Exhibit
99.1
The
six months ended December 31, 2025 was a period of significant progress for Mixed Martial Arts Group Limited (the “Company”).
During the half-year the Company strengthened its balance sheet to a positive net asset position, accelerated the rollout of its training
programs, deepened its strategic partnership with UFC Gym and grew recurring SaaS and payments revenue, while materially reducing both
its core operating cost base and its finance costs.
Management’s
focus during the half-year remained on disciplined operating execution, leveraging partnerships (including UFC Gym) and progressing product
initiatives designed to reduce onboarding friction and increase SaaS conversion velocity, positioning the Company for accelerated program
delivery in the second half of FY2026.
Unless
otherwise stated, figures in the following discussion are presented in millions of Australian dollars (A$m) and may not sum due to rounding.
Highlights
for the half year ended December 31, 2025 (unaudited)
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Returned
to a positive net asset position of A$3.26m at December 31, 2025, compared with net liabilities of A$(1.38)m at June 30, 2025, a
turnaround of approximately A$4.65m. |
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Trade
and other receivables of A$4.08m include net proceeds receivable of USD2.567m from the December 31, 2025 capital raise, received
into the Company’s bank account on January 1, 2026 (after the reporting date; translated at an exchange rate of A$1.49 per
US$1.00). |
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Pre-funded
warrants of A$6.11m recognized in equity at June 30, 2025 were converted to issued capital during the half-year, resulting in a nil
balance at December 31, 2025. |
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Non-current
deferred consideration reduced to nil (from A$1.80m at June 30, 2025) following settlement of the Anniversary 1 BJJLink acquisition
consideration via equity issuance; current deferred consideration was A$1.80m at period end. |
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Finance
costs were A$0.02m for the half-year, reflecting the Company’s simplified financing profile following the conversion of its
convertible notes. |
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Program
scale accelerated with 50+ training programs launched in HY1 FY26. |
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BJJLink
SaaS continued to grow, with product releases designed to reduce implementation friction and support lower-touch onboarding. Payments
processed through the BJJLink platform reached an annualized run-rate of approximately A$18m in transaction volume as at January
2026. |
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Continued
execution of the Company’s partnership-led distribution strategy via UFC Gym’s global network. |
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Revenue
from program fees (gross) of A$0.76m, SaaS revenue of A$0.21m and other income of A$0.09m for the six months ended December 31, 2025;
total revenue, net of contractual payments to partner gyms, was A$0.63m. |
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Core
operating expenses of A$3.67m after excluding non-cash items and items not reflective of the ongoing cost base (share-based payments
of A$2.73m, depreciation and amortization of A$0.78m, corporate advisory expenses of A$1.56m, listing and compliance expenses of
A$0.30m, and a net foreign exchange gain of A$0.07m); total operating expenses were A$8.97m. |
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Adjusted
EBITDA of A$(4.83)m for the half-year, excluding finance costs, income tax, depreciation and amortization, and non-cash share-based
payments. |
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Operating
loss of A$(8.34)m and loss after income tax of A$(8.35)m for the period. |
Operational
progress and near-term priorities
Management
highlights strong progress and focus in the following areas: (i) acceleration in program scale (50+ training programs launched in HY1);
(ii) continued focus on BJJLink SaaS growth and product releases designed to reduce implementation friction and lower-touch onboarding;
(iii) a growing payments infrastructure supported by BJJLink (including an annualized run-rate of payments processed of approximately
A$18m in transaction volume as at January 2026); and (iv) continued execution of a partnership-led distribution strategy via UFC Gym’s
global network.
Financial
Results for the Six Months Ended December 31, 2025 – unaudited
Unaudited
six months ended December 31, 2025 and audited year ended June 30, 2025.
Revenue
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Revenue
from program fees (gross) was A$0.76m for the six months ended December 31, 2025, driven by the continued rollout of the Company’s
Warrior Training Programs (with 50+ programs launched in the half) and growth in participant numbers, partly offset by contractual
payments to partner gyms of A$0.42m (net revenue from program fees: A$0.33m). |
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SaaS
revenue was A$0.21m, reflecting a full six-month contribution from the BJJLink platform (acquired December 2024), together with the
Company’s other platform assets, through subscription and transaction-based income. |
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Other
income was A$0.09m for the interim period. The half-year result does not yet include an R&D tax incentive claim, as the related
income tax return had not been lodged by December 31, 2025; the return was subsequently lodged and an R&D tax incentive rebate
of A$0.38m was received in April 2026. |
Total
revenue for the six months ended December 31, 2025 was A$0.63m.
Operating
expenses
The
Company’s core operating expenses for the six months ended December 31, 2025 were A$3.67m, reflecting a disciplined operating cost
base, of which employee salaries and benefits represented A$2.27m. This excludes non-cash items and items not reflective of the ongoing
cost base: share-based payments of A$2.73m (non-cash), depreciation and amortization of A$0.78m (non-cash), corporate advisory expenses
of A$1.56m, and listing and compliance expenses of A$0.30m. Including these items, total operating expenses for the six months ended
December 31, 2025 were A$8.97m.
Adjusted
EBITDA, operating loss and net loss
On
a non-IFRS basis, the Company recorded an Adjusted EBITDA of A$(4.83)m for the six months ended December 31, 2025, which excludes finance
costs, income tax, depreciation and amortization, and non-cash share-based payments. Finance costs were A$0.02m, reflecting the Company’s
simplified financing profile following the conversion of its convertible notes. On an IFRS basis, the Company recorded an operating loss
of A$(8.34)m and a loss after income tax of A$(8.35)m for the half-year, the majority of which comprised non-cash items, principally
share-based payments and depreciation and amortization.
Financial
Position as at December 31, 2025 – unaudited
Unaudited
as at December 31, 2025 and audited as at June 30, 2025.
As
at December 31, 2025, the Company reported a positive net asset position (equity) of A$3.26m, comprising total assets of A$9.61m and
total liabilities of A$6.34m. This represents a significant improvement from June 30, 2025, when the Company reported net liabilities
of A$(1.38)m; the balance sheet moved from deficit to positive equity (an improvement of approximately A$4.65m).
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Trade
and other receivables were A$4.08m at December 31, 2025 and include the net proceeds receivable of USD2.567m from the December 31,
2025 capital raise, which were received into the Company’s bank account on January 1, 2026 (after the reporting date). |
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Non-current
deferred consideration reduced to nil at December 31, 2025 (from A$1.80m at June 30, 2025) following payment of the Anniversary 1
BJJLink acquisition consideration via equity issuance; current deferred consideration was A$1.80m at period end. |
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Pre-funded
warrants recognized in equity at June 30, 2025 (A$6.11m) were converted to issued capital during the half-year, resulting in a nil
pre-funded warrant balance at December 31, 2025. |
Going
Concern
The
Company has incurred operating losses and net cash outflows from operating activities, and its ability to continue as a going concern
is dependent on its ability to raise additional financing and/or generate sufficient cash from operations. The Company’s audited
consolidated financial statements for the year ended June 30, 2025 were prepared on a going concern basis, and the report of the Company’s
independent registered public accounting firm on those financial statements included an explanatory paragraph expressing substantial
doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain sufficient funding on acceptable
terms, it may be required to delay, reduce the scope of, or eliminate its activities and may be unable to continue as a going concern,
in which case the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. For further
information regarding these risks, see “Item 3. Key Information – D. Risk Factors” in the Company’s Annual Report
on Form 20-F for the year ended June 30, 2025. The Company’s financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
About
Non-IFRS Financial Measures
Our
results include certain non-IFRS financial measures, including core operating expenses and Adjusted EBITDA. Management believes that
the use of these non-IFRS financial measures provides consistency and comparability with our past financial performance, facilitates
period-to-period comparisons of our results of operations, and also facilitates comparisons with peer companies, many of which use similar
non-IFRS financial measures to supplement their IFRS results. Non-IFRS results are presented for supplemental informational purposes
only to aid in understanding our results of operations. The non-IFRS results should not be considered a substitute for financial information
presented in accordance with IFRS and may be different from non-IFRS measures used by other companies.
Reconciliation
of IFRS Financial Measures to Adjusted EBITDA (A$):
| | |
6 months ended
Dec 31, 2025
(Unaudited) | | |
Year ended
Jun 30, 2025
(Audited) | |
| | |
| A$ | | |
| A$ | |
| Loss after income tax expense for the period | |
| (8,354,412 | ) | |
| (26,016,967 | ) |
| Income tax expense | |
| - | | |
| - | |
| IFRS Loss before income tax expense | |
| (8,354,412 | ) | |
| (26,016,967 | ) |
| Finance costs | |
| 17,553 | | |
| 314,498 | |
| Share-based payments (non-cash) | |
| 2,728,882 | | |
| 9,716,016 | |
| Depreciation and amortization | |
| 779,577 | | |
| 1,066,503 | |
| Adjusted EBITDA (non-IFRS) | |
| (4,828,400 | ) | |
| (14,919,950 | ) |
Note:
Adjusted EBITDA is a non-IFRS measure defined as loss before income tax, finance costs, depreciation and amortization, and share-based
payments. The Company had no income tax expense or discontinued operations in either period presented.
Non-IFRS
Financial Measure: Core Operating Expenses
Management
monitors a “core operating expenses” measure to assess underlying operating cost trends, excluding items that are either
non-cash in nature or not reflective of the ongoing cost base of the business. Core operating expenses are defined as total operating
expenses excluding: (i) corporate advisory expenses; (ii) listing and compliance expenses; (iii) share-based payments; (iv) depreciation
and amortization; and (v) net foreign exchange loss/(gain).
For
the six months ended December 31, 2025, core operating expenses were A$3.67m. The principal cost components in the half-year were employee
salaries and benefits (A$2.27m), professional fees (A$0.56m), program expenses (A$0.21m), IT costs (A$0.25m) and other expenses (A$0.58m),
partly offset by a net advertising credit of A$(0.19)m.
A
reconciliation of IFRS (“International Financial Reporting Standards”) to non-IFRS financial measures has been provided in
the tables below. An explanation of these measures is also included above, under the heading “About Non-IFRS Financial Measures.”
Reconciliation
of IFRS Financial Measures to Core Operating Expenses (A$):
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6 months ended
Dec 31, 2025
(Unaudited) | | |
Year ended
Jun 30, 2025
(Audited) | |
| | |
| A$ | | |
| A$ | |
| IFRS Total operating expenses | |
| 8,967,005 | | |
| 27,080,390 | |
| Less: Corporate advisory | |
| (1,560,604 | ) | |
| (4,780,451 | ) |
| Less: Listing & compliance | |
| (296,098 | ) | |
| (1,758,214 | ) |
| Less: Share-based payments (non-cash) | |
| (2,728,882 | ) | |
| (9,716,016 | ) |
| Less: Depreciation & amortization (non-cash) | |
| (779,577 | ) | |
| (1,066,503 | ) |
| Net foreign exchange (gain)/loss adjustment | |
| 67,362 | | |
| (12,618 | ) |
| Core operating expenses (non-IFRS) | |
| 3,669,206 | | |
| 9,746,588 | |
Note:
Net foreign exchange was a gain in the interim period; accordingly it is added back (as a positive adjustment) to remove the FX benefit
from the core operating expenses measure.
FINANCIAL
TABLES FOLLOW
The
interim financial information set out below is unaudited and has not been reviewed by the Company’s independent registered public
accounting firm.
Mixed
Martial Arts Group Limited
Consolidated
Statement of Profit or Loss and other Comprehensive Loss
For
the Six Months Ended December 31, 2025
(Unaudited)
| | |
Unaudited
Six Months Ended
December 31, 2025 | | |
Audited
Year ended
June 30, 2025 | |
| | |
A$ | | |
A$ | |
| Revenue | |
| | | |
| | |
| Revenue from Program Fees | |
| 755,587 | | |
| 1,578,287 | |
| Less: Contractual payments to gyms | |
| (424,923 | ) | |
| (935,823 | ) |
| Net Revenue from Program Fees | |
| 330,664 | | |
| 642,464 | |
| SaaS Revenue | |
| 211,652 | | |
| 289,660 | |
| Other Income | |
| 87,830 | | |
| 445,797 | |
| Total Revenue | |
| 630,146 | | |
| 1,377,921 | |
| Expenses | |
| | | |
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| Program expenses | |
| 209,162 | | |
| 213,410 | |
| Employee salaries and benefits | |
| 2,265,476 | | |
| 5,708,574 | |
| Advertising fees | |
| (189,517 | ) | |
| 442,003 | |
| Professional fees | |
| 558,923 | | |
| 1,068,458 | |
| IT costs | |
| 246,629 | | |
| 483,102 | |
| Other expenses | |
| 578,533 | | |
| 1,831,041 | |
| Investor relations and corporate advisory expenses | |
| 1,560,604 | | |
| 4,780,451 | |
| Listing and compliance expenses | |
| 296,098 | | |
| 1,758,214 | |
| Share based payments | |
| 2,728,882 | | |
| 9,716,016 | |
| Depreciation and amortization | |
| 779,577 | | |
| 1,066,503 | |
| Net foreign exchange (gain)/loss | |
| (67,362 | ) | |
| 12,618 | |
| Total operating expenses | |
| 8,967,005 | | |
| 27,080,390 | |
| Operating loss | |
| (8,336,859 | ) | |
| (25,702,469 | ) |
| Finance costs | |
| 17,553 | | |
| 314,498 | |
| Loss before income tax expense | |
| (8,354,412 | ) | |
| (26,016,967 | ) |
| Loss after income tax expense for the period | |
| (8,354,412 | ) | |
| (26,016,967 | ) |
| | |
| | | |
| | |
| Other comprehensive income, net of tax | |
| 76,763 | | |
| (47,386 | ) |
| Total comprehensive loss for the period attributable to the owners of Mixed Martial Arts Group Limited | |
| (8,277,649 | ) | |
| (26,064,353 | ) |
Mixed
Martial Arts Group Limited
Consolidated
Statement of Financial Position
As
at December 31, 2025
(Unaudited)
| | |
Unaudited
December 31,
2025 | | |
Audited
June 30,
2025 | |
| | |
A$ | | |
A$ | |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
| 611,241 | | |
| 2,084,674 | |
| Trade and other receivables | |
| 4,080,421 | | |
| 28,790 | |
| Other assets | |
| 228,298 | | |
| 8,450 | |
| Total current assets | |
| 4,919,960 | | |
| 2,121,914 | |
| | |
| | | |
| | |
| Non-Current Assets | |
| | | |
| | |
| Property, plant and equipment | |
| 51,337 | | |
| 58,128 | |
| Right-of-use asset | |
| 44,346 | | |
| 97,562 | |
| Intangible assets | |
| 4,528,201 | | |
| 4,431,894 | |
| Bank guarantee | |
| 65,109 | | |
| 65,109 | |
| Total non-current assets | |
| 4,688,993 | | |
| 4,652,693 | |
| Total assets | |
| 9,608,953 | | |
| 6,774,607 | |
| | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Trade and other payables | |
| 3,902,103 | | |
| 4,212,476 | |
| Unearned revenue | |
| 11,971 | | |
| 9,903 | |
| Current employee entitlements | |
| 511,367 | | |
| 482,809 | |
| Current lease liability | |
| 47,540 | | |
| 102,956 | |
| Current deferred consideration | |
| 1,802,533 | | |
| 1,480,653 | |
| Total current liabilities | |
| 6,275,514 | | |
| 6,288,797 | |
| | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | |
| Non-current employee entitlements | |
| 69,345 | | |
| 64,924 | |
| Non-current deferred consideration | |
| - | | |
| 1,802,533 | |
| Total non-current liabilities | |
| 69,345 | | |
| 1,867,457 | |
| Total liabilities | |
| 6,344,859 | | |
| 8,156,254 | |
| Net assets/(liabilities) | |
| 3,264,094 | | |
| (1,381,647 | ) |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Issued capital | |
| 78,883,009 | | |
| 53,143,960 | |
| Share-based payment reserve | |
| 8,678,847 | | |
| 15,381,555 | |
| Unlisted options reserve | |
| 2,741,457 | | |
| 2,741,457 | |
| Foreign currency translation reserve | |
| (57,165 | ) | |
| (133,928 | ) |
| Accumulated losses | |
| (86,982,054 | ) | |
| (78,627,642 | ) |
| Pre-Funded Warrants | |
| - | | |
| 6,112,951 | |
| Total equity/(deficit) | |
| 3,264,094 | | |
| (1,381,647 | ) |
About
Mixed Martial Arts Group Limited
With
over 5 million social media followers, 530,000 user profiles, 100,000+ active students, 18,000 published gyms and 800 verified gyms across
22 countries across its various assets, MMA.INC continues to transform the martial arts landscape and deliver unparalleled value to its
stakeholders:
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A
Global Platform: Operating across 22 countries, MMA.INC connects local gyms with global communities and customers in a single, connected
network of value. |
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One
Unified Ecosystem: With existing platform assets including BJJLink, TrainAlta, Hype and MixedMartialArts.com, MMA.INC provides a
complete platform that covers training, community, content and fandom like no other. |
For
more information, visit www.mma.inc
Forward-looking
statements
This
Form 6-K may contain forward-looking statements, including statements regarding the Company’s planned program rollout cadence,
product initiatives, payments and SaaS growth, partnership-led distribution strategy (including with UFC Gym), and its expectations and
near-term priorities for the second half of FY2026. Forward-looking statements include, but are not limited to, statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and can
often be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “targets,”
“believes,” “continued,” “will,” “may” and similar expressions. These statements are
based on the Company’s management’s current expectations or beliefs and are subject to risk, uncertainty and changes in circumstances.
Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive
and/or regulatory factors, and other risks and uncertainties affecting the operation of the Company’s business, including those
described under “Item 3. Key Information – D. Risk Factors” in the Company’s Annual Report on Form 20-F for the
year ended June 30, 2025. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking
statements whether as a result of new information, future events, changes in assumptions or otherwise.
