UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-K

____________________________

(Mark One)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41326

Meridian Holdings Inc. (Formerly Known as Golden Matrix Group, Inc.) (Exact name of registrant as specified in its charter)

Nevada		46-1814729
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3651 Lindell Road, Suite D131, Las Vegas, NV		89103
3651 Lindell Road, Suite D555, Las Vegas, NV		89103
(Address of principal offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 318-7548

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 Par Value Per Share		~~GMGI~~MRDN		The NASDAQ Stock Market LLC(The NASDAQ Capital Market)

Securities registered pursuant to section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: ☐ Yes ☒ No

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

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

On June 30, ~~2024~~2025, the last day of the registrant’s most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $4836,~~238~~067,~~927~~350, based upon the closing price of the registrant’s Common Stock on the Nasdaq Capital Market of $220.4740 on June 2830, ~~2024~~2025, the last trading day prior to June 30, ~~2024~~2025. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.

As of March 2431, ~~2025~~2026, the registrant had ~~132~~12,~~087~~641,~~080~~023 shares of its ~~Common~~common ~~Stock~~stock, $0.00001 par value, outstanding, ~~(not~~after ~~including~~giving ~~918,375~~effect ~~shares~~to ofthe ~~common~~Reverse ~~stock~~Stock ~~that~~Split ~~are~~(discussed ~~expected~~below). toThis beamount ~~issued~~excludes shares of common stock issuable upon the settlement of ~~Restricted~~restricted ~~Stock~~stock ~~Units~~units ~~which~~that ~~will~~are expected to vest upon the filing of this Annual Report).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its ~~2025~~2026 Annual Meeting of Stockholders, or the Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof.

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		4
REVERSE STOCK SPLIT AND NAME CHANGE		1
PART I		6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
ITEM 1. BUSINESS		6
PART I
ITEM 1A. RISK FACTORS		27
ITEM 1. BUSINESS.		4
ITEM 1B. UNRESOLVED STAFF COMMENTS		67
ITEM 1A. RISK FACTORS.		22
ITEM 1C. CYBERSECURITY		67
ITEM 1B. UNRESOLVED STAFF COMMENTS.		62
ITEM 2. PROPERTIES		68
ITEM 1C. CYBERSECURITY.		62
ITEM 3. LEGAL PROCEEDINGS		69
ITEM 2. PROPERTIES.		63
ITEM 4. MINE SAFETY DISCLOSURES		69
ITEM 3. LEGAL PROCEEDINGS.		64
PART II		70
ITEM 4. MINE SAFETY DISCLOSURES.		65
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.		70
PART II
ITEM 6. [RESERVED]		72
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.		66
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.		72
ITEM 6. [RESERVED]		67
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		80
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.		67
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		F-1
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.		77
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		81
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.		F-1
ITEM 9A. CONTROLS AND PROCEDURES		81
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON. ACCOUNTING AND FINANCIAL DISCLOSURE.		78
ITEM 9B. OTHER INFORMATION.		82
ITEM 9A. CONTROLS AND PROCEDURES.		78
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.		82
ITEM 9B. OTHER INFORMATION.		79
PART III		83
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.		79
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		83
PART III
ITEM 11. EXECUTIVE COMPENSATION		83
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.		80
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.		83
ITEM 11. EXECUTIVE COMPENSATION.		80
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		83
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.		80
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		83
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.		80
PART IV		84
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.		80
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		84
PART IV
ITEM 16. FORM 10–K SUMMARY		90
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.		81
SIGNATURES		91
ITEM 16. FORM 10–K SUMMARY.		88
SIGNATURES		89

3i 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 of the common stock or preferred stock of the Company or the authorized or outstanding shares of preferred stock of the Company in connection with the Reverse Split; provided that the conversion ratio of such preferred stock was adjusted equitably in connection with the Reverse Split.

In addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans) were proportionately adjusted by the applicable administrator, using the 1-for-12 ratio, and rounded down to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the Company’s equity plans. The conversion rates of our preferred stock will also be adjusted in a ratio of 1-for-12. The number of shares issuable upon exercise of our outstanding warrants to purchase shares of common stock outstanding at the Effective Time was also equitably adjusted pursuant to the terms of such securities in connection with the 1-for-12 Reverse Split. In addition, the exercise price for each outstanding stock option and warrant will be increased in inverse proportion to the 1-for-12 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant will remain approximately the same as the aggregate exercise price prior to the Reverse Split, subject to the terms of such securities.

The effects of the Reverse Split and Name Change have been retroactively affected throughout this Report, unless otherwise stated.

Cautionary Statement Regarding Forward-Looking Statements

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

·1 ~~our~~Table 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 (as defined below) acquisition; · dilution caused by the conversion of outstanding preferred stock, convertible notes and warrants, and/or acquisitions; · the Company’s ability to complete acquisitions, and the available funding for such acquisitions, disruptions caused by acquisitions, and other risks associated therewith; · the reliance on suppliers of third-party gaming content and the cost of such content; · the ability of the Company to obtain additional gaming licenses and maintain existing gaming licenses; · the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; · the ability of the Company to manage growth; · the Company’s expectations for future growth, revenues, and profitability; · the Company’s expectations regarding future plans and timing thereof; · the Company’s reliance on its management; · the fact that Aleksandar Milovanović has voting control over the Company; · related party relationships as well as conflicts of interest related thereto; · the potential effect of economic downturns, recessions, changes in interest rates and inflation, and market conditions, including recessions, decreases in discretionary spending and therefore demand for our products, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects as a result of increased inflation, increasing interest rates, global conflicts and other events;Contents

4· ~~Table~~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 (as defined below) acquisition; · dilution caused by the conversion of ~~Contents~~outstanding debt, preferred stock, and warrants, and/or acquisitions; · the Company’s ability to complete acquisitions, and the available funding for such acquisitions, disruptions caused by acquisitions, and other risks associated therewith; · the reliance on suppliers of third-party gaming content and the cost of such content; · the ability of the Company to obtain additional gaming licenses and maintain existing gaming licenses; · the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; · the ability of the Company to manage growth; · the Company’s expectations for future growth, revenues, and profitability; · the Company’s expectations regarding future plans and timing thereof; · the Company’s reliance on its management; · the fact that Aleksandar Milovanović has voting control over the Company; · related party relationships as well as conflicts of interest related thereto; · the potential effect of economic downturns, recessions, changes in interest rates and inflation, and market conditions, including recessions, decreases in discretionary spending and therefore demand for our products, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects as a result of increased inflation, increasing interest rates, global conflicts and other events; · the Company’s ability to protect its proprietary information and intellectual property (IP); · the ability of the Company to compete in its market; · the effect of current and future regulation, the Company’s ability to comply with regulations (both current and future) and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; · the risks associated with gaming fraud, user cheating and cyber-attacks;

·2 ~~the~~Table ~~Company’s ability to protect its proprietary information and intellectual property (IP); · the ability~~ of the Company to compete in its market; · the effect of current and future regulation, the Company’s ability to comply with regulations (both current and future) and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; · the risks associated with gaming fraud, user cheating and cyber-attacks; · risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely, as well as cybersecurity and hacking risks; · risks relating to inventory management; · foreign exchange and currency risks; · the outcome of contingencies, including legal proceedings in the normal course of business; · the ability to compete against existing and new competitors; · the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; · general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products, including potential recessions and global economic slowdowns; · the risk of loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations; principally from receivables from customers and transactions with financial institutions with which the Company deposits its surplus funds or mandatory deposits of funds for licensing purposes; · the risk that the Company will have difficulty meeting its obligations associated with its financial liabilities that are settled by delivering cash or another financial asset; · the risk that changes in market prices – such as foreign exchange rates and interest rates, will affect the Company’s income or the value of its holdings of financial instruments; · the risks relating to protection of the players’ deposits; · Risks that participants in a sports event intentionally lose or alter the outcome, leading to an unexpected outcome and potentially resulting in a higher payout than expected; and · Those risks set forth below under “Item 1A. Risk Factors”, below.Contents

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

	·	risks relating to inventory management;

	·	foreign exchange and currency risks;

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

	·	the ability to compete against existing and new competitors;

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

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

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

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

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

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

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

	·	Those risks set forth below under “Item 1A. Risk Factors”, below.

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

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

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

53 Table of Contents

PART I

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 ~~Golden~~Meridian ~~Matrix~~Holdings ~~Group,~~ Inc., is also based on our good faith estimates.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,”, and “~~GMGI~~MRDN” in this Report refer specifically to ~~Golden~~Meridian ~~Matrix~~Holdings ~~Group,~~ Inc., and its consolidated subsidiaries. References herein to “Golden Matrix” refer to the Company prior to the closing of the ~~Meridian~~MeridianBet Purchase Agreement (discussed below).

In addition, unless the context otherwise requires and for the purposes of this report only:

•· “~~AUD” means Australian dollars; • “~~Exchange Act” refers to the Securities Exchange Act of 1934, as amended; •· “Euro” or “€” refers to the Euro, the official currency of the majority of the member states of the European Union; • “GBP” or “£” means Pounds Sterling or Great British Pounds; • “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~~; and • “USD” or “$” means United States dollars~~.

~~All~~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.

64 Table of Contents

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://~~goldenmatrix~~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, ~~under~~originally ~~the~~operating ~~name~~as ~~Ibex~~a ~~Resources Corp. The Company’s business at the time was~~ mining and ~~exploration of~~ mineral ~~properties. In October 2009, the Company changed its name to Source Gold Corp, remaining in the business of acquiring~~ exploration ~~and~~company ~~development~~under ~~stage~~various ~~mineral properties~~names. In April 2016, the Company changed its name to Golden Matrix Group, Inc., ~~changing~~and ~~the~~transitioned ~~direction~~its ~~of the Company’s~~ business to focus onfrom ~~software technology. The Company previously held~~ mining ~~assets~~, ~~which~~to itsoftware notechnology ~~longer~~and ~~owns~~online gaming. All legacy mining ~~claims and~~ assets were subsequently disposed of, and~~/or~~ ~~transferred in exchange for~~ the ~~cancellation~~Company ofno ~~convertible~~longer ~~notes~~owns ~~held~~any bymining-related ~~various note holders~~properties.

~~Luxor~~Between ~~Asset~~2016 ~~Purchase~~and ~~Agreement~~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.

OnKey ~~February~~acquisitions ~~22,~~during ~~2016,~~this ~~Golden~~period ~~Matrix~~included ~~entered~~gaming ~~into~~technology anassets ~~Asset~~used ~~Purchase~~to ~~Agreement~~develop ~~with~~the ~~Luxor~~Company’s ~~Capital,~~business-to-business ~~LLC~~ (~~“Luxor”~~B2B) platform, athe ~~Nevada~~purchase ~~limited~~of ~~liability~~licensed ~~corporation,~~and ~~which~~operating isentities ~~wholly-owned~~in byAustralia, the ~~Company’s~~United ~~Chief~~Kingdom, ~~Executive Officer~~ and ~~Director~~Mexico, ~~Anthony~~and ~~Brian~~the ~~Goodman.~~establishment ~~Golden~~of ~~Matrix~~the ~~purchased~~Company’s ~~certain~~proprietary ~~intellectual property relating~~ business-to-consumer ~~gaming~~ (~~“Gaming IP”~~B2C), ~~along~~online ~~with~~casino ~~the~~operations ~~“know~~in ~~how” of that Gaming IP from Luxor~~Mexico. InThe ~~consideration for the purchase, Golden Matrix agreed to issue 74 shares of the~~ Company’s ~~Common~~also ~~Stock~~acquired and aconsolidated ~~Convertible~~full ~~Promissory~~ownership ~~Note in the amount~~ of ~~$2,374,712.~~certain Onoperating ~~February~~subsidiaries ~~26,~~to ~~2016,~~streamline 60its ~~shares~~organizational ~~were~~structure ~~issued~~and tosupport ~~Luxor~~international growth.

~~GM2~~Certain ~~Asset~~of ~~Purchase~~these ~~Agreement~~transactions involved related parties and were approved by the Company’s Board of Directors and Audit Committee in accordance with corporate governance requirements.

OnThese ~~February~~acquisitions ~~28,~~laid ~~2018,~~the ~~Golden~~foundation ~~Matrix~~for ~~entered into an Asset Purchase Agreement with Luxor. Pursuant to~~ the ~~Asset~~Company’s ~~Purchase~~transition ~~Agreement,~~into ~~Golden Matrix purchased certain intellectual property and know-how relating to~~ a ~~proprietary~~diversified global gaming ~~solution from Luxor (the “GM2 Asset”), in exchange, Golden Matrix issued 4,166,667 shares of common stock,~~ and antechnology ~~Earn~~group Out Payment calculated at 50% of the revenues generated by the GM2 Asset during the 12-month period from March 1, 2018 to February 28, 2019. A convertible note was required to be issued to Luxor before April 30, 2019, was to bear interest at the rate of 4% per annum and bepositioned ~~convertible into shares of~~ the Company’s ~~common~~for ~~stock~~its attransformational aacquisition ~~conversion price equal to the average~~ of the ~~seven~~MeridianBet ~~trading~~Group ~~days~~in ~~closing~~2023, ~~prices~~as ondiscussed ~~the date prior to conversion~~below. ~~The GM2 Asset included all source code and documentation.~~

GTG Purchase Agreement

On January 19, 2021, Golden Matrix acquired 100% ownership of Global Technology Group Pty Ltd (GTG), an Australian company. GTG had an Alderney Gambling Control Commission (“AGCC”) license (an AGCC Category 2 Associate Certificate) at the time of acquisition. The license expired on December 10, 2024. GTG was wholly-owned by Anthony Brian Goodman, our Chief Executive Officer and director. The purchase price was 85,000 Pounds Sterling (£) (approximately $113,000). On March 22, 2021, the Company paid Mr. Goodman $115,314 USD (equivalent to 85,000 GBP), for the acquisition of GTG.

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RKings Purchase Agreement

On November 29, 2021, Golden Matrix entered into a Sale and Purchase Agreement of Ordinary Issued Share Capital (the “RKings Purchase Agreement”), to acquire an 80% ownership interest in RKingsCompetitions Ltd, a private limited company formed under the laws of Northern Ireland (the “RKings”) from Mark Weir and Paul Hardman, individuals (each a “RKings Seller” and collectively the “RKings Sellers”), the owners of 100% of the ordinary issued share capital of RKings. On December 6, 2021, Golden Matrix closed the purchase of an 80% interest in RKings, which had an effective date of November 1, 2021.

On October 27, 2022, Golden Matrix exercised its Buyout Right by providing written notice to the minority owners of RKings. In connection with such exercise, Golden Matrix agreed to pay minority owners in total $1,323,552, which would be satisfied by the issuance by Golden Matrix to the minority owners 165,444 shares of restricted common stock of the Company (with such shares being valued at $8.00 per share pursuant to the terms of the Shareholders Agreement). On November 4, 2022, 165,444 restricted shares were issued to the minority owners. On November 30, 2022, RKings filed a confirmation statement with UK’s Companies House pursuant to which the 20% minority shares of RKings were transferred to Golden Matrix effective on November 4, 2022.

Golden Matrix MX

On July 11, 2022, Golden Matrix entered into a Share Purchase Agreement to acquire 99.99% of the stock of Golden Matrix MX, S.A. DE C.V. (“Golden Matrix MX”), a then newly formed shell company incorporated in Mexico for nominal consideration. Golden Matrix MX had no assets or operations at the time of the acquisition and was formed for the benefit of Golden Matrix, for the sole purpose of operating an online casino in Mexico. The acquisition closed on September 7, 2022. Golden Matrix launched its licensed proprietary B2C online casino in Mexico on November 1, 2022, via its majority-owned subsidiary Golden Matrix MX. The online casino, Mexplay, (www.mexplay.mx), is an online site in Mexico which features an extensive number of table games, slots, as well as a sportsbook, and offers tournament competition prizes similar to those offered by RKings.

GMG Purchase Agreement

On October 17, 2022, effective August 1, 2022, Golden Matrix entered into a Stock Purchase Agreement (the “GMG Purchase Agreement”), to acquire a 100% ownership interest in GMG Assets Limited (“GMG Assets”), a private limited company formed under the laws of Northern Ireland from Aaron Johnston and Mark Weir, individuals, the owners of 100% of the ordinary issued share capital (100 Ordinary Shares) of GMG Assets (the “GMG Sellers”). At the time of our entry into the GMG Purchase Agreement, Aaron Johnston was a Board Member of the Company, and Mark Weir was a 10% Shareholder in RKings, of which Golden Matrix then held 80%, and as such are both related parties to the Company. Pursuant to the GMG Purchase Agreement, which was approved by the Company’s Board of Directors and the Audit Committee of the Board of Directors, Golden Matrix agreed to pay the GMG Sellers 25,000 British pound sterling (GBP) (approximately $29,000) for 100% of GMG Assets, which represented the combined costs paid by the GMG Sellers to form GMG Assets. GMG Assets was formed for the sole purpose of facilitating the Company’s operation of RKings and to facilitate cash alternative offers for winners of prizes within RKings’ business.

MeridianBet Acquisition

On January 11, 2023, weGolden 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 “~~Original~~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”).

8On ~~Table~~April 9, 2024 (the “Closing Date”), Golden Matrix closed the acquisition of ~~Contents~~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.

~~Subsequent~~5 toTable ~~the parties’ entry into the Original Purchase Agreement, the parties continued to discuss the consideration payable by the Company to the Meridian Sellers, the breakdown between cash and equity~~ of such consideration, the timing for the payment of such consideration, and the number of closings, and after such discussions, the parties determined to amend and restate the Original Purchase Agreement, to adjust such consideration breakdown, the timing of payments in connection therewith, the number of closings, to extend certain required deadlines set forth in the Original Purchase Agreement, and make various other changes to the Original Agreement.Contents

InPursuant ~~connection~~to ~~therewith,~~the onterms ~~June~~of ~~28,~~the ~~2023~~MeridianBet Purchase Agreement, we ~~entered~~were ~~into~~also anrequired ~~Amended~~to ~~and~~pay ~~Restated~~the ~~Sale~~Meridian ~~and~~Sellers: ~~Purchase~~(1) ~~Agreement~~$18 million in cash by April 26, 2024 (the “Deferred Cash Consideration”); (2) the additional sum of ~~Share~~(i) ~~Capital~~$5,000,000 ~~dated~~and ~~June~~(ii) 27416,666 ~~2023~~restricted shares of common stock (collectively, the ~~Amended~~“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 ~~Restated~~only ~~Sale~~if) the Company determined certain post-closing conditions were met; and ~~Purchase~~(3) ~~Agreement~~the additional sum of ~~Share~~$20,000,000 ~~Capital~~of which $10,000,000 aswas ~~amended~~due ~~from~~12 ~~time~~months toafter ~~time~~the closing date and $10,000,000 was due 18 months after the closing date (“~~Meridian~~18 ~~Purchase~~Month ~~Agreement~~Non-Contingent Post-Closing Cash Consideration”).

OnAdditional ~~April~~information 9,regarding ~~2024,~~ the ~~Meridian~~payment ~~Purchase~~of ~~closed~~amounts ~~(the~~due ~~“Meridian~~under ~~Purchase”)~~the ~~and we acquired 100% of~~ MeridianBet ~~Group,~~Purchase ~~effective~~Agreement ~~for~~and ~~all~~amount ~~purposes~~owed as of ~~April~~December 131, ~~2024. MeridianBet Group operates online sports betting~~2025, ~~online casino, and gaming operations and~~ is ~~currently~~included ~~licensed and operating~~ in ~~more~~“Note ~~than~~22 15– ~~jurisdictions~~MeridianBet ~~across~~Group ~~Europe, Africa and Central and South America. In connection with the~~ Purchase, onAgreement” ~~April~~in ~~9, 2024, we (A) issued 82,141,857 restricted shares of~~ the ~~Company’s~~notes ~~common stock~~ to the ~~Meridian~~financial ~~Sellers~~statements ~~(the~~included ~~“Closing~~under ~~Shares”) and 1,000 shares of the Company’s Series C Preferred Stock (the~~ “~~Series~~Item C8. ~~Preferred~~Financial ~~Stock”);~~Statements ~~(B) paid the Meridian Sellers $12 million in cash;~~ and ~~(C)~~Supplementary ~~issued the Meridian Sellers $15 million in Promissory Notes (the “Notes~~Data”), ~~payable $13,125,000 to Milovanović, $1,250,000 to Milošević, and $625,000 to Snežana Božović~~below.

~~Pursuant~~Classics toFor ~~the~~a ~~terms~~Cause of the Meridian 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) 5,000,000 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 is due 12 months after the closing date and $10,000,000 is due 18 months after the closing date (“Non-Contingent Post-Closing Cash Consideration”).Exchange

~~Promissory~~On ~~Notes~~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.

~~The~~Corporate ~~Notes~~Reorganization inFollowing the ~~aggregate~~MeridianBet amount of $15,000,000 accrue interest at seven percent (7%) per annum (twelve percent (12%) upon the occurrence of an event of default); with monthly interest payments of all accrued interest due on the first day of each calendar month until the maturity date of such Notes; and provide for all outstanding principal and unpaid interest due and payable in full 24 months after the closing date. If we fail to make any payment of principal, interest or other amount due under the Notes within three business days of the date due and payable, we agreed to pay the holder of the Note a late charge equal to 8% of the amount of such payment which was not paid.Acquisition

~~Nominating~~Following the completion of the MeridianBet Acquisition, MeridianBet became the Company’s primary operating platform and ~~Voting~~the ~~Agreement~~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.

~~On April 9~~Concurrently, ~~2024,~~the asCompany aeffected ~~required~~the ~~term~~Reverse ~~of,~~Split ~~and~~to insupport ~~connection~~compliance with, ~~the~~Nasdaq’s ~~closing~~minimum ofbid ~~the~~price ~~Meridian~~requirements ~~Purchase Agreement the Company entered into a Nominating~~ and ~~Voting~~to ~~Agreement~~enhance ~~(the~~its ~~“Original~~capital ~~Voting~~markets ~~Agreement”)~~positioning. ~~between~~The ~~the~~ Company~~, Anthony Brian Goodman, the Company~~’s ~~Chief~~common ~~Executive~~stock ~~Officer~~began ~~and~~trading ~~director,~~on ~~Luxor~~the Nasdaq Capital ~~LLC,~~Market ~~which~~under isthe ~~owned~~ticker ~~and~~symbol ~~controlled~~“MRDN” byat ~~Mr.~~the ~~Goodman,~~open ~~and~~of ~~each~~trading ofon ~~the~~March ~~Meridian~~3, ~~Sellers~~2026.

On January 29, 2025, we, Mr. Goodman and Luxor, and each of the Meridian Sellers entered into an Amended and Restated Nominating and Voting Agreement (as amended and restated, the “Voting Agreement”).

The Voting Agreement: (a) provides for the Board of Directors (the “Board”) of the Company to consist of up to six (6) members, of which two may be appointed by the Meridian Sellers as holders of the Series C Preferred Stock of the Company, and four (4) of which may be appointed by the Company’s Nominating and Corporate Governance Committee, provided that upon the effectiveness of the resignation of Weiting (Cathy) Feng as a member of the Board, which will become effective on July 25, 2025, the Board shall consist of up to five (5) members, of which two may be appointed by the Meridian Sellers as holders of the Series C Preferred Stock of the Company and three (3) of which may be appointed by the Nominating and Corporate Governance Committee; and (b) remove certain terms of the Original Voting Agreement which related to actions to occur at Closing.

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The Voting Agreement requires the Meridian Sellers, until the earlier of (a) April 9, 2026; (b) the date that the Meridian Sellers have each provided the Company written notice of their intent to terminate the Voting Agreement, at any time after the Day-to-Day Management Agreement made and entered into as of April 9, 2024, by and between the Company and Milošević has been terminated pursuant to its terms; and (c) the date that the Company’s Independent Directors and Meridian Sellers mutually agree to terminate the Voting Agreement to:

	(1)	vote their voting shares of the Company “For” appointment of those director nominees, nominated to the Board of Directors from time to time by the Nominating and Corporate Governance Committee, which Nominating and Corporate Governance Committee is required to be composed of two members; and
	(2)	not vote their shares to remove any directors nominated by the Nominating and Corporate Governance Committee, subject to certain rights to withhold votes for certain persons disqualified from serving as a member of the Board of Directors as described in the Voting Agreement.

The Nominating and Corporate Governance Committee is required to be made up solely of two independent directors, one of whom will be the independent Board member appointed to the Board by the Meridian Sellers, who will chair the Nominating and Corporate Governance Committee, and one of whom will be an independent Director appointed by the full Board of Directors of the Company. The current Committee is made up of William Scott, Chairman of the Nominating and Corporate Governance Committee, and Thomas E. McChesney, each members of the Board. If the Nominating and Corporate Governance Committee becomes deadlocked on a nominee, then the independent Director(s) on the Board will have the right to vote, and to collectively break the voting tie (voting by majority).

The Voting Agreement also includes restrictions on the ability of the Meridian Sellers to transfer shares of the Company which they hold during the term, unless such transferees enter into a joinder to the Voting Agreement and includes a provision allowing any member of the Board nominated by the Meridian Sellers to share confidential information with the Meridian Sellers, but otherwise prohibiting them from sharing such confidential information with any other person.

Pursuant to the Voting Agreement, the Meridian Sellers agreed to not request, encourage, or support any independent directors nominated to the Board of Directors by the Meridian Sellers pursuant to the appointment right set forth in the Series C Preferred Stock designation (the “Series C Appointment Right”), to remove Mr. Goodman as Chief Executive Officer of the Company (or reduce his ultimate authority to manage the Company, subject to the terms of the Management Agreement, discussed below) during the term of the Voting Agreement, except as to a removal for cause (as defined in the Voting Agreement), or to the extent that failure to vote to remove Mr. Goodman would violate their fiduciary duties to the Company or its shareholders.

Day-to-Day Management Agreement

Also on April 9, 2024, as a required term of, and in connection with, the closing of the Meridian Purchase Agreement, the Company and Milošević (one of the Meridian Sellers) entered into a Day-to-Day Management Agreement (“Management Agreement”), which prohibits the Company or its executives from materially interfering in the operation of the business of, and day-to-day operations of, MeridianBet Group by their current leadership (i.e., Milošević, as Chief Executive Officer of the MeridianBet Group), while the Voting Agreement is in place. The purpose of the agreement is to ensure the continued running of MeridianBet Group in the ordinary course, for a finite period of time, by one or more individuals who (i) have grown such entities to their current, profitable levels, earning them an important level of corporate and business knowledge; and (ii) have the native-language abilities to easily communicate with mid-level and low-level employees, among other material advantages. The violation of that materiality-based restriction would also raise an option for the Meridian Sellers to suspend or terminate (at their discretion) the Voting Agreement. The Management Agreement does not, other than in connection with the day-to-day operations of MeridianBet Group, restrict the Board of Directors or management’s ability to manage MeridianBet Group or the Company as a whole.

Pursuant to the Management Agreement, Milošević will serve as the manager of MeridianBet Group and will supervise and direct the day-to-day operation of MeridianBet Group as Chief Executive Officer thereof. The initial term of the Management Agreement is two years (i.e., until April 9, 2026), unless otherwise extended with the mutual agreement of the parties. Milošević has the right to terminate the Management Agreement immediately upon the termination of the Voting Agreement; and Milošević has the right to terminate the Voting Agreement immediately upon the expiration or termination of the Management Agreement.

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The Management Agreement may also be terminated in writing by a non-breaching party in the event of the other party’s (i)fraud, gross negligence or willful misconduct in the performance of its obligations under the Management Agreement; or (ii) the breach by the other party of any of its obligations under the Management Agreement, if such breach is not cured within such 30 days after written notice to breaching party is provided by the non-breaching party, or if such breach cannot reasonably be cured within 30 days, if such breaching party fails to commence the cure thereof within said 30 day period and thereafter fails to diligently pursue said cure or if such breaching party fails to complete said cure within 60 days of such breach.

If Milošević were to pass away, become materially disabled, or cease to be our or a MeridianBet Group employee during the term of the Management Agreement, then the Management Agreement would not terminate, and instead the other Meridian Sellers would have the right to substitute another person in Milošević’s role.

In consideration for the services agreed to be provided by Milošević under the Management Agreement, the Company will pay Milošević $10 per year.

Pursuant to the Management Agreement, at least once per calendar year, but more frequently at the request of Milošević and/or the Company’s Chief Executive Officer (the “CEO”)(but not more frequently than semi-annually), Milošević shall prepare a budget for the upcoming year (or such shorter period as the parties may in their discretion determine) for MeridianBet Group (the “Budget”), which is required to be approved by the CEO.

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”). Classics, 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 business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics for a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, exotic motor vehicles, caravans, jet skis, boats, and exclusive holiday experiences. On August 21, 2024, the Company closed the transactions contemplated by the Share Exchange Agreement, which was effective on August 1, 2024.

Pursuant to the Share Exchange Agreement, the Classics Sellers agreed to sell the Company 80% of the outstanding capital stock of Classics (the “Classics Stock”). In consideration for the Classics Stock, we agreed to pay the Classics Sellers, pro rata with their ownership of Classics:

	(1)	810,390 restricted shares of the Company’s common stock, valued at $2.085 per share (the “Classics Closing Shares” and the “Initial Share Value”);
	(2)	a cash payment of AUD $6,780,000 (USD $4,430,052);
	(3)	a cash payment of AUD $33,808 representing 80% of the agreed value of the net assets of Classics on the effective date of August 1, 2024 (USD $22,091);
	(4)	up to an additional AUD $500,000 (USD $326,700) (the “Holdback Cash”), which was earned in full; and
	(5)	the right to certain earnout payments as discussed below.

The Classics Closing Shares are subject to a true-up in the event the closing sales price of the Company’s common stock on the Nasdaq Capital Market on the date that is 180 days following the closing date (or if such date is not a business day, the last closing price of the Company’s common stock prior to such day) is less than the closing price of the Company’s common stock on the Nasdaq Capital Market on the closing date (or if such date is not a business day, the last closing price of the Company’s common stock prior to such day), the Shareholders are due additional compensation from the Company in an amount equal to the difference between the two closing prices, multiplied by the total Classics Closing Shares (the “True-Up Amount”). At the Company’s option, the True-Up Amount can be paid in cash or shares of common stock of the Company (“True-Up Shares”), or any combination thereof. If shares of common stock are issued in connection with the satisfaction of the True-Up Amount they are to be valued based on the US$ Agreed Value. On February 17, 2025, the True-Up Amount was determined to be $518,650. As of the date of the report, the True-Up Amount remains outstanding.

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The Classics Sellers may also earn additional cash and stock consideration (“Earnout Shares”) based on Classics’ total net profit (as calculated as set forth in the Exchange Agreement) from the Closing Date until June 30, 2025 (the “Earnout Period”), pursuant to the schedule below:

Net Profit For the earnout Period	Earnout Cash	Earnout Shares
Under AU$2,500,000.00	AU$0		0
Between AU$2,500,000.00 and AU$3,000,000.00	AU$910,000		100,996
Between AU$3,000,000.01 and AU$3,500,000.00	AU$1,820,000		201,992
Over AU$3,500,000.01	AU$2,184,000		242,391

Notwithstanding the above, earnout consideration is only due to the Classics Sellers, if the Company determines on June 30, 2025, that the Classics Sellers have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Agreement and/or under the Shareholders Agreement.

On August 21, 2024, the Company closed the Share Exchange Agreement, which had an effective date of August 1, 2024.

The Share Exchange Agreement also required that the Classics Sellers and the Company enter into a Shareholders Agreement (the “Shareholders Agreement”), which was entered into and became effective on August 16, 2024.

General Information

Because the Meridian Sellers collectively owned approximately 69.2% of the Company’s outstanding shares of common stock onimmediately 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 ~~Purchase~~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~~Note 1 -– ~~BASIS~~Basis OFof ~~PRESENTATION~~Presentation ~~AND~~and ~~ACCOUNTING~~Accounting ~~POLICIES~~Policies” and in “~~NOTE~~Note 22 – ~~MERIDIANBET~~MeridianBet ~~GROUP~~Group ~~PURCHASE~~Purchase ~~AGREEMENT~~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 ~~31st~~31 to December ~~31st~~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, ~~represents~~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.

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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 ~~700~~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 ~~700~~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.

	·	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.

A7 ~~significant~~Table ~~component~~ of the Company’s revenue is derived from its comprehensive sports betting offerings, which cover over 800 different leagues, providing more than 11 million bets on over 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and risk management platforms are proprietary to the Company.Contents

13A ~~Table~~significant component of ~~Contents~~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 5275 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.

	·	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 ~~business-to-consumer (~~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 ~~Meridian~~MeridianBet ~~Purchase~~Acquisition and effective April 1, 2024, the Company, through Golden Matrix, ~~develops and~~ owns ~~online gaming intellectual property (IP)~~ and ~~builds~~operates ~~configurable and scalable, turn-key, and white-label gaming platforms for international customers, located primarily in the Asia Pacific region. As part of the Purchase, the Company acquired~~ a proprietary ~~Internet~~online gaming ~~enterprise~~aggregation ~~software system that provides for unique casino~~ and ~~live~~enterprise ~~game~~software ~~operations~~platform on (the ~~platforms that include~~ “GM-XAg System ~~(“GM-X~~”) ~~and~~that ~~GM-Ag~~serves ~~System~~international customers, ~~Turnkey~~primarily ~~Solution~~in ~~and~~the ~~White Label Solutions. These platforms are provided to~~ Asia Pacific ~~Internet-based and land-based casino operators as a turnkey technology solution for regulated real money Internet gaming (“RMiG”), Internet sports gaming, and virtual simulated gaming (“SIM”)~~region.

WeThe ~~develop~~GM-Ag ~~and~~System ~~own~~is an integrated iGaming platform that connects licensed gaming content providers with licensed online gaming ~~intellectual~~operators. ~~property~~The ~~(IP)~~system ~~and~~aggregates ~~build~~gaming ~~configurable~~content ~~and~~from ~~scalable,~~multiple ~~turn~~third-~~key~~party suppliers and ~~white-label~~makes ~~gaming~~such ~~platforms~~content ~~for~~available ~~our~~to ~~international~~ customers, ~~located~~through ~~primarily~~a insingle ~~the~~technical ~~Asia Pacific region~~integration.

16Under ~~Table~~distribution ofagreements ~~Contents~~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.

As10 ofTable ~~December 31, 2024, our systems had over 8.3 million registered players and a total~~ of ~~more than 800 unique casino and live game operations within all our platforms including our GM-X and GM-Ag, Turnkey Solutions, and White Label Solutions.~~ Contents

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

~~The~~· ~~GM-X~~· ~~and~~First, ~~GM-Ag~~the ~~Systems~~platform ~~have~~enables ~~been~~operators ~~deployed~~to ~~primarily~~access ina ~~the~~broad ~~Asia~~portfolio ~~Pacific~~of ~~and~~third-party wegaming ~~are~~content ~~currently~~providers ~~focused~~through ona ~~expanding~~single ~~our~~technical ~~deployment~~integration. ~~into~~This ~~Europe,~~aggregation ~~U.S.,~~model ~~South~~significantly ~~America~~reduces the time, cost and ~~Africa.~~operational ~~The~~complexity ~~online~~typically ~~gambling~~associated ~~industry,~~with inestablishing ~~the~~multiple ~~U.S.,~~direct isintegrations ~~essentially~~with ~~regulated~~individual atcontent suppliers. · · Second, the ~~state~~GM-Ag ~~level.~~System ~~The~~offers ~~Company~~operators isa ~~currently~~suite inof ~~discussions~~technology-driven ~~with~~tools ~~multiple~~designed ~~specialist~~to ~~gaming~~support ~~attorneys~~customer inacquisition, ~~the~~engagement Uand retention.S. ~~and~~These ~~has~~tools ~~plans~~include tomarketing ~~engage~~automation ~~one~~capabilities, ofloyalty ~~these~~program ~~gaming~~management ~~specialists~~systems, toreal-time ~~represent~~player ~~the~~analytics ~~Company~~and inreporting ~~its~~functionalities, ~~applications~~which ~~for~~allow aoperators ~~gaming~~to ~~license~~manage inand ~~the~~optimize ~~U.S.~~player inactivity ~~the~~across ~~future~~multiple gaming verticals.

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

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

Our customers are primarily licensed online gaming operators. The Company also provides services and resells third party gaming content to licensed online gaming distributors. The majority of the Company’s customers hold gaming licenses in Asia, South America, and Europe.

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

The Company engages in ~~the~~ 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 ~~prize competitions require entrants to demonstrate sufficient skill, knowledge, or judgment to have a chance of winning and~~ participants are provided with a route to free entry to the prize competitions as required by UK law. We refer to these as “pay to enter prize competitions”.

As a purely online business, 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.

17On ~~Table~~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 ~~Contents~~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.

On August 16, 2024, the Company entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics. 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, exotic motor vehicles, caravans, jet skis, boats, and exclusive holiday experiences. On August 21, 2024, the Company closed the transactions contemplated by the Share Exchange Agreement, which was effective on August 1, 2024.

Subsidiaries

The consolidated financial statements as of December 31, ~~2024~~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. •· Classics Holdings Co. Pty Ltd ~~(“Classics”)~~, 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.

o11 ~~Classics~~Table ~~For~~of ~~A Cause Pty Ltd (Australia)(“Classics for a Cause” or “CFAC”)~~Contents

•· ~~RKingsCompetitions~~Meridian ~~Ltd.,~~Tech Društvo Sa Ograničenom Odgovornošću Beograd (Meridian Tech d.o.o.)(“~~RKings~~Meridian Serbia”), a private limited company formed and registered in and under the laws of ~~Northern~~the ~~Ireland.~~Republic •of ~~Golden~~Serbia, ~~Matrix~~with ~~MX,~~direct ~~S.A.~~subsidiaries DEof: ~~C.V.,~~o Meridian Tech (~~“GM~~Bosnia) ~~MX”~~o Meridian Bet Brcko (Bosnia), ao ~~corporation~~Meridian ~~incorporated~~Tech ~~under~~(PYT) ~~the~~LTD ~~laws~~(South ofAfrica) ~~Mexico.~~o •Meridianbet ~~GMG~~Brasil ~~Assets~~Ltda ~~Limited,~~(Brazil) o Meridian Gaming Brasil SPE Ltda (~~“GMGA”~~Brazil) o Meridian Tech LLC, aNevada ~~limited~~(USA) ~~company~~· ~~formed~~Društvo ~~and~~Sa ~~registered~~Ograničenom ~~under~~Odgovornošću ~~the~~“Meridianbet” ~~laws~~Društvo ofZa ~~Northern~~Proizvodnju, ~~Ireland.~~Promet •Roba ~~Golden~~I ~~Matrix~~Usluga, Export Import Podgorica (~~IOM~~MeridianBet) ~~Limited,~~ (“~~GMIOM~~Meridian Montenegro”), a private limited company formed and registered in and under the laws of ~~the~~Montenegro, ~~Isle~~with direct subsidiaries of: ~~Man.~~o •Meridian ~~Golden~~Worldwide ~~Matrix~~(Cyprus) ~~Group~~o ~~Beograd-Novi~~Bit ~~Beograd~~Tech Ltd (~~“Golden~~Tanzania) ~~Matrix~~· ~~Serbia~~Meridian Gaming Holdings Ltd. (“Meridian Malta”), a ~~private limited~~ company formed and registered in ~~and under~~ the ~~laws~~Republic of ~~the~~Malta, ~~Republic~~with direct subsidiaries of: ~~Serbia.~~o •Meridian Gaming (Malta) o My Best Odds (Belgium) o Meridian ~~Tech~~Gaming ~~Društvo~~(Peru) Sao ~~Ograničenom~~Fair ~~Odgovornošću~~Champions ~~Beograd~~Meridian Ltd (Cyprus) o Meridian ~~Tech~~Global d.Consulting (Montenegro) o. Expanse Studios (Serbia) o Media Games Malta Ltd. (Malta) · Meridian Gaming (Cy) Ltd, (“Meridian ~~Serbia~~Cyprus”), a ~~private limited~~ company formed and registered in ~~and under~~ the ~~laws of the~~ Republic of ~~Serbia, with direct subsidiaries of:~~Cyprus.

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)

• 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 Global Meridian Gaming (Curacao) 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.

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The descriptions of the ownership and the percentages of ownership are identified below. All intercompany transactions and balances have been eliminated.

Company	Country	Original Date Acquired	Ownership
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	80%
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%
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: Global Meridian Gaming	Curacao	December 15, 2016	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**

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* Effective on November 1, 2021, the Company acquired 80% of RKingsCompetitions Ltd. and effective on November 4, 2022, the Company acquired the remaining 20% interest in RKingsCompetitions Ltd.

Company	Country	Original Date Acquired	Ownership
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.

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Intellectual Property

The Company’s intellectual property includes, among other things, extensive software-driven technological platforms, in-house developed games, licensed games, ~~GM-X~~ 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 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

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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.

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.

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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.

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Human Capital Resources

As a multinational technology company with over 1,200 employees located in 13more 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. •· ~~Maintain~~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.

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The company’s uses AI exclusively for customers, specifically for players, as part of its service offering. AI operates by analyzing historical gameplay data from players and providing relevant recommendations based on that information.

We have three types of AI tools:

a) AI Recommender for Sports Events: provides recommendations for relevant sports events. b) AI Recommender for Bet: suggests bets based on players' historical betting activity. c) AI Recommender for Online Casino: recommends online casino games based on players' past gameplay.

The AI recommender is located in a separate section and can be activated upon the player's request.

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.

To acquire complementary businesses and technologies, we may need to pursue equity or debt financing to secure additional funds, which may include up to $8.5 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings. 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.

24Use ~~Table~~ of ~~Contents~~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, ~~Brazil~~ and ~~Curacao~~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.

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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 ~~grants~~issues licenses for gambling ~~activities~~operations. The Company holds licenses ~~that~~for land-based sports betting and slot machines, as well as a license for online gaming, all of which are ~~renewable~~subject to renewal every ~~three~~eight years.

The Belgian Gaming Commission grants licenses for online sports betting and online ~~operations.~~slot ~~The~~machine ~~Company~~arcades, ~~holds~~each ~~licenses~~with ~~that~~a ~~are~~nine-year ~~renewable~~renewal ~~every twelve years~~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 Curacao, based on the National Ordinance on Offthore Games of Hazard (Landsverordening buitengaatse hazardspelen, P.B. 1993, no. 63)(NOOGH) online gaming licenses are issued by or on behalf of the Governor of Curaçao.

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 isactivities ~~currently permitted~~ in Mexico, ~~subject~~are toregulated ~~obtaining~~by ~~government~~the ~~authorization~~Ley toFederal ~~conduct~~de ~~gaming~~Juegos ~~activities~~y ~~from~~Sorteos (the ~~competent~~“Gaming ~~authority. Gambling is generally an activity subject to federal regulation rather than state or local level regulation. Currently~~Law”), ~~gambling~~and ~~in Mexico is governed by~~ the ~~Regulations~~Reglamento ofde ~~the~~la Ley Federal ~~Games~~de ~~and~~Juegos ~~Draws~~y ~~Law~~Sorteos (the “Gaming ~~Law~~Regulations”)~~, as amended~~. The ~~Gaming~~competent ~~Law~~authority ~~provides~~in ~~that~~charge ~~the conduct~~ of ~~games~~enforcing ~~where~~said ~~bets~~framework ~~are~~is ~~crossed~~the ~~and~~Dirección ~~draws~~General ofde ~~numbers~~Juegos ory ~~symbols~~Sorteos ~~occur~~of ~~requires a permit from~~ the Mexican Ministry of ~~the~~ Interior (~~Secretaría de Gobernación) (~~“SEGOB”). InUnder ~~addition,~~ the ~~Gaming~~applicable ~~Law~~legal ~~provides that the federal executive power~~regime, ~~through SEGOB, will regulate, authorize, control and supervise any kind of games where bets are crossed and draws occur. There is currently no specific legal definition of online~~ gambling inactivities ~~Mexican~~may ~~law;~~only ~~however the operation of online gambling must~~ be ~~expressly~~conducted ~~authorized~~by inentities ~~the~~holding ~~relevant~~a valid permit granted by SEGOB. ~~In addition to obtaining~~ (a ~~permit~~“Permit for online gambling or a drawing of numbers and/or symbols, operators must also meet certain operating conditions, such as having a reliable remote betting system, cash control system and an internal control systemHolder”). A Mexican gaming permit was approved on July 13, 2022, allowing the Company to undertake online gambling for two years and will automatically renew thereafter for additional two-year periods, without additional payment.

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).

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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 ~~regimes~~requirements applicable to online gaming and related software services vary by jurisdiction. ~~The~~Based on the Company’s ~~currently~~current operations and the jurisdictions in which it conducts business, the Company is not presently required to hold a gambling license ~~for~~to provide the ~~sale of its~~ GM-~~X and GM-~~Ag ~~Systems~~System or distribute third-party gaming software. However, changes in ~~the~~applicable ~~jurisdictions~~laws, regulations or interpretations thereof could result in ~~which~~additional itlicensing ~~currently~~requirements ~~conducts~~in ~~business~~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.

Item 1A. Risk Factors.

Investors should review the risks provided below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

27Summary ~~Table~~Risk ~~of Contents~~Factors

~~Summary~~Our business is subject to numerous risks and uncertainties, including those included in, and incorporated by reference in, the section entitled “Risk Factors” and elsewhere in this Report. These risks include, but are not limited to, the following:

~~Our~~Risks ~~business~~Related ~~is subject~~ to ~~numerous~~the ~~risks~~Company’s ~~and~~Need ~~uncertainties,~~for ~~including~~Additional ~~those~~Funding ~~included in,~~ and ~~incorporated~~Financial ~~by reference in, the section entitled “Risk Factors” and elsewhere in this Report. These risks include, but are not limited to, the following:~~ Agreements

Risks Related to the Company’s Need for Additional Funding and Financial Agreements

	·	The Company will likely need to raise funding to pay the post-closing obligations associated with the MeridianBet Purchase Agreement, to repay certain of our outstanding obligations, and for acquisitions, and we may not be able to raise funds on favorable terms, or at all. We may choose not to sell any shares of common stock under an Equity Distribution Agreement entered into in November 2024 with Craig-Hallum Capital Group LLC.

	·	Our debt facilities require that we meet certain ratios and comply with certain positive and negative covenants. Our failure to comply with those requirements may result in an event of default, and the lender(s) thereunder requiring us to pay amounts due or foreclosing on our assets.

·22 ~~The~~Table ~~Company will likely need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement, to repay certain~~ of our outstanding obligations, and for acquisitions, and we may not be able to raise funds on favorable terms, or at all. We may choose not to sell any shares of common stock under the Distribution Agreement. · Our debt facilities require that we meet certain ratios and comply with certain positive and negative covenants. Our failure to comply with those requirements may result in an event of default, and the lender(s) thereunder requiring us to pay amounts due or foreclosing on our assets.Contents

Risks Related to Our Business Operations and Industry

	·	Economic downturns and adverse political and market conditions could adversely negatively affect the Company’s business, financial condition and results of operations. Economic uncertainty may affect consumer purchases of discretionary items, which has affected and may continue to adversely affect demand for the Company’s products and services, and/or our access to capital and/or increase the costs of such capital.

	·	The Company relies on third-parties for numerous business services and if such providers fail to perform adequately or provide accurate information or we do not maintain business relationships with them, the business, financial condition and results of operations of the Company could be adversely affected. Malfunctions of third-party communications infrastructure, hardware and software expose us to a variety of risks we cannot control.

	·	Competition within the global entertainment and gaming industries is intense and our existing and future offerings may not be able to compete against other competing forms of entertainment such as television, movies and sporting events, as well as other entertainment and gaming options on the Internet. If our offerings do not continue to be popular, our business could be harmed.

	·	We face the risk of fraud, theft, and cheating. We face cyber security risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data.

	·	Our technology, systems and infrastructure have previously experienced, and may in the future, experience, a disruption in service, failure or a loss of data, which have in the past, and may in the future, cause financial and reputational harm to our business. Systems failures and resulting interruptions in the availability of our websites, applications, products, or services could harm our business.

	·	There may be losses or unauthorized access to or releases of confidential information, including personally identifiable information, that could subject the Company to significant reputational, financial, legal and operational consequences.

	·	A significant portion of our employees, consultants and operations are located outside of the U.S. and in many different foreign locations. We have business operations located in non-U.S. countries which subject us to additional costs and risks that could adversely affect our operating results. Our results of operations may be adversely affected by fluctuations in currency values.

28Risks ~~Table~~Related ofto ~~Contents~~Regulation

~~Risks~~· ~~Related~~Changes in rules relating to ~~Regulation~~gaming could have a material negative impact on our business. Failure to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a license or permit applied for in a particular jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions, or could cause the rejection of license applications or cancelation of existing licenses in other jurisdictions. We may be unable to obtain licenses in new jurisdictions where we or our customers operate.

·Risks ~~Changes~~Related ~~in rules relating~~ to ~~gaming~~Intellectual ~~could~~Property have a material negative impact on our business. Failure to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a license or permit applied for in a particular jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions, or could cause the rejection of license applications or cancelation of existing licenses in other jurisdictions. We may be unable to obtain licenses in new jurisdictions where we or our customers operate.Technology

~~Risks~~· ~~Related~~If we are unable to ~~Intellectual~~protect ~~Property~~our proprietary information or other intellectual property, our business could be adversely affected. Our intellectual property may be insufficient to properly safeguard our technology and ~~Technology~~brands. We may be subject to claims of intellectual property infringement or invalidity, and adverse outcomes of litigation could unfavorably affect our operating results.

·Risks IfRelated ~~we are unable~~ to ~~protect~~ our proprietary information or other intellectual property, our business could be adversely affected. Our intellectual property may be insufficient to properly safeguard our technology and brands. We may be subject to claims of intellectual property infringement or invalidity and adverse outcomes of litigation could unfavorably affect our operating results.Management

~~Risks~~· ~~Related~~We rely on our management and if they were to leave our ~~Management~~company our business plan could be adversely affected. Potential competition from executive officers, after they leave our employment could negatively impact the profitability of the Company.

·23 WeTable rely on our management and if they were to leave our company our business plan could be adversely affected. Potential competition from executive officers, after they leave our employment could negatively impact the profitability of ~~the Company.~~Contents

Risks Related to International Operations

The risks related to international operations, in particular in countries outside of the United States, could negatively affect the Company’s results including foreign exchange and currency risks that could adversely affect its operations, and the Company’s ability to mitigate its foreign exchange risk through hedging transactions may be limited.

Risks Related to our Common Stock and Securities

· We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future. · Aleksandar Milovanović exercises majority voting control over us, which limits your ability to influence corporate matters and could delay or prevent a change in corporate control. · The issuance of common stock upon conversion of our outstanding Series ~~B Preferred Stock and Series~~ C Preferred Stock and ~~upon conversion of the Secured Convertible Note and~~ exercise of warrants ~~will~~may cause immediate and substantial dilution to existing shareholders and the sale of such common stock may depress the market price of our common stock.

~~Compliance,~~Risk ~~Reporting~~Related ~~and~~to ~~Listing~~Investments ~~Risks~~in Government Bonds

·The WeCompany ~~need~~invests toin ~~meet~~government ~~certain~~bonds ~~continued~~issued ~~listing~~by ~~requirements~~Serbia, ofRomania ~~The~~and ~~Nasdaq~~Montenegro, ~~Capital~~which ~~Market~~exposes init ~~order~~ to ~~not~~the ~~have~~following ~~our common stock delisted from such markets.~~risks:

29· ~~Table~~Credit risk – the risk that issuers may not meet their obligations in full or on time. · Market risk – the risk of ~~Contents~~adverse changes in the value and liquidity of the investments due to economic or political developments. · Interest rate risk – the risk that fluctuations in interest rates may negatively impact the fair value of the bonds. · Foreign exchange risk – the risk arising from exposure to currencies other than the Company’s reporting currency.

~~General~~These ~~Risk~~factors ~~Factors~~may result in volatility in the Company’s financial results.

·Risks IfRelated we make any future acquisitions, they may disrupt or have a negative impact on our business. · Litigation costs and the outcome of litigation could have a material adverse effect on the Company’s business. · Shareholders may be diluted significantly through our efforts to ~~obtain financing and satisfy obligations through~~ the ~~issuance~~Use of ~~additional~~Artificial ~~shares of our common stock.~~Intelligence

~~Risks~~· ~~Related~~AI outputs depend on the quality and representativeness of underlying data; inaccurate or biased data may lead to unreliable recommendations. · AI models may fail to perform as intended due to design limitations or evolving user behavior and data patterns. · AI outputs may be irrelevant or inappropriate, and such issues may not be identified or corrected in a timely manner. · AI systems processing large volumes of data are exposed to cybersecurity threats, including unauthorized access and data breaches. · Changing regulatory requirements may require limitations on AI use or costly adjustments to systems. · Competitors may develop more effective AI capabilities, reducing the Company’s ~~Need~~competitiveness. ~~for~~· ~~Additional~~Reliance ~~Funding~~on third-party and ~~Financial~~open-source ~~Agreements~~components may introduce vulnerabilities, defects, or licensing risks.

We24 ~~may~~Table ~~require~~of ~~additional financing, and we may not be able to raise funds on favorable terms, or at all.~~Contents

~~We had $30~~Compliance,~~125,944~~ ~~cash~~Reporting ~~on hand~~ and aListing working capital deficit of $18,484,062 as of December 31, 2024. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we do not anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months, but may require additional funding in the future to support our operations and/or may seek to raise additional funding in the future to expand or complete acquisitions. We also anticipate needing to raise funding to repay the $9,600,000 outstanding under the Secured Convertible Note as of December 31, 2024, the $20.2 million owed under the Facility Agreement as of December 31, 2024, and to pay certain post-closing amounts due in connection with the acquisition of the MeridianBet Group, as discussed in greater detail below under “The Company will likely need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement, the terms of which may not be favorable, may necessitate the payment of interest which otherwise would not need to be paid, and may cause dilution”.Risks

~~The~~· ~~most~~We ~~likely~~need ~~source of future funds presently available~~ to usmeet ~~will~~certain becontinued ~~through~~listing ~~the~~requirements ~~sale~~ of ~~equity~~The ~~capital,~~Nasdaq ~~including,~~Capital ~~potentially~~Market ~~through sales under the Distribution Agreement. Any sale of share capital will result~~ in ~~dilution~~order to ~~existing shareholders. Furthermore, we may incur debt in the future, and may~~ not have ~~sufficient funds to repay~~ our ~~future~~common ~~indebtedness~~stock ordelisted ~~may~~from ~~default~~such ~~on our future debts, jeopardizing our business viability~~markets.

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

●· ~~additional~~If ~~equity~~we ~~financing~~make ~~may not be available to us on satisfactory terms and~~ any ~~equity~~future weacquisitions, ~~are~~they ~~able~~may todisrupt ~~issue could lead to dilution for current shareholders; ● loans~~ or ~~other debt instruments may~~ have ~~terms~~a ~~and/or~~negative ~~conditions,~~impact ~~such~~on asour ~~interest~~business. ~~rate,~~· ~~restrictive~~Litigation ~~covenants~~costs and ~~control~~the oroutcome ~~revocation~~of ~~provisions,~~litigation ~~which~~could ~~are~~have ~~not~~a ~~acceptable~~material toadverse ~~management~~effect oron ~~our directors; ●~~ the ~~current~~Company’s ~~environment~~business. in· ~~capital~~Shareholders ~~markets combined with our capital constraints~~ may ~~prevent~~be usdiluted ~~from~~significantly ~~being~~through ~~able~~our efforts to obtain ~~debt~~ financing ~~on favorable terms, if at all;~~ and ●satisfy ifobligations wethrough ~~fail~~the toissuance ~~obtain~~of ~~required~~ additional ~~financing~~shares ~~to grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each~~ of ~~which would have a material adverse effect on~~ our ~~business,~~common ~~future prospects, and financial condition~~stock.

30Risks ~~Table~~Related ofto ~~Contents~~the Company’s Need for Additional Funding and Financial Agreements

~~The~~We ~~Company~~may ~~will~~require ~~likely~~additional ~~need to raise funding to pay the post-closing obligations associated with the Meridian Purchase Agreement~~financing, ~~the~~and ~~terms~~we ~~of which~~ may not be ~~favorable,~~able ~~may~~to ~~necessitate~~raise ~~the~~funds ~~payment~~on offavorable ~~interest which otherwise would not need to be paid~~terms, ~~and~~or ~~may~~at ~~cause dilution~~all.

~~The~~We ~~consideration~~had ~~payable~~$18,078,300 tocash ~~the~~on ~~Meridian~~hand ~~Sellers~~and ~~includes~~a ~~cash~~working ~~and~~capital ~~stock~~deficit ~~which~~of ~~will~~$24,128,745 ~~come~~as ~~due~~of inDecember ~~the~~31, ~~future~~2025. ~~The~~With ~~unpaid~~our ~~portion~~current ofcash ~~the~~on ~~purchase~~hand, ~~price~~expected ~~currently~~revenues, ~~includes:~~and ~~(i) $19~~based on our current average monthly expenses,~~870,460~~ we do not anticipate the need for additional funding in ~~cash~~order to continue our operations at their current levels, ofand ~~which~~to $9pay the costs associated with being a public company,~~870,460~~ isfor ~~due~~the next 12 months, ~~after~~but ~~the~~may ~~date~~require ofadditional funding in the ~~Closing~~future ~~(April~~to 9,support ~~2025);~~our operations and/or ~~$10,000,000~~may isseek ~~due~~to 18raise ~~months~~additional ~~after~~funding in the ~~date~~future ofto expand or complete acquisitions. We also anticipate needing to raise funding to repay the ~~Closing~~$13 ~~(October~~million 9owed under the Facility Agreement as of December 31, 2025);, and ~~(ii) promissory~~to ~~notes~~pay certain post-closing amounts due in connection with the ~~amount~~acquisition of ~~$15~~the MeridianBet Group,~~000~~ as discussed in greater detail below under “The Company will likely need to raise funding to pay the post-closing obligations associated with the MeridianBet Purchase Agreement,~~000,~~ ~~due~~the 24terms ~~months~~of ~~after~~which may not be favorable, may necessitate the ~~Closing~~payment ~~(April~~of 9interest which otherwise would not need to be paid, ~~2026).~~and may cause dilution”.

The ~~Company~~most ~~will~~ likely ~~need~~source toof ~~raise~~future funds inpresently ~~the~~available ~~future~~ to ~~pay~~us ~~such~~will ~~amounts~~be ~~(or~~through ~~certain portions thereof) to~~ the ~~Meridian~~sale ~~Sellers.~~of ~~Debt~~equity ~~funding~~capital, ~~may~~including, ~~not~~potentially bethrough ~~available~~sales onunder ~~favorable~~the ~~terms,~~Distribution ifAgreement at(discussed ~~all~~below). IfAny wesale ~~raise~~of ~~additional~~share ~~funds~~capital bywill ~~issuing~~result ~~equity,~~in ~~equity-linked~~dilution orto ~~debt~~existing ~~securities~~shareholders. Furthermore, ~~those~~we ~~securities~~ may ~~have~~incur ~~rights,~~debt ~~preferences~~in ~~or privileges senior to~~ the ~~rights of our then issued and outstanding equity or debt~~future, and ~~our existing shareholders~~ may ~~experience~~not ~~dilution.~~have Ifsufficient wefunds ~~are unable~~ to ~~obtain~~repay ~~additional~~our ~~capital~~future ~~when~~indebtedness ~~required,~~ or ~~on satisfactory terms, we~~ may bedefault inon ~~breach~~our offuture ~~the Meridian Purchase Agreement~~debts, ~~and~~jeopardizing ~~the~~our ~~Meridian~~business ~~Sellers may seek damages from us as a result of such breach~~viability.

~~Additionally,~~We ~~the~~may ~~payment~~not ofbe ~~interest~~able onto ~~any~~borrow ~~debt~~or ~~funding,~~raise oradditional ~~dividends~~capital onin ~~any~~the ~~equity~~future ~~funding,~~to ~~may~~meet beour ~~material,~~needs ~~and~~or ~~may~~to ~~decrease~~provide the ~~funds~~capital ~~available~~necessary ~~for~~to expand our operations. ~~Furthermore~~and business, ~~covenants~~which might result in ~~any~~the ~~debt~~value orof ~~equity~~our ~~funding,~~common ~~may~~stock ~~make~~decreasing itin ~~harder~~value or ~~more~~becoming ~~expensive~~worthless. ~~for~~Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to ~~raise~~proceed ~~funding~~with inour ~~the~~intended ~~future~~business plans. Obtaining additional financing contains risks, including:

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

On25 ~~November~~Table 22, 2024, we entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”). Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under the Company’s effective Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement. Contents

The Company will ~~pay~~likely ~~Craig-Hallum~~need ato ~~commission~~raise ~~equal~~funding to ~~3.00%~~pay ~~of any gross proceeds from~~ the ~~sale~~post-closing ofobligations ~~shares~~associated ofwith the ~~Company’s~~MeridianBet ~~common~~Purchase ~~stock under the Distribution~~ Agreement., ~~Pursuant to~~ the terms of ~~the~~which ~~Distribution~~may ~~Agreement,~~not ~~the~~be ~~Company also provided Craig-Hallum with customary indemnification rights and has agreed to reimburse Craig-Hallum for certain specified expenses up to $50~~favorable,~~000,~~ ~~plus~~may upnecessitate ~~to $5,000 for each future quarterly period that~~ the ~~Distribution~~payment ~~Agreement remains in place. The offering~~ of ~~common~~interest ~~stock~~which ~~pursuant~~otherwise towould ~~the~~not ~~Distribution~~need ~~Agreement will terminate upon the earlier of (i) the sale of all of the common stock subject~~ to ~~the~~be ~~Distribution~~paid, ~~Agreement~~ and ~~(ii) the termination of the Distribution Agreement by the Company or Craig-Hallum. Either party~~ may ~~terminate~~cause ~~the agreement in its sole discretion at any time upon written notice to the other party~~dilution.

NoAs ~~assurance can be given that the Company will sell any shares~~ of ~~common~~December ~~stock under the Distribution Agreement~~31, or2025, ifthe itoutstanding ~~does,~~consideration aspayable to the ~~price~~Meridian orSellers ~~amount~~was ~~of shares of common stock that it sells or the dates when such sales will take place~~$16,199,672.

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

31Additionally, ~~Table~~the payment of ~~Contents~~interest on any debt funding, or dividends on any equity funding, may be material, and may decrease the funds available for operations. Furthermore, covenants in any debt or equity funding, may make it harder or more expensive for us to raise funding in the future.

~~Our~~We ~~Facility~~may ~~Agreement~~choose ~~requires~~not ~~that we meet certain ratios and comply with certain positive and negative covenants. Our failure~~ to sell ~~comply~~any ~~with~~shares ~~those requirements may result in an event~~ of ~~default~~common ~~occurring~~stock under our ~~Facility~~Distribution Agreement~~, and the lender thereunder requiring us to pay amounts due or foreclosing on our assets~~.*

~~The~~On ~~Facility~~November ~~Agreement~~22, ~~includes~~2024, ~~certain~~we ~~customary~~entered ~~representations,~~into ~~warranties~~an ~~and~~Equity ~~covenants~~Distribution ofAgreement ~~Meridian~~(the ~~Serbia,~~“Distribution ~~and~~Agreement”) ~~requires~~with ~~Meridian~~Craig-Hallum ~~Serbia~~Capital Group LLC (“Craig-Hallum”). Pursuant to ~~meet~~the ~~certain~~Distribution ~~annual~~Agreement, ~~financial~~the ~~ratios~~Company may sell, ~~including~~at ~~maintaining~~its aoption, ~~ratio~~up to an aggregate of ~~net~~$20.0 ~~debt/EBITDA~~million in shares of ~~less~~its ~~than~~common orstock ~~equal~~through toCraig-Hallum, 3as sales agent.~~0x,~~ ~~determined~~Sales onof anthe ~~annual~~common ~~basis,~~stock ~~beginning~~made onpursuant ~~December~~to 31the Distribution Agreement, ~~2024~~if any, ~~which~~will ~~requirements~~be ~~were~~made ~~met~~under asa ofRegistration ~~December~~Statement ~~31,~~on ~~2024~~Form S-3. ~~Pursuant~~Subject to the terms and conditions of the ~~Facility~~Distribution Agreement, ~~Meridian~~Craig-Hallum ~~Serbia~~may issell ~~prohibited~~the ~~from~~shares, ~~declaring~~if aany, ~~dividend~~only orby ~~making~~methods ~~any~~deemed ~~payment~~to onbe ~~Meridian~~an ~~Serbia’s~~“at ~~share~~the ~~capital~~market” offering as defined in Rule 415 promulgated under the Securities Act, ~~repaying~~including ~~any~~without ~~debt~~limitation tosales ~~any~~made ofdirectly ~~its~~through ~~shareholders~~The Nasdaq Capital Market, ~~granting~~by ~~loans~~means toof ~~any~~ordinary ~~party~~brokers’ transactions, in negotiated transactions, to or ~~making~~through ~~any~~a ~~payment~~market tomaker ~~any~~other ~~affiliates~~than on an exchange or otherwise, ~~without~~at ~~the~~market ~~prior~~prices ~~written~~prevailing ~~consent~~at ofthe ~~Unicredit~~time ~~Bank~~of sale, at prices related to ~~the~~such ~~extent~~prevailing ~~any~~market ofprices, ~~the~~or ~~forgoing~~at ~~would~~negotiated ~~exceed~~prices ~~6,000,000~~and/or ~~Euros~~any ~~(approximately~~other ~~$6,460,000)~~method inpermitted ~~aggregate~~by onlaw. anThe ~~annual~~Company ~~basis,~~is ~~provided~~not ~~that~~obligated ~~for~~to ~~2024~~sell, ~~such~~and ~~limit~~Craig-Hallum is ~~increased~~not byobligated ~~20,000,000~~to ~~Euros~~buy ~~(approximately~~or ~~$21~~sell,~~500,000)~~ any shares of common stock under the Distribution Agreement.

~~Events~~The ofCompany ~~default~~will ~~under~~pay ~~the~~Craig-Hallum ~~Facility~~a ~~Agreement~~commission ~~include~~equal ~~the~~to ~~failure~~3.00% toof ~~timely~~any ~~pay~~gross ~~amounts~~proceeds ~~thereunder~~from ~~when~~the ~~due,~~sale ~~breaches~~of byshares ~~Meridian~~of ~~Serbia~~the orCompany’s uscommon stock under the ~~Facility~~Distribution Agreement. orPursuant ~~Guaranty,~~to ~~respectively,~~the ~~and/or~~terms ~~other~~of ~~security~~the ~~agreements~~Distribution ~~securing~~Agreement, ~~such~~the ~~documents,~~Company ifalso ~~Meridian~~provided ~~Serbia’s~~Craig-Hallum ~~accounts~~with ~~are~~customary ~~blocked~~indemnification ~~for~~rights ~~more~~and ~~than~~has 15agreed ~~consecutive~~to ~~days,~~reimburse ifCraig-Hallum ~~Meridian~~for ~~Serbia~~certain ~~fails~~specified toexpenses ~~provide~~up ~~any~~to ~~required~~$50,000, ~~security~~plus ~~pursuant~~up to ~~the~~$5,000 ~~terms~~for ofeach ~~the~~future ~~Facility~~quarterly ~~Agreement~~period ~~within~~that 15the ~~calendar~~Distribution ~~days~~Agreement ~~from~~remains ~~the~~in ~~date~~place. The offering of ~~Unicredit~~common ~~Bank’s~~stock ~~request,~~pursuant ifto ~~20%~~the orDistribution ~~more~~Agreement ofwill ~~Meridian~~terminate ~~Serbia’s~~upon ~~assets~~the ~~are~~earlier ~~seized~~of or(i) ~~impaired,~~the bysale ~~any~~of ~~judgment~~all orof ~~order,~~the ifcommon astock ~~liquidation~~subject orto ~~bankruptcy~~the ofDistribution ~~Meridian~~Agreement ~~Serbia~~and ~~occurs,~~(ii) the ~~occurrence~~termination of athe ~~material~~Distribution ~~adverse~~Agreement ~~effect~~by onthe ~~Meridian~~Company ~~Serbia,~~or ifCraig-Hallum. aEither ~~change~~party ofmay ~~control~~terminate ofthe ~~Meridian~~agreement ~~Serbia~~in ~~occurs,~~its orsole ~~Meridian~~discretion ~~Serbia’s~~at ~~failure~~any totime ~~comply~~upon ~~with~~written ~~the~~notice ~~required~~to ~~net~~the ~~debt/EBITDA~~other ~~ratio~~party.

IfNo anassurance ~~event~~can ofbe ~~default~~given ~~occurs~~that ~~under~~ the ~~Facility~~Company ~~Agreement,~~will ~~Unicredit~~sell ~~Bank~~any ~~can~~shares ~~declare~~of ~~all~~common ~~amounts~~stock ~~owed~~ under the ~~Facility~~Distribution Agreement, ~~immediately~~or, ~~due~~if ~~and~~it ~~payable~~does, ~~prohibit~~as to the ~~lending~~price or amount of ~~any~~shares ~~additional~~of ~~funds~~common tostock ~~Meridian~~that ~~Serbia,~~it ~~and~~sells ~~charge~~or the ~~amount~~dates ofwhen ~~default~~such ~~interest~~sales aswill istake ~~in compliance with applicable statutory regulations~~place.

~~Amounts~~During ~~borrowed under~~ the ~~Facility~~twelve ~~Agreement~~months ~~are~~ended ~~secured~~December by31, a2025, ~~mortgage~~we onsold ~~substantially~~an ~~all~~aggregate of 204,285 ~~Meridian~~shares ~~Serbian’s real estate; a pledge by Golden Matrix Group Beograd-Novi Beograd (“Golden Matrix Serbia”)(which is wholly-owned by the Company and which in turn owns 100%~~ of ~~Meridian~~our ~~Serbia)~~common ~~of all of the outstanding capital~~ stock ofunder ~~Meridian Serbia; a pledge by~~ the ~~Company~~ATM ofProgram ~~all~~for ofnet ~~its~~proceeds ~~ownership in Golden Matrix Serbia; and an assignment~~ of ~~Meridian~~approximately ~~Serbia’s~~$2,960,897, ~~insurance~~after ~~policies.~~deducting ~~We also guaranteed the full amount owed to Unicredit Bank pursuant to our entry into a Guaranty Agreement~~commissions.

IfAs anof ~~event~~the date of ~~default~~this ~~occurs~~Report, ~~under~~we ~~the~~are ~~Facility~~eligible ~~Agreement,~~to ~~the~~sell ~~lender~~up ~~may~~to ~~enforce~~an ~~their~~additional ~~guaranty,~~$16.9 ~~enforce~~million ~~their~~under ~~security~~the ~~interests~~Distribution Agreement, ~~attempt~~subject to ~~foreclose~~the onterms ~~our~~thereof ~~assets~~and orsubject ~~securities~~to orthe ~~those~~limitations of ~~MeridianBet~~Form ~~Group~~S-3, which ~~could~~prohibit ~~force~~ us, tofor ~~curtail~~so ~~certain~~long ofas our ~~assets~~non-affiliate ormarket ~~sell~~capitalization ~~assets~~remains orbelow ~~operations~~$75 ~~to raise funding. As a result~~million, ~~our~~from ~~cash~~selling ~~flows,~~securities ~~assets~~valued ~~and~~at ~~operations,~~more ~~may~~than beone-third ~~materially affected and the value~~ of our ~~securities~~non-affiliate ~~may~~float ~~decline~~every in12 ~~value~~months.

Our ~~Secured Convertible~~ ~~Note~~Facility Agreement requires that we meet certain ratios and comply with ~~the~~certain ~~Investor~~positive isand ~~secured~~negative bycovenants. aOur ~~Security~~failure ~~Agreement~~to ~~over~~comply ~~substantially~~with ~~all~~those requirements may result in an event of default occurring under our ~~assets~~Facility Agreement, and athe ~~pledge~~lender ofthereunder ~~the~~requiring ~~securities~~us ofto ~~certain~~pay ofamounts due or foreclosing on our ~~subsidiaries~~assets.

OnThe ~~July~~Facility 2Agreement includes certain customary representations, ~~2024~~warranties and covenants of Meridian Serbia, weand ~~entered~~requires ~~into~~Meridian Serbia to meet certain annual financial ratios, including maintaining a ~~Securities~~ratio ~~Purchase~~of ~~Agreement~~net ~~with~~debt/EBITDA ~~Lind~~of ~~Global~~less ~~Asset~~than ~~Management~~or ~~VIII~~equal ~~LLC~~to 3.0x, adetermined ~~Delaware~~on ~~limited~~an ~~partnership~~annual basis, ~~pursuant~~beginning toon December 31, 2024, which ~~the~~requirements ~~Company~~were ~~issued~~met as of December 31, 2025. Pursuant to the ~~Investor~~terms aof ~~secured,~~the ~~two-year~~Facility Agreement, ~~interest~~Meridian ~~free~~Serbia ~~convertible~~is ~~promissory~~prohibited ~~note~~from indeclaring ~~the~~a ~~principal~~dividend ~~amount~~or making any payment on Meridian Serbia’s share capital, repaying any debt to any of ~~$12~~its shareholders,~~000~~ granting loans to any party,~~000.~~ Asor ofmaking ~~December~~any 31payment to any affiliates, ~~2024~~without the prior written consent of Unicredit Bank, to the ~~principal~~extent ~~balance~~any of the ~~Secured~~forgoing ~~Convertible~~would ~~Note~~exceed ~~was~~20,000,000 Euros (approximately $921,~~600~~850,000 as of the agreement signing date).

In26 ~~connection~~Table ~~with the issuance~~ of the Secured Convertible Note, the Company entered into a Security Agreement with the Investor dated July 2, 2024, whereby the Company granted a security interest in, and pledges and assigns to the Investor over, all personal and fixture property of every kind and nature and all proceeds and products thereof of the Company, subject to the liens held by Unicredit Bank Serbia JSC Belgrade, to secure the payment and performance in full of all of the obligations of the Company to the Investor.Contents

InEvents ~~addition~~of default under the Facility Agreement include the failure to timely pay amounts thereunder when due, onbreaches ~~July~~by 2Meridian Serbia or us under the Facility Agreement or Guaranty, ~~2024~~respectively, we and/or ~~the~~other ~~Investor~~security ~~entered~~agreements ~~into~~securing asuch ~~Pledge~~documents, ~~Agreement~~if Meridian Serbia’s accounts are blocked for more than 15 consecutive days, if Meridian Serbia fails to provide any required security pursuant to ~~which~~the terms of the ~~Company~~Facility ~~pledged~~Agreement towithin 15 calendar days from the ~~Investor~~date ~~all~~of Unicredit Bank’s request, if 20% or more of ~~the~~Meridian ~~Company~~Serbia’s ~~rights~~assets are seized or impaired, ~~title~~by ~~and~~any ~~interest~~judgment inor ~~and~~order, toif ~~all~~a ~~stock~~liquidation ~~and~~or ~~other~~bankruptcy ~~equity~~of ~~interests~~Meridian ~~the~~Serbia ~~Company~~occurs, ~~owns~~the inoccurrence ~~RKings~~of ~~Competitions~~a ~~Ltd.~~material ~~and~~adverse ~~GMG~~effect ~~Assets~~on ~~Limited~~Meridian Serbia, ~~its~~if ~~wholly-owned~~a ~~subsidiaries~~change of control of Meridian Serbia occurs, or Meridian Serbia’s failure to ~~secure~~comply with the ~~repayment~~required ofnet ~~the~~debt/EBITDA ~~Note~~ratio.

32If ~~Table~~an event of ~~Contents~~default occurs under the Facility Agreement, Unicredit Bank can declare all amounts owed under the Facility Agreement immediately due and payable, prohibit the lending of any additional funds to Meridian Serbia, and charge the amount of default interest as is in compliance with applicable statutory regulations.

~~After~~Amounts ~~such~~borrowed ~~time~~under as the ~~principal~~Facility ~~amount~~Agreement are secured by a mortgage on substantially all of ~~the~~Meridian ~~Secured~~Serbian’s ~~Convertible~~real ~~Note~~estate; a pledge by Golden Matrix Group Beograd-Novi Beograd (“Golden Matrix Serbia”)(which is ~~$6,000,000~~wholly-owned orby ~~less~~the Company and, sowhich ~~long~~in asturn noowns ~~event~~100% of ~~default~~Meridian ~~has~~Serbia) ~~occurred~~of ~~and~~all isof ~~continuing,~~the atoutstanding ~~the~~capital ~~request~~stock of ~~the~~Meridian ~~Company,~~Serbia; a pledge by the ~~Investor~~Company ~~agreed~~of toall ~~release~~of its ~~lien~~ownership onin ~~its~~Golden ~~collateral~~Matrix ~~under~~Serbia; and an assignment of Meridian Serbia’s insurance policies. We also guaranteed the ~~Security~~full ~~Agreement~~amount ~~and~~owed ~~Pledge~~to Unicredit Bank pursuant to our entry into a Guaranty Agreement.

AsIf aan ~~result~~event of ~~the~~default ~~above,~~occurs ~~the~~under ~~Investor, in~~ the ~~event~~Facility ofAgreement, the ~~occurrence~~lender ofmay aenforce ~~default~~their ~~under~~guaranty, ~~the Secured Convertible Note may~~ enforce ~~its~~their security interests, ~~over~~attempt ~~our~~to ~~assets~~foreclose ~~and/or~~on our ~~subsidiaries~~assets ~~which~~or ~~secure~~securities ~~such~~or ~~obligations,~~those ~~may take control~~ of ~~our~~MeridianBet ~~assets and operations~~Group, ~~and/or~~which could force us to curtail ~~or abandon~~ certain of our ~~current~~assets ~~business~~or ~~plans~~sell ~~and~~assets or operations. Ifto ~~that~~raise ~~were~~funding. toAs ~~happen~~a result, ~~any~~our ~~investment~~cash inflows, ~~the~~assets ~~Company~~and ~~(including~~operations, ~~but~~may ~~not~~be ~~limited~~materially toaffected ~~any~~and ~~investment~~the invalue of our ~~common~~securities ~~stock)~~may ~~could~~decline ~~lose~~in value.

~~Because~~Risks weRelated ~~have~~to aOur ~~limited~~Business ~~operating~~Operations ~~history~~and ~~our future operations may not result in profitable operations.~~Industry

~~Net~~Economic ~~income~~downturns ~~attributable~~and toadverse ~~the~~political ~~Company~~and ~~decreased~~market byconditions ~~$15,182,787,~~could oradversely ~~111%,~~negatively ~~to a net loss of $ $1,480,249 for~~ affect the ~~twelve months ended December 31, 2024, from net income of $13,702,538 for the twelve months ended December 31, 2023. Additionally, we don~~Company’t have a significant operating history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to maintain profitable operations. If we are unsuccessful in addressing these risks, our s business ~~will most likely fail. Although we have generated net income in previous years~~, wefinancial ~~have~~condition ~~not generated net income in our most recent year,~~ and weresults ~~may~~of ~~not generate profitable~~ operations ~~in the future to ensure our continued growth~~.

WeThe ~~are~~Company’s ~~required~~financial performance is subject to ~~make~~European, ~~amortization~~African, ~~payments~~Central and South American, and Asian Pacific economic conditions and their impact on levels of spending by consumers and customers, particularly discretionary spending for entertainment, gaming and leisure activities. Demand for the ~~amounts~~Company’s ~~owed~~products ~~under~~may also decline as a result of an economic downturn, or economic uncertainty in the ~~Secured~~Company’s ~~Convertible~~key ~~Note~~markets, ~~upon~~particularly in Europe, Africa, Central and South America, Asia Pacific and Mexico. Economic recessions have had, and may continue to have, far reaching adverse consequences across industries, including the ~~occurrence~~global entertainment and gaming industries, which may adversely affect the Company’s business and financial condition. There is currently substantial uncertainty about the strength of ~~certain~~the ~~events~~European, African, and weCentral and South American economies, which may ~~not~~currently or in the near term be in a recession and have ~~sufficient~~experienced ~~cash~~rapid toincreases ~~make~~in ~~such~~uncertainty ~~payments~~about the pace of potential recovery. A continued economic downturn or recession, ifor ~~required~~slowing or stalled recovery therefrom, may have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.

~~Commencing~~In ~~September 20~~addition, ~~2024,~~changes ~~we were required to begin paying the outstanding principal amount of the Note~~ in 20general ~~consecutive monthly payments of $600~~market,~~000~~ ~~each (all of which payments to date have been timely made)~~economic, ~~provided~~and ~~that~~political ~~between~~conditions ~~payment~~in ~~dates,~~domestic ~~the Investor (Lind Global Asset Management VIII LLC) may increase the Repayment Amount, to up to $1,000,000 by providing written notice to the Company with such payment to be due~~ and ~~payable~~foreign ~~within~~economies ~~two~~or ~~days~~financial ~~of the receipt of such notice~~markets, ~~for~~including upfluctuation ~~to two monthly payments while the Secured Convertible Note is outstanding. At the option of the Company, the monthly payment can be made~~ in ~~cash, shares of the common~~ stock ofmarkets ~~the~~resulting ~~Company at a price based on 90% of the average five (5) lowest daily volume weighted average prices during the twenty (20) days prior to the payment date subject to a floor price of $1.75 per share~~from, oramong aother ~~combination of cash and Repayment Shares~~things, ~~provided~~trends ~~that~~in ~~if at~~ the ~~time~~economy ~~the~~and ~~Repayment Share Price is deemed to be the Floor Price~~inflation, ~~then in addition to the Repayment Shares, the Company will pay the Investor an added amount of cash~~ as ~~determined~~are ~~pursuant~~being tocurrently aexperienced ~~formula contained~~ in ~~the~~certain ~~Secured Convertible Note. In order for the Company to issue any Repayment Shares~~countries, ~~the~~may ~~Repayment~~reduce ~~Shares~~users’ ~~must~~disposable ~~either be eligible for immediate resale under Rule 144 or be registered under the Securities Act~~income. Any ~~portion~~one of athese ~~monthly~~changes ~~payment~~could ~~being~~have ~~made in cash shall include~~ a ~~premium~~material ofadverse ~~five~~effect ~~percent~~on ~~(5%)~~the ofCompany’s ~~such~~business, ~~cash~~financial ~~amount. As of December 31~~condition, ~~2024,~~results ~~the principal balance~~ of ~~the~~operations ~~Secured~~or ~~Convertible Note was $9,600,000~~prospects.

WeAdditionally, ~~may~~the ~~not~~Company’s ~~have~~business ~~cash~~depends ~~available~~on tothe ~~pay~~overall demand for gaming platforms, systems and gaming content and other technology offerings, and on the ~~required~~economic ~~Repayment~~health ~~Amounts~~of customers that benefit from the Company’s products. Economic downturns or unstable market conditions may cause customers to decrease their spending on the Company’s products and adversely affect the ~~payment~~Company’s business, financial condition and results of operations (although sometimes, paradoxically, it has the ~~Repayment~~opposite ~~Amounts~~effect). inSimilarly, ~~shares~~economic downturns could also decrease the amount of ~~common~~disposable ~~stock~~income end-users have available for gaming platforms, systems and gaming content. Additionally, as described above, public health crises may ~~cause~~disrupt ~~significant~~the ~~dilution~~operations toof ~~existing~~the ~~shareholders~~Company’s customers and partners for an unknown period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact the Company’s business and results of operations, including cash flows.

We27 ~~face~~Table ~~significant penalties if we fail to keep effective the required registration statement to register the resale~~ of ~~the shares of common stock issuable upon conversion of the Senior Secured Note and warrants.~~Contents

~~The~~Economic ~~Company~~uncertainty ~~agreed~~may toaffect ~~file~~consumer apurchases ~~registration statement (with the Securities and Exchange Commission no later than sixty (60) days from July 1, 2024, covering the resale~~ of ~~all~~discretionary ~~of the shares of common stock of the Company issuable to the Investor pursuant to the Secured Convertible Note and the Lind Warrant~~items, which ~~was~~has ~~timely~~affected ~~filed~~ and ~~became~~may ~~effective~~continue ~~on September 20, 2024. The Investor was also granted piggyback registration rights. Events of default include, but are not limited~~ to, aadversely ~~payment~~affect ~~default~~demand on any other indebtedness in excess of $500,000; failure to observe or perform any other covenant, condition or agreement contained in the Secured Convertible Note or any transaction documents; failure of the Company to instruct its transfer agent to issue unlegended share certificates; the Company’s shares are no longer publicly-traded or cease to be listed; if after six months, the shares are not available for ~~immediate resale under Rule 144; and at any time after March 3, 2025,~~ the Company’s market capitalization is below $250 million for ten consecutive days. Upon an event of default, subject to any applicable cure periods, the holder may demand that all or a portion of the outstanding principal amount be converted into shares of common stock of the Company at the lower of the conversion price products and 80% of the average of the three lowest daily VWAPs during the 20 days prior to the delivery of the conversion notice, subject to the Floor Price, provided that if at the time of such demand the conversion price is deemed to be the Floor Price, then in addition, to the shares of common stock of the Company at the Floor Price, the Company will pay the holder an additional amount of cash as determined pursuant to a formula contained in the Secured Convertible Noteservices. Upon the occurrence of an event of default as described in the Secured Convertible Note and subject to certain cure rights set forth therein, the holder may at any time at its option declare the Secured Convertible Note immediately due and payable, together with an additional 20% of the outstanding principal amount thereof.

33The ~~Table~~Company’s products and services may be considered discretionary items for consumers. Factors affecting the level of ~~Contents~~consumer spending for such discretionary items include general economic conditions and other factors such as consumer confidence in future economic conditions, fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing of government stimulus programs, levels of unemployment, inflation, and tax rates. As global economic conditions continue to be volatile or economic uncertainty remains, and with increasing inflation and interest rates, trends in consumer discretionary spending also remain unpredictable and subject to reductions as a result of significant increases in employment, financial market instability, and uncertainties about the future. Unfavorable economic conditions have led, and in the future may lead, consumers to reduce their spending on gaming products and services, which in turn leads to a decrease in the demand for the Company’s products and services. Consumer demand for the products and services of the Company may decline as a result of an economic downturn, or economic uncertainty. The Company’s sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on the Company’s business, results of operations, and financial condition.

In February 2022, an armed conflict escalated between Russia and Ukraine. The ~~failure~~sanctions toannounced ~~maintain~~by the ~~effectiveness~~United ofStates ~~the~~and ~~Registration~~other ~~Statement~~countries ~~could~~against ~~require~~Russia usand toBelarus ~~pay~~following ~~significant~~Russia’s ~~penalties~~invasion of Ukraine to ~~the~~date ~~Investor~~include ~~and/~~restrictions on selling or importing goods, services, or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia and Belarus. The United States and other countries could ~~reduce~~impose ~~the~~wider ~~conversion~~sanctions ~~price~~and oftake other actions should the ~~Secured~~conflict ~~Convertible~~further ~~Note~~escalate.

~~Risks~~Separately, ~~Related~~in October 2023, Israel and certain Iranian-backed Palestinian forces began an armed conflict in Israel, the Gaza Strip, and surrounding areas, which has since expanded into broader regional hostilities involving Iran and other actors. Tensions between the United States and Iran have also escalated significantly since 2025, including military strikes by the United States and its allies against Iranian targets, retaliatory actions by Iranian-aligned forces, disruptions to ~~Our~~regional ~~Business~~security, ~~Operations~~and additional economic sanctions and ~~Industry~~trade restrictions targeting Iran and entities involved in Iran’s energy, military, and financial networks. These developments have increased geopolitical instability in the Middle East and have contributed to volatility in global energy markets and international shipping routes.

~~Economic~~Although ~~downturns~~the Company does not currently, and ~~adverse~~does ~~political~~not plan to, do business in Russia, Belarus, Ukraine, Israel, or Iran, it is not possible to predict the broader consequences of these ongoing conflicts and ~~market~~geopolitical tensions, which could include further sanctions, embargoes, regional instability, disruptions to global trade and energy markets, and broader geopolitical shifts. It is also not possible to predict with certainty the duration or ultimate outcome of these conflicts or their potential effects on global economic conditions, consumer spending habits, currency exchange rates, supply chains, financial markets, or regulatory environments, any of which could adversely ~~negatively~~impact ~~affect~~ the ~~Company’s~~ business, financial condition, and results of operations of the Company.

~~The~~28 ~~Company’s~~Table ~~financial performance is subject to European, African, Central and South American, and Asian Pacific economic conditions and their impact on levels~~ of spending by consumers and customers, particularly discretionary spending for entertainment, gaming and leisure activities. Demand for the Company’s products may also decline as a result of an economic downturn, or economic uncertainty in the Company’s key markets, particularly in Europe, Africa, Central and South America, Asia Pacific and Mexico. Economic recessions have had, and may continue to have, far reaching adverse consequences across industries, including the global entertainment and gaming industries, which may adversely affect the Company’s business and financial condition. There is currently substantial uncertainty about the strength of the European, African, and Central and South American economies, which may currently or in the near term be in a recession and have experienced rapid increases in uncertainty about the pace of potential recovery. A continued economic downturn or recession, or slowing or stalled recovery therefrom, may have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.Contents

InEconomic ~~addition,~~uncertainty ~~changes~~may inaffect ~~general~~our ~~market,~~access ~~economic,~~to ~~and~~capital ~~political conditions in domestic~~ and ~~foreign economies~~ /or ~~financial~~increase ~~markets, including fluctuation in stock markets resulting from, among other things, trends in~~ the ~~economy~~costs ~~and inflation, as are being currently experienced in certain countries, may reduce users’ disposable income. Any one~~ of ~~these~~such ~~changes could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects~~capital.

~~Additionally,~~Global ~~the~~economic ~~Company’s~~conditions ~~business~~continue ~~depends~~to onbe ~~the~~volatile ~~overall~~and ~~demand~~uncertain ~~for~~due ~~gaming platforms~~to, ~~systems~~among ~~and gaming content and~~ other ~~technology offerings~~things, ~~and~~consumer onconfidence ~~the~~in future economic ~~health~~conditions, fears of ~~customers~~recession ~~that~~and ~~benefit~~trade ~~from~~wars, the ~~Company’s~~price ~~products.~~of ~~Economic~~energy, ~~downturns~~fluctuating orinterest ~~unstable~~rates, ~~market~~the ~~conditions~~availability ~~may~~and ~~cause~~cost ~~customers~~of toconsumer ~~decrease~~credit, ~~their spending on~~ the ~~Company’s~~availability ~~products~~ and ~~adversely~~timing ~~affect~~of ~~the~~government ~~Company’s~~stimulus ~~business~~programs, ~~financial~~levels ~~condition~~of ~~and~~unemployment, ~~results~~rates of ~~operations~~inflation, ~~(although~~tax ~~sometimes~~rates, ~~paradoxically,~~the itongoing ~~has~~conflicts between the ~~opposite~~Ukraine ~~effect).~~and ~~Similarly~~Russia, ~~economic~~Israel ~~downturns~~and ~~could~~Hamas, ~~also~~and ~~decrease~~ the ~~amount~~U.S. ofand ~~disposable~~Iran. ~~income~~These ~~end-users~~conditions ~~have~~remain ~~available~~unpredictable ~~for gaming platforms, systems~~ and ~~gaming~~create ~~content.~~uncertainties ~~Additionally,~~about asour ~~described~~ability ~~above,~~to ~~public~~raise ~~health~~capital ~~crises~~in ~~may disrupt~~ the ~~operations~~future. ofIn the ~~Company’s~~event ~~customers~~required ~~and~~capital ~~partners~~becomes ~~for~~unavailable anin ~~unknown~~the ~~period of time~~future, ~~including as a result of travel restrictions and/~~or ~~business~~more ~~shutdowns~~costly, ~~all~~it ofcould ~~which~~have ~~could~~a ~~negatively~~material ~~impact~~adverse ~~the~~effect ~~Company’s~~on our business, ~~and~~ results of operations, ~~including~~and ~~cash~~financial ~~flows~~condition.

~~Economic~~A ~~uncertainty~~reduction ~~may~~in ~~affect~~discretionary consumer ~~purchases~~spending, offrom ~~discretionary~~an ~~items,~~economic ~~which~~downturn ~~has~~or ~~affected~~disruption ~~and~~of ~~may~~financial ~~continue~~markets toor ~~adversely~~other ~~affect~~factors, ~~demand~~could ~~for~~negatively impact the financial ~~Company’s products~~performance ~~and~~of ~~services~~the Company.

~~The~~Gaming ~~Company’s products~~ and ~~services~~other ~~may~~leisure beactivities ~~considered~~that ~~discretionary items for consumers. Factors affecting~~ the ~~level~~Company ofand ~~consumer~~its ~~spending~~customers ~~for~~offer ~~such~~represent discretionary ~~items~~expenditures ~~include general economic conditions~~ and ~~other~~players’ ~~factors~~participation ~~such as consumer confidence~~ in ~~future~~those ~~economic~~activities ~~conditions,~~may ~~fears~~decline ofif ~~recession~~discretionary ~~and trade wars, the price of energy, fluctuating interest rates, the availability and cost of~~ consumer ~~credit,~~spending ~~the availability and timing of government stimulus programs~~declines, ~~levels~~including ofduring ~~unemployment, inflation, and tax rates. As global~~ economic ~~conditions continue to be volatile or economic uncertainty remains~~downturns, ~~and~~when ~~with~~consumers ~~increasing~~generally ~~inflation~~earn ~~and~~less ~~interest~~disposable ~~rates,~~income. ~~trends~~Changes in ~~consumer~~ discretionary ~~spending~~consumer also remain unpredictable and subject to reductions as a result of significant increases in employment, financial market instability, and uncertainties about the future. Unfavorable economic conditions have led, and in the future may lead, consumers to reduce their spending on gaming products and services, which in turn leads to a decrease in the demand for the Company’s products and services. Consumer demand for the products and services of the Company may decline as a result of an economic downturn, or ~~economic uncertainty. The Company’s sensitivity to economic cycles and any related fluctuation in~~ consumer ~~demand~~preferences ~~may~~are ~~have~~driven aby ~~material~~factors ~~adverse~~beyond ~~effect on~~ the Company’s ~~business~~control, ~~results~~such ~~of operations, and financial condition.~~as:

In· ~~February~~perceived ~~2022,~~or anactual ~~armed~~general ~~conflict~~economic ~~escalated~~conditions; ~~between~~· ~~Russia~~fears ~~and~~of ~~Ukraine.~~recession ~~The sanctions announced by the United States~~ and ~~other~~changes ~~countries~~in ~~against~~consumer ~~Russia~~confidence ~~and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services, or technology~~ in orthe ~~from~~economy; ~~affected~~· ~~regions~~high ~~and travel bans and asset freezes impacting connected individuals and political~~energy, ~~military,~~fuel ~~business,~~ and ~~financial~~other ~~organizations~~commodity incosts; ~~Russia~~· ~~and~~the ~~Belarus.~~potential ~~The~~for ~~United~~bank ~~States~~failures ~~and~~or other ~~countries~~financial ~~could~~crises; ~~impose~~· ~~wider~~a ~~sanctions~~soft ~~and~~job ~~take~~market; ~~other~~· ~~actions~~an ~~should~~actual ~~the~~or ~~conflict~~perceived ~~further~~decrease ~~escalate. Separately,~~ in ~~October~~disposable ~~2023,~~consumer ~~Israel~~income and ~~certain~~wealth; ~~Iranian-backed~~· ~~Palestinian~~increases ~~forces began an armed conflict~~ in ~~Israel~~taxes, ~~the~~including ~~Gaza~~gaming ~~Strip,~~taxes ~~and~~or ~~surrounding~~fees; ~~areas. Although the Company does not currently,~~ and ~~does~~· ~~not~~terrorist ~~plan~~attacks ~~to, do business in Russia, Belarus, Ukraine,~~ or ~~Israel,~~other itglobal ~~is not possible to predict the broader consequences of these ongoing conflicts, which could include further sanctions, embargoes, regional instability, and geopolitical shifts~~events. It is also not possible to predict with certainty these ongoing conflicts and additional adverse effects on existing macroeconomic conditions, consumer spending habits, currency exchange rates, and financial markets, all of which have impacted and could further impact the business, financial condition, and results of operations of the Company.

34During ~~Table~~periods of ~~Contents~~economic contraction, the Company’s revenues may decrease while most of the Company’s costs remain fixed and some costs even increase, resulting in decreased earnings.

The Company’s financial performance is, and will be, subject to European, African, Central and South American, Asian Pacific and Mexican economic conditions and their impact on levels of spending by consumers and customers, particularly discretionary spending for entertainment, gaming and leisure activities. Economic ~~uncertainty~~recessions may have adverse consequences across industries, including the global entertainment and gaming industries, which may adversely affect ~~our~~the ~~access~~Company’s tobusiness ~~capital~~and financial condition. There is substantial uncertainty about the strength of the European, African, Central and/ South American, Asian Pacific and Mexican economies, which may currently or ~~increase~~in the ~~costs~~near term be in a recession and have experienced rapid increases in uncertainty about the pace of ~~such~~potential ~~capital~~recovery. 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 inflation, as are being currently experienced, may reduce users’ disposable income.

~~Global~~We ~~economic~~believe ~~conditions~~that ~~continue~~the toCompany’s bebusiness ~~volatile~~will ~~and~~continue ~~uncertain due~~ to, ~~among~~be ~~other~~resilient ~~things,~~through ~~consumer~~a ~~confidence~~continued ~~in future~~ economic ~~conditions,~~downturn ~~fears~~or of recession ~~and trade wars~~, ~~the~~or ~~price~~slowing ofor ~~energy,~~stalled ~~fluctuating~~recovery ~~interest rates~~therefrom, ~~the availability~~ and ~~cost~~that ~~of consumer credit,~~ the ~~availability~~Company ~~and~~will ~~timing~~have ~~of government stimulus programs, levels of unemployment, rates of inflation, tax rates,~~ the ~~ongoing~~liquidity ~~conflict~~to ~~between~~address the ~~Ukraine~~Company’s ~~and~~financial ~~Russia~~obligations and ~~the~~alleviate ~~war~~possible ~~between~~adverse ~~Israel~~effects ~~and~~on ~~Hamas. These conditions remain unpredictable and create uncertainties about our ability to raise capital in~~ the ~~future.~~Company’s ~~In the event required capital becomes unavailable in the future~~business, orfinancial ~~more costly~~condition, ~~it could have a material adverse effect on our business,~~ results of operations, ~~and~~or ~~financial condition~~prospects.

AWe ~~reduction~~are insubject ~~discretionary~~to ~~consumer~~competitive ~~spending,~~pressures arising from ancompetition ~~economic~~in ~~downturn~~online orbetting ~~disruption~~and ofiGaming, ~~financial~~as ~~markets~~well oras ~~other~~from ~~factors~~prediction markets, ~~could~~illegal ~~negatively~~operators ~~impact the financial~~and ~~performance of~~new entrants into the ~~Company~~markets in which we operate.

~~Gaming~~We operate in a highly competitive and ~~other~~rapidly ~~leisure~~evolving ~~activities~~global ~~that~~online ~~the~~betting ~~Company~~and iGaming industry, and ~~its~~we ~~customers~~expect ~~offer~~competitive ~~represent~~pressures ~~discretionary~~to ~~expenditures~~intensify in the future. Our competitors include large international operators, well-established local providers and ~~players’~~new ~~participation~~entrants inoffering ~~those~~adjacent ~~activities~~or alternative wagering products. Many of these competitors operate at greater scale, benefit from stronger brand recognition and may ~~decline~~devote ifmore ~~discretionary~~resources ~~consumer~~to ~~spending~~product ~~declines~~development, ~~including~~marketing, ~~during~~pricing ~~economic~~strategies ~~downturns~~and promotional activity, ~~when~~which ~~consumers~~may ~~generally~~enable ~~earn~~them ~~less~~to ~~disposable~~develop ~~income~~more commercially successful offerings. ~~Changes~~In inaddition, ~~discretionary~~barriers ~~consumer~~to ~~spending~~customers orswitching ~~consumer~~between ~~preferences~~operators are ~~driven~~relatively bylow, ~~factors~~increasing ~~beyond~~ the ~~Company’s~~likelihood ~~control,~~that ~~such~~customers ~~as:~~may choose competing platforms.

•29 ~~perceived~~Table ~~or actual general economic conditions; • fears~~ of recession and changes in consumer confidence in the economy; • high energy, fuel and other commodity costs; • the potential for bank failures or other financial crises; • a soft job market; • an actual or perceived decrease in disposable consumer income and wealth; • increases in taxes, including gaming taxes or fees; and • terrorist attacks or other global events.Contents

~~During~~We ~~periods~~also ofcompete ~~economic~~with ~~contraction~~companies utilizing emerging business models, ~~the~~including ~~Company’s~~prediction ~~revenues~~markets and other derivatives-based products. As a result, such providers may ~~decrease~~compete ~~while~~with ~~most~~us ofmore ~~the~~effectively ~~Company’s~~due to differences in regulatory requirements, cost structures or operating models. Additionally, in certain jurisdictions, we also compete with illegal operators that do not comply with licensing, regulatory, tax or consumer protection requirements, enabling them to avoid associated costs ~~remain~~and ~~fixed~~restrictions. In addition, consolidation within the betting and ~~some~~gaming ~~costs~~industry ~~even~~could ~~increase~~create larger competitors with greater financial, technical and operational resources, potentially resulting in ~~decreased~~a ~~earnings~~loss of market share that could materially adversely affect our business, financial condition and results of operations.

~~The~~Global ~~Company’s~~pandemics ~~financial~~could ~~performance~~in ~~is,~~the ~~and~~future ~~will~~have ~~be,~~an ~~subject~~adverse ~~to European, African, Central and South American, Asian Pacific and Mexican economic conditions and their~~ impact on ~~levels~~our ofrevenue ~~spending by consumers~~ and ~~customers,~~results 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. There is substantial uncertainty about the strength of the European, African, Central and South American, Asian Pacific and Mexican economies, which may currently or in the near term be in a recession and have experienced rapid increases in uncertainty about the pace of potential recoveryoperations. 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 inflation, as are being currently experienced, may reduce users’ disposable income.

35Our ~~Table~~business and operations have not to date been, but could in the future be, adversely affected by health epidemics and pandemics. However, economic recessions, including those brought on by epidemic or pandemic outbreaks may have a negative effect on the demand for our products, services and our operating results. The range of ~~Contents~~possible impacts on the Company’s business could include, but are not limited to: (i) changing demand for the Company’s products and services; (ii) the closure of, or reduction in the number of persons who may be present in, establishments using the Company’s technology (resulting in a decrease in demand for such technology); (iii) decreases in the amount of discretionary spending available to consumers and/or the amount such consumers are willing to spend; and (iv) increasing contraction in the capital markets.

WeThe ~~believe that the~~ Company’s ~~business~~ongoing ~~will~~investments in ~~continue~~new toproducts, ~~be resilient through a continued economic downturn or recession~~services, orand ~~slowing~~technologies oris ~~stalled~~inherently ~~recovery therefrom~~risky, and ~~that~~could ~~the~~divert ~~Company~~management ~~will~~attention ~~have the liquidity to address the Company’s financial obligations~~ and ~~alleviate possible adverse effects on~~ harm the Company’s ~~business,~~ financial condition, ~~results~~and ofoperating ~~operations or prospects~~results.

~~Global~~The ~~pandemics~~Company ~~could~~has invested in ~~the~~new ~~future~~products, ~~have~~services, and technologies. Such investments ultimately may not be commercially viable or may not result in an ~~adverse~~adequate ~~impact~~return onof ~~our~~capital ~~revenue~~and, in pursuing new strategies, the entities may incur unanticipated liabilities. These endeavors may involve significant risks and ~~results~~uncertainties, including diversion of resources and management attention from then current operations. In addition, new and evolving products and services, raise technological, legal, regulatory, and other challenges, which may negatively affect the Company’s brand and demand for its products and services. Because all of these new ventures are inherently risky, no assurance can be given that such strategies and offerings will be successful and will not harm the reputation, financial condition, and operating results of the Company.

~~Our~~The ~~business~~Company operates ~~and operations have not to date been, but could~~ in ~~the future be, adversely affected by health epidemics and pandemics. However, economic recessions, including those brought on by epidemic or pandemic outbreaks may have~~ a ~~negative~~rapidly ~~effect~~evolving onindustry ~~the demand for our products, services~~ and ~~our~~if ~~operating~~it ~~results.~~fails ~~The~~to ~~range~~successfully ~~of possible impacts on the Company’s business could include~~develop, ~~but~~market ~~are~~or ~~not~~sell ~~limited~~new ~~to: (i) changing demand for the Company’s~~ products ~~and services; (ii) the closure of,~~ or ~~reduction~~adopt innew ~~the number of persons who may be present in~~technology, ~~establishments~~it ~~using~~could ~~the~~materially ~~Company’s~~adversely ~~technology~~affect its results ~~(resulting in a decrease in demand for such technology); (iii) decreases in the amount~~ of ~~discretionary~~operations ~~spending available to consumers~~ and~~/or~~ ~~the~~financial ~~amount such consumers are willing to spend; and (v) increasing contraction in the capital markets~~condition.

WeThe ~~believe~~Company ~~that~~competes wein ~~have~~a ~~sufficient~~market ~~cash~~characterized onby ~~hand,~~rapid ~~and~~technological ~~the ability to raise additional funding~~advances, orevolving ~~borrow~~standards ~~additional~~in ~~funding,~~software astechnology ~~needed,~~and tofrequent ~~support~~new ~~our~~product ~~operations~~introductions ~~for~~and ~~the~~enhancements ~~foreseeable future, except~~ that wemay ~~anticipate~~render ~~the~~existing ~~need~~products toand ~~raise~~services ~~capital~~obsolete. toCompetitors ~~repay~~are ~~the~~continuously ~~$9,600,000~~upgrading ~~outstanding~~their ~~under~~product ~~the~~offerings ~~Secured~~with ~~Convertible~~new ~~Note as of December 31~~features, ~~2024,~~functions ~~the~~and ~~$20~~content.2 ~~million~~In ~~owed~~order ~~under~~to ~~the~~remain ~~Facility Agreement as of December 31~~competitive, ~~2024, and to pay certain post-closing amounts due in connection with~~ the ~~acquisition of the MeridianBet Group, as discussed in greater detail below under “The~~ Company will ~~likely~~ need to ~~raise~~continuously ~~funding~~modify toand ~~pay~~enhance ~~the~~its ~~post-closing~~technology ~~obligations~~platform ~~associated~~and ~~with~~service ~~the~~offerings. ~~Meridian~~The ~~Purchase~~Company ~~Agreement, the terms of which~~ may not be ~~favorable,~~able ~~may~~to ~~necessitate~~respond ~~the~~to ~~payment~~rapid oftechnological ~~interest~~changes ~~which~~in ~~otherwise~~its ~~would~~industry. ~~not~~In ~~need to be paid~~addition, ~~and~~the ~~may~~introduction ~~cause~~of ~~dilution”; however, we will continue to evaluate our business operations based on~~ new ~~information~~products asor itupdated ~~becomes~~versions ~~available and will make changes that we consider necessary in light~~ of ~~any~~existing ~~new~~products ~~developments~~has ~~regarding~~inherent ~~pandemics~~risks, ~~and~~including, ~~epidemics~~but ~~and~~not ~~its~~limited ~~effect~~to, onrisks ~~the economy.~~concerning:

~~The~~· ~~Company~~product quality, including the possibility of software defects, which could result in claims against us or the inability to sell our products; · the accuracy of our estimates of customer demand, and the fit of the new products and features with a customer’s ~~planned~~needs; ~~Player2P~~· ~~gaming~~the ~~product~~need isto ~~currently~~educate onour ~~hold~~personnel to work with the new products and wefeatures, which may ~~never~~strain ~~move~~our ~~forward~~resources ~~with~~and ~~such~~lengthen ~~gaming~~sales; · market acceptance of initial product releases; and · competitor product introductions or regulatory changes that render our new products obsolete.

~~The~~30 ~~Company~~Table ~~has developed its own proprietary Peer-to-Peer E-sports gaming product. However, the launch~~ of the Peer-to-Peer gaming product is currently on hold until further notice, so that the Company can focus on other projects. This product, if released, will be marketed as the Player2P Platform (“Player2P”). The Player2P brand, if released, will be focused solely on esports gambling and 18+ gaming (i.e., gaming by those 18 years of age and older). In the event we decide to move forward with the launch of Player2P, we may not receive regulatory approvals, we may be unable to launch Player2P in the U.S. or other jurisdictions, or such launch might be impractical, which would ultimately cause such product not to be successful. In the event we choose not to launch Player2P, the funds used by the Company to develop such game may be lost, which may have a material adverse effect on our results of operations and/or prospects, and ultimately the value of our securities.Contents

The Company’s ~~ongoing~~may ~~investments~~ not be successful in creating new technology for its products, ~~services~~in the future. The Company may encounter errors resulting from a significant rewrite of software code. In addition, ~~and~~as ~~technologies~~the isCompany ~~inherently~~transitions ~~risky~~to newer technology platforms for its products, ~~and~~its ~~could~~customers ~~divert~~may ~~management~~encounter ~~attention~~difficulties ~~and~~in ~~harm~~ the ~~Company’s~~upgrade ~~financial~~process, ~~condition~~which ~~and~~could ~~operating~~cause ~~results~~the Company to lose revenue.

~~The~~Developing, ~~Company~~enhancing ~~has~~and ~~invested~~localizing insoftware ~~new~~is ~~products~~expensive, ~~services,~~ and ~~technologies.~~the ~~Such~~investment ~~investments~~in ~~ultimately~~product development may ~~not~~involve bea ~~commercially~~long ~~viable~~payback orcycle. ~~may~~The ~~not~~Company’s ~~result~~future inplans aninclude ~~adequate~~additional ~~return~~investments ~~of capital and,~~ in ~~pursuing~~the ~~new~~development ~~strategies,~~of the ~~entities~~Company’s ~~may~~software ~~incur~~and ~~unanticipated~~other ~~liabilities~~intellectual property. ~~These~~We ~~endeavors~~will ~~may~~need ~~involve~~to ~~significant~~continue ~~risks~~to ~~and~~dedicate ~~uncertainties,~~a ~~including~~significant ~~diversion~~amount of resources ~~and~~to ~~management~~development ~~attention~~efforts ~~from~~to ~~then~~maintain ~~current~~our ~~operations~~competitive position. ~~In addition~~However, ~~new~~the ~~and~~Company ~~evolving~~may ~~products~~not ~~and~~receive ~~services,~~significant ~~raise~~revenue ~~technological,~~from ~~legal,~~these ~~regulatory,~~investments ~~and~~for ~~other~~several ~~challenges~~years, ~~which~~if ~~may~~at ~~negatively~~all. ~~affect~~In addition, as the Company’s ~~brand~~or ~~and demand for~~ its ~~products~~competitors ~~and~~introduce ~~services. Because all of these~~ new ~~ventures~~or ~~are~~enhanced ~~inherently risky~~products, nothe ~~assurance~~demand ~~can~~for ~~be given that such strategies and offerings will be successful and will not harm~~ the ~~reputation,~~Company’s ~~financial condition~~products, ~~and~~particularly ~~operating~~older ~~results~~versions of the Company’s products may decline.

36The ~~Table~~Company relies on third-party providers to validate the identity and identify the location of ~~Contents~~users, and if such providers fail to perform adequately or provide accurate information or we do not maintain business relationships with them, the business, financial condition and results of operations of the Company could be adversely affected.

There is no guarantee that the third-party geolocation and identity verification systems that the Company relies on will perform adequately, or be effective. The Company ~~operates~~ relies on geolocation and identity verification systems to ensure that we are in acompliance ~~rapidly~~with ~~evolving~~certain ~~industry~~applicable laws and ifregulations, itand ~~fails~~any service disruption to ~~successfully~~those ~~develop~~systems would prohibit us from operating and adversely affect our business. Additionally, ~~market~~incorrect or ~~sell~~misleading ~~new~~geolocation ~~products~~and identity verification data with respect to current or ~~adopt~~potential ~~new~~users ~~technology~~received from third-party service providers may result in them inadvertently allowing access to our product offerings to individuals who should not be permitted to access them, itor ~~could~~otherwise ~~materially~~inadvertently ~~adversely~~denying ~~affect its results~~access to individuals who should be able to access such product offerings, in each case based on an inaccurate identity or geographic location determination. Their third-party geolocation service providers rely on their ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes, disruptions or temporary or permanent failure to access such sources by their third-party service providers may result in the inability of the Company to accurately determine the location of users. Moreover, our inability to maintain existing contracts with third-party service providers, or to replace them with equivalent third parties, may result in their inability to access geolocation and identity verification data necessary for our day-to-day operations. If any of these risks materialize, the Company may be subject to disciplinary action, fines or lawsuits, may lose licenses, and our business, financial condition and results of operations could be adversely affected.

The Company ~~competes~~relies inon athird-party ~~market~~payment ~~characterized~~processors byto ~~rapid~~process ~~technological~~deposits ~~advances, evolving standards in software technology~~ and ~~frequent~~withdrawals ~~new~~made ~~product~~by ~~introductions~~users, and ~~enhancements~~if ~~that~~they ~~may~~cannot ~~render~~manage ~~existing products and services obsolete. Competitors are continuously upgrading~~ their ~~product~~relationships ~~offerings~~ with ~~new~~such ~~features,~~third ~~functions~~parties and ~~content.~~other Inpayment-related ~~order~~risks, totheir ~~remain competitive~~business, ~~the~~financial ~~Company~~condition ~~will need to continuously modify~~ and ~~enhance~~results ~~its~~of ~~technology~~operations ~~platform~~could ~~and service offerings. The Company may not~~ be ~~able~~adversely ~~to respond to rapid technological changes in its industry~~affected. ~~In addition, the introduction of new products or updated versions of existing products has inherent risks, including, but not limited to, risks concerning:~~

•The ~~product~~Company ~~quality,~~relies ~~including~~on ~~the~~a ~~possibility~~limited number of ~~software~~third-party ~~defects,~~payment ~~which~~processors ~~could~~to ~~result~~process indeposits ~~claims~~and ~~against~~withdrawals usmade by users. If any of their third-party payment processors terminates their relationship or refuses to renew their agreements on commercially reasonable terms, the ~~inability~~Company would need to ~~sell~~find ~~our~~an ~~products;~~alternate •payment ~~the~~processor, ~~accuracy~~and ofmay ~~our~~not ~~estimates~~be ofable ~~customer~~to ~~demand~~secure similar terms or replace such payment processor in an acceptable time frame. Further, the software and services provided by our third-party payment processors may not meet the ~~fit~~expectations of the ~~new~~Company, ~~products~~may ~~and~~contain ~~features~~errors ~~with~~or avulnerabilities, ~~customer’s~~may ~~needs;~~be •compromised or experience outages. Any of these risks could cause the ~~need~~Company to ~~educate~~lose ~~our~~its ~~personnel~~ability to ~~work~~accept ~~with~~online ~~the~~payments ~~new~~or ~~products~~other ~~and~~payment ~~features,~~transactions ~~which~~or ~~may~~make ~~strain~~timely ~~our~~payments ~~resources~~to ~~and~~its ~~lengthen~~users, ~~sales;~~any •of ~~market~~which ~~acceptance~~could ofmake ~~initial~~their ~~product~~technology ~~releases;~~less trustworthy and •convenient ~~competitor~~and ~~product~~adversely ~~introductions~~affect orits ~~regulatory~~ability ~~changes~~to ~~that~~attract ~~render~~and ~~our~~retain ~~new~~users, ~~products~~or ~~obsolete~~comply with applicable laws and regulations.

~~The~~Nearly all of the Company’s ~~may~~payments ~~not~~are bemade ~~successful~~by incredit ~~creating~~card, ~~new~~debit ~~technology~~card ~~for~~or ~~its~~through ~~products~~other third-party payment services, which subjects it to certain regulations and the risk of fraud. They may in the future. ~~The~~offer ~~Company~~new payment options to users that may ~~encounter~~be ~~errors~~subject ~~resulting~~to ~~from~~additional aregulations ~~significant~~and ~~rewrite~~risks. We are also subject to a number of ~~software~~other ~~code.~~laws Inand ~~addition,~~regulations asrelating to the ~~Company~~payments ~~transitions~~that we accept from users, including with respect to ~~newer~~money ~~technology~~laundering, ~~platforms~~money ~~for~~transfers, ~~its~~privacy ~~products~~and information security. If we fail to comply with applicable rules and regulations, ~~its~~we ~~customers~~may be subject to civil or criminal penalties, fines and/or higher transaction fees and may ~~encounter~~lose ~~difficulties~~our inability ~~the~~to ~~upgrade~~accept ~~process~~online payments or other payment card transactions, which could ~~cause~~make our product offerings less convenient and attractive to users. If any of these events were to occur, the business, financial condition and results of operations of the Company could be adversely affected. Additionally, we may be subject to ~~lose~~fines ~~revenue~~or penalties for failing to comply with applicable rules and regulations which could include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.

~~Developing,~~31 ~~enhancing~~Table ~~and localizing software is expensive, and the investment in product development may involve a long payback cycle. The Company’s future plans include additional investments in the development~~ of the Company’s software and other intellectual property. We will need to continue to dedicate a significant amount of resources to development efforts to maintain our competitive position. However, the Company may not receive significant revenue from these investments for several years, if at all. In addition, as the Company or its competitors introduce new or enhanced products, the demand for the Company’s products, particularly older versions of the Company’s products may decline.Contents

~~The~~If the Company ~~relies~~is onnot ~~third-party~~able ~~providers~~ to ~~validate~~compete ~~the~~effectively ~~identity~~against ~~and~~companies ~~identify the location of users, and if such providers fail to perform adequately or provide accurate information or we do not maintain business relationships~~ with ~~them,~~greater resources, the ~~business,~~Company’s ~~financial~~prospects ~~condition~~for ~~and~~future ~~results~~success ofwill ~~operations of the Company could~~ be ~~adversely affected~~jeopardized.

~~There~~The isgaming noplatforms, ~~guarantee~~systems ~~that the third-party geolocation~~ and ~~identity~~gaming ~~verification~~content ~~systems~~industries ~~that~~are ~~the~~highly ~~Company relies on will perform adequately, or be effective~~competitive. The Company ~~relies~~competes ~~on geolocation and identity verification systems to ensure that we are in compliance~~ with ~~certain~~numerous ~~applicable~~local ~~laws~~competitors ~~and~~for ~~regulations,~~such ~~and~~services. ~~any~~Many ~~service~~of ~~disruption~~the toCompany’s ~~those~~competitors ~~systems~~are ~~would prohibit us from operating and adversely affect our business. Additionally~~larger, ~~incorrect~~more orestablished ~~misleading~~companies ~~geolocation and identity verification data~~ with ~~respect~~greater toresources ~~current or potential users received from third-party service providers may result in them inadvertently allowing access~~ to ~~our~~devote ~~product offerings~~ to ~~individuals who should not be permitted to access them~~marketing, oras ~~otherwise~~well ~~inadvertently~~as ~~denying~~greater ~~access~~brand ~~to individuals who should be able to access such product offerings, in each case based on an inaccurate identity or geographic location determination~~recognition. ~~Their third-party geolocation service providers rely on their ability to obtain information necessary to determine geolocation from mobile devices~~Moreover, ~~operating~~if ~~systems,~~one ~~and other sources. Changes, disruptions~~ or ~~temporary~~more ~~or permanent failure to access such sources by their third-party service providers may result in the inability~~ of the Company’s tocompetitors ~~accurately~~or ~~determine~~suppliers ~~the~~were ~~location of users. Moreover, our inability~~ to ~~maintain existing contracts with third-party service providers~~merge, orthe tochange ~~replace them with equivalent third parties, may result~~ in ~~their~~the ~~inability~~competitive tolandscape ~~access~~could ~~geolocation~~adversely ~~and~~affect ~~identity~~the ~~verification~~Company’s ~~data~~competitive ~~necessary for our day-to-day operations~~position. If ~~any~~we ofdo ~~these~~not ~~risks~~compete ~~materialize~~effectively, the Company’s ~~may~~net ~~be subject to disciplinary action~~sales, ~~fines or lawsuits~~margins, ~~may~~and ~~lose~~profitability ~~licenses,~~ and ~~our~~the ~~business,~~Company’s ~~financial~~future ~~condition~~prospects ~~and~~for ~~results~~success ofmay ~~operations could~~ be ~~adversely affected~~harmed.

37The ~~Table~~Company’s ofongoing ~~Contents~~investments in new products, services, and technologies is inherently risky, and could divert management attention and harm the Company’s financial condition and operating results.

The Company ~~relies~~has oninvested ~~third-party~~in ~~payment~~new ~~processors~~products, toservices, ~~process~~and ~~deposits~~technologies. Such investments ultimately may not be commercially viable or may not result in an adequate return of capital and, ~~withdrawals~~in ~~made~~pursuing bynew ~~users~~strategies, the entities may incur unanticipated liabilities. These endeavors may involve significant risks and ifuncertainties, ~~they~~including ~~cannot~~diversion ~~manage~~of ~~their~~resources ~~relationships~~and ~~with~~management ~~such~~attention ~~third~~from ~~parties~~then current operations. In addition, new and ~~other~~evolving ~~payment-related~~products ~~risks~~and services, ~~their~~raise ~~business~~technological, ~~financial~~legal, ~~condition~~regulatory, and ~~results~~other challenges, which may negatively affect the Company’s brand and demand for its products and services. Because all of ~~operations~~these ~~could~~new ventures are inherently risky, no assurance can be ~~adversely~~given ~~affected~~that such strategies and offerings will be successful and will not harm the reputation, financial condition, and operating results of the Company.

~~The~~In ~~Company~~the ~~relies~~past onwe ahave ~~limited~~been ~~number~~affected ofby, ~~third-party payment processors to process deposits~~ and ~~withdrawals~~in ~~made by users. If any of their third-party payment processors terminates their relationship or refuses to renew their agreements on commercially reasonable terms,~~ the ~~Company would need to find an alternate payment processor~~future, ~~and~~we may ~~not~~ be ~~able~~affected toby, ~~secure~~unauthorized ~~similar terms or replace such payment processor in an acceptable time frame. Further~~transfers, ~~the software and services provided by our third-party payment processors may not meet the expectations of the Company~~withdrawals, ~~may contain errors or vulnerabilities~~wires, ~~may be compromised or experience outages. Any of these risks could cause the Company to lose its ability to accept online payments or other payment transactions or make timely payments to its users~~charges, ~~any~~checks ~~of which could make their technology less trustworthy~~ and ~~convenient and adversely affect its ability to attract and retain users~~payments, orfrom ~~comply~~our ~~with~~bank ~~applicable~~accounts ~~laws~~ and ~~regulations~~service providers.

~~Nearly~~In ~~all~~August ~~of the Company’s payments are made by credit card~~2021, ~~debit~~we ~~card~~first orbecame ~~through~~aware ~~other~~of ~~third-party payment services, which subjects it to~~ certain ~~regulations~~Automated ~~and~~Clearing ~~the~~House ~~risk~~(ACH) oftransfers ~~fraud. They may in the future offer new payment options to users~~ that ~~may~~were beerroneously ~~subject~~posted to ~~additional~~the ~~regulations~~Company’s ~~and~~bank ~~risks~~account. WeThe ~~are~~Company ~~also~~first ~~subject~~notified toCitibank ~~a number~~ of ~~other~~ACH ~~laws~~transfers ~~and regulations relating to the payments~~ that wewere ~~accept~~erroneously ~~from~~posted ~~users, including with respect~~ to ~~money~~the ~~laundering, money transfers, privacy and information security~~account. ~~If we fail to comply with applicable rules and regulations~~Overall, ~~we may be subject to civil or criminal penalties~~$729,505 ~~fines~~of ~~and/or~~ACH ~~higher~~transactions ~~transaction~~had ~~fees~~posted ~~and may lose our ability~~ to ~~accept~~the ~~online~~Company’s ~~payments~~accounts orthat ~~other~~were ~~payment~~not ~~card~~authorized. ~~transactions,~~Citibank ~~which~~immediately ~~could~~acknowledged ~~make~~the ~~our~~error ~~product~~under ~~offerings~~the ~~less~~Electronic ~~convenient~~Fund ~~and~~Transfer ~~attractive~~Act ~~to users. If any~~ of ~~these~~1978 ~~events~~(EFTA) ~~were to occur~~and, ~~the~~as ~~business, financial condition and results~~ of ~~operations of~~ the ~~Company~~date ~~could~~of bethis ~~adversely affected. Additionally~~report, wehad ~~may~~reimbursed ~~be subject to fines or penalties for failing to comply with applicable rules and regulations which could include criminal and civil proceedings~~$695, ~~forfeiture of significant assets or other enforcement actions~~590. WeThe ~~could~~remaining ~~also~~$33,915 bewas ~~required~~written tooff ~~make changes to our business practices or compliance programs~~ as a ~~result~~bad ofdebt ~~regulatory scrutiny~~expense.

AAdditionally, ~~significant~~during ~~amount~~September of2024, ~~our revenues come from a limited number of customers for~~ the ~~resale~~Company, ofthrough ~~our gaming content~~RKings, ~~and~~experienced ifunauthorized wecharges ~~were~~on toits ~~lose~~Facebook ~~any~~account oftotaling ~~those customers~~$382,368. ~~our~~The ~~results~~full ofamount ~~operations~~has ~~could~~since bebeen ~~adversely affected~~refunded.

AtWhile ~~the~~these ~~present~~unauthorized ~~time,~~transfers weand ~~are~~charges ~~dependent~~were ~~on a limited number of customers~~ for the ~~resale~~most ofpart ~~our~~remedied ~~gaming~~quickly, ~~content.~~future ~~The~~unauthorized ~~Company’s~~transfers, ~~major~~withdrawals, ~~revenues~~wires, ofchecks ~~reselling~~and ~~for the year ended December 31~~payments, ~~2024,~~from ~~were~~our ~~from~~bank ~~four~~accounts ~~customers.~~could Ashave a ~~result,~~material inadverse ~~the~~effect ~~event~~on ~~such~~our ~~customers~~cash doflows ~~not~~and ~~pay~~results usof ~~amounts~~operations ~~owed,~~and ~~terminate~~result ~~work~~ in ~~progress,~~material orlosses. weThe ~~are~~risk ~~unable~~of tosuch ~~find~~losses ~~new~~and ~~customers~~unauthorized ~~moving~~transactions ~~forward,~~may italso ~~could~~be ~~have~~exacerbated aby ~~materially~~potential ~~adverse~~ineffective ~~effect~~controls ~~on our results of operations~~ and ~~could~~procedures ~~force~~relating us to ~~curtail~~the orsafeguarding ~~abandon~~of our ~~current~~account ~~business operations~~information.

~~If the~~The ~~Company~~online isgaming ~~not~~industry ~~able~~is tohighly ~~compete~~competitive, ~~effectively~~and ~~against~~if the ~~companies~~Company fails to ~~with~~compete ~~greater resources~~effectively, ~~the~~it could ~~Company’s~~experience ~~prospects~~price ~~for~~reductions, ~~future~~reduced ~~success~~margins ~~will~~or beloss ~~jeopardized~~of revenues.

The online gaming ~~platforms,~~industry ~~systems~~is ~~and~~highly ~~gaming~~competitive. ~~content~~A ~~industries~~number of companies offer products and services that are ~~highly~~similar ~~competitive.~~to ~~The~~the Company’s ~~competes~~products ~~with~~and ~~numerous~~services ~~local~~and ~~competitors~~target ~~for~~the ~~such~~same ~~services~~markets as the Company. ~~Many~~Certain of the Company’s ~~competitors~~current ~~are~~and ~~larger,~~potential ~~more~~competitors ~~established~~have ~~companies~~longer ~~with~~operating ~~greater~~histories, ~~resources~~significantly togreater ~~devote to marketing~~financial, astechnical ~~well~~and asmarketing resources, greater ~~brand~~name recognition~~. Moreover~~, ifbroader ~~one~~ or more ofintegrated ~~the~~product ~~Company’s~~offerings, ~~competitors~~larger ortechnical ~~suppliers~~staffs ~~were~~and toa ~~merge,~~larger ~~the~~installed ~~change~~customer inbase ~~the~~than ~~competitive~~it ~~landscape~~does. ~~could~~These ~~adversely~~competitors ~~affect~~may ~~the~~be ~~Company’s~~able ~~competitive~~to ~~position.~~respond Ifmore wequickly doto ~~not~~new ~~compete~~or ~~effectively,~~emerging ~~the~~technologies ~~Company’s~~and ~~net~~changes ~~sales~~in customer requirements, ~~margins~~develop superior products, and ~~profitability~~devote greater resources to the development, promotion and sale of the Company’s ~~future~~products ~~prospects~~than ~~for~~the ~~success~~Company ~~may be harmed~~can.

~~The~~32 ~~Company’s~~Table ~~ongoing~~of ~~investments in new products, services, and technologies is inherently risky, and could divert management attention and harm the Company’s financial condition and operating results.~~Contents

~~The~~Because ~~Company~~of ~~has~~the ~~invested~~rapid ingrowth ~~new~~of ~~products,~~the ~~services~~gaming industry, and ~~technologies.~~the ~~Such~~relatively ~~investments~~low ~~ultimately~~capital ~~may~~barriers ~~not~~to beentry ~~commercially~~in ~~viable~~the orsoftware ~~may~~industry, ~~not~~the ~~result~~Company inexpects anadditional ~~adequate~~competition ~~return~~from ofother ~~capital~~established and, inemerging ~~pursuing~~companies. ~~new strategies~~Additionally, the ~~entities~~Company’s ~~may~~competitors ~~incur~~could ~~unanticipated~~combine ~~liabilities.~~or ~~These~~merge ~~endeavors~~to ~~may~~become ~~involve~~more ~~significant~~formidable ~~risks~~competitors ~~and~~or ~~uncertainties,~~may ~~including~~adapt ~~diversion~~more ofquickly ~~resources~~than ~~and~~we ~~management~~can ~~attention~~to ~~from~~new ~~then current operations. In addition~~technologies, ~~new and~~ evolving ~~products~~industry ~~and~~trends ~~services, raise technological, legal, regulatory,~~ and ~~other~~changing ~~challenges,~~customer ~~which~~requirements. ~~may~~If ~~negatively~~we ~~affect~~fail ~~the~~to ~~Company’s~~compete ~~brand~~effectively, ~~and~~(a) we ~~demand~~could ~~for~~be ~~its~~compelled ~~products~~to ~~and~~reduce ~~services.~~prices ~~Because~~in ~~all~~order ofto ~~these~~be ~~new~~competitive, ~~ventures~~which ~~are~~could ~~inherently~~reduce ~~risky~~margins, noor ~~assurance~~(b) we ~~can~~would belose ~~given~~market ~~that~~share, ~~such~~any ~~strategies~~of ~~and~~which ~~offerings~~could ~~will~~materially beadversely ~~successful~~affect ~~and~~the ~~will~~Company’s ~~not~~strategy, ~~harm~~ the ~~reputation,~~Company’s ~~financial condition~~business, ~~and operating~~ results of ~~the~~operations ~~Company~~and financial condition.

38Competition ~~Table~~within the global entertainment and gaming industries is intense and our existing and future offerings may not be able to compete against other competing forms of ~~Contents~~entertainment such as television, movies and sporting events, as well as other entertainment and gaming options on the Internet. If our offerings do not continue to be popular, our business could be harmed.

InWe operate in the ~~past~~global weentertainment ~~have~~and ~~been~~gaming ~~affected~~industries. byThe users of our offerings face a vast array of entertainment choices. Other forms of entertainment, such as television, movies, sporting events and in-person ~~the future~~casinos, weare more well established and may be ~~affected~~perceived by, ~~unauthorized~~our ~~transfers,~~users ~~withdrawals,~~to ~~wires~~offer greater variety, ~~charges~~affordability, ~~checks~~interactivity and ~~payments~~enjoyment. Our products compete with these other forms of entertainment for the discretionary time and income of end users. If we are unable to sustain sufficient interest in our products and offerings in comparison to other forms of entertainment, ~~from~~including new forms of entertainment, our ~~bank~~business ~~accounts~~model ~~and~~may ~~service~~not ~~providers~~continue to be viable.

InWe ~~August~~face ~~2021, we first became aware of certain Automated Clearing House (ACH) transfers that were erroneously posted to~~ the ~~Company’s~~risk ~~bank account. The Company first notified Citibank~~ of ~~ACH transfers that were erroneously posted to the account. Overall~~fraud, ~~$729~~theft,~~505~~ ~~of ACH transactions had posted to the Company’s accounts that were not authorized. Citibank immediately acknowledged the error under the Electronic Fund Transfer Act of 1978 (EFTA)~~ and, ~~as of the date of this report, had reimbursed $695,590~~cheating. ~~The remaining $33,915 was written off as a bad debt expense.~~

~~Additionally,~~We ~~during~~face ~~September 2024,~~ the ~~Company,~~risk ~~through~~that ~~RKings~~third-parties, ~~experienced~~employees ~~unauthorized~~or ~~charges~~consultants onmay ~~its~~attempt ~~Facebook~~or ~~account~~commit ~~totaling~~fraud ~~$382,368.~~or ~~These~~theft ~~charges~~or ~~have~~cheat ~~been~~using ~~recorded~~our asproducts. ~~Other~~Such ~~Current~~risks ~~Assets~~include onbackdoors, ~~the~~nefarious ~~balance~~code ~~sheet,~~and ~~pending~~other ~~resolution~~efforts. ~~Facebook~~Failure ~~has~~to ~~committed~~discover tosuch ~~fully~~acts ~~refund~~or ~~the~~schemes ~~unauthorized~~in ~~amounts.~~a ~~The~~timely ~~Company~~manner ~~will~~could ~~adjust~~result ~~this~~in ~~balance~~losses ~~upon~~in ~~receipt~~our operations and those of ~~the~~our ~~refund~~customers. AsNegative ofpublicity ~~the~~related ~~date~~to ofsuch ~~this~~acts ~~report~~or schemes could have an adverse effect on our reputation, ~~the~~potentially ~~full~~causing ~~amount~~a ~~has~~material ~~been~~adverse ~~refunded.~~effect on our business.

~~While~~MeridianBet ~~these~~Group’s ~~unauthorized~~operations ~~transfers~~are ~~and~~subject ~~charges were for the most part remedied quickly, and we believe that our liability and exposure~~ to ~~such~~potential ~~transfers~~future isdisruptions ~~minimal~~from asmilitary ~~a result of the EFTA~~activities, ~~future unauthorized transfers~~skirmishes, ~~withdrawals~~coups, ~~wires,~~terrorist ~~checks~~activities and ~~payments~~wars, ~~from our bank accounts could have a material adverse effect on our cash flows and results of operations and result~~ in ~~material losses. The risk of such losses and unauthorized transactions may also be exacerbated by potential ineffective controls and procedures relating to~~ the ~~safeguarding of our account information~~Balkans.

The ~~online~~Balkans ~~gaming~~are ~~industry~~a isgeographical ~~highly~~area ~~competitive~~located in southeastern Europe including Albania, Bosnia and if Herzegovina, Bulgaria, Greece, Kosovo, Montenegro, North Macedonia, European Turkey, and large parts of Croatia and Serbia. Sometimes the ~~Company fails~~ term also includes Romania and southern parts of Slovenia. A significant portion of the operations of MeridianBet Group, are located in the Balkans (particularly revenues earned by Meridian Serbia and Meridian Montenegro). The Balkans have historically been the subject of numerous wars and skirmishes, including in the 1990s – in Croatia, Bosnia and Herzegovina, Serbia, Montenegro, Slovenia, Macedonia and Kosovo, and in the 2000s – in Macedonia. While the area has seen significantly more peace in recent years, ethnic and political tensions still exist in the region and future wars, skirmishes, coups, terrorist activities and political tensions, may create unrest, result in public services or utilities becoming unavailable, result in the unavailability of electricity or internet connectivity, and/or create damage to, ~~compete~~the ~~effectively~~inability of MeridianBet Group to use or operate, ~~it could~~ ~~experience~~its ~~price~~facilities. ~~reductions~~In recent years, ~~reduced~~for ~~margins~~example, there have been increasing tensions between Serbia and its neighbors, including Montenegro and the disputed territory of Kosovo (the final status of which remains unsettled). Any of the above may have a material adverse effect on the results of operations and cash flows of the Company; result in significant losses, which may not be insured; and/or ~~loss~~prevent certain subsidiaries of ~~revenues~~the Company from operating for prolonged periods of time.

~~The~~33 ~~online~~Table ~~gaming industry is highly competitive. A number~~ of companies offer products and services that are similar to the Company’s products and services and target the same markets as the Company. Certain of the Company’s current and potential competitors have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition, broader or more integrated product offerings, larger technical staffs and a larger installed customer base than it does. These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements, develop superior products, and devote greater resources to the development, promotion and sale of the Company’s products than the Company can.Contents

~~Because~~We offace ~~the~~cyber ~~rapid~~security ~~growth~~risks ofthat ~~the~~could ~~gaming~~result ~~industry,~~in ~~and~~damage ~~the relatively low capital barriers~~ to ~~entry~~our inreputation ~~the software industry, the Company expects additional competition from other established~~ and ~~emerging companies. Additionally, the Company’s competitors could combine~~ /or ~~merge~~subject tous ~~become more formidable competitors or may adapt more quickly than we can~~ to ~~new technologies~~fines, ~~evolving~~payment ~~industry~~of ~~trends and changing customer requirements. If we fail to compete effectively~~damages, ~~(a) we~~lawsuits ~~could~~and berestrictions ~~compelled~~on toour ~~reduce~~use ~~prices in order to be competitive, which could reduce margins, or (b) we would lose market share, any~~ of ~~which could materially adversely affect the Company’s strategy, the Company’s business, results of operations and financial condition~~data.

~~Competition~~Our ~~within~~information ~~the~~systems ~~global entertainment~~ and ~~gaming~~data, ~~industries~~including isthose ~~intense~~we ~~and~~maintain with our ~~existing~~third-party ~~and~~service providers, may be subject to cyber security breaches in the future. ~~offerings~~Computer ~~may~~programmers ~~not~~and hackers may be able to ~~compete~~penetrate ~~against~~our ~~other~~network ~~competing~~security ~~forms~~and ofmisappropriate, ~~entertainment~~copy ~~such~~or aspirate ~~television~~our confidential information or that of third parties, ~~movies~~create system disruptions or cause interruptions or shutdowns of our internal systems and ~~sporting~~services. ~~events~~Our website may become subject to denial-of-service attacks, aswhere ~~well~~a aswebsite ~~other~~is ~~entertainment~~bombarded ~~and~~with ~~gaming~~information ~~options~~requests oneventually causing the ~~Internet~~website to overload, resulting in a delay or disruption of service. IfComputer ~~our~~programmers ~~offerings~~and dohackers ~~not~~also ~~continue~~may be able to bedevelop ~~popular~~and deploy viruses, worms and other malicious software programs that attack our ~~business~~products ~~could~~or beotherwise ~~harmed~~exploit any security vulnerabilities of our products. Also, there is a growing trend of advanced persistent threats being launched by organized and coordinated groups against corporate networks to breach security for malicious purposes.

WeThe ~~operate~~techniques inused ~~the~~to ~~global~~obtain ~~entertainment~~unauthorized, ~~and~~improper, ~~gaming~~or ~~industries.~~illegal ~~The~~access ~~users~~to of our ~~offerings~~systems, ~~face~~our adata ~~vast~~or ~~array~~customers’ ofdata, ~~entertainment~~disable ~~choices.~~or ~~Other~~degrade ~~forms of entertainment~~service, ~~such~~or assabotage ~~television,~~systems ~~movies,~~are ~~sporting~~constantly ~~events~~evolving and ~~in-person~~have ~~casinos,~~become ~~are~~increasingly ~~more~~complex ~~well established~~ and sophisticated, may be ~~perceived~~difficult ~~by our users~~ to ~~offer~~detect ~~greater variety~~quickly, ~~affordability,~~and ~~interactivity~~often ~~and~~are ~~enjoyment.~~not ~~Our~~recognized ~~products~~or ~~compete~~detected ~~with~~until ~~these~~after ~~other~~they ~~forms~~have ofbeen ~~entertainment~~launched. ~~for~~Although ~~the~~we ~~discretionary~~have ~~time~~developed systems and ~~income~~processes ofdesigned ~~end~~to ~~users.~~protect Ifour wedata ~~are~~and ~~unable~~customer data and to ~~sustain~~prevent ~~sufficient~~data ~~interest~~loss inand ~~our~~other ~~products~~security breaches and ~~offerings~~expect into ~~comparison~~continue to ~~other~~expend ~~forms~~significant ofresources ~~entertainment,~~to ~~including~~bolster ~~new~~these ~~forms~~protections, ofthere ~~entertainment,~~can ~~our~~be ~~business~~no ~~model~~assurance ~~may~~that ~~not~~these ~~continue~~security tomeasures bewill ~~viable~~provide absolute security.

WeDisruptions ~~face~~in the ~~risk~~availability of ~~fraud~~our computer systems, ~~theft~~through cyber-attacks or otherwise, could damage our computer or telecommunications systems, impact our ability to service our customers, adversely affect our operations and ~~cheating~~the results of operations, and have an adverse effect on our reputation. The costs to us to eliminate or alleviate security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and the efforts to address these problems could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, distribution and other critical functions. We may also be subject to regulatory penalties and litigation by customers and other parties whose information has been compromised, all of which could have a material adverse effect on our business, results of operations and cash flows.

WeOur ~~face~~technology, ~~the~~systems ~~risk~~and ~~that~~infrastructure ~~third-parties,~~have ~~employees~~previously orexperienced, ~~consultants~~and may ~~attempt~~in orthe ~~commit~~future, ~~fraud~~experience, ora ~~theft~~disruption orin ~~cheat using our products. Such risks include backdoors~~service, ~~nefarious~~failure ~~code and other efforts. Failure to discover such acts~~ or ~~schemes in~~ a ~~timely~~loss ~~manner~~of ~~could~~data, ~~result~~which inhave ~~losses~~ in ~~our~~the ~~operations~~past, and ~~those~~may ofin ~~our~~the ~~customers. Negative publicity related to such acts or schemes could have an adverse effect on our reputation~~future, ~~potentially~~cause ~~causing~~financial aand ~~material~~reputational ~~adverse~~harm ~~effect~~to on our business.

39Our ~~Table~~technology, systems and infrastructure have previously experienced, and may in the future, experience, a disruption in service. For example, during 2023, Golden Matrix experienced a decrease in its gross profit margin which was partially due to a decrease in gross profit margin in our B2C segment. This was mainly due to a decrease in sales of ~~Contents~~prize competition tickets caused by unforeseen technology challenges and failures that led to certain compromised ticket sales for large competitions and hence a reduced profit margin in the RKings’ business. The systems have now been upgraded and modified to cater to the large simultaneous demands placed on the system and the Company is confident that this instability and failure will not reoccur; however, future disruptions or issues may be material in the future.

~~MeridianBet~~A ~~Group’s~~failure ~~operations~~or ~~are~~inability ~~subject~~of toour ~~potential~~technology, ~~future~~systems ~~disruptions~~or ~~from~~infrastructure, ~~military~~including ~~activities,~~through ~~skirmishes,~~a ~~coups~~disruption in the services, ~~terrorist~~has ~~activities~~in the past, and ~~wars~~could in the future, result in financial or reputational harm to our business. Moreover, the ~~Balkans~~risk of reputational harm may be magnified and/or distorted through the rapid dissemination of information over the Internet, including through news articles, blogs, chat rooms, and social media sites. This may affect our ability to retain clients and attract new business.

The ~~Balkans~~effects ~~are a geographical area located in southeastern Europe including Albania, Bosnia and Herzegovina, Bulgaria, Greece, Kosovo, Montenegro, North Macedonia, European Turkey, and large parts~~ of ~~Croatia and Serbia. Sometimes~~ the ~~term~~above also includes Romania and southern parts of Slovenia. A significant portion of the operations of MeridianBet Group, are located in the Balkans (particularly revenues earned by Meridian Serbia and Meridian Montenegro). The Balkans have historically been the subject of numerous wars and skirmishes, including in the 1990s – in Croatia, Bosnia and Herzegovina, Serbia, Montenegro, Slovenia, Macedonia and Kosovo, and in the 2000s – in Macedonia. While the area has seen significantly more peace in recent years, ethnic and political tensions still exist in the region and future wars, skirmishes, coups, terrorist activities and political tensions, may ~~create unrest,~~ result in public services or utilities becoming unavailable, result in the unavailability of electricity or internet connectivity, and/or create damage to, the inability of MeridianBet Group to use or operate, its facilities. In recent years, for example, there have been increasing tensions between Serbia and its neighbors, including Montenegro and the disputed territory of Kosovo (the final status of which remains unsettled). Any of the above may have a material adverse effect on ~~the~~our ~~results of~~ operations, ~~and~~ cash ~~flows of the Company; result in significant losses~~flow, ~~which~~future ~~may~~prospects ~~not be insured;~~ and~~/or~~ ~~prevent certain subsidiaries of~~ the ~~Company~~value ~~from operating for prolonged periods~~ of ~~time~~our securities.

WeSystems ~~face~~failures ~~cyber~~and ~~security~~resulting ~~risks~~interruptions ~~that could result~~ in ~~damage~~the toavailability of our ~~reputation~~websites, ~~and/or subject us to fines~~applications, ~~payment of damages~~products, ~~lawsuits~~or ~~and~~services ~~restrictions~~could onharm our ~~use of data~~business.

Our ~~information~~ systems ~~and~~may ~~data,~~experience ~~including those we maintain with our third-party~~ service ~~providers,~~interruptions ~~may~~or bedegradation ~~subject~~because toof ~~cyber~~hardware ~~security breaches in the future. Computer programmers~~ and ~~hackers~~software ~~may~~defects ~~be able to penetrate our network security and misappropriate, copy~~ or ~~pirate our confidential information or that of third parties~~malfunctions, ~~create~~distributed ~~system disruptions or cause interruptions or shutdowns of our internal systems and services. Our website may become subject to~~ denial-of-service ~~attacks,~~and ~~where~~other acyberattacks, ~~website~~human iserror, ~~bombarded~~earthquakes, ~~with~~hurricanes, ~~information~~floods, ~~requests~~fires, ~~eventually~~and ~~causing~~other ~~the~~natural ~~website~~disasters, topower ~~overload~~losses, ~~resulting~~disruptions in atelecommunications ~~delay~~services, orfraud, ~~disruption~~military ofor ~~service.~~political ~~Computer~~conflicts, ~~programmers~~terrorist ~~and~~attacks, ~~hackers~~computer ~~also may be able to develop and deploy~~ viruses, ~~worms~~or ~~and~~ other ~~malicious~~malware, ~~software programs that attack our products~~ or ~~otherwise~~other ~~exploit~~events. ~~any~~Some ~~security vulnerabilities~~ of our ~~products.~~systems ~~Also,~~are ~~there~~not isfully aredundant, ~~growing trend of advanced persistent threats being launched by organized~~ and ~~coordinated~~our ~~groups~~disaster ~~against~~recovery ~~corporate~~planning ~~networks~~may tonot ~~breach~~be ~~security~~sufficient for ~~malicious~~all ~~purposes~~eventualities.

~~The~~A ~~techniques~~prolonged ~~used~~interruption toin ~~obtain~~the ~~unauthorized~~availability or reduction in the availability, ~~improper~~speed, or ~~illegal~~functionality ~~access~~of to our ~~systems,~~products ~~our~~and ~~data~~services orwill ~~customers’~~result ~~data,~~in ~~disable~~a orloss ~~degrade~~of ~~service,~~revenue orand ~~sabotage~~could ~~systems~~materially ~~are~~harm ~~constantly~~our ~~evolving~~business. ~~and~~Frequent ~~have~~or ~~become~~persistent ~~increasingly~~interruptions ~~complex~~in ~~and~~our ~~sophisticated,~~services ~~may~~could because ~~difficult~~current or potential customers to ~~detect~~believe ~~quickly,~~that ~~and~~our ~~often~~systems are ~~not~~unreliable, ~~recognized~~leading orthem ~~detected~~to ~~until~~switch ~~after~~to ~~they~~our ~~have~~competitors ~~been~~or ~~launched.~~to ~~Although~~avoid weor ~~have~~reduce ~~developed~~the ~~systems~~use of our products and ~~processes~~services, ~~designed~~and tocould ~~protect~~permanently harm our ~~data~~reputation and ~~customer~~brands. ~~data~~Moreover, ~~and~~if toany ~~prevent~~system ~~data~~failure ~~loss~~or ~~and~~similar ~~other~~event ~~security~~results ~~breaches~~in ~~and~~damages ~~expect~~ to ~~continue~~our tocustomers ~~expend~~or their business partners, these customers or partners could seek significant ~~resources~~compensation toor ~~bolster~~contractual ~~these~~penalties ~~protections~~from us for their losses, ~~there~~and ~~can~~those beclaims, noeven ~~assurance~~if ~~that~~unsuccessful, ~~these~~would ~~security~~likely ~~measures~~be ~~will~~time-consuming ~~provide~~and ~~absolute~~costly ~~security~~for us to address.

~~Disruptions~~34 inTable ~~the availability~~ of our computer systems, through cyber-attacks or otherwise, could damage our computer or telecommunications systems, impact our ability to service our customers, adversely affect our operations and the results of operations, and have an adverse effect on our reputation. The costs to us to eliminate or alleviate security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and the efforts to address these problems could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, distribution and other critical functions. We may also be subject to regulatory penalties and litigation by customers and other parties whose information has been compromised, all of which could have a material adverse effect on our business, results of operations and cash flows.Contents

~~Our~~The full-time availability and expeditious delivery of our products and services is a critical part of our offerings to our consumers. We continually refine our technology, ~~systems~~implementing ~~and~~system ~~infrastructure~~upgrades. ~~have~~Despite ~~previously~~network ~~experienced~~security, disaster recovery and ~~may~~systems management measures in ~~the~~place, ~~future~~we may encounter unexpected general systems outages or failures that may affect our ability to conduct development activities, ~~experience~~provide maintenance services for our products, amanage ~~disruption~~our incontractual ~~service~~arrangements, ~~failure~~accurately and efficiently maintain our books and records, record our transactions, provide critical information to our management and prepare our consolidated financial statements. Additionally, these unexpected systems outages or afailures ~~loss~~may ofrequire ~~data~~additional personnel and financial resources, ~~which~~disrupt ~~have~~our business or cause delays in the ~~past~~reporting of our financial results. We may also be required to modify, enhance, upgrade or implement new systems, procedures and ~~may~~controls to reflect changes in ~~the~~our ~~future~~business or technological advancements, which could cause ~~financial~~us to incur additional costs and ~~reputational~~require ~~harm~~additional tomanagement attention, placing burdens on our ~~business~~internal resources.

~~Our~~We ~~technology,~~also ~~systems~~rely ~~and~~on ~~infrastructure~~facilities, ~~have previously experienced~~components, and ~~may~~services insupplied ~~the~~by ~~future,~~third ~~experience~~parties, aincluding ~~disruption~~data incenter ~~service.~~facilities ~~For~~and ~~example,~~cloud ~~during~~storage ~~2023,~~services. ~~Golden~~If ~~Matrix~~these ~~experienced~~third aparties ~~decrease~~cease into ~~its~~provide ~~gross~~the ~~profit~~facilities ~~margin~~or ~~which~~services, ~~was~~experience ~~partially~~operational ~~due~~interference toor adisruptions, ~~decrease~~breach intheir ~~gross~~agreements ~~profit~~with ~~margin~~us, infail ~~our~~to ~~B2C~~perform ~~segment.~~their ~~This~~obligations ~~was~~and ~~mainly~~meet ~~due~~our toexpectations, aor ~~decrease~~experience ina ~~sales~~cybersecurity ofincident, ~~prize~~our ~~competition~~operations ~~tickets~~could ~~caused~~be bydisrupted ~~unforeseen~~or ~~technology~~otherwise ~~challenges~~negatively ~~and~~affected, ~~failures~~which ~~that~~could ~~led~~result toin ~~certain~~customer ~~compromised~~dissatisfaction ~~ticket~~and ~~sales~~damage ~~for~~to ~~large~~our ~~competitions~~reputation and ~~hence~~brands, aand ~~reduced~~materially ~~profit~~and ~~margin~~adversely inaffect ~~the~~our ~~RKings’~~ business. ~~The~~We ~~systems~~do ~~have~~not ~~now~~carry ~~been~~business ~~upgraded~~interruption ~~and~~insurance ~~modified~~sufficient to ~~cater~~compensate tous ~~the~~for ~~large~~all ~~simultaneous~~losses ~~demands placed on the system and the Company is confident~~ that ~~this~~may ~~instability~~result ~~and~~from ~~failure~~interruptions ~~will~~in ~~not~~our ~~reoccur;~~service ~~however,~~as ~~future~~a ~~disruptions~~result orof ~~issues~~systems ~~may~~failures beand ~~material~~similar ~~in the future~~events.

40There ~~Table~~may be losses or unauthorized access to or releases of ~~Contents~~confidential information, including personally identifiable information, that could subject the Company to significant reputational, financial, legal and operational consequences.

AThe ~~failure~~Company’s orbusiness ~~inability~~requires ofit ~~our~~to ~~technology~~use, ~~systems~~transmit orand ~~infrastructure,~~store ~~including~~confidential ~~through~~information aincluding, ~~disruption~~among inother ~~the services~~things, ~~has~~personally inidentifiable ~~the~~information ~~past,~~(“PII”) ~~and~~with ~~could~~respect into the ~~future,~~Company’s ~~result~~customers inand ~~financial~~employees. orThe ~~reputational~~Company ~~harm~~devotes significant resources to ~~our~~network ~~business.~~and ~~Moreover~~data security, including through the ~~risk~~use of ~~reputational~~encryption ~~harm~~and ~~may~~other besecurity ~~magnified~~measures intended to protect its systems and/ data. But these measures cannot provide absolute security, and losses or ~~distorted~~unauthorized ~~through~~access ~~the~~to ~~rapid~~or ~~dissemination~~releases of confidential information ~~over~~occur ~~the~~and ~~Internet,~~could ~~including~~materially ~~through~~adversely ~~news~~affect ~~articles,~~the ~~blogs~~Company’s reputation, ~~chat~~financial ~~rooms,~~condition and ~~social~~operating ~~media~~results. ~~sites~~The Company’s business also requires it to share confidential information with third parties. ~~This~~Although ~~may~~the ~~affect~~Company ~~our~~takes ~~ability~~steps to ~~retain~~secure ~~clients~~confidential information that is provided to third parties, such measures are not always effective and ~~attract~~losses ~~new~~or ~~business~~unauthorized access to or releases of confidential information occur and could materially adversely affect the Company’s reputation, financial condition and operating results.

~~The~~For ~~effects~~example, the Company may experience a security breach impacting the Company’s information technology systems that compromises the confidentiality, integrity or availability of confidential information. Such an incident could, among other things, impair the ~~above~~Company’s ~~may~~ability ~~result~~to inattract aand ~~material~~retain ~~adverse~~customers ~~effect~~for onits ~~our~~products ~~operations~~and services, ~~cash~~impact ~~flow~~the Company’s stock price, ~~future~~materially ~~prospects~~damage supplier relationships, and expose the ~~value~~Company ofto ~~our~~litigation ~~securities~~or government investigations, which could result in penalties, fines or judgments against the Company.

~~Systems~~The ~~failures~~Company has implemented systems and ~~resulting~~processes ~~interruptions~~intended into ~~the~~secure ~~availability~~its information technology systems and prevent unauthorized access to or loss of ~~our~~sensitive ~~websites~~data. As with all companies, ~~applications~~these security measures may not be sufficient for all eventualities and may be vulnerable to hacking, ~~products~~employee error, malfeasance, system error, faulty password management or ~~services~~other irregularities. In addition to the risks relating to general confidential information described above, the Company is also subject to specific obligations relating to payment card data. Under payment card rules and obligations, if cardholder information is potentially compromised, the Company could ~~harm~~be ~~our~~liable ~~business~~for associated investigatory expenses and could also incur significant fees or fines if the Company fails to follow payment card industry data security standards. The Company could also experience a significant increase in payment card transaction costs or lose the ability to process payment cards if it fails to follow payment card industry data security standards, which would materially adversely affect the Company’s reputation, financial condition and operating results.

~~Our~~35 ~~systems~~Table ~~may experience service interruptions or degradation because~~ of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities.Contents

AAdverse ~~prolonged~~developments ~~interruption~~affecting in the ~~availability~~financial orservices ~~reduction in the availability~~industry, ~~speed,~~including events or ~~functionality~~concerns ofinvolving ~~our~~liquidity, ~~products~~defaults ~~and services will result in a loss of revenue and could materially harm our business. Frequent~~ or ~~persistent~~non-performance ~~interruptions~~by infinancial ~~our~~institutions ~~services could cause current~~ or ~~potential~~transactional ~~customers to believe that our systems are unreliable~~counterparties, ~~leading~~bank ~~them~~closures ~~to switch to our competitors~~ or toFDIC ~~avoid or reduce the use of our products and services~~takeovers, ~~and~~ could ~~permanently~~adversely ~~harm~~affect our ~~reputation and brands. Moreover~~business, iffinancial ~~any~~condition ~~system failure~~ or ~~similar event~~ results inof damages to our customers or their business partners, these customers or partners could seek significant compensation or contractual penalties from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to addressoperations.

~~The~~Events ~~full~~involving limited liquidity, defaults, non-~~time~~performance ~~availability~~or ~~and~~other ~~expeditious~~adverse ~~delivery~~developments ofthat ~~our~~affect ~~products~~financial ~~and~~institutions, ~~services~~transactional iscounterparties aor ~~critical~~other ~~part~~companies ofin ~~our~~the ~~offerings~~financial toservices ~~our~~industry ~~consumers.~~or Wethe ~~continually~~financial ~~refine~~services ~~our~~industry ~~technology~~generally, ~~implementing~~or ~~system~~concerns ~~upgrades.~~or ~~Despite~~rumors ~~network~~about ~~security,~~any ~~disaster~~events ~~recovery~~of ~~and~~these ~~systems~~kinds ~~management~~or ~~measures~~other insimilar ~~place~~risks, wehave ~~may~~in ~~encounter~~the ~~unexpected~~past ~~general~~and ~~systems~~may ~~outages~~in orthe ~~failures~~future ~~that~~lead ~~may~~to ~~affect~~market-wide ~~our~~liquidity ~~ability~~problems. toAlthough ~~conduct~~we ~~development~~assess ~~activities,~~our ~~provide~~banking ~~maintenance~~and ~~services~~customer ~~for~~relationships ~~our~~as ~~products,~~we ~~manage~~believe ~~our~~necessary ~~contractual~~or ~~arrangements~~appropriate, ~~accurately~~our ~~and~~access ~~efficiently~~to ~~maintain~~funding ~~our~~sources ~~books~~ and ~~records,~~other ~~record~~credit ~~our~~arrangements ~~transactions,~~could ~~provide~~be ~~critical~~significantly ~~information~~impaired toby ~~our~~factors ~~management~~that ~~and~~affect ~~prepare~~us, ~~our~~the ~~consolidated~~ financial ~~statements.~~services ~~Additionally,~~industry ~~these~~or ~~unexpected~~economy ~~systems~~in ~~outages~~general, orin ~~failures~~the ~~may~~future. ~~require~~These ~~additional~~factors ~~personnel~~could ~~and~~include, ~~financial~~among ~~resources~~others, ~~disrupt~~events ~~our~~such ~~business~~as orliquidity ~~cause~~constraints ~~delays~~or infailures, the ~~reporting~~ability ofto ~~our~~perform ~~financial~~obligations ~~results.~~under Wevarious ~~may~~types ~~also~~of ~~be required to modify~~financial, ~~enhance,~~credit ~~upgrade~~ or ~~implement~~liquidity ~~new~~agreements ~~systems~~or arrangements, ~~procedures~~disruptions ~~and~~or ~~controls~~instability toin ~~reflect~~the ~~changes~~financial inservices ~~our~~industry ~~business~~ or ~~technological~~financial ~~advancements~~markets, ~~which~~including, ~~could~~but ~~cause~~not uslimited to ~~incur~~bank ~~additional~~closures, ~~costs~~or ~~and~~concerns ~~require~~or ~~additional~~negative ~~management~~expectations ~~attention,~~about ~~placing~~the ~~burdens~~prospects onfor ~~our~~companies ~~internal~~in ~~resources~~the financial services industry.

WeIn ~~also~~addition, ~~rely~~investor onconcerns ~~facilities,~~regarding ~~components,~~the ~~and~~U.S. ~~services~~or ~~supplied~~international byfinancial ~~third~~systems ~~parties~~could result in less favorable commercial financing terms, including ~~data~~higher ~~center~~interest ~~facilities~~rates or costs and ~~cloud~~tighter ~~storage~~financial ~~services.~~and Ifoperating ~~these~~covenants, ~~third~~or ~~parties~~systemic ~~cease~~limitations toon ~~provide~~access ~~the~~to ~~facilities~~credit orand ~~services~~liquidity sources, ~~experience~~thereby ~~operational~~making ~~interference~~it ormore ~~disruptions,~~difficult ~~breach~~for ~~their~~us ~~agreements~~to ~~with~~acquire ~~us,~~financing ~~fail~~on toacceptable ~~perform~~terms ~~their~~or ~~obligations~~at ~~and~~all. ~~meet~~Any ~~our~~decline ~~expectations,~~in oravailable ~~experience~~funding aor ~~cybersecurity~~access ~~incident,~~to our ~~operations~~cash and liquidity resources could, beamong ~~disrupted~~other risks, make it more costly or ~~otherwise~~difficult ~~negatively~~to ~~affected~~complete acquisitions, ~~which~~or ~~could~~make ~~result~~it inharder ~~customer~~or ~~dissatisfaction~~more ~~and~~costly ~~damage~~for us to ~~our~~borrow ~~reputation~~additional ~~and~~funding ~~brands,~~in ~~and~~the ~~materially~~future. ~~and~~Any ~~adversely~~of ~~affect~~these ~~our~~impacts, ~~business.~~or Weany doother ~~not~~impacts ~~carry~~resulting ~~business~~from ~~interruption~~the ~~insurance~~factors ~~sufficient~~described toabove ~~compensate~~or usother ~~for~~related ~~all~~or ~~losses~~similar ~~that~~factors ~~may~~not ~~result~~described ~~from~~above, ~~interruptions~~could inhave material adverse impacts on our ~~service~~liquidity asand aour ~~result~~business, offinancial ~~systems~~condition ~~failures~~or ~~and~~results ~~similar~~of ~~events~~operations.

~~There~~We ~~may~~have bebusiness ~~losses~~operations orlocated ~~unauthorized~~in ~~access~~non-U.S. tocountries orwhich ~~releases~~subject ofus ~~confidential~~to ~~information,~~additional ~~including~~costs ~~personally~~and ~~identifiable~~risks ~~information,~~ that could ~~subject~~adversely ~~the~~affect ~~Company~~our tooperating ~~significant reputational, financial, legal and operational consequences~~results.

~~The~~All ~~Company’s~~of ~~business~~the ~~requires~~operations itof tothe ~~use,~~Company ~~transmit~~take ~~and~~place ~~store~~outside ~~confidential~~of ~~information~~the ~~including,~~U.S. ~~among~~Compliance ~~other things, personally identifiable information (“PII”)~~ with ~~respect~~international tolaws ~~the Company’s customers~~ and ~~employees.~~regulations ~~The~~that ~~Company~~apply ~~devotes significant resources~~ to ~~network~~their ~~and~~international ~~data~~operations ~~security,~~likely ~~including~~involves ~~through~~some ~~the~~cost ~~use~~savings of(e.g., ~~encryption~~compliance ~~and~~in ~~other~~an ~~security~~African ~~measures~~country ~~intended~~may tocost ~~protect~~less ~~its~~than ~~systems and data~~U.S. ~~But these measures cannot provide absolute security~~compliance), ~~and~~while ~~losses~~involving orcost ~~unauthorized~~increases ~~access~~in toother orrespects. ~~releases of confidential information occur and could materially adversely affect the Company’s reputation~~However, ~~financial~~our ~~condition~~ultimate ~~and~~goal ~~operating~~is ~~results. The Company’s business also requires it~~ to ~~share~~move ~~confidential~~into ~~information~~regulated ~~with third parties~~U.S. ~~Although~~markets in the ~~Company~~future. ~~takes~~As ~~steps~~a toresult ~~secure~~of ~~confidential~~our ~~information~~international ~~that is provided to third parties~~operations, ~~such~~we ~~measures~~ are ~~not~~subject ~~always~~to, ~~effective~~ and ~~losses~~will orbe ~~unauthorized~~subject ~~access~~ to, ora ~~releases~~variety of ~~confidential~~risks ~~information~~and ~~occur~~challenges ~~and~~in ~~could~~managing ~~materially~~an ~~adversely~~organization ~~affect~~operating ~~the~~in ~~Company’s~~various ~~reputation~~countries, ~~financial~~including ~~condition~~those ~~and~~related ~~operating results.~~to:

41· ~~Table~~challenges ofcaused ~~Contents~~by distance as well as language and cultural differences; · general economic conditions in each country or region; · regulatory changes; · political unrest, terrorism and the potential for other hostilities; · public health risks, particularly in areas in which we have significant operations; · longer payment cycles and difficulties in collecting accounts receivable; · difficulties in transferring funds from certain countries; · laws such as the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act, and local laws which also prohibit corrupt payments to governmental officials; and · reduced protection for intellectual property rights in some countries.

~~For~~If ~~example,~~we ~~the~~are ~~Company~~unable ~~may~~to ~~experience~~expand aor ~~security~~adequately ~~breach~~staff ~~impacting~~and ~~the~~manage ~~Company’s~~our ~~information~~existing ~~technology~~development ~~systems~~operations ~~that~~located ~~compromises~~outside ~~the confidentiality, integrity or availability~~ of ~~confidential~~the ~~information~~U.S., ~~Such~~we anmay ~~incident~~not ~~could~~realize, ~~among~~in ~~other~~whole ~~things,~~or ~~impair~~in part, the ~~Company’s~~anticipated ~~ability~~benefits tofrom ~~attract~~these ~~and~~initiatives ~~retain~~(including ~~customers~~lower ~~for~~development ~~its products and services~~expenses), ~~impact~~which ~~the~~in ~~Company’s~~turn ~~stock~~could ~~price,~~ materially ~~damage~~adversely ~~supplier~~affect ~~relationships,~~our ~~and expose the Company to litigation or government investigations~~business, ~~which~~financial ~~could result in penalties~~condition, ~~fines~~and orresults ~~judgments~~of ~~against the Company~~operations.

~~The~~36 ~~Company~~Table ~~has implemented systems and processes intended to secure its information technology systems and prevent unauthorized access to or loss~~ of sensitive data. As with all companies, these security measures may not be sufficient for all eventualities and may be vulnerable to hacking, employee error, malfeasance, system error, faulty password management or other irregularities. In addition to the risks relating to general confidential information described above, the Company is also subject to specific obligations relating to payment card data. Under payment card rules and obligations, if cardholder information is potentially compromised, the Company could be liable for associated investigatory expenses and could also incur significant fees or fines if the Company fails to follow payment card industry data security standards. The Company could also experience a significant increase in payment card transaction costs or lose the ability to process payment cards if it fails to follow payment card industry data security standards, which would materially adversely affect the Company’s reputation, financial condition and operating results.Contents

~~Adverse~~Other ~~developments~~than ~~affecting~~Slovenia and Croatia, none of the ~~financial~~Balkan ~~services~~nations ~~industry,~~have ~~including~~been ~~events~~offered ormembership ~~concerns~~in ~~involving~~the ~~liquidity~~European Union. However, ~~defaults~~Serbia orwas ~~non-performance~~granted byformal ~~financial~~“EU ~~institutions~~candidate orstatus” ~~transactional~~in ~~counterparties,~~2012 ~~bank~~and ~~closures~~has orbeen ~~FDIC~~in ~~takeovers~~formal accession negotiations since 2014. If Serbia were to join the European Union, the costs entailed in complying with newly-applicable European regulations could be significant and that could in turn materially adversely affect ~~our~~the Company’s business, financial condition, orand results of operations.

~~Events~~Because ~~involving~~certain ~~limited~~of ~~liquidity,~~our ~~defaults,~~executive ~~non-performance~~officers orand ~~other~~directors ~~adverse~~live ~~developments~~outside ~~that~~of ~~affect financial institutions, transactional counterparties or other companies in~~ the ~~financial~~United ~~services industry or the financial services industry generally~~States, oryou ~~concerns~~may orhave ~~rumors~~no ~~about~~effective ~~any~~recourse ~~events~~against ofthem ~~these~~for ~~kinds~~misconduct ~~or other similar risks, have in the past~~ and may innot ~~the~~be ~~future~~able ~~lead~~ to ~~market-wide~~enforce ~~liquidity~~judgment ~~problems. Although we assess our banking~~ and ~~customer~~civil ~~relationships~~liabilities asagainst wethem. ~~believe~~Investors ~~necessary~~may ornot ~~appropriate,~~be ~~our~~able ~~access~~ to ~~funding~~receive ~~sources~~compensation ~~and~~for ~~other~~damages ~~credit~~to ~~arrangements could be significantly impaired by factors that affect us,~~ the ~~financial~~value ~~services~~of ~~industry~~their orinvestment ~~economy~~caused inby ~~general,~~wrongful inactions ~~the~~by ~~future.~~certain ~~These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types~~ of ~~financial,~~our ~~credit~~directors orand liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, including, but not limited to bank closures, or concerns or negative expectations about the prospects for companies in the financial services industryofficers.

InOur ~~addition,~~Chief ~~investor~~Executive ~~concerns~~Officer ~~regarding~~and ~~the~~Chief ~~U.S.~~Operating orOfficer ~~international~~and ~~financial~~certain ~~systems~~of ~~could~~our ~~result~~directors incurrently ~~less~~live ~~favorable~~outside ~~commercial~~of ~~financing~~the ~~terms,~~United ~~including~~States ~~higher~~and ~~interest~~all ~~rates~~ or ~~costs~~a ~~and~~substantial ~~tighter~~portion ~~financial~~of ~~and~~their ~~operating~~assets ~~covenants,~~are orlocated ~~systemic~~outside ~~limitations~~of onthe ~~access~~United toStates. ~~credit~~As ~~and~~a ~~liquidity sources~~result, ~~thereby making~~ it ~~more~~may be difficult for usinvestors to ~~acquire~~enforce ~~financing~~within onthe ~~acceptable~~United ~~terms~~States orany atjudgments ~~all.~~obtained ~~Any~~against ~~decline in available funding or access to~~ our ~~cash~~officers and ~~liquidity~~directors ~~resources~~who ~~could,~~live ~~among~~outside ~~other~~of ~~risks,~~the ~~make~~United itStates ~~more costly~~ or ~~difficult~~obtain tojudgments ~~complete~~against ~~acquisitions,~~them oroutside ~~make~~of itthe ~~harder~~United orStates ~~more~~that ~~costly~~are ~~for~~predicated usupon tothe ~~borrow~~civil ~~additional~~liability ~~funding~~provisions inof the ~~future.~~securities ~~Any~~laws of ~~these impacts, or any other impacts resulting from~~ the ~~factors~~United ~~described~~States ~~above~~ or ~~other~~any ~~related~~state ~~or similar factors not described above, could have material adverse impacts on our liquidity and our business, financial condition or results of operations~~thereof.

WeOur ~~have~~results ~~business~~of operations ~~located~~may inbe ~~non-U.S.~~adversely ~~countries~~affected ~~which~~by ~~subject~~fluctuations usin tocurrency ~~additional costs and risks that could adversely affect our operating results~~values.

~~All~~The ofCompany ~~the~~receives ~~operations~~revenues ofand ~~the~~pays ~~Company~~expenses ~~take~~in ~~place~~currencies ~~outside~~other ofthan the U.S. ~~Compliance~~dollar, ~~with~~including ~~international~~Serbian ~~laws~~Dinar ~~and~~(RSD), ~~regulations~~European ~~that~~Union ~~apply~~Euros to(EUR), ~~their~~British ~~international~~Pound ~~operations~~Sterling ~~likely~~(GBP), ~~involves~~Mexican ~~some~~Peso, ~~cost~~Bosnia-Herzegovina ~~savings~~Convertible Mark (~~e.g.~~BAM), ~~compliance~~Peruvian inSol an(PEN), ~~African~~and ~~country~~Tanzanian ~~may~~Shilling ~~cost~~(TZS). ~~less~~Changes ~~than~~in ~~U.S.~~the ~~compliance),~~value ~~while~~of ~~involving~~the ~~cost~~currencies ~~increases~~we inreceive ~~other~~revenues ~~respects.~~and ~~However,~~pay ~~our~~expenses ~~ultimate~~in, ~~goal~~versus iseach toother, ~~move~~and ~~into~~the ~~regulated~~ U.S. ~~markets~~dollar, incould ~~the future. As a~~ result ofin ~~our~~an ~~international~~adverse ~~operations,~~charge webeing ~~are~~recorded ~~subject~~ to, ~~and~~the ~~will~~Company’s beincome ~~subject~~statement. ~~to,~~Our acurrency ~~variety~~remeasurement ofgains ~~risks~~ and ~~challenges~~losses inare ~~managing~~charged anagainst ~~organization~~earnings ~~operating~~ in ~~various~~the ~~countries,~~period ~~including those related to:~~incurred.

•The ~~challenges~~Company depends ~~caused~~on the byservices ~~distance~~of askey ~~well~~personnel asto ~~language~~execute its ~~and~~business ~~cultural~~strategy. ~~differences;~~If it loses •the ~~general~~services ~~economic~~of its key ~~conditions~~personnel ~~in each country~~ or ~~region;~~we •are ~~regulatory~~unable ~~changes;~~to •attract ~~political unrest, terrorism~~ and ~~the~~retain ~~potential for~~ other ~~hostilities;~~qualified ~~• public health risks~~personnel, ~~particularly in areas in which~~ we may ~~have~~be ~~significant~~unable operations; • longer payment cycles and difficulties in collecting accounts receivable; • difficulties in transferring funds from certain countries; • laws such as the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act, and local laws which also prohibit corrupt payments to ~~governmental~~operate our ~~officials;~~business ~~and • reduced protection for intellectual property rights in some countries~~effectively.

42We ~~Table~~believe that the future success of ~~Contents~~the Company will depend on the services of a number of key management and operating personnel. Some of these key employees have strong relationships with our customers and our business may be harmed if these employees leave. In addition, the ability of the Company to manage growth depends, in part, on our ability to identify, hire and retain additional qualified employees. The Company faces intense competition for qualified individuals from numerous technologies, software and service companies. If we are unsuccessful in attracting and retaining these key management and operating personnel, our ability to operate our business effectively could be negatively impacted and our business, operating results and financial condition would be materially adversely affected.

IfWe werely ~~are~~on ~~unable~~third toparty ~~expand~~cloud orservices ~~adequately staff~~ and ~~manage~~such ~~our~~providers ~~existing~~or ~~development~~services ~~operations~~have ~~located~~in ~~outside of~~ the ~~U.S.~~past, weand may ~~not realize,~~ in ~~whole or in part,~~ the ~~anticipated benefits from these initiatives (including lower development expenses)~~future, ~~which~~encounter intechnical ~~turn~~problems ~~could materially adversely affect our business, financial condition,~~ and ~~results~~service ~~of operations~~interruptions.

~~Other~~The ~~than~~Company ~~Slovenia~~hosts ~~and~~its ~~Croatia,~~services ~~none~~on a combination of ~~the~~proprietary ~~Balkan~~and ~~nations~~cloud servers. Such servers have ~~been~~in ~~offered~~the ~~membership~~past and may in the ~~European~~future ~~Union~~experience slower response times or interruptions as a result of increased traffic or other reasons. ~~However,~~The ~~Serbia~~Company ~~was~~does ~~granted~~not ~~formal~~have ~~“EU~~control ~~candidate~~over ~~status”~~the inoperations ~~2012~~of ~~and~~the ~~has~~facilities ~~been~~or ininfrastructure ~~formal~~of ~~accession~~the ~~negotiations~~third-party ~~since~~service ~~2014~~providers that they use. IfSuch ~~Serbia~~third ~~were~~parties’ facilities are vulnerable to ~~join~~damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. The continuing and uninterrupted performance of the ~~European~~Company’s ~~Union~~platform will be critical to our success. The Company has experienced, and in the ~~costs~~future ~~entailed~~may experience, interruptions, delays and outages in ~~complying~~service ~~with~~and ~~newly~~availability from these third-~~applicable~~party ~~European~~service ~~regulations~~providers ~~could~~from betime ~~significant~~to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and ~~that~~capacity ~~could~~constraints. In addition, any changes in ~~turn~~these ~~materially~~third parties’ service levels may adversely affect our ability to meet the requirements of the Company’s users. Since our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as the Company expands, and the usage of our offerings increases. Any negative publicity arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings. Any of the above circumstances or events may harm our reputation, reduce the availability or usage of our platform, lead to a significant loss of revenue, increase our costs, and impair our ability to attract new customers, any of which could adversely affect our business, financial condition, and results of operations.

~~Because~~37 ~~certain~~Table of our executive officers and directors live outside of the United States, you may have no effective recourse against them for misconduct and may not be able to enforce judgment and civil liabilities against them. Investors may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by certain of our directors and officers.Contents

Our ~~Chief~~operations ~~Executive~~rely ~~Officer~~heavily ~~and~~on ~~Chief~~an ~~Operating~~uninterrupted ~~Officer~~supply ~~and certain~~ of ~~our~~electrical ~~directors currently live outside of the United States and all or a substantial portion of their assets are located outside of the United States~~power. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers and directors who live outside of the United States or obtain judgments against them outside of the United States that are predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

~~Our~~Any ~~results~~unscheduled disruption in the supply of electrical power to the Company, our customers or our service providers, or the Internet in general, could result in an immediate, and possibly substantial, loss of revenues due to a shutdown of our operations, ~~may~~those of our customers or service providers. In the event such electrical power was to be ~~adversely~~out ~~affected~~for bya ~~fluctuations~~prolonged period of time, it could prevent the Company from generating revenues, result in ~~currency~~a ~~values~~decrease in demand for our services or result in lawsuits or other litigation against us.

~~The~~Our ~~Company~~business ~~receives~~is ~~revenues~~vulnerable ~~and~~to ~~pays~~changing ~~expenses~~economic inconditions currencies other than the U.S. dollar, including Serbian Dinar (RSD), European Union Euros (EUR), British Pound Sterling (GBP), Mexican Peso, Bosnia-Herzegovina Convertible Mark (BAM), Peruvian Sol (PEN), and ~~Tanzanian~~to ~~Shilling (TZS). Changes in the value of the currencies we receive revenues and pay expenses in, versus each~~ other, ~~and~~factors ~~the~~that ~~U.S.~~adversely ~~dollar,~~affect ~~could result in an adverse charge being recorded to~~ the ~~Company’s~~industries ~~income statement. Our currency remeasurement gains and losses are charged against earnings~~ in ~~the~~which ~~period~~we ~~incurred~~operate.

The ~~Company depends~~demand on for entertainment and leisure activities tends to be highly sensitive to changes in consumers’ disposable income, and thus can be affected by changes in the ~~services~~economy and consumer tastes, both of ~~key~~which ~~personnel~~are difficult to ~~execute its~~predict ~~business~~and ~~strategy~~beyond the control of the Company. ~~If it loses~~Unfavorable changes in general economic conditions, including recessions, economic slowdown, sustained high levels of unemployment, and increasing fuel or transportation costs, may reduce customers’ disposable income or result in fewer individuals visiting casinos, whether land-based or online, or otherwise engaging in entertainment and leisure activities, including gaming. As a result, the Company cannot ensure that demand for our products or services will remain constant. Continued or renewed adverse developments affecting economies throughout the world, including a general tightening of ~~its key~~ ~~personnel~~availability of credit, decreased liquidity in many financial markets, increasing interest rates, increasing energy costs, acts of war or weterrorism, ~~are~~transportation ~~unable~~disruptions, tonatural ~~attract~~disasters, ~~and~~declining ~~retain~~consumer ~~other~~confidence, ~~qualified~~sustained ~~personnel~~high levels of unemployment or significant declines in stock markets, ~~we may~~ becould ~~unable~~lead to ~~operate our~~a ~~business~~further ~~effectively~~reduction in discretionary spending on leisure activities, such as gaming. Any significant or prolonged decrease in consumer spending on entertainment or leisure activities could reduce the Company’s cash flows and revenues. If the Company experiences a significant unexpected decrease in demand for its products, we could incur losses.

WeThe ~~believe that the future success of the~~ Company’s ~~will~~results ~~depend on the services~~ of aoperations ~~number~~could ~~of key management and operating personnel. Some of these key employees have strong relationships with our customers and our business may~~ be ~~harmed~~affected ifby ~~these~~natural ~~employees~~events ~~leave.~~in ~~In addition,~~ the ~~ability~~locations ofin ~~the~~which ~~Company~~we tooperate ~~manage~~or ~~growth~~where ~~depends, in part, on~~ our ~~ability~~customers toor ~~identify,~~service ~~hire~~providers ~~and~~operate ~~retain additional qualified employees. The Company faces intense competition for qualified individuals from numerous technologies, software~~ and ~~service~~we ~~companies.~~do Ifnot wecurrently ~~are~~have ~~unsuccessful~~insurance in ~~attracting~~place ~~and retaining these key management and operating personnel, our ability~~ to ~~operate~~mitigate ~~our~~such ~~business effectively could be negatively impacted and our business, operating results and financial condition would be materially adversely affected~~risks.

WeThe ~~rely~~Company, onits ~~third~~customers ~~party~~and ~~cloud~~service ~~services~~providers have, and will have, operations in locations subject to natural occurrences such ~~providers~~as severe weather and other geological events, including hurricanes, earthquakes, or ~~services~~floods ~~have~~that incould disrupt operations. Any serious disruption at any of our facilities or the ~~past~~facilities of our customers or service providers due to a natural disaster could have a material adverse effect on our revenues and increase our costs and expenses. If there is a natural disaster or other serious disruption at any of our facilities, it could cause a significant disruption to our operations, cause us to incur significant costs to relocate or re-establish these functions and negatively impact our operating results. While we intend to seek insurance against certain business interruption risks, the Company does not currently have any insurance in place and any eventual insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters. In addition, any natural disaster that results in a prolonged disruption to the ~~future~~operations of customers or suppliers may adversely affect our business, ~~encounter~~results ~~technical~~of ~~problems~~operations ~~and~~or ~~service~~financial ~~interruptions~~condition.

~~The~~Our ~~Company~~insurance ~~hosts~~coverage ~~its services on a combination of proprietary and cloud servers. Such servers have in the past and~~ may ~~in the future experience slower response times or interruptions as a result of increased traffic or other reasons. The Company does~~ not have control over the operations of the facilities or infrastructure of the third-party service providers that they use. Such third parties’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. The continuing and uninterrupted performance of the Company’s platform will be ~~critical~~adequate to ~~our~~cover ~~success.~~all ~~The~~possible ~~Company~~losses ~~has~~that ~~experienced,~~we ~~and~~could ~~in the future may experience~~suffer, ~~interruptions, delays~~ and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in these third parties’ service levels may adversely affect our ~~ability~~insurance tocosts meet the requirements of the Company’s users. Since our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as the Company expands, and the usage of our offerings increases. Any negative publicity arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings. Any of the above circumstances or events may harm our reputation, reduce the availability or usage of our platform, lead to a significant loss of revenue, increase ~~our costs, and impair our ability to attract new customers, any of which could adversely affect our business, financial condition, and results of operations~~.

43The ~~Table~~Company has insurance policies with coverage features and insured limits that it believes are customary in their breadth and scope. However, in the event of ~~Contents~~a substantial loss, the insurance coverage that the Company carries may not be sufficient to pay the full market value or replacement cost of its lost investment or could result in certain losses being totally uninsured. Market forces beyond our control may limit the scope of the insurance coverage we can obtain in the future or our ability to obtain coverage at reasonable rates, including officer and director insurance, which the Company may be unable to obtain on favorable terms, if at all. Certain catastrophic losses may be uninsurable or too expensive to justify obtaining insurance. As a result, if the Company were to suffer such a catastrophic loss it could have a material adverse effect on the operations of, and prospects of, the Company and we may not be successful in obtaining future insurance without increases in cost or decreases in coverage levels.

~~Our~~38 ~~operations~~Table ~~rely heavily on an uninterrupted supply~~ of ~~electrical power.~~Contents

~~Any~~There ~~unscheduled~~is ~~disruption~~a inrisk ~~the~~that ~~supply of electrical power to~~ the Company,’s ~~our~~network ~~customers~~systems orwill ~~our~~be ~~service~~unable ~~providers, or the Internet in general, could result in an immediate, and possibly substantial, loss of revenues due~~ to ameet ~~shutdown of our operations, those of our customers or service providers. In~~ the ~~event~~growing ~~such electrical power was to be out for a prolonged period of time, it could prevent the Company from generating revenues, result in a decrease in~~ demand for ~~our~~its ~~services~~online ~~or result in lawsuits or other litigation against us~~products.

~~Our~~The ~~business~~growth isof ~~vulnerable~~internet tousage ~~changing~~has ~~economic~~caused ~~conditions~~frequent interruptions and todelays ~~other~~in ~~factors~~processing and transmitting data over the internet. There can be no assurance that ~~adversely~~the ~~affect~~internet infrastructure or the ~~industries~~network insystems ~~which~~of wethe ~~operate~~Company will be able to meet the demand placed on them by the continued growth of the internet, the overall online gaming and interactive entertainment industry and their customers.

The ~~demand for entertainment and leisure activities tends to be highly sensitive to changes in consumers~~internet’s ~~disposable~~viability ~~income,~~as and thus can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond the control of the Company. Unfavorable changes in general economic conditions, including recessions, economic slowdown, sustained high levels of unemployment, and increasing fuel or transportation costs, may reduce customers’ disposable income or result in fewer individuals visiting casinos, whether land-based or online, or otherwise engaging in entertainment and leisure activities, including gaming. As a ~~result,~~medium ~~the Company cannot ensure that demand~~ for ~~our~~ products orand services ~~will~~offered ~~remain~~by ~~constant.~~us ~~Continued~~could orbe ~~renewed~~affected ~~adverse~~if ~~developments affecting economies throughout~~ the ~~world,~~necessary ~~including~~infrastructure ais ~~general~~not ~~tightening of availability of credit~~sufficient, ~~decreased liquidity in many financial markets, increasing interest rates, increasing energy costs, acts of war~~ or ~~terrorism,~~if ~~transportation~~other ~~disruptions,~~technologies ~~natural~~and ~~disasters,~~technological ~~declining~~devices ~~consumer~~eclipse ~~confidence,~~the ~~sustained~~internet ~~high levels of unemployment or significant declines in stock markets, could lead to a further reduction in discretionary spending on leisure activities, such~~ as ~~gaming. Any significant or prolonged decrease in consumer spending on entertainment or leisure activities could reduce the Company’s cash flows and revenues. If the Company experiences~~ a ~~significant~~viable ~~unexpected decrease in demand for its products, we could incur losses~~channel.

~~The~~End-users ~~Company’s results~~ of ~~operations~~our ~~could~~products beand ~~affected~~services bywill ~~natural~~depend ~~events~~on ininternet ~~the~~service ~~locations~~providers inand ~~which~~our wesystem ~~operate~~infrastructure (or ~~where~~those ~~our~~of ~~customers~~their licensed partners) for access to us or ~~service~~their ~~providers~~licensees’ ~~operate~~products and weservices. doMany ~~not~~of ~~currently~~these services have ~~insurance~~experienced service outages in ~~place~~the past and could experience service outages, delays, and other difficulties due to ~~mitigate~~system ~~such~~failures, ~~risks~~stability, or interruption.

~~The~~Malfunctions Company, its customers and service providers have, and will have, operations in locations subject to natural occurrences such as severe weather and other geological events, including hurricanes, earthquakes, or floods that could disrupt operations. Any serious disruption at any of our facilities or the facilities of our customers or service providers due to a natural disaster could have a material adverse effect on our revenues and increase our costs and expenses. If there is a natural disaster or other serious disruption at any of our facilities, it could cause a significant disruption to our operations, cause us to incur significant costs to relocate or rethird-~~establish~~party ~~these~~communications ~~functions and negatively impact our operating results. While we intend to seek insurance against certain business interruption risks~~infrastructure, ~~the~~hardware ~~Company does not currently have any insurance in place~~ and ~~any~~software ~~eventual~~expose ~~insurance may not adequately compensate~~ us ~~for~~to ~~any losses incurred as~~ a ~~result~~variety of ~~natural~~risks orwe ~~other~~cannot ~~disasters~~control. ~~In addition, any natural disaster that results in a prolonged disruption to the operations of customers or suppliers may adversely affect our business, results of operations or financial condition.~~

~~Our~~The ~~insurance~~business ~~coverage~~of ~~may~~the Company depends upon the capacity, reliability and security of the infrastructure owned by third parties over which the Company’s offerings are deployed. The Company has no control over the operation, quality, or maintenance of a significant portion of that infrastructure or whether or not bethose ~~adequate~~third parties will upgrade or improve their equipment. The Company instead depends on these companies to ~~cover~~maintain ~~all~~the ~~possible~~operational ~~losses~~integrity ~~that~~of wetheir connections. If one or more of these companies is unable or unwilling to supply or expand their levels of service in the future, the operations of the Company could ~~suffer~~be adversely impacted. Also, to the extent the number of users of networks utilizing the Company’s future products and ~~our~~services ~~insurance~~suddenly ~~costs~~increases, the technology platform and secure hosting services which will be required to accommodate a higher volume of traffic may ~~increase~~result in slower response times or service interruptions. System interruptions or increases in response time could result in a loss of potential or existing users and, if sustained or repeated, could reduce the appeal of the networks to users. In addition, users depend on real-time communications; outages caused by increased traffic could result in delays and system failures. These types of occurrences could cause users to perceive that the products and services of the Company do not function properly and could therefore adversely affect the Company’s ability to attract and retain licensees, strategic partners, and customers.

The Company has insurance policies with coverage features and insured limits that it believes are customary in their breadth and scope. However, in the event of a substantial loss, the insurance coverage that the Company carries may not be sufficient to pay the full market value or replacement cost of its lost investment or could result in certain losses being totally uninsured. Market forces beyond our control may limit the scope of the insurance coverage we can obtain in the future or our ability to obtain coverage at reasonable rates, including officer and director insurance, which the Company may be unable to obtain on favorable terms, if at all. Certain catastrophic losses may be uninsurable or too expensive to justify obtaining insurance. As a result, if the Company were to suffer such a catastrophic loss it could have a material adverse effect on the operations of, ~~and prospects of,~~ the Company ~~and~~are ~~we may not be successful in obtaining future insurance without increases in cost or decreases in coverage levels~~seasonal.

~~There~~Like many businesses in the gaming and betting industry, the Company experiences a degree of seasonality in its operations. In particular, our 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 in certain markets 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 ~~risk~~pause ~~that~~before other significant sporting events begin in mid-July and early October, respectively. This is less significant in certain sports such as football (soccer), where the ~~Company~~Northern Hemisphere’s ~~network~~summer ~~systems~~often ~~will~~includes bemajor ~~unable~~international toevents ~~meet~~such as the ~~growing~~World ~~demand~~Cup, ~~for~~European ~~its~~Cup, ~~online~~and ~~products~~Olympic games, during certain years when they occur. It is also mitigated by the Company’s other revenue streams.

~~The~~39 ~~growth~~Table of internet usage has caused frequent interruptions and delays in processing and transmitting data over the internet. There can be no assurance that the internet infrastructure or the network systems of the Company will be able to meet the demand placed on them by the continued growth of the internet, the overall online gaming and interactive entertainment industry and their customers.Contents

44Risks ~~Table~~Related ofto ~~Contents~~Regulation

~~The~~Our ~~internet’s~~products ~~viability~~are asgenerally apart ~~medium~~of ~~for~~new ~~products~~ and ~~services~~evolving ~~offered by us could be affected if the necessary infrastructure is not sufficient~~industries, orwhich ifpresents ~~other~~significant ~~technologies~~uncertainty and ~~technological~~business ~~devices eclipse the internet as a viable channel~~risks.

~~End-users~~The ofgaming ~~our~~platforms, ~~products~~systems and ~~services~~gaming ~~will~~content ~~depend~~industries onare ~~internet~~relatively ~~service~~new ~~providers~~ and ~~our~~continue ~~system~~to ~~infrastructure~~evolve. ~~(or~~Whether ~~those~~these ofindustries grow and whether their ~~licensed~~business ~~partners) for~~will ~~access~~ultimately tosucceed, uswill orbe ~~their~~affected ~~licensees’~~by, ~~products~~among other things, mobile platforms, legal and ~~services.~~regulatory ~~Many~~developments of(such ~~these~~as ~~services~~passing ~~have~~new ~~experienced~~laws ~~service~~or ~~outages~~regulations inor ~~the~~extending ~~past~~existing laws or regulations to online gaming and ~~could~~related ~~experience~~activities), ~~service~~taxation ~~outages~~of gaming activities, ~~delays~~data and information privacy and payment processing laws and regulations, and other ~~difficulties~~factors ~~due~~that are unable to ~~system~~be ~~failures,~~predicted ~~stability,~~and orwhich ~~interruption~~are beyond the control of the Company.

~~Malfunctions~~Given the dynamic evolution of ~~third~~these industries, it can be difficult to plan strategically, including as it relates to product launches in new or existing jurisdictions which may be delayed or denied, and it is possible that competitors will be more successful than the Company is at adapting to change and pursuing business opportunities. Additionally, as the online gaming industry advances, including with respect to regulation in new and existing jurisdictions, the Company may become subject to additional compliance-~~party~~related ~~communications~~costs, ~~infrastructure~~including regulatory infractions, ~~hardware~~licensing, and ~~software~~taxes. ~~expose~~If usour product offerings do not obtain popularity or maintain popularity, or if we fail to grow in a ~~variety~~manner ofthat ~~risks~~meets our expectations, or if we cannot ~~control~~offer product offerings in particular jurisdictions that may be material to our business, then our results of operations and financial condition could be harmed.

~~The business of the Company depends upon the capacity~~Additionally, ~~reliability~~possible ~~and~~future ~~security~~changes ofin ~~the~~governmental ~~infrastructure~~regulations ~~owned~~pose bymaterial ~~third~~risks ~~parties~~to ~~over which~~ the Company~~’s offerings are deployed~~. ~~The~~These ~~Company~~changes ~~has~~may noinclude ~~control~~amendments ~~over~~to ~~the~~existing ~~operation,~~rules ~~quality,~~ or ~~maintenance~~the introduction of anew ~~significant~~ones, ~~portion~~shifts ofin ~~that~~regulatory ~~infrastructure~~focus or ~~whether~~policy, or ~~not~~changes ~~those~~in ~~third~~the ~~parties~~enforcement ~~will upgrade~~ or ~~improve~~interpretation ~~their~~of ~~equipment.~~current ~~The~~rules ~~Company~~and ~~instead~~policies. ~~depends~~These oncould ~~these~~lead ~~companies~~ to ~~maintain~~increased ~~the~~compliance ~~operational~~costs, ~~integrity~~restrictions ~~of their connections. If one~~ or ~~more~~prohibitions ofon ~~these~~current ~~companies~~operations, ~~is unable~~ or ~~unwilling~~required toalterations ~~supply or expand their levels of service in the future, the operations of the Company could be adversely impacted. Also,~~ to the ~~extent~~way the ~~number of users of networks utilizing the~~ Company’s ~~future~~services ~~products~~are ~~and~~offered ~~services~~or ~~suddenly increases~~marketed, ~~the~~any ~~technology~~of ~~platform and secure hosting services~~ which ~~will be required to accommodate a higher volume of traffic~~ may result in ~~slower response times or service interruptions. System interruptions or increases in response time could result in~~ a ~~loss~~material ofadverse ~~potential~~effect oron ~~existing users and, if sustained or repeated, could reduce~~ the ~~appeal~~results of ~~the~~operations ~~networks to users. In addition, users depend on real-time communications; outages caused by increased traffic could result in delays~~ and ~~system~~financial ~~failures.~~condition ~~These types~~ of ~~occurrences could cause users to perceive that~~ the ~~products and services of the~~ Company ~~do not function properly and could therefore adversely affect the Company’s ability to attract and retain licensees, strategic partners, and customers~~.

~~The~~Changes ~~operations~~in ofthe UK government’s or the ~~Company~~Republic ~~are~~of ~~seasonal~~Ireland’s rules relating to gaming could have a material negative impact on our business.

~~Like~~RKings ~~many~~is ~~businesses~~not incurrently ~~the~~subject ~~gaming~~to ~~and betting industry,~~ the ~~Company~~UK ~~experiences~~government’s aor ~~degree~~The Republic of ~~seasonality~~Ireland’s inrules ~~its~~relating ~~operations.~~to ~~In particular~~gaming, ~~our~~as ~~sports~~it ~~betting~~is ~~segment~~a ~~can~~skill begame ~~affected~~whereby by the ~~annual~~prize ~~sports~~competitions ~~calendar.~~require ~~The~~entrants ~~months~~to ofdemonstrate ~~late~~sufficient ~~June~~skill, ~~and~~knowledge, ~~the~~or ~~first~~judgment ~~week of July tend~~ to have ~~less~~a ~~sports~~chance ~~betting~~of ~~activity~~winning inand ~~certain~~participants ~~markets~~are ~~due~~provided towith a ~~decline~~route into ~~major~~free ~~sporting~~entry ~~events~~to ~~during~~the ~~this~~prize ~~period.~~competitions ~~This~~as isrequired ~~because~~by ~~many~~UK ~~prominent~~law. ~~sports~~We ~~leagues,~~refer ~~such~~to these as ~~football~~“pay ~~(soccer) and~~to ~~basketball,~~enter ~~conclude~~prize ~~their~~competitions”. Future ~~seasons~~changes into ~~the~~such ~~late~~rules ~~spring,~~ and ~~there’s~~regulations ~~often~~could arequire ~~pause~~RKings ~~before~~and ~~other~~its ~~significant~~operations ~~sporting~~to ~~events~~be ~~begin~~subject into ~~mid-July~~such rules and ~~early October~~requirements, ~~respectively.~~which ~~This~~could isresult ~~less~~in significant ~~in certain sports such as football (soccer)~~expenses, ~~where~~or ~~the~~potentially ~~Northern~~force ~~Hemisphere’s~~us ~~summer~~to ~~often~~change ~~includes~~or ~~major~~abandon ~~international events~~ such ascurrent ~~the World Cup~~operations, ~~European Cup,~~ and/or ~~Olympic~~could ~~games,~~result ~~during~~in ~~certain~~significant ~~years~~fines ~~when~~and ~~they occur~~penalties. ~~It is also mitigated by the Company’s other revenue streams.~~

~~Risks~~We ~~Related~~are subject to ~~Regulation~~various laws relating to trade, export controls, and foreign corrupt practices, the violation of which could adversely affect our operations, reputation, business, prospects, operating results and financial condition.

~~Our~~We ~~products~~ are ~~generally~~subject ~~part~~to ofvarious ~~new~~laws relating to trade, export controls, anti-corruption, sanctions, and ~~evolving~~anti-money ~~industries~~laundering, the violation of which ~~presents~~could ~~significant~~adversely ~~uncertainty~~affect ~~and~~our operations, reputation, business, ~~risks~~prospects, operating results and financial condition.

The ~~gaming~~Company ~~platforms,~~is ~~systems~~subject ~~and~~to ~~gaming~~risks ~~content~~associated ~~industries~~with ~~are~~doing ~~relatively~~business ~~new~~outside ~~and~~of ~~continue~~the United States, including exposure to ~~evolve~~complex foreign and U.S. ~~Whether~~regulations ~~these~~such ~~industries~~as ~~grow~~the ~~and~~U.S. ~~whether~~Foreign ~~their~~Corrupt ~~business~~Practices ~~will~~Act ~~ultimately~~(the ~~succeed~~“FCPA”), ~~will~~notwithstanding beany ~~affected~~current ~~by,~~or ~~among~~future ~~other~~changes ~~things~~in enforcement priorities, ~~mobile~~as ~~platforms~~well as anti-corruption, ~~legal~~anti-bribery, ~~and~~sanctions, ~~regulatory~~export ~~developments~~control, ~~(such~~financial ascrime, ~~passing~~and ~~new~~related laws orand regulations orof ~~extending~~the ~~existing~~jurisdictions ~~laws~~in which we operate or ~~regulations~~conduct tobusiness. ~~online~~These ~~gaming~~jurisdictions may include, among others, Serbia, Bosnia and ~~related~~Herzegovina, ~~activities)~~Montenegro, ~~taxation~~Cyprus, ofMalta, ~~gaming~~Belgium, ~~activities~~Tanzania, ~~data~~Peru, ~~and~~Mexico, ~~information~~Brazil, ~~privacy~~South Africa, Great Britain, Northern Ireland, the Republic of Ireland and ~~payment~~the ~~processing~~United Kingdom. These laws ~~and~~generally ~~regulations,~~prohibit companies and ~~other~~their ~~factors~~intermediaries ~~that~~from ~~are~~making ~~unable~~improper payments or providing other things of value to begovernment ~~predicted~~officials ~~and~~or ~~which~~private ~~are~~parties ~~beyond~~for the ~~control~~purpose of ~~the~~obtaining ~~Company~~or retaining business or securing an improper advantage, and may also impose restrictions on trade with certain countries, entities or individuals, as well as requirements relating to export licensing, economic sanctions, financial transparency and anti-money laundering.

~~Given~~40 ~~the~~Table ~~dynamic evolution~~ of these industries, it can be difficult to plan strategically, including as it relates to product launches in new or existing jurisdictions which may be delayed or denied, and it is possible that competitors will be more successful than the Company is at adapting to change and pursuing business opportunities. Additionally, as the online gaming industry advances, including with respect to regulation in new and existing jurisdictions, the Company may become subject to additional compliance-related costs, including regulatory infractions, licensing, and taxes. If our product offerings do not obtain popularity or maintain popularity, or if we fail to grow in a manner that meets our expectations, or if we cannot offer product offerings in particular jurisdictions that may be material to our business, then our results of operations and financial condition could be harmed.Contents

45Violations ~~Table~~of the FCPA and other applicable anti-corruption, sanctions, export control, financial crime, and similar laws may result in severe criminal and civil sanctions and other penalties. It may be difficult to oversee the conduct of ~~Contents~~any contractors, third-party partners, representatives or agents who are not our employees, potentially exposing the Company to greater risk from their actions. If our employees or agents fail to comply with applicable laws or company policies governing their international operations, the Company may face legal proceedings and actions which could result in civil penalties, administrative actions and criminal sanctions. Any determination that the Company has violated any anti-corruption or similar laws could have a material adverse impact on our business. Changes in trade sanctions, export control, or other regulatory regimes in the United States or in foreign jurisdictions may restrict our business practices, including requiring the cessation of business activities in certain countries or with certain counterparties.

~~Additionally,~~Violations ~~possible~~of ~~future~~these ~~changes~~laws inand ~~governmental~~ regulations ~~pose~~could ~~material~~result ~~risks~~in tosignificant fines, criminal sanctions against the Company., ~~These~~its ~~changes~~officers ~~may~~or ~~include~~employees, ~~amendments~~requirements to ~~existing~~obtain ~~rules~~export orlicenses, ~~the~~disgorgement ~~introduction~~ of ~~new ones~~profits, ~~shifts~~cessation inof ~~regulatory~~business ~~focus~~activities orin ~~policy~~certain jurisdictions, orprohibitions ~~changes~~on in the ~~enforcement~~conduct ~~or interpretation~~ of ~~current~~our ~~rules~~businesses and ~~policies.~~our ~~These~~inability ~~could~~to ~~lead~~market, tosell ~~increased~~or ~~compliance~~offer ~~costs,~~the ~~restrictions~~Company’s products or ~~prohibitions~~services onin ~~current~~one ~~operations~~or more countries. Additionally, orany ~~required~~such ~~alterations~~violations tocould ~~the~~materially ~~way~~damage the Company’s ~~services~~reputation, ~~are~~brand, ~~offered~~international orexpansion ~~marketed~~efforts, ~~any~~ability ofto ~~which~~attract ~~may~~and ~~result~~retain inemployees aand ~~material~~the ~~adverse~~Company’s ~~effect~~business, onprospects, ~~the~~operating results ~~of operations~~ and financial condition ~~of the Company~~.

~~Changes~~The Company also handles significant amounts of cash in certain aspects of its operations and is, and will continue to be, subject to various reporting, financial transparency and anti-money laundering regulations in the UKUnited ~~government’s~~States orand in the ~~Republic~~foreign jurisdictions in which it operates. Any violation of ~~Ireland’s~~applicable ~~rules~~anti-money ~~relating~~laundering, tocounter-terrorist ~~gaming~~financing, or financial crime laws or regulations could have a material ~~negative~~adverse impact on ~~our~~the Company’s business.

~~RKings is not currently subject to the UK government’s or~~ The ~~Republic of Ireland~~Company’s ~~rules~~ability ~~relating~~ to ~~gaming,~~operate asin ~~it is a skill game whereby~~ the prize competitions require entrants to demonstrate sufficient skill, knowledge, or judgment to have a chance of winning and participants are provided with a route to free entry to the prize competitions as required by UK lawU. ~~We refer to these as “pay to enter prize competitions”~~S. ~~Future~~ ~~changes~~is tocurrently, ~~such rules~~ and ~~regulations~~may ~~could~~continue ~~require RKings and its operations~~ to be ~~subject to such rules and requirements~~, ~~which could result in significant expenses, or potentially force us to change or abandon such current operations, and/or could result in significant fines and penalties~~limited.

WeAccording ~~are~~to actionnetwork.com, ~~subject~~as toof ~~various~~March 11, 2026, online sports betting is legal in 32 states (including the District of Columbia). As a result, we believe that the current U.S. market for the Company’s products and services is robust and the Company hopes that more U.S. states will pass laws ~~relating~~in the upcoming years to ~~trade,~~legalize ~~export~~more ~~controls,~~forms of online gambling. While the Company has engaged specialist legal counsel to assist with understanding the compliance requirements of U.S. gaming legislation and ~~foreign~~potentially ~~corrupt~~submitting ~~practices~~an application for a U.S. gaming license, the ~~violation~~Company anticipates the majority of ~~which~~its ~~could~~revenues ~~adversely~~coming ~~affect~~from ~~our~~the ~~operations~~UK, ~~reputation~~Asia, ~~business~~South America, ~~prospects~~Europe, ~~operating~~Africa, ~~results~~ and ~~financial~~Latin ~~condition~~America.

~~The~~In ~~Company is subject to risks associated with doing business outside of~~ the ~~United~~event ~~States,~~that ~~including~~more ~~exposure to complex foreign and~~ U.S. ~~regulations~~states ~~such~~do asnot ~~the~~adopt ~~Foreign~~more ~~Corrupt~~favorable ~~Practices~~online ~~Act~~gaming ~~(the~~laws ~~“FCPA”),~~in ~~notwithstanding a current freeze on enforcement of such FCPA at~~ the ~~direction of President Trump~~future, ~~and~~ ~~other~~the ~~anti-corruption~~federal ~~laws~~government ~~which~~prohibits ~~generally~~online ~~prohibit~~gaming, ~~U.S.~~or ~~companies~~the ~~and~~current ~~their~~states ~~intermediaries~~that ~~from~~allow ~~making improper payments to foreign officials~~ for ~~the~~online ~~purpose~~gaming ofchange ~~obtaining~~ or ~~retaining~~restrict ~~business.~~their ~~Violations~~current ~~of the FCPA and other anti-corruption~~ laws ~~may result in severe criminal and civil sanctions and other penalties. It may be difficult to oversee the conduct of any contractors~~, ~~third~~it ~~party~~could ~~partners,~~have ~~representatives~~a ormaterial ~~agents~~adverse ~~who~~effect ~~are~~on ~~not their employees, potentially exposing~~ the Company’s toability ~~greater risk from their actions. If our employees or agents fail~~ to ~~comply~~generate ~~with~~revenues ~~applicable~~and ~~laws~~operate orin ~~company~~the ~~policies governing their international operations~~U.S., ~~the Company may face legal proceedings and actions~~ which could ~~result~~cause ~~in civil penalties, administration actions and criminal sanctions. Any determination that~~ the ~~Company~~value ~~has~~of ~~violated~~its ~~any~~securities ~~anti-corruption~~to ~~laws~~decline ~~could have a material adverse impact on our businesses. Changes~~ in ~~trade~~value ~~sanctions laws may restrict their business practices, including cessation of business activities in sanctioned countries~~ or ~~with~~become ~~sanctioned entities~~worthless.

~~Violations~~Failure ofto ~~these~~comply ~~laws~~with ~~and~~regulatory ~~regulations~~requirements ~~could result~~ in ~~significant~~a ~~fines,~~particular ~~criminal sanctions against the Company~~jurisdiction, ~~its officers~~ or ~~employees,~~the ~~requirements~~failure to successfully obtain ~~export~~a ~~licenses,~~license ~~disgorgement~~or ofpermit ~~profits,~~applied ~~cessation~~for ~~of business activities~~ in ~~sanctioned~~a ~~countries~~particular jurisdiction, ~~prohibitions~~could onimpact ~~the~~our ~~conduct~~ability ofto ~~their~~comply ~~businesses~~with ~~and~~licensing ~~their inability to market~~ and ~~sell~~regulatory orrequirements ~~offer the Company’s products or services~~ in ~~one~~other ~~or more countries. Additionally~~jurisdictions, ~~any~~or ~~such violations~~ could ~~materially~~cause ~~damage~~ the ~~Company’s~~rejection ~~reputation,~~of ~~brand,~~license ~~international~~applications ~~expansion~~or ~~efforts,~~cancelation ~~ability~~of toexisting ~~attract~~licenses ~~and~~in ~~retain~~other ~~employees and the Company’s business, prospects, operating results and financial condition~~jurisdictions.

~~The~~Compliance ~~Company~~with ~~also~~the ~~has~~various regulations applicable to ~~deal~~online gaming is costly and time-consuming. Regulatory authorities at the federal, state and local levels (both in the U.S. and in foreign jurisdictions) have broad powers with ~~significant~~respect ~~amounts~~to the regulation and licensing of ~~cash~~real inmoney ~~their~~online gaming operations and ~~are~~may revoke, suspend, condition or limit the licenses of the Company, or those of our customers, impose substantial fines on us or our customers, and ~~will~~take beother actions, any one of which could have a material adverse effect on our business, financial condition, results of operations and prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various ~~reporting~~legislative and ~~anti-money~~regulatory ~~laundering~~bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. ~~Any~~The ~~violation~~Company ofstrives ~~anti-money~~to ~~laundering~~comply with all applicable laws and regulations relating to its business. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance with any such law or regulations could ~~have~~expose athe ~~material~~Company ~~adverse~~or ~~impact~~its oncustomers ~~their~~to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect the business of the Company and/or those of our customers.

~~The~~41 ~~Company’s~~Table ~~ability~~of ~~to operate in the U.S. is currently, and may continue to be, limited.~~Contents

~~According~~The ~~to actionnetwork.com,~~gaming aslicenses of ~~February~~the 25Company, ~~2024~~or its customers could be revoked, ~~sports~~suspended ~~betting~~or isconditioned ~~legal~~at any time. The loss of a license in 37one ~~states~~jurisdiction ~~(including~~could trigger the ~~District~~loss of ~~Columbia~~a license or affect our (or our customer’s). eligibility Asfor such a ~~result~~license in another jurisdiction, weand ~~believe~~any ~~that~~of ~~the~~such ~~current~~losses, ~~U.S.~~or ~~market~~potential for such loss, could cause the Company’s ~~products~~to ~~and~~cease ~~services~~offering issome ~~robust~~or ~~and~~all of its offerings in the ~~Company~~impacted ~~hopes~~jurisdictions ~~that~~or ~~more~~cause ~~U.S.~~any ~~states~~of ~~will~~its ~~pass~~customers ~~laws~~to cease offering their products in ~~the~~those ~~upcoming~~jurisdictions. ~~years~~The Company and its customers may be unable to ~~legalize~~obtain ~~more~~or ~~forms~~maintain ofall ~~online~~necessary ~~gambling.~~registrations, ~~While~~licenses, ~~the~~permits ~~Company~~or ~~has~~approvals, ~~engaged~~and ~~specialist~~could ~~legal~~incur ~~counsel~~fines toor ~~assist~~experience ~~with~~delays ~~understanding~~related to the ~~compliance~~licensing ~~requirements~~process, which could adversely affect its operations or those of Uits customers.S. ~~gaming~~The ~~legislation~~delay ~~and~~or ~~potentially~~failure ~~submitting~~to anobtain ~~application~~or ~~for~~maintain alicenses ~~U.S.~~by ~~gaming~~the ~~license~~Company in any jurisdiction may prevent it from distributing its offerings, ~~the~~increasing its customer base and/or generating revenues. The Company ~~anticipates~~may not be able to obtain and maintain the ~~majority~~licenses ofand related approvals necessary to conduct its ~~revenues~~operations. ~~coming~~Any ~~from~~failure by the UKCompany or its customers to maintain or renew existing licenses, ~~Asia~~registrations, ~~South~~permits ~~America,~~or ~~Europe~~approvals could have a material adverse effect on the business, ~~Africa~~financial condition, results of operations and ~~Latin~~prospects ~~America~~of the Company.

46Our ~~Table~~product ofofferings ~~Contents~~must be approved in most regulated jurisdictions in which they are offered; this process cannot be assured or guaranteed.

InIf the ~~event~~Company fails to obtain necessary gaming licenses in a given jurisdiction, we would likely be prohibited from distributing and providing our product offerings in that ~~more~~particular Ujurisdiction.S. ~~states~~If we fail to seek, do not ~~adopt~~receive, ~~more~~or ~~favorable~~receive ~~online~~a ~~gaming~~suspension ~~laws~~or revocation of a license in ~~the~~a ~~future,~~particular ~~the~~jurisdiction ~~federal~~for ~~government~~our ~~prohibits~~product ~~online~~offerings ~~gaming,~~(including orany related technology and software) then we cannot offer the ~~current~~same ~~states~~in that ~~allow~~jurisdiction ~~for~~and ~~online~~our gaming ~~change~~licenses orin ~~restrict~~other ~~their~~jurisdictions ~~current~~may ~~laws~~be impacted. Furthermore, itsome ~~could~~jurisdictions ~~have~~require alicense ~~material~~holders ~~adverse~~to ~~effect~~obtain ongovernment ~~the~~approval ~~Company’s~~before ~~ability~~engaging in some transactions. We may not be able to ~~generate~~obtain ~~revenues~~all ~~and~~necessary ~~operate~~licenses in ~~the~~a ~~U.S.~~timely manner, ~~which~~or ~~could~~at ~~cause~~all. Delays in regulatory approvals or failure to obtain such approvals may also serve as a barrier to entry to the ~~value~~market offor ~~its~~our ~~securities~~product offerings. If the Company is unable to ~~decline~~overcome inthe ~~value~~barriers orto ~~become~~entry, ~~worthless~~it will materially affect our results of operations and future prospects.

~~Failure~~To tothe ~~comply~~extent ~~with~~new ~~regulatory~~online ~~requirements~~gaming injurisdictions aare ~~particular~~established ~~jurisdiction~~or expanded, the Company cannot guarantee it will be successful in penetrating such new jurisdictions or expanding its business or customer base in line with the ~~failure~~growth toof ~~successfully~~existing ~~obtain~~jurisdictions. aAs ~~license~~the Company directly or ~~permit~~indirectly ~~applied~~enters ~~for~~into innew amarkets, ~~particular~~it ~~jurisdiction~~may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact ~~our~~on ~~ability~~planned torevenues ~~comply~~or costs associated with ~~licensing~~the new market opportunity. If the Company is unable to effectively develop and ~~regulatory~~operate ~~requirements~~directly inor indirectly within these new markets or if its competitors are able to successfully penetrate geographic markets that it cannot access or where it faces other ~~jurisdictions~~restrictions, orthen the Company’s business, operating results and financial condition could ~~cause~~be ~~the~~impaired. ~~rejection~~The failure of ~~license~~the ~~applications~~Company to obtain or ~~cancelation~~maintain ofthe ~~existing~~necessary ~~licenses~~regulatory approvals in ~~other~~ jurisdictions, whether individually or collectively, would have a material adverse effect on its business.

~~Compliance~~Legislative ~~with the various regulations applicable to online gaming is costly~~ and ~~time-consuming.~~regulatory ~~Regulatory~~changes authorities at the federal, state and local levels (both in the U.S. and in foreign jurisdictions) have broad powers with respect to the regulation and licensing of real money online gaming operations and may revoke, suspend, condition or limit the licenses of the Company, or those of our customers, impose substantial fines on us or our customers, and take other actions, any one of which could ~~have~~negatively aaffect ~~material adverse effect on~~ our business, ~~financial condition, results of operations~~ and prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. The Company strives to comply with all applicable laws and regulations relating to its business. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance with any such law or regulations could expose the Company or its customers to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect the business of ~~the Company and/or those of~~ our customers.

~~The~~Legislative ~~gaming~~and ~~licenses~~regulatory ofchanges ~~the~~may ~~Company,~~affect ordemand ~~its~~for ~~customers could be revoked, suspended~~ or ~~conditioned~~place atlimitations ~~any~~on ~~time.~~the ~~The~~placement ~~loss~~ of athe ~~license~~products inof ~~one jurisdiction could trigger~~ the ~~loss~~Company. ofSuch achanges ~~license~~could or affect ~~our~~the ~~(or~~Company ~~our~~in ~~customer’s) eligibility for such~~ a ~~license~~variety ~~in another jurisdiction, and any~~ of ~~such~~ways. ~~losses,~~Legislation or ~~potential~~regulation ~~for~~may ~~such~~introduce ~~loss,~~limitations ~~could~~on ~~cause~~their ~~the~~products ~~Company to cease offering some~~ or ~~all~~opportunities offor ~~its offerings in~~ the ~~impacted~~use ~~jurisdictions or cause any~~ of ~~its~~our ~~customers to cease offering their~~ products ~~in those jurisdictions. The Company~~ and ~~its~~could ~~customers~~foster ~~may~~competitive beproducts ~~unable to obtain~~ or ~~maintain~~solutions ~~all~~at ~~necessary~~our ~~registrations, licenses, permits~~ or ~~approvals,~~our ~~and~~customers’ ~~could~~expense. ~~incur~~Our ~~fines~~business orwill ~~experience~~likely ~~delays~~also ~~related~~suffer toif ~~the~~our ~~licensing~~products ~~process,~~become ~~which~~obsolete ~~could~~due ~~adversely~~to ~~affect~~changes ~~its~~in ~~operations~~laws or ~~those~~the ofregulatory ~~its customers~~framework. ~~The~~Moreover, ~~delay~~legislation ~~or failure~~ to ~~obtain~~prohibit, limit or ~~maintain~~add ~~licenses~~burdens byto ~~the~~our ~~Company~~business ~~in any jurisdiction~~ may ~~prevent~~be itintroduced ~~from~~in ~~distributing~~the ~~its~~future ~~offerings,~~in ~~increasing~~jurisdictions ~~its~~where ~~customer~~gaming ~~base~~has ~~and/or~~been ~~generating revenues~~legalized. ~~The~~In ~~Company~~addition, ~~may~~from ~~not~~time ~~be able~~ to ~~obtain~~time, ~~and~~legislators ~~maintain the licenses~~ and ~~related~~special ~~approvals~~interest ~~necessary~~groups tohave ~~conduct~~proposed ~~its~~legislation ~~operations.~~that ~~Any~~would ~~failure~~expand, byrestrict ~~the Company~~ or ~~its~~prevent ~~customers~~gaming tooperations ~~maintain~~ or ~~renew~~which ~~existing~~may ~~licenses,~~otherwise ~~registrations,~~adversely ~~permits~~impact orour ~~approvals~~operations ~~could~~in ~~have a material adverse effect on~~ the ~~business,~~jurisdictions ~~financial~~in ~~condition,~~which ~~results~~we ofoperate ~~operations~~ and ~~prospects~~will ofoperate in the ~~Company~~future.

~~Our~~42 ~~product~~Table ~~offerings~~of ~~must be approved in most regulated jurisdictions in which they are offered; this process cannot be assured or guaranteed.~~Contents

IfLegislative ~~the~~or ~~Company~~regulatory ~~fails~~changes tonegatively ~~obtain~~impacting ~~necessary~~the gaming ~~licenses~~industry inas a ~~given jurisdiction~~whole, weor ~~would~~the ~~likely~~Company’s becustomers, ~~prohibited~~in ~~from~~particular, ~~distributing~~could ~~and~~also ~~providing~~decrease ~~our~~the ~~product~~demand ~~offerings~~for inour ~~that~~products. ~~particular~~Opposition ~~jurisdiction.~~to Ifgaming wecould ~~fail~~result toin ~~seek,~~restrictions door ~~not~~even ~~receive,~~prohibitions orof ~~receive~~gaming aoperations ~~suspension~~in orany ~~revocation~~jurisdiction ofor acould ~~license~~result in aincreased ~~particular~~taxes ~~jurisdiction~~on ~~for~~gaming ~~our~~revenues. ~~product~~Tax ~~offerings~~matters, (including ~~any~~changes ~~related~~in ~~technology~~state, ~~and~~federal ~~software) then~~or weother ~~cannot~~tax ~~offer~~legislation ~~the~~or ~~same~~assessments inby ~~that~~tax ~~jurisdiction~~authorities ~~and~~could ~~our~~have ~~gaming~~a ~~licenses~~negative inimpact ~~other~~on ~~jurisdictions~~our ~~may~~business. beA ~~impacted.~~reduction ~~Furthermore,~~in ~~some~~growth ~~jurisdictions~~of ~~require~~the ~~license~~gaming ~~holders~~industry toor ~~obtain~~in ~~government~~the ~~approval~~number ~~before~~of ~~engaging~~gaming jurisdictions or delays in ~~some~~the ~~transactions.~~opening Weof ~~may~~new ~~not~~or beexpanded ~~able~~casinos tocould ~~obtain~~reduce ~~all~~demand ~~necessary~~for ~~licenses~~our inproducts. aChanges ~~timely~~in ~~manner,~~current or atfuture ~~all.~~laws ~~Delays~~or inregulations ~~regulatory~~or ~~approvals~~future orjudicial ~~failure~~intervention toin ~~obtain~~any ~~such~~particular ~~approvals~~jurisdiction may ~~also~~have ~~serve~~a asmaterial aadverse ~~barrier~~effect toon ~~entry~~our toexisting ~~the~~and ~~market~~proposed ~~for~~foreign ~~our~~and ~~product~~domestic ~~offerings~~operations. IfAny ~~the~~such ~~Company~~adverse ischange ~~unable~~in tothe ~~overcome~~legislative ~~the~~or ~~barriers~~regulatory toenvironment ~~entry,~~could ithave ~~will~~a ~~materially~~material ~~affect~~adverse effect on our business, results of operations ~~and~~or ~~future~~financial ~~prospects~~condition.

ToMaterial ~~the~~increases ~~extent~~to ~~new~~our ~~online~~taxes ~~gaming jurisdictions are established~~ or ~~expanded,~~ the ~~Company~~adoption ~~cannot~~of ~~guarantee it will be successful in penetrating such~~ new ~~jurisdictions~~taxes or ~~expanding its business or customer base in line with~~ the ~~growth~~authorization of ~~existing jurisdictions. As the Company directly or indirectly enters into~~ new ~~markets, it may encounter legal, regulatory and political challenges that are difficult~~ or ~~impossible~~increased toforms ~~foresee~~of ~~and~~gaming ~~which~~ could result in an unforeseen adverse impact on planned revenues or costs associated with the new market opportunity. If the Company is unable to effectively develop and operate directly or indirectly within these new markets or if its competitors are able to successfully penetrate geographic markets that it cannot access or where it faces other restrictions, then the Company’s business, operating results and financial condition could be impaired. The failure of the Company to obtain or maintain the necessary regulatory approvals in jurisdictions, whether individually or collectively, would have a material adverse effect on ~~its~~our ~~business~~future financial results.

47We ~~Table~~believe that the prospect of ~~Contents~~significant revenue is one of the primary reasons that jurisdictions permit or expand legalized gaming. As a result, gaming companies are typically subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. From time-to-time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additional gaming properties each subject to payment of a new license fee. It is not possible to determine with certainty the likelihood of changes in such laws or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The large number of state and local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming or new or increased gaming taxes and/or property taxes and worsening economic conditions could intensify those efforts. Any new or increased gaming or the material increase or adoption of additional taxes or fees, could have a material adverse effect on the future financial results of the Company.

~~Legislative~~Additionally, ~~and~~changes ~~regulatory~~in ~~changes~~taxation rates or the taxation base could ~~negatively~~have ~~affect~~a ~~our~~significant ~~business~~impact on the Company’s financial performance. For example, a shift from taxing gross income to a turnover-based approach could significantly increase the Company’s tax liabilities. However, the Company believes this risk is limited in the European Union which has issued Value Added Tax (VAT) Directive (article 135), which provides wide discretion to both member and candidates, as to whether to impose additional excise duties such as VAT on the ~~business~~betting and gambling industries. While this has been used as a precedent to counter similar draft legislations in various markets, the risk of ~~our~~changed ~~customers~~taxation norms, remains. Currently, most global markets (including the vast majority of U.S. states) align with the U.K. model, taxing on gross revenue, avoiding the imposition of distinct, special tax duties beyond standard ones, similar to other industries. Changes in tax laws or requirements could have a material adverse effect on the results of operations and financial condition of the Company.

~~Legislative~~Gaming ~~and~~opponents ~~regulatory changes~~ may ~~affect~~persist ~~demand for or place limitations on the placement of the products of the Company. Such changes could affect the Company~~ in ~~a variety of ways. Legislation or regulation may introduce limitations on~~ their ~~products~~efforts orto ~~opportunities~~curtail ~~for~~ the ~~use~~expansion of ~~our~~legalized ~~products~~gaming, ~~and~~which, ~~could foster competitive products or solutions at our or our customers’ expense. Our business will likely also suffer~~ if ~~our products become obsolete due to changes in laws or the regulatory framework. Moreover~~successful, ~~legislation~~could ~~to prohibit,~~ limit ~~or add burdens to our business may be introduced in~~ the ~~future~~growth inof jurisdictions where gaming has been legalized. In addition, from time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations or which may otherwise adversely impact our operations ~~in the jurisdictions in which we operate and will operate in the future~~.

~~Legislative~~There oris ~~regulatory~~significant ~~changes~~debate ~~negatively impacting the gaming industry as a whole~~over, orand ~~the~~opposition ~~Company’s customers~~to, inland-based ~~particular,~~and ~~could~~interactive ~~also~~gaming. ~~decrease~~We ~~the~~cannot ~~demand~~assure ~~for~~that ~~our~~this ~~products.~~opposition ~~Opposition~~will tonot ~~gaming~~succeed ~~could result~~ in ~~restrictions~~preventing orthe ~~even~~legalization ~~prohibitions~~ of gaming ~~operations~~ in ~~any~~jurisdictions ~~jurisdiction~~where orit ~~could~~is ~~result~~presently ~~in increased taxes on gaming revenues. Tax matters~~prohibited, ~~including~~prohibiting ~~changes in state, federal~~ or ~~other~~limiting ~~tax~~the ~~legislation~~expansion ~~or assessments by tax authorities could have a negative impact on our business. A reduction in growth~~ of ~~the~~ gaming ~~industry~~where orit inis ~~the~~currently ~~number~~permitted ~~of gaming jurisdictions~~ or ~~delays~~causing in the ~~opening~~repeal of ~~new~~legalized orgaming ~~expanded casinos could reduce demand for our products. Changes~~ in ~~current or future laws or regulations or future judicial intervention in~~ any ~~particular~~ jurisdiction ~~may have a material adverse effect on our existing and proposed foreign and domestic operations~~. Any ~~such~~successful ~~adverse~~effort ~~change~~to incurtail the ~~legislative~~expansion of, or ~~regulatory~~limit ~~environment~~or prohibit, legalized gaming could have aan ~~material~~ adverse effect on ~~our~~the ~~business,~~ results of operations, orcash flows and financial condition of the Company.

~~Material~~In ~~increases~~addition, there is significant opposition in some jurisdictions to ~~our~~gaming ~~taxes~~(online or ~~the~~otherwise). ~~adoption~~Such ofopposition ~~new~~could ~~taxes~~lead orthese ~~the~~jurisdictions ~~authorization~~to ofadopt ~~new~~legislation or ~~increased~~impose ~~forms~~a ofregulatory framework to govern interactive gaming specifically. These could ~~have~~result in a ~~material~~prohibition on gaming or increase their costs to comply with these regulations, all of which could have an adverse effect on ~~our~~the ~~future~~results of operations, cash flows and financial ~~results~~condition of the Company.

We43 ~~believe~~Table ~~that the prospect~~ of significant revenue is one of the primary reasons that jurisdictions permit or expand legalized gaming. As a result, gaming companies are typically subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. From time-to-time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additional gaming properties each subject to payment of a new license fee. It is not possible to determine with certainty the likelihood of changes in such laws or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The large number of state and local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming or new or increased gaming taxes and/or property taxes and worsening economic conditions could intensify those efforts. Any new or increased gaming or the material increase or adoption of additional taxes or fees, could have a material adverse effect on the future financial results of the Company.Contents

~~Additionally,~~Climate ~~changes in taxation rates or the taxation base could have a significant impact on the Company’s financial performance. For example~~change, aclimate ~~shift~~change ~~from~~regulations taxing gross income to a turnover-based approach could significantly increase the Company’s tax liabilities. However, the Company believes this risk is limited in the European Union which has issued Value Added Tax (VAT) Directive (article 135), which provides wide discretion to both member and ~~candidates,~~greenhouse asgas toeffects ~~whether~~may toadversely ~~impose~~impact ~~additional~~our excise duties such as VAT on the betting and gambling industries. While this has been used as a precedent to counter similar draft legislations in various markets, the risk of changed taxation norms, remains. Currently, most global markets (including the vast majority of U.S. states) align with the U.K. model, taxing on gross revenue, avoiding the imposition of distinct, special tax duties beyond standard ones, similar to other industries. Changes in tax laws or requirements could have a material adverse effect on the results of operations ~~and financial condition of the Company~~.

~~Gaming~~There ~~opponents~~is ~~may~~a ~~persist~~growing inpolitical ~~their~~and ~~efforts~~scientific consensus that greenhouse gas (“GHG”) emissions continue to ~~curtail~~alter the ~~expansion~~composition of ~~legalized~~the ~~gaming~~global atmosphere in ways that are affecting and are expected to continue affecting the global climate. We may become subject to legislation and regulation regarding climate change, ~~which~~and compliance with any new rules could be difficult and costly. Concerned parties, ifsuch ~~successful~~as legislators and regulators, stockholders and nongovernmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Many states and countries have announced or adopted programs to stabilize and reduce GHG emissions and in the past federal legislation has been proposed in Congress. If such legislation is enacted, we could ~~limit~~incur increased energy, environmental and other costs and capital expenditures to comply with the ~~growth~~limitations. ofUnless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our financial condition, operating performance, or ability to compete. Climate change could have a material adverse effect on our financial condition, results of operations and cash flow.

~~There~~The ~~is significant debate over, and opposition to, land-based and interactive~~ gaming. Weindustry ~~cannot assure that this opposition will not succeed in preventing the legalization of gaming in jurisdictions where it~~ is ~~presently~~highly ~~prohibited~~regulated, ~~prohibiting~~and orwe ~~limiting~~must ~~the~~adhere ~~expansion~~to ofvarious ~~gaming~~regulations ~~where~~and itmaintain isapplicable ~~currently~~licenses ~~permitted~~to orcontinue ~~causing~~our ~~the repeal of legalized gaming in any jurisdiction~~operations. ~~Any~~Failure ~~successful effort~~ to ~~curtail~~abide ~~the~~by ~~expansion~~regulations ~~of,~~ or ~~limit~~maintain orapplicable ~~prohibit,~~licenses ~~legalized gaming~~ could ~~have~~be andisruptive ~~adverse~~to ~~effect~~our onbusiness ~~the results of operations, cash flows~~ and ~~financial~~could ~~condition~~adversely ofaffect ~~the~~our ~~Company~~operations.

48The ~~Table~~Company and its products are, and will be, subject to extensive regulation under federal, state, local and foreign laws, rules and regulations of ~~Contents~~the jurisdictions in which they do business and their products are used. Such entities currently block direct access to wagering on websites from jurisdictions in which they do not have a license to operate through IP address filtering. Individuals are required to enter their age upon gaining access to their platforms and any misrepresentation of such users age will result in the forfeiting of his or her deposit and any withdrawals from such users account requires proof of government issued identification. In addition, their payment service providers use their own identity and internet service provider (ISP) verification software. Despite all such measures, it is conceivable that a user, underage, or otherwise could devise a way to evade their blocking measures and access their website from the United States or any other foreign jurisdiction in which the Company is not currently permitted to operate.

InViolations ~~addition,~~of ~~there~~laws isin ~~significant~~one ~~opposition~~jurisdiction incould ~~some~~result ~~jurisdictions~~in todisciplinary ~~gaming~~action ~~(online~~in orother ~~otherwise)~~jurisdictions. ~~Such~~Licenses, ~~opposition~~approvals ~~could~~or ~~lead~~findings ~~these~~of ~~jurisdictions~~suitability tomay ~~adopt~~be ~~legislation~~revoked, suspended or ~~impose~~conditioned. aIn ~~regulatory~~sum, ~~framework~~the toCompany ~~govern~~may ~~interactive~~not ~~gaming~~be ~~specifically.~~able ~~These~~to ~~could~~obtain ~~result~~or inmaintain aall ~~prohibition~~necessary onregistrations, ~~gaming~~licenses, permits or ~~increase~~approvals. ~~their~~The ~~costs~~licensing toprocess ~~comply~~may ~~with~~result ~~these~~in ~~regulations,~~delays ~~all~~or ofadversely ~~which~~affect ~~could~~our ~~have~~operations anand ~~adverse~~our ~~effect~~ability onto ~~the~~maintain ~~results~~key ~~of operations~~personnel, ~~cash~~and ~~flows~~our ~~and~~efforts ~~financial~~to ~~condition~~comply ofwith ~~the~~any ~~Company~~new licensing regulations will increase our costs.

~~Climate~~We ~~change,~~may ~~climate~~be ~~change~~unable ~~regulations~~to ~~and~~obtain ~~greenhouse~~licenses ~~gas~~in ~~effects~~new ~~may~~jurisdictions ~~adversely~~where ~~impact~~we or our ~~operations~~customers operate.

~~There~~We ~~is a growing political and scientific consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that~~ are ~~affecting and are expected to continue affecting the global climate. We may become~~ subject to ~~legislation and~~ regulation ~~regarding~~in ~~climate change, and compliance with~~ any ~~new~~jurisdiction ~~rules~~where ~~could~~our becustomers ~~difficult~~access ~~and~~our ~~costly~~website. ~~Concerned~~To ~~parties,~~expand ~~such~~into asany ~~legislators~~such ~~and regulators~~jurisdiction, ~~stockholders~~we ~~and~~may ~~nongovernmental~~need ~~organizations,~~to asbe ~~well as companies in many business sectors~~licensed, ~~are~~or ~~considering~~obtain ~~ways~~approvals toof ~~reduce~~our ~~GHG~~products ~~emissions~~or services. ~~Many~~If ~~states~~we ~~and~~do ~~countries~~not ~~have~~receive ~~announced~~ or ~~adopted~~receive ~~programs~~a torevocation ~~stabilize~~of ~~and~~a ~~reduce~~license ~~GHG emissions and~~ in ~~the~~a ~~past~~particular ~~federal~~jurisdiction ~~legislation~~for ~~has~~our ~~been proposed in Congress. If such legislation is enacted~~products, we ~~could~~would ~~incur~~not ~~increased~~be ~~energy,~~able ~~environmental and other costs and capital expenditures~~ to ~~comply~~offer ~~with~~our ~~the~~products ~~limitations.~~or ~~Unless~~sell ~~and until legislation is enacted and its terms are known, we cannot reasonably~~ or ~~reliably~~place ~~estimate its impact on~~ our ~~financial~~products ~~condition,~~in ~~operating~~that ~~performance, or ability to compete~~jurisdiction. ~~Climate~~Any ~~change~~such outcome could ~~have~~materially aand ~~material~~adversely ~~adverse~~affect ~~effect on~~ our ~~financial condition,~~ results of operations and ~~cash~~any ~~flow~~growth plans for our business.

~~The~~Privacy ~~gaming~~concerns ~~industry~~could isresult ~~highly~~in ~~regulated,~~regulatory changes and weimpose ~~must~~additional ~~adhere~~costs ~~to various regulations~~ and ~~maintain~~liabilities ~~applicable~~on ~~licenses~~the toCompany, ~~continue~~limit ~~our~~its ~~operations.~~use ~~Failure~~of toinformation, ~~abide by regulations or maintain applicable licenses could be disruptive to our business~~ and ~~could~~ adversely affect ~~our~~its ~~operations~~business.

~~The~~Personal ~~Company~~privacy ~~and~~has ~~its~~become ~~products~~a ~~are,~~significant ~~and~~issue ~~will~~in beCanada, ~~subject~~the toUnited ~~extensive regulation under federal~~States, ~~state~~Europe, ~~local~~ and ~~foreign~~many ~~laws,~~other ~~rules~~countries ~~and regulations of the jurisdictions~~ in which ~~they~~we docurrently ~~business~~operate and ~~their~~may ~~products~~operate ~~are~~in ~~used~~the future. ~~Such~~Many ~~entities~~federal, ~~currently~~state, ~~block~~and ~~direct~~foreign ~~access~~legislatures toand ~~wagering~~government onagencies ~~websites~~have ~~from~~imposed ~~jurisdictions~~or inare ~~which~~considering ~~they~~imposing dorestrictions ~~not~~and ~~have~~requirements aabout ~~license~~the tocollection, ~~operate~~use, ~~through~~and IPdisclosure ~~address~~of ~~filtering.~~personal ~~Individuals~~information ~~are~~obtained ~~required~~from individuals. Changes to ~~enter~~laws ~~their~~or ~~age~~regulations ~~upon~~affecting ~~gaining~~privacy ~~access~~could toimpose ~~their~~additional ~~platforms~~costs and ~~any~~liability ~~misrepresentation~~on ofus ~~such~~and ~~users~~could ~~age~~limit ~~will~~our ~~result~~use inof ~~the~~such ~~forfeiting~~information ofto ~~his~~add orvalue ~~her~~for ~~deposit~~customers. ~~and~~If ~~any~~we ~~withdrawals~~were ~~from~~required ~~such~~to ~~users~~change ~~account~~our ~~requires~~business ~~proof~~activities ofor ~~government~~revise ~~issued~~or ~~identification.~~eliminate ~~In addition~~services, ~~their~~or ~~payment~~to ~~service~~implement ~~providers~~burdensome ~~use~~compliance ~~their~~measures, ~~own~~our ~~identity~~business and ~~internet~~results ~~service~~of ~~provider~~operations ~~(ISP) verification~~could ~~software~~be harmed. ~~Despite~~In ~~all such measures~~addition, itwe ismay ~~conceivable~~be ~~that~~subject ato ~~user~~fines, ~~underage~~penalties, orand ~~otherwise~~potential ~~could~~litigation ~~devise~~if awe ~~way~~fail to ~~evade~~comply ~~their~~with ~~blocking~~applicable ~~measures~~privacy ~~and~~regulations, ~~access their website from the United States or~~ any ~~other~~of ~~foreign~~which ~~jurisdiction~~could inadversely ~~which~~affect ~~the~~our ~~Company~~business, isliquidity, ~~not~~and ~~currently~~results ~~permitted~~of ~~to operate~~operation.

~~Violations~~44 ofTable ~~laws in one jurisdiction could result in disciplinary action in other jurisdictions. Licenses, approvals or findings~~ of suitability may be revoked, suspended or conditioned. In sum, the Company may not be able to obtain or maintain all necessary registrations, licenses, permits or approvals. The licensing process may result in delays or adversely affect our operations and our ability to maintain key personnel, and our efforts to comply with any new licensing regulations will increase our costs.Contents

WeRisks ~~may~~Related ~~be unable~~ to ~~obtain~~Intellectual ~~licenses~~Property inand ~~new jurisdictions where we or our customers operate.~~Technology

WeIf ~~are subject to regulation in any jurisdiction where our customers access our website. To expand into any such jurisdiction,~~ we ~~may~~are ~~need~~unable to beprotect ~~licensed, or obtain approvals of~~ our ~~products~~proprietary orinformation ~~services. If we do not receive~~ or ~~receive~~other aintellectual ~~revocation of a license in a particular jurisdiction for our products~~property, ~~we would not be able to offer~~ our ~~products~~business ~~or sell or place our products in that jurisdiction. Any such outcome~~ could ~~materially~~be ~~and~~ adversely ~~affect our results of operations and any growth plans for our business~~affected.

~~Privacy~~We ~~concerns~~rely ~~could~~to ~~result~~a insignificant ~~regulatory~~degree ~~changes~~on trade secret laws to protect our proprietary information and ~~impose~~technology. ~~additional~~Breaches ~~costs~~of the security of our data center systems and ~~liabilities~~infrastructure onor other IT resources could result in the ~~Company~~exposure of our proprietary information. Additionally, ~~limit~~our ~~its~~trade secrets may be independently developed by competitors. The steps we have taken to protect our trade secrets and proprietary information may not prevent unauthorized use or reverse engineering of our trade secrets or proprietary information. Additionally, to the extent that we have not registered the copyrights in any of our copyrightable works, we will need to register the copyrights before we can file an infringement suit in the United States (or another jurisdiction), and ~~adversely~~our ~~affect~~remedies ~~its~~in ~~business~~any such infringement suit may be limited.

~~Personal~~Effective ~~privacy~~protection ~~has~~of ~~become~~our aintellectual ~~significant~~property ~~issue~~rights inmay ~~Canada,~~require ~~the~~additional ~~United~~filings ~~States, Europe,~~ and ~~many~~applications ~~other countries~~ in ~~which~~the wefuture. ~~currently~~However, ~~operate~~pending and ~~may~~future ~~operate~~applications inmay ~~the~~not ~~future.~~be ~~Many federal~~approved, ~~state,~~ and ~~foreign~~any ~~legislatures~~of ~~and~~our ~~government~~existing ~~agencies~~or ~~have~~future ~~imposed~~patents, trademarks or ~~are~~other ~~considering~~intellectual ~~imposing~~property ~~restrictions~~rights ~~and~~may ~~requirements~~not ~~about~~provide ~~the~~sufficient ~~collection,~~protection ~~use,~~for ~~and~~our ~~disclosure~~business ofas ~~personal~~currently ~~information~~conducted ~~obtained~~or ~~from~~may ~~individuals.~~be ~~Changes~~challenged toby ~~laws~~others or ~~regulations~~invalidated ~~affecting~~through ~~privacy~~administrative ~~could~~process ~~impose~~or ~~additional~~litigation. ~~costs~~Additionally, ~~and~~patent ~~liability~~rights onin usthe ~~and~~United ~~could~~States ~~limit~~have ~~our~~switched ~~use~~from ofthe ~~such~~former ~~information~~“first-to-invent” system to ~~add~~a ~~value~~“first-to-file” ~~for~~system, ~~customers.~~which Ifmay wefavor ~~were~~larger ~~required~~competitors tothat ~~change~~have ~~our~~the ~~business~~resources ~~activities~~to orfile ~~revise~~more orpatent ~~eliminate~~applications. ~~services~~Additionally, or to ~~implement~~the ~~burdensome~~extent ~~compliance~~that ~~measures,~~ our ~~business~~employees, ~~and~~contractors ~~results~~or ofother ~~operations~~third ~~could~~parties bewith ~~harmed.~~whom ~~In addition,~~ we ~~may~~do bebusiness ~~subject~~use tointellectual ~~fines,~~property ~~penalties,~~owned ~~and~~by ~~potential~~others ~~litigation~~in iftheir wework ~~fail~~for ~~to comply with applicable privacy regulations~~us, ~~any~~disputes ofmay ~~which~~arise ~~could~~as ~~adversely~~to ~~affect~~the ~~our~~rights ~~business,~~to ~~liquidity,~~such ~~and~~intellectual ~~results of operation~~property.

49Further, ~~Table~~the laws of ~~Contents~~certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third-party copying, infringement or use, which could adversely affect our competitive position.

~~Risks~~To ~~Related~~protect or enforce our intellectual property rights, we may initiate litigation against third parties. Any lawsuits that we initiate could be expensive, take significant time and divert management’s attention from other business concerns. Additionally, we may unintentionally provoke third parties to ~~Intellectual~~assert ~~Property~~claims against us. These claims could invalidate or narrow the scope of our intellectual property. We may not prevail in any lawsuits that we may initiate, and ~~Technology~~the damages or other remedies awarded, if any, may not be commercially valuable. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property. The occurrence of any of these events may adversely affect our business, financial condition and results of operations.

IfOur weintellectual ~~are~~property ~~unable~~may tobe ~~protect~~insufficient ~~our~~to ~~proprietary~~properly ~~information~~safeguard ~~or other intellectual property,~~ our ~~business~~technology ~~could~~and ~~be adversely affected~~brands.

We ~~rely~~may toapply afor ~~significant~~patent ~~degree~~protection onin ~~trade~~the ~~secret~~United ~~laws~~States, Canada, Asia Pacific, Europe, Mexico and other countries relating to ~~protect~~certain ~~our~~existing ~~proprietary~~and ~~information~~proposed processes, designs and ~~technology~~methods and other product innovations. ~~Breaches~~Patent applications can, however, take many years to issue and we can provide no assurance that any of ~~the~~these ~~security~~patents will be issued at all. If we are denied any or all of these patents, we may not be able to successfully prevent our ~~data~~competitors ~~center~~from ~~systems~~imitating ~~and~~our ~~infrastructure~~solutions or ~~other~~using ITsome ~~resources~~or ~~could~~all ~~result~~of inthe processes that are the ~~exposure~~subject of ~~our~~such ~~proprietary~~patent ~~information~~applications. ~~Additionally,~~Such ~~our~~limitation ~~trade~~may ~~secrets~~lead ~~may~~to beincreased ~~independently~~competition ~~developed~~within bythe ~~competitors~~finite market for our solutions. ~~The~~Even ~~steps~~if wepatents ~~have~~are ~~taken~~issued to ~~protect~~us, our ~~trade~~intellectual ~~secrets~~property ~~and~~rights ~~proprietary information~~ may not ~~prevent~~be ~~unauthorized~~sufficiently ~~use~~comprehensive orto ~~reverse~~prevent ~~engineering~~our ofcompetitors ~~our~~from ~~trade~~developing ~~secrets~~similar orcompetitive ~~proprietary~~products ~~information~~and technologies. ~~Additionally,~~Our success may also depend on our ability to obtain trademark protection for the ~~extent~~names ~~that~~or symbols under which we ~~have~~market ~~not~~our ~~registered~~products ~~the~~and ~~copyrights~~to inobtain ~~any~~copyright protection and patent protection of our ~~copyrightable~~proprietary ~~works~~technologies, weintellectual ~~will~~property, ~~need~~and toother ~~register~~game innovations and if the ~~copyrights~~granted ~~before~~patents weare ~~can~~challenged, ~~file~~protection anmay ~~infringement~~be ~~suit~~lost. We may not be able to build and maintain goodwill in ~~the~~our ~~United~~trademarks ~~States~~or (obtain trademark or ~~another~~patent ~~jurisdiction)~~protection, and ~~our~~there ~~remedies~~can inbe no assurance that any ~~such~~trademark, ~~infringement~~copyright ~~suit~~or ~~may~~issued patent will provide competitive advantages for us or that our intellectual property will not be ~~limited~~successfully challenged or circumvented by competitors.

~~Effective~~45 ~~protection~~Table of our intellectual property rights may require additional filings and applications in the future. However, pending and future applications may not be approved, and any of our existing or future patents, trademarks or other intellectual property rights may not provide sufficient protection for our business as currently conducted or may be challenged by others or invalidated through administrative process or litigation. Additionally, patent rights in the United States have switched from the former “first-to-invent” system to a “first-to-file” system, which may favor larger competitors that have the resources to file more patent applications. Additionally, to the extent that our employees, contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights to such intellectual property.Contents

~~Further,~~We ~~the~~will ~~laws~~also ofrely ~~certain~~on ~~countries~~trade dosecrets, ~~not~~ideas, ~~protect~~and proprietary ~~rights~~know-how. Although we generally require our employees and independent contractors to ~~the~~enter ~~same~~into ~~extent~~confidentiality asand ~~the~~intellectual ~~laws~~property ofassignment agreements, we cannot be assured that the ~~United~~obligations ~~States~~therein will be maintained and, ~~therefore,~~honored. inIf ~~certain~~these ~~jurisdictions~~agreements are breached, weit ~~may~~is unlikely that the remedies available to us will be ~~unable~~sufficient to ~~protect~~compensate us for the damages suffered. In spite of confidentiality agreements and other methods of protecting trade secrets, our proprietary ~~technology~~information could become known to or independently developed by competitors. If we fail to adequately ~~against~~protect ~~unauthorized~~our ~~third-party~~intellectual ~~copying,~~property ~~infringement~~and orconfidential ~~use~~information, ~~which~~our ~~could~~business ~~adversely~~may ~~affect~~be harmed, and our ~~competitive~~liquidity ~~position~~and results of operations may be materially adversely impacted.

ToWe ~~protect or enforce our intellectual property rights, we~~ may ~~initiate litigation against third parties. Any lawsuits that we initiate could~~ be ~~expensive,~~subject ~~take significant time and divert management’s attention from other business concerns. Additionally, we may unintentionally provoke third parties~~ to ~~assert~~ claims ~~against us. These claims could invalidate or narrow the scope~~ of ~~our~~ intellectual property. Weinfringement ~~may~~or ~~not~~invalidity ~~prevail in any lawsuits that we may initiate,~~ and ~~the~~adverse ~~damages~~outcomes or other remedies awarded, if any, may not be commercially valuable. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property. The occurrence of ~~any~~litigation ofcould ~~these~~unfavorably ~~events may adversely~~ affect our ~~business,~~operating ~~financial condition and~~ results ~~of operations~~.

~~Our~~Monitoring infringement and misappropriation of intellectual property can be difficult and expensive, and we may not be ~~insufficient~~able to ~~properly~~detect ~~safeguard~~infringement or misappropriation of our ~~technology~~proprietary rights. Although we intend to aggressively pursue anyone who is reasonably believed to be infringing upon our intellectual property rights and ~~brands~~who poses a significant commercial risk to the business, to protect and enforce our intellectual property rights, initiating and maintaining suits against such third parties will require substantial financial resources. We may not have the financial resources to bring such suits, and, if we do bring such suits, we may not prevail. Regardless of our success in any such actions, the expenses and management distraction involved may have a material adverse effect on our financial position.

WeA ~~may~~significant ~~apply~~portion for patent protection in the United States, Canada, Asia Pacific, Europe, Mexico and other countries relating to certain existing and proposed processes, designs and methods and other product innovations. Patent applications can, however, take many years to issue and we can provide no assurance that any of ~~these~~our ~~patents~~revenues ~~will be issued at all. If we are denied any or all of these patents, we~~ may ~~not~~ be ~~able~~generated ~~to successfully prevent our competitors~~ from ~~imitating~~products ~~our solutions or~~ using ~~some~~certain or all of the processes that are the subject of such patent applications. Such limitation may lead to increased competition within the finite market for our solutions. Even if patents are issued to us, our intellectual property rights, ~~may not be sufficiently comprehensive to prevent our competitors from developing similar competitive products~~ and ~~technologies. Our success may also depend on~~ our ~~ability~~operating toresults ~~obtain~~would ~~trademark~~be ~~protection~~negatively ~~for~~impacted ~~the~~if ~~names or symbols under which~~ we ~~market~~were ~~our~~unsuccessful ~~products~~in ~~and~~licensing tocertain ~~obtain copyright protection and patent protection~~ of ~~our~~those ~~proprietary~~rights ~~technologies, intellectual property,~~ and ~~other game innovations and if the granted patents are challenged, protection may be lost. We may not be able to build and maintain goodwill in our trademarks~~ /or ~~obtain~~protecting ~~trademark~~those orrights ~~patent~~from ~~protection~~infringement, ~~and~~including ~~there~~losses ~~can~~of beproprietary noinformation ~~assurance~~from ~~that~~breaches ~~any~~of ~~trademark, copyright or issued patent will provide competitive advantages for us or that~~ our ~~intellectual~~cyber ~~property~~security ~~will not be successfully challenged or circumvented by competitors~~efforts.

WeFurther, ~~will~~our ~~also~~competitors ~~rely~~have onbeen ~~trade~~granted ~~secrets,~~patents ~~ideas,~~protecting various gaming products and ~~proprietary~~solutions ~~know-how.~~features, ~~Although~~including wesystems, ~~generally~~methods, ~~require~~and designs. If our ~~employees~~products and ~~independent~~solutions ~~contractors~~employ tothese ~~enter~~processes, ~~into~~or ~~confidentiality~~other ~~and~~subject ~~intellectual~~matter ~~property~~that ~~assignment~~is ~~agreements~~claimed under our competitors’ patents, weor ~~cannot~~if beother ~~assured~~companies obtain patents claiming subject matter that ~~the~~we ~~obligations~~use, ~~therein~~those ~~will~~companies bemay ~~maintained~~bring ~~and~~infringement ~~honored~~actions against us. IfThe ~~these~~question ~~agreements~~of ~~are~~whether ~~breached~~a product infringes a patent involves complex legal and factual issues, itthe determination of which is ~~unlikely~~often ~~that~~uncertain. ~~the~~In ~~remedies~~addition, ~~available~~because patent applications can take many years to usissue, ~~will~~there may be ~~sufficient~~applications tonow ~~compensate~~pending usof ~~for~~which ~~the~~we ~~damages~~are ~~suffered.~~unaware, Inwhich ~~spite~~might oflater ~~confidentiality~~result ~~agreements~~in issued patents that our products and ~~other~~solutions ~~methods~~may ofinfringe. ~~protecting~~There ~~trade~~can ~~secrets,~~be no assurance that our ~~proprietary~~products, ~~information~~including ~~could~~those ~~become~~with ~~known~~currently pending patent applications, will not be determined to orhave ~~independently~~infringed ~~developed~~upon byan ~~competitors~~existing third-party patent. If any of our products and solutions infringe upon a valid patent, we ~~fail~~may be required to ~~adequately~~discontinue ~~protect~~offering ~~our~~certain products or systems, pay damages, purchase a license to use the intellectual property ~~and~~in ~~confidential~~question ~~information~~from its owner, ~~our~~or ~~business~~redesign the product in question to avoid infringement. A license may not be ~~harmed~~available or may require us to pay substantial royalties, ~~and~~which ~~our~~could ~~liquidity~~in ~~and~~turn ~~results~~force ofus ~~operations~~to attempt to redesign the infringing product or to develop alternative technologies at a considerable expense. Additionally, we may not be ~~materially~~successful ~~adversely~~in ~~impacted~~any attempt to redesign the infringing product or to develop alternative technologies, which could force us to withdraw our product or services from the market.

50We ~~Table~~may also infringe on other intellectual property rights belonging to third parties, such as trademarks, copyrights, and confidential information. As with patent litigation, the infringement of ~~Contents~~trademarks, copyrights and confidential information involves complex legal and factual issues and our products, branding or associated marketing materials may be found to have infringed on existing third-party rights. When any third-party infringement occurs, we may be required to stop using the infringing intellectual property rights, pay damages and, if we wish to keep using the third-party intellectual property, purchase a license or otherwise redesign the product, branding or associated marketing materials to avoid further infringement. Such a license may not be available or may require us to pay substantial royalties.

WeIt ~~may~~is bealso ~~subject~~possible tothat ~~claims~~the validity of any of our intellectual property ~~infringement~~rights might be challenged either in standalone proceedings or as part of infringement claims in the future. There can be no assurance that our intellectual property rights will withstand an invalidity claim and, ~~adverse~~if ~~outcomes~~declared ofinvalid, ~~litigation~~the ~~could~~protection ~~unfavorably~~afforded ~~affect~~to ~~our~~the ~~operating~~product, ~~results~~branding or marketing material will be lost.

~~Monitoring~~46 ~~infringement~~Table ~~and misappropriation~~ of intellectual property can be difficult and expensive, and we may not be able to detect infringement or misappropriation of our proprietary rights. Although we intend to aggressively pursue anyone who is reasonably believed to be infringing upon our intellectual property rights and who poses a significant commercial risk to the business, to protect and enforce our intellectual property rights, initiating and maintaining suits against such third parties will require substantial financial resources. We may not have the financial resources to bring such suits, and, if we do bring such suits, we may not prevail. Regardless of our success in any such actions, the expenses and management distraction involved may have a material adverse effect on our financial position.Contents

AMoreover, ~~significant~~the ~~portion~~future interpretation of intellectual property law regarding the validity of intellectual property by governmental agencies or courts in the United States, Asia Pacific, Europe, Mexico, or other jurisdictions in which we have rights could negatively affect the validity or enforceability of our ~~revenues~~current ~~may~~or befuture ~~generated~~intellectual property. This could have multiple negative impacts including, without limitation, the marketability of, or anticipated revenue from, certain of our products. ~~using~~Additionally, ~~certain~~due ~~intellectual~~to ~~property~~the ~~rights~~differences in foreign patent, trademark, copyright, and other laws concerning proprietary rights, our ~~operating~~intellectual ~~results~~property ~~would~~may benot ~~negatively~~receive ~~impacted~~the ifsame wedegree ~~were~~of ~~unsuccessful~~protection in ~~licensing~~foreign ~~certain~~countries ofas ~~those~~it ~~rights~~would ~~and/~~in the United States, Asia Pacific, Europe or ~~protecting~~Mexico. ~~those~~Our ~~rights~~failure ~~from~~to ~~infringement~~possess, ~~including~~obtain ~~losses~~or maintain adequate protection of ~~proprietary~~our ~~information~~intellectual ~~from~~property ~~breaches~~rights offor any reason in these jurisdictions could have a material adverse effect on our ~~cyber~~business, ~~security~~results ~~efforts~~of operations and financial condition.

~~Further~~Furthermore, ~~our~~infringement ~~competitors have been granted patents protecting various gaming products~~ and ~~solutions~~other ~~features,~~intellectual ~~including~~property ~~systems~~claims, ~~methods,~~with ~~and designs. If our products and solutions employ these processes,~~ or ~~other~~without ~~subject matter that is claimed under our competitors’ patents~~merit, orcan ifbe ~~other~~expensive ~~companies obtain patents claiming subject matter that we use, those companies may bring infringement actions against us. The question of whether a product infringes a patent involves complex legal~~ and ~~factual~~time-consuming ~~issues, the determination of which is often uncertain. In addition, because patent applications can take many years~~ to ~~issue~~litigate, ~~there~~and ~~may be applications now pending of which~~ we ~~are unaware, which might later result in issued patents that our products and solutions~~ may ~~infringe. There can be no assurance that our products, including those with currently pending patent applications, will~~ not ~~be determined to~~ have ~~infringed~~the ~~upon~~financial ~~an existing third-party patent. If any of our products~~ and ~~solutions~~human ~~infringes~~resources ~~a valid patent, we may be required~~ to ~~discontinue~~defend ~~offering~~ourself ~~certain~~against ~~products~~any ~~or systems, pay damages, purchase a license to use the intellectual property in question from its owner, or redesign the product in question to avoid~~ infringement. Asuits ~~license~~that may ~~not~~ be ~~available~~brought oragainst ~~may require~~ us ~~to pay substantial royalties, which could in turn force us to attempt to redesign the infringing product or to develop alternative technologies at a considerable expense~~. ~~Additionally,~~Litigation wecan ~~may~~also ~~not~~distract bemanagement ~~successful~~from ~~in any attempt~~ day-to-day ~~redesign~~operations ~~the~~of ~~infringing product or to develop alternative technologies, which could force us to withdraw our product or services from~~ the ~~market~~business.

WeIn ~~may~~addition, ~~also~~our ~~infringe~~business is dependent in part on ~~other~~the intellectual property ~~rights~~of ~~belonging to~~ third parties,. ~~such~~Our assuccess ~~trademarks,~~may ~~copyrights,~~depend ~~and~~upon ~~confidential~~our ~~information.~~ability Asto ~~with~~obtain ~~patent~~licenses ~~litigation,~~to ~~the~~use ~~infringement~~new ofand ~~trademarks,~~existing ~~copyrights~~intellectual property and ~~confidential~~our ~~information~~ability ~~involves~~to ~~complex~~retain ~~legal~~or ~~and~~expand ~~factual~~existing ~~issues~~licenses ~~and~~for ~~our~~certain products,. ~~branding~~If orwe ~~associated~~are ~~marketing~~unable ~~materials~~to ~~may~~obtain benew ~~found~~licenses toor ~~have~~renew ~~infringed~~or onexpand existing ~~third-party rights. When any third-party infringement occurs~~licenses, we may be required to ~~stop~~discontinue ~~using~~or ~~the~~limit ~~infringing~~our ~~intellectual~~use ~~property~~of ~~rights,~~such ~~pay~~products ~~damages~~that ~~and,~~use ifthe welicensed ~~wish~~marks toand ~~keep~~our ~~using~~financial ~~the third-party intellectual property~~condition, ~~purchase~~operating aresults ~~license~~ or ~~otherwise~~prospects ~~redesign the product, branding or associated marketing materials to avoid further infringement. Such a license~~ may ~~not~~ be ~~available or may require us to pay substantial royalties~~harmed.

ItRisks isRelated ~~also~~to ~~possible that the validity of any of~~ our intellectual property rights might be challenged either in standalone proceedings or as part of infringement claims in the future. There can be no assurance that our intellectual property rights will withstand an invalidity claim and, if declared invalid, the protection afforded to the product, branding or marketing material will be lost.Management

~~Moreover,~~We ~~the~~rely ~~future~~on interpretation of intellectual property law regarding the validity of intellectual property by governmental agencies or courts in the United States, Asia Pacific, Europe, Mexico, or other jurisdictions in which we have rights could negatively affect the validity or enforceability of our ~~current~~management or future intellectual property. This could have multiple negative impacts including, without limitation, the marketability of, or anticipated revenue from, certain of our products. Additionally, due to the differences in foreign patent, trademark, copyright, and ~~other~~if ~~laws~~they ~~concerning~~were ~~proprietary rights, our intellectual property may not receive the same degree of protection in foreign countries as it would in the United States, Asia Pacific, Europe or Mexico. Our failure~~ to ~~possess,~~leave ~~obtain or maintain adequate protection of~~ our ~~intellectual~~company ~~property rights for any reason in these jurisdictions could have a material adverse effect on~~ our business, ~~results~~plan ofcould ~~operations~~be ~~and~~adversely ~~financial condition~~affected.

~~Furthermore,~~The ~~infringement~~Company is largely dependent upon the personal efforts and ~~other~~abilities ~~intellectual~~of ~~property~~its ~~claims~~existing management, ~~with~~including orthe ~~without~~MeridianBet ~~merit~~Group’s Chief Executive Officer, ~~can~~Zoran beMilošević, ~~expensive~~who plays an active role in the operations of the MeridianBet Group, the Company’s Interim Chief Executive Officer and ~~time-consuming~~President, toWilliam ~~litigate~~Scott, and wethe ~~may~~Company’s ~~not~~Chief ~~have~~Financial Officer, Richard Christensen, each of whom plays an active role in our operations. Moving forward, should the ~~financial~~services ~~and~~of ~~human~~Mr. ~~resources~~Milošević, toMr. ~~defend~~Scott, ~~ourself~~or ~~against~~Mr. Christensen be lost for any ~~infringement~~reason, ~~suits~~the ~~that~~Company ~~may~~will beincur ~~brought~~costs ~~against~~associated uswith recruiting replacements and any potential delays in operations which this may cause. ~~Litigation~~If ~~can~~we ~~also~~are ~~distract~~unable ~~management~~to ~~from~~replace ~~day-~~such individuals with suitably trained alternative individual(s), we may be forced to~~-day~~ ~~operations~~scale ofback ~~the~~or ~~business~~curtail our operations.

InThe ~~addition,~~Company ~~our~~does ~~business~~not ishave ~~dependent~~any inkey ~~part~~person onlife ~~the~~insurance ~~intellectual~~policies ~~property~~on ofits ~~third~~executive ~~parties~~officers. ~~Our~~If ~~success may depend upon~~ our ~~ability~~executive toofficers ~~obtain~~do ~~licenses~~not todevote ~~use~~sufficient ~~new~~time ~~and~~towards ~~existing intellectual property and~~ our ~~ability to retain or expand existing licenses for certain products. If we are unable to obtain new licenses or renew or expand existing licenses~~business, wethe ~~may~~Company’s beresults ~~required to discontinue or limit our use~~ of ~~such~~operations, ~~products~~cash ~~that~~flow ~~use the licensed marks~~ and ~~our financial condition~~revenues, ~~operating results or prospects~~ may ~~be harmed~~suffer.

51Aleksandar ~~Table~~Milovanović ofexercises ~~Contents~~majority voting control over us, which limits your ability to influence corporate matters and could delay or prevent a change in corporate control.

~~Risks~~Aleksandar ~~Related~~Milovanović, one of the Meridian Sellers, currently controls approximately 65.7% of the voting power of our capital stock, including as a result of his ownership of 850 shares of Series C Preferred Stock which vote 531,250 shares on all shareholder matters. As a result, Mr. Milovanović can influence our management and affairs and control the outcome of matters submitted to our ~~Management~~shareholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

WeMr. ~~rely~~Milovanović onmay have interests, with respect to his common stock, that are different from other holders of our ~~management~~common stock and ifthe ~~they~~concentration ~~were~~of tovoting ~~leave~~power ~~our~~held ~~company~~by ~~our~~Mr. ~~business~~Milovanović ~~plan~~may ~~could~~have bean ~~adversely~~adverse ~~affected~~effect on the price of our common stock.

~~The~~In ~~Company~~addition, isthis ~~largely~~concentration ~~dependent upon the personal efforts and abilities~~ of ~~its~~ownership ~~existing~~might ~~management,~~adversely ~~including~~affect the ~~MeridianBet~~market ~~Group’s~~price ~~Chief~~of ~~Executive~~our ~~Officer,~~common ~~Zoran~~stock ~~Milošević,~~by: ~~who~~(1) ~~plays~~delaying, andeferring ~~active~~or ~~role~~preventing ina ~~the~~change ~~operations~~ of ~~the~~control ~~MeridianBet~~of ~~Group~~our ~~and the~~ Company’s; ~~Chief~~(2) ~~Executive~~impeding ~~Officer~~a merger, ~~Anthony Brian Goodman~~consolidation, ~~who~~takeover ~~plays~~or another ~~active~~business ~~role~~combination ininvolving our ~~operations. Moving~~Company; ~~forward, should the services of Mr. Milošević~~ or ~~Mr.~~(3) ~~Goodman~~discouraging bea ~~lost~~potential ~~for~~acquirer ~~any~~from ~~reason,~~making ~~the~~a ~~Company~~tender ~~will~~offer ~~incur~~or ~~costs~~otherwise ~~associated~~attempting ~~with~~to ~~recruiting~~obtain ~~replacements~~control ~~and~~of ~~any~~our ~~potential~~Company. ~~delays~~Additionally, inthe ~~operations~~interests ~~which~~of ~~this~~Mr. Milovanović may ~~cause.~~differ Iffrom wethe ~~are~~interests ~~unable~~of tothe ~~replace~~other ~~such~~shareholders ~~individuals~~and ~~with~~thus ~~suitably~~result ~~trained~~in ~~alternative~~corporate ~~individual(s),~~decisions wethat ~~may~~are beadverse ~~forced~~ to ~~scale~~other ~~back or curtail our operations~~shareholders.

~~The~~47 ~~Company~~Table ~~does not have any key person life insurance policies on its executive officers. If our executive officers do not devote sufficient time towards our business, the Company’s results~~ of ~~operations, cash flow and revenues, may suffer.~~Contents

~~Aleksandar~~Any ~~Milovanović~~investor ~~exercises~~who ~~majority~~purchases shares in the Company will be a minority shareholder and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions. Because of Mr. Milovanović’s voting control, ~~over~~investors usmay find it difficult to replace our management if they disagree with the way our business is being operated. Additionally, ~~which~~the interests of Mr. Milovanović may differ from the interests of the other shareholders and thus result in corporate decisions that are adverse to other shareholders. This concentrated control limits ~~your~~or severely restricts other shareholders’ ability to influence corporate matters and ~~could~~Mr. ~~delay~~Milovanović ormay ~~prevent~~take aactions ~~change~~that insome ~~corporate~~of ~~control~~our shareholders do not view as beneficial, each of which could reduce the market price of our securities.

Aleksandar Milovanović, ~~one~~beneficially ofowns ~~the~~greater ~~Meridian~~than ~~Sellers, currently controls approximately 58.2~~50% of ~~the~~our ~~voting~~outstanding ~~power~~shares of ~~our~~common ~~capital~~ stock, ~~including as a result of his ownership of 850 shares of Series C Preferred Stock~~ which ~~vote~~means ~~6,375,000~~that ~~shares~~we onare ~~all~~deemed ~~shareholder matters. As~~ a ~~result,~~“controlled ~~Mr.~~company” ~~Milovanović~~under ~~can~~the ~~influence~~rules ~~our~~of ~~management~~ Nasdaq and ~~affairs~~allows ~~and~~him ~~control~~to ~~the~~exercise ~~outcome~~significant ofvoting ~~matters~~control ~~submitted~~over tous, ~~our~~which limits shareholders’ ~~for~~abilities ~~approval,~~to ~~including~~influence ~~the~~corporate ~~election~~matters ~~of directors~~ and ~~any~~could ~~sale,~~delay ~~merger, consolidation,~~ or ~~sale~~prevent ofa ~~all~~change orin ~~substantially~~corporate ~~all of our assets~~control.

~~Mr.~~Aleksandar Milovanović, ~~may~~currently ~~have~~controls ~~interests,~~approximately ~~with~~70.3% ~~respect~~of tothe ~~his~~voting ~~common~~power of our capital stock. As a result, ~~that~~we are ~~different~~a ~~from~~“controlled ~~other~~company” ~~holders~~under the rules of ~~our~~Nasdaq. ~~common~~Under ~~stock~~these ~~and~~rules, ~~the~~a ~~concentration~~company of which more than 50% of the voting power is held by ~~Mr.~~an ~~Milovanović~~individual, ~~may~~a ~~have~~group anor ~~adverse~~another ~~effect~~company onis ~~the~~a ~~price~~“controlled ofcompany” ~~our~~and ~~common~~can ~~stock.~~elect to be exempt from certain corporate governance requirements, including requirements that:

In· ~~addition,~~a ~~this~~majority ~~concentration~~ of ~~ownership might adversely affect~~ the ~~market~~Board ~~price~~ of ~~our~~Directors ~~common~~consist ~~stock~~of ~~by:~~independent ~~(1)~~directors; ~~delaying,~~· ~~deferring~~the orboard ~~preventing~~maintains a ~~change~~nominations ofcommittee ~~control~~with ofprescribed ~~our~~duties ~~Company;~~and ~~(2) impeding~~ a ~~merger,~~written ~~consolidation, takeover or other business combination involving our Company~~charter; orand ~~(3)~~· ~~discouraging~~the aboard ~~potential~~maintains ~~acquirer from making~~ a ~~tender~~Compensation ~~offer~~Committee orwith ~~otherwise~~prescribed ~~attempting~~duties toand ~~obtain~~a ~~control~~written ofcharter ~~our~~and ~~Company.~~comprised ~~Additionally,~~solely ~~the interests~~ of ~~Mr.~~independent ~~Milovanović may differ from the interests of the other shareholders and thus result in corporate decisions that are adverse to other shareholders~~directors.

~~Any~~As ~~investor who purchases shares in the Company will be~~ a ~~minority~~“controlled ~~shareholder~~company,” ~~and~~we asmay ~~such~~elect ~~will have little~~ to norely ~~say~~on insome ~~the~~or ~~direction~~all of ~~the~~these ~~Company and the election of directors. Additionally~~exemptions, italthough ~~will~~we bedo ~~difficult~~not ~~for~~currently ~~investors~~intend to ~~remove~~take ~~our~~advantage ~~current directors, which will mean they will remain in control~~ of ~~who~~any ~~serves as officers~~ of ~~the~~these ~~Company~~exemptions. asAccordingly, ~~well~~should ~~as whether any changes are made in~~ the ~~Board~~interests of ~~Directors~~Mr. AsMilovanović adiffer ~~potential~~from ~~investor~~those inof ~~the~~other ~~Company~~stockholders, ~~you~~and/or ~~should~~we ~~keep~~choose into ~~mind~~take ~~that~~advantage ~~even if you own shares~~ of the ~~Company’s~~“controlled ~~common~~company” ~~stock~~exemptions, ~~and~~other ~~wish~~stockholders tomay ~~vote~~not ~~them~~have atthe ~~annual~~same orprotections ~~special~~afforded ~~shareholder~~to ~~meetings,~~stockholders ~~your~~of ~~shares~~companies ~~will~~that ~~likely~~are ~~have~~subject ~~little~~to ~~effect~~all onof the ~~outcome~~Nasdaq of corporate ~~decisions~~governance standards. ~~Because~~Even ofif ~~Mr.~~we ~~Milovanović’s~~do ~~voting~~not ~~control,~~avail ~~investors~~ourselves ~~may~~of ~~find~~these itexemptions ~~difficult~~in tothe ~~replace~~future, our ~~management~~status ifas ~~they~~a ~~disagree~~controlled ~~with~~company ~~the~~could ~~way~~make our ~~business~~common isstock ~~being~~less ~~operated.~~attractive ~~Additionally,~~to ~~the~~some ~~interests~~investors ofor ~~Mr.~~otherwise ~~Milovanović~~harm ~~may~~our ~~differ~~stock ~~from~~price. ~~the~~If ~~interests~~we ofchoose ~~the~~to ~~other~~take ~~shareholders~~advantage ~~and~~of ~~thus~~the ~~result~~exemptions inunder ~~corporate~~the ~~decisions~~rules ~~that~~of ~~are~~Nasdaq ~~adverse~~relating to ~~other~~“controlled ~~shareholders.~~companies” ~~This~~in ~~concentrated~~the ~~control~~future, ~~limits~~you orwill ~~severely~~not ~~restricts~~have ~~other~~the ~~shareholders’~~same ~~ability~~protections afforded to ~~influence~~stockholders ~~corporate~~of ~~matters~~companies ~~and Mr. Milovanović may take actions~~ that ~~some~~are ofsubject ~~our~~to ~~shareholders~~all ~~do not view as beneficial, each~~ of ~~which could reduce~~ the ~~market~~corporate ~~price~~governance requirements of ~~our securities~~Nasdaq.

52Additionally, ~~Table~~a required term and condition of ~~Contents~~the closing of the MeridianBet Group acquisition (the “Closing”) was that the Company and each of the Meridian Sellers enter into a Nominating and Voting Agreement, which provides among other things, that each Seller will vote their voting shares “For” appointment of those director nominees, nominated to the Board by the independent Nominating and Corporate Governance Committee which is composed of two members and not vote their shares to remove any directors nominated by the committee, subject to certain exceptions. The Voting Agreement expires pursuant to its terms on April 9, 2026.

~~Aleksandar~~Another ~~Milovanović~~required ~~beneficially~~term ~~owns~~and ~~greater~~condition ~~than~~of ~~50%~~the ofClosing ~~our~~was ~~outstanding~~that ~~shares~~the ofCompany ~~common~~and ~~stock~~Mr. Milošević enter into a Day-to-Day Management Agreement, which ~~means~~prohibits ~~that~~the weCompany ~~are~~or ~~deemed~~its aexecutives ~~“controlled~~from ~~company”~~materially ~~under~~interfering in the ~~rules~~operation of ~~Nasdaq and~~the ~~allows~~business ~~him~~of, and day-to-day ~~exercise~~operations ~~significant~~of, ~~voting~~MeridianBet ~~control~~Group ~~over~~by usits current leadership (i.e., ~~which~~Mr. ~~limits~~Milošević, ~~shareholders’~~as ~~abilities~~Chief toExecutive ~~influence~~Officer), ~~corporate~~while ~~matters~~the ~~and~~Voting ~~could~~Agreement ~~delay~~is orin ~~prevent~~place. aThe ~~change~~Day-to-Day inManagement ~~corporate~~Agreement ~~control~~expires pursuant to its terms on April 9, 2026.

~~Aleksandar~~48 ~~Milovanović,~~Table ~~currently controls approximately 58.2%~~ of the voting power of our capital stock. As a result, we are a “controlled company” under the rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and can elect to be exempt from certain corporate governance requirements, including requirements that: Contents

•Consequently, aCompany ~~majority~~stockholders ofhave ~~the~~less ~~Board~~influence ofover ~~Directors consist of independent directors; •~~ the ~~board~~management ~~maintains a nominations committee with prescribed duties~~ and apolicies ~~written~~of ~~charter; and •~~ the ~~board~~Company ~~maintains a Compensation Committee with prescribed duties~~ and athe ~~written~~Meridian ~~charter~~Sellers ~~and~~are ~~comprised~~effectively ~~solely~~in control of ~~independent~~the ~~directors~~Company.

As a ~~“controlled~~result ~~company,”~~of wehis ~~may~~significant ~~elect~~ownership toin ~~rely~~the onCompany, ~~some~~Mr. orMilošević ~~all~~has ofsignificant ~~these~~influence ~~exemptions,~~on ~~although~~the weshareholder dovote. ~~not~~Consequently, ~~currently~~he ~~intend~~has the ability to ~~take~~influence ~~advantage~~matters ofaffecting ~~any~~our ofshareholders ~~these~~and ~~exemptions.~~therefore ~~Accordingly,~~exercise ~~should~~control in determining the ~~interests~~outcome of ~~Mr.~~a ~~Milovanović~~number ~~differ~~of ~~from~~corporate ~~those~~transactions ofor other ~~stockholders~~matters, ~~and/or~~including we(i) ~~choose~~making amendments to ~~take~~our ~~advantage~~certificate of ~~the~~incorporation; ~~“controlled~~(ii) ~~company”~~whether ~~exemptions,~~to ~~other~~issue ~~stockholders~~additional ~~may~~shares ~~not~~of ~~have~~common ~~the~~stock ~~same~~and ~~protections~~preferred ~~afforded~~stock, including to ~~stockholders~~himself; of(iii) ~~companies~~employment ~~that~~decisions, ~~are~~including ~~subject~~compensation arrangements; (iv) whether to ~~all~~enter into material transactions with related parties; (v) election of ~~the~~directors; ~~Nasdaq~~and (vi) any merger or significant corporate ~~governance~~transactions, ~~standards.~~including ~~Even~~with ifhimself weor doother ~~not~~related ~~avail~~parties. ~~ourselves~~As ofa ~~these~~potential ~~exemptions~~investor in the ~~future~~Company, ~~our~~you ~~status~~should askeep ain ~~controlled~~mind ~~company~~that ~~could~~even ~~make~~if you own shares of our common stock ~~less~~and ~~attractive~~wish to ~~some~~vote ~~investors~~them at annual or ~~otherwise~~special ~~harm~~shareholder ~~our~~meetings, ~~stock~~your ~~price.~~shares Ifwill wehave ~~choose~~little toeffect ~~take~~on ~~advantage~~the outcome of ~~the~~corporate ~~exemptions~~decisions. ~~under~~Because ~~the~~Mr. ~~rules~~Milošević ofwill ~~Nasdaq~~significantly ~~relating~~influence tothe ~~“controlled~~vote ~~companies”~~on inall ~~the~~shareholder ~~future~~matters, ~~you~~investors ~~will~~may ~~not~~find ~~have~~it difficult to replace our management if they disagree with the ~~same~~way ~~protections~~our ~~afforded~~business tois ~~stockholders~~being operated. The interests of ~~companies~~Mr. ~~that~~Milošević ~~are~~may ~~subject~~not tocoincide ~~all~~with ofour ~~the~~interests ~~corporate~~or ~~governance~~the ~~requirements~~interests of ~~Nasdaq~~other shareholders.

~~Additionally~~In addition, athis ~~required~~concentration ~~term~~of ~~and~~ownership ~~condition~~might ofadversely affect the ~~closing~~market price of ~~the~~our ~~MeridianBet~~common ~~Group~~stock ~~acquisition~~by: (~~the “Closing”~~1) ~~was~~delaying, ~~that~~deferring ~~the~~or ~~Company~~preventing ~~and~~a ~~each~~change of ~~the~~control ~~Meridian~~of ~~Sellers~~our ~~enter~~Company; ~~into~~(2) impeding a ~~Nominating~~merger, ~~and Voting Agreement~~consolidation, ~~which~~takeover ~~provides~~or ~~among~~ other ~~things,~~business ~~that~~combination ~~each~~involving ~~Seller~~our ~~will~~Company; ~~vote~~or ~~their~~(3) ~~voting~~discouraging ~~shares~~a ~~“For”~~potential ~~appointment~~acquirer offrom ~~those~~making ~~director~~a ~~nominees,~~tender ~~nominated~~offer toor ~~the~~otherwise ~~Board~~attempting byto ~~the~~obtain ~~independent~~control ~~Nominating and Corporate Governance Committee which is composed~~ of ~~two~~our ~~members and not vote their shares to remove any directors nominated by the committee, subject to certain exceptions~~Company.

~~Another~~The ~~required~~employment ~~term~~agreements ~~and condition~~ of ~~the Closing was that the Company and Mr~~Ms. ~~Milošević~~Weiting ~~enter~~‘Cathy’ ~~into~~Feng, aour ~~Day-to-Day~~Chief ~~Management~~Operating ~~Agreement~~Officer, ~~which~~Ms. ~~prohibits~~Snežana Božović, the ~~Company~~Chief orOperating ~~its~~Officer ~~executives from materially interfering in the operation~~ of ~~the~~Meridian ~~business~~Serbia ~~of,~~ and ~~day-to-day~~Secretary ~~operations~~ of, MeridianBet ~~Group by its current leadership (i.e.~~, ~~Mr.~~and Zoran Milošević, asthe Chief Executive Officer) of Meridian Serbia, ~~while~~provide for the ~~Voting~~payment ~~Agreement~~of iscertain inseverance ~~place~~payments upon termination.

~~Consequently~~The employment agreements of Ms. Weiting ‘Cathy’ Feng, ~~Company~~our ~~stockholders~~Chief ~~have~~Operating ~~less~~Officer, ~~influence~~Ms. ~~over~~Snežana Božović, the ~~management~~Chief Operating Officer of Meridian Serbia and ~~policies~~Secretary of MeridianBet, and Zoran Milošević, the Chief Executive Officer of Meridian Serbia, provide that if they are terminated during the term of such agreements by the Company ~~and~~without cause (as defined in the ~~Meridian~~agreements) ~~Sellers~~or by the executives for good reason (as defined in the agreements), such executives are ~~effectively~~due a severance payment. That severance payment is equal to (a) a lump sum cash severance payment equal to the sum of (i) 18 months of Mr. Milošević’s then current annual basic salary (six months of Ms. Feng’s and six months of Ms. Božović’s) plus (ii) an amount equal to his/her targeted bonus for the year of termination (such total payment referred to herein as the “Severance Payment”). Additionally, if an executive is terminated (a) by the Company for any reason other than cause or due to illness or death, or (b) by the executive for good reason, during the twelve month period following a Change of Control (as defined in ~~control~~the agreements) or in anticipation of a Change of Control, the Company is required to pay the executive, within 60 days following the later of (i) the date of such Change of Control termination; and (ii) the date of such Change of Control, a cash severance payment in a lump sum in an amount equal to 3.0 times the sum of (a) the current annual base salary of the executive (less any actual payments made in connection with any severance payments already paid); and (b) the amount of the most recent bonus paid to the executive for the last completed fiscal year, if any (less any actual payments made in connection with any other severance payments). Additionally, if either executive is involuntarily terminated, any unvested options vest immediately and are exercisable until the later of the original termination date thereof and one year after such termination date.

AsPotential acompetition ~~result~~from existing ofexecutive ~~his significant ownership in the Company~~officers, ~~Mr.~~after ~~Milošević~~they ~~has~~leave ~~significant~~our ~~influence on the shareholder vote. Consequently~~employment, ~~he has the ability to influence matters affecting our shareholders~~ and ~~therefore exercise control in determining~~ the ~~outcome~~Meridian ~~of a number of corporate transactions or other matters~~Sellers, ~~including~~subject ~~(i) making amendments~~ to our certificate of incorporation; (ii) whether to issue additional shares of common stock and preferred stock, including to himself; (iii) employment decisions, including compensation arrangements; (iv) whether to enter into material transactions with related parties; (v) election of directors; and (vi) any merger or significant corporate transactions, including with himself or other related parties. As a potential investor in the ~~Company,~~non-compete ~~you~~terms ~~should keep in mind that even if you own shares~~ of ~~our common stock and wish to vote them at annual or special shareholder meetings, your shares will have little effect on~~ the MeridianBet ~~outcome~~Purchase ~~of corporate decisions. Because Mr. Milošević will significantly influence the vote on all shareholder matters~~Agreement, ~~investors~~could ~~may~~negatively ~~find it difficult to replace our management if they disagree with~~ impact the ~~way our business is being operated. The interests~~ profitability of ~~Mr. Milošević may not coincide with our interests or~~ the ~~interests of other shareholders~~Company.

53Each ~~Table~~of the Meridian Sellers agreed to a three year non-compete, agreeing to not compete against the Company following the Closing in Serbia, Bosnia and Herzegovina, Montenegro, and Malta, in connection with the manufacturing, selling, creating, renting, marketing, producing, undertaking, developing, supplying, or otherwise dealing with or in any product or service, that the MeridianBet Group or the Company or any of ~~Contents~~their respective subsidiaries and/or any of their respective affiliates or subsidiaries is researching, developing, manufacturing, distributing, selling and/or providing at any time during the two years prior to any competitive action by any Seller, in the betting and gambling industry (subject to the terms of, and exceptions set forth in, the MeridianBet Purchase Agreement). However, none of the Meridian Sellers will be prohibited from competing with us after such three year period; none of the executive officers or employees of MeridianBet Group or its subsidiaries will be restricted from competing against us at any time; and none of the Meridian Sellers will be restricted from competing against us in any jurisdictions other than Serbia, Bosnia and Herzegovina, Montenegro, and Malta, including, but not limited to in other jurisdictions where the Company operates.

In49 ~~addition,~~Table ~~this concentration~~ of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or preventing a change of control of our Company; (2) impeding a merger, consolidation, takeover or other business combination involving our Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.Contents

~~The~~Additionally, each of the employment agreements of MrMs. ~~Anthony~~Weiting ~~Brian~~‘Cathy’ ~~Goodman~~Feng, our Chief ~~Executive~~Operating Officer, MsMr. ~~Weiting~~Rich ~~‘Cathy’ Feng~~Christensen, our Chief ~~Operating~~Financial Officer, Ms. Snežana Božović, the Chief Operating Officer of Meridian Serbia and Secretary of MeridianBet, and Zoran Milošević, the Chief Executive Officer of Meridian Serbia, ~~provide~~include ~~for~~a one year non-competition requirement, prohibiting such executives from competing against the ~~payment~~Company ofin certain ~~severance~~areas, ~~payments~~following ~~upon~~their termination.

~~The employment agreements of Mr. Anthony Brian Goodman~~Accordingly, ~~our~~any ~~Chief Executive Officer, Ms. Weiting ‘Cathy’ Feng, our Chief Operating Officer and Chief Financial Officer, Ms. Snežana Božović, the Chief Operating Officer~~ of ~~Meridian~~these ~~Serbia~~individuals ~~and~~could ~~Secretary~~be ~~of MeridianBet, and Zoran Milošević, the Chief Executive Officer of Meridian Serbia, provide that if they are terminated during the term of such agreements by the Company without cause (as defined~~ in ~~the agreements) or by the executives for good reason (as defined in the agreements), such executives are due~~ a ~~severance~~position ~~payment. That severance payment is equal~~ to ~~(a)~~use aindustry ~~lump~~experience ~~sum~~gained ~~cash~~while ~~severance~~working ~~payment~~with ~~equal~~us ~~to the sum of~~ (i)or 18prior ~~months of Mr. Goodman’s and Mr. Milošević’s then current annual basic salary (six months of Ms. Feng’s and six months of Ms. Božović’s) plus (ii) an amount equal~~ to ~~his/her targeted bonus for~~ the ~~year~~Meridan ofPurchase ~~termination~~Agreement) ~~(such total payment referred~~ to ~~herein~~compete aswith ~~the “Severance Payment”)~~us. ~~Additionally,~~Such ifcompetition ancould ~~executive~~distract ~~is terminated (a) by the Company for any reason other than cause~~ or ~~due~~confuse ~~to illness or death~~customers, orreduce ~~(b) by~~ the ~~executive~~value ~~for good reason, during the twelve month period following a Change~~ of ~~Control~~our ~~(as~~intellectual ~~defined~~property inand ~~the~~trade ~~agreements)~~secrets, or inhave ~~anticipation of~~ a ~~Change~~material ofadverse ~~Control,~~effect ~~the~~on ~~Company~~our ~~is required to pay the executive~~revenues, ~~within~~results ~~60 days following the later~~ of ~~(i)~~operations ~~the~~and ~~date~~cash offlows. ~~such~~Any ~~Change~~ of ~~Control termination; and (ii)~~ the ~~date~~foregoing ofcould ~~such~~reduce ~~Change~~our offuture ~~Control~~revenues, aearnings ~~cash~~or ~~severance~~growth ~~payment in a lump sum in an amount equal to 3~~prospects.0 ~~times~~Additionally, the ~~sum~~ability of ~~(a)~~ the ~~current~~Company ~~annual~~to ~~base~~enforce ~~salary of~~ the ~~executive~~non-compete ~~(less~~provisions ~~any~~set ~~actual~~forth ~~payments made~~ in ~~connection~~the ~~with~~MeridianBet ~~any~~Purchase ~~severance~~Agreement ~~payments already paid);~~ and/or ~~(b)~~employment ~~the~~agreements ~~amount~~in offoreign ~~the~~jurisdictions ~~most~~may ~~recent~~be ~~bonus~~limited ~~paid~~by to the ~~executive~~laws ~~for~~of ~~the~~such ~~last completed fiscal year~~jurisdictions, ifwhich ~~any~~may ~~(less~~prohibit ~~any~~or ~~actual~~ban ~~payments made in connection with any other severance payments). Additionally~~non-competes, ifor ~~either~~result ~~executive~~in ~~is involuntarily terminated, any unvested options vest immediately and are exercisable until~~ the ~~later~~terms ~~of the original termination date~~ thereof ~~and~~being ~~one~~limited, ~~year~~reduced, ~~after~~modified ~~such~~or ~~termination date~~void.

~~Potential~~Risks ~~competition~~Related ~~from existing executive officers, after they leave our employment, and the Meridian Sellers, subject~~ to ~~the~~International ~~non-compete terms of the Meridian Purchase Agreement, could negatively impact the profitability of the Company.~~Operations

~~Each~~The ofrisks ~~the~~related ~~Meridian Sellers agreed~~ to ainternational ~~three year non-compete~~operations, ~~agreeing to not compete against the Company following the Closing~~ in ~~Serbia,~~particular ~~Bosnia and Herzegovina, Montenegro, and Malta,~~ in ~~connection~~countries ~~with~~outside of the ~~manufacturing,~~United ~~selling~~States, ~~creating,~~could ~~renting,~~negatively ~~marketing,~~affect ~~producing, undertaking, developing, supplying, or otherwise dealing with or in any product or service, that~~ the ~~MeridianBet Group or the~~ Company’s orresults ~~any~~including offoreign ~~their~~exchange ~~respective subsidiaries~~ and~~/or~~ ~~any~~currency ofrisks ~~their~~that ~~respective~~could ~~affiliates~~adversely oraffect ~~subsidiaries~~its ~~is researching~~operations, ~~developing, manufacturing, distributing, selling~~ and~~/or~~ ~~providing at any time during~~ the ~~two~~Company’s ~~years~~ability ~~prior~~ to ~~any~~mitigate competitive action by any Seller, in the betting and gambling industry (subject to the terms of, and exceptions set forth in, the Meridian Purchase Agreement). However, none of the Meridian Sellers will be prohibited from competing with us after such three year period; none of the executive officers or employees of MeridianBet Group or its ~~subsidiaries~~foreign ~~will~~exchange berisk ~~restricted~~through ~~from~~hedging ~~competing~~transactions ~~against~~may ~~us at any time; and none of the Meridian Sellers will~~ be ~~restricted from competing against us in any jurisdictions other than Serbia, Bosnia and Herzegovina, Montenegro, and Malta, including, but not~~ limited ~~to in other jurisdictions where the Company operates~~.

~~Additionally,~~The ~~each~~Company derives more than 93% of its revenue from transactions denominated in currencies other than the ~~employment~~United ~~agreements~~States dollar and currently 100% of Mrthe Company’s operations take place in jurisdictions other than the United States. ~~Anthony~~As ~~Brian~~such, ~~Goodman~~the Company’s operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within the control of the Company, ~~our~~including, ~~Chief~~but ~~Executive~~not ~~Officer~~limited to, ~~Ms.~~recessions ~~Weiting~~in ~~‘Cathy’~~foreign ~~Feng~~economies, ~~our~~expropriation, ~~Chief~~nationalization ~~Operating~~and ~~Officer~~limitation or restriction on repatriation of funds, ~~Mr.~~assets ~~Rich~~or ~~Christensen~~earnings, ~~our~~longer ~~Chief~~receivables ~~Financial~~collection ~~Officer~~periods and greater difficulty in collecting accounts receivable, ~~Ms.~~changes ~~Snežana~~in ~~Božović~~consumer tastes and trends, renegotiation or nullification of existing contracts or licenses, changes in gaming policies, regulatory requirements or the ~~Chief~~personnel ~~Operating~~administering ~~Officer~~them, ofcurrency ~~Meridian~~fluctuations ~~Serbia~~and devaluations, exchange controls, economic sanctions and ~~Secretary~~royalty and tax increases, risk of ~~MeridianBet~~terrorist activities, revolution, border disputes, implementation of tariffs and ~~Zoran~~other ~~Milošević~~trade barriers and protectionist practices, ~~the~~taxation ~~Chief~~policies, ~~Executive~~including ~~Officer~~royalty and tax increases and retroactive tax claims, volatility of ~~Meridian~~financial ~~Serbia~~markets and fluctuations in foreign exchange rates, ~~include~~difficulties ain ~~one~~the ~~year~~protection ~~non-competition~~of ~~requirement~~intellectual property particularly in countries with fewer intellectual property protections, ~~prohibiting~~the ~~such~~effects ~~executives~~that ~~from~~evolving ~~competing~~regulations ~~against~~regarding data privacy may have on the Company’s online operations, adverse changes in ~~certain~~the creditworthiness of parties with whom the Company has significant receivables or forward currency exchange contracts, labor disputes and other risks arising out of foreign governmental sovereignty over the areas in which the Company’s operations are conducted. The Company’s operations may also be adversely affected by social, ~~following~~political ~~their~~and ~~termination~~economic instability, and by laws and policies of such foreign jurisdictions affecting foreign trade, taxation and investment. If the Company’s operations are disrupted and/or the economic integrity of its contracts is threatened for unexpected reasons, our businesses may be harmed.

~~Accordingly,~~The ~~any~~Company’s ofinternational ~~these~~activities ~~individuals~~may ~~could~~require beprotracted innegotiations awith ~~position~~host togovernments, ~~use~~national ~~industry~~companies ~~experience~~and ~~gained~~third ~~while~~parties. ~~working~~Foreign ~~with~~government usregulations ~~(or~~may ~~prior~~favor toor require the ~~Meridan~~awarding ~~Purchase~~of ~~Agreement)~~contracts to ~~compete~~local ~~with~~contractors ~~us.~~or ~~Such~~require ~~competition~~foreign ~~could~~contractors ~~distract~~to employ citizens of, or ~~confuse~~purchase ~~customers~~supplies from, ~~reduce~~a particular jurisdiction. In the ~~value~~event of ~~our~~a ~~intellectual~~dispute ~~property~~arising ~~and~~in ~~trade~~connection ~~secrets,~~with orthe ~~have~~Company’s operations in a ~~material~~foreign ~~adverse~~jurisdiction ~~effect~~where onthey ~~our~~conduct ~~revenues~~their business, ~~results~~the ofCompany ~~operations~~may ~~and~~be ~~cash~~subject ~~flows.~~to ~~Any~~the exclusive jurisdiction of ~~the~~foreign ~~foregoing~~courts ~~could~~or ~~reduce~~may ~~our~~not ~~future~~be ~~revenues,~~successful ~~earnings~~in orsubjecting ~~growth~~foreign ~~prospects.~~persons ~~Additionally,~~to the ~~ability~~jurisdictions of the ~~Company~~courts toof ~~enforce~~United ~~the~~States ~~non-compete~~or ~~provisions~~enforcing ~~set~~American ~~forth~~judgments in ~~the~~such ~~Meridian~~other ~~Purchase~~jurisdictions. ~~Agreement~~The ~~and/~~Company may also be hindered or ~~employment~~prevented ~~agreements~~from enforcing rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Company’s activities in foreign jurisdictions ~~may~~could be ~~limited~~substantially affected by ~~the~~factors ~~laws~~beyond ofthe ~~such~~Company’s ~~jurisdictions~~control, any of which ~~may~~could ~~prohibit~~have ora ~~ban~~material ~~non-competes,~~adverse oreffect ~~result~~on the Company. Some countries in which the ~~terms~~Company ~~thereof~~may ~~being~~operate ~~limited,~~may ~~reduced,~~be ~~modified~~considered orpolitically ~~void~~and economically unstable.

5450 Table of Contents

~~Risks~~Doing ~~Related~~business in the industries in which the Company operates often requires compliance with numerous and extensive procedures and formalities. These procedures and formalities may result in unexpected or lengthy delays in commencing important business activities. In some cases, failure to ~~International~~follow ~~Operations~~such formalities or obtain relevant evidence may call into question the validity of the entity or the actions taken. Management is unable to predict the effect of additional corporate and regulatory formalities which may be adopted in the future including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.

The ~~risks~~Company ~~related~~may toin ~~international~~the ~~operations,~~future inenter ~~particular~~into inagreements ~~countries~~and conduct activities outside of the ~~United~~jurisdictions ~~States,~~where ~~could~~they ~~negatively~~currently ~~affect~~carry ~~the~~on ~~Company’s~~business, ~~results~~which ~~including~~expansion ~~foreign~~may ~~exchange~~present challenges and ~~currency~~ risks that ~~could~~we ~~adversely~~have ~~affect~~not ~~its~~faced ~~operations,~~in ~~and~~ the ~~Company’s~~past, ~~ability~~any toof ~~mitigate~~which ~~its~~could ~~foreign~~adversely ~~exchange~~affect ~~risk~~their ~~through~~results ~~hedging~~of ~~transactions~~operations ~~may~~and/or befinancial ~~limited~~condition.

~~The~~In ~~Company~~addition, ~~derives~~as ~~more~~the ~~than~~majority ~~92%~~ of ~~its~~the Company’s revenue is generated from transactions denominated in currencies other than the United States dollar, ~~and~~fluctuations ~~currently~~in ~~100%~~the ofexchange ~~the~~rate ~~Company’s~~between ~~operations~~the ~~take~~United ~~place~~States inDollar ~~jurisdictions~~(USD), ~~other~~Serbian ~~than~~Dinar ~~the~~(RSD), ~~United~~European ~~States.~~Union AsEuros ~~such~~(EUR), ~~the~~British ~~Company’s~~Pound ~~operations~~Sterling ~~may~~(GBP), beMexican ~~adversely~~Peso, ~~affected~~Bosnia-Herzegovina byConvertible ~~changes~~Mark in(BAM), ~~foreign~~Peruvian ~~government~~Sol ~~policies~~(PEN), ~~and~~Tanzanian ~~legislation~~Shilling or(TZS), ~~social instability~~ and other ~~factors~~currencies ~~which~~may ~~are~~have ~~not~~a ~~within~~material ~~the~~adverse ~~control~~effect ofon ~~the~~their ~~Company~~business, ~~including,~~financial ~~but~~condition ~~not~~and ~~limited~~operating ~~to,~~results. ~~recessions~~The inCompany’s ~~foreign~~consolidated ~~economies,~~financial ~~expropriation,~~results ~~nationalization~~are ~~and~~affected ~~limitation~~by orforeign ~~restriction~~currency onexchange ~~repatriation~~rate offluctuations. ~~funds,~~Foreign ~~assets~~currency orexchange ~~earnings,~~rate ~~longer~~exposures ~~receivables~~arise ~~collection~~from ~~periods~~current transactions and ~~greater~~anticipated ~~difficulty~~transactions denominated in ~~collecting~~currencies ~~accounts~~other ~~receivable,~~than ~~changes~~United inStates ~~consumer~~dollars ~~tastes~~ and ~~trends,~~from ~~renegotiation~~the ortranslation ~~nullification~~ of ~~existing~~foreign-currency-denominated ~~contracts~~balance orsheet ~~licenses,~~accounts ~~changes~~into inUnited ~~gaming~~States ~~policies,~~dollar-denominated ~~regulatory~~balance ~~requirements~~sheet oraccounts. ~~the~~The ~~personnel~~Company ~~administering~~is ~~them,~~exposed to currency ~~fluctuations and devaluations,~~ exchange ~~controls,~~rate ~~economic~~fluctuations ~~sanctions~~because ~~and~~portions ~~royalty and tax increases, risk~~ of ~~terrorist~~their ~~activities,~~revenue ~~revolution,~~and ~~border~~expenses ~~disputes,~~are ~~implementation~~denominated ofin ~~tariffs~~currencies ~~and~~ other ~~trade~~than ~~barriers~~the ~~and~~United ~~protectionist~~States ~~practices~~dollar, ~~taxation~~particularly ~~policies,~~the ~~including~~Serbian ~~royalty~~Dinar ~~and~~(RSD), ~~tax~~European ~~increases~~Union ~~and~~Euros ~~retroactive tax claims~~(EUR), ~~volatility~~British ofPound ~~financial~~Sterling ~~markets~~(GBP), ~~and~~Mexican ~~fluctuations~~Peso, inBosnia-Herzegovina ~~foreign~~Convertible ~~exchange~~Mark ~~rates~~(BAM), ~~difficulties~~Peruvian inSol ~~the~~(PEN), ~~protection~~and ofTanzanian ~~intellectual~~Shilling ~~property~~(TZS). ~~particularly~~In ~~in countries with fewer intellectual property protections~~particular, ~~the~~uncertainty ~~effects that evolving regulations~~ regarding ~~data~~global ~~privacy~~economic ~~may~~conditions ~~have~~and on the ~~Company’s~~current ~~online~~debt ~~operations,~~crisis ~~adverse~~poses ~~changes~~a inrisk to the ~~creditworthiness~~stability of ~~parties~~each ~~with~~of ~~whom~~ the ~~Company~~aforementioned ~~has~~currencies. ~~significant~~Exchange ~~receivables~~rate orfluctuations ~~forward~~could ~~currency~~adversely ~~exchange~~affect ~~contracts,~~their ~~labor~~operating ~~disputes~~results and ~~other~~cash ~~risks~~flows ~~arising~~and ~~out~~the value of ~~foreign~~their ~~governmental~~assets ~~sovereignty~~outside ~~over~~of the ~~areas~~United ~~in which the Company’s operations are conducted~~States. ~~The~~If ~~Company’s~~a ~~operations~~foreign ~~may~~currency ~~also~~is bedevalued ~~adversely~~in ~~affected~~a byjurisdiction ~~social,~~in ~~political~~which ~~and~~the ~~economic~~Company ~~instability,~~is ~~and~~paid byin ~~laws and policies of~~ such ~~foreign jurisdictions affecting foreign trade~~currency, ~~taxation~~then ~~and~~its ~~investment.~~customers Ifmay ~~the~~be ~~Company’s~~required ~~operations~~to ~~are~~pay ~~disrupted~~higher ~~and/or~~amounts ~~the economic integrity of its contracts is threatened~~ for ~~unexpected~~their ~~reasons~~products, ~~our~~which ~~businesses~~they may be ~~harmed~~unable or unwilling to pay.

~~The~~While the Company’s ~~international~~may ~~activities~~enter ~~may~~into ~~require~~forward ~~protracted~~currency ~~negotiations~~swaps ~~with~~and ~~host~~other ~~governments,~~derivative ~~national~~instruments ~~companies~~intended ~~and~~to ~~third~~mitigate ~~parties.~~the ~~Foreign~~foreign ~~government~~currency ~~regulations~~exchange ~~may~~risk, ~~favor~~there can be no assurance it will do so or ~~require~~that ~~the~~any ~~awarding~~instruments ofthat ~~contracts~~it toenters ~~local~~into ~~contractors~~will orsuccessfully ~~require~~mitigate ~~foreign~~such ~~contractors~~risk. toIf ~~employ~~we ~~citizens~~enter ~~of,~~into foreign currency forward or ~~purchase~~other ~~supplies~~hedging ~~from~~contracts, awe ~~particular~~would ~~jurisdiction.~~be Insubject to the ~~event~~risk ofthat a ~~dispute~~counterparty ~~arising~~to inone ~~connection~~or ~~with~~more of these contracts may default on its performance under the ~~Company’s~~contracts. ~~operations~~During inan economic downturn, a ~~foreign~~counterparty’s ~~jurisdiction~~financial ~~where~~condition ~~they~~may ~~conduct~~deteriorate ~~their~~rapidly ~~business~~and with little notice, ~~the~~and ~~Company~~they may be ~~subject~~unable to ~~the~~take ~~exclusive~~action ~~jurisdiction~~to ofprotect ~~foreign~~their ~~courts~~exposure. orIn ~~may~~the ~~not~~event beof ~~successful~~a incounterparty ~~subjecting~~default, ~~foreign~~we ~~persons~~could tolose the ~~jurisdictions~~benefit of ~~the~~any ~~courts~~hedging ofcontract, ~~United~~which ~~States~~may orharm ~~enforcing~~our ~~American~~business ~~judgments~~and infinancial ~~such~~condition. ~~other~~In ~~jurisdictions.~~the ~~The~~event ~~Company~~that ~~may~~one ~~also~~or bemore ~~hindered~~of orour ~~prevented~~counterparties ~~from~~becomes ~~enforcing~~insolvent ~~rights~~or ~~with~~files ~~respect~~for bankruptcy, our ability to aeventually ~~governmental~~recover ~~instrumentality~~any ~~because~~benefit lost as a result of that counterparty’s default may be limited by the ~~doctrine~~liquidity of ~~sovereign~~the ~~immunity~~counterparty. ~~Accordingly,~~We expect that the Company’s ~~activities~~will innot ~~foreign~~be ~~jurisdictions~~able ~~could~~to behedge ~~substantially~~all ~~affected~~of byour ~~factors~~exposure ~~beyond~~to ~~the~~any ~~Company’s~~particular ~~control~~foreign currency, ~~any~~and ofwe ~~which~~may ~~could~~not ~~have~~hedge aour ~~material~~exposure ~~adverse~~at ~~effect~~all onwith ~~the~~respect ~~Company.~~to ~~Some~~certain ~~countries~~foreign currencies. Changes in ~~which~~exchange ~~the~~rates ~~Company~~and ~~may~~our ~~operate~~limited ~~may~~ability beor ~~considered~~inability ~~politically~~to successfully hedge exchange rate risk could have an adverse impact on the liquidity and ~~economically~~results ~~unstable~~of operations of the Company.

~~Doing~~Risks ~~business~~Related in the industries in which the Company operates often requires compliance with numerous and extensive procedures and formalities. These procedures and formalities may result in unexpected or lengthy delays in commencing important business activities. In some cases, failure to ~~follow~~our ~~such~~Common ~~formalities~~Stock ~~or obtain relevant evidence may call into question the validity of the entity or the actions taken. Management is unable to predict the effect of additional corporate~~ and regulatory formalities which may be adopted in the future including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.Securities

~~The~~Nevada ~~Company~~law ~~may in the future enter into agreements~~ and ~~conduct~~our ~~activities~~articles ~~outside~~ of ~~the~~incorporation ~~jurisdictions~~authorize ~~where~~us ~~they~~to ~~currently~~issue ~~carry~~shares onof ~~business~~stock, which ~~expansion~~shares may ~~present~~cause ~~challenges~~substantial ~~and~~dilution ~~risks~~to ~~that~~our weexisting ~~have not faced in the past, any of which could adversely affect their results of operations and/or financial condition~~shareholders.

InWe ~~addition,~~have asauthorized ~~the~~capital ~~majority~~stock consisting of ~~the Company’s revenue is generated from transactions denominated in currencies other than the United States dollar~~25, ~~fluctuations in the exchange rate between the United States Dollar (USD)~~000,000 ~~Serbian~~shares ~~Dinar~~of ~~(RSD),~~common ~~European Union Euros (EUR)~~stock, ~~British~~$0.00001 ~~Pound~~par ~~Sterling~~value ~~(GBP),~~per ~~Mexican~~share ~~Peso,~~and ~~Bosnia-Herzegovina Convertible Mark (BAM)~~20, ~~Peruvian Sol (PEN)~~000,000 ~~Tanzanian~~shares ~~Shilling~~of ~~(TZS),~~preferred ~~and other currencies may have a material adverse effect on their business~~stock, ~~financial condition and operating results~~$0.00001 ~~The~~par ~~Company’s~~value ~~consolidated~~per ~~financial results are affected by foreign currency exchange rate fluctuations~~share. ~~Foreign~~As ~~currency~~of ~~exchange rate exposures arise from current transactions and anticipated transactions denominated in currencies other than United States dollars and from~~ the ~~translation~~date of ~~foreign-currency-denominated~~this balance sheet accounts into United States dollar-denominated balance sheet accounts. The Company is exposed to currency exchange rate fluctuations because portions of their revenue and expenses are denominated in currencies other than the United States dollarReport, ~~particularly~~we ~~the~~have ~~Serbian Dinar (RSD)~~12, ~~European Union Euros (EUR)~~641,023 ~~British~~shares ~~Pound~~of ~~Sterling~~common ~~(GBP),~~stock ~~Mexican~~issued ~~Peso, Bosnia-Herzegovina Convertible Mark (BAM), Peruvian Sol (PEN),~~ and ~~Tanzanian~~outstanding ~~Shilling~~ (~~TZS).~~which Inis ~~particular,~~expected ~~uncertainty~~to ~~regarding~~increase ~~global~~after ~~economic conditions and~~ the ~~current~~filing ~~debt crisis poses a risk to the stability~~ of ~~each~~this ofReport ~~the~~upon ~~aforementioned currencies. Exchange rate fluctuations could adversely affect their operating results and cash flows and~~ the ~~value~~vesting of ~~their~~certain ~~assets~~restricted ~~outside~~Stock ~~of the United States. If a foreign currency is devalued in a jurisdiction in which the Company is paid in such currency~~Units), ~~then~~and ~~its customers may be required to pay higher amounts for their products~~1,000 ~~which~~shares ~~they~~of ~~may~~Series beC ~~unable~~Preferred orStock ~~unwilling~~issued toand ~~pay~~outstanding.

5551 Table of Contents

~~While~~As a result of the ~~Company~~number ~~may~~of ~~enter~~authorized ~~into~~but ~~forward~~unissued ~~currency~~shares ~~swaps~~of our common stock and ~~other~~preferred ~~derivative~~stock, ~~instruments~~our ~~intended~~Board toof ~~mitigate~~Directors has the ~~foreign~~ability ~~currency~~to ~~exchange~~issue ~~risk,~~a ~~there~~large ~~can~~number beof noadditional ~~assurance~~shares itof ~~will~~common dostock sowithout orshareholder ~~that~~approval, ~~any~~which ~~instruments~~if ~~that~~issued itcould ~~enters~~cause ~~into~~substantial ~~will~~dilution ~~successfully~~to ~~mitigate~~our ~~such~~then ~~risk~~shareholders. IfAdditionally, weshares ~~enter~~of ~~into~~preferred ~~foreign~~stock ~~currency~~may ~~forward~~be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other ~~hedging~~special ~~contracts~~rights and powers as determined by our Board of Directors, wewhich ~~would~~may be ~~subject~~greater tothan the ~~risk~~shares ~~that~~of acommon ~~counterparty~~stock tocurrently ~~one~~outstanding. orAs ~~more~~a result, shares of ~~these~~preferred ~~contracts~~stock may ~~default~~be onissued ~~its~~by ~~performance~~our ~~under~~Board of Directors which cause the ~~contracts.~~holders ~~During~~to anhave ~~economic~~super-majority ~~downturn,~~voting apower ~~counterparty’s~~over ~~financial~~our ~~condition~~shares ~~may~~(similar ~~deteriorate~~to ~~rapidly~~our ~~and~~outstanding ~~with~~Series ~~little~~C ~~notice~~Preferred Stock, ~~and~~which ~~they~~each ~~may~~provide bethe ~~unable~~holders tothereof ~~take~~the ~~action~~right to ~~protect~~vote ~~their~~625 ~~exposure.~~voting Inshares ~~the~~on ~~event~~all shareholder matters, for each share of apreferred ~~counterparty~~stock ~~default~~held), weprovide ~~could~~the ~~lose~~holders of the ~~benefit~~preferred stock the right to convert the shares of ~~any~~preferred ~~hedging~~stock ~~contract~~they hold into shares of our common stock, which may ~~harm~~cause substantial dilution to our ~~business~~then ~~and~~common ~~financial~~stock ~~condition.~~shareholders Inand/or ~~the~~have ~~event~~other ~~that~~rights ~~one~~and orpreferences ~~more~~greater than those of our ~~counterparties~~common ~~becomes~~shareholders. ~~insolvent~~Investors orshould ~~files~~keep ~~for~~in ~~bankruptcy,~~mind ~~our~~that ~~ability~~the toBoard ~~eventually~~of ~~recover~~Directors ~~any~~has ~~benefit~~the ~~lost~~authority asto aissue ~~result~~additional shares of ~~that~~common ~~counterparty’s~~stock ~~default~~and ~~may~~preferred bestock, ~~limited~~which bycould cause substantial dilution to our existing shareholders. Additionally, the ~~liquidity~~dilutive effect of ~~the~~any ~~counterparty.~~preferred Westock, ~~expect~~which ~~that~~we may issue may be exacerbated given the ~~Company~~fact ~~will~~that ~~not~~such bepreferred ~~able~~stock tomay ~~hedge~~have ~~all~~super-majority ofvoting ~~our~~rights ~~exposure~~(similar to ~~any~~our ~~particular~~outstanding ~~foreign~~Series ~~currency~~C Preferred Stock, discussed below) and/or weother ~~may~~rights ~~not~~or ~~hedge~~preferences ~~our~~which ~~exposure~~could atprovide ~~all~~the ~~with~~preferred ~~respect~~shareholders towith ~~certain~~voting ~~foreign~~control ~~currencies.~~over ~~Changes~~us insubsequent ~~exchange~~to ~~rates~~such offering and/or ~~our~~give ~~limited~~those ~~ability~~holders orthe ~~inability~~power to ~~successfully~~prevent ~~hedge~~or ~~exchange~~cause ~~rate~~a ~~risk~~change ~~could~~in ~~have~~control. anAs ~~adverse~~a ~~impact~~result, on the ~~liquidity~~issuance ~~and~~of ~~results~~shares of ~~operations~~common ofstock and/or preferred stock may cause the ~~Company~~value of our securities to decrease and/or become worthless.

~~Risks~~Certain ~~Related~~warrants towe ~~our~~have ~~Common~~granted ~~Stock~~include ~~and~~anti-dilutive ~~Securities~~rights

~~Nevada~~On ~~law~~July ~~and~~2, ~~our~~2024, ~~articles~~the Company entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management VIII LLC, a Delaware limited partnership (the “Investor”), pursuant to which the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal amount of ~~incorporation~~$12,000,000 ~~authorize~~(the us“Secured Convertible Note”), which has since been repaid in full and a common stock purchase warrant (the “Lind Warrant”) to ~~issue~~acquire 62,500 shares of common stock of the Company, at an exercise price of $48.00 per share, subject to customary adjustments. The Lind Warrant expires on July 2, 2029. In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than certain excepted securities, at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $27. The Lind Warrant also provides for cashless exercise to the extent that the Warrant Shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the volume weighted average price (VWAP) of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares ~~may~~issuable ~~cause~~upon ~~substantial~~exercise ~~dilution~~thereof are not then covered by an effective registration statement. The Lind Warrant is also subject to ~~our~~a ~~existing~~similar ~~shareholders~~Maximum Percentage limitation as set forth in the Secured Convertible Note.

WeThe ~~have~~reduction ~~authorized~~of ~~capital~~the ~~stock~~exercise ~~consisting~~price of ~~300~~the warrants in the event that we offer,~~000~~ sell,~~000~~ ~~shares~~grant ofor ~~common stock~~issue, ~~$0.00001~~or ~~par~~are ~~value~~deemed ~~per~~to ~~share~~have ~~and~~offered, 20sold,~~000,000~~ granted or issued shares of ~~preferred~~common stock, ~~$0.00001~~below ~~par~~the ~~value~~then ~~per~~exercise ~~share.~~price As of the ~~date~~warrants, ofcould ~~this~~result ~~Report,~~in wethe ~~have~~Company ~~132,087,080~~receiving ~~shares~~significantly ofless ~~common~~consideration ~~stock~~upon ~~issued~~the ~~and~~exercise ~~outstanding~~of the warrants (~~which~~or isin ~~expected~~some tocases ~~increase~~only tonominal ~~133~~consideration),~~005,455~~ ~~after~~results ~~the~~in ~~filing~~greater ofdilution ~~this~~to ~~Report~~existing ~~upon~~shareholders, ~~the~~and/or ~~vesting~~creates ofadditional ~~certain~~overhang ~~restricted~~for ~~Stock~~our ~~Units),~~common ~~1,000~~stock. ~~shares~~Any ofor ~~Series~~all Bof ~~Voting~~the ~~Preferred~~above ~~Stock~~could ~~issued~~have ~~and~~a ~~outstanding~~material ~~and~~adverse ~~1,000~~effect ~~shares~~on ofthe ~~Series~~trading Cprice ~~Preferred~~of ~~Stock~~our ~~issued~~common ~~and outstanding~~stock.

AsThere a result of the number of authorized but unissued shares of our common stock and preferred stock, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders. Additionally, shares of preferred stock may benot issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be ~~greater~~sufficient ~~than~~liquidity ~~the~~in ~~shares of common stock currently outstanding. As a result, shares of preferred stock may be issued by our Board of Directors which cause~~ the ~~holders~~market tofor ~~have super-majority voting power over~~ our ~~shares~~securities ~~(similar~~in toorder ~~our outstanding Series B Voting Preferred Stock and Series C Preferred Stock, which each provide the holders thereof the right to vote 7,500 voting shares on all shareholder matters,~~ for ~~each~~investors ~~share of preferred stock held), provide the holders of the preferred stock the right~~ to ~~convert~~sell ~~the~~their shares. ofThe ~~preferred~~market ~~stock~~price ~~they hold into shares~~ of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common shareholders. Investors should keep in mind that the Board of Directors has ~~the~~been, ~~authority to issue additional shares of common stock~~ and ~~preferred stock, which could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any preferred stock, which we~~ may ~~issue~~continue ~~may be exacerbated given the fact that such preferred stock may have super-majority voting rights (similar~~ to ~~our outstanding Series B Voting Preferred Stock and Series C Preferred Stock~~be, discussed below) and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to such offering and/or give those holders the power to prevent or cause a change in controlvolatile. ~~As a result, the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless.~~

~~Certain~~The ~~warrants~~market price of our common stock has been, and is likely to continue to be, highly volatile, as is the stock market in general. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as conditions or trends in the industry in which we ~~have~~operate ~~granted~~or ~~include~~sales ~~anti-dilutive~~of ~~rights~~our common stock. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk‑averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.

~~The~~52 ~~Lind~~Table ~~Warrant entitles the holder to purchase up to 750,000 shares~~ of common stock of the Company until July 1, 2029, at an exercise price of $4.00 per Warrant Share, subject to customary adjustments. In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than certain Executive Securities (defined below), at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $2.25. The Lind Warrant also provides for cashless exercise to the extent that the Warrant Shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the VWAP of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares issuable upon exercise thereof are not then covered by an effective registration statement. The Lind Warrant is also subject to a similar Maximum Percentage limitation as set forth in the Secured Convertible Note.Contents

56As ~~Table~~a consequence, there have been, and may be, periods of ~~Contents~~several days or more when trading activity in our shares is minimal or non‑existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that trading levels will not continue. These factors have, and may in the future, materially adversely affect the market price of our common stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

~~The~~Our ~~reduction of the exercise price of the warrants in the event that we offer, sell, grant or issue, or are deemed to have offered, sold, granted or issued shares of~~ common stock ~~below~~may ~~the~~continue ~~then~~to ~~exercise~~be ~~price~~followed ofby ~~the~~only ~~warrants,~~a ~~could~~limited ~~result~~number ~~in the Company receiving significantly less consideration upon the exercise~~ of ~~the~~analysts ~~warrants~~and ~~(or~~there inmay ~~some~~continue ~~cases only nominal consideration), results in greater dilution~~ to ~~existing~~be ~~shareholders,~~a ~~and/or~~limited ~~creates~~number ~~additional overhang for our common stock. Any or all~~ of ~~the~~institutions ~~above~~acting ~~could~~as ~~have~~market amakers ~~material~~for ~~adverse effect on the trading price of~~ our common stock.

~~There~~Our ~~may~~common ~~not~~stock is, and for the foreseeable future, our common stock is expected to be, ~~sufficient~~followed by a limited number of market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the ~~market~~price at which it trades is likely to fluctuate significantly. Prices for our ~~securities~~common stock are determined in ~~order~~the ~~for~~marketplace ~~investors~~and tomay ~~sell~~be ~~their~~influenced ~~shares.~~by ~~The~~many factors, including the depth and liquidity of the market ~~price~~for shares of our ~~comment~~common stock, ~~has~~developments ~~been~~affecting our business, ~~and~~including ~~may~~the ~~continue~~impact of the factors referred to beelsewhere in these Risk Factors, ~~volatile~~investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

~~The~~We ~~market~~currently ~~price~~have ofan ~~our~~illiquid ~~common stock has been,~~ and ~~is likely to continue to be, highly~~ volatile, ~~as is the stock~~ market infor ~~general. Some of the factors that may materially affect the market price of~~ our common stock ~~are beyond our control~~, ~~such~~and ~~as conditions or trends in~~ the ~~industry~~market infor ~~which we operate or sales of~~ our common stock. ~~This situation~~ is ~~attributable~~and tomay aremain ~~number~~illiquid ~~of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors~~ and ~~others~~volatile in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk‑averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viablefuture.

AsWe acurrently ~~consequence, there~~ have ~~been,~~a ~~and~~highly ~~may be~~sporadic, ~~periods~~illiquid ofand ~~several~~volatile ~~days~~market orfor ~~more~~our ~~when~~common ~~trading~~stock, ~~activity~~which inmarket ~~our shares~~ is ~~minimal~~anticipated ~~or non‑existent, as compared~~ to aremain ~~mature~~sporadic, ~~issuer~~illiquid ~~which has a large~~ and ~~steady~~volatile ~~volume~~in ofthe ~~trading activity that will generally support continuous sales without an adverse effect on share price~~future. ItDuring is2025, ~~possible that a broader or more active public trading market for~~ our common stock ~~will~~traded ~~not~~as ~~develop~~high oras ~~be sustained, or that trading levels will not continue~~$31.20 ~~These~~per ~~factors~~share ~~have,~~ and ~~may~~as inlow ~~the~~as ~~future,~~$8.44 ~~materially~~per ~~adversely~~share. ~~affect~~The ~~the~~ market price of our common stock, ~~regardless~~may ofcontinue ~~our~~to ~~performance.~~be Inhighly ~~addition,~~volatile ~~the~~and ~~public~~subject ~~stock~~to ~~markets~~wide ~~have~~fluctuations. ~~experienced~~Our ~~extreme~~financial ~~price~~performance, ~~and~~government ~~trading~~regulatory ~~volume~~action, ~~volatility.~~tax ~~This~~laws, ~~volatility~~interest ~~has~~rates, ~~significantly~~and ~~affected the~~ market ~~prices~~conditions ofin ~~securities~~general ofcould ~~many~~have ~~companies~~a ~~for~~significant ~~reasons~~impact ~~frequently~~on ~~unrelated to~~ the ~~operating~~future ~~performance of the specific companies. These broad~~ market ~~fluctuations may adversely affect the market~~ price of our common stock.

~~The~~Some ~~issuance~~ of ~~common stock upon conversion of our outstanding Series B Preferred Stock and Series C Preferred Stock will cause immediate and substantial dilution to existing shareholders and~~ the ~~sale~~factors ofthat ~~common~~could ~~stock~~negatively ~~upon~~affect ~~conversion~~or ofresult ~~our~~in ~~outstanding~~fluctuations ~~Series~~in ~~B Preferred Stock and Series C Preferred Stock may depress~~ the market price of our common stock. include:

As● ofactual ~~the~~or ~~date~~anticipated ofvariations ~~this~~in ~~Report,~~our wequarterly ~~had~~operating ~~1,000~~results; ~~outstanding~~● ~~shares~~changes ofin ~~Series~~market Bvaluations ~~Preferred Stock, all~~ of ~~which~~similar ~~were~~companies; ~~held~~● byadverse ~~Anthony~~market ~~Brian~~reaction ~~Goodman,~~to the ~~Chief~~level ~~Executive Officer and Director~~ of ~~the~~our ~~Company~~indebtedness; ~~and~~● ~~1,000~~additions ~~outstanding~~or ~~shares~~departures of ~~Series~~key Cpersonnel; ~~Preferred~~● ~~Stock,~~actions ~~each held~~ by ~~the~~shareholders; ~~Meridian~~● ~~Sellers.~~speculation ~~Each~~in ~~holder~~the ofpress ~~Series~~or Binvestment ~~Preferred~~community; ~~Stock~~● ~~may~~general market, ~~at its option~~economic, ~~convert~~and ~~each~~political ~~of its shares of Series B Preferred Stock into 1~~conditions,~~000~~ ~~shares~~including ofan ~~common~~economic ~~stock,~~slowdown or ~~1,000,000~~dislocation ~~shares of common stock~~ in ~~aggregate.~~the ~~Each~~global ~~holder~~credit ~~of Series C Preferred Stock may~~markets, atcontinued ~~its~~increases ~~option,~~in ~~convert~~interest ~~each~~rates ofand/or ~~its~~inflation ~~shares~~and/or ofglobal ~~Series~~conflicts; C● ~~Preferred~~our ~~Stock~~operating ~~into~~performance ~~1,000~~and ~~shares~~the performance of ~~common~~other ~~stock,~~similar orcompanies; ~~1,000,000~~● ~~shares~~changes ~~of common stock~~ in ~~aggregate.~~accounting ~~The~~principles; ~~conversion of the Series B Preferred Stock~~ and ~~Series~~● Cpassage ~~Preferred~~of ~~Stock~~legislation ~~into~~or ~~common~~other ~~stock~~regulatory ofdevelopments ~~the~~that ~~Company~~adversely ~~will~~affect ~~cause~~us ~~significant~~or ~~dilution to~~ the ~~then~~gaming ~~holders of our common stock~~industry.

~~Additionally,~~53 ifTable ~~conversions~~ of our outstanding Series B Preferred Stock and Series C Preferred Stock and sales of such converted shares take place, the price of our common stock may decline. In addition, the common stock issuable upon conversion of our outstanding Series B Preferred Stock and Series C Preferred Stock may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of the company’s stock will decrease, and any additional shares which shareholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb converted shares sold by the holder of the Series B Preferred Stock and Series C Preferred Stock, then the value of our common stock will likely decrease.Contents

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

~~Commencing~~Additionally, onas ~~September~~a ~~20,~~result ~~2024,~~of the ~~Company~~illiquidity ~~was~~of ~~required~~our tocommon ~~begin~~stock, ~~paying~~investors ~~the~~may ~~outstanding~~not ~~principal~~be ~~amount~~interested in owning our common stock because of the ~~Secured~~inability ~~Convertible~~to ~~Note~~acquire inor 20sell ~~consecutive~~a ~~monthly~~substantial ~~payments~~block of ~~$600,000~~our ~~each,~~common ~~provided~~stock ~~that~~at ~~between~~one ~~payment~~time. ~~dates,~~Such ~~the~~illiquidity ~~Investor~~could ~~may~~have ~~increase~~an adverse effect on the ~~Repayment~~market ~~Amount,~~price toof upour tocommon $1stock. In addition,~~000,000~~ bya ~~providing~~shareholder ~~written~~may ~~notice~~not be able to ~~the~~borrow ~~Company~~funds ~~with~~using ~~such~~our ~~payment~~common tostock beas ~~due~~collateral ~~and~~because ~~payable~~lenders ~~within~~may ~~two~~be ~~days~~unwilling ofto accept the ~~receipt~~pledge of securities having such ~~notice,~~a limited market. An active trading market for upour tocommon ~~two~~stock ~~monthly~~may ~~payments~~not ~~while~~develop ~~the~~or, ~~Note~~if isone ~~outstanding~~develops, may not be sustained.

57In ~~Table~~the past, many companies that have experienced volatility in the market price of ~~Contents~~their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

AtOur ~~the option of the Company, the monthly payment can be made in cash, shares of the common~~ stock ofrepurchases ~~the~~are ~~Company~~discretionary at a price based on 90% of the average five (5) lowest daily volume weighted average prices during the twenty (20) days prior to the payment date subject to a floor price of $1.75 per share, or a combination of cash and ~~Repayment~~even ~~Shares, provided that~~ if ~~at the time the Repayment Share Price is deemed to be the Floor Price~~effected, ~~then~~they inmay ~~addition~~not toachieve the ~~Repayment~~desired ~~Shares, the Company will pay the Investor an added amount of cash as determined pursuant to a formula contained in the Secured Convertible Note~~objectives. In order for the Company to issue any Repayment Shares, the Repayment Shares must either be eligible for immediate resale under Rule 144 or be registered under the Securities Act. Any portion of a monthly payment being made in cash shall include a premium of five percent (5%) of such cash amount. The conversion price of the Note is $4.00, a 150% premium over the closing price of the Company’s common stock on the date the Meridian Purchase Agreement was entered into, subject to customary adjustments, however, if new securities, other than exempted securities, are issued by the Company at a price less than the conversion price, the conversion price shall be reduced to such price, subject to the Floor Price.

AsOn July 15, 2024, the Board of Directors approved the purchase of up to $5 million in shares of the Company’s common stock and the repurchase program expired on July 15, 2025. On December 3116, ~~2024~~2025, the ~~principal~~Board ~~balance~~of Directors of the ~~Secured~~Company ~~Convertible~~approved ~~Note~~another ~~was~~share repurchase program for the purchase of up to $93.0 million of the currently outstanding shares of the Company’s common stock. The repurchase program is scheduled to expire on December 15,~~600~~ 2026,~~000~~ when a maximum of $3.0 million of the Company’s common stock has been repurchased, or when such program is discontinued by the Company. Under the stock repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.

~~The~~There ~~Lind~~can ~~Warrant~~be ~~entitles~~no ~~the~~assurance ~~holder~~that toany ~~purchase~~repurchases uppursuant to ~~750,000~~our ~~shares of common~~ stock ofrepurchase ~~the~~program ~~Company~~will ~~until~~enhance ~~July~~stockholder 1,value ~~2029,~~because atthe anmarket ~~exercise~~ price of ~~$4.00~~our ~~per~~common ~~Warrant~~stock ~~Share,~~may ~~subject~~decline tobelow ~~customary adjustments. In addition,~~ the ~~exercise~~levels ~~price is subject to adjustment in the event of the issuance of new securities, other than exempted securities,~~ at ~~an effective price less than the exercise price,~~ which ~~results~~we inrepurchase ~~the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for~~ such ~~new securities, subject to a minimum exercise price of $2~~shares.~~25.~~ The ~~Lind~~amounts ~~Warrant~~and ~~also~~timing ~~provides~~of ~~for cashless exercise to~~ the ~~extent~~repurchases ~~that~~may ~~the~~also ~~Warrant~~be ~~Shares~~influenced ~~issuable upon exercise thereof are not covered~~ by angeneral ~~effective~~market ~~registration~~conditions, ~~statement~~regulatory ordevelopments ~~upon the occurrence of a Fundamental Transaction~~ (asincluding ~~defined~~recent inlegislative ~~the~~actions ~~Lind~~which, ~~Warrant)~~subject ~~and~~to ~~automatic~~certain ~~exercise rights upon expiration of the Lind Warrant~~conditions, tomay ~~the~~impose ~~extent~~an ~~that~~excise ~~the~~tax ~~VWAP~~ of ~~the~~1% ~~Company’s~~on ~~common~~our stock onrepurchases) ~~the~~and ~~day immediately preceding~~ the ~~expiration~~prevailing ~~date is more than the exercise~~ price, and ~~the~~trading ~~shares~~volumes of our common stock. ~~issuable~~If ~~upon~~our ~~exercise~~financial ~~thereof~~condition ~~are~~deteriorates ~~not~~or ~~then~~we ~~covered~~decide ~~by an effective registration statement. The Lind Warrant is also subject~~ to ause ~~similar~~our ~~Maximum~~cash ~~Percentage~~for ~~limitation~~other aspurposes, ~~set~~we ~~forth~~may insuspend ~~the~~repurchase ~~Secured~~activity ~~Convertible~~at ~~Note~~any time.

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

The ~~availability~~Lind ofWarrant entitles the holder to purchase up to 62,500 shares of common stock ~~upon conversion~~ of the ~~Secured~~Company, ~~Convertible~~at ~~Note~~an or exercise price of ~~the~~$48.00 ~~Lind~~per ~~Warrants~~share, ~~for~~subject ~~public~~to ~~resale~~customary adjustments, asand ~~well~~a as4.99% ~~any~~beneficial ~~actual~~ownership ~~resales~~limitation. ofIn ~~these shares~~addition, ~~could adversely affect~~ the ~~trading~~exercise price ofis ~~our~~subject ~~common~~to ~~stock.~~adjustment Wein ~~cannot~~the ~~predict~~event of the ~~size~~issuance of ~~future~~new ~~issuances~~securities, ofother ~~our~~than ~~common~~exempted ~~stock~~securities, ~~upon~~at ~~the~~an ~~conversion~~effective ofprice ~~our~~less ~~Secured~~than ~~Convertible~~the ~~Note~~exercise orprice, which results in the exercise ofprice ~~Lind~~being ~~Warrants,~~reduced orto an exercise price equal to the ~~effect,~~consideration ifper ~~any~~share deemed to have been paid for such new securities, ~~that~~subject ~~future~~to ~~issuances~~a ~~and~~minimum ~~sales~~exercise price of ~~shares~~$27. ofThe ~~our~~Lind ~~common~~Warrant ~~stock~~also ~~may~~provides ~~have~~for oncashless exercise to the ~~market~~extent ~~price~~that ofthe ~~our~~warrant ~~common~~shares ~~stock.~~issuable ~~Sales~~upon orexercise ~~distributions~~thereof ofare ~~substantial~~not ~~amounts~~covered ofby ~~our~~an ~~common~~effective ~~stock~~registration statement or upon the ~~conversion~~occurrence of ~~our~~a ~~Secured~~Fundamental ~~Convertible~~Transaction ~~Note~~(as ordefined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind ~~Warrants~~Warrant, orto the ~~perception~~extent that ~~such~~the ~~sales~~VWAP ~~could~~of ~~occur,~~the ~~may~~Company’s ~~cause~~common stock on the ~~market~~day immediately preceding the expiration date is more than the exercise price, ofand ~~our~~the shares of common stock toissuable ~~decline~~upon exercise thereof are not then covered by an effective registration statement (provided that such underlying shares are currently covered by a registration statement).

In54 ~~addition,~~Table ~~the common stock issuable upon the conversion~~ of our Secured Convertible Note and exercise of the Lind Warrants may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of the Secured Convertible Note and the Lind Warrants, then the value of our common stock will likely decrease.Contents

58The ~~Table~~issuance of ~~Contents~~common stock upon exercise of the Lind Warrants will result in immediate and substantial dilution to the interests of other stockholders since the holder of the Lind Warrants may ultimately receive and sell the full amount of shares issuable in connection with the exercise of the Lind Warrants. Although the Lind Warrant may not be exercised by the holder thereof if such conversion would cause such holder to own more than 4.99% of our outstanding common stock (which may be increased to 9.99% as set forth in the Lind Warrant), these restrictions do not prevent such holder from exercising some of their holdings, selling those shares, and then exercising the rest of their holdings, while still staying below the 4.99% limit. In this way, the holder could sell more than these limits while never actually holding more shares than the limits allow. If the holder of the Lind Warrant chooses to do this, it will cause substantial dilution to the then holders of our common stock.

WeThe ~~are~~availability ~~required~~of toshares ~~file~~of acommon ~~registration~~stock ~~statement~~upon toexercise ~~permit~~of the Lind Warrants for public resale, as well as any actual resales of ~~the~~these shares, could adversely affect the trading price of our common stock. ~~that~~We ~~may~~cannot bepredict ~~issued~~the size of future issuances of our common stock upon the ~~conversion~~exercise of Lind Warrants, or the ~~Secured~~effect, ~~Convertible~~if ~~Note~~any, that future issuances and ~~exercise~~sales of ~~the~~shares ~~Lind~~of ~~Warrants,~~our ~~which~~common ~~was~~stock ~~declared~~may ~~effective~~have on ~~September~~the ~~20,~~market ~~2024~~price of our common stock. ~~The~~Sales ~~influx~~or distributions of ~~those~~substantial ~~shares~~amounts ~~into~~of our common stock upon the ~~public~~exercise ~~market~~of ~~could~~the ~~potentially~~Lind ~~have~~Warrants, aor ~~negative~~the ~~effect~~perception onthat such sales could occur, may cause the ~~trading~~market price of our common stock to decline.

WeIn ~~are~~addition, ~~subject~~the tocommon ~~various~~stock ~~restrictions~~issuable ~~while~~upon the ~~Secured~~exercise ~~Convertible~~of ~~Note~~the ~~remains~~Lind ~~outstanding~~Warrants ~~which~~may represent overhang that may ~~have~~also anadversely ~~adverse~~affect ~~effect~~the onmarket price of our ~~ability~~common tostock. ~~raise~~Overhang ~~capital~~occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and ~~undertake~~any ~~certain~~additional ~~transactions~~shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by the holder of the Lind Warrants, then the value of our common stock will likely decrease.

~~While~~We ~~the~~were ~~Secured~~required ~~Convertible~~to ~~Note~~file isa ~~outstanding,~~registration ifstatement ~~the~~to

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