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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended June 30,2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _________

For the transition period from _______ to _________

Commission file number:001-41978

MIXED MARTIAL ARTS GROUP LIMITED

(formerly Alta Global Group Limited)

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Australia

(Jurisdiction of incorporation or organization)

Level 1, Suite 1, 29-33 The Corso

Manly, New South Wales 2095

+61 1800 151 865

(Address of principal executive offices)

Nick Langton

Chief Executive Officer

Level 1, Suite 1,29-33 The Corso

Manly, New South Wales 2095

+61 1800 151 865

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:

Andrew Reilly

Rimôn

Level 2, 50 Bridge Street

Sydney, NSW 2000, Australia

+61 2 9055 6965

andrew.reilly@rimonlaw.com

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueMMANYSE American

Securities registered or to be registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

The number of outstanding shares as of June 30, 2025 was 13,041,209 Ordinary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐Accelerated Filer ☐Non-accelerated Filer ☒Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report:☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No☒

TABLE OF CONTENTS

Page
Presentation of Financial and Other Informationii
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3. KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4. INFORMATION ON THE COMPANY15
A.History and Development of the Company15
B.Business Overview17
C.Organizational Structure23
D.Property, Plants and Equipment23
ITEM 4A. UNRESOLVED STAFF COMMENTS23
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS23
A.Operating Results23
B.Liquidity and Capital Resources28
C.Research and Development, Patents and Licenses, etc.30
D.Trend Information31
E.Critical Accounting Estimates31
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES34
A.Directors and Senior Management34
B.Compensation36
C.Board Practices39
D.Employees41
E.Share Ownership41
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation41
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS41
A.Major Shareholders41
B.Related Party Transactions43
C.Interests of Experts and Counsel43
ITEM 8. FINANCIAL INFORMATION43
A.Consolidated Statements and Other Financial Information43
B.Significant Changes43
ITEM 9. THE OFFER AND LISTING43
A.Offering and Listing Details43
B.Plan of Distribution43
C.Markets43
D.Selling Shareholders43
E.Dilution43
F.Expenses of the Issue43
ITEM 10. ADDITIONAL INFORMATION43
A.Share Capital43
B.Memorandum and Articles of Association44
C.Material Contracts47
D.Exchange controls47
E.Taxation48
F.Dividends and Paying Agents54
G.Statement by Experts54
H.Documents on Display54
I.Subsidiary Information54
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK54
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES54
PART II55
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES55
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS55
ITEM 15. CONTROLS AND PROCEDURES55
A.Disclosure Controls and Procedures55
C.Attestation Report of the Registered Public Accounting Firm56
D.Changes in Internal Control Over Financial Reporting56
ITEM 16. [RESERVED]56
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT56
ITEM 16B. CODE OF ETHICS56
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES56
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES57
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS57
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT57
ITEM 16G. CORPORATE GOVERNANCE57
ITEM 16H. MINE SAFETY DISCLOSURE57
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS57
ITEM 16J. INSIDER TRADING POLICIES57
ITEM 16K. CYBERSECURITY58
PART III58
ITEM 17. FINANCIAL STATEMENTS58
ITEM 18. FINANCIAL STATEMENTS58
ITEM 19. EXHIBITS59

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.