Meridian Holdings Completes Reverse Split, Name Change Amid Gaming Pivot

TL;DR

**MRDN just did a 1-for-12 reverse split and name change, signaling a desperate attempt to clean up its share structure and rebrand as a pure-play gaming tech company, but the real test is if they can actually grow earnings.**

AI Summary

Meridian Holdings Inc. (formerly Golden Matrix Group, Inc.) filed its 10-K for the fiscal year ended December 31, 2025, detailing a significant corporate restructuring. On March 3, 2026, the company completed a 1-for-12 reverse stock split, reducing authorized shares from 300 million to 25 million and outstanding shares from 151.7 million to 12.6 million. Concurrently, the company changed its name to Meridian Holdings Inc. from Golden Matrix Group, Inc. The company's business focus has entirely shifted from its original mining and mineral exploration roots to software technology and online gaming, a transition initiated in April 2016. This strategic pivot involved disposing of all legacy mining assets and acquiring proprietary gaming software, regulated gaming licenses, and operating entities between 2016 and 2022. The filing highlights the company's reliance on third-party gaming content suppliers and the critical need to obtain and maintain gaming licenses as key operational factors. The aggregate market value of common stock held by non-affiliates was approximately $36,067,350 as of June 30, 2025, based on a closing price of $20.40.

Why It Matters

Meridian Holdings' 1-for-12 reverse stock split and name change are critical moves to potentially improve its stock's market perception and Nasdaq listing compliance, as a higher per-share price can attract institutional investors. For employees, the strategic shift to online gaming solidifies the company's direction, but also means a focus on a highly competitive and regulated industry. Customers of its gaming platforms will likely see continued investment in technology and content, while the broader market will watch if this restructuring enables Meridian to better compete against established gaming giants and emerging tech players. The company's ability to secure and maintain gaming licenses is paramount to its operational continuity and competitive standing.

Risk Assessment

Risk Level: high — The company explicitly states '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' as a primary risk. Furthermore, 'dilution caused by the conversion of outstanding debt, preferred stock, and warrants, and/or acquisitions' poses a substantial threat to existing shareholders. The reliance on obtaining and maintaining gaming licenses in a highly regulated industry also presents significant operational and financial uncertainty.

Analyst Insight

Investors should exercise extreme caution with MRDN, given the high risk of dilution and the stated need for significant additional financing. Monitor future filings for details on the MeridianBet Group acquisition and any new financing rounds, as these will directly impact shareholder value and the company's ability to execute its gaming strategy.

Key Numbers

• $36.1M — Market Value of Non-Affiliate Shares (As of June 30, 2025, based on $20.40 closing price, indicating current market capitalization for public float.)
• 1-for-12 — Reverse Stock Split Ratio (Effective March 3, 2026, significantly reducing outstanding shares from 151.7 million to 12.6 million to boost per-share price.)
• 12.6M — Shares Outstanding (As of March 31, 2026, after the reverse stock split, down from 151.7 million shares.)
• 2016 — Year of Business Transition (When the company shifted from mining to software technology and online gaming, marking a fundamental change in its operations.)
• 2026-03-03 — Effective Date of Reverse Split & Name Change (Crucial date for corporate restructuring, impacting share count and company identity.)

Key Players & Entities

• Meridian Holdings Inc. (company) — Registrant, formerly Golden Matrix Group, Inc.
• Golden Matrix Group, Inc. (company) — Former name of the registrant
• Nasdaq Capital Market (regulator) — Exchange where MRDN Common Stock is listed
• SEC (regulator) — United States Securities and Exchange Commission
• Nevada (regulator) — State of incorporation
• MeridianBet Group (company) — Acquisition target mentioned in risk factors
• Aleksandar Milovanovi (person) — Individual with voting control over the Company
• $36,067,350 (dollar_amount) — Aggregate market value of common stock held by non-affiliates as of June 30, 2025
• $20.40 (dollar_amount) — Closing price of common stock on Nasdaq Capital Market on June 30, 2025
• 12,641,023 (dollar_amount) — Shares of common stock outstanding as of March 31, 2026, after reverse stock split

FAQ

Risk Factors

• Reliance on Gaming Licenses [high — regulatory]: The company's operations are heavily dependent on obtaining and maintaining various gaming licenses in multiple jurisdictions. Failure to secure or renew these licenses, or changes in licensing requirements, could materially and adversely affect its business, financial condition, and results of operations.
• Dependence on Third-Party Content Suppliers [medium — operational]: Meridian Holdings relies on third-party suppliers for its gaming content. Any disruption in the supply of this content, or disputes with these suppliers, could impact the company's ability to offer its services and generate revenue.
• Intense Competition in Online Gaming [medium — market]: The online gaming market is highly competitive, with numerous established and emerging players. Meridian Holdings faces competition from companies with greater brand recognition, larger customer bases, and more substantial financial resources, which could hinder its growth and market share.
• Cybersecurity and Data Protection [high — operational]: As an online gaming operator, the company is a target for cyberattacks. Breaches of its systems could result in the loss of sensitive customer data, reputational damage, and significant financial penalties, impacting customer trust and operational continuity.
• Fluctuations in Foreign Exchange Rates [low — financial]: The company operates in multiple international markets, exposing it to fluctuations in foreign exchange rates. Adverse currency movements could negatively impact its reported financial results and the value of its assets and liabilities.

Industry Context

Meridian Holdings operates in the highly competitive online gaming and software technology sector. This industry is characterized by rapid technological advancements, evolving player preferences, and a complex and fragmented regulatory landscape across different jurisdictions. Key trends include the increasing demand for mobile gaming, the integration of new technologies like AI, and a growing focus on responsible gaming practices.

Regulatory Implications

The company's reliance on gaming licenses presents significant regulatory hurdles. Compliance with diverse and often stringent regulations in each operating jurisdiction is paramount. Failure to maintain these licenses or adapt to new regulatory requirements could lead to operational disruptions and financial penalties.

What Investors Should Do

1. Monitor regulatory developments in key gaming markets.
2. Assess the impact of the reverse stock split on share liquidity and investor perception.
3. Evaluate the company's strategy for content acquisition and supplier relationships.

Key Dates

• 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2026-03-03: Reverse Stock Split and Name Change — Implemented a 1-for-12 reverse stock split and changed the company name to Meridian Holdings Inc., significantly altering share structure and corporate identity.
• 2026-06-30: Market Value Determination Date — The date used to calculate the aggregate market value of common stock held by non-affiliates ($36,067,350).

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them. This typically increases the per-share price. (Meridian Holdings executed a 1-for-12 reverse stock split on March 3, 2026, reducing outstanding shares from 151.7 million to 12.6 million.)

Non-affiliates

Shareholders who are not officers, directors, or major controlling shareholders of the company. (The market value of shares held by non-affiliates was $36,067,350 as of June 30, 2025, indicating the public float's market capitalization.)

Proprietary Gaming Software

Software developed and owned by the company, providing a competitive advantage in the gaming market. (Acquisition of proprietary gaming software was a key part of Meridian Holdings' strategic pivot from mining to online gaming.)

Gaming Licenses

Authorizations granted by regulatory bodies that permit companies to operate gambling and gaming activities. (Obtaining and maintaining gaming licenses is critical for Meridian Holdings' operations in the regulated online gaming industry.)

Year-Over-Year Comparison

The 10-K for the fiscal year ended December 31, 2025, details a significant corporate transformation. The company has fully transitioned from its historical mining operations to a focus on software technology and online gaming, a shift initiated in 2016. A major event in the current reporting period (or immediately following) was the March 3, 2026, 1-for-12 reverse stock split and name change to Meridian Holdings Inc. This filing will likely reflect the financial performance and operational status post-transition, with new risks and opportunities associated with the gaming sector, replacing those of the former mining business.

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share MRDN The NASDAQ
• $20.40 — n Stock on the Nasdaq Capital Market of $20.40 on June 30, 2025, the last trading day
• $12 million — Stock "); (B) paid the Meridian Sellers $12 million in cash; and (C) issued the Meridian Se
• $15 million — sh; and (C) issued the Meridian Sellers $15 million in Promissory Notes (the " Notes "), pa
• $13,125,000 — omissory Notes (the " Notes "), payable $13,125,000 to Milovanovi, $1,250,000 to Miloevi, a
• $1,250,000 — "), payable $13,125,000 to Milovanovi, $1,250,000 to Miloevi, and $625,000 to Sneana Boov
• $625,000 — Milovanovi, $1,250,000 to Miloevi, and $625,000 to Sneana Boovi. 5 Table of Contents
• $18 million — quired to pay the Meridian Sellers: (1) $18 million in cash by April 26, 2024 (the " Deferr
• $5,000,000 — ation "); (2) the additional sum of (i) $5,000,000 and (ii) 416,666 restricted shares of c
• $20,000,000 — were met; and (3) the additional sum of $20,000,000 of which $10,000,000 was due 12 months
• $10,000,000 — additional sum of $20,000,000 of which $10,000,000 was due 12 months after the closing dat

Filing Documents

• meridian_10k.htm (10-K) — 2633KB
• meridian_ex42.htm (EX-4.2) — 13KB
• meridian_ex211.htm (EX-21.1) — 26KB
• meridian_ex231.htm (EX-23.1) — 4KB
• meridian_ex311.htm (EX-31.1) — 15KB
• meridian_ex312.htm (EX-31.2) — 14KB
• meridian_ex321.htm (EX-31.1) — 4KB
• meridian_ex322.htm (EX-31.2) — 4KB
• meridian_10kimg3.jpg (GRAPHIC) — 8KB
• meridian_10kimg2.jpg (GRAPHIC) — 15KB
• 0001477932-26-001750.txt ( ) — 11343KB
• gmgi-20251231.xsd (EX-101.SCH) — 118KB
• gmgi-20251231_lab.xml (EX-101.LAB) — 604KB
• gmgi-20251231_cal.xml (EX-101.CAL) — 83KB
• gmgi-20251231_pre.xml (EX-101.PRE) — 534KB
• gmgi-20251231_def.xml (EX-101.DEF) — 354KB
• meridian_10k_htm.xml (XML) — 1804KB

BUSINESS

ITEM 1. BUSINESS . 4

RISK FACTORS

ITEM 1A. RISK FACTORS . 22

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS . 62

CYBERSECURITY

ITEM 1C. CYBERSECURITY. 62

PROPERTIES

ITEM 2. PROPERTIES. 63

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS . 64

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES . 65 PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 66

[RESERVED]

ITEM 6. [RESERVED] 67

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 67

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . 77

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . F-1

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON. ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON. ACCOUNTING AND FINANCIAL DISCLOSURE . 78

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES . 78

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION. 79

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 79 PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . 80

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION . 80

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 80

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . 80

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES . 80 PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . 81

FORM 10–K SUMMARY

ITEM 16. FORM 10–K SUMMARY . 88

SIGNATURES

SIGNATURES 89 i Table of Contents Reverse Stock Split and Name Change On February 26, 2026, Golden Matrix Group, Inc. (the " Company ") filed both (a) a Certificate of Change with the Secretary of State of the State of Nevada (the " Certificate of Change ") to effectuate a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, at a ratio of 1-for-12 (the " Reverse Split "), in accordance with Nevada Revised Statutes (" NRS ") Section 78.209; and (b) a Certificate of Amendment to the Company's Articles of Incorporation, as amended, to affect a name change of the Company to " Meridian Holdings Inc. " (the " Name Change "). Both the Certificate of Change and Certificate of Amendment were approved solely by the Board of Directors of the Company in accordance with the NRS. Both the Reverse Split and the Name Change became effective on March 3, 2026 at 12:01 a.m. ET (the " Effective Time "). On the Effective Date, the total number of shares of common stock authorized for issuance under the Company's Articles of Incorporation was divided by 12 (from 300 million to 25 million); the total number of issued and outstanding shares of common stock of the Company was divided by 12 (from 151.7 million shares to 12.6 million shares); and the total number of shares of common stock held by each stockholder of the Company was converted automatically into the number of shares of common stock equal to the number of issued and outstanding shares of common stock held by each such stockholder immediately prior to the Reverse Split divided by 12. No fractional shares were issued in connection with the Reverse Split, and stockholders who would otherwise be entitled to receive a fractional share instead received cash in lieu of such fractional share, based upon the closing sale price of the common stock on the trading day immediately prior to the Effective Time as reported on the Nasdaq Capital Market. There was no change to the par value

. Business

Item 1 . Business Introduction The information included in this Report on Form 10-K should be read in conjunction with the consolidated financial statements and related notes in " Item 8. Financial Statements and Supplemental Data " of this Report. Our logo and some of our trademarks and tradenames are used in this Report. This Report also includes trademarks, tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames, and service marks referred to in this Report may appear without the , and SM symbols. References to our trademarks, tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. The market data and certain other statistical information used throughout this Report are based on independent industry publications, reports by market research firms or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information; and we have not commissioned any of the market or survey data that is presented in this Report. We are responsible for all the disclosures contained in this Report, and we believe these industry publications and third-party research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information presented in this Report, their estimates, in particu

View Full Filing

View this 10-K filing on SEC EDGAR