Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 December 2024

 

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

[phone]

(Address of Principal Executive Offices)

 

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

 

Entry Into Material Definitive Agreements

 

On December 18, 2024, Mixed Martial Arts Group Limited, formerly known as Alta Global Group Limited ( “MMA”) entered into an asset purchase agreement (the “Agreement”) with BJJLINK LLC (“Seller”) and Santiago Amaral (“Principal”) pursuant to which MMA acquired substantially all the assets and certain specified liabilities (the “Transaction”) of the Business (as defined in the Agreement). With the exception of the Assumed Liabilities (as defined in the Agreement), MMA did not assume Seller’s liabilities. The aggregate purchase price for the Purchased Assets (as defined in the Agreement) was $3,000,000 which may be paid in cash or shares over two (2) years at MMA’s election, plus the assumption of the Assumed Liabilities (as defined in the Agreement) and the amount, if any, of the Earn-out Consideration which may be paid in cash or shares at MMA’s election (as defined in the Agreement) earned in accordance with the terms of the Agreement over a five (5) year period.

 

The material terms of the Agreement are as follows:

 

(a)

Assets Being Sold (“Purchased Assets”)

 

Substantially all the Seller’s assets, including:

 

	●	Intellectual property and product rights (e.g., the BJJLINK platform and its ecosystem).
	●	Customer relationships and contracts.
	●	Permits and licenses necessary for the business.
	●	Inventory and tangible assets like furniture, tools, and equipment.
	●	Books and records related to the business.

(b)

Purchase Price

 

	●	Initial Payment: $600,000 paid at the time of closing. Alta can choose to pay in cash, shares of its common stock, or a combination.
	●	Subsequent Payments:

 

	○	$1,000,000 paid 12 months after closing.
	○	$1,400,000 paid 24 months after closing.

 

●

Earn-Out Consideration: Additional payments are possible, based on achieving specific revenue milestones over five years. Earn-out terms include:

 

	○	Tranche One: $3,000,000 if the business achieves an annualized revenue rate of $3.6M by the third anniversary of the sale.
	○	Tranche Two: $3,500,000 if annualized revenue reaches $6.3M by the fourth anniversary.
	○	Tranche Three: $3,500,000 if annualized revenue reaches $10M by the fifth anniversary.

 

Subsequent Payments and Earn-Out Consideration which may be paid in cash or shares at MMA’s election.

 

(c)

Post-Sale Obligations

 

	●	Employment of Principal: Santiago Amaral enters an employment agreement with Alta to ensure continuity of business operations.
	●	Investment in the Business: Alta commits to allocating budgets for customer acquisition and operational support.

 

The Agreement otherwise has terms and conditions usual for an asset acquisition agreement,

 

The Company issued a press release pertaining to the Transaction on December 18, 2024, a copy of which is attached hereto as Exhibit 99.1.

 

 

 

Forward-Looking Statements

 

This Report contains forward-looking statements that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Risks, uncertainties and assumptions that could affect the Company’s forward looking statements include, among other things the Company’s ability to retain and build its market position in the U.S. and elsewhere as an independent provider of monitoring services for renewable power generation installations, the amount of and schedule for future share issuances and the receipt of approval to effect the share consolidation and the affect thereof. Other risks and uncertainties include, but are not limited to, those discussed under the heading “Risk Factors” in the Company’s Annual Report filed on Form 20-F for its fiscal year ended June 30, 2014. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.

 

Press Releases

 

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Mixed Martial Arts Group Limited (the “Company”) dated December 18, 2024, titled “Mixed Martial Arts Group Limited Acquires Leading Jiu Jitsu Gym Management and Fintech Platform, Building its Position as the Commercial and Cultural Epicenter for MMA.”

 

This report on Form 6-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Financial Statements and Exhibits.

 

The following exhibit is being furnished herewith:

 

Exhibit No.		Description
99.1		Press Release, dated December 18, 2024

 

 

 

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: December 18, 2024	By:	/s/ Nick Langton
	Name:	Nick Langton
	Title:	Founder and Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Mixed Martial Arts Group Limited Acquires Leading Jiu Jitsu Gym Management and Fintech Platform, Building its Position as the Commercial and Cultural Epicenter for MMA

 

	●	Brazilian Jiu Jitsu (BJJ) is one of the fastest growing combat sports in the world with over 44,000 studios in the US alone, with martial arts in the US representing an estimated $18.6bn annual market.
	●	Mixed Martial Arts Group Limited (“MMA”) is acquiring an important player in the global gym management platform market estimated to be valued at over $1.1 billion by 2031.
	●	The acquisition of BJJLink includes a maximum consideration over 5 years based on revenue milestones of $3.6 million by year three, $6.3 million by year four, and $10 million by year five.
	●	BJJLink offers a comprehensive suite of tools for gym management, student engagement, and content monetization, with an established customer base across the US and internationally, further expanding Mixed Martial Arts Group’s global footprint.
	●	BJJLink boasts over 50,000 active students administered through the platform offering Mixed Martial Arts Group a new channel for engagement and monetization.
	●	This acquisition grows Mixed Martial Arts published gym footprint and target new client pool to over 18,000 gyms and increases its active footprint to 802 gyms across 16 countries in North America, South America, Europe, Oceania and Africa.
	●	BJJLink plays a vital role in our platform ecosystem, seamlessly integrating gym member management and payment infrastructure with social connectivity tools. This powerful combination enables MMA to transform mixed martial arts fans into active participants while supporting gyms in driving growth and engagement.

 

New York, NY / December 18, 2024 – Mixed Martial Arts Group Limited (NYSE American: MMA) (“MMA” or the “Company”), a leading technology company building the commercial and cultural epicenter for the mixed martial arts (MMA) and combat sports industry, is thrilled to announce the successful acquisition of BJJLink, the premier technology platform tailored to the needs of jiu jitsu academies, coaches, and practitioners worldwide. This acquisition marks a significant milestone in MMA’s mission to unify and modernize the fragmented martial arts landscape, enabling the industry to capitalize on significant opportunities for growth and monetization.

 

 

 

 

Caption: BJJ Link has a passionate and established customer base.

 

“Our acquisition of BJJLink represents another significant step in MMA’s mission to unify the martial arts industry within a single comprehensive platform ecosystem,” said Nick Langton, Founder and CEO of Mixed Martial Arts Group. “The deal terms, focused on attractive revenue milestones, demonstrate our commitment to growth and unlocking the earning potential of this thriving market. BJJLink’s innovative tools and passionate jiu jitsu community perfectly align with our vision of empowering martial artists, academies and coaches worldwide. We intend to leverage this platform to serve the broader martial arts market and further fortify our leading position in the combat sports ecosystem.”

 

BJJLink offers the most complete gym management solution specifically catering to jiu jitsu academy needs around the world including a comprehensive suite of tools for payment processing, marketing, student engagement, website building and content monetization. Its innovative platform allows jiu jitsu practitioners to create income streams by sharing their expertise while providing academies with robust solutions to streamline operations, attract members, and drive revenue growth.

 

The acquisition brings a high margin, recurring revenue stream to MMA. The total consideration for the acquisition of BJJLink is up to $13 million, made in cash or shares at the election of the MMA, including $3 million in fixed payments in the first two years following the acquisition, with $10 million in variable earn-out considerations tied to aggressive revenue milestones over years three to five.

 

The acquisition of BJJLink further strengthens MMA’s position as the leading digital hub for martial arts by:

 

●

Expanding Market Reach in High-Growth Segments: BJJLink provides MMA with a foothold in the rapidly expanding jiu jitsu market with over 44,000 gyms and academies and a broader martial arts market valued at over $18.6bn.

 

 

 

	●	A Unified Ecosystem Driving Exponential Growth: As MMA builds a connected platform that unites practitioners, coaches, academy owners, and promoters, BJJLink becomes the central engine driving operational efficiency, engagement, and financial opportunity. This ecosystem extends beyond traditional community platforms to provide end-to-end connectivity for the martial arts industry.
	●	Integrating Hype.co and BJJLink: By integrating Hype’s advanced marketing and CRM technology with BJJLink’s leading gym management and community-building platform, this combined power equips gym partners with an all-in-one solution to drive membership growth, streamline daily operations, and deepen member engagement — all while providing unparalleled access to marketing services and business utilities in a single, unified platform.
	●	Driving Recurring Revenue: BJJLink introduces new revenue streams, including subscriptions ranging up to $149 per month, transaction fees, and content monetization opportunities. The combined ecosystem leverages MMA’s ability to capture transactional value at every stage of the customer journey, while reducing reliance on traditional advertising revenue. This diversified revenue approach positions MMA for long-term financial growth.
	●	Boosting Engagement and Retention: With features that deepen connections between practitioners, coaches, and gyms, BJJLink strengthens MMA’s community-driven approach, encouraging higher participation and ‘mat time.’
	●	Empowering Content Creators: By enabling jiu jitsu athletes to share and monetize their knowledge, MMA’s positions itself as a platform that supports the professional growth of martial artists globally.
	●	Accelerating Global Expansion: Leveraging BJJLink’s international network, MMA extends its influence to over 18,000 published gyms in 16 countries, solidifying its global footprint across North America, Europe, South America, Oceania, and Africa.

 

ABOUT MIXED MARTIAL ARTS GROUP LIMITED

 

Mixed Martial Arts Group Limited is a technology company that is seeking to increase consumer participation in martial arts and combat sports whilst building upon existing community offerings within the sector. Mixed Martial Arts Group Limited currently has four business units designed to provide services to and monetize all key stakeholders in the sector, namely fans, participants, coaches, gym owners and athletes.

 

 

	●	TrainAlta (www.trainalta.com) partners with gyms and coaches to deliver a range of consumer products that drive participation in martial arts for fans and beginners.
	●	Hype (www.hype.co) is a mobile marketing platform designed to help gym owners, coaches and athlete partners grow revenue from their followers and audiences in today’s age of social media.
	●	MixedMartialArts.com (www.mixedmartialarts.com) is a leading platform for the MMA community, providing access to MMA news and media, fighter data, fight schedules and access to the legendary Underground forum.
	●	BJJLink (www.bjjlink.com) BJJLink offers the most complete gym management solution specifically catering to jiu jitsu academy needs around the world including a comprehensive suite of tools for payment processing, marketing, student engagement, website building, and content monetization.

 

 

 

For further information about Mixed Martial Arts Limited (NYSE American: MMA), please visit www.altaglobalgroup.com or https://ir.altaglobalgroup.com/news-events/presentations for a copy of our latest corporate presentation.

 

Follow us on social media via

 

	●	https://www.facebook.com/trainalta
	●	https://x.com/altaglobalgroup
	●	https://www.instagram.com/trainalta/
	●	https://au.linkedin.com/company/trainalta

 

Forward-Looking Statements

 

This press release may include forward-looking statements. Any statements contained herein regarding our strategy, 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 in this press release that are not based upon historical fact are forward-looking statements and represent our best judgment as to what may occur in the future. Any references to active gyms or partner gyms refer to a gym profile that has been claimed or created and has accepted the terms and conditions and/or a previous license agreement to run the Warrior Training Program. Any references to estimated or targeted revenue per active gym do not guarantee that the gym will generate the specified revenue or any revenue at all. 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 contained in our Registration Statement on Form F-1 as 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, 2024 filed with the SEC to better understand the risks and uncertainties inherent in our business and industry, and underlying any 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

 

Peter Jarmain
Mixed Martial Arts Group Limited

E: [e-mail]

 

 

---