Golden Matrix Group, Inc. (FormUPLOAD)

Benzinga Newsdesk 30-Aug-2025 2:01 AM

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                                                            May 20, 2025

Brian Goodman
Chief Executive Officer
Golden Matrix Group, Inc.
3651 Lindell Road, Ste. D131
Las Vegas, NV 89103

       Re: Golden Matrix Group, Inc.
           Registration Statement on Form S-3
           Filed May 2, 2025
           File No. 333-286935
Dear Brian Goodman:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
Incorporation of Certain Documents by Reference, page 3

1.     Please update your financial statements by incorporating by reference
your Form 10-
       K for the year ended December 31, 2024 filed on March 24, 2025 and your
Form 10-
       Q for the quarter ended March 31, 2025. In revising this section, please
consider the
       guidance in Compliance & Disclosure Interpretation (Securities Act
Forms) Question
       123.05 for guidance.
General

2.     We note your disclosure that Craig-Hallum Group LLC will sell up to
$14,700,000
       pursuant to an equity distribution agreement. However, we also note your
disclosure
       that under this agreement, you may sell up to $20,000,000, which is also
the amount
       provided by the agreement filed as Exhibit 1.1. Please revise your
provide consistent
 May 20, 2025
Page 2

       disclosure throughout your filing.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

        Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for
us to review any amendment prior to the requested effective date of the
registration
statement.

       Please contact Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453
with
any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:   John Gillies