Meridian Holdings Inc./NV (MRDN) Business
This page reproduces the company's own Item 1 Business text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Informational only - not investment advice. See Disclaimer.
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 particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section entitled “Item 1A. Risk Factors”. These and other factors could cause our future performance to differ materially from our assumptions and estimates. Some market and other data included herein, as well as the data of competitors as they relate to Meridian Holdings Inc., is also based on our good faith estimates.
Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,”, and “MRDN” in this Report refer specifically to Meridian Holdings Inc., and its consolidated subsidiaries. References herein to “Golden Matrix” refer to the Company prior to the closing of the MeridianBet Purchase Agreement (discussed below).
In addition, unless the context otherwise requires and for the purposes of this report only:
| · | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; | |
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| · | “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and | |
| · | “Securities Act” refers to the Securities Act of 1933, as amended. |
As used in this Report, “EUR”, “€” or “Euros” means the official currency of the member states of the European Union; “GBP”, “£” or “Pounds” means the currency of the United Kingdom and its associated territories; “USD”, “$” or “dollars” means U.S. dollars; “RSD” or “dinars” means the Serbian Dinar, the official currency of Serbia; “AUD” means Australian dollars, “BRL” or “R$” means the Brazilian Real, the official currency of Brazil, “PEN” means the Peruvian Sol, the official currency of Peru, and “TZS” means the Tanzanian Shilling, the official currency of Tanzania, provided that all dollar amounts in this Report are in U.S. dollars unless otherwise stated.
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Available Information
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at https://www.sec.gov. Copies of documents filed by us with the SEC (including exhibits) are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this report. Our website address is https://meridian-holdings.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 will be available through our website free of charge as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.
Organizational History
The Company was incorporated in the State of Nevada on June 4, 2008, originally operating as a mining and mineral exploration company under various names. In April 2016, the Company changed its name to Golden Matrix Group, Inc. and transitioned its business focus from mining, to software technology and online gaming. All legacy mining assets were subsequently disposed of, and the Company no longer owns any mining-related properties.
Between 2016 and 2022, Golden Matrix expanded its business through a series of strategic acquisitions primarily focused on gaming technology, intellectual property, licensing, and regulated online gaming operations. These transactions included the acquisition of proprietary gaming software and related intellectual property, regulated gaming licenses, and operating entities in multiple jurisdictions.
Key acquisitions during this period included gaming technology assets used to develop the Company’s business-to-business (B2B) platform, the purchase of licensed and operating entities in Australia, the United Kingdom, and Mexico, and the establishment of the Company’s proprietary business-to-consumer (B2C) online casino operations in Mexico. The Company also acquired and consolidated full ownership of certain operating subsidiaries to streamline its organizational structure and support international growth.
Certain of these transactions involved related parties and were approved by the Company’s Board of Directors and Audit Committee in accordance with corporate governance requirements.
These acquisitions laid the foundation for the Company’s transition into a diversified global gaming and technology group and positioned the Company for its transformational acquisition of the MeridianBet Group in 2023, as discussed below.
MeridianBet Acquisition
On January 11, 2023, Golden Matrix entered into a Sale and Purchase Agreement of Share Capital, which was amended and restated on June 28, 2023 (as amended and restated from time to time, the “Meridian Purchase Agreement”) with Aleksandar Milovanović (“Milovanović”), Zoran Milošević (“Milošević”) and Snežana Božović (“Božović” and 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 Montenegro”); Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta (“Meridian Malta”); and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (“Meridian Cyprus”, and collectively, “MeridianBet Group”).
On April 9, 2024 (the “Closing Date”), Golden Matrix closed the acquisition of the MeridianBet Group pursuant to the MeridianBet Purchase Agreement (the “MeridianBet Acquisition”) and we acquired 100% of MeridianBet Group, effective for all purposes as of April 1, 2024. MeridianBet Group operates online sports betting, online casino, and gaming operations and is currently licensed and operating in more than 15 jurisdictions across Europe, Africa and Central and South America. In connection with the Purchase, on April 9, 2024, we (A) issued 6,845,154 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 Milovanović, $1,250,000 to Milošević, and $625,000 to Snežana Božović.
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Pursuant to the terms of the MeridianBet Purchase Agreement, we were also required to pay the Meridian Sellers: (1) $18 million in cash by April 26, 2024 (the “Deferred Cash Consideration”); (2) the additional sum of (i) $5,000,000 and (ii) 416,666 restricted shares of common stock (collectively, the “Contingent Post-Closing Consideration”) which was due to the Meridian Sellers within five business days following the six month anniversary of the closing if (and only if) the Company determined certain post-closing conditions were met; and (3) the additional sum of $20,000,000 of which $10,000,000 was due 12 months after the closing date and $10,000,000 was due 18 months after the closing date (“18 Month Non-Contingent Post-Closing Cash Consideration”).
Additional information regarding the payment of amounts due under the MeridianBet Purchase Agreement and amount owed as of December 31, 2025, is included in “Note 22 – MeridianBet Group Purchase Agreement” in the notes to the financial statements included under “Item 8. Financial Statements and Supplementary Data”, below.
Classics For a Cause Exchange
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” or “CFAC”), is an independent online trade promotions company, located in Australia, which operates a well-established 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, and exotic motor vehicles. On August 21, 2024, the Company closed the transactions contemplated by the Share Exchange Agreement, which was effective on August 1, 2024.
Corporate Reorganization Following the MeridianBet Acquisition
Following the completion of the MeridianBet Acquisition, MeridianBet became the Company’s primary operating platform and the principal driver of the Company’s consolidated revenue and strategic growth initiatives. In connection with the integration of MeridianBet Group and to better align the Company’s corporate identity with its principal operating business, the Company’s Board of Directors approved the Name Change, which became effective at 12:01 a.m. Eastern Time on March 3, 2026.
Concurrently, the Company effected the Reverse Split to support compliance with Nasdaq’s minimum bid price requirements and to enhance its capital markets positioning. The Company’s common stock began trading on the Nasdaq Capital Market under the ticker symbol “MRDN” at the open of trading on March 3, 2026.
General Information
Because the Meridian Sellers collectively owned approximately 69.2% of the Company’s outstanding shares of common stock immediately following the Closing Date (with 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 MeridianBet Acquisition was accounted for as a reverse merger and recapitalization of the Company under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”), with MeridianBet Group as the accounting acquirer and Golden Matrix 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” in the notes to the financial statements included under “Item 8. Financial Statements and Supplementary Data”, 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 consolidated financial statements in “Item 8. Financial Statements and Supplemental Data” of this Report, represent the accounts of MeridianBet Group as if MeridianBet Group is the predecessor to the Company.
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Our Business
The Company (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.
Online Sports Betting, Online Casino, And Gaming Operations
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 740 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, online casino games, and virtual games. Of those 740 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 several years.
The Company’s 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. The Company’s technology platform ensures consistency in odds setting and risk management across all the markets that they operate in.
Additionally, the Company’s approach to its markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS, SST, and USSD 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 the Company’s 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 the Company’s customers across diverse regions and connectivity levels can engage with the Company’s content and have the same level of user experience.
More specifically, the Company’s technological platforms include:
| · | iOS and Android services: the Company offers dedicated mobile applications for both iOS and Android users, providing a seamless and user-friendly experience for those who prefer betting on the go. | |
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| · | Mobile Browser: the Company’s mobile website is optimized for various mobile browsers, ensuring that customers can access these services conveniently from their mobile devices, even without the need for a dedicated app. | |
| · | Desktop: For customers who prefer a traditional desktop experience, the Company offers a comprehensive desktop platform that provides a wide range of betting options. | |
| · | SMS (Short Message Service): In regions with limited internet connectivity, such as parts of Africa, the Company offers SMS betting services. Customers can place bets and receive updates through text messages, making sports betting accessible to a broader audience. | |
| · | SST (Simplified Service Text): similar to SMS, SST allows customers to place bets and receive information via text messages, ensuring that users with basic mobile phones or limited internet access can still enjoy the Company’s services. | |
| · | USSD (Unstructured Supplementary Service Data): USSD is a critical channel in regions where internet access is limited. It enables users to interact with the Company’s platform through a simple, menu-based system on their mobile phones. Customers can place bets, check odds, and manage their accounts using USSD, providing inclusivity in markets with varying levels of technological infrastructure. |
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A significant component of the Company’s revenue is derived from its comprehensive sports betting offerings, which cover over approximately 800 different leagues, providing more than approximately 11 million bets on over approximately 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and risk management platforms are proprietary to the Company.
The Company’s 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, the Company’s 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, the Company offers betting on political events where regulatory conditions permit, and even allows customers to propose their own bets, provided they meet ethical and legal requirements and are measurable.
The Company’s innovative use of machine learning technologies within its platform serves enhanced customer experiences by offering tailored bets and continuously updated odds over an extensive range of events. This significantly reduces the requirement for manual oversight and intervention.
The Company offers a diverse and multifaceted portfolio of betting options that extends beyond traditional sports betting. The Company offers a portfolio of gaming products including casino games, slots, roulette, and other random number generator (RNG) games. The Company also owns its own casino development studio, which has thus far produced 75 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.
The Company’s 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. The Company has established revenue-sharing agreements with such providers to offer a wide variety of casino games, ensuring a diverse and engaging casino experience for the Company’s players via a vibrant and ever-expanding casino game library.
The Company has 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 the Company to cater to the preferences of eSports enthusiasts.
The Company also provides extensive coverage of eSports events, encompassing major tournaments such as The International (Dota 2), League of Legends World Championship, and CS:GO Majors. Additionally, they align their 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. The Company also utilizes ethical advertising practices and partnerships with specialized gaming websites to connect with eSports enthusiasts effectively.
The Company offers 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 it complies with regulatory standards. To maintain the integrity of eSports betting and prevent unethical practices like match-fixing, the Company collaborates closely with international eSports federations. This partnership allows the Company to monitor eSports events and swiftly respond to any suspicious activities. In the event of any concerns, they proactively engage with national law enforcement authorities to uphold fair play and regulatory compliance.
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The Company understands that player preferences and market dynamics can vary significantly. To address these differences across the group’s many jurisdictions, it has implemented several unique features and tailored offerings, including:
| · | Localized content: In all markets, the Company provides localized content and promotions to align with city, country, and regional preferences. This includes language-specific interfaces, promotions tied to local events, and culturally relevant gaming experiences and consumer patterns. | |
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| · | Customer engagement: The Company prioritizes responsible gaming and offers tools such as deposit and loss limits, time-out features, and self-exclusion options. These tools empower players to manage their gaming experiences responsibly. | |
| · | Innovative Betting Options: The Company’s “Empty Bets” feature allows customers to propose their own bets, fostering a sense of engagement and personalization. These bets are subject to stringent ethical and legal criteria and must be measurable. These bets are strictly prohibited from involving any unethical or illegal events or activities. The Company maintains a strong commitment to upholding the highest ethical standards in all aspects of their operations, including innovative betting options. |
Beyond its direct B2C operations, the Company also facilitates an indirect B2B franchise model. Under this model, the Company licenses its proprietary sports betting technology to local partners, who can operate under the Company brand or their own brand. This diversifies the Company’s revenue stream, enabling it to leverage its technology for added income, while expanding its brand presence.
Status of Development Efforts For New Or Enhanced Products, Trends In Market Demand And Competitive Conditions
The Company is diligently invested in research and development initiatives to attempt to stay at the forefront of its industry and meet the ever-evolving needs of its diverse customer base. As part of this strategy, the Company’s developmental efforts are primarily focused on enhancing product offerings, refining user experience, and bolstering its proprietary sports betting technology.
The Company products and services compete in a market characterized by rapid technological advances, which means evolving standards in software technology and frequent new product introductions and enhancements that may render the existing ones obsolete. The Company attempts to continuously refine its software and technology offerings especially in terms of more intensive customer specification, segmentation and personalization, as well as to address regulatory changes in the markets in which it operates and plans to operate. The Company believes that in order to remain competitive, it needs to continuously modify and enhance its technology platform and service offerings.
In the realm of technological advancement, one of the key development initiatives currently in progress at the Company is the integration of advanced Machine Learning (ML) technologies into its sports betting platform. The incorporation of these sophisticated technologies aims to personalize and enrich the betting experience for individual users by offering tailored bets, real-time updating of odds across a vast range of events, and further reducing the need for human oversight. This is expected to not only create a more dynamic, responsive, and intuitive betting experience, but also present a significant competitive advantage in a market where customer experience is paramount.
In terms of market trends, the Company believes that demand for online betting is on a significant upward trajectory globally, partially due to the lasting impact of the COVID-19 pandemic, which has accelerated the shift from traditional, physical betting shops to online platforms. The industry-wide transition towards mobile betting is another recent major trend, spurred on by the increased penetration of smartphones and improved internet connectivity. In response to these trends, the Company has successfully implemented an omni-channel approach to its markets, including iOS, Android, mobile browser, desktop, SMS, SST, USSD as well as retail segment.
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With regard to competitive conditions, the betting industry continues to be highly competitive, with new entrants emerging frequently. However, the Company has maintained a robust competitive position, owing to its advanced technological infrastructure, diversified product portfolio, personalized customer experience, and prudent regulatory compliance. The Company is focused on maintaining and enhancing this competitive edge through continuous innovation, customer-centricity, and adaptability.
Resources Material to the Company’s Business
In the context of the sports betting and gaming industry, raw materials do not take the traditional form as seen in manufacturing or other product-centric businesses. Instead, for entities like the Company, the primary resources are operating licenses, data, and software infrastructure. The ability to procure, process, and effectively utilize these resources plays a fundamental role in delivering competitive offerings and ensuring seamless and globally competitive operations.
Data providers: Given that the essence of sports betting revolves around accurate and real-time data, data providers are a critical resource for the Company. The Company relies on third-party data providers who deliver real-time sports data, statistical information, and analytical insights. This data underpins the companies’ sportsbook offering and feeds into the dynamic odds-setting and risk management systems the brand uses. The availability of this data and the reliability of the providers are crucial for the daily operation of the Company’s business.
Software infrastructure: The Company’s proprietary sports betting technology forms the backbone of its operations. This includes its platform, which enables online and offline betting across multiple geographies, currencies, broadband internet connectivity conditions and regulatory demands. Maintaining, updating, and enhancing this software infrastructure is vital to its capacity to deliver a seamless and secure betting experience. It also ensures its offerings remain cutting-edge and competitive.
Content suppliers: In addition to data providers, the Company relies, to some extent, on various third-party suppliers for its gaming content, particularly in the areas of casino games, slots, roulette, and other RNG games. The Company has a team of well-established and experienced professionals capable of creating a broad segment of user acquisition content. The availability of high-quality and diverse gaming content is key to attracting and retaining customers, which is why the portion of in-house built casino products is constantly growing.
Human resources: The Company relies on the skills and expertise of its workforce, which includes everyone from the cashiers and odds setters, to the software engineers who maintain and develop its technical infrastructure, customer support personnel, who interface directly with the customers, as well as the compliance and regulatory team customer support representatives.
A Provider of Enterprise Software-as-a-Service (“SaaS”) Solutions
Following the closing of the MeridianBet Acquisition and effective April 1, 2024, the Company, through Golden Matrix, owns and operates a proprietary online gaming aggregation and enterprise software platform (the “GM-Ag System”) that serves international customers, primarily in the Asia Pacific region.
The GM-Ag System is an integrated iGaming platform that connects licensed gaming content providers with licensed online gaming operators. The system aggregates gaming content from multiple third-party suppliers and makes such content available to customers through a single technical integration.
Under distribution agreements with licensed and accredited gaming content providers, the Company has the right to distribute and resell third-party game content to its customers. The content portfolio includes slot games, table games (such as roulette, blackjack and poker), sportsbook offerings, lottery products and live dealer games.
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The GM-Ag System provides two principal advantages to licensed online gaming operators.
| · | · First, the platform enables operators to access a broad portfolio of third-party gaming content providers through a single technical integration. This aggregation model significantly reduces the time, cost and operational complexity typically associated with establishing multiple direct integrations with individual content suppliers. | |
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| · | · Second, the GM-Ag System offers operators a suite of technology-driven tools designed to support customer acquisition, engagement and retention. These tools include marketing automation capabilities, loyalty program management systems, real-time player analytics and reporting functionalities, which allow operators to manage and optimize player activity across multiple gaming verticals. |
A Provider of Pay To Enter Prize Competitions And Online Trade Promotions Platform
The Company engages in competition operations in the United Kingdom via its subsidiary RKingsCompetitions Ltd., (“RKings”). The Company operates 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 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, the Company has 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.
In addition, the Company, through GMG Assets Limited, provides 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 16, 2024, the Company entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings Co. Pty Ltd (“Classics Holdings”). Classics, 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, and exotic motor vehicles. On August 21, 2024, the Company closed the transactions contemplated by the Share Exchange Agreement, which was effective on August 1, 2024.
Subsidiaries
The consolidated financial statements as of December 31, 2025, include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, which include:
| · | Global Technology Group Pty Ltd. (“GTG”), a limited proprietary company formed and registered under the laws of Australia. | |
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| · | Classics Holdings Co. Pty Ltd, a limited proprietary company formed and registered under the laws of Australia, with direct subsidiary of: | |
| o Classics For A Cause Pty Ltd (Australia). | ||
| · | RKingsCompetitions Ltd., (“RKings”), a limited company formed and registered under the laws of Northern Ireland. | |
| · | Golden Matrix MX, S.A. DE C.V., (“GM MX”), a corporation incorporated under the laws of Mexico. | |
| · | GMG Assets Limited, (“GMGA”), a limited company formed and registered under the laws of Northern Ireland. | |
| · | Golden Matrix (IOM) Limited, (“GMIOM”), a limited company formed and registered under the laws of the Isle of Man. | |
| · | Golden Matrix Group Beograd-Novi Beograd (“Golden Matrix Serbia”), a private limited company formed and registered in and under the laws of the Republic of Serbia. |
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| · | Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd (Meridian Tech d.o.o.)(“Meridian Serbia”), a private limited company formed and registered in and under the laws of the Republic of Serbia, with direct subsidiaries of: | |
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| o Meridian Tech (Bosnia) | ||
| o Meridian Bet Brcko (Bosnia) | ||
| o Meridian Tech (PYT) LTD (South Africa) | ||
| o Meridianbet Brasil Ltda (Brazil) | ||
| o Meridian Gaming Brasil SPE Ltda (Brazil) | ||
| o Meridian Tech LLC, Nevada (USA) | ||
| · | Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica (MeridianBet) (“Meridian Montenegro”), a private limited company formed and registered in and under the laws of Montenegro, with direct subsidiaries of: | |
| o Meridian Worldwide (Cyprus) | ||
| o Bit Tech Ltd (Tanzania) | ||
| · | Meridian Gaming Holdings Ltd. (“Meridian Malta”), a company formed and registered in the Republic of Malta, with direct subsidiaries of: | |
| o Meridian Gaming (Malta) | ||
| o My Best Odds (Belgium) | ||
| o Meridian Gaming (Peru) | ||
| o Fair Champions Meridian Ltd (Cyprus) | ||
| o Meridian Global Consulting (Montenegro) | ||
| o Expanse Studios (Serbia) | ||
| o Media Games Malta Ltd. (Malta) | ||
| · | Meridian Gaming (Cy) Ltd, (“Meridian Cyprus”), a company formed and registered in the Republic of Cyprus. |
The descriptions of the ownership and the percentages of ownership are identified below. All intercompany transactions and balances have been eliminated.
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| Company | Country | Original Date Acquired | Ownership |
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| Companies under Golden Matrix. (Legal Acquirer / Accounting Acquiree) | United States | ||
| Global Technology Group Pty Ltd. (“GTG”) | Australia | January 19, 2021 | 100% |
| RKingsCompetitions Ltd. | United Kingdom | November 1, 2021 &November 4, 2022 | 100% |
| Golden Matrix MX, S.A. DE C.V. | Mexico | July 11, 2022 | 99.99% |
| GMG Assets Limited | United Kingdom | August 1, 2022 | 100% |
| Golden Matrix (IOM) Limited | Isle of Man | November 14, 2023 | 100% |
| Golden Matrix Group Beograd-Novi Beograd | Serbia | March 27, 2024 | 100% |
| Classics Holdings Co. Pty Ltd | Australia | August 1, 2024 | 80% |
| Subsidiary: Classics For A Cause Pty Ltd | Australia | August 1, 2024 | 100% owned by Classics Holdings |
| Companies under MeridianBet Group (Legal Acquiree / Accounting Acquirer) | |||
| Meridian Tech d.o.o. – Accounting Acquirer | Serbia | March 3, 2001* | |
| Subsidiary: Meridian Tech | Bosnia & Herzegovina | July 16, 2003 | 100% |
| Subsidiary: Meridian Bet Brcko | Bosnia & Herzegovina | November 11, 2022 | 100% |
| Subsidiary: Meridian Tech (PYT) LTD | South Africa | April 26, 2021 | 100% |
| Subsidiary: Meridianbet Brasil Ltda | Brazil | September 15, 2023 | 100% |
| Subsidiary: Meridian Gaming Brasil SPE Ltda | Brazil | August 1, 2024 | 70% |
| Subsidiary: Meridian Tech LLC, Nevada | USA | December 10, 2024 | 100% |
| MeridianBet – Accounting Acquirer | Montenegro | August 12, 2022* | |
| Subsidiary: Meridian Worldwide Ltd. ** | Cyprus | August 18, 2016 & September 3, 2024** | 100% |
| Subsidiary: Bit Tech Ltd. | Tanzania | June 8, 2017 | 100% |
| Meridian Gaming Holdings Ltd. – Accounting Acquirer | Malta | May 16, 2016** | |
| Subsidiary: Meridian Gaming Ltd. | Malta | May 9, 2007 | 100% |
| Subsidiary: My Best Odds BVBA | Belgium | August 30, 2011 | 100% |
| Subsidiary: Meridian Gaming S.A.C.** | Peru | April 29, 2016 & September 3, 2024** | 100% |
| Subsidiary: Fair Champions Meridian Ltd. | Cyprus | January 26, 2008 | 51% |
| Subsidiary: Meridian Global Consulting | Montenegro | March 1, 2022 | 100% |
| Subsidiary: Expanse Studios | Serbia | December 31, 2022 | 100% |
| Subsidiary: Media Games Malta Ltd. | Malta | August 1, 2024 | 100% |
| Meridian Gaming (CY) Ltd. – Accounting Acquirer | Cyprus | November 1, 2012* |
* The dates of incorporation for accounting Acquirer.
** Effective on September 3, 2024, the Company acquired the remaining 24.5% of Meridian Gaming S.A.C. Peru and the remaining 15.5% of Meridian Worldwide Ltd. Cyprus.
Intellectual Property
The Company’s intellectual property includes, among other things, extensive software-driven technological platforms, in-house developed games, licensed games, and GM-Ag Systems, the content of its websites, its registered domain names, registered and unregistered trademarks, certain trade secrets, and licenses. The Company believes that its intellectual property is an essential asset of its business and that its registered domain names and technology infrastructure will give it a competitive advantage in the marketplace. The Company relies on a combination of trademark, copyright and trade secret laws in the United States and foreign jurisdictions, as well as contractual provisions, to protect its proprietary technology and brands. The Company also relies on copyright laws to protect the appearance and design of its sites and applications, although to date it has not registered for copyright protection on any particular content. The Company has registered numerous Internet domain names related to its business in order to protect its proprietary interests. The efforts that the Company has taken to protect its intellectual property may not be sufficient or effective, and, despite these precautions, it may be possible for other parties to copy or otherwise obtain and use the content of the Company’s websites or its brand names without authorization.
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The Company’s primary registered software includes the following:
| (1) | “Bet Shop Manager”; | |
|---|---|---|
| (2) | “Vivify”; and | |
| (3) | “Smart Cat - Atlas.” | |
| The primary web properties of the Company include the following websites: | ||
| (1) | goldenmatrix.com; | |
| (2) | meridianbet.rs; | |
| (3) | meridianbet.co.tz; | |
| (4) | meridianbet.pe: | |
| (5) | meridianbet.ba; | |
| (6) | meridianbet.me; | |
| (7) | meridianbet.com.cy; | |
| (8) | meridianbet.com; | |
| (9) | meridianbet.be. | |
| (10) | rkingscompetitions.com | |
| (11) | classicsforacause.com.au | |
| (12) | mexplay.mx |
The Company’s primary trademark is “MeridianBet,” which is trademarked in the European Union, Belgium, Bosnia & Herzegovina, Cyprus, Malta, and Serbia, among other jurisdictions. Other registered trademarks include “Meridian” and “Expanse Studios.”
The information on, or that may be accessed through, the Company’s websites is not incorporated by reference into this filing and should not be considered a part of this filing.
The Extent to Which the Business Is or May Be Seasonal
Like many businesses in the gaming and betting industry, the Company experiences a degree of seasonality in its operations. In particular, its sports betting segment can be affected by the annual sports calendar. The months of late June and the first week of July tend to have less sports betting activity due to a decline in major sporting events during this period. This is because many prominent sports leagues, such as football (soccer) and basketball, conclude their seasons in the late spring, and there’s often a pause before other significant sporting events begin in mid-July and early October, respectively.
However, the Company has implemented strategic measures to attempt to mitigate these seasonal downturns and ensure steady revenue flow throughout the year:
| · | Diversified offerings: The Company has a comprehensive portfolio of betting options that include casino games, eSports, and virtual sports, all of which are not dependent on real-world sporting seasons. During quieter periods in the sports calendar, the Company intensifies the promotion of these other gaming products to attempt to maintain customer engagement and revenue. | |
|---|---|---|
| · | Cross-selling: By developing an in-depth understanding of its customer base, the Company is able to effectively cross-sell its various product offerings. When sports betting activities are low, it focuses on cross-selling efforts to promote other segments, primarily traditional casino games. | |
| · | Global market presence: Operating in multiple international markets allows the Company to benefit from different sports seasons across the world, which can offset seasonal slowdowns in certain regions such as Europe. |
Competition
The competitive landscape of the gaming industry where the Company operates is varied yet complex, shaped by various factors such as regulatory environments, market saturation and dynamics, technological advancements, and consumer behaviors. In each core market–- Serbia, Montenegro, Malta, and Cyprus–- the Company faces different levels of competition from several industry players, each with their own strategies and strengths.
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In Serbia, the competitive landscape includes five companies which, together with about ten other operators of marginal materiality, comprise the bulk of the market. Each competitor runs different business models based predominantly on capital intensive retail investments in slot technology, other gaming operations, and food-and-beverage and entertainment operations. Despite a relative diversity of competition, the Company believes that it differentiates itself by offering unique value propositions (a leading number of standard and live betting options as well as online casino games), advanced betting technologies, and superior customer service.
In Montenegro, the Company has three relevant competitors. As the oldest market player in Montenegro, the Company attempts to distinguish itself through an innovative product portfolio and a solid understanding of local market dynamics.
The situation in Malta is unique given its regulatory status as a global gaming hub and a high-stakes environment marked by intense competition from several industry leaders. Nevertheless, the Company believes it has a competitive advantage by leveraging its strong operational capabilities and adapting to the rapid market changes typical of such a dynamic industry hub.
In Cyprus, the Company faces off against five competitors of varying market relevance. In this challenging competitive scenario, it focuses on customizing its product offerings to cater to the unique tastes and preferences of the local customer base.
Irrespective of the geographical location, the Company operates in both online and retail segments. This dual-mode of operation allows the Company to serve a wider customer base, cater to different customer preferences, and remain resilient in the face of market uncertainties. In the online segment, the companies use advanced technologies to provide seamless and secure gaming experiences. In the retail segment, the Company focuses on building a network of strategically located betting shops to ensure easy accessibility for its customers.
Competition in the gaming industry is driven by several factors. These include, but are not limited to, (1) technological innovation, (2) the quality of customer service, (3) the variety and novelty of betting and casino games and options offered, (4) promotional strategies, (5) pricing, and (6) trustworthiness. Given the high level of competition, operators like the Company constantly innovate and refine their strategies to create competitive advantages and drive customer loyalty.
Drawing on two decades of industry experience, the Company believes that it understands the nuances of each market and is able to tailor its strategies in an effort to navigate the diverse competitive landscape. By focusing on its strengths and continuously enhancing its product offerings and service quality, the Company aims to maintain its competitive position in the gaming industry.
The Company has taken a proactive approach to protecting the market for locally licensed operators by working closely with its own local licensee (where relevant, other licensed operators, and local regulators and tax-collection agencies), all to ensure only licensed groups operate in its markets. These measures safeguard revenue collections for all three parties, meaning the local operators, the tax authorities, and the Company, by working to prevent unlicensed third parties from illegally competing for gaming customers and diverting the authorities’ attention from having to attempt to collect taxes on that competition. To date, these collaborative measures have not only reinforced the rule of law, but also resulted in ensuring the prompt flow of funds to taxing and regulatory authorities, and have had the effect of warding off any proposals by those authorities to increase taxes or fees on the local operators (and, by extension, the Company). That, in turn, has had the beneficial effect of allowing the local operators to keep their fees and charges low, ensuring that end-users will not become more attracted to black market offerings.
Dependence on One or a Few Major Customers
The Company, like almost all companies in the gaming industry, caters to a very broad and diverse customer base. The nature of the gaming sector is such that revenue is usually generated from a wide array of customers, as opposed to being concentrated in a single or a few major customers. This dispersion of customers minimizes the risk of revenue instability tied to any specific customer or group of customers.
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With operations spread across several geographical locations, including Serbia, Montenegro, Malta, and Cyprus, the Company’s customer base is distributed across these regions. The Company also maintains a diverse demographic of customers in terms of age, gaming preferences, and betting behaviors.
Moreover, the Company’s business model is designed to mitigate the dependence on a few significant customers. By offering a wide variety of games, betting options, and customer-focused services, the Company attracts a diverse group of customers, thus ensuring revenue continuity and stability.
Human Capital Resources
As a multinational technology company with over 1,200 employees located in more than 15 countries, we believe our business success is driven by our highly skilled workforce.
The charts below show our global employee population by region and operational function.
| Workforce by Region: | ||||
|---|---|---|---|---|
| Europe | 783 | |||
| Africa | 350 | |||
| North & South America | 45 | |||
| Australia | 24 | |||
| Workforce by Function: | ||||
| Cashiers | 70 | % | ||
| HQ Office | 25 | % | ||
| HQ Management | 5 | % |
We are committed to maintaining a working environment in which diversity and equality of opportunity are actively promoted and all unlawful discrimination is not tolerated. We are committed to ensuring employees are treated fairly and are not subjected to unfair or unlawful discrimination. We value diversity and to that end recognize the educational and business benefits of diversity amongst our employees, applicants, and other people with whom we have dealings.
The Company has an equity compensation plan in place to attract and retain valuable human resources.
Objective and Growth Strategy
Our objective in managing our resources is to ensure that we have sufficient liquidity to fund our operations and meet our growth objectives while maximizing returns to shareholders. Liquidity is necessary to meet (i) the working capital needs of our operations, (ii) fund our growth and expansion plans, and (iii) consummate strategic acquisitions. We have met, and plan to continue to meet, our cash requirements through our operations and sales of equity and debt securities. As to the funding of strategic acquisitions, we may issue additional debt in addition to raising funds through the sales of the Company’s capital stock.
The Company’s financial performance is subject to global economic conditions and their impact on levels of spending by consumers and customers, particularly discretionary spending for entertainment, gaming and leisure activities. Economic recessions may have adverse consequences across industries, including the global entertainment and gaming industries, which may adversely affect the Company’s business and financial condition. As a result of rising interest rates and inflation, there is substantial uncertainty about the strength of the global economies. In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy, and increases in inflation and interest rates, as are being currently experienced, may reduce users’ disposable income and/or lead to recessions.
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We believe that our business will continue to be resilient through a continued economic downturn or recession, or slowing or stalled recovery therefrom, and that we have the liquidity to address the Company’s financial obligations and alleviate possible adverse effects on the Company’s business, financial condition, results of operations or prospects.
Key elements of our growth strategy include plans to:
| · | Continue to invest in our people, technology, products and encouraging innovation. | |
|---|---|---|
| · | Work to maintain organic revenue growth in all B2C markets. | |
| · | Streamline business operations, improving processes identifying cost synergies and focusing on improving overall margins. | |
| · | Execute on our roadmap and strategic business plans with diversity of gaming products, differentiated product strategy and cross-platform initiatives. | |
| · | Expand our global reach by obtaining gaming licenses in existing and newly regulated markets within the Sportsbook and igaming industries. | |
| · | Scale the distribution of our internally developed games from Expanse Studios. | |
| · | Support our existing customers via artificial intelligence (AI) tools and loyalty programs available via our recently updated technology systems. | |
| · | Complete our 5th generation gaming software with improvements in metrics. | |
| · | Expand our global reach by securing new gaming distributors, casino and sportsbook operator customers in existing and newly regulated markets. | |
| · | Invest in sales and marketing initiatives to aggressively pursue new deployment opportunities in developing markets such as Africa and Central and South America, as well as exploring opportunities in the U.S. | |
| · | Invest in sales and marketing initiatives to drive customers to our platforms in Europe, Asia, Africa and Central and South America. | |
| · | Expand the prizes and prize options available to customers on our tournament platforms. | |
| · | Pursue acquisitions of accretive and synergistic companies and assets with the goal of expanding our competitive position in the markets in which we operate. |
The Company does not intend to make significant investments (except for potential acquisitions) to support our business growth strategy. We believe that our business model is highly scalable and our existing resources can be leveraged to (i) develop new offerings and features, (ii) enhance our existing platform, and (iii) improve our operating infrastructure.
The Company may face significant costs with respect to legal fees incurred in the applications for licenses, continued regulatory requirements, and legal representation.
Our ability to obtain additional capital will depend on our business plans, investor demand, our operating performance, capital markets conditions and other factors. 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, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be adversely affected, and our business may be harmed.
We may acquire other businesses, and our business may be detrimentally affected if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions.
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As part of our business strategy, we intend to make acquisitions of new or complementary businesses, products, brands, or technologies. In some cases, the costs of such acquisitions may be substantial, including the costs of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities or may be unable to obtain the required financing or regulatory approvals, and therefore we may be unable to complete such acquisitions or strategic investments on favorable terms. We may pursue acquisitions that our investors may not agree with, and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. In addition, if we fail to successfully close transactions, integrate new technology or operational teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed.
Use of Artificial Intelligence
The Company utilizes artificial intelligence (“AI”) as part of its product offering to enhance user experience through personalized recommendations across its sportsbook and online casino platforms.
The Company’s AI systems analyze historical player activity, including betting behavior, gameplay patterns, session frequency, and user interaction data, in order to generate recommendations tailored to individual user preferences. These systems are designed to improve content discovery and user engagement but do not automate or execute transactions on behalf of users.
The Company currently deploys the following AI-based systems:
| · | AI Recommender for Sports Events, which provides suggestions for sports events of potential interest to users; | |
|---|---|---|
| · | AI Recommender for Bets, which suggests betting options based on prior user activity; and | |
| · | AI Recommender for Online Casino, which recommends games based on historical gameplay behavior. |
These recommendation features are accessible through a dedicated interface and are activated only upon user interaction.
Technology and Data
The Company’s AI systems are based on a combination of internally developed models and established machine learning techniques implemented using commercially available and open-source frameworks.
The algorithms primarily rely on statistical and machine learning methods such as collaborative filtering, behavioral clustering, and predictive modeling. The Company does not currently utilize generative artificial intelligence models for customer-facing functionalities.
The models are trained on anonymized and aggregated historical data derived from user activity on the Company’s platforms. The Company does not use third-party personal data for training its AI systems.
Where open-source libraries or tools are used, such components are subject to internal review, testing, and approval processes prior to deployment.
Model Validation and Oversight
The Company maintains internal processes designed to monitor and validate the performance of its AI systems. These processes include:
| · | periodic evaluation of model performance against predefined relevance and accuracy metrics; | |
|---|---|---|
| · | monitoring of user engagement and feedback related to recommendations; |
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| · | controlled deployment of model updates, including A/B testing; | |
|---|---|---|
| · | ongoing review of system outputs by technical personnel. |
Because the Company’s AI systems are limited to recommendation use cases and do not generate autonomous content, the risk of algorithmic hallucinations is considered limited. However, the Company continuously monitors system outputs to maintain relevance, consistency, and appropriateness.
Business Impact of AI
The Company considers AI-driven personalization to be an enhancement to its core products. While these systems contribute to user engagement and retention, AI is not currently a standalone product offering and does not represent a material dependency for the Company’s operations.
The Company continues to evaluate potential future applications of AI; however, there can be no assurance that such initiatives will result in material benefits.
Governmental Regulations
I. General
The Company operates within a diverse regulatory environment across key markets. In general, gambling activities are controlled by a specific regulatory authority in each country, usually as a separate and autonomous public body. Such regulatory bodies are generally, in turn, subject to the authority of the subject country’s Ministry of Finance or equivalent. These regulatory bodies are responsible for supervising the granting and revocation of licenses, inspecting retail premises and digital conditions of websites designated for providing betting and gaming services, and ensuring compliance with rules and regulations.
Prohibitions and sanctions in the regulatory landscape are generally similar across jurisdictions. In the event of noncompliance, regulatory authorities have various enforcement measures at their disposal. These measures may include sending compliance warnings and adherence requests, imposing financial fines, imposing temporary or permanent prohibitions on operations, seizing assets through bank guarantees, and mandating fines.
This regulatory framework also empowers commissions to inspect premises and take necessary actions if noncompliance is identified. This may involve temporarily or permanently closing facilities and seizing equipment to ensure compliance with regulatory requirements.
II. Overview of the Licensing System
The licensing system varies across jurisdictions but generally involves a thorough evaluation of applicant suitability and adherence to regulatory requirements. Licenses are typically granted by the regulatory authority after satisfying specific conditions and meeting the necessary criteria.
These conditions may include, but are not limited to, conducting background checks on the applicant, ensuring financial stability, conducting a personal fit-and-proper test of the entity’s ultimate beneficial owner, designated directors and key management, and insisting the applicant demonstrate compliance with anti-money laundering regulations, implement responsible gaming measures, and provide secure and fair gaming environments for players (technical checks of the platform and services such as random number generator (RNG) certifications).
Sanctions for noncompliance with licensing requirements can range from warnings and fines to temporary or permanent revocation of licenses. Additionally, regulatory authorities may have the power to impose other penalties, such as seizing assets or imposing mandatory fines.
The Company closely monitors the evolving regulatory landscape in each jurisdiction where it operates in order to comply with such rules. By maintaining proactive engagement with regulators, staying abreast of legal and regulatory developments, and implementing robust compliance measures, the Company demonstrates a commitment to responsible and compliant operations.
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i. License information – B2C Operations
The Company operates its sports betting and casino products and offering via the MeridianBet desktop, mobile website, and/or mobile apps, as well as retail betting shops, in the following jurisdictions: Serbia, Bosnia – Herzegovina, Montenegro, Cyprus, Malta, Belgium, Tanzania, Peru, Mexico, and Brazil, pursuant to licenses granted by the gaming commissions of these jurisdictions.
In Serbia, gambling activities are regulated by the Law on Games of Chance. The Game of Chance Administration grants and revokes licenses, inspects premises, and ensures compliance with rules and regulations. The Company holds licenses for betting, slot machines, and online operations and they are renewable every 10 years.
In Bosnia – Herzegovina, gambling is regulated by the Law on Games of Chance adopted by both country’s entities, Republika Srpska and Federation of Bosnia and Herzegovina. The gaming administration issues and revokes licenses, regulates gambling operators, and conducts inspections. The Company holds licenses for betting, slot machines, and online betting and gaming, and they are renewable every 5 years.
In Tanzania, the sector is regulated by the provisions of the Gaming Act. The Gaming Board of Tanzania issues licenses for remote and non-remote gambling, betting, and gaming. The Company holds licenses for principal sports betting and internet casino operations and they are awarded on an annual basis.
The Ministry of Finance of Montenegro issues licenses for gambling operations. The Company holds licenses for land-based sports betting and slot machines, as well as a license for online gaming, all of which are subject to renewal every eight years.
The Belgian Gaming Commission grants licenses for online sports betting and online slot machine arcades, each with a nine-year renewal period.
The National Betting Authority in Cyprus grants Class A and Class B licenses for retail and online betting. The Company holds licenses that are renewable every two years.
The Malta Gaming Authority (MGA) grants licenses for retail and online betting. The Company holds licenses for remote and non-remote gambling. The Company’s proprietary software is licensed under a B2B license, and it also owns a Critical Gaming Supply License, renewable every 10 years.
In Brazil, the authority responsible for granting licenses for both retail and online betting is the Secretariat of Prizes and Bets (SPA), which operates under the Ministry of Finance. Licenses are valid until December 31, 2029, with each operator required to pay a R$30 million (approximately $5 million) licensing fee.
The Western Cape Gambling and Racing Board (WCGRB) in South Africa grants licenses for sports betting and casino operations. The Company holds licenses from the WCGRB that are awarded on an annual basis.
Gambling activities in Mexico are regulated by the Ley Federal de Juegos y Sorteos (the “Gaming Law”), and the Reglamento de la Ley Federal de Juegos y Sorteos (the “Gaming Regulations”). The competent authority in charge of enforcing said framework is the Dirección General de Juegos y Sorteos of the Mexican Ministry of Interior (“SEGOB”). Under the applicable legal regime, gambling activities may only be conducted by entities holding a valid permit granted by SEGOB (a “Permit Holder”).
Although Mexican legislation does not provide for a standalone online gaming license, Article 85 of the Gaming Regulations expressly allows Permit Holders to conduct betting activities through electronic means, including via internet domains, provided that the corresponding domain authorization is obtained.
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Producciones Moviles, S.A. de C.V. is the holder of the Federal Gaming Permit No. DGAJS/SCEVF/P-06/2005 (the “Permit”), duly issued by SEGOB. As Permit Holder, Producciones Moviles is legally authorized to operate land-based gaming establishments and to conduct online betting activities within the scope of its Permit. The Permit is valid until May 24, 2030. Furthermore, SEGOB authorized Unocapali La Paz Operadora, S.A. de C.V. to act as gaming operator under the Permit, pursuant to the official resolution No. DGJS/1580/2021 (the “Operator Authorization”).
Under Mexican gaming practice, the relationship between a Permit Holder and its authorized operator functions similarly to a master license holder and a sub-licensee.
Golden Matrix MX S.A. de C.V. (the “Mexplay”) maintains a contractual relationship with Unocapali under a Treasury Agreement through which Unocapali delegates to the Company certain operational, technical, treasury, and administrative functions, including the management of player funds (deposits and withdrawals), the provision of platform maintenance, software updates, and customer support, as well as the authority to enter into agreements with service providers on Unocapali’s behalf.
Mexplay operates on behalf of and under the authorization of Unocapali, and all activities performed by the Company are contractually required to comply with the Gaming Law, the Gaming Regulations and all applicable Mexican legislation. Mexican law allows authorized operators to engage third parties for operational, technological, treasury and administrative services provided that regulatory responsibility remains with the Permit Holder and its Authorized Operator which is the case in this structure.
In Great Britain, online gaming and sports betting is subject to the Gambling Act 2005 (the “GA2005”), as amended by the Gambling (Licensing and Advertising) Act 2014, and the regulations promulgated thereunder. Under the GA2005, entities wishing to offer online sports betting and/or online casino services to persons located in Great Britain must first obtain a remote gambling operating license from the Gambling Commission. Through RKingsCompetitions, Ltd, we do not offer online sports betting and/or online casino services; however, we do offer pay to enter prize competitions which are not gambling or a lottery. Section 14 of GA2005 indicates that prize competitions that require entrants to demonstrate a sufficient amount of skill, knowledge or judgment to have a chance of winning are subject to GA2005; however, we rely on the exemption under Schedule 2 of GA2005 by providing participants with a route to free entry to the competitions and are therefore, not subject to GA2005 through the Schedule 2 exemption. A free entry route to the competition is also compulsory for these competitions to be legal in Northern Ireland (see below).
In the Republic of Ireland, the relevant law relating to online gaming is the Gaming and Lotteries Act of 1956, as amended by the Gaming and Lotteries (Amendment) act of 2019. The Gaming and Lotteries Act recently underwent significant amendments by way of the Gaming and Lotteries (Amendment) Act 2019 (2019 Act), which came into force on December 1, 2020. The 2019 Act introduced a cohesive licensing regime for gaming, such that any gaming is considered unlawful if it is not subject to a gaming permit or a gaming license. The 2019 Act has also introduced a coherent licensing and permit regime for lotteries. Previously, an exemption existed for private lotteries in certain limited circumstances. The 2019 Act has removed a prior exemption, meaning that such lotteries can only proceed under a license or a permit. However, if a free entry route to the competition is provided, or a question is asked so that the competition is not a game of chance, it will not be a lottery and not subject to the 2019 Act. RKingsCompetitions, Ltd’s competitions are open to residents of the United Kingdom and the Republic of Ireland and the competitions have both a random simple level question of basic intellectual acumen that is asked to elicit a simple basic level of responses as well as a free entry route, therefore RKingsCompetitions, Ltd’s competitions are not considered lotteries and are exempt from 2019 Act.
ii. License information – franchise operations
In addition to the Company’s online sports betting product offerings, it also operates in the following countries through a franchise model: Seychelles, Mozambique, Cameroon, Zambia, the Republic of the Congo, and the Democratic Republic of the Congo.
Through its franchise model, the Company licenses its sports betting technology and provides a range of complementary services to local partners. This model allows the Company to expand its operations and deliver services to a wider customer base while ensuring regulatory compliance and maintaining the highest standards of integrity and responsible gaming practices.
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iii. License information – B2B Operations
Regulatory requirements applicable to online gaming and related software services vary by jurisdiction. Based on the Company’s current operations and the jurisdictions in which it conducts business, the Company is not presently required to hold a gambling license to provide the GM-Ag System or distribute third-party gaming software. However, changes in applicable laws, regulations or interpretations thereof could result in additional licensing requirements in the future.
III. Compliance
The Company has policies and procedures in place to ensure compliance with legal and regulatory standards. The Company actively monitors underage gambling and exploits to vulnerable customers, and takes steps to address problematic gaming. The Company promotes responsible gambling, fair and credible products and services, and implements security measures against fraudulent behavior and gaming addiction. The Company also strictly prohibits access by minors and provides self-protection measures for customers.
IV. Responsible and Safer Gaming Policies and Standards
The Company is committed to responsible gambling, encompassing various aspects, to ensure a safe and transparent gaming environment. By implementing strict corporate standards, the Company prioritizes fair and credible products and services, working to protect player’s privacy and ensuring responsible processing of payment data. The Company’s vigilant monitoring seeks to prevent fraudulent behavior, complying with national and European Union anti-money laundering directives.