Meridian : Amendment to Annual Report (Form 10-K/A)

About this update from Meridian Holdings Inc.

On March 31, 2026, Meridian Holdings Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the " Original Form 10-K ") with the U.S. Securities and Exchange Commission (the " SEC "). The Original Form 10-K omitted certain disclosures under Part III, Items 10, 11, 12, 13 and 14 of Form 10-K in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant's definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the SEC not later than 120 days after the end of the fiscal year. We currently do not expect to file our definitive proxy statement for the 2026 annual meeting of our stockholders within 120 days of December 31, 2025. Accordingly, we are filing this Amendment No. 1 to the Original Form 10-K (this " Amendment No. 1 " or this " Report ") solely to: · amend Part III, Items 10 ( Directors, Executive Officers and Corporate Governance ), 11 ( Executive Compensation ), 12 ( Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ), 13 ( Certain Relationships and Related Transactions, and Director Independence ) and 14 ( Principal Accountant Fees and Services ) of the Original Form 10-K to include the information required to be disclosed under such Items; · delete the reference on the cover of the Original Form 10-K regarding the incorporation by reference into Part III of the Original Form 10-K of portions of our definitive proxy statement to be delivered to stockholders and filed with the SEC in connection with the 2026 annual meeting of our stockholders; and · file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "). This Amendment No. 1 does not otherwise change or update any of the disclosures set forth in the Original Form 10-K, and, except as expressly stated herein, does not reflect events occurring after the filing of the Original Form 10-K. This Amendment No. 1 modifies and amends the Original Form 10-K, and should be read in conjunction with the Original Form 10-K. References to "this Annual Report" contained in this Amendment No. 1 refer to the Original Form 10-K, as modified and amended by this Amendment No. 1. Capitalized terms not otherwise defined in this Amendment No. 1 have the meanings given to them in the Original Form 10-K. Unless the context requires otherwise, references to the " Company, " " we, " " us, " " our, ", and " MRDN " in this Report refer specifically to Meridian Holdings Inc., and its consolidated subsidiaries. In addition, unless the context otherwise requires and for the purposes of this report only: · " Exchange Act " refers to the Securities Exchange Act of 1934, as amended; · " SEC " or the " Commission " refers to the United States Securities and Exchange Commission; and · " Securities Act " refers to the Securities Act of 1933, as amended. As used in this Report, " EUR ", " € " or " Euros " means the official currency of the member states of the European Union; " GBP ", " £ " or " Pounds " means the currency of the United Kingdom and its associated territories; " USD ", " $ " or " dollars " means U.S. dollars; " RSD " or " dinars " means the Serbian Dinar, the official currency of Serbia; " AUD " means Australian dollars, " BRL " or " R$ " means the Brazilian Real, the official currency of Brazil, " PEN " means the Peruvian Sol, the official currency of Peru, and " TZS " means the Tanzanian Shilling, the official currency of Tanzania, provided that all dollar amounts in this Report are in U.S. dollars unless otherwise stated. Certain other capitalized terms used below but not otherwise defined have the meanings give to such terms in the Original Form 10-K, and this Amendment No. 1 should be read together with the Original Form 10-K. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on April 9, 2024, effective on April 1, 2024, we closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the " MeridianBet Purchase Agreement ") with Aleksandar Milovanović (" Milovanović "), Zoran Milošević (" Milošević ") and Snežana Božović (" Božović ", and collectively with Milovanović and Milošević , the " Sellers "), the former owners of (a) 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 "); (b) 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; (c) Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and (d) Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (" Meridian Gaming ", and collectively, (a) through (d), " MeridianBet Group "). Pursuant to the Purchase Agreement, on April 9, 2024 (the " Closing Date "), and effective on April 1, 2024, we acquired 100% of MeridianBet Group. Božović is Chief Operating Officer of Meridian Serbia, Secretary of MeridianBet Group, and a member of the Board of Directors of the Company; Milošević is the Chief Executive Officer of MeridianBet Group and Milovanović is a greater than 5% stockholder of the Company. On February 26, 2026, 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 "). The effects of the Reverse Split and Name Change have been retroactively affected throughout this Report, unless otherwise stated. TABLE OF CONTENTS

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