Meridian Holdings Inc 2025年度报告

FORM10-K/A(Amendment No. 1)____________________________ (Mark One)☒ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant 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-basedcompensation 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, 2025, the last day of the registrant’s most recently completed second quarter, the aggregate market value of the CommonStock held by non-affiliates of the registrant was approximately $36,067,350, based upon the closing price of the registrant’s CommonStock on the Nasdaq Capital Market of $20.40 on June 30, 2025, the last trading day prior to June 30, 2025. For purposes ofcalculating 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% orgreater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would As of April 30, 2026, the registrant had12,669,479shares of its common stock, $0.00001 par value, outstanding, after giving effect tothe Reverse Stock Split (discussed below). This amount includes shares of common stock issued upon the settlement of restricted stock DOCUMENTS INCORPORATED BY REFERENCE None. Explanatory Note On March 31, 2026, Meridian Holdings Inc. filed its Annual Report on Form10-K for the fiscal year ended December 31,2025 (the “Original Form10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). The Original Form 10-K omittedcertain disclosures under Part III, Items 10, 11, 12, 13 and 14 of Form10-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 We currently do not expect to file our definitive proxy statement for the 2026 annual meeting of our stockholders within 120days of December 31, 2025. Accordingly, we are filing this Amendment No. 1 to the Original Form 10-K (this “Amendment No. 1” or 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 (CertainRelationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) of delete the reference on the cover of the Original Form 10-K regarding the incorporation by reference into Part III of theOriginal Form 10-K of portions of our definitive proxy statement to be delivered to stockholders and filed with the SEC in  file new certifications of our principal executive officer and principal financial officer as exhibits to this