UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIXED MARTIAL ARTS GROUP LIMITED (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) As filed with the Securities and Exchange Commission on January 16, 2026. Registration Statement No. 333- (Primary Standard Industrial Classification Code Number) Australia 7380 Not applicable (I.R.S. Employer Identification ...

Group 1 - Mixed Martial Arts Group Limited (MMA) completed a private placement worth $3 million, led by American Ventures, with contributions from Donald Trump Jr., resulting in an upward trend in MMA stock and increased trading volumes [1][2] - MMA operates as MMA.INC, a technology-enabled ecosystem targeting the global combat sports sector, incorporating gym management software, engagement platforms, and digital media properties, with operations in 16 nations and around 800 gyms [3] - MMA stock is currently trading at approximately $1.14, within a 52-week range of $0.60 to $3.07, and has underperformed compared to market leaders like the S&P 500 Index [4] Group 2 - The company has been unprofitable with severely negative margins, and there are no earnings or cash flow-related multiples available for valuation [5] - MMA currently trades at 17 times sales, which is considered a high multiple for a micro-cap company with a market capitalization of roughly $15 million [5]

Core Viewpoint - Mixed Martial Arts Group (MMA) has announced a private placement of Series A Preferred Stock to raise approximately $3 million to support its platform expansion and Web3 ecosystem strategy [1][3]. Group 1: Securities Offering - MMA has entered into definitive securities purchase agreements for the issuance of 4,285,714 shares of Series A Preferred Stock at a price of $0.70 per share, with a total gross proceeds of approximately $3 million before fees [1]. - The offering is led by American Ventures LLC, with Donald Trump Jr. participating as an investor, and Dominari Securities LLC acting as the exclusive placement agent [2]. - The private placement is expected to close on December 30, 2025, subject to customary closing conditions [2]. Group 2: Use of Proceeds - The proceeds from the offering will be utilized to advance the company's platform expansion, enhance its partnership with UFC GYM, and capitalize on the growth of its gym software platform, BJJLink [3]. Group 3: Additional Agreements - MMA has entered into an Equity Purchase Agreement with American Ventures, allowing for the purchase of up to $20 million of ordinary shares over time, subject to certain restrictions [4]. - A registration rights agreement has also been established with American Ventures to register up to $20 million of ordinary shares [4]. Group 4: Company Overview - MMA has over 5 million social media followers, 530,000 user profiles, 75,000+ active students, and 800 verified gyms across 16 countries, indicating a strong presence in the martial arts landscape [7]. - The company aims to create a unified ecosystem for martial arts fans, fighters, gyms, and coaches, focusing on real participation and achievement rather than speculation [8].

Core Insights - Mixed Martial Arts Group Limited (MMA.INC) has appointed Donald Trump Jr. as a Strategic Advisor to enhance its global recognition and accelerate the commercialization of its combat sports technology platforms [2][3] - The company has entered a 24-month Strategic Advisor Agreement with Mr. Trump Jr., issuing 1,500,000 securities as compensation, which are exercisable into ordinary shares [4] - MMA.INC operates four core business units aimed at transforming the combat sports industry, boasting over 5 million social media followers and 50,000 active students [5][7] Company Overview - MMA.INC is focused on increasing participation and engagement in combat sports among fans, athletes, coaches, and gym owners [5] - The company has established a significant presence with 530,000 user profiles, 18,000 published gyms, and 800 verified gyms across 16 countries [5] Strategic Initiatives - The appointment of Donald Trump Jr. is expected to strengthen the leadership team alongside prominent investor Conor McGregor [3][6] - The strategic focus includes leveraging technology and media expertise to enhance brand building and market reach [2][6] Business Units - The four core business units of MMA.INC include: - **TrainAlta**: A platform for structured training programs for MMA fans [7] - **Hype**: A marketing platform for gym owners, coaches, and athletes [7] - **MixedMartialArts.com**: A resource for MMA news and fighter data [7] - **BJJLink**: A gym management platform for Brazilian Jiu-Jitsu academies [7]

Core Insights - Conor McGregor, a significant shareholder in MMA.INC, supports the appointment of Laura Sanko to the Board of Directors, highlighting her pioneering role in MMA and her deep understanding of the sport [2][3][5] - Sanko's appointment is seen as a strategic move to enhance digital innovation and increase global participation in martial arts, aligning with the company's mission [5][6] - MMA.INC aims to convert 640 million global MMA fans into active participants, leveraging Sanko's experience and insights to guide key initiatives [3][6] Company Overview - MMA.INC operates four core business units: TrainAlta, Hype, MixedMartialArts.com, and BJJLink, focusing on transforming fans into active participants and providing resources for MMA stakeholders [8][9] - The company has a substantial social media presence with over 5 million followers, 530,000 user profiles, and 50,000 active students, indicating strong engagement within the martial arts community [9] - MMA.INC is committed to expanding access to martial arts training and enhancing the fan-to-participant experience through technology and storytelling [5][6]

Core Insights - Mixed Martial Arts Group Limited (MMA) is launching a Tokenized XP & Rewards Engine aimed at transforming the combat sports industry into a gamified digital economy [2][3] - The initiative is positioned as a first-to-market blockchain-based Web3 platform, creating an ecosystem where users can earn real currency through their engagement [3][4] - The combat sports market is valued at $9 billion, indicating significant potential for growth and innovation within this sector [3] Company Overview - MMA operates a platform that unifies training, fandom, creator tools, and crypto rewards, allowing users to earn tokenized digital rewards through various activities [8][10] - The company boasts a large community with over 5 million fans, 530,000 user profiles, and 50,000 active students across 800 verified gyms in 16 countries [9][10] - MMA's partnership with Morphotech enhances its capabilities in AI and blockchain, reinforcing its position as a pioneer in the Web3 space [3][8] Tokenized XP & Rewards System - Users earn experience points (XP) through training, content creation, and fan engagement, which are logged transparently on-chain and converted into digital assets [5][9] - The XP can be exchanged for various rewards, including gear, exclusive content, and fan perks, promoting a merit-based economy [9] - The design of the rewards system encourages user participation and creates demand through exclusive events and premium tiers [9] Market Potential - The global martial arts and combat sports fan base exceeds 700 million, indicating a large, digitally underserved market ripe for engagement and monetization [9][10] - MMA's platform is uniquely positioned to capitalize on this potential by driving participation and engagement among fans, athletes, coaches, and gym owners [10]

Core Insights - Mixed Martial Arts Group Limited (MMA) has appointed Laura Sanko, a prominent UFC broadcaster and former professional mixed martial artist, to its Board of Directors, effective immediately, highlighting the company's commitment to innovation and global participation in martial arts [1][4][5] Company Strategy - Sanko's appointment is expected to enhance MMA's strategic focus on leveraging high-profile expertise to improve its offerings and expand its global footprint, particularly through initiatives like the Warrior Training Program and the UFC GYM partnership [4][7] - The company aims to integrate Web 2.0 and Web 3.0 technologies into its platforms, supported by Sanko's insights and experience [4][5] Leadership and Expertise - Laura Sanko is recognized as the first female color commentator in the modern UFC era, bringing a wealth of expertise and a deep understanding of mixed martial arts to the board [5][6] - Her 19-year journey in Brazilian Jiu-Jitsu, culminating in a black belt promotion in April 2025, reflects her dedication to the sport and aligns with MMA's vision of making martial arts accessible to all [6][8] Community Engagement - Sanko's role will focus on driving participation in martial arts worldwide, emphasizing inclusivity in a traditionally male-dominated sport [7][8] - The company operates four core business units and has a significant social media presence with over 5 million followers, 530,000 user profiles, and 50,000 active students across 16 countries [10]

Core Insights - Mixed Martial Arts Group Limited (MMA) is innovating the combat sports industry by creating a blockchain-enabled platform aimed at enhancing the experience of martial arts for its 700 million global fans [1][2][5] - The platform will integrate Web 2.0 familiarity with Web 3.0 potential, featuring instant rewards, live competitions, and a creator-centric economy [2][4] - The partnership with Morphotech Pte Ltd will leverage blockchain technology to develop a resilient infrastructure and transparent smart contracts, facilitating a vibrant martial arts metaverse [3][5] Company Overview - MMA operates four core business units and has a significant online presence with over 5 million social media followers, 530,000 user profiles, 50,000 active students, and 800 verified gyms across 16 countries [6] - The company aims to drive participation and engagement among fans, athletes, coaches, and gym owners, transforming the martial arts landscape [6] Platform Features - Key features of the platform include a native utility token for governance, exclusive content, and microtransactions, promising fast performance and low fees [4] - Additional features include tokenized rewards systems, NFT marketplaces, competitive arenas, and immersive training tools [7] Future Vision - The CEO of MMA emphasizes that this initiative is not just a platform but a movement that will reshape the future of martial arts, aiming to dominate the Web3 sports entertainment landscape [5] - The company invites investors and fans to participate in this transformative journey, highlighting the potential for a new era in digital martial arts driven by community and innovation [5]

Core Viewpoint - Mixed Martial Arts Group Limited (MMA) has converted $250,000 in loans into common equity, reflecting confidence in the company's long-term vision and commitment to transforming consumer engagement in martial arts and combat sports [1][2][3] Financial Actions - The loans were converted at the offering price of a recently completed $5 million public offering, indicating a transparent expression of confidence in the company [2] - The conversion was made on an interest-free basis, with no additional incentives, highlighting the founders' commitment to the company's growth [2] Leadership Statements - CEO Nick Langton emphasized that the conversion of debt into equity is a strong endorsement of the company's vision and positions the platform to lead a global movement in martial arts [3] - Chairman Vaughn Taylor noted that the founders' investment on the same terms as new investors signals a commitment to building a scalable and impactful business [3] Company Overview - MMA operates four core business units aimed at enhancing participation and engagement in the combat sports industry, with over 5 million social media followers and 50,000 active students [4] - The company has 18,000 published gyms and 800 verified gyms across 16 countries, showcasing its extensive reach and influence in the martial arts landscape [4]

Core Viewpoint - Mixed Martial Arts Group Limited (MMA) successfully closed a public offering of 6,578,948 ordinary shares at a price of $0.76 per share, raising approximately $5.0 million in gross proceeds before expenses [1][2]. Group 1: Offering Details - The offering was conducted under a registration statement declared effective by the SEC on June 12, 2025, and was made via a written prospectus [3]. - WestPark Capital, Inc. served as the Sole Book-Runner for the offering [2]. Group 2: Use of Proceeds - The net proceeds from the offering will be allocated towards product development, marketing and advertising, scaling sales efforts, and general working capital [2]. Group 3: Company Overview - MMA operates four core business units and has a significant online presence with over 5 million social media followers, 530,000 user profiles, 50,000 active students, and 800 verified gyms across 16 countries [5].