综合格斗集团有限公司美股招股说明书（2026年3月6日版）

MIXED MARTIAL ARTS GROUP LIMITED 18,647,619 Ordinary Shares400,000 Ordinary Shares Issuable Upon the Exercise of Pre-Funded Warrants MIXED MARTIAL ARTS GROUP LIMITED This prospectus relates to the resale, from time to time, of up to 19,047,619 of our ordinary shares, no par value (the “OrdinaryShares”), by the selling shareholder, American Ventures LLC, Series XL MMA ELOC (“American Ventures”, or the “sellingshareholder”), which includes 400,000 ordinary shares issuable pursuant to the exercise of pre-funded warrants issued to American The Ordinary Shares being offered by the selling shareholder have been or may be issued pursuant to that certain equity purchaseagreement between us and American Ventures, dated as of December 29, 2025 (the “Purchase Agreement”). See “Equity LineTransaction” for a description of the Purchase Agreement and “Selling Shareholder” for additional information regarding American We may receive gross proceeds of up to $20,000,000 from the sale of our Ordinary Shares (“Purchase Shares”) to American Venturesunder the Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which this prospectusis a part is declared effective and after satisfaction of other conditions in the Purchase Agreement. We are not selling any securities American Ventures may sell the Ordinary Shares described in this prospectus in a number of different ways and at varying prices. Theprice that American Ventures will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and The purchase price for the Purchase Shares will be based upon formulas set forth in the Purchase Agreement depending on the type ofpurchase notice we submit to American Ventures from time to time. We will pay the expenses incurred in registering the AmericanVentures, including legal and accounting fees. See “Plan of Distribution” on page 34 for more information about how American Our Ordinary Shares are listed on the NYSE American (“NYSE American”) under the symbol “MMA.” On January 14, 2026, theclosing price of our Ordinary Shares was $1.05 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 8 for a discussion ofinformation that should be considered in connection with an investment in our Ordinary Shares. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is March 6, 2026. ABOUT THIS PROSPECTUS We are incorporated under the laws of Australia. Certain of our directors and officers and certain other persons named in thisprospectus are citizens and residents of countries other than the United States, and all or a significant portion of the assets of thecertain directors, officers and other persons named in this prospectus are outside the United States. As a result, it may not be possiblefor you to effect service of process within the United States upon such persons or to enforce against them or against us in U.S. courts You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with theSEC. Neither we nor the underwriters have authorized anyone to provide any information or make any representation other than thosecontained in this prospectus or in any free writing prospectus we have prepared. When you make a decision about whether to invest inthe Ordinary Shares or Pre-Funded Warrants, you should not rely upon any information other than the information in this prospectus.The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this For investors outside of the United States, we have not taken any action to permit this offering or to permit the possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Personsoutside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context implies otherwise, any reference in this prospectus to: ●“MMA” refers to Mixed Martial Arts Group Limited, an Australian public company limited by shares; PRESENTATION OF FINANCIAL INFORMATION Our reporting and functional currency is the Australian dollar, and our financial statements included elsewhere in this prospectusare presented in Australian dollars. The consolidated financial