Mixed Martial Arts Group Ltd美股招股说明书(2026-01-30版)

MIXED MARTIAL ARTS GROUP LIMITED Up to 4,628,570 Ordinary Shares This prospectus relates to the resale, from time to time of up to (i) 4,285,713 ordinary shares, no par value per share (the “OrdinaryShares”), of Mixed Martial Arts Group Limited, an Australian public company limited by shares (the “Company”), which are issuableupon the conversion of Series A Preferred Shares (the “Series A Preferred Shares”) issued by the Company to certain accreditedinvestors in a private placement offering on December 31, 2025, and (ii) 342,857 Ordinary Shares which are issuable upon theexercise of warrants (the “Warrants”) to purchase Ordinary Shares which Warrants were issued by the Company to DominariSecurities LLC (“Dominari” and collectively with the investors in the private placement offering, the “Selling Stockholders”) inconnection with the private placement offering. We are not selling any securities under this prospectus and will not receive anyproceeds from the sale of Ordinary Shares by the Selling Stockholders. However, we may receive up to approximately $240,000 uponthe exercise of the Warrants if the Warrants are exercised for cash. The Selling Stockholders may sell or otherwise dispose of theOrdinary Shares being offered by the Selling Stockholders pursuant to this prospectus in different ways and at varying prices. Theresale of the Ordinary Shares, or the perception that these sales could occur, could result in a decline in the public trading price of ourOrdinary Shares. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the OrdinaryShares in the section entitled “Plan of Distribution.” We will bear all costs, expenses, and fees in connection with the registration of theOrdinary Shares offered hereby. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sales ofthe Ordinary Shares offered hereby. See the section of this prospectus entitled “Selling Stockholders” for additional informationregarding the Selling Stockholders and the Warrants. Our Ordinary Shares are listed on the NYSE American under the symbol “MMA”. On January 14, 2026, the closing price as reportedon the NYSE American was $1.05 per share. We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and, as such, are subject toreduced public company reporting requirements. Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you shouldconsider carefully the risks that we have described on page 7 of this prospectus under the caption “Risk Factors” We may alsoinclude specific risk factors in supplements to this prospectus under the caption “Risk Related to This Offering.” Thisprospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is January 30, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING7RISK FACTORS8DESCRIPTION OF ORDINARY SHARES8DIVIDEND POLICY9SELLING STOCKHOLDERS9USE OF PROCEEDS11PLAN OF DISTRIBUTION11LEGAL MATTERS12EXPERTS12ENFORCEMENT OF JUDGMENTS12WHERE YOU CAN FIND MORE INFORMATION12INCORPORATION OF CERTAIN INFORMATION BY REFERENCE13i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). The SellingStockholders named in this prospectus may from time to time sell the securities described in this prospectus. We may provide aprospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to addinformation to, or update or change information contained in, this prospectus. Any statement contained in this prospectus orincorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that astatement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statementso modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will bedeemed not to constitute a part of this prospectus. You should read both this prospectus, including any documents incorporated byreference, and any applicable prospectus supplement or post-effective amendment to the registration statement of which thisprospectus forms a part together with the additional information to which we refer you in the section of this prospectus titled “WhereYou Can Find More Information.” This prospectus contains summaries of certain provisions contained in some of the documents d