Mixed Martial Arts Group (MMA) closes $3M Series A preferred share private placement

Rhea-AI Filing Summary

Mixed Martial Arts Group Limited reported that it closed a private placement of 4,285,713 Series A Preferred Shares at $0.70 per share, generating approximately $3 million in gross proceeds. The company plans to use the funds to expand its platform and Web3 ecosystem, including fully activating its partnership with UFC GYM and supporting growth of its BJJLink gym software across fighters, gyms and fans worldwide.

Dominari Securities LLC served as exclusive placement agent and received warrants to purchase 342,857 ordinary shares at an exercise price of $0.70, exercisable for five years. The securities were issued in a transaction relying on exemptions from registration under Section 4(a)(2) and/or Rule 506, and the company agreed to register the ordinary shares issuable upon conversion of the preferred shares for the investors.

Insights

Equity capital markets analyst

MMA raises $3M via preferred share private placement to fund platform expansion.

Mixed Martial Arts Group Limited completed a private placement of 4,285,713 Series A Preferred Shares at $0.70 per share, for gross proceeds of about $3 million. This indicates the company is accessing external equity-linked capital rather than relying solely on internal cash generation or debt.

The company states it intends to use the net proceeds to advance its platform expansion and Web3 ecosystem strategy, including its UFC GYM partnership and BJJLink software adoption. This links the capital raise directly to growth initiatives rather than general corporate purposes, which helps clarify strategic priorities.

Dominari Securities LLC, as placement agent, received warrants to purchase 342,857 ordinary shares at $0.70, exercisable for five years, adding a potential future source of equity issuance. The company also granted registration rights for ordinary shares issuable upon conversion of the preferred shares, which sets the stage for future liquidity for investors once registration is effective.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number 001-41978

MIXED MARTIAL ARTS GROUP LIMITED

(Translation of registrant’s name into English)

Level 1, Suite 1, 29-33 The Corso

Manly, New South Wales 2095

+61 1800 151 865

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

MIXED MARTIAL ARTS GROUP LIMITED

EXPLANATORY NOTE

Private Placement

On December 31, 2025, Mixed Martial Arts Group Limited (the “Company”) closed the previously announced transactions contemplated by that certain Securities Purchase Agreement (the “Purchase Agreement”), dated December 29, 2025, between the Company and certain accredited investors party thereto (the “Investors”). Pursuant to the Purchase Agreement, the Company issued and sold in a private placement (the “Private Placement”) 4,285,713 Series A Preferred Shares (the “Shares”) at a purchase price per Share of $0.70, for aggregate gross proceeds of approximately $3 million, before deducting offering expenses. Dominari Securities LLC acted as exclusive placement agent for the Private Placement and was issued warrants to purchase 342,857 ordinary shares of the Company, which have an exercise price of $0.70 and are exercisable for a period of five years from the date of issuance. The placement agent warrant contains customary piggyback registration rights for a period of two years.

The Company also entered into a registration rights agreement with each Investor pursuant to which the Company will register the ordinary shares issuable upon conversion of the Shares.

The Company intends to use the net proceeds from the Private Placement to advance the Company’s platform expansion and build on recent momentum across its Web3 ecosystem strategy, fully activating its partnership with UFC GYM, capitalizing on the rapid growth of its gym software platform, BJJLink and adoption of its platform across the global community of fighters, gyms and fans.

The Shares and the shares issuable upon exercise of the placement agent warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.

On December 29 2025, the Company issued a press release titled “MMA.INC Announces $3 Million Private Placement Led by American Ventures LLC with Donald Trump Jr Investing in the Offering”. A copy of the press release is furnished as Exhibit 99.1 hereto.

Exhibit Index

Exhibit No.		Description
99.1		Press Release dated December 29, 2025

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MIXED MARTIAL ARTS GROUP LIMITED
Date:	December 31, 2025	By:	/s/ Nick Langton
		Name:	Nick Langton
		Title:	Founder and Chief Executive Officer

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FAQ

What capital did Mixed Martial Arts Group Limited (MMA) raise in the December 2025 private placement?

Mixed Martial Arts Group Limited raised approximately $3 million in gross proceeds by issuing 4,285,713 Series A Preferred Shares at $0.70 per share in a private placement.

What type of securities did MMA issue in this private offering and at what price?

The company issued 4,285,713 Series A Preferred Shares at a purchase price of $0.70 per share to accredited investors under a Securities Purchase Agreement dated December 29, 2025.

How does Mixed Martial Arts Group Limited intend to use the $3 million in proceeds?

MMA intends to use the net proceeds to advance its platform expansion and Web3 ecosystem strategy, fully activate its UFC GYM partnership, and support growth and adoption of its BJJLink gym software platform across fighters, gyms and fans globally.

What compensation did the placement agent receive in the MMA private placement?

Dominari Securities LLC, the exclusive placement agent, was issued warrants to purchase 342,857 ordinary shares with an exercise price of $0.70 per share, exercisable for five years from the date of issuance, and the warrant includes piggyback registration rights for two years.

Are the securities issued in MMA's private placement registered under the U.S. Securities Act?

No. The Series A Preferred Shares and the shares issuable upon exercise of the placement agent warrants have not been registered under the Securities Act of 1933 and were offered and sold in reliance on Section 4(a)(2) and/or Rule 506 exemptions.

What registration rights did MMA grant to investors in this transaction?

Mixed Martial Arts Group Limited entered into a registration rights agreement with each investor under which it will register the ordinary shares issuable upon conversion of the Series A Preferred Shares.

What announcement did MMA make related to this private placement on December 29, 2025?

On December 29, 2025, the company issued a press release titled “MMA.INC Announces $3 Million Private Placement Led by American Ventures LLC with Donald Trump Jr Investing in the Offering”, which is included as Exhibit 99.1.