$5M non-dilutive credit facility boosts Mixed Martial Arts Group (NYSE: MMA)
Rhea-AI Filing Summary
Mixed Martial Arts Group Limited has entered into a non-dilutive, unsecured revolving credit facility of $5,000,000 with Number 8 Partners Pty Ltd. The agreement provides a 24‑month term at 12% annual interest on drawn amounts only, with an additional 2% on overdue sums. During an initial 12‑month availability period, the company may draw, repay and reborrow funds up to the facility limit, subject to lender approval and no event of default. Proceeds may be used for strategic acquisitions, working capital and general corporate purposes, supporting MMA.INC’s plan to expand its technology-driven combat sports ecosystem.
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Insights
$5M unsecured revolver boosts liquidity but adds higher-cost debt.
Mixed Martial Arts Group Limited secured a $5,000,000 unsecured, non-convertible revolving facility from Number 8 Partners Pty Ltd. The 24‑month term and twelve‑month availability period provide flexible draw, repay and reborrow mechanics within the agreed limit.
The interest rate of 12% per annum, plus potential default interest of an extra 2%, is elevated versus traditional bank credit, reflecting lender risk appetite and the company’s profile. However, the structure avoids warrants or conversion features, so it does not directly dilute existing shareholders.
Proceeds are permitted for strategic acquisitions, working capital and general corporate purposes, aligning with MMA.INC’s strategy of platform investment and consolidation in combat sports. Actual impact will depend on how much of the facility is drawn and the performance of any funded acquisitions or growth initiatives.
Key Figures
Key Terms
revolving credit facility financial
non-convertible financial
Material Adverse Effect financial
Event of Default financial
Change of Control financial
forward-looking statements regulatory
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 May 2026
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
On May 6, 2026, the Company issued a press release titled “NYSE: MMA Enters Into $5 Million Non-Dilutive Revolving Loan Facility with Family Office”. A copy of the press release is furnished as Exhibit 99.1 hereto.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 6, 2026 | |
| 99.2 | Unsecured Revolving Credit Agreement dated May 5, 2026 |
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: May 6, 2026 | By: | /s/ Nick Langton |
| Name: | Nick Langton | |
| Title: | Founder and Chief Executive Officer | |
Exhibit 99.1
NYSE: MMA Enters Into $5 Million Non-Dilutive Revolving Loan Facility with Family Office
Highlights
| ● | Unsecured, non-convertible, revolving loan agreement — no warrants, no equity dilution | |
| ● | 24-month term, 12% interest p.a. on drawn capital only | |
| ● | Funding available for potential acquisitions and working capital for organic growth |
New York, NY – MAY 6, 2026 – Mixed Martial Arts Group Limited (NYSE American: MMA) (“MMA” or the “Company” and doing business as MMA.INC), a technology driven ecosystem at the forefront of the global combat sports industry, today announced that it entered into a non-dilutive and unsecured $5,000,000 revolving loan agreement with a private family office investor.
The financing has been structured as an unsecured, non-convertible revolving loan agreement, carries an interest rate of 12% per annum (capitalized), and has a 24-month term. Importantly, the facility includes no warrants, no conversion features, and no equity dilution to existing shareholders.
This funding further strengthens the Company’s balance sheet and provides additional capital to accelerate MMA.INC’s strategy of building a technology-driven global ecosystem across combat sports, including continued investment into its platform infrastructure and potential targeted acquisition opportunities.
Nick Langton, Founder and CEO of MMA.INC, commented:
“Securing additional non-dilutive capital on clean terms is a strong validation of our strategy and the underlying momentum we are seeing across the business.
In a market where capital is often highly dilutive, we have remained disciplined in structuring financing that preserves shareholder value while still allowing us to move aggressively on growth opportunities.
This facility provides us with additional flexibility to continue scaling the platform and pursuing high-quality acquisitions, which we believe will serve as meaningful catalysts for the business in 2026.”
The Company continues to evaluate a growing pipeline of strategic opportunities across the fragmented global martial arts industry, where management believes significant consolidation and platform-driven growth remains ahead.
About Mixed Martial Arts Group Limited
With over 5 million social media followers, 530,000 user profiles, 75,000+ 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:
| - | A Global Platform: Operating across 22 countries, MMA.INC connects local gyms with global communities and customers in a single, connected network of value. |
| - | Get Paid to Train: Engaging in training, streaming, coaching or simply supporting any activity, will earn Experience Points (XP), which is transparently logged on chain and can be redeemed for real rewards. |
| - | 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
Disclaimer
As we continue to develop our plans discussed above, they could change and there can be no assurance as to any final outcome.
The information provided in this press release is intended for informational purposes only and does not constitute investment advice, endorsement, analysis, or recommendations with respect to any financial instruments, investments, or issuers. This press release does not take into account the investment objectives, financial situation, or specific needs of any particular person and each individual is urged to consult their legal and financial advisors before making any investment decisions.
Forward-Looking Statements
This press release contains forward-looking statements. Any statements contained herein regarding our strategy, platform development, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management, other than statements of historical facts, are forward-looking statements. The forward-looking statements included herein include or may include, but are not limited to, statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases, or expressions such as “achieve,” “forecast,” “plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar words, terms, phrases, or expressions or the negative of any of these terms. Any statements contained in this press release that are not based upon historical fact are based on current expectations, estimates, projections, opinions and/or beliefs of the Company. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Prospective investors should not rely on these statements as if they were facts. Actual revenue may vary to current sales due to factors such as participant churn, cancellations, and changes in payment schedules, membership terms or pricing changes. Any references to verified gyms, partner gyms, user profiles refer to a database profile that has been claimed or created across the MMA.INC platform, which includes TrainAlta.com, BJJ Link, Hype, MixedMartialArts.com and Steppen. Forward-looking statements involve a number of known and unknown risks and uncertainties, including, but not limited to, those discussed in the “Risk Factors” section of the Form 20-F for the fiscal year ended June 30, 2025 filed with the SEC. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may not occur as anticipated. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should carefully read the factors described in the “Risk Factors” section of the Form 20-F for the fiscal year ended June 30, 2025 filed with the SEC to better understand the risks and uncertainties inherent in our business and industry, and any underlying forward-looking statements. Except where required by law, the Company assumes no obligation to update, withdraw or revise any forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
Media Contacts
Mixed Martial Arts Group Limited
E: andrew@mma.inc
Exhibit 99.2
UNSECURED REVOLVING CREDIT AGREEMENT
THIS UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of May 5, 2026 (the “Effective Date”), by and between:
Number 8 Partners Pty Ltd, a New South Wales, Australian corporation (“Lender”), and
Mixed Martial Arts Group Limited, a New South Wales, Australian corporation (“Borrower”).
The Lender and the Borrower may be referred to individually as a “Party” and collectively as the “Parties”.
1. DEFINITIONS AND INTERPRETATION
1.1 Defined Terms.
“Availability Period” means the period commencing on the Effective Date and ending on twelve (12) months after the Effective Date, unless earlier terminated pursuant to this Agreement. The Availability Period may be extended by mutual written agreement of the Lender and the Borrower.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“Change of Control” shall be deemed to occur (i) if a majority of the members of the Board of Directors of the Borrower cease to be individuals who were serving as directors on the Effective Date, or (ii) any Person or group acquiring beneficial ownership of more than fifty percent (50%) of the voting power of the Borrower.
“Drawdown Notice” means a written borrowing request delivered by the Borrower to the Lender requesting a Loan under the Facility.
“Facility” has the meaning given in Section 2.1.
“Loan” means any advance made by the Lender to the Borrower under the Facility. “Loans” means all Loans outstanding from time to time under the Facility.
“Loan Date” means the date on which any such Loan is actually funded by the Lender.
“Material Adverse Effect” means any event or circumstance that has a material adverse effect on the financial condition or operations of the Borrower or on the Borrower’s ability to perform its obligations under this Agreement.
1.2 Interpretation.
References to Sections and Schedules are references to sections and schedules of this Agreement unless otherwise indicated.
2. REVOLVING CREDIT FACILITY
2.1 Facility.
Subject to the terms and conditions of this Agreement, the Lender agrees to make available to the Borrower a revolving credit facility in an aggregate principal amount not exceeding USD Five Million Dollars ($5,000,000.00) (the “Facility”).
2.2 Revolving Nature.
During the Availability Period, the Borrower may request Loans under the Facility, repay outstanding Loans, and reborrow Loans previously repaid, provided that the aggregate principal amount of all outstanding Loans shall not exceed the Facility amount.
2.3 Unsecured Obligations.
All obligations of the Borrower under this Agreement shall constitute unsecured obligations.
3. BORROWING REQUESTS
3.1 Drawdown Notice.
The Borrower may request a Loan by delivering a Drawdown Notice specifying:
(a) requested Loan amount;
(b) proposed borrowing date; and
(c) funding account details.
3.2 Minimum Borrowing.
Each Loan shall be in a minimum amount of USD One Hundred Thousand Dollars ($100,000.00) unless otherwise agreed by the Lender.
3.3 Lender Approval.
The funding of a Loan is subject to the approval of the Lender.
3.4 Funding Conditions.
The Lender shall have no obligation to fund a Loan if:
(a) the Loan would cause the Facility limit to be exceeded;
(b) an Event of Default has occurred and is continuing;
(c) a Material Adverse Effect has occurred;
(d) the Loan is not approved by the Lender at its absolute discretion; or
(e) any representation made by the Borrower is materially incorrect.
4. INTEREST
4.1 Interest Rate.
Loans shall bear interest at an annual rate of twelve percent (12%) per annum
4.2 Interest Calculation.
Interest shall accrue daily commencing on the Loan Date until paid in full
4.3 Default Interest.
Any overdue amount shall bear interest at an additional rate of two percent (2%) per annum above the otherwise applicable rate.
5. REPAYMENT
5.1 Maturity.
All outstanding Loans and accrued interest shall be due and payable 24 months after the Effective Date (“Final Maturity Date”), which may be extended by mutual written agreement of the Lender and the Borrower.
5.2 Voluntary Prepayment.
The Borrower may prepay any Loan at any time without premium or penalty.
5.3 Reborrowings.
Loans repaid during the Availability Period may be reborrowed in accordance with this Agreement.
6. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
(a) it is duly organized and validly existing;
(b) it has authority to execute and perform this Agreement; and
(c) execution of this Agreement does not violate applicable law or any material agreement binding on the Borrower.
7. REPEATING REPRESENTATIONS
Each representation and warranty set forth in this Agreement shall be deemed repeated on each date on which a Loan is requested and on each date on which any Loan remains outstanding.
8. EVENTS OF DEFAULT
Each of the following shall constitute an Event of Default:
(a) failure to pay any amount due under this Agreement;
(b) insolvency or bankruptcy of the Borrower;
(c) material breach of this Agreement; or
(d) any representation proving materially incorrect when made.
Upon the occurrence of an Event of Default, the Lender may, by written notice to the Borrower, terminate the Facility and declare all outstanding Loans immediately due and payable.
9. CURE PERIODS
9.1 Payment Defaults.
Any failure by the Borrower to pay:
(i) principal of any Loan when due shall not constitute an immediate Event of Default unless such failure continues for three (3) Business Days after written notice from the Lender; and
(ii) interest, fees or other amounts when due shall not constitute an Event of Default unless such failure continues for five (5) Business Days after written notice from the Lender.
9.2 Covenant Defaults.
Any failure by the Borrower to perform or observe any agreement or condition shall not constitute an Event of Default unless such failure continues for twenty (20) days after the earlier of:
(i) the Borrower becoming aware of such failure; and
(ii) receipt of written notice from the Lender;
provided that, if such default is capable of cure but cannot reasonably be cured within such period, such period shall be extended for up to an additional twenty (20) days so long as:
(a) the Borrower has commenced and is diligently pursuing such cure; and
(b) the Lender is receiving regular updates on remediation progress.
9.3 Representations and Warranties.
Any representation or warranty shall not constitute an Event of Default unless:
(i) it proves to have been incorrect in any material respect when made; and
(ii) if capable of cure, remains unremedied for five (5) Business Days after the earlier of:
(a) the Borrower becoming aware; and
(b) written notice from the Lender.
For the avoidance of doubt, no extension of such cure period shall apply unless agreed by the Lender.
11. PERMITTED USE OF PROCEEDS
The Borrower shall use proceeds of the Loans for strategic acquisitions, working capital and general corporate purposes.
12. PUBLIC DISCLOSURE
The Borrower may disclose the existence and material terms of this Agreement in filings with the
U.S. Securities and Exchange Commission or other regulatory authorities as required by law.
13. NOTICES
All notices under this Agreement shall be in writing and delivered by courier, hand delivery or electronic mail to the addresses of the Parties set forth above.
14. ASSIGNMENT
The Borrower may not assign this Agreement without the prior written consent of the Lender. The Lender may assign this Agreement to an affiliate upon written notice to the Borrower.
15. TERMINATION
15.1 Termination by Either Party.
| a) | The Borrower or the Lender may terminate the Facility in whole (but not in part) for any reason (a “Termination Notice”). | |
| b) | The Termination Notice shall specify the proposed termination date (the “Termination Date”), which shall be no earlier than thirty (30) calendar days after the date of delivery of the Termination Notice; | |
| c) | With effect from the date of delivery of the Termination Notice: |
| i. | the Borrower’s right to submit any Drawdown Notice shall be immediately and automatically suspended; | |
| ii. | the Lender shall have no obligation to consider, approve or fund any Loan; and | |
| iii. | any Drawdown Notice submitted on or after the date of the Termination Notice shall be null and void and of no effect; and |
| d) | On the Termination Date: |
| i. | the Facility shall terminate in full; | |
| ii. | the Lender shall have no further obligation to make Loans hereunder; and | |
| iii. | all outstanding Loans, together with all accrued and unpaid interest, fees and other amounts payable under this Agreement, shall automatically become immediately due and payable without further notice, demand or other action by the Lender. |
15.2 No Release of Obligations.
Termination of the Facility shall not affect any rights, remedies, obligations, or liabilities of the parties accrued prior to the effective date of such termination, all of which shall survive until fully satisfied.
15.3 Survival.
Without limiting the foregoing, all provisions relating to payment obligations, indemnities, expense reimbursement, and governing law shall survive any termination of the Facility.
16. MISCELLANEOUS
16.1 Amendments. This Agreement may be amended only in writing signed by both Parties.
16.2 Waivers. Any waiver must be in writing and shall not constitute a waiver of any future breach.
16.3 Severability. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force.
16.4 Expenses. Each Party shall bear its own costs in connection with this Agreement.
16.5 Further Assurances. Each Party agrees to execute such documents as reasonably necessary to give effect to this Agreement.
16.6 Counterparts. This Agreement may be executed in counterparts and may be executed electronically.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
EXECUTED by Mixed Martial Arts Group Limited ACN 163 057 565 in accordance with section 127 of the Corporations Act 2001 (Cth):
EXECUTED by Number 8 Partners Pty Ltd ACN 111 158 242 in accordance with section 127 of the Corporations Act 2001 (Cth):
SCHEDULE 1 – FORM OF DRAWDOWN NOTICE
Date: ____________
Requested Loan Amount: USD ___________
Proposed Borrowing Date: ____________
Funding Account: ______________
The Borrower confirms that no Event of Default exists and that all representations remain true.
Mixed Martial Arts Group Limited
| By: | ||
| Name: | ||
| Title: |