F-1/A: MMA Group Amends F-1, Details Share Issuances

Mixed Martial Arts Group Limited filed an amendment to its F-1 registration statement, primarily to update a legal opinion and disclose recent issuances of unregistered securities, including an ambassador agreement with Conor McGregor.

Summary

• Amendment No. 1 to the F-1 Registration Statement (File No. 333-292799) was filed on January 26, 2026, primarily to file an updated legal opinion as Exhibit 5.1.
• The filing details various issuances of unregistered securities between September 2024 and December 2025.
• Conor McGregor was appointed as a global ambassador in September 2024, receiving 700,000 performance share rights, with 150,000 vesting upon execution and the remainder vesting at share price triggers of $7.50, $10.00, $15.00, and $20.00.
• In November 2024, the company issued 1,140,388 Ordinary Shares at $1.68, raising approximately $1,915,852 in a placement.
• The company completed the acquisition of BJJ Link assets in December 2024, issuing 315,789 Ordinary Shares as part consideration, and a further 769,231 Ordinary Shares at $1.30 per share in December 2025 as deferred consideration.
• Various employees, ambassadors, and consultants received share rights under the Employee Incentive Plan (EIP), totaling 139,500 in September 2024 (50% vested Oct 2025, balance Oct 2026, 92,500 canceled), 408,310 in March 2025 (90,000 vest March 2026, 60,000 in tranches March 2026-2028, 315,601 already vested), and 60,000 in April 2025 (vest April 2027).
• Officers received 60,000 share rights in April 2025 under the EIP.
• The Chairman and CEO received 164,474 ordinary shares in July 2025 for conversion of partial loans.
• Think Equity Nominees received 50,000 Ordinary Shares and 300,000 warrants (exercise price $1.50, 5-year term) in July 2025 as part of a deed of separation.
• Officers and senior management received 2,550,000 restricted stock units and 3,310,922 performance rights under the EIP in July and August 2025.
• Non-US investors purchased 925,000 Ordinary Shares for an aggregate of $925,000 in October and November 2025.
• The Chairman and CEO received 1,600,000 restricted stock units vesting over 3 years in November 2025, and other officers received 200,000 restricted stock units vesting in 12 months in lieu of cash compensation.
• Independent contractors received 112,000 Ordinary Shares in November 2024, 87,000 in January 2025, 40,250 in July 2025, 616,165 in November 2025, and 600,000 in December 2025 as compensation for services.
• The company issued 5,538 Ordinary Shares in November 2024 relating to the exercise of options by previous employees.
• The legal opinion (Exhibit 5.1) confirms the company is duly incorporated, shares are authorized, and when issued and paid for, will be validly issued, fully paid, and non-assessable.

Sentiment

Score: 6

Explanation: The filing is primarily procedural, but the disclosure of significant capital raises, the acquisition of BJJ Link, and the high-profile ambassador agreement with Conor McGregor are positive indicators for growth and market presence. However, board resignations and canceled share rights introduce some minor negative aspects.

Positives

• Secured Conor McGregor as a global ambassador, enhancing brand visibility and market reach.
• Successfully raised approximately $1,915,852 through a placement of 1,140,388 Ordinary Shares at $1.68.
• Completed the acquisition of BJJ Link assets, expanding the company's offerings.
• Issued shares to non-US investors, raising $925,000.
• Legal opinion confirms the validity and non-assessable nature of the shares being offered.

Negatives

• A significant number of share rights (92,500) issued to employees/ambassadors/consultants were canceled.
• Issued 50,000 Ordinary Shares and 300,000 warrants to Think Equity Nominees as part of a deed of separation relating to a prior underwriting agreement, which could imply a terminated or problematic prior arrangement.
• Issued 125,000 Ordinary Shares to Angel Liriano and 100,000 to David Piedra as part of a deed of separation relating to their resignation from the board.

Risks

• Australian law limits indemnification of officers and directors for liabilities owed to the company, liabilities for pecuniary penalties, liabilities not arising from good faith conduct, and legal costs in certain unsuccessful defenses (e.g., found guilty in criminal proceedings, grounds for court order established by ASIC/liquidator).
• The SEC's opinion states that indemnification for liabilities under the Securities Act is against public policy and unenforceable, except for successful defense expenses.

Future Outlook

The company intends to delay the effective date of this registration statement until a further amendment is filed or the SEC determines its effectiveness, indicating ongoing procedural steps for its public offering. The offering includes up to 19,047,619 ordinary shares, including 400,000 warrant shares, pursuant to an equity purchase agreement with American Ventures LLC, Series XL MMA ELOC.

Management Comments

• The registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1.

Industry Context

Mixed Martial Arts Group Limited operates in the mixed martial arts and technology sector, as evidenced by its name, the appointment of Conor McGregor as a global ambassador, and the acquisition of BJJ Link. The company is actively expanding its equity base and engaging key industry figures, positioning itself within the growing global combat sports and related technology market.

Management Changes

Corporate Governance

Legal Proceedings

• Indemnification provisions address legal costs incurred in defending actions where an officer or director is found to have a non-indemnifiable liability, found guilty in criminal proceedings, or where grounds for a court order by ASIC/liquidator are established.

Related Party Transactions

• In July 2025, 164,474 ordinary shares were issued to the Chairman and CEO for the conversion of partial loans owed to them.

Stakeholder Impact

• Shareholders: Potential dilution from numerous share and share rights issuances, but also potential for growth from capital raises, ambassador agreements, and acquisitions. The F-1 registration itself is for a public offering.
• Employees/Ambassadors/Consultants: Benefited from significant share rights and restricted stock unit issuances under the EIP, aligning their interests with company performance.
• Directors/Officers: Provided with indemnification under Australian law, but face limitations regarding U.S. Securities Act liabilities. Some directors resigned, receiving shares as part of separation.
• Creditors: Loans to Chairman and CEO were converted to equity, potentially reducing debt obligations.

Next Steps

• File a further amendment to the registration statement to declare its effectiveness or await SEC determination.
• Issue up to 19,047,619 ordinary shares, including 400,000 warrant shares, pursuant to the equity purchase agreement.
• Future vesting of performance share rights for Conor McGregor based on share price triggers ($7.50, $10.00, $15.00, $20.00).
• Future vesting of various employee/officer share rights and restricted stock units on specified dates (e.g., October 1, 2026, March 6, 2026, April 2027, and tranches between March 2026 and March 2028).

Key Dates

Keywords

Mixed Martial Arts Group, F-1/A, SEC Filing, Registration Statement, Unregistered Securities, Share Issuance, Conor McGregor, Global Ambassador, BJJ Link Acquisition, Equity Purchase Agreement, Corporate Governance, Indemnification, Performance Share Rights, Restricted Stock Units, Warrants, Capital Raise, MMA, Australia