As
filed with the Securities and Exchange Commission on October 24, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MIXED
MARTIAL ARTS GROUP LIMITED
(Exact
name of registrant as specified in its charter)
| Australia |
|
Not
applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
Level
1, Suite 1, 29-33 The Corso
Manly,
New South Wales |
|
2095 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Employee
Incentive Plan
(Full
title of the plan)
Nick
Langton
Chief Executive Officer
Wimp
2 Warrior LLC
8 The Green, Ste R
Dover,
DE 19901
(Name
and address of agent for service)
(302)
288-0670
(Telephone
number, including area code, of agent for service)
With
a copy to:
Jeffrey
J. Fessler, Esq.
Seth
A. Lemings, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Phone:
(212) 653-8700
Fax:
(212) 653-8701
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☐ |
| |
Emerging
growth company ☒ |
If
an emerging growth company, 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. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed for the purpose of registering 1,500,000 ordinary shares of Mixed Martial Arts Group Limited
(the “Company”), which may be issued pursuant to awards under the Company’s Employee Incentive Plan.
PART
I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations
of the U.S. Securities and Exchange Commission (the “SEC”) and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule
424 under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed by the Company with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), are incorporated herein by reference:
| |
● |
The
Company’s annual report on Form 20-F filed with the SEC on October 31, 2024, in which there is set forth the audited financial
statements of the Company as of June 30, 2024, 2023 and 2022. |
| |
|
|
| |
● |
All
other reports filed by the Company under Section 13(a) or 15(d) of the Exchange Act since June 30, 2024. |
| |
|
|
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● |
The
description of the Company’s ordinary shares contained in its Registration Statement on Form 8-A (File No. 001-41978) filed
with the SEC on March 13, 2024, under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose
of updating such description. |
Except
to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed
to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statements so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM
4. DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM
6. 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 a person as an officer or auditor
of the company, except to the extent of any of the following liabilities incurred as an officer or auditor of the company:
| |
● |
a
liability owed to the company or a related body corporate of the company; |
| |
|
|
| |
● |
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 Australian Corporations Act 2001 (Cth) (the “Corporations Act”); or |
| |
|
|
| |
● |
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. |
Australian
law provides that a company or related body corporate of the company must not indemnify a person against legal costs incurred in defending
an action for a liability incurred as an officer or auditor of the company if the costs are incurred:
| |
● |
in
defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be indemnified
as set out above; |
| |
|
|
| |
● |
in
defending or resisting criminal proceedings in which the person is found guilty; |
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|
|
| |
● |
in
defending or resisting proceedings brought by the ASIC 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 ASIC or a liquidator as
part of an investigation before commencing proceedings for the court order); or |
| |
|
|
| |
● |
in
connection with proceedings for relief to the officer or a director under the Corporations Act, in which the court denies the relief. |
Constitution
The
Company’s Constitution provides that, except to the extent prohibited by Australian law, including the Corporations Act and, to
the extent that an officer is not otherwise indemnified by the Company pursuant to an indemnification agreement, the Company will indemnify
every person who is or has been an officer of the Company against any liability (other than legal costs that are unreasonable) incurred
by that person as an officer. This includes any liability incurred by that person in their capacity as an officer of the Company’s
subsidiary where the Company requested that person to accept that appointment.
The
Company has entered into Deeds of Access, Insurance and Indemnity (“Indemnity Deeds”) with its directors and executive officers.
Under the Indemnity Deeds, the Company has agreed to indemnify (to the maximum extent permitted under Australian law and its Constitution,
subject to certain specified exceptions) each director and executive officer against all liabilities incurred in their capacity as the
Company or its subsidiaries’ director or officer and any and all costs and expenses relating to such a claim or to any notified
event incurred by such director or executive officer, including costs and expenses reasonably and necessarily incurred to mitigate any
liability for such a claim or any claim which may arise from such a notified event. The Indemnity Deeds provide that the indemnities
are unlimited as to amount, continuous and irrevocable.
Separately,
the Company has obtained insurance for its directors and executive officers, as required by the Indemnity Deeds.
SEC
Position
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has 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
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable.
ITEM
8. EXHIBITS.
* Filed herewith.
ITEM
9. 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;
(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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee
Tables” or “Calculation of Registration Fee” table, as appliable, in the effective Registration Statement.
(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) and (A)(1)(ii) 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 Exchange Act that are incorporated by reference in 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3.
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.
B.
The undersigned Registrant hereby undertakes 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 Section 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
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.
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.
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 S-8 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 October 24, 2025.
| |
Mixed
Martial Arts Group Limited |
| |
|
|
| |
By: |
/s/
Nick Langton |
| |
Name: |
Nick
Langton |
| |
Title: |
Founder
and Chief Executive Officer
(Principal
Executive Officer) |
| |
|
|
| |
By: |
/s/
Aaron Links |
| |
Name: |
Aaron
Links |
| |
Title: |
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer) |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint each of Nick Langton
and Jonathan Hart, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact
and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to
effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
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 |
|
October
24, 2025 |
| Nick
Langton |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Aaron Links |
|
Chief
Financial Officer |
|
October
24, 2025 |
| Aaron
Links |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Jonathan Hart |
|
Company
Secretary and Director |
|
October
24, 2025 |
| Jonathan
Hart |
|
|
|
|
| |
|
|
|
|
| /s/
Vaughn Taylor |
|
Chairman
of the Board of Directors |
|
October
24, 2025 |
| Vaughn
Taylor |
|
|
|
|
| |
|
|
|
|
| /s/
Richard Paolone |
|
Director |
|
October
24, 2025 |
| Richard
Paolone |
|
|
|
|
| |
|
|
|
|
| /s/
Eric Corbett |
|
Director |
|
October
24, 2025 |
| Eric
Corbett |
|
|
|
|
| |
|
|
|
|
| /s/
Laura Sanko |
|
Director |
|
October
24, 2025 |
| Laura
Sanko |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Mixed Martial
Arts Group Limited, has signed this registration statement on October 24, 2025.
| |
Authorized
U.S. Representative |
| |
|
|
| |
WIMP
2 WARRIOR LLC |
| |
|
|
| |
By: |
/s/
Nick Langton |
| |
Name: |
Nick
Langton |
| |
Title: |
Manager
and Authorized Officer |
Exhibit
5.1
Our
Ref: 242384:PAG
24
October 2025
The
Board of Directors
Mixed
Martial Arts Group Limited
Level
1, Suite 1, 29-33, The Corso
Manly,
New South Wales, 2095
Dear
Directors,
Opinion:
Mixed
Martial Arts Group Limited – Registration Statement on Form S-8
We
have acted as Australian counsel to Mixed Martial Arts Group Limited ACN 163 057 565, a company incorporated under the laws of the Commonwealth
of Australia (Company), with respect to a Registration Statement on Form S-8 (Registration Statement) under the United
States Securities Act of 1933, as amended (the Act), pertaining to the registration of up to 1,500,000 fully paid ordinary shares
in the capital of the Company (the Plan Shares) which may be issued under the Company’s Employee Share Incentive Plan which
was adopted by the Board of the Company 26 June 2023 (the Plan) and the subsequent Plan Shares approved by the Borad on 23 October
2025.
In
connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the form of the Registration Statement; (ii) copy of the Constitution of the Company, as currently in effect; (iii) the Plan; and
(iv) such other corporate records, Board resolutions and other instruments as we have deemed necessary or appropriate as a basis for
the opinion set forth herein. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed, facsimile or electronic copies and the authenticity of the originals of such latter documents. We have
further assumed that the documents or copies thereof examined by us are true, complete and up-to-date and have not been amended, supplemented,
rescinded, terminated or otherwise modified and that each individual future grant under the Plan made after the date hereof will be duly
authorised by all necessary corporate action.
The
opinion expressed herein is expressly limited to the laws of Commonwealth of Australia.
Based
upon the foregoing and subject to the qualifications, limitations and assumptions stated herein, we are of the opinion that the Plan
has been duly authorised and, when Plan Shares when issued pursuant to awards made in compliance with the Plan, those Plan Shares will
be validly issued, fully paid and nonassessable1. It is noted that, while the Company has approved the Plan and a approved number of
Plan Shares, the specific issue of Plan Shares under the Plan to particular participants will require future approval by the Board of
the Company (or an authorised committee of the Company).
This
opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of any change of law that occurs, or of
any facts, circumstances, events or developments of which we become aware, after the date of this opinion letter, even if they would
alter, affect or modify the opinion expressed herein.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the United
States Securities and Exchange Commission promulgated thereunder.
Yours
faithfully
QR
LAWYERS PTY LTD
PATRICK
GOWANS
PARTNER
1For
the purpose of this opinion, the term “nonassessable”, when used to describe the liability of a person as the registered
holder of shares has no clear meaning under the laws of the Commonwealth of Australia, so we have assumed those words to mean that holders
of ordinary shares, having fully paid all amounts due on such ordinary shares, are under no personal liability to contribute to the assets
and liabilities of the Company in their capacities purely as holders of such ordinary shares.
