As
filed with the Securities and Exchange Commission on January 26, 2026
Registration
No. 333-292800
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
Form
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MIXED
MARTIAL ARTS GROUP LIMITED
(Exact
name of registrant as specified in its charter)
Not
Applicable
(Translation
of registrant’s name into English)
| Australia |
|
7380 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
Level
1, Suite 1, 29-33 The Corso
Manly,
New South Wales 2095
+61
1800 151 865
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Wimp
2 Warrior LLC
8
The Green, Ste R
Dover,
DE 19901
(302)
288-0670
(Names,
address, including zip code, and telephone number, including area code, of agent for service)
(Name,
address, and telephone number of agent for service)
Copies
to:
Jeffrey
Fessler, Esq.
Seth
Lemings, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Telephone:
(212) 653-8700
Facsimile:
(212) 653-8701
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 1 (this “Amendment”) to our Registration Statement on Form F-3 (File No. 333-292800), initially filed on January
16, 2026 (the “Registration Statement”), is being filed as an exhibits-only filing to file an updated legal opinion
as Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement,
including the signature page and the exhibit index, and the filed exhibit. The remainder of the Registration Statement is unchanged and
has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 8.
Indemnification of Directors and Officers.
Australian
law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers
and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:
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● |
a
liability owed to the company or a related body corporate of the company; |
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|
|
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● |
a
liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA, 1317HB
1317HC or 1317HE of the Corporations Act; |
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|
|
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● |
a
liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct
in good faith; or |
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|
|
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● |
legal
costs incurred in defending an action for a liability incurred as an officer or auditor of the company if the costs are incurred: |
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○ |
in
defending or resisting proceedings in which the person is found to have a liability for which they cannot be indemnified as set out
above; |
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|
|
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○ |
in
defending or resisting criminal proceedings in which the person is found guilty; |
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|
|
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○ |
in
defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court
order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to
actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing
proceedings for a court order); or |
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|
|
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○ |
in
connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief. |
Constitution.
Our Constitution provides, that to the extent permitted by law, the Company indemnifies every director, executive officer or company
secretary of the Company against a liability to another person, other than the Company or a related body corporate of the Company, provided
that the provisions of the Corporations Act are complied with in relation to the giving of the indemnity and the liability does not arise
in respect of conduct involving a lack of good faith on the part of the officer.
Indemnification
Agreements. Pursuant to our form of deed of access, insurance and indemnity which is filed as Exhibit 10.4 to this registration statement,
we have agreed to indemnify our directors. MMA has agreed to indemnify each of its directors to the extent permitted by law against all
liabilities incurred while holding office, including indemnifying directors for any legal expenses incurred in defending proceedings
relating to their directorship of MMA. Any indemnified amounts must be repaid to MMA to the extent that a director is reimbursed from
an insurance policy maintained by MMA for the directors. MMA has also agreed to obtain and pay the premiums for insurance policies for
each of its directors, which include run-off cover for each director for a period of seven years after they cease to hold office.
SEC
Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or
persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9.
Exhibits.
(a)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1* |
|
Form
of Underwriting Agreement |
| 4.1* |
|
Specimen
Ordinary Share Certificate |
| 4.2* |
|
Form
of Preferred Share Certificate |
| 4.3* |
|
Form
of Senior Debt Security |
| 4.4* |
|
Form
of Subordinated Debt Security |
| 4.5+ |
|
Form of Senior Indenture |
| 4.6+ |
|
Form of Subordinated Indenture |
| 4.7* |
|
Form
of Warrant Agreement and Warrant Certificate |
| 4.8* |
|
Form
of Rights Agreement and Right Certificate |
| 4.9* |
|
Form
of Unit Agreement and Unit |
| 5.1*** |
|
Opinion of QR Lawyers regarding the validity of the Ordinary Shares being registered |
| 5.2+ |
|
Opinion of Sheppard Mullin |
| 23.1+ |
|
Consent of BDO Audit Pty Ltd, independent registered public accounting firm |
| 23.2*** |
|
Consent of QR Lawyers (included in Exhibit 5.1) |
| 23.3+ |
|
Consent
of Sheppard Mullin (included in Exhibit 5.2) |
| 24.1+ |
|
Power
of Attorney (included on the signature page of the initial filing of the registration statement) |
| 25.1** |
|
The
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture
will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act
of 1939. |
| 25.2** |
|
The
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture
will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act
of 1939. |
| 107+ |
|
Filing Fee Table |
| * |
To
be filed, if applicable, by amendment or as an exhibit to a Form 6-K and incorporated herein by reference. |
| ** |
To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 |
| *** |
Filed
herewith |
| + |
Previously
filed |
Item 10.
Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, or the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in Exhibit 107 of the effective
registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the
registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
That, for the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective
(4)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that
all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act, or 3-19 of Regulation S-X if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the Form F-3.
(6)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(7)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.
(8)
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s Annual Report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(9)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(10)
To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2)
of the Trust Indenture Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Manly, New South Wales, on the on January 26, 2026.
| |
MIXED
MARTIAL ARTS GROUP LIMITED |
| |
|
|
| |
By: |
/s/
Nick Langton |
| |
Name: |
Nick
Langton |
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Title: |
Founder
and Chief Executive Officer |
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|
(Principal
Executive Officer) |
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|
|
| |
By: |
* |
| |
Name: |
Aaron
Links |
| |
Title: |
Chief
Financial Officer |
| |
|
(Principal
Financial Officer and Principal Accounting Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Nick Langton |
|
Founder,
Chief Executive Officer and Director |
|
January
26, 2026 |
| Nick
Langton |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| * |
|
Chief
Financial Officer |
|
January
26, 2026 |
| Aaron
Links |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
January
26, 2026 |
| Jonathan
Hart |
|
|
|
|
| |
|
|
|
|
| * |
|
Director
|
|
January
26, 2026 |
| Vaughn
Taylor |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
January
26, 2026 |
| Richard
Paolone |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
January
26, 2026 |
| Eric
Corbett |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
January
26, 2026 |
| Laura
Sanko |
|
|
|
|
| *
By: |
/s/
Nick Langton |
|
| |
Nick
Langton, Attorney-in-Fact |
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Mixed Martial Arts Group Limited
has signed this registration statement on January 26, 2026.
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Authorized
U.S. Representative |
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|
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WIMP
2 WARRIOR LLC |
| |
|
| |
By: |
/s/
Nick Langton |
| |
Name: |
Nick
Langton |
| |
Title: |
Manager
and Authorized Officer |
