$	-		$	392,158	$	(29,787	)	$	(2,520,276	)	$	53,161,057		$	121,279,092		$	3,703,431		$	124,982,523

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For the Six Months Ended June 30, 2024

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Additional Paid-in			Stock		Stock Payable - Related		Accumulated Other Comprehensive			Accumulated			Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Party		Income (Loss)			Earnings			GMGI			Interest			Equity
Balance at December 31, 2023		-	$	-		1,000	$	-		83,475,190	$	835	$	3,044,894		$	-	$	-	$	(3,307,578	)	$	59,296,675		$	59,034,826		$	951,723		$	59,986,549
Cumulative translation adjustment		-		-		-		-		-		-		-			-		-		(2,105,943	)		-			(2,105,943	)		-			(2,105,943	)
Recapitalization		1,000		-		-		-		36,742,287		367		27,642,574			-		-		-			-			27,642,941			-			27,642,941
Shares issued for vested RSUs		-		-		-		-		534,500		6		(6	)		-		-		-			-			-			-			-
Shares issued for exercise of options		-		-		-		-		20,000		-		34,800			-		-		-			-			34,800			-			34,800
Shares issued for services		-		-		-		-		30,000		-		180,000			120,000		30,166		-			-			330,166			-			330,166
Fair value of stock-based compensation		-		-		-		-		-		-		1,307,886			-		-		-			-			1,307,886			-			1,307,886
Dividends issued to former owners of MeridianBet Group		-		-		-		-		-		-		-			-		-		-			(769,534	)		(769,534	)		-			(769,534	)
Profit (loss) for the period		-		-		-		-		-		-		-			-		-		-			4,055,659			4,055,659			(91,011	)		3,964,648
Balance at June 30, 2024		1,000	$	-		1,000	$	-		120,801,977	$	1,208	$	32,210,148		$	120,000	$	30,166	$	(5,413,521	)	$	62,582,800		$	89,530,801		$	860,712		$	90,391,513

See accompanying notes to consolidated financial statements.

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For the Three Months Ended June 30, 2024

	Preferred Stock- Series B				Preferred Stock – Series C				Common Stock				Additional Paid-in			Stock		Stock Payable - Related		Accumulated Other Comprehensive			Accumulated		Total Equity of			Non-controlling			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Party		Income (Loss)			Earnings		GMGI			interest			Equity
Balance at March 31, 2024		-	$	-		1,000	$	-		83,475,190	$	835	$	3,044,894		$	-	$	-	$	(5,112,258	)	$	62,517,875	$	60,451,346		$	910,011		$	61,361,357
Cumulative translation adjustment		-		-		-		-		-		-		-			-		-		(301,263	)		-		(301,263	)		-			(301,263	)
Recapitalization		1,000		-		-		-		36,742,287		367		27,642,574			-		-		-			-		27,642,941			-			27,642,941
Shares issued for vested RSUs		-		-		-		-		534,500		6		(6	)		-		-		-			-		-			-			-
Shares issued for exercise of options		-		-		-		-		20,000		-		34,800			-		-		-			-		34,800			-			34,800
Shares issued for services		-		-		-		-		30,000		-		180,000			120,000		30,166		-			-		330,166			-			330,166
Fair value of stock-based compensation		-		-		-		-		-		-		1,307,886			-		-		-			-		1,307,886			-			1,307,886
Profit (loss) for the period		-		-		-		-		-		-		-			-		-		-			64,925		64,925			(49,299	)		15,626
Balance at June 30, 2024		1,000	$	-		1,000	$	-		120,801,977	$	1,208	$	32,210,148		$	120,000	$	30,166	$	(5,413,521	)	$	62,582,800	$	89,530,801		$	860,712		$	90,391,513

See accompanying notes to consolidated financial statements.

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Golden Matrix Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flow

(Unaudited)

	Six Months Ended
	June 30,
	2025			2024
Cash flows from operating activities:
Net (loss) income	$	(3,990,108	)	$	3,964,648
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Fair value of stock-based compensation		2,456,639			1,638,052
Unrealized foreign exchange loss on contingent liability		-			500
Non-cash interest expense related to debt discount amortization		1,950,094			-
Amortization of intangible assets		4,618,020			2,355,366
Depreciation of property, plant and equipment		2,780,271			2,028,263
Bad debt expense		168,929			86,786

Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(1,190,337	)		(637,937	)
(Increase) decrease in accounts receivable – related party		101,311			(35,431	)
(Increase) decrease in taxes receivable		17,468			569,184
(Increase) decrease in prepaid expenses		(196,491	)		(1,017,633	)
(Increase) decrease in other current assets		106,245			(391,394	)
(Increase) decrease in inventories		(470,500	)		(795,838	)
(Increase) decrease in deposits		(502,217	)		(162,370	)
(Increase) decrease in other non-current assets		45,906			735
Increase (decrease) in accounts payable and accrued liabilities		4,530,082			(2,395,597	)
Increase (decrease) in accounts payable – related party		420,011			(10,002	)
Increase (decrease) in taxes payable		(804,244	)		(3,739,539	)
Increase (decrease) in deferred revenues		(3,876	)		79,829
Increase (decrease) in customer deposit		54,865			43,774
Increase (decrease) in other current liabilities		125,649			34,482
Increase (decrease) in other liabilities		(304,644	)		128,567
Increase (decrease) in operating lease liabilities		204,094			808,949
Net cash provided by operating activities	$	10,117,167		$	2,553,394

Cash flows from investing activities:
Cash paid for intangible assets		(5,976,880	)		(4,025,569	)
Cash paid for investments		(26,318	)		7,426
Cash paid for property, plant and equipment		(3,574,317	)		(1,523,493	)
Cash paid for purchase of subsidiaries		(715,650	)		-
Cash distribution to former owners of MeridianBet Group in connection with the Purchase		(1,610,343	)		(23,000,000	)
Cash assumed from acquisition with Golden Matrix		-			17,355,360
Net cash used in investing activities	$	(11,903,508	)	$	(11,186,276	)

Cash flows from financing activities:
Repayment on debt		(15,060,133	)		(284,113	)
Proceeds from loans and borrowings		1,172,000			25,451,100
Proceeds from sale of stock		632,813			-
Repayment of lease		(1,093,927	)		(1,266,056	)
Payments of dividends		48,072			(769,534	)
Proceeds from option exercise		-			34,800
Net cash provided by (used in) financing activities	$	(14,301,175	)	$	23,166,197

Effect of exchange rate changes on cash		8,097,891			(2,108,867	)

Net increase in cash and cash equivalents		(7,989,625	)		12,424,448
Cash and cash equivalents at beginning of year		30,125,944			20,405,296
Cash and cash equivalents at end of the quarter	$	22,136,319		$	32,829,744

Supplemental cash flows disclosures
Interest paid	$	987,109		$	32,917
Tax paid	$	1,928,731		$	1,655,712

Non-cash financing activities
Debt conversion	$	11,237,408		$	-
Shares issued for settlement of True-up liability	$	518,651		$	-
Acquisition of minority interest	$	393,038		$	-
Common stock issued for vested RSUs	$	13		$	6

See accompanying notes to consolidated financial statements.

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Golden Matrix Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Organization and Operations

Golden Matrix Group, Inc. (together with its consolidated subsidiaries, collectively, “GMGI” “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 more than 15 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 over 15 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, online casino games, and virtual games. Of those 700 shops, approximately 250 are owned by the Company’s subsidiaries and approximately 450 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 Meridian Purchase (defined below) and effective April 1, 2024, the Company, through Golden Matrix (defined below), develops and owns online gaming intellectual property (IP) and builds configurable and scalable, turn-key, and white-label gaming platforms for international customers, located primarily in the Asia Pacific region. As part of the Meridian Purchase, the Company acquired a proprietary Internet gaming enterprise software system that provides for unique casino and live game operations on the platforms that include GM-X System (“GM-X”) and GM-Ag System, Turnkey Solution and White Label Solutions. These platforms are provided to Asia Pacific Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gaming (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”). In addition, following the Meridian Purchase, the Company broadened its operations in pay-to-enter prize competitions in the UK.

On April 9, 2024, GMGI completed the acquisition (the “Meridian Purchase”) of 100% of Meridian Serbia, MeridianBet Montenegro, Meridian Gaming Holdings Ltd., and Meridian Gaming (Cy) Ltd, (collectively, “MeridianBet Group”), from Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”). The Meridian Purchase was completed pursuant to the terms of that certain Amended and Restated Sale and Meridian 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 “Meridian Purchase Agreement”), effective for all purposes as of April 1, 2024. References to “Golden Matrix” refer to the Company prior to the Meridian Purchase.

In connection with the Meridian Purchase, on April 9, 2024, the Company (A) issued 82,141,857 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 Meridian 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.

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Change of Control

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 (the “2024 Annual Report”), a change of control occurred upon the closing of the Meridian Purchase Agreement on April 9, 2024. As a result, the Meridian Sellers, including Aleksandar Milovanović, Zoran Milošević, and Snežana Božović, collectively acquired majority voting control of the Company.

For a full description of the equity issued, the resulting changes in beneficial ownership, and voting rights following the closing, please refer to “Note 1 – Basis of Presentation and Accounting Policies” to the consolidated financial statements in our 2024 Annual Report.

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, 2024, and notes thereto, which are included in the 2024 Annual Report.

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.

There have been no material changes to the Company’s subsidiaries during the six months ended June 30, 2025. For a discussion of the Company’s subsidiaries, refer to the Company’s subsidiary disclosures set forth in Part I, Item 1, “Business” of the 2024 Annual Report.

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.

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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:

	·	Level 1 - Quoted prices in active markets for identical assets or liabilities.
	·	Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	·	Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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.

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 June 30, 2025, and 2024, the Company had foreign currency translation adjustments of $4,198,530 and $(301,263), respectively. During the six months ended June 30, 2025, and 2024, the Company had foreign currency translation adjustments of $5,569,578 and $(2,105,943), 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 $(63,455) and $(131,458) during the three months ended June 30, 2025, and 2024, respectively, and $370,213 and $(118,521) during the six months ended June 30, 2025 and 2024, respectively.

Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company currently has no cash equivalents at June 30, 2025 and December 31, 2024.

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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 June 30, 2025, and December 31, 2024, the allowance for doubtful accounts was $1,011,841 and $994,329, respectively. During the three months ended June 30, 2025, and 2024, there was $95,721 and $62,063, respectively, of bad debt expense recorded. During the six months ended June 30, 2025, and 2024, there was $168,929 and $86,786, 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 a 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:

	1.	Significant underperformance compared to historical or projected future operating results;
	2.	Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and
	3.	Significant negative industry or economic trends.

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. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expenses of $2,465,380 and $1,913,047 during the three months ended June 30, 2025, and 2024, respectively, and $4,618,020 and $2,355,366 during the six months ended June 30, 2025 and 2024, 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. Prior to April 1, 2024, the Company had one reporting unit to which goodwill was allocated. We review and evaluate our goodwill for potential impairment at a minimum annually, or more frequently if circumstances indicate that impairment is possible.

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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 and 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. We performed our annual impairment assessment of goodwill as of December 31, 2024, and concluded that goodwill was not impaired as the fair value of our reporting unit is in excess of our carrying value.

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

	Total
Balance as of December 31, 2024	$	71,249,119
Foreign currency translation adjustment		13,232
Balance as of June 30, 2025	$	71,262,351

Inventories

Prizes

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 $4,635,605 and $3,812,659 at June 30, 2025 and December 31, 2024, 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 $125,878 and $125,195 at June 30, 2025, and December 31, 2024, respectively.

As of June 30, 2025, and December 31, 2024, total inventory was $4,761,483 and $3,937,854, respectively.

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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:

	Useful Life in Years
Land		40
Buildings		40
Slots and machines		10
Equipment & Furniture		4 to 10
Computers		3 to 5
Televisions		4
Leasehold improvement		5
Software		3-5
Licenses		up to 10
Other intangible assets		5

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 $29,123,714 and $27,431,207, at June 30, 2025 and December 31, 2024, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. The Company’s revenue streams and related recognition policies are described in detail in Note 1 – Basis of Presentation and Accounting Policies – Revenue Recognition to the consolidated financial statements included in the Company’s 2024 Annual Report.

There have been no material changes to the Company’s revenue recognition policies or the nature of its performance obligations during the six months ended June 30, 2025.

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 June 30, 2025, and 2024, other income amounted to $591,576 and $509,759, respectively.

For the six months ended June 30, 2025, and 2024, other income amounted to $1,097,079 and $1,002,909, respectively.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company incurred current income tax expenses of $490,377 and $524,969 during the three months ended June 30, 2025, and 2024, respectively.

The Company incurred current income tax expenses of $154,324 and $806,666 during the six months ended June 30, 2025, and 2024, respectively, during the six months ended June 30, 2025, and 2024.

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The Company accrued taxes payable of $3,644,543 and $3,774,418, each at June 30, 2025, and December 31, 2024, respectively.

The Company is subject to income taxes in various jurisdictions in which it operates. A summary of applicable statutory tax rates by jurisdiction is included in Note 20 – Income Taxes to the consolidated financial statements in the Company’s 2024 Annual Report.

There have been no material changes in statutory tax rates in the jurisdictions in which the Company operates during the six months ended June 30, 2025.

Earnings Per Common Share

Basic net earnings per share of common stock is 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 six months ended June 30, 2025 and 2024:

	For the three months ended					For the six months ended
	June 30,					June 30,
	2025			2024		2025			2024
Basic earnings (loss) per common share
Numerator:
Net income (loss) available to common shareholders	$	(3,584,345	)	$	64,925	$	(3,815,953	)	$	4,055,659
Denominator:
Weighted average common shares outstanding		137,968,429			120,582,719		134,865,879			102,028,954

Basic earnings (loss) per common share	$	(0.03	)	$	0.00	$	(0.03	)	$	0.04

Diluted earnings (loss) per common share
Numerator:
Net income (loss) available to common shareholders	$	(3,584,345	)	$	64,925	$	(3,815,953	)	$	4,055,659
Denominator:
Weighted average common shares outstanding		137,968,429			120,582,719		134,865,879			102,028,954
Preferred shares		-			1,000,000		-			500,000
Warrants/Options		-			164,244		-			82,122
Restricted stock units		-			1,505,051		-			752,526
Deferred cash convertible note		-			203,170		-			101,585
Closing share consideration		-			5,000,000		-			2,500,000
Adjusted weighted average common shares outstanding		137,968,429			128,455,184		134,865,879			105,965,187

Diluted earnings (loss) per common share	$	(0.03	)	$	0.00	$	(0.03	)	$	0.04

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Dividends

Dividends represent distributions made to the former owners of MeridianBet Group prior to the effective date of the Meridian Purchase Agreement (see “NOTE 22 - MERIDIANBET GROUP PURCHASE AGREEMENT” for details). No dividends were paid during the three months ended June 30, 2025 and 2024. For the six months ended June 30, 2025 and 2024, dividends paid amounted to $0 and $769,534, respectively.

The dividend distributions were paid in cash.

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 Accounting Standards Update (ASU) 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 $1,416,314 and $1,638,052 during the three months ended June 30, 2025 and 2024, respectively, and $2,456,639 and $1,638,052 during the six months ended June 30, 2025 and 2024, respectively.

Recent Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. The Company adopted ASU 2023-07 during the year ended December 31, 2024. See “NOTE 19 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION”, for further detail.

NOTE 2 – ACCOUNTS RECEIVABLE, NET

Accounts receivables are carried at their estimated collectible amounts. Trade accounts receivables 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 $4,238,202 and $3,747,169 as of June 30, 2025, and December 31, 2024, respectively.

Receivables from payment providers in Bosnia amount to $1,577,677 and $1,517,840 as of June 30, 2025, and December 31, 2024, respectively. These receivables are settled regularly.

The Company has accounts receivable of $7,090,854 and $6,061,281 as of June 30, 2025, and December 31, 2024, respectively (net of allowance for bad debt of $1,011,841 and $994,329, respectively).

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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, Network System Development GMBH, Articulate Pty Ltd. (“Articulate”) and Elray Resources Inc. (“Elray”).

The accounts receivable from related parties amount to $556,789 and $666,545, as of June 30, 2025 and December 31, 2024, respectively.

NOTE 4 – TAXES RECEIVABLE

Taxes receivable mainly include stamps, duties, local taxes assets and corporate income taxes. Taxes receivable are $717,162 and $734,630 as of June 30, 2025, and December 31, 2024, respectively. The components of taxes receivable are as follows:

Description	As of June 30, 2025		As of December 31, 2024
Corporate income taxes receivable	$	491,408	$	310,424
VAT refund receivables		70,242		286,031
Municipality taxes refund receivable		155,512		138,175
Total taxes receivable	$	717,162	$	734,630

NOTE 5 – PREPAID EXPENSES

The balances of prepaid expenses are $1,190,083 and $955,456 as of June 30, 2025, and December 31, 2024, respectively. The components of prepaid expenses are as follows:

Description	As of June 30, 2025		As of December 31, 2024
Prepayments to suppliers	$	394,195	$	39,239
Prepaid payroll expense		4,984		4,557
Prepaid rent		12,462		12,475
Prepaid license		189,388		443,355
Prepaid sponsorship/advertising		279,149		363,835
Other prepayments		309,905		91,995
Total prepaid assets	$	1,190,083	$	955,456

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NOTE 6 – OTHER CURRENT ASSETS

As of June 30, 2025, and December 31, 2024, other current assets are $2,514,355 and $2,584,771, respectively. The components of other current assets are as follows:

Description	As of June 30, 2025			As of December 31, 2024
Other current receivables	$	1,023,540		$	1,315,276
Accrued income		1,281,489			1,068,075
Employee receivables		396,580			314,865
Other current investments		344,942			330,302
Allowance for bad debt		(532,196	)		(443,747	)
Total other current assets	$	2,514,355		$	2,584,771

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

As of June 30, 2025, the total allowance for bad debt amounts to $532,196 and is primarily related to the impairment of other receivables recorded at My Best Odds Belgium in the amount of $383,028, as well as the impairment of Atlas Bank in bankruptcy at MeridianBet Montenegro in the amount of $140,142.

NOTE 7– ACQUISITIONS

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

Please refer to “NOTE 22 – MERIDIANBET GROUP PURCHASE AGREEMENT”, for a discussion of the Meridian 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

As previously disclosed in Note 7 – Acquisitions to the consolidated financial statements included in the Company’s 2024 Annual Report, on August 16, 2024, the Company entered into a Share Exchange Agreement with NJF Exercise Physiologists Pty Ltd and Think Tank Enterprises Pty Ltd (the “Classics Sellers”) to acquire 80% of the outstanding equity of Classics Holdings, effective August 1, 2024. Classics for a Cause operates an established B2C trade promotions business in Australia.

The total consideration for the acquisition included a combination of restricted common stock, cash payments, a holdback amount, and a potential earnout. The transaction was accounted for as a business combination under FASB ASC 805, with the purchase price preliminarily allocated to the identifiable assets acquired and liabilities assumed, based on estimated fair values.

Goodwill of approximately $6.35 million was recognized, representing the excess of the total consideration (including the fair value of the noncontrolling interest) over the net fair value of the assets acquired. The noncontrolling interest was estimated at $1.42 million. The allocation included identifiable intangible assets such as trade names, customer relationships, and non-compete agreements.

As of June 30, 2025, the preliminary purchase price allocation remains unchanged. The earnout conditions for the period ended June 30, 2025 were not met, and no additional consideration was earned by the Classics Sellers. The shares of common stock issued as part of the acquisition of Classics Holdings were subject to a true-up equal to the difference, if negative, between the closing sales price of the Company’s common stock on the Nasdaq Capital Market on the date that was 180 days following the closing date (or if such date is not a business day, the last closing price of the Company’s common stock prior to such day) and the closing price of the Company’s common stock on the Nasdaq Capital Market on the closing date (or if such date is not a business day, the last closing price of the Company’s common stock prior to such day) (the “True-Up Amount”). At the Company’s option, the True-Up Amount could be paid in cash or shares of common stock of the Company, or any combination thereof. On February 17, 2025, the True-Up Amount was determined to be $518,650 and on April 28, 2025, the Company issued 206,634 shares to satisfy this obligation.

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Classics for a Cause’s results of operations have been included in our consolidated financial statements beginning on August 1, 2024. Classics for a Cause contributed revenues of $2,029,926 and net income attributable to GMGI of $66,829 for the three months ended June 30, 2025. Classics for a Cause contributed revenues of $4,334,642 and net income attributable to GMGI of $273,260 for the six months ended June 30, 2025.

Media Games Malta Acquisition

As previously disclosed in Note 7 – Acquisitions to the consolidated financial statements included in the Company’s 2024 Annual Report, on July 11, 2024, the Company entered into a Share Purchase Agreement (“SPA”) to acquire 100% of the issued share capital of Media Games Malta (EU) Limited for a total purchase price of approximately $487,647 (€435,555). The consideration was paid in part at signing and the balance in four equal monthly instalments through November 2024.

The transaction was accounted for as a business combination in accordance with ASC 805 – Business Combinations. The acquisition resulted in recognition of approximately $537,184 of goodwill and $162,626 in identifiable intangible assets (trademark/name).

Media Games Malta’s results have been included in the consolidated financial statements effective August 1, 2024. For the three and six months ended June 30, 2025, the entity contributed $97,457 and $205,296 in revenues, respectively, and net losses attributable to GMGI of $68,359 and $104,079, respectively.

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

The Meridian Purchase Agreement required the purchase of the minority shares of certain subsidiaries of the MeridianBet Group.

Based on this, on September 3, 2024, a sales-purchase agreement was 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 purchase price is $3,098,797, of which, in accordance with the agreement, a portion will be paid by way of the issuance of 814,768 shares of restricted common stock of the Company, each with an individual value of $3.00, while the remainder will be paid in cash, totaling $654,493. On January 1, 2025, 814,768 shares of restricted common stock were issued to one individual as consideration to acquire a 24.5% minority interest in Meridian Gaming Peru S.A.C., as discussed above. As of June 30, 2025, a cash consideration of $479,166 remains outstanding and is recorded as a consideration payable on the balance sheet.

Additionally, on October 3 and November 8, 2024, share purchase agreements were 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 purchase price is $4,073,707, of which, in accordance with the agreement, a portion will be paid in restricted shares of common stock of the Company, totaling 1,071,101 shares, each with an individual value of $3.00, while the remainder will be paid in cash, totaling $860,404. On January 1, 2025, 1,071,101 shares of restricted common stock were issued to five individuals as consideration to acquire a 15.5% minority interest in Meridian Worldwide CY Limited. As of June 30, 2025, a cash consideration of $646,781 remains outstanding and is recorded as a consideration payable on the balance sheet.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the three months ended June 30, 2024 assume the acquisitions of Golden Matrix, Classics Holdings, Media Games Malta and the Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus were completed on January 1, 2024:

	Three Months Ended June 30,
	2024
Pro-forma total revenues	$	41,824,868
Pro-forma net income (loss) attributable to GMGI	$	394,222

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The following unaudited pro forma consolidated results of operations for the six months ended June 30, 2024 assume the acquisitions of Golden Matrix, Classics Holdings, Media Games Malta and the Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus were completed on January 1, 2024:

	Six Months Ended June 30,
	2024
Pro-forma total revenues	$	82,384,511
Pro-forma net income (loss) attributable to GMGI	$	2,477,996

The unaudited pro-forma consolidated results above are based on the historical financial statements of MeridianBet Group, Golden Matrix, Classics Holdings, Media Games Malta, and Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus, are not necessarily indicative of the results of operations that would have been achieved if the acquisitions were completed at January 1, 2024, and are not indicative of the future operating results of the combined company. The pro-forma consolidated results of operations also include the effects of purchase accounting adjustments, including amortization charges related to the finite-lived intangible assets acquired, assuming that the business combination occurred on January 1, 2024.

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 (e.g., a new sports betting platform which is classified as intangible construction in process). Capitalized software costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

During the six months ended June 30, 2025, and 2024, respectively, software development costs of $1,146,753 and $3,993,875, were incurred and capitalized.

Intangible construction in process mainly represents the development of new software in Montenegro and Malta for a sports betting platform. During the six months ended June 30, 2025, and 2024, respectively, costs of $4,830,127 and $3,908,881 were incurred and capitalized, while a total of $3,442,266 was placed in service in 2025.

We anticipate that the majority of intangible construction in process will be placed in service in stages during the 2025, depending on the progress of the software development.

Licenses relate to operational gaming licenses issued in Bosnia, Cyprus and Brazil. During the six months ended June 30, 2025, and 2024, respectively, costs of $767,679 and $84,993, were incurred and capitalized. The licenses are amortized over the life of the licenses.

Other intangible assets relate to retail agent partner relationships and online customer relationships identified during the acquisition of Bit Tech Tanzania in the amount of $1,591,047, as well as the purchase of the domain magicbet777.com by Meridianbet Brazil LTDA in the amount of $2,312,837. Other intangible assets are amortized over 5 years.

Intangible assets related to software and website are amortized on a straight-line basis over their expected useful lives, estimated to be 5 years.

Amortization expenses related to intangible assets were $2,465,380 and $1,913,047 for the three months ended June 30, 2025, and 2024, respectively and $4,618,020 and $2,355,366 for the six months ended June 30, 2025, and 2024, respectively.

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

Definite-lived intangible assets	As of June 30, 2025			As of December 31, 2024
Intangible construction in process	$	12,144,139		$	11,354,044
Licenses		6,457,672			5,689,993
Software		18,525,218			14,780,382
Trademarks and tradenames		12,189,361			12,183,561
Developed technology		3,100,000			3,100,000
Customer relationships		17,951,347			17,950,000
Non-compete agreement		290,686			290,000
Other intangible assets		3,903,884			3,451,010
Gross intangible assets		74,562,307			68,798,990
Less: accumulated impairment and amortization
Licenses amortization		(1,197,153	)		(519,702	)
Software amortization		(7,108,355	)		(6,718,227	)
Trademarks and tradenames amortization		(1,455,390	)		(838,532	)
Developed technology		(775,005	)		(465,003	)
Customer relationships		(4,450,846	)		(2,656,083	)
Non-compete agreement		(132,595	)		(61,186	)
Other intangible assets amortization		(1,684,828	)		(1,146,800	)
Total accumulated impairment and amortization		(16,804,172	)		(12,405,533	)
Net definite-lived intangible assets	$	57,758,135		$	56,393,457

The table below shows expected amortization expenses for the next five years of intangible assets recorded as of June 30, 2025:

Year Ending December 31,	Estimated Amortization
2025	$	11,662,252
2026		11,706,759
2027		11,304,857
2028		10,869,506
2029		7,020,825
Thereafter		5,193,936
Total future amortization	$	57,758,135

The following table identifies the intangible assets resulting from the Meridian Purchase, as described in greater detail in “NOTE 22 – MERIDIANBET GROUP PURCHASE AGREEMENT”:

Description	Useful life	Amount
Trade names and trademarks	10 Years	$	9,700,000
Developed technology	5 Years		3,100,000
Customer relationships	5 Years		17,400,000
Non-compete agreement	3 Years		10,000
Total		$	30,210,000

The fair value estimate for all identifiable intangible assets is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use).

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NOTE 9 – PROPERTY, PLANT AND EQUIPMENT

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

Description	As of June 30, 2025		As of December 31, 2024
Land	$	29,362	$	26,084
Buildings, net		10,173,772		9,190,949
Slots and machines, net		11,849,410		11,065,973
Equipment, net		3,366,154		3,348,069
Computers, net		1,623,591		1,719,679
Televisions, net		295,385		302,348
Investment in third party property, plant and equipment		1,786,040		1,778,105
Total property, plant and equipment, net	$	29,123,714	$	27,431,207

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

Advances for property, plant and equipment represent the purchase of the premises in Montenegro. These premises are still in the process of construction.

Depreciation expenses were $1,344,024 and $826,664, for the three months ended June 30, 2025, and 2024, respectively, and $2,780,271 and $2,028,263, for the six months ended June 30, 2025, and 2024, respectively.

NOTE 10 – DEPOSITS AND NON-CURRENT PREPAID ASSETS

As of June 30, 2025 and December 31, 2024, deposits and prepaid assets are $6,189,912 and $5,706,319, respectively. The components of deposits and prepaid assets are as follows:

Description	As of June 30, 2025		As of December 31, 2024
Deposits for rent & office leases	$	340,330	$	183,596
Deposits for retail betting		2,828,458		2,522,993
Deposits for retail casino		-		2,880
Deposits for internet betting		865,698		1,082,621
Other prepayments		11,654		10,785
Other deposits		2,143,772		1,903,444
Total deposits and prepaid assets	$	6,189,912	$	5,706,319

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.

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NOTE 11 – INVESTMENTS

The Company has investments in unconsolidated entities. The investments are accounted for under the equity method whereby the initial investment is recognized at cost and the entities’ profits or losses are recorded in proportion to the Company’s percentage of ownership. As of June 30, 2025, and December 31, 2024, the Company had investments of $244,465 and $218,147, respectively, representing investments in capital of Lottery RS (657 shares), Telekom Srpske (169,921 shares), and BH Telekom (15,228 shares).

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 June 30, 2025, and 2024, was $912,357 and $823,264, respectively.

The lease cost for the six months ended June 30, 2025, and 2024, was $1,839,612 and $1,674,651, respectively.

As of June 30, 2025, and December 31, 2024, the right-of-use assets were $6,719,981 and $7,643,504, respectively, and there was also a current lease liability of $2,428,729 and $2,378,896, respectively, and a non-current lease liability of $4,266,105 and $5,193,847, respectively.

Maturities of lease liabilities as of June 30, 2025, were as follows:

	Operating Lease
2025	$	2,689,058
2026		2,573,409
2027		1,409,839
2028		288,954
2029		75,656
Thereafter		-
Total lease payments		7,036,916
Less imputed interest		342,082
Present value of lease liability	$	6,694,834

NOTE 13 – ACCOUNTS PAYABLE – RELATED PARTIES

The accounts payable to related parties includes management salaries, superannuation liabilities and accrued bonuses totaling $440,720 and $19,655, as of June 30, 2025, and December 31, 2024, respectively.

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NOTE 14 – TAXES PAYABLE

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

As of June 30, 2025, and December 31, 2024, taxes payable are $3,644,543 and $3,774,418, respectively. The components of taxes payable are as follows:

	As of June 31, 2025		As of December 31, 2024
Stamps, duties and other taxes	$	2,600,459	$	2,369,595
Corporate income tax payable		1,044,084		1,404,823
Total taxes payable	$	3,644,543	$	3,774,418

NOTE 15 – LONG TERM LIABILITIES

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 $22,400,000), 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 Meridian 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 June 30, 2025, the unamortized debt discount was $554,911.

For the six months ended June 30, 2025, the Company paid $5,134,487 to Unicredit Bank against the loan, including the principal amount of $4,374,407 and interest accrued of $760,080. As of June 30, 2025, and December 31, 2024, the principal balance of the loan was $18,037,572 and $20,203,619.

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 June 30, 2025, 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 term of using the funds is 12 months ending on April 8, 2026. The Bank charges interest at the nominal interest rate equal to one month BELIBOR plus 2.00% p.a.

For the six months ended June 30, 2025, the Company paid $12,439 to Unicredit Bank against the loan, including the principal amount of $0 and interest accrued of $12,439. As of June 30, 2025, and December 31, 2024, the principal balance of the loan was $1,173,560 and $0.

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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) from Hipotekarna Bank for financing working capital and liquidity of the Company. The term of using the funds is 24 months ending in April 2026. The Bank charges effective interest at the annual rate of 5.63% (nominal interest rate 5.3%).

For the six months ended June 30, 2025, the Company paid $581,488 to Hipotekarna Bank against the loan, including the principal amount of $546,387, and interest accrued of $35,101. As of June 30, 2025, and December 31, 2024, the principal balance of the loan was $907,994 and $1,324,361.

On December 9, 2024, MeridianBet Montenegro entered into a short-term loan, in the amount of EUR 1,000,000 (approximately $1,039,000) from Hipotekarna Bank for financing working capital and liquidity of the Company. The term of using the funds is 12 months ending on December 31, 2025. The Bank charges effective interest at the annual rate of 5.79% (nominal interest rate 5.3%).

For the six months ended June 30, 2025, the Company paid $562,994 to Hipotekarna Bank against the loan, including the principal amount of $539,339, and interest accrued of $23,655. As of June 30, 2025, and December 31, 2024, the principal balance of the loan was $593,519 and $1,038,900.

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 term of using the funds is the 24 months ending on April 1, 2026, when the entire loan amount becomes due. The effective interest is at the annual rate of 7%. As of June 30, 2025, and December 31, 2024, the principal balance of the loan was $2,334,000 and $2,065,680.

Lind Global Asset Management VIII LLC Securities SPA / Promissory Note

On July 2, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management VIII LLC, a Delaware limited partnership (the “Investor”), pursuant to which the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal amount of $12,000,000 (the “Secured Convertible Note”) and a common stock purchase warrant (the “Lind Warrant”) to acquire 750,000 shares of common stock of the Company, at an exercise price of $4.00 per share. The Lind Warrant expires on July 2, 2029. A total of $10,000,000 was funded under the Secured Convertible Note (representing the principal amount less an original issue discount of 20%) on July 3, 2024 (the “Funding Date”). In connection with the issuance of the Secured Convertible Note and the Lind Warrant, the Company paid a $250,000 commitment fee to the Investor. The Secured Convertible Note is convertible into shares of common stock of the Company by the Investor at any time at a conversion price of $4.00 per share.

The Company recorded a debt discount of $3,754,575 related to the issuance of the Secured Convertible Note. The total debt discount was comprised of the relative fair value of the Lind Warrant, the $2,000,000 issue discount, the commitment fee, $432,398 of advisory fees in connection with the debt issuance to Citigroup Global Markets Limited, and other issuance costs. The relative fair value of the Lind Warrant was $1,007,482 and was calculated using the Black-Scholes option pricing model. As of June 30, 2025, the unamortized debt discount was $0.

Second Amendment to Senior Secured Convertible Note

On October 30, 2024, the Company and the Investor entered into a Second Amendment to Senior Secured Convertible Promissory Note (the “Amendment”), which amended the Secured Convertible Note. Pursuant to the Amendment, the Company and the Investor agreed (a) that the October 2024 amortization payment due on October 20, 2024, pursuant to the terms of the Secured Convertible Note, would be paid $100,000 in shares of common stock of the Company, as determined pursuant to the terms of the Secured Convertible Note, and $515,000 in cash; and (b) to amend the events of default set forth in the Secured Convertible Note to provide that it will be an event of default if the Company’s market capitalization is below $250 million for ten consecutive days at any time after March 3, 2025 (previously such applicable starting date for that covenant was December 3, 2024).

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For the six months ended June 30, 2025, the Company paid a total of $9,600,000 to the Investor against the loan through cash payments. As of June 30, 2025, the Secured Convertible Note was paid off.

As of June 30, 2025 and December 31, 2024, long term liabilities amount to $22,506,255 and $31,655,487, respectively, which are attributable to Unicredit Bank facility, Hipotekarna Bank facility, and the Igor Salindrija facility.

Maturities of long-term loan as of June 30, 2025 and December 31, 2024, are as follows:

Long term loan	As of June 30, 2025		As of December 31, 2024
Within 1 year	$	11,178,710	$	17,291,241
Within 1-2 Years		11,327,545		14,364,246
Present value of loan liability	$	22,506,255	$	31,655,487

NOTE 16 – OTHER LIABILITIES

Other Current Liabilities

As of June 30, 2025, and December 31, 2024, other current liabilities were $1,230,606 and $1,090,063, respectively. The components of other current liabilities are as follows:

Description	As of June 30, 2025		As of December 31, 2024
Staff costs payable	$	758,018	$	577,788
Other current payables		132,943		148,345
Rent deposits received		2,514		2,233
Bank overdraft		-		83,965
Dividends payable		24,476		38,671
Customer deposit		312,655		239,061
Total other current liabilities	$	1,230,606	$	1,090,063

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, fees, etc.

Other Non-Current Liabilities

As of June 30, 2025, and December 31, 2024, other non-current liabilities were $6,132,222 and $6,658,377, respectively. The components of other non-current liabilities are as follows:

	As of June 30, 2025		As of December 31, 2024
Leases payable	$	3,454	$	36,348
Retirement benefits		15,766		14,674
Deferred tax liabilities		6,113,002		6,607,355
Total other non-current liabilities	$	6,132,222	$	6,658,377

The deferred tax liabilities resulted from the Meridian Purchase and Classics Holdings acquisition, which led to the recognition of intangible assets and corresponding deferred tax liabilities. These deferred tax liabilities will be amortized in line with the amortization of the related intangible assets.

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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.

Dividends Paid to the Meridian Sellers

For the three months ended June 30, 2025, and 2024, dividends paid to the former owners of MeridianBet Group are as follows:

Owners	Dividends Paid Three Months Ended June 30, 2025		Dividends Paid Three Months Ended June 30, 2024
Aleksandar Milovanović	$	-	$	-
Zoran Milošević		-		-
Snežana Božović		-		-
Other dividends paid		-		-
Total dividends paid	$	-	$	-

For the six months ended June 30, 2025, and 2024, dividends paid to the owners are as follows:

Owners	Dividends Paid Six Months Ended June 30, 2025		Dividends Paid Six Months Ended June 30, 2024
Aleksandar Milovanović	$	-	$	468,694
Zoran Milošević		-		165,562
Snežana Božović		-		5,450
Other dividends paid		-		129,828
Total dividends paid	$	-	$	769,534

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

On April 1, 2024, following the Meridian Purchase, the Company assumed the License Agreement with Articulate, 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 June 30, 2025, the amount receivable from Articulate was $132,072.

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

On April 1, 2024, the Company assumed the Software License Agreement with 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 six months ended June 30, 2025, revenues from Elray were $13,907. As of June 30, 2025, the amount receivable from Elray was $13,648. There were no revenues received from Elray before April 1, 2024.

Top Level doo Serbia and Network System Development GMBH

The accounts receivable-related party from Top Level doo Serbia and Network System Development GMBH, amount to $298,979 and $317,125 as of June 30, 2025, and December 31, 2024, respectively with the largest amount due from Top Level d.o.o. Serbia in the amount of $294,341 and $288,157, 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 Meridian Purchase) 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 June 30, 2025, and December 31, 2024, 1,000 and 1,000 Series B preferred shares of par value $0.00001 were outstanding, respectively.

As of June 30, 2025, and December 31, 2024, 1,000 and 1,000 Series C Preferred Stock shares of par value $0.00001 were outstanding, respectively.

As of June 30, 2025, and December 31, 2024, 19,998,000 and 19,998,000 shares of preferred stock remained undesignated, respectively.

Common Stock

As of June 30, 2025, and December 31, 2024, 300,000,000 and 300,000,000 shares of common stock, par value $0.00001 per share, were authorized, of which 139,117,131 and 129,242,993 shares were issued and outstanding, respectively.

Common Stock Transactions

On January 1, 2025, 1,071,101 shares of restricted common stock were issued to five individuals as consideration to acquire a 15.5% minority interest in Meridian Worldwide CY Limited.

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

On January 13, 2025, Aleksandar Milovanović (“Milovanović”), one of the Meridian Sellers agreed to convert the $501,591 remaining due under the Deferred Cash Convertible Promissory Note (defined and discussed below in “NOTE 22 – MERIDIANBET GROUP PURCHASE AGREEMENT”) into 250,796 shares of common stock of the Company at a conversion price of $2.00 per share. The Deferred Cash Convertible Promissory Note was convertible into shares of common stock of the Company, at any time, from time to time, at the option of Milovanović, 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) $3.00, subject to a floor of $2.00 per share.

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As of February 23, 2025, a total of $1,165,358 of the $5,000,000 due to the Meridian Sellers as contingent cash consideration, which was due six months following the acquisition of MeridianBet Group remained due to Milovanović (the “Remaining Contingent Cash”). On February 23, 2025, the Company and Milovanović entered into a Debt Conversion Agreement dated February 18, 2025 (the “February 2025 Debt Conversion Agreement”), pursuant to which the Company and Milovanović agreed to convert the Remaining Contingent Cash into 647,422 shares of common stock of the Company, based on a conversion price of $1.80 per share.

On April 9, 2025, we entered into the Sixth Amendment to the Meridian Purchase Agreement with the Meridian Sellers. The amendment confirmed that $179,540 of the $10 million of non-contingent consideration which was due to the Sellers 12 months after the closing date of the acquisition of MeridianBet Group had already been paid and provided that the remaining amounts would be partially converted into common stock. Specifically, $9,445,460 owed to Milovanović was converted into 4,843,826 shares at $1.95 per share; $100,000 owed to Milošević and $25,000 owed to Božović was converted into 50,000 and 12,500 shares, respectively, at $2.00 per share. The remaining $150,000 owed to Milošević and $100,000 owed to Božović is payable by October 9, 2025.

On April 28, 2025, the Company issued 206,634 shares of its common stock to the Classics Sellers to fully satisfy the True-Up Amount of $518,650, which had been determined on February 17, 2025. The shares were issued in accordance with the terms of the Classic Holding’s Share Exchange Agreement, pursuant to which the Company had the option to settle the True-Up Amount in cash, shares, or a combination thereof. The shares were valued based on the US$ Agreed Value as defined in the agreement.

The Company owes quarterly salaries of $392,158 to Zoran Milošević and Snežana Božović which are expected to be settled in shares.

During the six months ended June 30, 2025, 185,000 unregistered shares of restricted common stock, with a value of $431,700, were issued for services.

Equity Distribution Agreement

On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $14.7 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.

The Company will pay Craig-Hallum a commission equal to 3.00% of any gross proceeds from the sale of shares of the Company’s common stock under the Distribution Agreement. Pursuant to the terms of the Distribution Agreement, the Company also provided Craig-Hallum with customary indemnification rights and has agreed to reimburse Craig-Hallum for certain specified expenses up to $50,000, plus up to $5,000 for each future quarterly period that the Distribution Agreement remains in place. The offering of common stock pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of all of the common stock subject to the Distribution Agreement and (ii) the termination of the Distribution Agreement by the Company or Craig-Hallum. Either party may terminate the agreement in its sole discretion at any time upon written notice to the other party.

No assurance can be given that the Company will sell any shares of common stock under the Distribution Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.

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2018 Equity Incentive Plan

On April 1, 2024, the Company assumed Golden Matrix’s 2018 Equity Incentive Plan following the Meridian Purchase. No options or warrants were outstanding prior to April 1, 2024.

The following table represents the stock option activity for the six months ended June 30, 2025:

Options	Number Outstanding			Weighted Average Exercise Price
Options Outstanding as of December 31, 2024		490,000		$	2.23
Options expired		(50,000	)	$	3.98
Options exercised		(60,000	)	$	0.80
Options Outstanding as of June 30, 2025		380,000		$	2.23
Options Exercisable as of June 30, 2025		380,000		$	2.23

The fair value of stock options was measured using the Black-Scholes option pricing model. The Black-Scholes valuation model takes into consideration the share price of the Company, the exercise price of the options, the amount of time before the option expires, and the volatility of share price. Compensation expense is charged to operations through the vesting period. The amount of cost is calculated based on the accounting standard ASU 2018-07.

On June 16, 2025, the Company agreed to extend the exercise period of certain stock options by one year, which covered options granted to one employee and one consultant to purchase 180,000 shares of common stock at an exercise price of $1.74 per share and options granted to one director to purchase 100,000 shares of common stock at an exercise price of $2.67 per share. The Company recorded a total of $118,741 in expense due to the option extension.

The total compensation cost related to stock options granted including the option extension as discussed above was $118,741 and $91,696, for the six months ended June 30, 2025 and 2024, respectively.

2022 Equity Incentive Plan

On April 1, 2024, the Company assumed Golden Matrix’s 2022 Equity Incentive Plan (the “2022 Plan”) following the Meridian Purchase. 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.

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The following table represents the RSUs activity under the 2022 Plan for the six months ended June 30, 2025:

RSUs	Number Outstanding
RSUs Outstanding as of December 31, 2024		1,837,570
RSUs granted		-
RSUs forfeited		(8,875	)
RSUs vested and settled in shares of common stock		(1,173,859	)
RSUs Outstanding as of June 30, 2025		654,836

2023 Equity Incentive Plan

On April 1, 2024, the Company assumed Golden Matrix’s 2023 Equity Incentive Plan (the “2023 Plan”) following the Meridian Purchase. 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) five million (5,000,000) 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) five million (5,000,000) 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 50,000,000 shares of common stock (or awards) may be issued or granted under the 2023 Plan in aggregate, and no more than 50,000,000 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 1,808,146 shares and on April 1, 2025, the number of shares eligible for issuance under the 2023 Plan increased by 3,632,000 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 5,000,000 shares, to 3,632,000 shares, to take into account a total of 1,368,000 of awards made under the 2022 Plan, after the adoption of the 2023 Plan).

The following table represents the RSUs activity under the 2023 Plan for the six months ended June 30, 2025:

RSUs	Number Outstanding
RSUs Outstanding as of December 31, 2024		10,000
RSUs granted		1,553,500
RSUs forfeited		(40,000	)
RSUs vested		(205,500	)
RSUs Outstanding as of June 30, 2025		1,318,000

The total compensation cost related to RSUs was $1,779,402 and $1,216,190 for the six months ended June 30, 2025 and June 30, 2024.

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.

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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 MeridianBet Group’s Chief Executive 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:

·	MeridianBet Group – This segment includes revenues from retail sports betting, retail casinos, online sports betting, online casinos, and bars operated by MeridianBet Group companies across Serbia, Bosnia, Montenegro, Africa, Central and South America, and other European regions.
·	GMAG – This segment generates revenue through the Company’s intellectual property and the resale of third-party gaming content, primarily serving customers in the Asia-Pacific region.
·	RKings & CFAC – This segment includes revenues from pay-to-enter prize competitions and trade promotions, conducted through RKings in the UK and Classics for a Cause in Australia.

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:

	For the six months ended
	June 30, 2025
	MeridianBet Group			GMAG			RKings & CFAC			Total

Revenues	$	56,934,460		$	7,471,339		$	21,562,622		$	85,968,421
Cost of revenue		(16,574,445	)		(5,193,436	)		(15,538,957	)		(37,306,838	)
Segment gross profit		40,360,015			2,277,903			6,023,665			48,661,583

Less:
Selling, general and administrative expenses		7,051,698			695,041			1,122,520			8,869,259
Salaries and wages		10,845,152			686,109			527,276			12,058,537
Professional fees		1,322,989			159,442			47,602			1,530,033
Marketing expenses		9,560,442			425,762			2,765,174			12,751,378
Rents and utilities		3,354,862			61,873			92,569			3,509,304
Bad debt expense		168,929			-			-			168,929
Segment income from operations		8,055,943			249,676			1,468,524			9,774,143

Less:
Holding company expenses											2,180,146
Restructuring costs											149,934
Stock-based compensation expenses											2,456,639
Depreciation expenses											2,780,271
Amortization expenses											4,618,020
Total income (loss) from operations										$	(2,410,867	)

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Total revenues by geographic region are as follows:

	For the three months ended								For the six months ended
	June 30, 2025				June 30, 2024				June 30, 2025				June 30, 2024
UK	$	8,376,630	19	%	$	9,656,962	25	%	$	17,227,980	20	%	$	9,656,962	15	%
Europe (UK-Excl.)		24,107,757	56	%		21,449,953	54	%		46,981,218	55	%		42,336,831	66	%
Central and South America		2,235,236	5	%		1,187,936	3	%		4,121,450	5	%		1,970,647	3	%
Asia Pacific (Australia Excl.)		3,249,355	8	%		4,224,813	11	%		6,390,922	7	%		4,224,813	7	%
Australia		1,881,295	4	%		-	-			4,334,642	5	%		-	-
Africa		3,395,095	8	%		2,895,578	7	%		6,912,209	8	%		6,076,576	9	%
Total	$	43,245,368	100	%	$	39,415,242	100	%	$	85,968,421	100	%	$	64,265,829	100	%

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

Our effective tax rate was (16.3)% and 97.1% for the three months ended June 30, 2025 and June 30, 2024, and (4.0)% and 16.9% for the six months ended June 30, 2025 and June 30, 2024, respectively. The decrease in the effective income tax rate for the three and six months ended June 30, 2025 compared to the same periods in 2024 is primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.

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 four related court actions, two of which (one from each side) seek the liquidation of that company. The proceedings are pending in the District Court of Limassol, cases General Application No. 378/2016; General Application No. 542/2020; Case No. 1080/2017; and Case No. 418/2017. The actions were initiated between September and February 2020. Given the parties’ petitions for relief, the ultimate liquidation of that entity is likely, though it is also possible the Court will engineer one set of parties buyout of the other. In the third action, the minority shareholders are asserting derivative claims on behalf of Fair Champions. In the fourth, Meridian Serbia has sued certain minority shareholders for misrepresentations made at the time of the Company Parties’ acquisition of its majority interest in Fair Champions. The MeridianBet Group is seeking reimbursement of the sum it paid for that interest. 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.

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Meridian Malta is participating in a dispute with the Greek tax authorities (acting through the Audit Centre for Large Enterprises). 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 filed initial assessments, which Meridian Malta then appealed. The bases of the appeals included arguments that (i) Greece incorrectly 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 Company is vigorously defending this dispute and believes that dispute will be resolved in the Company's favor, but out of prudence, for the twelve months ended December 31, 2024, the Company had accrued a tax expense of $1,468,472 as an accrued liability for the said dispute. There is no change to the amount as of June 30, 2025.

The Company is in a dispute with Mr. Paul Hardman (one of the former owners of RKings) with regards to a certain consideration totaling approximately $626,450 (GBP 500,000) that he has alleged is still owed to him pursuant to the RKings Purchase Agreement, and which we allege was forfeited. That amount is accrued and included in the Company’s liabilities as of June 30, 2025. The Company’s dispute and claims against Mr. Hardman stem from breaches of the terms of the RKings Purchase Agreement by Mr. Hardman. The Company is vigorously pursuing the claim of breach of the acquisition agreement related to the purchase of RKings against Mr. Hardman; however, no formal legal action has been initiated by either party to date.

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

NOTE 22 - MERIDIANBET GROUP PURCHASE AGREEMENT

As previously disclosed in Note 22 – MeridianBet Group Purchase Agreement to the consolidated financial statements included in the 2024 Annual Report, Golden Matrix Group, Inc. (“GMGI”) completed its acquisition of 100% of the outstanding share capital of MeridianBet Group on April 9, 2024 (effective as of April 1, 2024), pursuant to the Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended.

The total preliminary purchase consideration was approximately $107.9 million, which included the issuance of 82,141,857 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 GMGI as the accounting acquiree.

The fair value of the net assets acquired included approximately $30.2 million in intangible assets, $13.4 million in net tangible assets, and approximately $64.4 million of goodwill.

As a result of the transaction, the Meridian Sellers became the majority shareholders of GMGI, holding approximately 69.2% of the outstanding common stock and 67.0% of the voting power as of the closing date.

Additional terms and governance arrangements, including the Series C Preferred Stock, Voting Agreement, Day-to-Day Management Agreement, and details on a Deferred Cash Convertible Promissory Note, are described in Note 22 to the 2024 Annual Report and have not materially changed as of June 30, 2025, other than repayments and conversions previously disclosed.

NOTE 23 – SUBSEQUENT EVENTS

Shares Issued for Services

Subsequent to June 30, 2025, and through the date of this report, 45,000 unregistered shares of restricted common stock, with a value of $83,700, were issued for services.

At-The-Market Offering

Subsequent to June 30, 2025, and through the date of this report, the Company sold an aggregate of 320,934 shares of its common stock under the Distribution Agreement at an average price of $1.72 per share, resulting in net proceeds of approximately $535,560 after deducting commissions. The shares were sold pursuant to the Company’s shelf registration statement on Form S-3, and the related prospectus supplement filed with the Securities and Exchange Commission.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General Information

The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, 2024 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 as part of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 24, 2025 (the “2024 Annual Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Annual Report.

On April 9, 2024 (the “Closing Date”), Golden Matrix Group, Inc. (the “Company”, “we” and “us”), consummated the transactions contemplated by that certain June 30, 2023, Amended and Restated Sale and Purchase Agreement of Share Capital (as amended and restated from time to time, the “Purchase Agreement”), between the Company and Aleksandar Milovanović, Zoran Milošević and Snežana Božović (collectively, the “Meridian Sellers”), the owners of the MeridianBet Group. On the Closing Date, the Company acquired 100% of MeridianBet Group (the “Meridian Purchase”), effective for all purposes as of April 1, 2024. The Meridian Purchase was accounted for as a reverse merger. As a result, all historical financial information presented in the unaudited consolidated financial statements in this report represents the accounts of MeridianBet Group as if MeridianBet Group is the predecessor to the Company. References to “Golden Matrix” refer to the Company prior to the Purchase which was effective as of April 1, 2024.

Statements made in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are subject to forward-looking statements and various risks and should be read in connection with the “Special Note Regarding Forward-Looking Statements”, above and “Risk Factors”, described below and incorporated by reference into this Report, as described below.

Our Business

We (i) operate online sports betting, online casino, and gaming operations in more than 15 jurisdictions across Europe, Africa and Central and South America, (ii) are 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) offer pay-to-enter prize competitions in the United Kingdom (UK) and lead trade promotions in Australia, providing members with free prizes.

Online Sports Betting, Online Casino, And Gaming Operations

We are a well-established brand and operator in the sports betting and gaming industry, spanning across over 15 markets in Europe, Central and South America, and Africa. We employ 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, online casino games, and virtual games. Of those 700 shops, approximately 250 are owned by our subsidiaries and approximately 450 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, our online casino revenue has grown significantly over the past several years.

Our proprietary technology enables the development of scalable systems capable of operating in multiple jurisdictions and currencies, all the while leveraging the same technical infrastructure for odds setting and risk management. Our technology platform ensures consistency in odds setting and risk management across all the markets that they operate in.

Additionally, our approach to our markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS (Short Message Service), SST (Simplified Service Text), and USSD (Unstructured Supplementary Service Data) applications (discussed in greater detail below) and technologies (as well as customary retail operations). This omni-channel approach seeks to ensure that consumers can access our offerings in different ways, but is also, in certain jurisdictions, essential to overcoming some of the technological challenges faced by consumers in those territories. This approach ensures our customers across diverse regions and connectivity levels can engage with our content and have the same level of user experience.

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A significant component of our revenue is derived from our comprehensive sports betting offerings, which cover over 800 different leagues, providing more than 11 million bets on over 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and our proprietary risk management platforms.

Our sports betting services cover a wide range of sports, events, and markets to cater to diverse player local preferences. They offer betting options for traditional sports such as soccer (football), basketball, tennis, table tennis, volleyball, handball, ice hockey, American football, baseball, rugby, cricket, horse racing, and more. Additionally, they provide opportunities for betting on emerging trends like e-football and e-sports. In addition to conventional sports, our portfolio extends to niche markets like futsal, floorball, snooker, badminton, beach volleyball, darts, water polo, golf, biathlon, cycling, boxing, martial arts, alpine skiing, skiing, Formula 1, motor sports, NASCAR, kabaddi, and even sports specials related to major competitions. Moreover, we offer betting on political events where regulatory conditions permit, and even allow customers to propose their own bets, provided they meet ethical and legal requirements and are measurable.

We offer a diverse and multifaceted portfolio of betting options that extends beyond traditional sports betting. We offer a portfolio of gaming products including casino games, slots, roulette, and other random number generator (RNG) games. We also own our own casino development studio, which has thus far produced 52 slot games, which are available online, where regulatory approval is granted, catering to customers on its proprietary casino platform. RNG games are games in which the outcome is determined by a random element generated by a computer algorithm. These games rely on chance rather than skill or strategy to determine the results.

Our casino offerings include a mix of in-house developed games from Expanse Studios and a selection of titles from renowned third-party casino providers. These providers include Games Global, BluOcean, Relax, Oryx, Playtech, iSoftbet, Leap, Evolution, Easit, Amusnet, Thunderkick, Spribe, Habanero, PG Soft, Greentube, EvoPlay, Wazdan, Pragmatic Play, Playson, Fazi, Endorphina, Spearhead, CT Interactive, Kiron, and Platipus. We have established revenue-sharing agreements with such providers to offer a wide variety of casino games, ensuring a diverse and engaging casino experience for our players via a vibrant and ever-expanding casino game library.

We have a dedicated iGaming section that covers eSports competitions and allows betting on gaming tournaments. This section caters to the growing interest in competitive gaming and includes popular titles such as CS:GO, Dota 2, Fortnite, LoL, Valorant, Rainbow Six, Crossfire, King of Glory, and more. This diverse range allows us to cater to the preferences of eSports enthusiasts.

We also provide extensive coverage of eSports events, encompassing major tournaments such as The International (Dota 2), League of Legends World Championship, and CS:GO Majors. Additionally, we align our coverage with significant European and international eSports tournaments according to the European competition calendar. This approach ensures that customers have access to a broad spectrum of eSports events, adhering to regulatory guidelines. We also utilize ethical advertising practices and partnerships with specialized gaming websites to connect with eSports enthusiasts effectively.

We offer in-play betting for eSports matches, enabling customers to place bets during the live progression of the games. This real-time betting feature enhances the eSports betting experience while ensuring that we comply with regulatory standards. To maintain the integrity of eSports betting and prevent unethical practices like match-fixing, we collaborate closely with international eSports federations. This partnership allows us to monitor eSports events and swiftly respond to any suspicious activities. In the event of any concerns, we proactively engage with national law enforcement authorities to uphold fair play and regulatory compliance.

With regard to competitive conditions, the betting industry continues to be highly competitive, with new entrants emerging frequently. However, we have maintained a robust competitive position, owing to our advanced technological infrastructure, diversified product portfolio, personalized customer experience, and prudent regulatory compliance. We are focused on maintaining and enhancing this competitive edge through continuous innovation, customer-centricity, and adaptability.

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A Provider of Enterprise Software-as-a-Service (“SaaS”) Solutions

We also develop and own online gaming intellectual property (IP) and build configurable and scalable, turn-key, and white-label gaming platforms for international customers, located primarily in the Asia Pacific region. We own a proprietary Internet gaming enterprise software system that provides for unique casino and live game operations on the platforms that include GM-X System (“GM-X”) and GM-Ag System, Turnkey Solution and White Label Solutions. These platforms are provided to Asia Pacific Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gaming (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”).

The GM-X and GM-Ag System turn-key solutions (including modular, configurable and scalable gaming platforms), are complete software packages for starting an online gaming business, incorporating all the tools and gaming content necessary to run an online Casino and/or Sportsbook and offer a full suite of tools and features for successfully operating and maintaining an online gaming website: from player registration to user management and content management.

The GM-X and GM-Ag Systems have been deployed primarily in the Asia Pacific and we are currently focused on expanding our deployment into Europe, U.S., South America, and Africa. The online gambling industry, in the U.S., is essentially regulated at the state level. The Company is in continued discussions with multiple specialist gaming attorneys in the U.S. and has plans to engage one of these gaming specialists to represent the Company in its applications for a gaming license in the U.S. in the future.

The GM-X and GM-Ag Systems provide platforms that facilitate our gaming customers’ operating online casinos, sportsbooks, lottery, and live games, as well as providing customers with seamless access to large portfolios of licensed gaming content, provided by established, licensed and accredited gaming content providers. We have distribution agreements with third party content providers to resell their game content. The game content includes games such as slots, table games (e.g., roulette, blackjack, and poker), sportsbooks and “live games.” A “live game” is when a live casino game is shown via a live streaming video link in real time from a casino table where live dealers deal cards from a licensed studio and allow players to place an online bet on the outcome of the card game. We have been granted distribution rights for the gaming content that we provide to our customers.

Our GM-X and GM-Ag Systems provide the core platforms for our online casino and sportsbook operators. The systems contain back-office tools necessary for the customer to run a successful online iGaming operation. These tools include player account registration and creation, sophisticated payment services and gateways, geolocation, marketing, loyalty management, real-time analytics, and comprehensive reporting. Our platform can be accessed through both desktop and mobile applications.

Our customers are primarily licensed online gaming operators. We also provide services and resell third party gaming content to licensed online gaming distributors. The majority of our customers hold gaming licenses in Asia, South America, and Europe.

A Provider of Pay To Enter Prize Competitions And Online Trade Promotions Platform

We engage in the competition operations in the United Kingdom via our subsidiary RKingsCompetitions Ltd., (“RKings”). We operate competitions to win prizes online such as cars, motorbikes, watches, technology, holidays, luxury gadgets and other items by offering pay to enter prize competitions throughout the UK which are not gambling or a lottery and RKings does not offer B2C online sports betting and/or online casino services. The prize competitions require entrants to demonstrate sufficient skill, knowledge, or judgment to have a chance of winning and participants are provided with a route to free entry to the prize competitions as required by UK law. We refer to these as “pay to enter prize competitions”.

As a purely online business, we have been focusing on enhancing the products and experience we offer to both new and existing players by improving the functionality and responsiveness of the RKingsCompetitions.com website, enhancing the prize values, and reducing the ticket prices.

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In addition, through GMG Assets Limited, we provide the winners of RKings’ prizes with the option of accepting the cash value of the prize. In doing so, GMG Assets purchases the prize from the winner for cash and sells the prize to wholesalers at a margin.

On August 21, 2024 (effective August 1, 2024), we acquired 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.

Cash Requirements, Liquidity and Capital Resources

We had $22,136,319 cash on hand and a working capital deficit of $24,599,062 as of June 30, 2025. We believe our cash on hand is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months. We will continue to evaluate our long-term operating performance and cash needs and we believe we are well positioned to continue to fund the long-term operations of our business. We may raise additional equity and debt funding in the future, including up to $18.76 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, as discussed in greater detail below under “Equity Distribution Agreement” as of the date of this Report.

Our material cash requirements include the following contractual obligations:

Debt:

The Company currently has the following outstanding debts:

	1.	Unicredit Bank Facility;
	2.	Hipotekarna Bank Facility; and
	3.	Igor Salindrija Facility.

See “NOTE 15 – LONG TERM LIABILITIES” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on these debts.

Consideration payable to the former owners of MeridianBet Group:

As discussed in greater detail in “NOTE 22 - MERIDIANBET GROUP PURCHASE AGREEMENT”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, the Company incurred the following payment obligations in connection with the Meridian Purchase:

Consideration payable to the former owners of MeridianBet Group	Cash Consideration Due		Cash Consideration Paid		Paid In Golden Matrix Shares		Cash Consideration Balance as of June 30, 2025
Closing Cash Consideration	$	12,000,000	$	12,000,000	$	-	$	-
Deferred Cash Consideration		18,000,000		11,498,409		6,501,591		-
Contingent Post-Closing Cash Consideration due 5 days after the six-month anniversary of the Closing		5,000,000		1,684,642		3,290,358		25,000
12 Month Non-Contingent Post-Closing Cash Consideration		10,000,000		179,540		9,570,460		250,000
18 Month Non-Contingent Post-Closing Cash Consideration		10,000,000		100,700		-		9,899,300
Promissory Note Consideration		15,000,000		-		-		15,000,000
Total	$	70,000,000	$	25,463,291	$	19,362,409	$	25,174,300

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Contingent obligation:

The Company had a possible holdback payment of approximately $645,500 (GBP 500,000) as part of the consideration for the acquisition of RKings. The holdback is contested by the Company and currently subject to ongoing claims.

Liquidity and capital resources

Description	As of June 30, 2025			As of December 31, 2024
Cash and cash equivalents	$	22,136,319		$	30,125,944
Working capital (deficit)	$	(24,599,062	)	$	(18,484,062	)
Shareholders’ equity	$	124,982,523		$	108,950,580

The Company had $22,136,319 of cash on hand at June 30, 2025 and total assets of $210,274,502 ($38,967,045 of which were current assets) and a working capital deficit of $24,599,062 as of June 30, 2025. The working capital deficit was mainly due to $11,178,710 of current portion of long-term loans included in current liabilities, as well as $25,174,300 of consideration payable to the Meridian Sellers. Included in total assets at June 30, 2025 was $71,262,351 of goodwill and $57,758,135 in net intangible assets, as discussed in greater detail above under “NOTE 8 – INTANGIBLE ASSETS– SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

The Company had $30,125,944 of cash on hand at December 31, 2024, and total assets of $213,717,593 ($45,066,481 of which were current assets) and a working capital deficit of $18,484,062 as of December 31, 2024. The working capital deficit was mainly due to $17,291,241 of current portion of long-term loans included in current liabilities as well as $22,520,460 of current consideration payable to the Meridian Sellers. Included in total assets at December 31, 2024 was $71,249,119 of goodwill and $56,393,457 in net intangible assets, as discussed in greater detail above under “NOTE 8 – INTANGIBLE ASSETS– SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

The decrease in cash of $7,989,625 between December 31, 2024 and June 30, 2025, was mainly due to the repayment of debt.

Our financial focus is on long-term, sustainable growth in revenue with the goal of marginal increases in expenses. We believe that our operations are highly scalable, and we plan to continuously add new products to our offerings with the anticipation that they will provide successful revenue growth.

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In the future, we may be required to seek additional capital, including to pay amounts due pursuant to the terms of the MeridianBet Group Purchase Agreement, and to repay outstanding debt as discussed above, by selling additional debt or equity securities, which may include up to $18.76 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings (as discussed below), or may otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to scale down our operations, which could cause our securities to decline in value.

On April 28, 2025, the Company voluntarily prepaid in full, the then $7,200,000 remaining balance of the Secured Convertible Note.

Cash flows

	Six Months Ended June 30,
	2025			2024
Cash provided by operating activities	$	10,117,167		$	2,553,394
Cash used in investing activities	$	(11,903,508	)	$	(11,186,276	)
Cash provided by (used in) financing activities	$	(14,301,175	)	$	23,166,197

Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the six months ended June 30, 2025, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment and non-cash interest expense related to debt discount amortization.

The Company generated cash from operating activities of $10,117,167 during the six months ended June 30, 2025, due primarily to a $4,530,082 increase in accounts payable and accrued liabilities, $2,456,639 of stock-based compensation, $1,950,094 of non-cash interest expense related to debt discount amortization, $4,618,020 of amortization expenses relating to intangible assets, and $2,780,271 of depreciation expenses, which was mainly offset by a $3,990,108 net loss, an $804,244 increase in taxes payable, and a $1,190,337 increase in accounts receivable.

The Company generated cash from operating activities of $2,553,394 during the six months ended June 30, 2024, due primarily to $3,964,648 of net income, $1,638,052 of stock-based compensation, $2,355,366 of amortization expenses, and $2,028,263 of depreciation expenses, which was offset by a $2,395,597 decrease in accounts payable, a $3,739,539 decrease in taxes payable, and a $1,017,633 increase in prepaid expenses.

During the six months ended June 30, 2025, cash used in investing activities was $11,903,508, which was primarily due to $1,610,343 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $715,650 of consideration paid to acquire subsidiaries, $5,976,880 spent on intangible assets, and $3,574,317 spent on property, plant and equipment.

During the six months ended June 30, 2024, cash used in investing activities was $11,186,276, which was primarily due to $23,000,000 consideration paid to the former owners of MeridianBet Group in connection with the Purchase, $4,025,569 spent on intangible assets, and the $1,523,493 spent on property, plant and equipment, and partially offset by $17,355,360 in cash assumed from investment in Golden Matrix.

During the six months ended June 30, 2025, cash used in financing activities totaled $14,301,175. This was primarily driven by debt repayments of $15,060,133 and lease repayments of $1,093,927, partially offset by $1,172,000 in loan proceeds, attributable to short-term credit line agreement in the amount of EUR 1,000,000 (approximately $1,173,560) from UniCredit Bank, and $632,813 in net proceeds after commissions, from the sale of common stock under the Distribution Agreement as part of at-the-market sales.

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During the six months ended June 30, 2024, cash provided by financing activities was $23,166,197, which was primarily due to proceeds from loans of $25,451,100, attributable to the Unicredit Bank facility, Hipotekarna Bank facility and the Igor Salindrija borrowing, which was offset by repayment of lease of $1,266,056.

The Company experienced a net decrease in cash of $7,989,625 for the six months ended June 30, 2025, primarily due to repayments of loans and borrowings as noted above. This was partially offset by an $8,097,891 increase in cash resulting from exchange rate fluctuations, driven by the depreciation of the U.S. Dollar against other currencies, including the Euro (EUR), Serbian Dinar (RSD), Peruvian Sol (PEN), Tanzanian Shilling (TZS), and Brazilian Real (BRL).

Equity Distribution Agreement

On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.

During the six months ended June 30, 2025, we sold an aggregate of 374,919 shares of our common stock under the ATM Program for net proceeds of approximately $662,600, after deducting commissions. Of this amount, $29,787 was received in July 2025. Since June 30, 2025 and through the date of this Report, we have sold an aggregate of 320,934 shares of our common stock under the ATM Program for net proceeds of approximately $535,560, after deducting commissions.

As of the date of this Report, we are eligible to sell up to an additional $18.76 million under the Distribution Agreement, subject to the terms thereof and subject to the limitations of Form S-3, which prohibit us, for so long as our non-affiliate market capitalization remains below $75 million, from selling securities valued at more than one-third of our non-affiliate float every 12 months.

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Adjusted EBITDA – Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization

In addition to our results calculated under generally accepted accounting principles in the United States (“GAAP”), we also present EBITDA and Adjusted EBITDA below. EBITDA and Adjusted EBITDA are “non-GAAP financial measures” presented as a supplemental measure of the Company’s performance. They are not presented in accordance with GAAP. The Company uses EBITDA and Adjusted EBITDA as a metric of profits and successful operations management. In particular, we use Adjusted EBITDA as a milestone for the purposes of certain incentive compensation programs applicable to some of our officers and directors, in order to evaluate our company’s performance and determine whether certain restricted stock units vest as of the end of December 31, 2025. EBITDA means net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA before stock-based compensation, and restructuring costs which include charges or expenses attributable to acquisition related costs. EBITDA and Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for net income or loss calculated in accordance with GAAP.

EBITDA and Adjusted EBITDA are presented because we believe they provide additional useful information to investors due to the various noncash items during the period. EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. EBITDA and Adjusted EBITDA are unaudited, and have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future or contractual commitments; EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, capital expenditures or working capital needs; EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. In addition, other companies in this industry may calculate EBITDA and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of such non-GAAP measures to the most comparable GAAP measure, below. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view non-GAAP measures in conjunction with the most directly comparable GAAP financial measure.

Reconciliation of EBITDA and Adjusted EBITDA to Net income (loss):

	Three Months Period Ended						Six Months Period Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net income (loss)	$	(3,731,891	)	$	15,626		$	(3,990,108	)	$	3,964,648
+ Interest expense		1,481,669			32,484			2,953,029			36,855
- Interest income		(16,884	)		(69,666	)		(60,820	)		(104,548	)
+ Taxes		490,377			524,969			154,324			806,666
+ Depreciation		1,344,024			826,664			2,780,271			2,028,263
+ Amortization		2,465,380			1,913,047			4,618,020			2,355,366
EBITDA	$	2,032,675		$	3,243,124		$	6,454,716		$	9,087,250
+ Stock-based compensation		1,416,314			1,638,052			2,456,639			1,638,052
+ Restructuring costs		-			546,986			149,934			593,349
Adjusted EBITDA	$	3,448,989		$	5,428,162		$	9,061,289		$	11,318,651

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Results of Operations

Three months ended June 30, 2025, compared to the three months ended June 30, 2024.

The following table summarizes the consolidated results of operations for the interim periods indicated, and the changes between the periods. Effective on April 1, 2024, the Company acquired 100% of the MeridianBet Group (the “Meridian Purchase”), which was accounted for as a reverse merger. As a result, the historical financial information below represents the accounts of MeridianBet Group. Golden Matrix’s operations before the Meridian Purchase were excluded prior to April 1, 2024, the effective closing date of the Purchase.

	Three Months Ended June 30,
	2025			2024			$Change			%Change
Revenue	$	43,245,368		$	39,415,242		$	3,830,126			10	%
Cost of goods sold (COGS)		18,868,349			17,729,700			1,138,649			6	%
Gross profit		24,377,019			21,685,542			2,691,477			12	%
General and administrative expenses		26,681,869			21,560,430			5,121,439			24	%
Income (loss) from operations		(2,304,850	)		125,112			(2,429,962	)		-1,942	%
Interest expense		1,481,669			32,484			1,449,185			4,461	%
Interest earned		16,884			69,666			(52,782	)		-76	%
Foreign exchange gain/(loss)		(63,455	)		(131,458	)		68,003			-52	%
Other income		591,576			509,759			81,817			16	%
Provision for income taxes		490,377			524,969			(34,592	)		-7	%
Net income (loss)		(3,731,891	)		15,626			(3,747,517	)		-23,983	%
Net income (loss) attributable to noncontrolling interest		(147,546	)		(49,299	)		(98,247	)		199	%
Net income (loss) attributable to GMGI		(3,584,345	)	$	64,925			(3,649,270	)		-5,621	%

Revenue. Revenue increased by $3,830,126, or 10%, to $43,245,368 for the three months ended June 30, 2025, from $39,415,242 for the three months ended June 30, 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.

	For the three months ended
Revenue by product	June 30, 2025		June 30, 2024		$Change			%Change
Online casino	$	12,723,710	$	9,833,025	$	2,890,685			29	%
Online sports betting	$	9,870,514	$	8,985,332	$	885,182			10	%
Retail sports betting and retail casino	$	5,806,601	$	5,656,849	$	149,752			3	%
GMAG segment	$	3,630,068	$	4,595,897	$	(965,829	)		-21	%
RKings	$	8,376,630	$	9,656,962	$	(1,280,332	)		-13	%
Classics for a Cause	$	2,029,926		-	$	2,029,926			-

Revenues from online casino increased by $2,890,685, or 29%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of nine new providers: 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso and Felix Gaming, the launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 10 most popular game in the second quarter of 2025; revenues from online sports betting which increased by $885,182, or 10%, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout – settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, and an increase in live streams, especially for tennis; revenues from retail sports betting and retail casino increased by $149,751, or 3%, mainly due to the increase in the offer of the 60 brand new latest-generation IMPERA brand slot machines and the impact of betting shop promotions, especially during the period of historically reduced sports activity (i.e., June); revenues from the GMAG segment decreased by $965,829, or 21%, primarily due to reduced usage by several key customers, driven by increased market competition, and the Company focusing on expanding the range of products offered through the GMAG system and enhancing product margins; revenues from RKings decreased by $1,280,332, or 13%, mainly due to cost-cutting changes in marketing strategy during 2025 Q2; and revenues from Classics for a Cause were $2,029,926, reflecting the contribution from the business following its acquisition, which became effective on August 1, 2024. Additionally, gross profit after marketing expenses improved by $291,458 in 2025 Q2 compared to 2025 Q1. The Company has since implemented a new marketing system and hired a specialist to boost efficiency and support future growth.

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COGS. Costs of goods (COGS) sold increased by $1,138,649, or 6%, to $18,868,349 for the three months ended June 30, 2025, from $17,729,700 for the three months ended June 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $1,886,152 in total, or 28%, to $8,708,402 for the three months ended June 30, 2025, from $6,822,250 for the three months ended June 30, 2024, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting; COGS from the GMAG segment decreased by $768,653, or 23%, to $2,543,947, down from $3,312,600 in the prior-year period, mainly due to reduced usage by several key customers; COGS from RKings declined by $700,259, or 9%, to $6,894,591, compared to $7,594,850 for the three months ended June 30, 2024, primarily due to the decreased number of competitions; and COGS from the recently acquired Classics for a Cause business totaled $721,409 for the quarter—there were no comparable costs in the same period last year, as the acquisition became effective on August 1, 2024.

Gross profit. Gross profit increased by $2,691,477, or 12%, to $24,377,019 for the three months ended June 30, 2025, from $21,685,542 for the three months ended June 30, 2024. Gross profit from online casinos increased by $1,852,126 or 26%; gross profit from online sports betting increased by $243,393, or 4%, and gross profit from retail sports betting and retail casino decreased by $7,136, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase in gross profit was mainly due to the increase in the revenues as discussed above. Gross profit for the three months ended June 30, 2025, from GMAG decreased by $197,176, or 15%, and gross profit from RKings decreased by $580,073, or 28%, due to the decrease in revenues as discussed above. Gross profit from Classics for a Cause was $1,308,517.

General and administrative expenses (G&A). General and administrative expenses increased by $5,121,439, or 24%, to $26,681,869 for the three months ended June 30, 2025, from $21,560,430 for the three months ended June 30, 2024. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities.

Stock-based compensation (within G&A) for the three months ended June 30, 2025, was $1,327,711, compared to $1,558,296 for the three months ended June 30, 2024, a $230,585 decrease from the prior period, which was due mainly to the reduced number of RSUs granted during the period.

Amortization expenses for the three months ended June 30, 2025, were $2,465,380, compared to $1,913,047 for the three months ended June 30, 2024, a $552,333, or 29% increase from the prior period, which was due mainly to the capitalization of a significant portion of software that had been in development during the current period.

Salaries and wages for the three months ended June 30, 2025, were $6,841,937, compared to $5,253,249 for the three months ended June 30, 2024, a $1,588,688 or 30% increase from the prior period, which was due to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period.

Professional fees for the three months ended June 30, 2025, were $1,155,410, compared to $1,238,223 for the three months ended June 30, 2024, an $82,813 or 7% decrease from the prior period. The higher professional fees in the prior year were mainly due to the acquisition with Golden Matrix.

Marketing expenses for the three months ended June 30, 2025, were $6,705,582, compared to $4,458,004 for the three months ended June 30, 2024, a $2,247,577 or 50% increase from the prior period. The increase in marketing fees was primarily driven by increased budgets across all advertising channels (Google, Meta, etc.), as well as new sponsorship agreements with BLS – the Basketball League of Serbia, new collaborations with influencers (TikTok creators), and the deployment of promotional teams across the countries in which the Company operates. Additionally, marketing expenses for Q2 2025 included $523,182 related to the recently acquired Classics for a Cause business, which costs were not incurred in the prior-year period.

Rents and utilities for the three months ended June 30, 2025, were $1,766,242, compared to $1,749,529 for the three months ended June 30, 2024, a $16,713 or 1% increase from the prior period.

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Interest expense. Interest expense increased by $1,449,185, or 4,461%, to $1,481,669 for the three months ended June 30, 2025, from $32,484 for the three months ended June 30, 2024. The significant increase was primarily driven by the amortization of debt discounts related to the issuance of the October 2024 Secured Convertible Note and the Unicredit Bank Facility, as well as accrued interest on borrowings from commercial banks.

Interest earned. Interest earned decreased by $52,782, or 76%, to $16,884 for the three months ended June 30, 2025, from $69,666 for the three months ended June 30, 2024. The decrease was due to the decrease in the term deposits with our banks.

Foreign exchange gain. The foreign exchange loss decreased by $68,003, to $63,455 for the three months ended June 30, 2025, from a loss of $131,458 for the three months ended June 30, 2024. This decrease was primarily driven by favorable fluctuations in the EUR/RSD/USD exchange rate, which positively impacted the revaluation of the Company’s monetary assets and liabilities denominated in euros and dinars. The appreciation of the euro and dinars against the U.S. dollar during the reporting period resulted in higher unrealized foreign exchange gains.

Other Income. Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company's core activity. For the three months ended June 30, 2025, and 2024, other income amounted to $591,576 and $509,759, respectively. The increase of $81,817 is attributable to other operating income from the franchise partners such as marketing services, customer support services, staff training services, etc.

Provision for income taxes. Our effective tax rate was (16.3)% and 97.1% for the three months ended June 30, 2025 and June 30, 2024, and (4.0)% and 16.9% for the six months ended June 30, 2025 and June 30, 2024, respectively. The decrease in the effective income tax rate for the three and six months ended June 30, 2025 compared to the same periods in 2024 is primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.

Net income (loss) attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the three months ended June 30, 2025, and 2024, net loss attributable to noncontrolling interest amounted to $147,546 and $49,299, respectively. The increase was primarily driven by a higher net loss attributable to the noncontrolling interest in the acquired entities.

Net income (loss) attributable to GMGI. Net loss attributable to GMGI increased by $3,649,270, or 5,621%, to a net loss of $3,584,345 for the three months ended June 30, 2025, compared to net income of $64,925 for the three months ended June 30, 2024. The increase in net loss was mainly due to an increase in the general and administrative expenses, and interest expenses, each as discussed above.

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Six months ended June 30, 2025, compared to the six months ended June 30, 2024.

The following table summarizes the consolidated results of operations for the interim periods indicated, and the changes between the periods. Effective on April 1, 2024, the Company acquired 100% of the MeridianBet Group, which was accounted for as a reverse merger. As a result, the historical financial information below represents the accounts of MeridianBet Group. Golden Matrix’s operations before the Purchase were excluded prior to April 1, 2024, the effective closing date of the Purchase.

	Six Months Ended June 30,
	2025			2024			$Change			%Change
Revenue	$	85,968,421		$	64,265,829			21,702,592			34	%
Cost of goods sold (COGS)		37,395,441			24,888,357			12,507,084			50	%
Gross profit		48,572,980			39,377,472			9,195,508			23	%
General and administrative expenses		50,983,847			35,558,239			15,425,608			43	%
Income (loss) from operations		(2,410,867	)		3,819,233			(6,230,100	)		-163	%
Interest expense		2,953,029			36,855			2,916,174		7913%
Interest earned		60,820			104,548			(43,728	)		-42	%
Foreign exchange gain/(loss)		370,213			(118,521	)		488,734			412	%
Other income		1,097,079			1,002,909			94,170			9	%
Provision for income taxes		154,324			806,666			(652,342	)		-81	%
Net income (loss)		(3,990,108	)		3,964,648			(7,954,756	)		-201	%
Net income (loss) attributable to noncontrolling interest		(174,155	)		(91,011	)		(83,144	)		91	%
Net income (loss) attributable to GMGI		(3,815,953	)		4,055,659			(7,871,612	)		-194	%

Revenue. Revenue increased by $21,702,592, or 34%, to $85,968,421 for the six months ended June 30, 2025, compared to $64,265,829 for the same period in 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.

	For the six months ended
Revenue by product	June 30, 2025		June 30, 2024		$Change		%Change
Online casino	$	24,119,139	$	19,620,329	$	4,498,810		23	%
Online sports betting	$	19,721,849	$	17,898,195	$	1,823,654		10	%
Retail sports betting and retail casino	$	11,482,653	$	11,087,908	$	394,745		4	%
GMAG segment	$	7,471,339	$	4,595,897	$	2,875,442		63	%
RKings	$	17,227,980	$	9,656,962	$	7,571,018		78	%
Classics for a Cause	$	4,334,642		-	$	4,334,642		-

Revenues from online casino increased by $4,498,809, or 23%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of eleven new providers: Skywind, Quickfire, 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso and Felix Gaming, the launching of the new games: "Candy’s Bonanza" & "Gates of Olympia" from the Company’s studio Expanse, which became part of the top 10 most popular games in the first six months of 2025; revenues from online sports betting which increased by $1,823,654, or 10%, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout – settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, and an increase in live streams, especially for tennis; revenues from retail sports betting and retail casino which increased by $394,745, or 4%, mainly due to the increase in the offer of the 60 brand new latest-generation IMPERA brand slot machines and the impact of betting shop promotions, especially during the period of traditionally reduced sports activity (in June); and increased revenues from the GMAG segment, RKings, and Classics for a Cause compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and as a result, revenues generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

COGS. Costs of goods sold increased by $12,507,084, or 50%, to $37,395,441 for the six months ended June 30, 2025, from $24,888,357 for the six months ended June 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $2,593,538 in total, or 19%, to $16,574,445 for the six months ended June 30, 2025, from $13,980,907 for the six months ended June 30, 2024, mainly due to the increase in the variable amounts of gaming tax and software fee costs in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting. COGS from the GMAG segment, RKings, and Classics for a Cause increased by $9,913,546, or 91%, compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and because, as a result, COGS generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

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Gross profit. Gross profit increased by $9,195,508, or 23%, to $48,572,980 for the six months ended June 30, 2025, from $39,377,472 for the six months ended June 30, 2024. Gross profit from online casino increased by $3,048,628 or 22% and gross profit from online sports betting increased by $952,288, or 7%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in the gross profit was mainly due to the increase in the revenues as discussed above. Gross profit from the GMAG segment, RKings, and Classics for a Cause increased by $4,867,556, or 145%, compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and because, as a result, gross profits generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

General and administrative expenses. The general and administrative expenses increased by $15,425,608, or 43%, to $50,983,847 for the six months ended June 30, 2025, from $35,558,239 for the six months ended June 30, 2024. The general and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities.

Stock-based compensation (within G&A) for the six months ended June 30, 2025, was $2,368,036, compared to $1,558,296 for the six months ended June 30, 2024, an $809,740 increase from the prior period, which was due mainly to the RSUs granted to employees and directors of the Company in the current period, as well as shares issued for services during the period.

Amortization expenses for the six months ended June 30, 2025, were $4,618,020, compared to $2,355,366 for the six months ended June 30, 2024, a $2,262,654, or 96% increase from the prior period, which was due mainly to the amortization of new intangible assets recognized as a result of the acquisition of Golden Matrix and Classics Holdings.

Salaries and wages for the six months ended June 30, 2025, were $13,132,804, compared to $9,581,773 for the six months ended June 30, 2024, a $3,551,031 or 37% increase from the prior period, which was due partially to a $1,538,091 increase in salaries to employees of Golden Matrix after the acquisition of Golden Matrix. Salaries paid to employees of MeridianBet Group increased by $2,012,940, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets

Professional fees for the six months ended June 30, 2025, were $2,075,650, compared to $1,586,112 for the six months ended June 30, 2024, a $489,538 or 31% increase from the prior period. The increase was primarily due to the fact that professional fees incurred from January to March 2024 of Golden Matrix were not included in the prior-year comparative period, as the acquisition of Golden Matrix became effective on April 1, 2024.

Marketing expenses for the six months ended June 30, 2025, were $12,751,378, compared to $7,519,938 for the six months ended June 30, 2024, a $5,231,440 or 70% increase from the prior period, which was mainly due to increased advertising budgets across all Ads channels (Google, Meta, etc.), as well as new sponsorship agreements with: FNC – Fight Nation Championship, BLS – the Basketball League of Serbia, the football club AEL from Cyprus, the women’s basketball club Red Star, the basketball club Vršac, new collaborations with influencers (TikTok creators), and the deployment of promotional teams across the countries. Additionally, marketing expenses incurred from January to March 2024 of Golden Matrix were not included in the prior-year comparative period, as the acquisition of Golden Matrix became effective on April 1, 2024.

Rents and utilities for the six months ended June 30, 2025, were $3,509,304, compared to $3,381,521 for the six months ended June 30, 2024, a $127,783 or 4% increase from the prior period.

Interest expense. Interest expense increased by $2,916,174, or 7,913%, to $2,953,029 for the six months ended June 30, 2025, from $36,855 for the six months ended June 30, 2024. The significant increase was primarily driven by the amortization of debt discounts related to the issuance of the Secured Convertible Note and the Unicredit Bank Facility, as well as accrued interest on borrowings from commercial banks.

Interest earned. Interest earned decreased by $43,728, or 42%, to $60,820 for the six months ended June 30, 2025, from $104,548 for the six months ended June 30, 2024. The decrease was due to the decrease in the term deposits with our banks.

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Foreign exchange loss. Foreign exchange results improved by $488,734, resulting in a gain of $370,213 for the six months ended June 30, 2025, compared to a loss of $118,521 for the same period in 2024. The improvement was primarily driven by favorable fluctuations in the EUR/RSD/USD exchange rate, which positively impacted the revaluation of the Company’s monetary assets and liabilities denominated in euros and dinars. The appreciation of the euro and dinars against the U.S. dollar during the reporting period resulted in higher unrealized foreign exchange gains.

Other Income. Other income is related to income from marketing services for third-party advertising in Meridian 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 six months ended June 30, 2025, and 2024, other income amounted to $1,097,079 and $1,002,909, respectively. The increase of $94,170 for the six months ended June 30, 2025, versus the six months ended June 30, 2024, is attributable to other operating income from franchise partners such as marketing services, customer support services, and staff training services.

Net income (loss) attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30%; (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%; and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the six months ended June 30, 2025, and 2024, net loss attributable to noncontrolling interest amounted to $174,155 and $91,011, respectively. The increase in net loss was primarily driven by a higher net loss attributable to the noncontrolling interest in the acquired entity.

Net income (loss) attributable to GMGI. Net loss attributable to GMGI increased by $7,871,612, or -194%, to a net loss of $3,815,953 for the six months ended June 30, 2025, from net income of $4,055,659 for the six months ended June 30, 2024. The decrease was mainly due to an increase in the general and administrative expenses, and interest expenses, each as discussed above.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, goodwill and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 24, 2025, are those that depend most heavily on these judgments and estimates. As of June 30, 2025, there had been no material changes to any of the critical accounting policies contained therein. “NOTE 2 - SUMMARY OF ACCOUNTING POLICIES,” of the notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 24, 2025, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. The critical accounting estimates include transactions, assets, liabilities and obligations that are stated in foreign local currency and their conversion to US currency. Resulting loss on currency conversions related to assets and liabilities is recognized in shareholders’ equity in accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets and realized foreign currency translation adjustments are recognized in other income in the consolidated statements of operations and comprehensive income.

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Item 3. Quantitative And Qualitative Disclosures About Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Disclosure controls and procedures

The Company’s Chief Executive Officer (the principal executive officer) and Chief Financial Officer (principal financial/accounting officer) have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Based upon such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Commission pursuant to the Exchange Act, is recorded properly, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding, except as discussed under “NOTE 21 – COMMITMENTS AND CONTINGENCES”, under the heading Legal Matters, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, which are incorporated by reference into this “Item 1. Legal Proceedings”. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows; however, 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.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2024, filed with the Commission on March 24, 2025 (the “Form 10-K”), under the heading “Risk Factors”, except as discussed below, and investors should review the risks provided in the Form 10-K, and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, under “Risk Factors” and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

The risk factors below which we have marked with an asterisk (*)reflect substantive changes from, or additions to, the risks described in our 2024 Annual Report.

We may require additional financing, and we may not be able to raise funds on favorable terms, or at all.*

We had $22,136,319 cash on hand and a working capital deficit of $24,599,062 as of June 30, 2025. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we do not anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months, but may require additional funding in the future to support our operations and/or may seek to raise additional funding in the future to expand or complete acquisitions. We also anticipate needing to raise funding to repay the $18.0 million owed under the Facility Agreement (as discussed in greater detail above under “NOTE 15. LONG TERM LIABILITIES—Unicredit Bank Facility” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, as of June 30, 2025, and to pay certain post-closing amounts due in connection with the acquisition of the MeridianBet Group.

The most likely source of future funds presently available to us will be through the sale of equity capital, including potentially through sales under the Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Any sale of share capital will result in dilution to existing shareholders. Furthermore, we may incur debt in the future and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.

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

	●	additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current shareholders;
	●	loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors;
	●	the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain debt financing on favorable terms, if at all; and
	●	if we fail to obtain required additional financing to grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition.

The Company will likely need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement, the terms of which may not be favorable, may necessitate the payment of interest which otherwise would not need to be paid, and may cause dilution.*

The consideration payable to the Meridian Sellers includes cash and stock which will come due in the future. The unpaid portion of the purchase price currently includes: (i) $10,174,300 in cash, which is due on or before October 9, 2025; and (ii) promissory notes in the amount of $15,000,000, due on or before (April 9, 2026).

The Company will likely need to raise funds in the future to pay such amounts (or certain portions thereof) to the Meridian Sellers. Debt funding may not be available on favorable terms, if at all. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our then issued and outstanding equity or debt, and our existing shareholders may experience dilution. If we are unable to obtain additional capital when required, or on satisfactory terms, we may be in breach of the Meridian Purchase Agreement, and the Meridian Sellers may seek damages from us as a result of such breach.

Additionally, the payment of interest on any debt funding, or dividends on any equity funding, may be material, and may decrease the funds available for operations. Furthermore, covenants in any debt or equity funding, may make it harder or more expensive for us to raise funding in the future.

We may choose not to sell any shares of common stock under our Distribution Agreement.*

On November 22, 2024, we entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”). Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20.0 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.

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We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future.*

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks, our common stock has traded as high as $3.06 per share and as low as $1.33 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock.

Some of the factors that could negatively affect or result in fluctuations in the market price of our common stock include:

	●	actual or anticipated variations in our quarterly operating results;
	●	changes in market valuations of similar companies;
	●	adverse market reaction to the level of our indebtedness (if any);
	●	additions or departures of key personnel;
	●	actions by shareholders;
	●	speculation in the press or investment community;
	●	general market, economic, and political conditions, including an economic slowdown or dislocation in the global credit markets, tariffs, trade wars, changes in interest rates and/or inflation and/or global conflicts;
	●	our operating performance and the performance of other similar companies;
	●	changes in accounting principles; and
	●	passage of legislation or other regulatory developments that adversely affect us or the gaming industry.

Our common stock is listed on the Nasdaq Capital Market under the symbol “GMGI.” Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our common stock. You should exercise caution before making an investment in us.

Additionally, as a result of the illiquidity of our common stock, investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. Such illiquidity could have an adverse effect on the market price of our common stock. In addition, a shareholder may not be able to borrow funds using our common stock as collateral because lenders may be unwilling to accept the pledge of securities having such a limited market. An active trading market for our common stock may not develop or, if one develops, may not be sustained.

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In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Future sales of shares by existing stockholders could cause our stock price to decline.*

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock.

As of the date of this Report, we had 380,000 shares of common stock issuable upon the exercise of outstanding options to purchase shares of common stock at a weighted-average exercise price of $2.23 per share; 750,000 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock at an exercise price of $4.00 per share; and 1,972,836 shares of common stock issuable upon the vesting of Restricted Stock Unit equity awards that were granted under our equity incentive plans.

The exercise of such outstanding options or warrants or the conversion of outstanding convertible securities will result in further dilution of your investment. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impact on the market price of our common stock, even if there is no relationship between such sales and the performance of our business.

The issuance of common stock upon exercise of warrants will cause immediate and substantial dilution to existing shareholders.*

The Lind Warrant entitles the holder to purchase up to 750,000 shares of common stock of the Company until July 1, 2029, at an exercise price of $4.00 per warrant share, subject to customary adjustments, and a 4.99% beneficial ownership limitation. In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than exempted securities, at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $2.25. The Lind Warrant also provides for cashless exercise to the extent that the warrant shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the VWAP of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares of common stock issuable upon exercise thereof are not then covered by an effective registration statement.

The issuance of common stock upon exercise of the Lind Warrants will result in immediate and substantial dilution to the interests of other stockholders since the holder of the Lind Warrants may ultimately receive and sell the full amount of shares issuable in connection with the exercise of the Lind Warrants. Although the Lind Warrant may not be exercised by the holder thereof if such conversion would cause such holder to own more than 4.99% of our outstanding common stock (which may be increased to 9.99% as set forth in the Lind Warrant), these restrictions do not prevent such holder from exercising some of their holdings, selling those shares, and then exercising the rest of their holdings, while still staying below the 4.99% limit. In this way, the holder could sell more than these limits while never actually holding more shares than the limits allow. If the holder of the Lind Warrant chooses to do this, it will cause substantial dilution to the then holders of our common stock.

The availability of shares of common stock upon exercise of the Lind Warrants for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock upon the exercise of Lind Warrants, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock upon the exercise of the Lind Warrants, or the perception that such sales could occur, may cause the market price of our common stock to decline.

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In addition, the common stock issuable upon the exercise of the Lind Warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by the holder of the Lind Warrants, then the value of our common stock will likely decrease.

We are required to file a registration statement to permit the public resale of the shares of common stock that may be issued upon the exercise of the Lind Warrants, which was declared effective on September 20, 2024. The influx of those shares into the public market could potentially have a negative effect on the trading price of our common stock.

* * * * * *

Separately, the risk factors from the Form 10-K entitled “Our Secured Convertible Note with the Investor is secured by a Security Agreement over substantially all of our assets and a pledge of the securities of certain of our subsidiaries.”; “We are required to make amortization payments of the amounts owed under the Secured Convertible Note upon the occurrence of certain events and we may not have sufficient cash to make such payments, if required.” and “We are subject to various restrictions while the Secured Convertible Note remains outstanding which may have an adverse effect on our ability to raise capital and undertake certain transactions.”, are no longer material risks to the Company, as the Company voluntarily repaid in full the Secured Convertible Note on April 28, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

There have been no sales of unregistered securities during the quarter ended June 30, 2025, and from the period from July 1, 2025 to the filing date of this Report, which have not previously been disclosed in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, except as follows:

Recent sales of unregistered securities during the quarter ended June 30, 2025.

On April 2, 2025, 10,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in March 2025.

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

On April 30, 2025, 20,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company.

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On May 1, 2025, 10,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in April 2025.

On May 5, 2025, 20,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in April 2025.

On June 30, 2025, 45,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in June 2025.

Recent sales of unregistered securities subsequent to our fiscal quarter ended June 30, 2025.

On July 31, 2025, 45,000 shares of restricted common stock were issued to a consultant in consideration for business advisory and consulting services rendered to the Company in July 2025.

* * * * * *

We claim an exemption from registration for the issuance of the shares of common stock described above pursuant to Section 4(a)(2), Rule 506(b) and/or Regulation S of the Securities Act since the shares of common stock were issued to an “accredited investor”, a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing or a person who had access to similar information which would be available in a registration statement filed pursuant to the Securities Act. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Purchases of equity securities by the issuer and affiliated purchasers

The following table sets forth share repurchase activity for the respective periods:

					Total Number		Approximate
					of Shares		Dollar Value of
					Purchased as		Shares that
					Part of		May Yet Be
					Publicly		Purchased
	Total Number		Average		Announced		Under the
	of Shares		Price Paid Per		Plans or		Plans or
Period	Purchased		Share		Programs⁽¹⁾		Programs⁽¹⁾
April 1 –April 31, 2025		—	$	—		—	$	4,998,329
May 1 – May 31, 2025		—	$	—		—	$	4,998,329
June 1 - June 30, 2025		—	$	—		—	$	4,998,329
Total		—	$	—		—

⁽¹⁾On July 15, 2024, the Board of Directors of the Company approved a share repurchase program for the purchase of up to $5.0 million of the currently outstanding shares of the Company’s common stock. The repurchase program expired on July 15, 2025. Under the stock repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases are expected to be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable laws and regulations. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

(a) Form 8-K Information. The information and disclosures which are set forth above under “Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds”-“Recent sales of unregistered securities”, are incorporated by reference into this “Item 5. Other Information”, in their entirety, and shall serve as disclosure ofx such information pursuant to Item 3.02 of Form 8-K.

(c) Rule 10b5-1 Trading Plans.

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

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Item 6. Exhibits

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Filed/

Furnished

Herewith

Form

Exhibit

Filing

Date/Period

End Date

File

Number

2.1#£

Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers

8-K

2.2

6/30/2023

001-41326

2.2

First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated September 22, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers

8-K

2.2

9/28/2023

001-41326

2.3

Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated January 22, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers

8-K

2.3

1/24/2024

001-41326

2.4

Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated April 8, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers

8-K

2.4

4/9/2024

001-41326

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2.5#

Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated June 17, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers

8-K

2.5

6/21/2024

001-41326

2.6

Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated October 1, 2024, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers

8-K

2.6

10/2/2024

001-41326

2.7

Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated April 9, 2025, by and between Golden Matrix Group, Inc., as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro, Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta, and Meridian Gaming (Cy) Ltd, a company formed and registered in the Republic of Cyprus, as sellers

8-K

2.7

4/14/2025

001-41326

2.8#

Share Exchange Agreement dated August 16, 2024, by and between Golden Matrix Group, Inc., Classics Holdings Co. Pty Ltd. and the Shareholders of Classics Holdings Co. Pty Ltd.

8-K

2.1

8/20/2024

001-41326

10.1≠

Form of Golden Matrix Group, Inc. RSU Award Grant Notice and RSU Award Agreement (2023 Equity Incentive Plan)(Meridian Company employee awards – January 2025)

8-K

10.1

1/16/2025

001-41326

10.2

Amended and Restated Nominating and Voting Agreement dated January 29, 2025, by and between Golden Matrix Group, Inc., Aleksandar Milovanović, Zoran Milošević and Snežana Božović

8-K

10.1

1/30/2025

001-41326

10.3

Debt Conversion Agreement dated February 18, 2025, by and between Golden Matrix Group, Inc. and Aleksandar Milovanović

8-K

10.1

2/26/2025

001-41326

10.4≠

Form of Indemnification Agreement

8-K

10.2

2/26/2025

001-41326

10.5≠

Second Amendment to First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Anthony Brian Goodman dated March 20, 2025*

10-K

10.70

3/24/2025

001-41326

10.6≠

Second Amendment to First Amended and Restated Employment Agreement effective September 16, 2022, between Golden Matrix Group, Inc. and Weiting ‘Cathy’ Feng dated March 20, 2025*

10-K

10.71

3/24/2025

001-41326

10.7

Post-Closing Cash Consideration Conversion Agreement dated April 9, 2025, by and between Golden Matrix Group, Inc. and Aleksandar Milovanović

8-K

10.1

4/14/2025

001-41326

10.8

Post-Closing Cash Consideration Conversion Agreement dated April 9, 2025, by and between Golden Matrix Group, Inc. and Zoran Milošević and Snežana Božović

8-K

10.2

4/14/2025

001-41326

31.1*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1**

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

32.2**

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

* Filed herewith.

** Furnished herewith.

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

≠ Indicates management contract or compensatory plan or arrangement.

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GOLDEN MATRIX GROUP, INC.

Dated: August 6, 2025		/s/ Anthony Brian Goodman
		Anthony Brian Goodman
		Its: President and Chief Executive Officer (Principal Executive Officer)