Golden Matrix Group: Ownership Filing Amendment

TL;DR

GMGI ownership update filed by Milovanovic, Bozovic, Milosevic group.

AI Summary

Aleksandar Milovanovic, Snezana Bozovic, and Zoran Milosevic have filed an amendment (No. 2) to their Schedule 13D for Golden Matrix Group, Inc. The filing, dated October 3, 2024, indicates a change in their beneficial ownership of the company's common stock. The group members are listed with their addresses in Serbia.

Why It Matters

This filing indicates a potential shift in control or significant stake changes for Golden Matrix Group, Inc., which could influence its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant changes in beneficial ownership, which can lead to increased stock volatility.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Subject Company
• Aleksandar Milovanovic (person) — Filing Group Member
• Snezana Bozovic (person) — Filing Group Member
• Zoran Milosevic (person) — Filing Group Member
• 3651 LINDELL ROAD, STE D131, LAS VEGAS, NV 89103 (address) — Company Business and Mail Address
• MERIDIAN TECH D.O.O. (company) — Filing Group Member's Mail Address
• Bulevar Mihajla Pupina 10B, NOVI BEOGRAD, Serbia (address) — Filing Group Member's Mail Address

FAQ

Key Financial Figures

• $0.00001 — INC. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class o
• $97,419 — e On July 1, 2024, the Company repaid $97,419 of the Deferred Cash Convertible Promis
• $96,910 — . On July 31, 2024, the Company repaid $96,910 of the Deferred Cash Convertible Promis
• $2,000,000 — September 4, 2024, Milovanovi converted $2,000,000 of the Deferred Cash Convertible Promis
• $100,503.68 — September 23, 2024, the Company repaid $100,503.68 of the Deferred Cash Convertible Promis
• $5,000,000 — he Issuer agreed to pay the Sellers (i) $5,000,000 (the " Contingent Cash Consideration ")
• $2,625,000 — ement, defined below, and the remaining $2,625,000 of Contingent Cash Consideration due to
• $100,000 — business days; (B) Miloevi – a total of $100,000 of the Contingent Cash Consideration du
• $150,000 — the Company agreed to pay the remaining $150,000 of Contingent Cash Consideration due to
• $50,000 — deration due to Miloevi, at the rate of $50,000 per month, on each of October 1, 2024,
• $25,000 — ber 1, 2024; and (C) Boovi – a total of $25,000 of the Contingent Cash Consideration du
• $2.00 — Company, based on a conversion price of $2.00 per share; (b) Miloevi agreed to conver
• $2.30 — Company, based on a conversion price of $2.30 per share, the closing sales price of t
• $3,000,000 — e dated June 17, 2024, in the amount of $3,000,000 representing amounts owed by Golden Mat

Filing Documents

• gmgi_sc13da.htm (SC 13D/A) — 117KB
• 0001477932-24-006182.txt ( ) — 118KB

Identity and Background

Item 2. Identity and Background The last paragraph of Item 2 of the Schedule 13D is amended and restated to read as follows: The Reporting Persons do not assume responsibility for the information contained in the Schedule 13Ds filed by the Separately Filing Group Members, except to the extent such information has been provided by the Reporting Persons. Based on information provided by the Separately Filing Group Members, the Reporting Persons believe that they and the Separately Filing Group Members together as a " group " may be deemed to collectively beneficially own in the aggregate 116,654,100 total voting shares or 84.1% of the Issuer's total voting shares, as of October 2, 2024. The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned or acquired by the Separately Filing Group Members.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

is hereby amended and supplemented by adding the following at the end thereof

Item 3 is hereby amended and supplemented by adding the following at the end thereof: Repayment and Conversion of Deferred Cash Convertible Promissory Note On July 1, 2024, the Company repaid $97,419 of the Deferred Cash Convertible Promissory Note held by Milovanovi. On July 31, 2024, the Company repaid $96,910 of the Deferred Cash Convertible Promissory Note held by Milovanovi. On September 4, 2024, Milovanovi converted $2,000,000 of the Deferred Cash Convertible Promissory Note into 1,000,000 shares of common stock of the Company pursuant to the terms of the Deferred Cash Convertible Promissory Note. On September 23, 2024, the Company repaid $100,503.68 of the Deferred Cash Convertible Promissory Note held by Milovanovi. Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital As previously disclosed in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission (the " SEC ") on April 9, 2024, effective on April 1, 2024, the Issuer closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the " Purchase Agreement ") with Milovanovi, Miloevi and Boovi. CUSIP No. 381098300 Schedule 13D/A Page 6 of 11 As part of the consideration due pursuant to the Purchase Agreement, the Issuer agreed to pay the Sellers (i) $5,000,000 (the " Contingent Cash Consideration ") and (ii) 5,000,000 restricted shares of common stock (the " Contingent Shares ") which are due to the Sellers within five business days following the Determination Date (defined below) if (and only if) the Company has determined that each of the Post-Closing Payment Conditions (defined below) are met. For purposes of the foregoing, the " Determination Date " means the date that is six months after the closing date of the Purchase Agreement (April 9, 2024) and the " Contingent Post-Closing Payment Conditions " are as follows: the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference herein. (a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto. Item 2 and Item 4 of this Schedule 13D, which identifies the Reporting Persons and the Separately Filing Group Members and discloses the voting provisions of the Voting Agreement, is incorporated herein by this reference thereto. Due to the terms of the Voting Agreement, the Reporting Persons and Separately Filing Group Members may be deemed a group for the purposes of Section 13(d)(3) of the Exchange Act. The security interests reported in this Schedule 13D do not include security interests owned by the Separately Filing Group Members. The Separately Filing Group Members will file separate Schedule 13Ds reporting beneficial ownership of the Issuer's securities. The Reporting Persons assume no responsibility for the information contained in such Schedule 13Ds or any amendment thereto. The Separately Filing Group Members and the Reporting Persons may be deemed to collectively beneficially own in the aggregate 116,654,100 total voting shares or 83.8% of the Issuer's total voting shares, as of October 2, 2024. (c) The information in Item 3 is incorporated by reference into this Item 5(c) . (d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons. (e)

Contracts

Item 6. Contracts The information provided or incorporated by reference in Items 2 , 3 , 4 and 5 of this Schedule 13D, including, but not limited to the information regarding the Purchase Agreement, Series C Designation and Voting Agreement, Debt Conversion Agreements, Convertible Note, RSU Award Grant Agreements, and Employment Agreements, is hereby incorporated herein by reference. CUSIP No. 381098300 Schedule 13D/A Page 8 of 11

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit No. Description 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 Drutvo Sa Ogranienom Odgovornou Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Drutvo Sa Ogranienom Odgovornou "Meridianbet" Drutvo 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 (Filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2023, and incorporated by reference herein)(File No. 001-41326) 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 Drutvo Sa Ogranienom Odgovornou Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia, Drutvo Sa Ogranienom Odgovornou "Meridianbet" Drutvo 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 (Filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28, 2023, and incorporated by reference herein)(File No. 001-41326) 3 Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capi

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