F-1/A: Alta Global Group Files Amendment No. 3 to Form F-1 for IPO on NYSE American

Alta Global Group Limited, an Australian technology company focused on the martial arts and combat sports industry, has filed an amendment to its Form F-1 registration statement for an initial public offering of 1,300,000 ordinary shares, aiming to list on the NYSE American under the symbol MMA.

Summary

• Alta Global Group Limited, an Australian company, has filed Amendment No. 3 to its Form F-1 registration statement with the SEC for an IPO.
• The company plans to offer 1,300,000 ordinary shares with an anticipated initial public offering price between US$4.00 and US$6.00 per share.
• Alta Global Group Limited intends to list its Ordinary Shares on the NYSE American under the symbol MMA.
• The company is an emerging growth company and a foreign private issuer, which allows it to take advantage of reduced reporting requirements.
• Alta Global Group Limited's business focuses on providing a technology platform for the martial arts and combat sports industry, offering training programs, community features, and gym management solutions.
• The company's key products include the Warrior Training Program, UFC Fight Fit Program, Alta Academy, and the Alta Community platform.
• Alta Global Group Limited has a curated gym network database of 4,191 gyms, with 379 active gyms registered on its platform.
• The company acquired Steppen Pty Ltd, a fitness technology company, and Mixed Martial Arts LLC, an independent MMA media company, in September and October 2023, respectively.
• Alta Global Group Limited intends to use the net proceeds from the IPO for product development, scaling up sales and marketing, redeeming a convertible note facility, and for general working capital and corporate purposes.
• The company's financial statements are prepared in accordance with IFRS.
• Alta Global Group Limited has incurred operating losses in the past and may continue to do so in the future.
• The company's auditor has raised substantial doubt about its ability to continue as a going concern.
• Alta Global Group Limited effectuated a four-for-five (4:5) reverse share split of its Ordinary Shares on January 24, 2024.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While the company is pursuing growth initiatives and has made strategic acquisitions, it also faces financial challenges, including operating losses and concerns about its ability to continue as a going concern. The IPO is a positive step, but the risks associated with the company's financial position and the competitive market temper the overall sentiment.

Positives

• Alta Global Group Limited has a significant database of gyms and a growing network of partner gym communities.
• The company has a diverse product suite catering to different segments of the martial arts and combat sports community.
• Alta Global Group Limited has secured key talent and ambassadors in the MMA sector.
• The company has made strategic acquisitions to expand its platform and reach.
• Alta Global Group Limited intends to use the IPO proceeds to scale up its sales and marketing efforts and further develop its product platform.

Negatives

• Alta Global Group Limited has incurred operating losses in the past and may continue to do so in the future.
• The company's auditor has raised substantial doubt about its ability to continue as a going concern.
• The company's in-gym programming has been and may in the future be materially impacted by the ongoing COVID-19 pandemic, and could be impacted by similar events in the future.
• The company's ability to generate revenue is subject to many factors, including many that are beyond its control, such as general macroeconomic conditions.

Risks

• The company will require substantial capital to finance its operations, which may not be available on acceptable terms, or at all.
• Changes in public and consumer tastes and preferences and industry trends could reduce demand for our services and content offerings and adversely affect our business.
• The company relies on technology, such as its information systems, to conduct its business, and failure to protect its technology against breakdowns and security breaches could adversely affect its business.
• The company's partner gyms could take actions that harm its business.
• The company may be unsuccessful in any strategic acquisitions and investments, and it may pursue acquisitions or investments for their strategic value in spite of the risk of lack of profitability.
• The company is subject to risks associated with operating in international markets.
• The company may not be able to attract and retain key professional fighters or coaches.
• The company is an emerging growth company, and its election to comply with the reduced disclosure requirements as a public company may make its Ordinary Shares less attractive to investors.
• If the company fails to establish and maintain proper internal controls, its ability to produce accurate financial statements or comply with applicable regulations could be impaired.
• Because there is no existing market for the company's Ordinary Shares, its initial public offering price may not be indicative of the market price of its Ordinary Shares after this offering, an active trading market in its Ordinary Shares may not develop or be sustained and the market price of its Ordinary Shares could fluctuate significantly, and you could lose all or part of your investment.
• The NYSE American may delist the company's Ordinary Shares from trading on its exchange, which could limit investors ability to make transactions in its Ordinary Shares and subject it to additional trading restrictions.
• Anti-takeover provisions in the company's Constitution and its right to issue preference shares could make a third-party acquisition of it difficult.

Future Outlook

The company expects that the next phase of its growth will be driven by expanding its product set to meet the demand of the martial arts and combat sports community, with a focus on technology to catalyze community-led growth.

Industry Context

The announcement highlights Alta Global Group's attempt to capitalize on the growing interest in MMA and combat sports by offering a technology platform that connects fans with gyms and training programs, addressing the underserved market and systemic problems within the sector.

Comparison to Industry Standards

• The document mentions IBISWorld statistics indicating a US$12.6 billion annual revenue for martial arts and combat sports gyms in the US in 2023.
• The document mentions Sports & Fitness Industry Associations Single Sport Reports for Martial Arts and Boxing Fitness, it is expected that more than 11.8 million people will engage in various martial arts and combat sports disciplines in 2023.
• The document mentions UFC Gym has the option to introduce the 10 week program across its network of over 150 global locations.

Related Party Transactions

• For the fiscal year ending June 30, 2023, Mr. Taylor reinvested into the Company 100% of his board fees earned from July 1, 2022 to March 31, 2023, and 50% of his board fees earned from April 1, 2023 to June 30, 2023, totaling A$131,250 via the purchase of 131,250 Series A Extension Notes.
• For the fiscal year ending June 30, 2023, Mr. Williams reinvested into the Company 100% of his board fees earned from July 1, 2022 to March 31, 2023, and 50% of his board fees earned from April 1, 2023 to June 30, 2023, totaling A$65,625 via the purchase of 65,625 Series A Extension Notes.

Stakeholder Impact

• Shareholders face potential dilution from future share issuances.
• Shareholders are subject to risks associated with the company's ability to achieve and maintain profitability.
• Employees may be affected by the company's ability to retain key personnel and manage its growth effectively.
• Partner gyms may be impacted by the company's ability to attract and retain members and secure suitable partner gyms.

Next Steps

• The company intends to apply to list its Ordinary Shares on the NYSE American under the symbol MMA.
• The company intends to use the net proceeds from this offering for product development, scaling up sales and marketing, redeeming a convertible note facility, and for general working capital and corporate purposes.

Key Dates

Keywords

IPO, initial public offering, martial arts, combat sports, technology platform, training programs, Alta Global Group, MMA, NYSE American, Steppen, Mixed Martial Arts LLC