Golden Matrix Group Completes Acquisition, Reports Equity Sales

TL;DR

GMGI closed a deal and sold some stock. Details in the 8-K.

AI Summary

Golden Matrix Group, Inc. announced on August 21, 2024, the completion of an acquisition. The company also reported on unregistered sales of equity securities. The filing details the company's principal executive offices located at 3651 S. Lindell Road, Suite D131, Las Vegas, NV 89103.

Why It Matters

This filing indicates significant corporate activity for Golden Matrix Group, including a new acquisition and equity transactions, which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves an acquisition and unregistered equity sales, which can carry inherent risks related to integration, valuation, and regulatory compliance.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Registrant
• August 21, 2024 (date) — Date of Earliest Event Reported
• 3651 S. Lindell Road, Suite D131, Las Vegas, NV 89103 (location) — Principal Executive Offices
• Nevada (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $4,407,000 — Australian dollars (AU$) (approximately $4,407,000 United States dollars (" US$ "), paid a
• $33,808 — ars (" US$ "), paid at closing; (iii) AU$33,808 representing 80% of the agreed value of
• $21,975 — ve date of the closing (approximately US$21,975), paid at closing; (iv) up to an additi
• $500,000 — at closing; (iv) up to an additional AU$500,000 (approximately US$325,000) payable in t
• $325,000 — additional AU$500,000 (approximately US$325,000) payable in the future pursuant to the

Filing Documents

• gmgi_8k.htm (8-K) — 26KB
• 0001477932-24-005293.txt ( ) — 147KB
• gmgi-20240821.xsd (EX-101.SCH) — 6KB
• gmgi-20240821_lab.xml (EX-101.LAB) — 14KB
• gmgi-20240821_cal.xml (EX-101.CAL) — 1KB
• gmgi-20240821_pre.xml (EX-101.PRE) — 9KB
• gmgi-20240821_def.xml (EX-101.DEF) — 2KB
• gmgi_8k_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On August 20, 2024 Golden Matrix Group, Inc. (the " Company ", " we " and " us ") filed a Current Report on Form 8-K with the Securities and Exchange Commission (the " August 20, 2024 Form 8-K ") to report the entry on August 16, 2024, into a Share Exchange Agreement (the " Exchange Agreement "), with Classics Holdings Co. Pty Ltd., an Australian proprietary limited company (" Classics "), and NJF Exercise Physiologists Pty Ltd (" NJF ") and Think Tank Enterprises Pty Ltd (" Think Tank ", and collectively with NJF, the " Shareholders "), the shareholders of Classics. The transactions contemplated by the Exchange Agreement closed on August 21, 2024. The information disclosed in Item 3.02 below is incorporated by reference into this Item 2.01 .

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Pursuant to the Exchange Agreement, the Shareholders exchanged 80% of the outstanding capital stock of Classics with the Company in consideration for (i) 810,390 shares of the Company's common stock, subject to a true-up (the " Closing Shares "), paid at closing; (ii) 6,780,000 Australian dollars (AU$) (approximately $4,407,000 United States dollars (" US$ "), paid at closing; (iii) AU$33,808 representing 80% of the agreed value of the net assets of Classics on the effective date of the closing (approximately US$21,975), paid at closing; (iv) up to an additional AU$500,000 (approximately US$325,000) payable in the future pursuant to the terms of the Exchange Agreement (" Holdback Cash "); and (v) the right to certain earnout payments. The Exchange Agreement is described and discussed in greater in the August 20, 2024 Form 8-K. The offer and sale of the 810,390 Closing Shares were exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the " Securities Act "), since the foregoing offer and sale did not involve a public offering, the recipients confirmed that they were " accredited investors ", and the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the certificates evidencing the securities will 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. 2

SIGNATURES

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, hereunto duly authorized. GOLDEN MATRIX GROUP, INC. Date: August 27, 2024 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR