Mixed Martial Arts Group Ltd美股招股说明书(2026-03-06版)

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 AmericanVentures as a commitment fee under the Purchase Agreement (as defined below). 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 AmericanVentures. The prices at which American Ventures may sell the shares will be determined by the prevailing market price for the sharesor in negotiated transactions. 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 securitiesunder this prospectus and will not receive any of the proceeds from the sale of the shares by the selling shareholder. 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 andwill fluctuate based on the trading price of our Ordinary Shares. American Ventures is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). 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 AmericanVentures may sell the Ordinary Shares being registered pursuant to this prospectus. 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. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING7RISK FACTORS8EQUITY LINE TRANSACTION9USE OF PROCEEDS13DIVIDENDS AND DIVIDEND POLICY14DILUTION14DESCRIPTION OF SHARE CAPITAL16SELLING SHAREHOLDER33PLAN OF DISTRIBUTION34EXPENSES RELATING TO THIS OFFERING35LEGAL MATTERS35EXPERTS36ENFORCEABILITY OF CIVIL LIABILITIES36WHERE YOU CAN FIND ADDITIONAL INFORMATION36INCORPORATION OF DOCUMENTS BY REFERENCE37-i- 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. courtsany judgments predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to theenforceability in Australia, either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilitiespredicated on U.S. federal securities laws. You should rely only on the information contained in this prospectus or contained in any free writing prospectus f