Meridian Holdings Inc./NV

The Company (through RKings) maintains office and warehousing which are month-to-month rental arrangements that can be terminated by either the landlord or tenant with 30 days’ notice.

The Company (through Classics For a Cause) maintains office and warehousing which are month-to-month rental arrangements that can be terminated by either the landlord or tenant with 30 days’ notice.

The Company maintains a Virtual Managed Office at 3651 Lindell Road, Ste D555 Las Vegas NV, 89103, which serves as its principal business location. The office is managed by BSSI, a business solutions provider.

As of December 31, 2025, we also leased property in the following countries around the world that serve as our 237 retail locations, as set forth below.

Country · # of Leased Stores

Europe · 220

Africa · 17

Total leased retail stores · 237

The Company believes its existing facilities and equipment, which are used by all reportable segments, are in good operating condition and are suitable for the conduct of its business.

• The Company’s ongoing 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 operates in a rapidly evolving industry and if it fails to successfully develop, market or sell new products or adopt new technology, it could materially adversely affect its results of operations and financial condition.
• The Company relies on third-party providers to validate the identity and 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, the business, financial condition and results of operations of the Company could be adversely affected.
• The Company relies on third-party payment processors to process deposits and withdrawals made by users, and if they cannot manage their relationships with such third parties and other payment-related risks, their business, financial condition and results of operations could be adversely affected.
• If the Company is not able to compete effectively against companies with greater resources, the Company’s prospects for future success will be jeopardized.
• In the past we have been affected by, and in the future, we may be affected by, unauthorized transfers, withdrawals, wires, charges, checks and payments, from our bank accounts and service providers.
• The online gaming industry is highly competitive, and if the Company fails to compete effectively, it could experience price reductions, reduced margins or loss of revenues.
• 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.
• MeridianBet Group’s operations are subject to potential future disruptions from military activities, skirmishes, coups, terrorist activities and wars, in the Balkans.
• 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.
• Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, bank closures or FDIC takeovers, could adversely affect our business, financial condition or results of operations.
• 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.
• Because certain 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.
• Our results of operations may be adversely affected by fluctuations in currency values.
• The Company depends on the services of key personnel to execute its business strategy. If it loses the services of its key personnel or we are unable to attract and retain other qualified personnel, we may be unable to operate our business effectively.
• We rely on third party cloud services and such providers or services have in the past, and may in the future, encounter technical problems and service interruptions.
• Our operations rely heavily on an uninterrupted supply of electrical power.
• Our business is vulnerable to changing economic conditions and to other factors that adversely affect the industries in which we operate.
• The Company’s results of operations could be affected by natural events in the locations in which we operate or where our customers or service providers operate and we do not currently have insurance in place to mitigate such risks.
• Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.
• There is a risk that the Company’s network systems will be unable to meet the growing demand for its online products.
• Malfunctions of third-party communications infrastructure, hardware and software expose us to a variety of risks we cannot control.
• The operations of the Company are seasonal.
• Risks Related to Regulation
• Our products are generally part of new and evolving industries, which presents significant uncertainty and business risks.
• Changes in the UK government’s or the Republic of Ireland’s rules relating to gaming could have a material negative impact on our business.
• We are subject to 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.
• The Company’s ability to operate in the U.S. is currently, and may continue to be, limited.
• 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.
• Our product offerings must be approved in most regulated jurisdictions in which they are offered; this process cannot be assured or guaranteed.
• Legislative and regulatory changes could negatively affect our business and the business of our customers.
• Material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming could have a material adverse effect on our future financial results.
• Gaming opponents may persist in their efforts to curtail the expansion of legalized gaming, which, if successful, could limit the growth of our operations.
• Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations.
• The gaming industry is highly regulated, and we must adhere to various regulations and maintain applicable licenses to continue our operations. Failure to abide by regulations or maintain applicable licenses could be disruptive to our business and could adversely affect our operations.
• We may be unable to obtain licenses in new jurisdictions where we or our customers operate.
• Privacy concerns could result in regulatory changes and impose additional costs and liabilities on the Company, limit its use of information, and adversely affect its business.
• Risks Related to Intellectual Property and Technology
• If 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.
• Risks Related to our Management
• We rely on our management and if they were to leave our company our business plan could be adversely affected.
• 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.
• Aleksandar Milovanović beneficially owns greater than 50% of our outstanding shares of common stock, which means that we are deemed a “controlled company” under the rules of Nasdaq and allows him to exercise significant voting control over us, which limits shareholders’ abilities to influence corporate matters and could delay or prevent a change in corporate control.
• The employment agreements of Ms. Weiting ‘Cathy’ Feng, our Chief Operating 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 for the payment of certain severance payments upon termination.
• Potential competition from existing executive officers, after they leave our employment, and the Meridian Sellers, subject to the non-compete terms of the MeridianBet Purchase Agreement, could negatively impact the profitability of the Company.
• 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
• Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders.
• Certain warrants we have granted include anti-dilutive rights
• There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares. The market price of our common stock has been, and may continue to be, volatile.
• Our common stock may continue to be followed by only a limited number of analysts and there may continue to be a limited number of institutions acting as market makers for our common stock.
• 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.
• Our stock repurchases are discretionary and even if effected, they may not achieve the desired objectives.
• The issuance of common stock upon exercise of warrants will cause immediate and substantial dilution to existing shareholders.
• Risks Related to the Use of Artificial Intelligence
• Compliance, Reporting and Listing Risks
• We incur significant costs to ensure compliance with U.S. and Nasdaq Capital Market reporting and corporate governance requirements.
• We need to meet certain continued listing requirements of The Nasdaq Capital Market in order to not have our common stock delisted from such markets.
• Risks Related To our Governing Documents and Nevada Law
• Our Bylaws, as amended, provide for indemnification of officers and directors at our expense, which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers or directors.
• Our Articles of Incorporation contain a specific provision that limits the liability of our directors and officers for monetary damages to the Company and the Company’s shareholders to the fullest extent permitted by Nevada law and require us, under certain circumstances, to indemnify officers, directors and employees.