As
filed with the Securities and Exchange Commission on September 20, 2024.
Registration
Statement No. 333-281938
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 1
TO
FORM
F-1
REGISTRATION
STATEMENT Under The Securities Act of 1933
ALTA
GLOBAL GROUP LIMITED
(Exact
name of Registrant as specified in its charter)
| Australia |
|
7380 |
|
Not
applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
Level
1, Suite 1, 29-33 The Corso
Manly,
New South Wales 2095
+61
1800 151 865
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Wimp
2 Warrior LLC
8
The Green, Ste R
Dover,
DE 19901
(302)
288-0670
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
of all communications including communications sent to agent for service, should be sent to:
Jeffrey
J. Fessler, Esq.
Seth
A. Lemings, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112
Telephone:
(212) 653-8700
Facsimile:
(212) 653-8701 |
|
Mitchell
S. Nussbaum, Esq.
Norwood
P. Beveridge, Esq.
Lili
Taheri, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154
Telephone:
(212) 407-4000
Facsimile:
(212) 407-4990 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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 7(a)(2)(B) of the Securities Act. ☐
| † |
The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012. |
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS |
|
SUBJECT
TO COMPLETION |
|
DATED
SEPTEMBER 20, 2024 |
Up
to 1,529,052 Ordinary Shares
Up
to 1,529,052 Pre-Funded Warrants to Purchase up to 1,529,052 Ordinary Shares
Up
to 1,529,052 Ordinary Shares underlying such Pre-Funded Warrants
Alta
Global Group Limited
This
is a firm commitment public offering in the United States of ordinary shares, no par value (“Ordinary Shares”), of Alta Global
Group Limited, an Australian public company limited by shares.
Our
Ordinary Shares are listed on the NYSE American LLC (the “NYSE American”) under the symbol “MMA.” We have assumed
a public offering price of $3.27, which represents the last reported sale price of our Ordinary Shares as reported on the NYSE
American on September 17, 2024. The final public offering price will be determined through negotiation between us and the underwriters
in the offering and the assumed public offering price used throughout this prospectus may not be indicative of the actual offering price.
We
are also offering pre-funded warrants (the “Pre-Funded Warrants”) to purchase Ordinary Shares to those purchasers whose purchase
of Ordinary Shares in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially
owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares immediately following the consummation
of this offering, in lieu of Ordinary Shares. Each Pre-Funded Warrant is exercisable for one Ordinary Share and has an exercise price
of $0.001 per share. The assumed offering price per Pre-Funded Warrant is $3.27 less $0.001. Each Pre-Funded Warrant will be exercisable
immediately upon issuance and will expire when exercised in full. This offering also relates to the Ordinary Shares issuable upon exercise
of the Pre-Funded Warrants sold in this offering.
There
is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply
for listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading
market, the liquidity of the Pre-Funded Warrants will be limited.
We
are an “emerging growth company” under the federal securities laws and have elected to comply with certain reduced public
company reporting requirements.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12. Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
| | |
Per
Ordinary Share | | |
Per
Pre-Funded
Warrant | | |
Total | |
| Public offering price | |
US$ | | | |
US$ | | | |
US$ | | |
| Underwriting discounts and
commissions(1) | |
US$ | | | |
US$ | | | |
US$ | | |
| Proceeds to us, before expenses | |
US$ | | | |
US$ | | | |
US$ | | |
| (1) |
Underwriting
discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the public offering price payable to
the underwriters. We refer you to “Underwriting” beginning on page 104 for additional information regarding underwriters’
compensation. |
We
have granted a 45-day option to the representative of the underwriters to purchase up to 229,358 additional Ordinary Shares and/or
Pre-Funded Warrants solely to cover over-allotments, if any.
The
underwriters expect to deliver the Ordinary Shares and any Pre-Funded Warrants to purchasers against payment in U.S. dollars in New York,
New York, on or about , 2024.
ThinkEquity
The
date of this prospectus is , 2024
TABLE
OF CONTENTS
We
are incorporated under the laws of Australia. Certain of our directors and officers and certain other persons named in this prospectus
are citizens and residents of countries other than the United States, and all or a significant portion of the assets of the certain directors,
officers and other persons named in this prospectus are outside the United States. As a result, it may not be possible for 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 any judgments predicated
upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia,
either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated on U.S. federal
securities laws.
You
should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the SEC. Neither
we nor the underwriters have authorized anyone to provide any information or make any representation other than those contained in this
prospectus or in any free writing prospectus we have prepared. When you make a decision about whether to invest in the 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 prospectus or of any
sale of the Ordinary Shares or Pre-Funded Warrants. Our business, financial condition, operating results and prospects may have changed
since that date. This prospectus is not an offer to sell or solicitation of an offer to buy the Ordinary Shares or Pre-Funded Warrants
in any circumstances under which any such offer or solicitation is unlawful.
For
investors outside of the United States, we have not taken any action to permit this offering or to permit the possession or distribution
of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the
United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering
of the Ordinary Shares and Pre-Funded Warrants and the distribution of this prospectus outside of the United States.
CONVENTIONS
THAT APPLY TO THIS PROSPECTUS
Unless
otherwise indicated or the context implies otherwise, any reference in this prospectus to:
| |
● |
“Alta”
refers to Alta Global Group Limited, an Australian public company limited by shares; |
| |
|
|
| |
● |
“the
Company,” “we,” “us,” or “our” refer to Alta and its consolidated subsidiaries, through
which it conducts its business; |
| |
|
|
| |
● |
“Shares”
or “Ordinary Shares” refers to Ordinary Shares of Alta; and |
| |
|
|
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● |
“Corporations
Act” means the Australian Corporations Act 2001 (Cth). |
PRESENTATION
OF FINANCIAL INFORMATION
Our
reporting and functional currency is the Australian dollar, and our financial statements included elsewhere in this prospectus are presented
in Australian dollars. The consolidated financial statements and related notes included elsewhere in this prospectus have been prepared
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (the “IASB”)
and interpretations (collectively “IFRS”), differ in certain significant respects from generally accepted accounting principles
in the United States (“U.S. GAAP”). As a result, our financial statements may not be comparable to the financial statements
of U.S. companies. Because the U.S. Securities and Exchange Commission (the “SEC”) has adopted rules to accept financial
statements prepared in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP from foreign private issuers such
as us, we are not providing a description of the principal differences between U.S. GAAP and IFRS.
All
references in this prospectus to “US$,” “U.S. dollars,” and “dollars” mean U.S. dollars and all references
to “A$” mean Australian dollars, unless otherwise noted.
Our
reporting and functional currency is the Australian dollar. As a result, except as otherwise stated, all amounts presented in this prospectus
will be in Australian dollars. No representation is made that the Australian dollar amounts referred to in this prospectus could have
been or could be converted into U.S. dollars at a particular rate.
INDUSTRY
AND MARKET DATA
This
prospectus includes information with respect to market and industry conditions and market share from third-party sources or that is based
upon estimates using such sources when available. We believe that such information and estimates are reasonable and reliable. We also
believe the information extracted from publications of third-party sources has been accurately reproduced. However, we have not independently
verified any of the data from third party sources. Similarly, our internal research is based upon the understanding of industry conditions,
and such information has not been verified by any independent sources. In addition, assumptions and estimates of our and our industry’s
future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described
under the caption “Risk Factors” of this prospectus. These and other factors could cause our future performance to differ
materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”
TRADEMARKS,
SERVICE MARKS AND TRADENAMES
We
use our registered and unregistered trademarks in this prospectus. This prospectus also includes trademarks, tradenames and service marks
that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear
without the ® and ™ symbols, but those references are not intended to indicate in any way that we will
not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these
trademarks and tradenames.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our
control. All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations,
financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this
prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “may,” “continue,” “predict,” “potential,” “project”
or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words.
Forward-looking
statements contained in this prospectus include, but are not limited to, statements with respect to:
| |
● |
our
goals and strategies, including with respect to the development and expansion of our business; |
| |
|
|
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● |
our
capital commitments and/or intentions with respect to our business, including the sufficiency of our liquidity and capital resources; |
| |
|
|
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● |
the
nature and extent of future competition in our industry and in the markets in which we operate or plan to operate; |
| |
|
|
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● |
the
price of, and our ability to successfully integrate, any acquired businesses; |
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|
|
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● |
the
expected cash flows from our business; |
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|
|
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● |
our
planned capital expenditures; and |
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|
|
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● |
our
intended use of proceeds from this offering. |
All
forward-looking statements speak only as of the date of this prospectus. You should not place undue reliance on these forward-looking
statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking
statements we make in this prospectus are reasonable, we cannot assure you that these plans, objectives, expectations or intentions will
be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk
Factors” and elsewhere in this prospectus. This prospectus also contains estimates and other statistical data made by independent
parties and by us relating to market size and growth and other data about our industry. These data involve a number of assumptions and
limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of
our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty
and risk. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or
quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future
events. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not
possible for management to predict all risk factors and uncertainties.
The
forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made
in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the
occurrence of unanticipated events.
PROSPECTUS
SUMMARY
This
summary provides a brief overview of information contained elsewhere in this prospectus and is qualified in its entirety by the more
detailed information and consolidated financial statements included elsewhere in this prospectus. Because it is abbreviated, this summary
does not contain all of the information that you should consider before investing in our securities. You should read the entire prospectus
carefully before making an investment decision, including the information presented under the headings “Risk Factors,” “Cautionary
Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and the historical consolidated financial statements and the related notes to those financial statements included
elsewhere in this prospectus.
Our
Mission
Our
mission is to empower community driven growth in the global martial arts and combat sports sector, leveraging technology to bridge the
gap between passion and participation.
Company
Overview
We
are a technology company that is enabling the global martial arts and combat sports industry to maximize the monetization opportunities
available to the sector by increasing consumer participation in the sport and building upon existing community offerings within the sector.
While we believe martial arts and combat sport gyms have a superb in-gym product, they are ripe for transformation when it comes to building
sales channels, enhancing customer onboarding, optimizing engagement and driving the growth and retention of members and membership revenues
within their gym communities.
We
believe that our platform represents a considerable opportunity to aggregate the vast global community ecosystem for martial arts and
combat sports, via a single platform solution that will define the sector’s digital transformation, converting one of the world’s
largest fan bases into participants. The Alta Platform serves as a comprehensive solution for martial arts and combat sports, offering
a blend of four core products: the Warrior Training Program, UFC Fight Fit Program, Alta Academy, and the Alta Community. To date, the
Warrior Training Program has been the core product we have monetized globally, which has been integral in enabling us to partner with
some of the best gyms and coaches globally, while building a passionate following from our participants and customers.
Mixed
martial arts (“MMA”) is one of the world’s fastest growing sports for participation and audience growth, with hundreds
of millions of passionate fans engaging in various levels of digital and physical participation every day. According to IBISWorld statistics,
there are currently over 45,597 martial arts and combat sports gyms in the US alone that are expected to generate over US$12.6 billion
in annual revenue in 2023. Additionally, according to Sports & Fitness Industry Association’s Single Sport Reports for Martial
Arts and Boxing Fitness, it is expected that more than 11.8 million people will engage in various martial arts and combat sports disciplines
in 2023.
There
are significant sector tailwinds which we benefit from, created by the large professional MMA leagues, including the UFC, Professional
Fighters League (“PFL”), ONE Championship and Bellator, whose marketing budgets and broadcast reach play a pivotal role in
growing the sport’s fan base. As a participant in the MMA sector, we target fan and consumer interest and aim to convert that interest
into engagement with our premium and immersive online and “in-gym” fitness and training experiences.
We
have successfully activated globally recognized coaches, athletes and influencers as ambassadors who continue to promote our vison and
the growth in adoption of our platform and its benefits. We believe the continuing engagement of our ambassadors will be a key element
to drive our expansion. Our network of partner gym communities includes some of the most renowned names in the combat sports sector,
including one of our cofounders, John Kavanagh, an MMA coach who is widely recognized for coaching UFC champion, Conor McGregor. Mr.
Kavanagh has assisted in the development of the training programs available exclusively on our platform and offers these programs at
his prominent gym, SBG Ireland, in Dublin. Mr. Kavanagh has also assisted us in engaging other globally recognized partner gym communities.
In addition, we have also secured key talent in the MMA sector by engaging ambassadors such as former UFC champion Daniel Cormier, UFC
broadcaster Laura Sanko and owner and head coach of City Kickboxing in Auckland, New Zealand, Eugene Bareman.
Since
our inception, we have accumulated deep sector knowledge of how martial arts and combat sports operate globally, enabling us to recognize
the unique preferences and needs of the gyms, coaches and consumers within this market. We have leveraged the extensive information in
our gym inventory and community database to create an optimal pathway to attract consumers to participate in our proprietary training
programs as well as training via the weekly timetable of our partner gyms. We have built a database containing over 4,000 records of
martial arts and combat sports gyms globally and have over 550 gyms on the Alta Platform. Our partner gym communities include martial
arts and combat sports gym operations that span a range of training disciplines including, but not limited to, jiu jitsu, boxing, wrestling,
MMA, Muay Thai, kickboxing, judo, karate, and Tae Kwon Do.
Since
2018, we have run over 206 Warrior Training Programs globally, and over 5,107 participants have subscribed to our Warrior Training Program,
an average of 25 participants per program. In fiscal year 2021, we ran 34 Warrior Training Programs with a total of 886 participants.
In fiscal year 2022, we ran 50 Warrior Training Programs with a total of 1,163 participants. In fiscal year 2023, we ran 36 Warrior Training
Programs with a total of 865 participants. Over the last three years, the average gross revenue per participant who subscribed to our
Warrior Training Program was A$1,496. The Warrior Training Program is a 100 lesson, 20-week syllabus that provides participants with
a comprehensive introduction to the foundations of the sport of mixed martial arts. Participants who complete the 20-week Warrior Training
Program have the opportunity to compete in a sanctioned amateur mixed martial arts contest against a fellow participant in their class
cohort. The Warrior Training Program thereby acts as an “on ramp” to learning the fundamentals of all disciplines of mixed
martial arts, including wrestling, Brazilian Jiu Jitsu, boxing, Thai boxing, Judo and other disciplines. At the conclusion of the Warrior
Training Program, participants may elect to continue their training subscription and specialize in a particular martial art they enjoyed
during their Warrior Training Program.
As
a result, our partner gyms have experienced incremental revenue growth because of increased participation within their community. Our
community development approach to acquiring participants has redefined the participation demographics for martial arts worldwide. Specifically,
we have strong female participation rates, and the average age of our members is mid to late 30s, with our oldest participants being
in their 60s. Additionally, participants can become valuable, long-standing members of our and their gym community after completing their
first Alta program.
We
have also entered into a Partner Referral Agreement with U Gym, LLC (“UFC Gym Group”). We have collaborated with UFC
Gym Group to design and launch a new 10-week Alta training program, called the UFC Fight Fit Program (“UFC Fight Fit Program”).
UFC Gym Group has the option to introduce the 10 week program across its network of over 150 global locations.
A
further opportunity to aggregate the sector is through our Alta Community product, which is an extension of our existing product offerings
and represents the first global, cloud-based community-led growth and management software for martial arts and combat sports. The Alta
Community is designed for participants, coaches, and operators who are collectively referred to as “members” of the Alta
Community. The Alta Community enables the creation of individual communities and also promotes connections among these communities and
their members, thus fostering a single global community. This solution is deliberately designed to optimize the management, growth, and
monetization of martial arts and combat sports communities. It strives to enhance the digital and in-gym experiences of Alta members,
making it easier for them to discover, participate in, contribute to, coach, and operate the best martial arts and combat sports communities
on a single platform. Importantly, this entire process is facilitated through a simple monthly subscription.
In
summary, by combining our proprietary training programs with the insights and connection driven approach of the Alta Community, we have
created a commercial environment that drives efficiency, growth, and is designed to deliver partner gyms and coaches a distinct competitive
advantage. The combination of Alta’s core products positions the business strongly as a first mover in the race to aggregate such
a vast and attractive sector by creating a personalized, inclusive and attractive “on ramp” for martial arts participation,
regardless of location.
Our
Footprint - Trainalta.com, Mixedmartialarts.com and Steppen
Each
day we strive to:
| |
● |
Increase
the number of published and active gyms. |
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● |
Activate
recurring revenue through each active gym by running Alta Programs, selling in-gym training subscriptions and enrolling customers
in our Alta Academy and Alta Community platform. Our mantra ‘increasing earnings at your gym’ enables us to increase
our ‘share of wallet’ and drive growth. |
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● |
Establish
a model that generates a steady stream of leads and prospects for our products. The user generated content available on mixedmartialarts.com,
Alta content available on the Alta Academy and testimonials endorsing our programs are enabling the creation of a self-sustaining
customer acquisition model. |
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● |
Build
a scalable technology stack that solves customer needs and is capable of being rolled out to other sports with community attributes
similar to martial arts and combat sports. |
This
focus has enabled us to achieve the following:
| Metrics |
|
March
31, 2024 (Actual) |
| Curated
Gym Network |
|
|
| Database |
|
4,299
gyms with global inventory accessible |
| Published |
|
3,028
gyms (1,025 in Oceania, 1,699 in the United States, 172 in the United Kingdom & Ireland and 132 in other locations) with global
inventory available |
| Active |
|
552
gyms registered on trainalta.com, gym profile claimed or created, and accepted terms and conditions for the Alta platform or Hype
platform and/or accepted previous license agreement to run the Warrior Training Program |
| Ambassadors |
|
5
globally recognized influencers |
| Athlete
Profiles/Talent |
|
Over
9,878 professional and amateur fighters |
| Participants/User
Accounts |
|
Over
543,518 monthly users of three Alta platforms |
| Website
Sessions |
|
Over
580,000 combined monthly website sessions of three Alta platforms |
| Monthly
User Engagements |
|
Over
600,000 monthly average user engagements (posts and reactions) |
| Follower
base |
|
Over
5,000,000 total social media followers (Meta, X and TikTok) |
| Page
Views |
|
Over
14,000,000 combined monthly pageviews of three Alta platforms |
| Coaching
Tutorial Videos |
|
Over
3,500 tutorial videos available on Alta platforms |
| |
|
|
| Enterprise |
|
|
| Enterprise |
|
UFC
Fit partnership expansion from pilot at San Jose |
Business
Progress
Since
July 1, 2023, we have increased our gym footprint, expanding into new territories including Illinois, Arizona and Hawaii. We have also
engaged major martial arts academies including Renzo Gracie, American Top Team and American Kickboxing Academy.
In
July 2023, we launched our first online offering, the Alta Academy, to complement and further leverage our in-gym training experiences
for our customers. This activates our multi-year exclusive content agreements with our key global talent, which is a critical element
of our top of funnel marketing systems to drive in-gym participation.
Since
launch of the Alta Academy, we have expanded our digital content, including the digital syllabus for the Warrior Training Program, and
extended our online training into other disciplines beyond MMA, including jiu jitsu, boxing, wrestling, and Muay Thai, among others,
with new masterclasses delivered by our elite coaching talent, including Rafael Cordeiro, Mike Angove, Nikki Lloyd-Griffiths.
In
September 2023, we launched four new membership tiers for Alta members, including an In-Gym Training membership tier, which leverages
underutilized capacity within our gym partner network and allows Alta members to train in our partner gyms.
In
September 2023, we launched the first iteration of the Alta Community platform, which we believe will drive the growth of the gym and
coaching communities though the provision of new content and channels. This included the launch of gym channels. The gym channels feature
is used to house multimedia content that pertains to a specific gym’s profile on the Alta Community. This currently includes multimedia
content such as gym walkthrough videos (point of view videos demonstrating the gym’s facility) as well as interviews with gym owners
and coaches.
In
September 2023, we successfully completed our pilot UFC Fit program with UFC Gym in San Jose. We are currently negotiating the roll-out
the UFC Fit program across the UFC Gym network.
In
September 2023, we completed the acquisition of the assets of Steppen Pty Ltd, a fitness technology company based in Australia (“Steppen”).
Steppen is a dynamic fitness app designed to inspire, guide, and support users on their fitness journey. The Steppen platform quickly
resonated with young fitness enthusiasts around the globe, particularly in the U.S., accumulating a large following quickly after its
global launch in mid-2021. The Steppen App has seen success with over 395,000 downloads, predominantly from the U.S., reaching over 1.8
million impressions on the Apple App Store. With a robust database of over 270,000 accounts, we believe that the Steppen App has established
a substantial user base. We plan to continue Steppen App’s operations and integrate key aspects of its proprietary Apple mobile
application technology, while exploring ways to optimize content and services for users, leveraging the acquired expertise and technology.
We believe the synergy from this acquisition is poised to drive growth, diversification, and market expansion for Alta in the burgeoning
health and wellness sector. As consideration for the asset acquisition, we issued Steppen an unsecured and non-redeemable convertible
promissory note (on the same terms as the private placement completed in June 2023 (the “Private Placement”)), with a principal
amount of US$ 64,977.
In
October 2023, we completed the acquisition of the assets of Mixed Martials Arts LLC, an independent
MMA media company, based in the U.S. Mixed Martial Arts LLC represents a valuable opportunity to us, as it is one of the last
independent MMA media companies not acquired by a major corporation, making it a novel asset in the digital MMA landscape. With a substantial
digital presence, the platform boasts more than 260,000 forum accounts, more than 350,000 monthly engaged sessions, and a significant
social media footprint, including over 5 million followers across Facebook pages. Mixed Martial Arts LLC has previously initiated effective
monetization strategies, generating peak annual revenues of up to US$600,000. With the right investment in technology and user engagement,
we believe there is considerable potential for revitalizing and growing the platform’s user base and revenue streams. As
consideration for the asset acquisition, we issued Mixed Martials Arts LLC an unsecured
and non-redeemable convertible promissory note (on the same terms as the recently completed Private Placement), with a principal amount
of US$250,000 and paid US$25,000 in cash.
In
October 2023, we launched ticketing services for live Alta events and seminars, including the Warrior Training Program finale events.
Since launching to March 31, 2024, we have generated ticketing revenue of A$144,817.
On
April 2, 2024, we completed our initial public offering, raising $6,500,000 by selling 1,300,000 shares at $5.00 per share. All previously
issued convertible notes were converted or redeemed. As of March 31, 2024, there are no convertible notes, host, or derivative liabilities
on the Consolidated Statement of Financial Position. Remaining interest and final fair value movement in derivative liability are reflected
in the Consolidated Statement of Profit or Loss.
Throughout
April 2024, we partnered with renowned combat sports figures, including Rafael Cordeiro (Mike Tyson’s coach) for online Muay Thai
training and former UFC champion Daniel Cormier for wrestling instructional videos, targeting both beginners and seasoned athletes.
In
May 2024, we celebrated success in expanding the global MMA community. The Warrior Training Program at SBG Ireland has historically attracted
over 700 new members, boosting gym memberships and revenue. MMA superstar Conor McGregor, an Alta investor, endorsed the program to help
drive global combat sports participation. We also announced a strategic partnership with Upper Management in Mexico to launch the Warrior
Training Program in multiple gyms and create content for the burgeoning Mexican MMA fanbase. Further, we also showcased our partnership
with City Kickboxing in New Zealand, transforming over 800 beginners into cage-ready athletes through the Warrior Training Program, significantly
boosting gym memberships and community engagement.
In
May 2024, we completed the acquisition of the assets of Hype Kit, Inc. (“Hype”) for USD$100,000, an all-in-one digital marketing
platform, designed to help small businesses grow in today’s age of social media. Hype’s software platform strengthens the
Company’s vision to convert 640 million MMA fans to participants by providing invaluable tools to our gym owner, coach, and athlete
partners to not only grow their revenues, but also operate more efficiently, save costs and enhance the offerings to their members and
community. This acquisition is expected to accelerate Alta’s technology roadmap, bringing forward new subscription revenue opportunities
for us, whilst creating cost synergies by materially reducing product development overhead and bringing valuable technology expertise,
skills and talent into the business.
In
June 2024, we partnered with legendary MMA coach Eric Nicksick and former UFC fighters Jessica-Rose Clark and Gilbert Melendez to help
strengthen our connection to 640 million global MMA fans.
In
September 2024, we announced a revenue share agreement with UFC Gym Group in relation to the intention of rolling out the Warrior
Training Program and Hype across UFC Gym Group’s global network of gyms, consisting of both corporate-owned and franchise
locations (with over 150 locations in 40 countries, including 80 in the United States). In addition, UFC Gym Group has hundreds of gyms
in development. In the initial phase, these programs are expected to be introduced in locations across the United States, the Middle
East, the UK, Germany, Mexico, India and Central Asia. Any revenue from the Warrior Training Program will be shared, with the UFC Gym Group
receiving 70% and the Company receiving 30%. The agreement is effective for three years and either party may terminate the agreement
upon written notice to the other of a breach of the agreement if such breach is not cured within 10 days following receipt of written
notice of the breach. In addition, UFC Gym Group can terminate the agreement upon 60 days written notice to us. While we can
provide no assurances, we believe, based on historical operating data, that this partnership has the potential to produce gross revenue
of over $7 million per annum, with the ability to grow with UFC Gym Group as they develop additional locations.
In
September 2024, Conor McGregor was appointed as a global ambassador (“Ambassador Agreement”) and will provide services
customarily associated with such roles for a company in the mixed martial arts and technology sector (“Services”).
The term of the Ambassador Agreement shall be effective for three years and either party may terminate the agreement upon 10 days
prior written notice if the other party breaches the agreement and does not cure such breach within such time period. In consideration
for providing these Services under the Ambassador Agreement, and pursuant to the exemption from registration provided for in Regulation
S promulgated under the Securities Act, Mr. McGregor received 700,000 performance share rights that will vest once the 30-day volume-weighted
average price (VWAP) achieves the following trigger: 150,000 shares on execution of the Ambassador Agreement; 100,000 shares when the
share price reaches $7.50; 150,000 shares when the share price reaches $10.00; 150,000 shares when the share price reaches $15.00 and
150,000 shares when the share price reaches $20.00. Aligned with the three (3) year term of the Ambassador Agreement, Mr. McGregor is
restricted from selling shares within three (3) years of issuance unless specific conditions are met, such as the Company’s written consent,
a sale or liquidation of the Company, or if the Company breaches the agreement.
Our
Next Growth Engines
The
growth engine of the Alta Platform is conceived as a dynamic, adaptable model, intentionally designed to reflect the ever-evolving landscape
of martial arts, ongoing technological advancements, and the shifting preferences within the global martial arts community. Rather than
being static, this strategy is crafted to be agile, accommodating new insights and market shifts.
Having
established product market fit across our operating territories with the Warrior Training Program, we expect that the next phase of our
growth will be driven by expanding our product set to meet the demand of the martial arts and combat sports community. Our extended subscription
based product suite aims to increase member engagement and lifetime value of each of our members (participants, gyms and coaches) in
the martial arts training ecosystem. For example, where a subscription to the Warrior Training Program historically had a start date
and an end date, our new product range and technology stack enables the Warrior Training Program to also be sold alongside an ongoing
in-gym training subscription (both before and after completion of the Warrior Training Program).
Central
to this strategy is the utilization of technology to catalyze growth that is primarily community-led. It establishes a digital-to-physical
bridge that enhances engagement and participation within physical gym settings. We believe our platforms are poised to become the primary
destination for passionate martial artists and commercial practitioners, presenting avenues for content consumption and active, personalized
involvement within the sport.
Our
platforms equip users with an array of options to navigate and tailor their martial arts experience. Our services are inclusive, reaching
out to a broad spectrum of users from beginners to seasoned fighters, and also provide resources for coaches and gym owners to grow their
businesses. These services are refined to match users’ progression within martial arts, ensuring that our platforms evolve concurrently
with technology and community input.
Most
recently, we delivered a bespoke product solution for a new enterprise partner, UFC Gym, which will allow us to refine our enterprise
offerings to other large fitness chains and provide us with valuable content and user led reviews and feedback. Our ability to grow is
further bolstered by a dedicated team of experts in the field that enhance our technology, ensuring that our platforms remain at the
forefront of user engagement.
We
monetize our product offerings through our membership tiers that are customized for different degrees of engagement, enabling users to
modify their level of participation as their relationship with martial arts deepens, or reduces. This modular approach guarantees accessibility
and flexibility, presenting a variety of interaction points for every segment of the martial arts community.
The
expansion of our platforms is engineered to boost user engagement, revenue generation and lifetime value of each Alta member, embodying
a growth-centric model that anticipates and meets the needs of our users while expanding their interaction with martial arts. This blueprint
is devised to position our platforms as a central, influential force within the martial arts community that fosters a robust, interconnected
global community.
Member
Acquisition Approach for the Alta Platform
Member
Acquisition Overview for the Alta Platform
We
are dedicated to expanding our member community by strategically acquiring new members who have a passion for martial arts or combat
sports and fitness. Our approach is data-driven and designed to align with the interests and behaviors of potential platform members.
Relationship/Platform:
| |
● |
By
offering practical solutions to improve the in-gym experience and pathways to participate in martial arts and combat sports, our
sales function combines with the utility of our platform to become an effective co-operative marketing acquisition strategy. We empower
gym owners with the knowledge and tools required to increase their revenue. This empowerment demonstrates that our platform is not
merely a product but an evolving business growth partnership. |
Direct
Targeted Marketing and Advertising:
| |
● |
Precision
Analytics: By leveraging our comprehensive data analytics and expansive member databases, we identify potential participants that
may be interested in MMA. These individuals are segmented and approached with personalized advertising campaigns across major digital
platforms, including Google, Meta, and TikTok, ensuring a high degree of relevancy and engagement. |
| |
|
|
| |
● |
Engagement-Driven
Campaigns: We create and disseminate high-impact marketing campaigns that tell evocative stories, incorporate user-generated content,
and feature interactive elements to captivate and involve MMA fans. Capitalizing on seasonal movements, major fight events, and the
inherent virality of the sport, we craft advertisements designed to resonate profoundly with our target audience, stimulating engagement
and fostering conversions. |
Cross-Promotional
Activities:
| |
● |
Alliances
with Marquee Brands: The Alta platform actively seeks and secures strategic alliances with premier brands such as UFC Fit. Through
these partnerships and data sharing protocols, we can reach a broader yet highly targeted audience, offering them an immersive experience
in the MMA lifestyle. |
| |
|
|
| |
● |
Custom-Tailored
Offers: We create exclusive promotional opportunities specifically for the members and customers of our partner brands. By providing
special incentives such as unique experiences during pinnacle events in the MMA calendar, we attract an audience already primed for
our offerings. |
Optimization
and Visibility:
| |
● |
Content
Optimization: We continuously refine the content on our digital properties, including Trainalta.com and MixedMartialArts.com, to
align with the search behaviors of MMA enthusiasts. Through keyword targeting and content strategies, we enhance our visibility,
particularly during periods of peak interest. |
| |
|
|
| |
● |
Technical
Readiness: Our platforms are optimized for high performance to accommodate increased traffic flow during major campaigns and high-interest
seasons, ensuring that new visitors encounter a seamless user experience, conducive to member conversion. |
Targeted
Seasonal Initiatives:
| |
● |
Seasonal
Marketing Initiatives: Our campaigns are also timed to coincide with key fitness milestones throughout the year, recognizing patterns
such as New Year’s fitness resolutions, spring training upticks, and summer readiness regimens. These initiatives are crafted
to appeal to fitness consumers, integrating lifestyle aspirations with the rigors and discipline of MMA training. |
| |
|
|
| |
● |
Experiential
Engagements: We design promotions that tie in with significant events and holidays, catering to the consumers’ desire for unique
and exclusive experiences augmented by MMA training and fitness regimens. |
By
integrating deep database insights and aligning with seasonal consumer behaviors, we believe our member acquisition strategy is fine-tuned
for effectiveness, ensuring we captivate a diverse audience ranging from the core MMA fan to the lifestyle-driven fitness enthusiast.
Our strategic approach positions us to expand our member base meaningfully and sustainably, driving the growth, monetization and vitality
of the Alta Community.
B2B
and Enterprise Sales Partnership Approach
We
understand the local nature of the martial arts and combat sports gym industry, where trust and personal relationships are paramount.
Our strategy is to access local markets through:
| |
● |
Industry
Experts: Our sales personnel are not just representatives; they are coaching and gym operation consultants who understand the benefits
of leveraging our platform, providing personalized solutions and fostering trust through demonstrating our platforms capability as
a complimentary tool in our partner gyms’ sales, marketing and community management approach. |
| |
|
|
| |
● |
Localized
Marketing: Implement targeted marketing campaigns that resonate with the local MMA culture and interests, utilizing local media,
community events, and regional online media destinations and communities. |
| |
|
|
| |
● |
Community
Engagement: Participate in and sponsor local competitive events, strengthen partnerships with our gym partners, and engage in community
service, reinforcing our commitment to our gym partners and their communities. |
| |
|
|
| |
● |
Referral
Programs: Leverage our platforms referral program that incentivizes our existing participants and gym partners to bring in their
network, leveraging their satisfaction and trust in our platforms brand. |
| |
|
|
| |
● |
Testimonials
and Success Stories: Showcase business growth stories from our current gym partners and endorsements from our high-profile coaches
to demonstrate the impact of our Warrior Training Program. |
| |
|
|
| |
● |
Search
Engine Optimization and Online Presence: Optimize our online presence to capture interest from potential gym partners searching for
options to grow their profile in their local area. |
| |
|
|
| |
● |
Social
Media Engagement: Actively engage with the local MMA and combat sports community on social media platforms to build a passionate
following and drive awareness. |
Our
commitment to evolution and adaptability is paramount. We maintain a feedback-informed approach to our offerings, ensuring that they
align with the evolving demands of the MMA and combat sports community. This adaptive strategy reflects our commitment to staying at
the forefront of combat sports training.
Our
Future Growth Strategy
We
believe there are significant opportunities to grow our business, and we intend to do this in established markets to take advantage of
the unique position we have created in the martial arts and combat sports sector. Since inception we have grown through positive customer
reviews, amplified through social media to attract new customers. In addition, we have partnered with globally respected martial arts
figures who greatly expand our organic reach through their social channels and networks.
We
will continue to invest in our product platform and further develop our partner eco-system. As our product offerings expand, we believe
there will be the opportunity to cross-sell our products into our gym partner network and increase adoption of our full product suite.
We
intend to continue to invest in technology to enhance the experience for all participants on the Alta Platform, namely customers, coaches
and gym owners, in order to drive lifetime value and expand sales channels through referrals and organic promotion.
While
we are currently focused on the martial arts and combat sports sector, over time, we believe that our technology and community platform
could be expanded to support many other sports which exhibit attributes similar to martial arts and combat sports. Once proven in the
vast addressable market of martial arts and combat sports, we feel many new sector opportunities will present themselves for similar
rollouts and monetization.
Risk
Factors Summary
Investing
in our securities involves significant risks. You should carefully consider the risks described in “Risk Factors” before
making a decision to invest in our securities. If we are unable to successfully address these risks and challenges, our business, financial
condition, results of operations, or prospects could be materially and adversely affected. In such case, the trading price of our Ordinary
Shares would likely decline, and you may lose all or part of your investment. Below is a summary of some of the risks we face:
| ● |
we
will require substantial capital to finance our operations, which may not be available to us on acceptable terms, or at all; |
| |
|
| ● |
we
have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability
in the future; |
| |
|
| ● |
we
have disclosed that there is substantial doubt about our ability to continue as a going concern. We may require additional capital
in order to execute our business plan and continue the operation of our business. Any capital-raising transaction we are able to
complete may result in substantial dilution to our existing shareholders. Our auditors have issued an audit report that contains
an explanatory paragraph regarding the Company’s ability to continue as a going concern and their opinion is not modified with
respect to this matter; |
| |
|
| ● |
changes
in public and consumer tastes and preferences and industry trends could reduce demand for our services and content offerings and
adversely affect our business; |
| |
|
| ● |
our
in-gym programming has been and may in the future be materially impacted by the ongoing COVID-19 pandemic, and could be impacted
by similar events in the future; |
| |
|
| ● |
our
ability to generate revenue, is subject to many factors, including many that are beyond our control, such as general macroeconomic
conditions; |
| |
|
| ● |
we
rely on technology, such as our information systems, to conduct our business. Failure to protect our technology against breakdowns
and security breaches could adversely affect our business; |
| |
|
| ● |
the
unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our
clients and customers; |
| |
|
| ● |
exchange
rates may cause fluctuations in our results of operations; |
| |
|
| ● |
our
partner gyms could take actions that harm our business; |
| |
|
| ● |
our
success depends substantially on the value of our brand; |
| ● |
we
rely on contracts and relationships and a termination of any such contract or relationship may have a material adverse effect on
our business; |
| |
|
| ● |
our
planned growth could place strains on our management, employees, information systems and internal controls, which may adversely impact
our business; |
| |
|
| ● |
our
partner gyms may be unable to attract and retain members, which may materially and adversely affect our business, results of operations
and financial condition; |
| |
|
| ● |
if
we are unable to identify and secure suitable partner gyms, our revenue growth rate and profits may be negatively impacted; |
| |
|
| ● |
if
we are unable to retain our key employees, we may not be able to successfully manager our business and pursue our strategic objectives; |
| |
|
| ● |
use
of social media may adversely impact our reputation or subject us to fines or other penalties; |
| |
|
| ● |
we
may be unsuccessful in any strategic acquisitions and investments, and we may pursue acquisitions or investments for their strategic
value in spite of the risk of lack of profitability; |
| |
|
| ● |
we
are subject to risks associated with operating in international markets; |
| |
|
| ● |
we
may not be able to attract and retain key professional fighters or coaches; |
| |
|
| ● |
our
expansion into new markets may present increased risks due to our unfamiliarity with the area, different rules and regulations and
challenging operating environments; |
| |
|
| ● |
risks
related to government regulation; |
| |
|
| ● |
we
are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company
may make our securities less attractive to investors; |
| |
|
| ● |
if
we fail to establish and maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable
regulations could be impaired; |
| |
|
| ● |
we
may issue additional Ordinary Shares in the future, which may dilute our existing shareholders, and we may also issue securities
that have rights and privileges that are more favorable than the rights and privileges accorded to our existing shareholders; |
| |
|
| ● |
as
a foreign private issuer, we are permitted and expect to follow certain home country corporate governance practices in lieu of certain
NYSE American requirements applicable to domestic issuers; |
| |
|
| ● |
as
a foreign private issuer, we are permitted to file less information with the SEC than a domestic issuer; |
| |
|
| ● |
we
may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting
regime and cause us to incur additional legal, accounting and other expenses; |
| |
|
| ● |
the
NYSE American may delist our Ordinary Shares from trading on its exchange, which could limit investors’ ability to make transactions
in our Ordinary Shares and subject us to additional trading restrictions; and |
| |
|
| ● |
anti-takeover
provisions in our Constitution and our right to issue preference shares could make a third-party acquisition of us difficult. |
Reverse
Share Split
On
January 24, 2024, we effectuated a four-for-five (4:5) reverse share split (the “Reverse Share Split”) of our Ordinary Shares.
No fractional shares were issued in connection with the Reverse Share Split as all fractional shares were rounded up to the next whole
share.
Corporate
Information
We
were incorporated on March 27, 2013 under the laws of Australia under the name Wimp 2 Warrior Limited and changed our name to Alta Global
Group Limited on February 2, 2022.
Our
principal executive offices are located at Level 1, Suite 1, 29-33 The Corso, Manly, New South Wales 2095, and our telephone number there
is +61 1800 151 865. Our website address is https://www.trainalta.com. The information contained on our website is not incorporated
by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website
as part of this prospectus or in deciding whether to purchase our securities.
Implications
of Being an Emerging Growth Company
As
a company with less than US$1.235 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined
in the Jumpstart Our Business Startups Act (“JOBS Act”) enacted in 2012. As an emerging growth company, we expect to take
advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not
limited to:
| |
● |
being
permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements,
with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
disclosure in this prospectus; |
| |
|
|
| |
● |
not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley
Act”); |
| |
|
|
| |
● |
reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
| |
|
|
| |
● |
exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. |
We
may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of our initial public
offering, or June 30, 2029. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated
filer,” our annual gross revenues exceed US$1.235 billion or we issue more than US$1.0 billion of non-convertible debt in any three-year
period, we will cease to be an emerging growth company prior to the end of such five-year period.
The
JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised
accounting standards. As an emerging growth company, we intend to take advantage of an extended transition period for complying with
new or revised accounting standards as permitted by the JOBS Act. We have elected to take advantage of certain of the reduced disclosure
obligations in this prospectus and in the registration statement of which this prospectus is a part and may elect to take advantage of
other reduced reporting requirements in future filings. As a result, the information in this prospectus and that we provide to our shareholders
in the future may be different than what you might receive from other public reporting companies in which you hold equity interests.
Implications
of Being a Foreign Private Issuer
Upon
effectiveness of this registration statement, we will be considered a “foreign private issuer” as defined in Rule 405 under
the Securities Act of 1933, as amended (the “Securities Act”). In our capacity as a foreign private issuer, we are exempt
from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations
under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and
“short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect
to their purchases and sales of our Ordinary Shares. Moreover, we are not required to file periodic reports and financial statements
with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are
not required to comply with Regulation FD, which restricts the selective disclosure of material information.
We
may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private
issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances
applies: (1) the majority of our executive officers or directors are U.S. citizens or residents, (2) more than 50% of our assets are
located in the United States or (3) our business is administered principally in the United States.
As
a foreign private issuer, we have taken advantage of certain reduced disclosure and other requirements in this prospectus and may elect
to take advantage of other reduced reporting requirements in future filings. Accordingly, the information contained herein or that we
provide shareholders may be different than the information you receive from other public companies in which you hold equity securities.
THE
OFFERING
| Ordinary
Shares offered by us |
|
1,529,052
Ordinary Shares (or 1,758,410 Ordinary
Shares if the underwriters exercise their option to purchase additional Ordinary Shares and/or Pre-Funded Warrants in full). |
| |
|
|
| Pre-Funded
Warrants offered by us |
|
We
are also offering up 1,529,052 Pre-Funded Warrants to purchase up to up to 1,529,052 Ordinary Shares in lieu of Ordinary
Shares to any purchaser whose purchase of Ordinary Shares in this offering would otherwise result in such purchaser, together with
its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the purchaser’s election, 9.99%) of
our outstanding Ordinary Shares immediately following the consummation of this offering. The exercise price of each Pre-Funded Warrant
will equal $0.001 per share. The Pre-Funded Warrants are immediately exercisable and will expire when exercised in full. This prospectus
also relates to the offering of the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants. |
| |
|
|
| Ordinary
Shares to be outstanding immediately after this offering(1) |
|
12,007,738 Ordinary Shares (or 12,237,096
Ordinary Shares if the underwriters exercise their option to purchase additional Ordinary Shares and/or Pre-Funded Warrants in full),
assuming that we only sell Ordinary Shares and no Pre-Funded Warrants, subject to certain exclusions noted in the table below. |
| |
|
|
| Option
to purchase additional Ordinary Shares and/or Pre-Funded Warrants |
|
We
have granted the underwriters an option for a period of 45 days from the date of this prospectus, to purchase up to an additional
229,358 Ordinary Shares and/or Pre-Funded Warrants, representing fifteen percent (15%) of the aggregate number of Ordinary
Shares and Pre-Funded Warrants sold in this offering. The purchase price of such additional Ordinary Shares is equal to the public
offering price for Ordinary Shares sold in the offering less the underwriting discount, if any, and the purchase price for such additional
Pre-Funded Warrants is equal to the public offering price for Pre-Funded Warrants, less the underwriting discount, if any. |
| |
|
|
| Use
of proceeds |
|
We
estimate that the net proceeds from this offering will be approximately US$4,140,000
(or approximately US$4,826,250 if the underwriters exercise their over-allotment option
in full), at an assumed public offering price of US$3.27 per Ordinary Share, after
deducting the underwriting discounts and commissions and estimated offering expenses payable
by us.
We
intend to use the net proceeds from this offering for product development; to scale up our sales and marketing efforts; to redeem
an outstanding convertible note facility; and for general working capital and corporate purposes. We may also use a portion of the
net proceeds to acquire or invest in complementary businesses or technologies; however, we have no current commitments or obligations
to do so. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering. |
| |
|
|
| Lock
Up |
|
In connection with our initial public offering in March 2024, our directors
and officers agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly,
any of our Ordinary Shares or securities convertible into or exercisable or exchangeable for our Ordinary Shares until March 27, 2025.
In addition, in respect of this offering, our directors and officers will agree with the underwriters, subject to certain exceptions,
not to sell, transfer or dispose of, directly or indirectly, any of our Ordinary Shares or securities convertible into or exercisable
or exchangeable for our Ordinary Shares for a period of three months after the date of this prospectus if the offering is consummated
after December 27, 2024. See “Shares Eligible for Future Sale” and “Underwriting” for more information. |
| |
|
|
| Risk
Factors |
|
An
investment in our securities involves significant risks. See “Risk Factors” on page 12 and other information included
in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities. |
| |
|
|
| Listing |
|
Our
Ordinary Shares are listed on the NYSE American under the symbol “MMA”. |
(1)
The number of Ordinary Shares that will be outstanding after this offering is based on 10,478,686 Ordinary Shares outstanding
as of the date of this prospectus, and excludes:
| |
● |
1,532,641
Ordinary Shares issuable upon the exercise of options outstanding as of the date of this prospectus at a weighted average exercise
price of USD$2.82; |
| |
|
|
| |
● |
65,000
Ordinary Shares issuable upon the exercise of warrants outstanding as of the date of this prospectus at an exercise price of
USD$6.25; |
| |
|
|
| |
● |
730,229
Ordinary Shares issuable upon the vesting of Restricted Units outstanding as of the date of this prospectus; and |
| |
|
|
| |
● |
550,000 Ordinary Shares issuable upon the vesting of
performance share rights outstanding as of the date of this prospectus. |
Except
as otherwise indicated herein, all information in this prospectus assumes:
| |
● |
that we only sell Ordinary Shares and no Pre-Funded Warrants in this offering; |
| |
|
|
| |
● |
no exercise by the underwriters
of their option to purchase additional Ordinary Shares and/or Pre-Funded Warrants in this offering; and |
| |
|
|
| |
● |
no
exercise of the Representative’s warrants to purchase 76,453 Ordinary Shares
(5% of the Ordinary Shares and Pre-Funded Warrants sold in this offering) issuable to the
representative of the underwriters in connection with this offering. |
SUMMARY
CONSOLIDATED FINANCIAL DATA
The
following summary consolidated financial data presented below as of and for the years ended June 30, 2023 and 2022 have been derived
from our audited consolidated financial statements as of and for the years ended June 30, 2023 and 2022 and related notes included elsewhere
in this prospectus.
The
following summary consolidated financial data presented below as of and for the nine months ended March 31, 2024 have been derived from
our unaudited interim condensed consolidated financial statements for the nine months ended March 31, 2024 and 2023 and related notes
included elsewhere in this prospectus.
Historical
results are not necessarily indicative of results to be expected in the future and the results for the year ended June 30, 2023 or nine
months ended March 31, 2024 are not necessarily indicative of the results that may be expected for any other period.
In
connection with the initial public offering of our Ordinary Shares in March 2024, all convertible notes that were on issue prior to the
initial public offering have either been converted into Ordinary Shares or redeemed. At March 31, 2024 there is no convertible note debt,
host or derivative liability, on the Consolidated Statement of Financial Position. The remaining interest on convertible notes and the
final fair value movement in derivative liability is reflected in the Consolidated Statement of Profit or Loss.
The
summary consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in
this prospectus.
Our
financial statements are presented in U.S. or Australian dollars, as indicated, and have been prepared in accordance with IFRS.
| | |
Year Ended June 30, | | |
Nine Months Ended March 31, | |
| | |
2023 (A$) | | |
2023 (US$) | | |
2022 (A$) | | |
2024 (A$) (unaudited) | | |
2024 (US$) (unaudited) | | |
2023 (A$) (unaudited) | |
| Consolidated Income Statement Data: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue from Program Fees | |
$ | 937,415 | | |
$ | 630,974 | | |
$ | 2,050,044 | | |
$ | 954,621 | | |
$ | 622,795 | | |
$ | 766,499 | |
| Less: Contractual payments to gyms | |
| (574,025 | ) | |
| (386,376 | ) | |
| (1,215,191 | ) | |
| (556,098 | ) | |
| (362,798 | ) | |
| (462,026 | ) |
| Net Revenue from Program Fees | |
| 363,390 | | |
| 244,598 | | |
| 834,853 | | |
| 398,523 | | |
| 259,996 | | |
| 304,473 | |
| Other income | |
| 1,173,421 | | |
| 789,830 | | |
| 105,950 | | |
| 172,760 | | |
| 112,709 | | |
| 1,173,278 | |
| Total revenue | |
| 1,536,811 | | |
| 1,034,427 | | |
| 940,803 | | |
| 571,283 | | |
| 372,705 | | |
| 1,477,751 | |
| Expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Program expenses | |
| 229,848 | | |
| 154,711 | | |
| 342,600 | | |
| 124,190 | | |
| 81,022 | | |
| 189,304 | |
| Employee salaries and benefits | |
| 4,219,655 | | |
| 2,840,250 | | |
| 4,664,013 | | |
| 3,908,674 | | |
| 2,550,019 | | |
| 3,292,873 | |
| Share Based Payments | |
| 2,365,384 | | |
| 1,592,140 | | |
| 1,546,983 | | |
| 3,650,976 | | |
| 2,381,897 | | |
| 1,774,037 | |
| Advertising fees | |
| 721,713 | | |
| 485,785 | | |
| 3,615,399 | | |
| 419,912 | | |
| 273,951 | | |
| 515,197 | |
| Professional fees | |
| 864,419 | | |
| 581,840 | | |
| 685,870 | | |
| 1,505,745 | | |
| 982,348 | | |
| 421,546 | |
| Rent | |
| 11,793 | | |
| 7,938 | | |
| 2,366 | | |
| 7,245 | | |
| 4,727 | | |
| 10,158 | |
| IT costs | |
| 633,220 | | |
| 426,220 | | |
| 640,403 | | |
| 416,340 | | |
| 271,620 | | |
| 477,121 | |
| Depreciation and amortization | |
| 360,021 | | |
| 242,330 | | |
| 260,651 | | |
| 483,338 | | |
| 315,330 | | |
| 312,293 | |
| Net foreign exchange gain | |
| (47,359 | ) | |
| (31,877 | ) | |
| (26,079 | ) | |
| (59,191 | ) | |
| (38,616 | ) | |
| (15,961 | ) |
| Finance costs | |
| 4,472,730 | | |
| 3,010,595 | | |
| 2,191,803 | | |
| 3,219,591 | | |
| 2,100,461 | | |
| 2,614,281 | |
| Other expenses | |
| 1,432,094 | | |
| 963,942 | | |
| 965,808 | | |
| 1,198,176 | | |
| 781,690 | | |
| 464,569 | |
| Fair value movement in derivative liability | |
| 6,870,729 | | |
| 4,624,688 | | |
| (2,751,564 | ) | |
| (3,400,685 | ) | |
| (2,218,607 | ) | |
| 4,666,982 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Expenses | |
| 22,134,247 | | |
| 14,898,562 | | |
| 12,138,253 | | |
| 11,474,311 | | |
| 7,485,840 | | |
| 14,722,400 | |
| Loss before income tax expense | |
| (20,597,436 | ) | |
| (13,864,134 | ) | |
| (11,197,450 | ) | |
| (10,903,028 | ) | |
| (7,113,135 | ) | |
| (13,244,649 | ) |
| Income tax expense | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| | |
| Loss after income tax expense for the year | |
| (20,597,436 | ) | |
| (13,864,134 | ) | |
| (11,197,450 | ) | |
| (10,903,028 | ) | |
| (7,113,135 | ) | |
| (13,244,649 | ) |
| Other comprehensive loss, net of tax | |
| (36,465 | ) | |
| (24,545 | ) | |
| (31,312 | ) | |
| (98,128 | ) | |
| (64,019 | ) | |
| (21,072 | ) |
| Total comprehensive loss for the year attributable to the members of Alta Global Group Limited | |
$ | (20,633,901 | ) | |
$ | (13,888,679 | ) | |
$ | (11,228,762 | ) | |
$ | (11,001,156 | ) | |
$ | (7,177,154 | ) | |
$ | (13,265,721 | ) |
| Basic loss per share | |
$ | (5.26 | )(1) | |
$ | (3.54 | )(1) | |
$ | (2.86 | )(1) | |
$ | (1.07 | )(2) | |
$ | (0.72 | )(2) | |
$ | (3.38 | )(2) |
| Diluted loss per share | |
$ | (5.26 | )(1) | |
$ | (3.54 | )(1) | |
$ | (2.86 | )(1) | |
$ | (1.07 | )(2) | |
$ | (0.72 | )(2) | |
$ | (3.38 | )(2) |
| |
(1) |
Please
refer to Note 27 to our audited consolidated financial statements included elsewhere in this prospectus for a calculation of basic
and diluted losses per share. |
| |
(2) |
Please
refer to Note 19 to our unaudited interim financial statements included elsewhere in this prospectus for a calculation of basic and
diluted losses per share. |
| | |
As
of March 31, 2024 (unaudited) | |
| | |
Actual (unaudited) | | |
Pro
forma(1) | | |
Pro
forma as adjusted
(2) (A$) | | |
Pro
forma as adjusted
(2) (US$) | |
| Consolidated
Balance Sheet Data: | |
| | | |
| | | |
| | | |
| | |
| Cash and cash
equivalents | |
A$ | 98,790 | | |
A$ | 8,941,250 | | |
A$ | 6,443,005 | | |
US$ | 4,203,417 | |
| Total current assets | |
| 9,486,186 | | |
| 9,486,186 | | |
| 15,830,401 | | |
| 10,327,754 | |
| Total assets | |
| 11,023,911 | | |
| 11,023,911 | | |
| 17,368,126 | | |
| 11,330,966 | |
| Total current liabilities | |
| 5,565,591 | | |
| 5,565,591 | | |
| 5,565,591 | | |
| 3,630,992 | |
| Total liabilities | |
| 5,799,276 | | |
| 5,799,276 | | |
| 5,799,276 | | |
| 3,783,448 | |
| Total equity | |
A$ | 5,224,635 | | |
A$ | 5,224,635 | | |
A$ | 11,568,850 | | |
US$ | 7,547,518 | |
| |
(1) |
On
a pro forma basis after giving effect to the Company receiving A$8,842,460 from Initial Public Offering proceeds on April 2, 2024. |
| |
(2) |
On
a pro forma as adjusted basis after giving further effect to the sale of 1,529,052 Ordinary Shares by us in this offering
based on an assumed offering price of $3.27, which represents the last reported sale price of our Ordinary Shares as reported
on the NYSE American on September 17, 2024, after deducting underwriting discounts and commissions and estimated offering
expenses payable by us, and assuming no sale of Pre-Funded Warrants. |
RISK
FACTORS
You
should carefully consider the risks described below, together with all of the other information in this prospectus. If any of the following
risks occur, our business, financial condition and results of operations could be seriously harmed, and you could lose all or part of
your investment. Further, if we fail to meet the expectations of the public market in any given period, the market price of our Ordinary
Shares could decline. Our business involves significant risks and uncertainties, some of which are outside of our control. If any of
these risks occur, our business and financial condition could suffer, and the price of our Ordinary Shares could decline.
Risks
Related to Our Financial Position and Need for Additional Capital
We
will require substantial capital to finance our operations, which may not be available to us on acceptable terms, or at all.
We
may require further funding to support our ongoing activities and operations. There can be no assurance that such funding will be available
on satisfactory terms or at all. Any inability to obtain funding will adversely affect our business and financial condition and consequently
our performance. We may seek to raise further funds through equity or debt financing, joint ventures or other means. There can be no
assurance that additional financing will be available when needed or, if available, that the terms of such financing will be favorable
to us, which may result in substantial dilution to our shareholders.
We
have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability in
the future.
We
have incurred loss after tax of A$10,903,028 and A$13,244,649 for nine months ending March 31, 2024 and 2023, respectively, and have
incurred operating losses of A$20,597,436 and A$11,197,450 for fiscal year 2023 and fiscal year 2022, respectively, and may continue
to incur net losses in the future. Our historical operating losses were reflective of non cash operating expenses including the interest
component of the convertible notes and the fair value movement in the derivative liability of our convertible notes. The interest component
of the convertible notes for March 31, 2024 and 2023 were $3,207,498 and $2,571,044 respectively, and $4,420,224 and $2,162,646 for fiscal
year 2023 and 2022 respectively. The fair value movement in the derivative liability of our convertible notes for March 31, 2024 and
2023 were ($3,400,685) and 4,666,982 respectively, and $6,870,729 and ($2,751,564) for fiscal year 2023 and 2022 respectively. All convertible
notes were redeemed or converted for the period ended March 31, 2024 and looking forward into future financial years will not be a component
of operating losses. We expect our operating expenses to increase in the future as we grow our business, continue our sales and marketing
efforts related to our products, platform and programs, invest in research and development, expand our operating infrastructure, add
content and features to our platform, expand into new geographies, and develop new products. We will also incur operating expenses in
connection with legal, accounting, and other fees related to operating as a public company listed on a U.S. exchange. These efforts and
additional expenses may be more costly than we expect, and we cannot guarantee that we will be able to increase our revenue to offset
our operating expenses. Our revenue growth may slow or our revenue may decline for a number of other reasons, including reduced demand
of our product and services, increased competition, a decrease in the growth or reduction in size of our overall market, the impacts
to our business from the COVID-19 pandemic, or if we cannot capitalize on growth opportunities. If our revenue does not grow at a greater
rate than our operating expenses, we will not be able to achieve and maintain profitability, which may have a material adverse effect
on the trading price of our Ordinary Shares.
We
have disclosed that there is substantial doubt about our ability to continue as a going concern. We may require additional capital in
order to execute our business plan and continue the operation of our business. Any capital-raising transaction we are able to complete
may result in substantial dilution to our existing shareholders. Our auditors have issued an audit report that contains an explanatory
paragraph regarding the Company’s ability to continue as a going concern and their opinion is not modified with respect to this
matter.
As
a result of our loss after tax, net cash outflows from operating activities, net liability and net current liability position, our independent
registered public accounting firm included an explanatory paragraph in its report on our financial statements as of, and for the year
ended June 30, 2023 that raises substantial doubt about our ability to continue as a going concern. The conditions giving rise to this
uncertainty and our plan with respect to this uncertainty are disclosed in Note 3 to our consolidated financial statements appearing
at the end of this prospectus. If we are unable to obtain sufficient funding, we could be forced to delay, reduce or eliminate our product
development programs or future research and development efforts, our financial condition and results of operations will be materially
and adversely affected, and we may be unable to continue as a going concern. After the completion of this offering, future financial
statements may continue to disclose substantial doubt about our ability to continue as a going concern, which could cause investors or
other financing sources to be unwilling to provide additional funding to us on commercially reasonable terms or at all. Any capital raising
transaction we are able to complete may result in substantial dilution to our existing shareholders, require us to relinquish significant
rights, or restrict our operations.
Risks
Related to Our Business
Changes
in public and consumer tastes and preferences and industry trends could reduce demand for our services and content offerings and adversely
affect our business.
Our
ability to generate revenues is highly sensitive to rapidly changing consumer preferences and industry trends, as well as the popularity
of martial arts and combat sports. Our success depends on our ability to offer premium in-gym products and services and content through
popular channels of distribution that meet the changing preferences of the broad consumer market and respond to competition from an expanding
array of services facilitated by technological developments in the delivery of martial arts and combat sports instruction and content.
Changes in consumers’ tastes or a change in the perception of our brands and business partners could adversely affect our operating
results. Our failure to avoid a negative perception among consumers or anticipate and respond to changes in consumer preferences, including
in the form of in-gym products and services and content creation or distribution, could result in reduced demand for our services and
content offerings or those of our clients, which could have an adverse effect on our business, financial condition and results of operations.
Our
in-gym programming has been and may in the future be materially impacted by the ongoing COVID-19 pandemic and could be impacted by similar
events in the future.
The
COVID-19 pandemic continues to impact worldwide consumer behavior and economic activity. A public health pandemic such as the COVID-19
pandemic poses the risk that we or our employees, in-gym partner gyms, in- gym members, suppliers and other business partners may be
prevented from conducting business activities for an indefinite period of time, including due to shutdowns, travel restrictions, social
distancing requirements, stay at home orders and advisories and other restrictions that may be suggested or mandated by governmental
authorities. The COVID-19 pandemic may also have the effect of heightening many of the other risks described elsewhere in this prospectus,
such as those relating to our growth strategy, international operations, our ability to attract and retain members, our supply chain,
health and safety risks to participants in our in-gym programs, loss of key employees and changes in consumer preferences, as well as
risks related to our ability to generate sufficient cash to operate as a going concern.
The
duration of the COVID-19 pandemic and the extent of its impact remains highly uncertain and difficult to predict. However, the continued
spread of the virus and the measures taken in response to it, particularly in Australia and New Zealand, have disrupted our operations
and have adversely impacted our in-gym membership programming, resulting in the cancellation of a significant number of pre-filled programs,
creating a need to re-adjust our fiscal year 2021 revenue. In response, in 2020 we embarked on a stringent project of cost control and
retention of core talent that were able to create a six month operating runway during a period in which we recognized zero revenues.
Our partner gyms began reopening in 2021 as local guidelines allowed, and as of June 30, 2023 all of our in-gym partner gyms were open
and operating. As the COVID-19 pandemic continues to impact areas in which we and our in-gym partners operate, certain of our licensees
have had to re-close, and additional in-gym partner gyms may have to re-close, pursuant to local guidelines. In-gym members have generally
not and will not be charged membership dues while their gyms are temporarily closed and are typically credited for any membership dues
paid for periods when their gym is closed due to the COVID-19 pandemic. Compared to the periods prior to the COVID-19 pandemic, we have
experienced and may in the future experience decreased new licensee enrollments, in part as a result of the COVID-19 pandemic. In addition,
as a result of the COVID-19 pandemic, we experienced, and may in the future experience, a decrease in our net in-gym membership base
compared to in-gym membership levels in March 2020, and the COVID-19 pandemic may have an ongoing impact on consumer behavior.
Further,
the constantly evolving nature of the COVID-19 pandemic and the emergence of new variants of coronavirus have negatively impacted, and
may in the future negatively impact, our operating results. The significance of the ultimate operational and financial impact to us will
depend on how long and widespread the disruptions caused by the COVID-19 pandemic, and the corresponding response to contain the virus
and treat those affected by it, prove to be.
Our
ability to generate revenue is subject to many factors, including many that are beyond our control, such as general macroeconomic conditions.
Our
business depends on discretionary consumer spending. Many factors related to discretionary consumer spending, including economic conditions
affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates, and tax laws that
impact individuals and inflation can significantly impact our operating results. While consumer spending may decline at any time for
reasons beyond our control, the risks associated with our businesses become more acute in periods of a slowing economy or recessions.
There can be no assurance that consumers will not be adversely impacted by current economic conditions, or by any future deterioration
in economic conditions, thereby possibly impacting on our operating results and growth. A prolonged period of reduced consumer spending
could have an adverse effect on our business, financial condition, and results of operations.
We
rely on technology, such as our information systems, to conduct our business. Failure to protect our technology against breakdowns and
security breaches could adversely affect our business.
We
rely on technology, such as our information systems, content distribution systems and payment processing systems, to conduct our business.
This technology is vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees,
partners, and vendors, or from attacks by malicious third parties. Such attacks are of ever-increasing levels of sophistication and are
made by groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,”
nation states, and others. The techniques used to breach security safeguards evolve rapidly, and they may be difficult to detect for
an extended period of time, and the measures we take to safeguard our technology may not adequately prevent such incidents.
While
we have taken steps to protect our confidential and personal information and that of our clients and other business relationships and
have invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches
in our systems or the unauthorized or inadvertent wrongful use or disclosure of such confidential information. Such incidents could adversely
affect our business operations, reputation, and client relationships. Any such breach may require us to expend significant resources
to mitigate the breach of security and to address matters related to any such breach, including, but not limited to, the payment of fines.
Although we are in the process of obtaining an insurance policy that covers data security, privacy liability, and cyber-attacks, our
insurance may not be adequate to cover losses arising from breaches or attacks on our systems. We also may be required to notify regulators
about any actual or perceived personal data breach as well as the individuals who are affected by the incident within strict time periods.
In
addition, our use of technology systems presents the potential for further vulnerabilities. For instance, we may be subject to boycotts,
spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, distributed denial-of-service attacks, password
attacks, man-in-the-middle attacks, cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake
reviews, doxing, and swatting. While we have internal policies in place to protect against these vulnerabilities, we can make no assurances
that we will not be adversely affected should one of these events occur.
Unauthorized
disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers.
The
protection of our client, customer, employee, and other Company data is critical to us. We collect, store, transmit, and use personal
information relating to, among others, our clients, employees, consumers, and event participants. We rely on commercially available systems,
software, tools, and monitoring to provide security for processing, transmission, and storage of confidential client and customer information.
Our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism,
payment card terminal tampering, computer viruses, misplaced, lost or stolen data, programming or human errors, or other similar events.
Any security breach involving the misappropriation, loss or other unauthorized disclosure of client or customer information, whether
by us or our third-party service providers, could damage our reputation, result in the loss of clients and customers, expose us to risk
of litigation and liability or regulatory investigations or actions, disrupt our operations, and harm our business. In addition, as a
result of recent security breaches, the media and public scrutiny of information security and privacy has become more intense. As a result,
we may incur significant costs to change our business practices or modify our service offerings in connection with the protection of
personally identifiable information.
We
may be unable to protect our trademarks and other intellectual property rights, and others may allege that we infringe upon their intellectual
property rights.
We
have invested significant resources in brands associated with our business in an attempt to obtain and protect our public recognition.
These brands are essential to our success and competitive position. We have also invested significant resources in the premium content
that we produce.
Our
trademarks, tradenames and other intellectual property rights are critical to our success and our competitive position. Our intellectual
property rights may be challenged and invalidated by third parties. Further, policing unauthorized use and other violations of our intellectual
property is difficult, particularly given our global scope, so we are susceptible to others infringing, diluting or misappropriating
our intellectual property rights. If we are unable to maintain and protect our intellectual property rights adequately, we may lose an
important advantage in the markets in which we compete. In particular, the laws of certain foreign countries do not protect intellectual
property rights in the same manner as do the laws of the United States and, accordingly, our intellectual property is at greater risk
in those countries even where we take steps to protect such intellectual property. While we believe we have taken, and take in the ordinary
course of business, appropriate available legal steps to reasonably protect our intellectual property, we cannot predict whether these
steps will be adequate to prevent infringement or misappropriation of these rights.
From
time to time, in the ordinary course of our business, we may become involved in opposition and cancellation proceedings with respect
to some of our intellectual property or third-party intellectual property. Any opposition and cancellation proceedings or other litigation
or dispute involving the scope or enforceability of our intellectual property rights or any allegation that we infringe, misappropriate
or dilute upon the intellectual property rights of others, regardless of the merit of these claims, could be costly, time-consuming and
may damage our reputation. If any infringement or other intellectual property claim made against us by any third party is successful,
if we are required to indemnify a third party with respect to a claim, or if we are required to, or decide to, cease use of a brand,
rebrand or obtain non-infringing intellectual property (such as through a license which may not be available to us on commercially reasonable
terms, or at all), it may adversely affect our business and financial condition.
Exchange
rates may cause fluctuations in our results of operations.
Because
we derive revenues from our international operations, we may incur currency translation losses or gains due to changes in the values
of foreign currencies relative to the Australian dollar. We cannot, however, predict the effect of exchange rate fluctuations upon future
operating results.
Our
partner gyms could take actions that harm our business.
Our
partner gyms are contractually obligated to operate their gyms in accordance with the operational, safety and health standards set forth
in our agreements with them. However, partner gyms are independent third parties and their actions are outside of our control. In addition,
we cannot be certain that our partner gyms will have the business acumen or financial resources necessary to operate successful gyms
in their approved locations. Our partner gyms own, operate and oversee the daily operations of their gyms. As a result, the ultimate
success and quality of any partner gym rests with the partner gym itself. If our partner gyms do not successfully operate gyms in a manner
consistent with required standards and comply with local laws and regulations, our brand image and reputation could be harmed, which
in turn could adversely affect our results of operations and financial condition.
Moreover,
although we believe we generally maintain positive working relationships with our partner gyms, disputes with partner gyms could damage
our brand image and reputation and our relationships with our partner gyms, generally.
Our
success depends substantially on the value of our brand.
Our
success is dependent in large part upon our ability to maintain and enhance the value of our brand, our partner gyms’ connection
to our brand and maintaining a positive relationship with our partner gyms. Brand value can be severely damaged even by isolated incidents,
particularly if the incidents receive considerable negative publicity or result in litigation. Some of these incidents may relate to
the way we manage our relationships with our partner gyms, our growth strategies, our development efforts or the ordinary course of our,
or our partners’, businesses. Other incidents that could be damaging to our brand may arise from events that are or may be beyond
our ability to control, such as:
| |
● |
actions
taken (or not taken) by one or more of our partner gyms or their employees relating to health, safety, welfare or otherwise; |
| |
|
|
| |
● |
data
security breaches or fraudulent activities; |
| |
|
|
| |
● |
litigation
and legal claims; |
| |
|
|
| |
● |
third-party
misappropriation, dilution or infringement of our intellectual property; and |
| |
|
|
| |
● |
illegal
activity targeted at us or others. |
Consumer
demand for our products and services and our brand’s value could diminish significantly if any such incidents or other matters
erode consumer confidence in us or our business, which may result in fewer memberships and, which, in turn, could materially and adversely
affect our results of operations and financial condition.
We
rely on contracts and relationships and a termination of any such contract or relationship may have a material adverse effect on our
business.
We
rely on business relationships with our partner gyms, including UFC Gym, our coaches, and Alta ambassadors. A principal component of
our marketing program has been to partner with high-profile marketing partners to help us extend the reach of our brand. Although we
have partnered with several well-known partners, we may not be able to attract and partner with new marketing partners in the future.
In addition, if the actions of our partners damage their reputation, our partnerships may be less attractive to our current or prospective
members. Any of these failures by us or our partners could adversely affect our business and revenues. In addition, the termination,
variation and non-renewal of contracts may have a material adverse effect on our financial performance, financial position and/or reputation.
While
some of our long-standing customer relationships are governed by a license agreement, most of our customer relationships are governed
through the acceptance of our terms and conditions at the trainalta.com website.
Our
existing form of license agreement, in which we act as a principal, is a revenue share arrangement, such that both parties share in each
other’s success. There are no exclusivity provisions contained in our license agreement and our partner gyms have no right to reduce
or limit their performance under the agreement. Either party may terminate the license upon written notice to the other party. If the
agreement is terminated in this manner, the termination will take effect after the completion of the relevant series and the series finale,
but prior to a new series beginning. Additionally, we may terminate the agreement upon written notice, with immediate effect, upon certain
conduct by the partner gym. If the license is not terminated, it will expire ten years from the commencement date of the agreement. For
more information relating to the key terms of each of our product offerings, please refer to the Business section.
New
consumers subscribing for the 20-week Warrior Training Program or UFC Fit must accept our terms and conditions, which do not contain
exclusivity provisions and provide no right for the consumer to reduce or limit performance under the agreement. The consumer can terminate
the agreement prior to the start of the program but not once the program has commenced. Similarly, partner gyms that provide the 20-week
Warrior Training Program or UFC Fit must accept our terms and conditions, which do not contain exclusivity provisions and provide no
right for the partner gym to reduce or limit performance under the agreement. Either party may terminate this agreement upon written
notice to the other party. If the agreement is terminated in this manner, the termination will take effect after the completion of the
relevant series and the series finale, but prior to a new series beginning.
For
gym academy memberships, there are no exclusivity provisions and no rights for the consumer or the partner gym to reduce or limit performance
under the agreement. Either party may terminate this Agreement upon written notice to the other party.
Our
planned growth could place strains on our management, employees, information systems and internal controls, which may adversely impact
our business.
Over
the past several years, we have experienced growth in our business activities and operations, including an increase in the number of
partner gyms. Our past expansion has placed, and our planned future expansion may place, significant demands on our administrative, operational,
financial and other resources. Any failure to manage our growth effectively may harm our business. To be successful, we will need to
continue to implement management information systems and improve our operating, administrative, financial and accounting systems and
controls. We will also need to train new employees and maintain close coordination among our executive, accounting, finance, legal, human
resources, risk management, marketing, technology, sales and operations functions. These processes are time-consuming and expensive,
increase management responsibilities and divert management’s attention, and we may not realize a return on our investment. In addition,
we believe the culture we foster at our and our partner gyms is an important contributor to our success. However, as we expand, we may
have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. These risks may be heightened
as we continue to grow our business. Our failure to successfully execute on our planned expansion of partner gyms could materially and
adversely affect our results of operations and financial condition.
We
are subject to a number of risks related to automated clearing house, or ACH, credit card and debit card payments we accept.
We
accept payments through ACH, credit card and debit card transactions. For ACH, credit card and debit card payments, we pay interchange
and other fees, which may increase over time. An increase in those fees would require us to either increase the prices we charge for
our memberships, which could cause us to lose members, or suffer an increase in our operating expenses, either of which could harm our
operating results.
If
we or any of our processing vendors have problems with our billing software, or the billing software malfunctions, it could have an adverse
effect on our member satisfaction and could cause one or more of the major credit card companies to disallow our continued use of their
payment products. In addition, if our billing software fails to work properly and, as a result, we do not automatically charge our members’
credit cards, debit cards or bank accounts on a timely basis or at all, we could lose membership revenue, which may materially harm our
operating results.
If
we fail to adequately control fraudulent ACH, credit card and debit card transactions, we may face civil liability, diminished public
perception of our security measures and significantly higher ACH, credit card and debit card related costs, each of which could adversely
affect our business, financial condition and results of operations. The termination of our ability to process payments through ACH transactions
or on any major credit or debit card may significantly impair our ability to operate our business.
Our
partner gyms may be unable to attract and retain members, which may materially and adversely affect our business, results of operations
and financial condition.
Our
target market consists of those seeking regular exercise and those new to martial arts and combat sports. The success of our business
depends on our and our partners’ ability to attract and retain members. Our and our partner gyms’ marketing efforts may not
be successful in attracting members and membership levels may materially decline over time, especially at partner gyms in operation for
an extended period of time. Members may cancel their memberships at any time after giving proper advance written notice, subject to an
initial minimum term applicable to certain memberships. We may also cancel or suspend memberships if a member fails to provide payment
for an extended period of time. In addition, we experience attrition and must continually engage existing members and attract new members
in order to maintain membership levels. Some of the factors that could lead to a decline in membership levels include changing desires
and behaviors of consumers or their perception of our brand, changes in discretionary spending trends and general economic conditions,
market maturity or saturation, a decline in our ability to deliver quality services at competitive prices, direct and indirect competition
in our industry, and a decline in the public’s interest in health and fitness, among other factors. In order to increase membership
levels, we may from time to time offer promotions. If we and our partner gyms are not successful in optimizing price or in adding new
memberships, our business may suffer. Any decrease in our average dues or fees or higher membership costs may adversely impact our results
of operation and financial condition.
If
we are unable to identify and secure suitable partner gyms, our revenue growth rate and profits may be negatively impacted.
To
successfully expand our business, we must continue to identify and secure gyms to partner with to offer our products and services. In
addition to finding gyms with the right demographic and other measures we employ in our selection process, we also need to evaluate the
penetration of our competitors in the market. Our competitors could copy our format, or we could be forced to pay significantly higher
costs to partner gyms. As we increase our number of partner gyms, we may also partner with gyms in higher-cost geographies, which could
entail greater costs. We may require higher operating margins to produce the level of return we expect. Failure to provide our anticipated
level of return could adversely affect our results of operations and financial condition.
We
and our partner gyms could be subject to claims related to health and safety risks.
Use
of our partner gyms may pose potential health and safety risks to members through the use of our products and services and our partner
gyms’ facilities, including exercise and martial arts and combat sports equipment. Although participants sign waivers prior to
using our products and services, and though our partner gyms carry insurance for the risks associated with our products and services,
claims might be asserted against us and our partner gyms for injuries suffered by or death of members or guests while exercising and
using the facilities at our partner gyms. We may not be able to successfully defend such claims. We also may not be able to maintain
our general liability insurance on acceptable terms in the future or maintain a level of insurance that would provide adequate coverage
against potential claims. Depending upon the outcome, these matters may have a material adverse effect on our results of operations,
financial condition and cash flows.
If
we are unable to retain our key employees and/or hire additional qualified employees, we may not be able to successfully manage our businesses
and pursue our strategic objectives.
We
are highly dependent on the services of our senior management team, including our Chief Executive Officer, and other key employees at
our corporate headquarters. Competition for such employees can be intense, and the inability to attract and retain the additional qualified
employees required to expand our activities, or the loss of current key employees, could adversely affect our operating efficiency and
financial condition.
Use
of social media may adversely impact our reputation or subject us to fines or other penalties.
There
has been a substantial increase in the use of social media platforms, including blogs, social media websites and other forms of internet-based
communication, which allow individuals access to a broad audience of consumers and other interested persons. Negative commentary about
us may be posted on social media platforms at any time and may harm our reputation or business. Consumers value readily available information
about gyms and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate
without affording us an opportunity for redress or correction. In addition, social media platforms provide users with access to such
a broad audience that collective action against our brand or business, such as boycotts, can be more easily organized. If such actions
were organized, we could suffer reputational damage as well as physical damage to our partner gym locations. We also use social medial
platforms as marketing tools, such as Facebook and Instagram accounts. As laws and regulations rapidly evolve to govern the use of these
platforms and devices, the failure by us, our employees, our partners or third parties acting at our direction to abide by applicable
laws and regulations in the use of these platforms and devices could adversely impact our and our partners’ business, financial
condition and results of operations or subject us to fines or other penalties.
We
are subject to international tax regulations.
It
is expected that a substantial amount of our future revenues will be derived from sales activities in foreign jurisdictions. Recent changes
in the global tax environment focusing on the prevention of tax leakage will require us to have sophisticated systems in place to identify
the jurisdictions in which we will be subject to tax and the correct allocation of taxable income across those jurisdictions. As we have
operations and employees in foreign jurisdictions, there is a risk that we may have a permanent establishment or, depending on the structure
used, controlled foreign subsidiaries. Accordingly, our foreign operations may give rise to foreign tax liabilities including employment
tax obligations which may require registrations with the local tax authorities, payment of income tax and withholding obligations. In
some cases, there may be an attribution of the income from the foreign jurisdiction to the Australian entity which could give rise to
Australian tax liabilities. In addition, our foreign operations may give rise to a transfer pricing risk if we have foreign related entities
and any dealings between the Australian entities and the foreign entities are not at arm’s length.
We
may not be able to adapt to or manage new content distribution platforms or changes in consumer behavior resulting from new technologies.
We
must successfully adapt to and manage technological advances in our industry, including the emergence of alternative distribution platforms.
If we are unable to adopt or are late in adopting technological changes and innovations that other martial arts and combat sports providers
offer, it may lead to a loss of clients subscribing for our content. If we fail to adapt our distribution methods and content to emerging
technologies and new distribution platforms, while also effectively preventing digital piracy, our ability to generate revenue from our
targeted audiences may decline and could result in an adverse effect on our business, financial condition, and results of operations.
The
markets in which we operate are highly competitive.
We
face competition from studio fitness concepts, full-service health clubs; racquet, tennis, country and other athletic clubs, value focused
health clubs, at-home fitness offerings, including digital fitness content and from other forms of entertainment and leisure activities
in a rapidly changing and increasingly fragmented environment. Any increased competition, which may not be foreseeable, or our failure
to adequately address any competitive factors, could result in reduced demand for our business which could have an adverse effect on
our business, financial condition, and results of operations.
We
may be unsuccessful in any strategic acquisitions and investments, and we may pursue acquisitions or investments for their strategic
value in spite of the risk of lack of profitability.
We
may face uncertainty in connection with acquisitions and investments. To the extent we choose to pursue certain investment or acquisition
strategies, we may be unable to identify suitable targets for these deals, or to make these deals on favorable terms. If we identify
suitable acquisition candidates or investments our ability to realize a return on the resources expended pursuing such deals, and to
successfully implement or enter into them will depend on a variety of factors. Additionally, we may decide to make or enter into acquisitions
or investments with the understanding that such acquisitions or investments may not be profitable, but may be of strategic value to us.
We cannot provide assurances that the anticipated strategic benefits of these deals will be realized in the long-term or at all.
We
are subject to risks associated with operating in international markets.
We
are subject to risks associated with operating in international markets including, but not limited to:
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political
instability, adverse changes in diplomatic relations and unfavorable economic conditions in the markets in which we have international
operations or into which we may expand; |
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limitations
on the enforcement of intellectual property rights; |
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adverse
tax consequences; |
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less
sophisticated legal systems in some foreign countries, which could impair our ability to enforce our contractual rights in those
countries; and |
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difficulties
in managing operations due to distance, language and cultural differences. |
We
may not be able to attract and retain key professional fighters or coaches.
Our
business is dependent upon identifying, recruiting and retaining highly regarded professional fighters and coaches to develop, promote
and teach our products and services. We may not be able to attract and retain key professional fighters or coaches due to, among other
things, competition for the same fighters or coaches. Our inability to recruit and retain professional fighters or coaches could adversely
affect our operating results and have a material adverse effect on our business.
Our
expansion into new markets may present increased risks due to our unfamiliarity with the area, different rules and regulations and challenging
operating environments.
We
may expand our operations to geographic areas where we have little or no meaningful experience. Those markets may have different competitive
conditions, consumer tastes and discretionary spending patterns than our existing markets, which may cause our services to be less successful
than in existing markets. Expanded operations into new markets may not generate the same level of revenues and may result in higher operating
expenses. There is no guarantee that we will be successful in further expanding our operations and our inability to do so may result
in a material adverse effect on our business, financial condition and results of operations.
Our
MMA Final Fight Night events are subject to governmental and state athletic commission regulation.
Our
MMA Final Fight Night events are subject to regulation by governmental entities and state athletic commissions within the jurisdiction
of such events. If we operate an MMA Final Fight Night event, we will be responsible for adhering to all government sanctioning requirements
and safety protocols that apply to such an event. If our partner gyms operate an MMA Final Fight Night event, they will have the same
responsibility. If we or our partner gyms fail to adhere to all regulations and protocols, we may be subject to disciplinary action from
the relevant governing body, which may include cancellation of registration, suspension of registration or a written warning. For example,
in Sydney NSW, the Combat Sports Authority of NSW regulates combat sports in accordance with the Combat Sports Act 2013 (the “Act”),
the Combat Sports Regulation 2014 and the rules made under section 107 of the Act. The objectives of the Act are to promote the health
and safety of combat sport contestants, promote the integrity of combat sport contests, regulate combat sport contests on a harm minimization
basis and promote the development of the combat sport industry. Persons engaging or participating in combat sports must be registered
under the Act in the appropriate Combatant, Promoter or Industry Participant registration class.
Risks
Related to Government Regulation
We
provide services in various jurisdictions abroad, and we expect to continue to expand our international presence. We face, and expect
to continue to face, additional risks in the case of our existing and future international operations, including:
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political
instability, adverse changes in diplomatic relations and unfavorable economic conditions in the markets in which we have international
operations or into which we may expand; |
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more
restrictive or otherwise unfavorable government regulation of the entertainment and sports industry, which could result in increased
compliance costs or otherwise restrict the manner in which we provide services and the amount of related fees charged for such services; |
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limitations
on the enforcement of intellectual property rights; |
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enhanced
difficulties of integrating any foreign acquisitions; |
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limitations
on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings; |
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adverse
tax consequences; |
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less
sophisticated legal systems in some foreign countries, which could impair our ability to enforce our contractual rights in those
countries; |
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limitations
on technology infrastructure; |
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variability
in venue security standards and accepted practices; and |
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difficulties
in managing operations due to distance, language and cultural differences, including issues associated with (i) business practices
and customs that are common in certain foreign countries but might be prohibited by U.S. law and our internal policies and procedures
and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions,
staffing and managing of foreign operations, which we might not be able to do effectively or on a cost—efficient basis. |
We
and our partner gyms are also subject to the U.S. Fair Labor Standards Act of 1938, as amended, and various other laws in Australia,
the United States and Europe governing such matters as minimum-wage requirements, overtime and other working conditions. A significant
number of our and our partners’ employees are paid at rates related to the U.S. federal minimum wage, and past increases in the
U.S. federal minimum wage have increased labor costs, as would future increases.
Our
partner gyms are responsible for compliance with state laws that regulate the relationship between martial arts and combat sports clubs
and their members. Nearly all states have consumer protection regulations that limit the collection of monthly membership dues prior
to opening, require certain disclosures of pricing information, mandate the maximum length of contracts and “cooling off”
periods for members (after the purchase of a membership), set escrow and bond requirements for health clubs, govern member rights in
the event of a member relocation or disability, provide for specific member rights when a club closes or relocates, or preclude automatic
membership renewals.
Many
of the states where our partner gyms operate have health and safety regulations that apply to martial arts and combat sports clubs.
Additionally,
the collection, maintenance, use, disclosure and disposal of individually identifiable data by our, or our partners’, businesses
are regulated at the federal, state and provincial levels as well as by certain financial industry groups, such as the Payment Card Industry
Organization and the NACHA. Federal, state and financial industry groups may also consider from time to time new privacy and security
requirements that may apply to our businesses and may impose further restrictions on our collection, disclosure and use of individually
identifiable information that are housed in one or more of our databases.
Regulators
may impose significant fines for privacy and data protection violations. Our business operations involve the collection, transfer, use,
disclosure, security, and disposal of personal or sensitive information in various locations around the world, including the E.U. In
Australia, the collection, use, storage and disclosure of personal and sensitive information is governed by the Privacy Act 1988 (Cth)
(“Privacy Act”) and the Australian Privacy Principles contained at Schedule 1 of the Privacy Act (“Australian Privacy
Principles”). Failures or breaches of data protection systems can result in reputational damage, regulatory impositions (such as
for breaches of the Privacy Act or Australian Privacy Principles) and financial loss, including claims for compensation by customers
or penalties by the Australian telecommunications regulators or other authorities. As a result, our business is subject to complex and
evolving Australian, U.S. and international laws and regulations regarding privacy and data protection. Many of these laws and regulations
are subject to change and uncertain interpretation and could result in claims, changes to our business practices, penalties, increased
cost of operations, or otherwise harm our business.
In
the United States and certain foreign jurisdictions, we may have direct and indirect interactions with government agencies and state-affiliated
entities in the ordinary course of our business. In particular, athletic commissions and other applicable regulatory agencies require
us to obtain licenses for promoters, medical clearances, licenses for athletes, or permits for events in order for us to promote and
conduct our live events and productions. In the event that we fail to comply with the regulations of a particular jurisdiction, whether
through our acts or omissions or those of third parties, we may be prohibited from promoting and conducting our live events and productions
in that jurisdiction. The inability to present our live events and productions in jurisdictions could lead to a decline in various revenue
streams in such jurisdictions, which could have an adverse effect on our business, financial condition, and results of operations.
We
are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and other anti-bribery and
anti-money laundering laws in countries outside of the United States in which we conduct our activities. The FCPA generally prohibits
companies and their intermediaries from making, promising, authorizing or offering improper payments or other things of value to foreign
government officials for the purpose of obtaining or retaining business, directing business to any person, or securing any improper business
advantage. The FCPA also requires U.S. issuers to make and keep books and records that accurately and fairly reflect the transactions
of the corporation and to devise and maintain an adequate system of internal accounting controls. Other countries in which we operate
also have anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities. We operate
in a number of countries which are considered to be at a heightened risk for corruption. Additionally, we operate adjacent to industry
segments, such as sports marketing, that have been the subject of past anti-corruption enforcement efforts. As a global company, a risk
exists that our employees, contractors, agents, managers, or other business partners or representatives could engage in business practices
prohibited by applicable U.S. laws and regulations, such as the FCPA, as well as the laws and regulations of other countries prohibiting
corrupt payments to government officials and others, such as the Bribery Act. There can be no guarantee that our compliance programs
will prevent corrupt business practices by one or more of our employees, contractors, agents, managers, or vendors, or that regulators
in the U.S. or in other markets will view our program as adequate should any such issue arise. Any actual or alleged violation of the
FCPA or other applicable anti-corruption laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement
actions, fines, damages, adverse media coverage, investigations, severe criminal or civil sanctions, any of which could have a material
adverse effect on our reputation, as well as our business, financial condition, results of operations and prospects. Responding to any
investigation or action would also likely result in a materially significant diversion of management’s attention and resources
and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor
liability for FCPA violations committed by companies in which we invest or that we acquire.
We
are also required to comply with economic sanctions laws imposed by the United States or by other jurisdictions where we do business,
which may restrict our transactions in certain markets, and with certain customers, business partners, and other persons and entities.
As a result, we may be prohibited from, directly or indirectly (including through a third-party intermediary), procuring goods, services,
or technology from, or engaging in transactions with, individuals and entities subject to sanctions, including sanctions arising from
the conflict involving Russia and Ukraine. We cannot guarantee that our efforts to remain in compliance with sanctions requirements will
be successful. Any violation of sanctions laws could result in fines, civil and criminal sanctions against us or our employees, prohibitions
on the conduct of our business (e.g., debarment from doing business with International Development Banks and similar organizations),
and damage to our reputation, which could have an adverse effect on our business, financial condition, and results of operations.
The
various regulations set out above have not materially impacted or affected the offering of our four core products: the Warrior Training
Program, UFC Fit Program, Alta Academy and the Alta Community.
Risks
Related to Our Securities and this Offering
We
are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company
may make our Ordinary Shares less attractive to investors.
We
are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company,
we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations
regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the
earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which we have
total annual gross revenue of at least US$1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the
market value of our Ordinary Shares held by non-affiliates exceeds US$700 million as of the end of our prior second fiscal quarter, and
(2) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period.
In
addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We may, in the future, elect not to avail ourselves of this exemption from new or revised accounting
standards and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging
growth companies.
We
cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors
find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share
price may be more volatile.
If
we fail to establish and maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable
regulations could be impaired.
Section
404(a) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that, beginning with our annual report for the year ending
June 30, 2024, our management assess and report annually on the effectiveness of our internal controls over financial reporting and identify
any material weaknesses in our internal controls over financial reporting. Although Section 404(b) of the Sarbanes-Oxley Act requires
our independent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal controls
over financial reporting, we have opted to rely on the exemptions provided to us by virtue of being a foreign private issuer and emerging
growth company, and consequently will not be required to comply with SEC rules that implement Section 404(b) of the Sarbanes-Oxley Act
until we lose our emerging growth company status.
In
order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting,
we will need to expend significant resources and provide significant management oversight. We have commenced the process of reviewing
and improving our internal controls over financial reporting for compliance with Section 404(a) of the Sarbanes Oxley Act. Implementing
any appropriate changes to our internal controls may require specific compliance training for our directors and employees, entail substantial
costs in order to modify our existing accounting systems, take significant periods of time to complete, and divert management’s
attention from other business concerns. These changes may not, however, be effective in maintaining the adequacy of our internal controls.
As
of the date of this filing, we have identified deficiencies in our internal controls that are deemed to be a material weakness. The matters
involving internal controls and procedures that our management considered to be a material weakness under the standards of the United
States Public Company Accounting Oversight Board (“PCAOB”) were (1) the lack of a formally implemented system of internal
control over financial reporting and limited or no associated written documentation of our internal control policies and procedures,
and (2) the lack of sufficient resources and key accounting personnel with sufficient knowledge and experience in reporting and compliance
with the SEC and PCAOB. Consequently, we have determined there is a material weakness in our internal control over financial reporting.
Although
this material weakness did not result in material adjustments to the financial statements, there is a reasonable possibility that a material
misstatement of the annual financial statements would not have been prevented or detected on a timely basis due to the failure to design
and implement appropriate segregation of duty controls. We are still in the process of remediating these control weaknesses.
In
order to remediate the identified material weaknesses, we have hired a new Chief Financial Officer, new accounting personnel and engaged
external temporary resources. Additionally, we have formed an Audit and Risk Committee, whose primary purpose is to assist the Board
in overseeing the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the Company’s
independent registered auditors’ qualifications and independence, and the performance of the Company’s independent registered
auditors, and the design and implementation of the Company’s internal audit function.
In
addition, we plan to further remediate the identified material weaknesses by implementing the following controls:
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Delegation
of authority, documenting stringent controls throughout the business. This will be reviewed by the Board on an annual basis, or more
frequently if there are significant changes in the business. |
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Upgrading
our financial reporting close process. This process will include a monthly review process performed by both the CFO and CEO, and
formal reporting to the Board. |
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Documenting
our internal control policies and procedures and designing an education process for the entire Company to ensure policies and procedures
are understood and adhered to by all. |
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Establishing
effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness of
our company’s consolidated financial statements and related disclosures. |
In
support of the above, we intend to enhance the finance and accounting function with additional key hires with relevant skills and continuing
professional education of all staff.
If
we are unable to conclude that we have effective internal controls over financial reporting or, at the appropriate time, our independent
auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial
reporting as required by Section 404(b) of the Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price
of our Ordinary Shares could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable
to meet the requirements of Section 404 of the Sarbanes-Oxley Act, we may not be able to remain listed on the NYSE American.
We
will incur increased costs as a result of having become a listed public company.
As
a listed public company, we incur legal, accounting, insurance and other expenses that would not be incurred by a private company, including
costs associated with public company reporting requirements. We are an Australian public company and will incur costs in order to comply
with the Corporations Act requirements for financial reporting. The Corporations Act reporting standards differ in certain significant
respects from generally accepted accounting principles in the United States.
We
also have incurred and will incur costs associated the Exchange Act, the Sarbanes-Oxley Act, the related rules implemented by the SEC
and the rules and regulations of the applicable listing standards of the NYSE American. We expect these rules and regulations to increase
our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable
to estimate these costs with any degree of certainty. These and other laws and regulations could also make it more difficult or costly
for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These and other laws and regulations
could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees
or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting
of our Ordinary Shares, fines, sanctions and other regulatory action and potentially civil litigation.
The
market price of our Ordinary Shares could fluctuate significantly, and you could lose all or part of your investment.
The
market price of our Ordinary Shares could fluctuate significantly as a result of a number of factors, including:
| ● |
fluctuations
in our financial performance; |
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economic
and stock market conditions generally and specifically as they may impact us, participants in our industry or comparable companies; |
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changes
in financial estimates and recommendations by securities analysts following our Ordinary Shares or comparable companies; |
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earnings
and other announcements by, and changes in market evaluations of, us, participants in our industry or comparable companies; |
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our
ability to meet or exceed any future earnings guidance we may issue; |
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changes
in business or regulatory conditions affecting us, participants in our industry or comparable companies; |
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changes
in accounting standards, policies, guidance, interpretations or principles; |
| ● |
announcements
or implementation by our competitors or us of acquisitions, technological innovations, or other strategic actions by our competitors;
or |
| ● |
trading
volume of our Ordinary Shares or sales of shares by our management team, directors or principal shareholders. |
These
and other factors could limit or prevent investors from readily selling their Ordinary Shares or otherwise negatively affect the liquidity
of our Ordinary Shares, and you could lose all or part of your investment.
The
market price of our Ordinary Shares could be adversely affected by future sales and distributions of our Ordinary Shares or the perception
that such sales and distributions may occur.
Sales,
distributions or issuances of a substantial number of our Ordinary Shares following this offering or the perception that such sales or
distributions might occur, could cause a decline in the market price of our Ordinary Shares or could impair our ability to obtain capital
through a subsequent offering of our equity securities or securities convertible into equity securities.
The
Ordinary Shares sold in this offering will be freely transferable without restriction or further registration under the Securities Act
of 1933, or the Securities Act, except for any Ordinary Shares held by our affiliates as defined in Rule 144 under the Securities Act.
Such shareholders will be subject to the lock up agreement described in “Underwriting.”
If
securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business,
our share price and trading volume could decline.
The
trading market for our Ordinary Shares will depend, in part, upon the research and reports that securities or industry analysts publish
about us or our businesses. We do not have any control over analysts as to whether they will cover us, and if they do, whether such coverage
will continue. If analysts do not commence coverage of us, or if one or more of these analysts cease coverage of us or fail to regularly
publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
In addition, if one or more of the analysts who cover us downgrade our Ordinary Shares or change their opinion of our Ordinary Shares,
our share price may likely decline.
We
may issue additional Ordinary Shares in the future, which may dilute our existing shareholders. We may also issue securities that have
rights and privileges that are more favorable than the rights and privileges accorded to our existing shareholders.
We
may issue additional securities in the future, including Ordinary Shares, and options, rights, warrants and other convertible securities
for any purpose and for such consideration and on such terms and conditions we may determine appropriate or necessary, including in connection
with equity awards, financings or other strategic transactions. Subject to the requirements of the Corporations Act, our board of directors
will be able to determine the class, designations, preferences, rights and powers of any additional shares, including any rights to share
in our profits, losses and dividends or other distributions, any rights to receive assets upon our dissolution or liquidation and any
redemption, conversion and exchange rights.
We
are not likely to issue dividends for the foreseeable future.
We
cannot assure you that our proposed operations will result in sufficient revenues to enable profitable operations or to generate positive
cash flow. For the foreseeable future, we anticipate that we will use any funds available to finance our growth and that we will not
pay cash dividends to shareholders. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless
they sell them. There is no assurance that shareholders will be able to sell shares when desired.
As
a foreign private issuer, we are permitted and expect to follow certain home country corporate governance practices in lieu of certain
NYSE American requirements applicable to domestic issuers.
As
a foreign private issuer listed on the NYSE American, we are permitted to follow certain home country corporate governance practices
in lieu of certain NYSE American practices. Following our home country corporate governance practices, as opposed to the requirements
that would otherwise apply to a U.S. company listed on the NYSE American, may provide less protection than is afforded to investors under
the NYSE American rules applicable to domestic issuers.
In
particular, we follow home country law instead of the NYSE American practice regarding:
| |
● |
the
NYSE American’s requirement to have a compensation committee and a nominating and corporate governance committee composed solely
of independent members of the board of directors. |
| |
|
|
| |
● |
the
NYSE American’s requirement that our independent directors meet in regularly scheduled executive sessions. The Corporations
Act does not require the independent directors of an Australian company to have such regularly scheduled executive sessions and,
accordingly, we have claimed this exemption. |
| |
|
|
| |
● |
the
NYSE American’s corporate governance listing standards applicable to domestic issuers requiring disclosure within four business
days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will
require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the NYSE American
corporate governance listing standards, as permitted by the foreign private issuer exemption. |
| |
|
|
| |
● |
the
NYSE American’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of
ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary shares.
In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general
meeting. |
| |
|
|
| |
● |
we
seek exemption from the NYSE American requirement that issuers obtain shareholder approval prior to the issuance of securities in
connection with certain acquisitions, private placements of securities, the establishment or amendment of certain stock option, purchase
or other compensation plans. Applicable Australian laws differ to NYSE American requirements, with the former requiring prior shareholder
approval in numerous circumstances, including (i) issuance of equity securities to related parties, e.g. directors or their associates
other than (generally speaking), in their sole capacity as an existing security holder (where the benefit is provided on the same
terms to all other security holders), or in certain circumstances where the benefit provided through the issuance is on arms’
length terms, or (ii) the issuance results in a shareholder or their associates obtaining a relevant interest (as that term is defined
in Australian law) increasing to more than 20%, or increasing from a starting point that is above 20% and below 90%. |
We
intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance
requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the NYSE American corporate governance rules and listing standards.
Because
we are a foreign private issuer, our officers, directors and principal shareholders are not subject to short-swing profit and insider
trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes
in share ownership under Section 13 of the Exchange Act and related SEC rules.
As
a foreign private issuer, we are permitted to file less information with the SEC than a domestic issuer.
As
a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose requirements for proxy solicitations under
Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing”
profit recovery provisions of Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements
with the SEC as frequently or as promptly as a domestic issuer, nor are we generally required to comply with the SEC’s Regulation
FD, which restricts the selective disclosure of material non-public information. Under Australian law, we prepare financial statements
on an annual and semi-annual basis, we are not required to prepare or file quarterly financial information. For as long as we are a “foreign
private issuer,” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements
on Form 6-K to the SEC as long as we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. However, the
information we file or furnish is not the same as the information that is required in annual on Form 10-K or Form 10-Q for U.S. domestic
issuers. Accordingly, there may be less information publicly available concerning us then there is for a company that files as a domestic
issuer.
We
may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime
and cause us to incur additional legal, accounting and other expenses.
We
are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. In order
to maintain our current status as a foreign private issuer, either (1) a majority of our Ordinary Shares must be either directly or indirectly
owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens
or residents, (b) more than 50% of our assets cannot be located in the United States and (c) our business must be administered principally
outside the United States. If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements
applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may
also be required to make changes in our corporate governance practices and to comply with United States generally accepted accounting
principles, as opposed to IFRS. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with
the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer.
As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs.
Our
Constitution and Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial
to our shareholders.
As
an Australian company we are subject to different corporate requirements than a corporation organized under the laws of the United States.
Our Constitution, as well as the Australian Corporations Act, set forth various rights and obligations that are unique to us as an Australian
company. These requirements may operate differently than those of many U.S. companies. You should carefully review the summary of these
matters set forth under the section entitled “Description of Share Capital”, and the copy of our Constitution (which is included
as an exhibit to the registration statement to which this prospectus forms a part), prior to investing in the Ordinary Shares.
The
NYSE American may delist our Ordinary Shares from trading on its exchange, which could limit investors’ ability to make transactions
in our Ordinary Shares and subject us to additional trading restrictions.
We
cannot assure you that our Ordinary Shares will continue to be listed on the NYSE American in the future. In order to continue listing
our Ordinary Shares on the NYSE American, we must maintain certain financial, distribution and share price levels and must maintain a
minimum number of holders of our Ordinary Shares.
If
the NYSE American delists our Ordinary Shares and we are not able to list our Ordinary Shares on another national securities exchange,
a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:
| ● |
the
liquidity of our Ordinary Shares; |
| |
|
| ● |
the
market price of our Ordinary Shares; |
| |
|
| ● |
our
ability to obtain financing for the continuation of our operations; |
| |
|
| ● |
the
number of investors that will consider investing in our Ordinary Shares; |
| |
|
| ● |
the
number of market makers in our Ordinary Shares; |
| |
|
| ● |
the
availability of information concerning the trading prices and volume of our Ordinary Shares; and |
| |
|
| ● |
the
number of broker-dealers willing to execute trades in our Ordinary Shares. |
Australian
companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their
interests.
We
are a public company limited by shares, registered and operating under the Corporations Act in Australia. Australian companies may not
have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such
action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights
of shareholders of an Australian company being more limited than those of shareholders of a company organized in the United States. Accordingly,
shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. Unless certain narrowly
identified principles exist, Australian courts are also unlikely to recognize or enforce against us judgments of courts in the United
States based on certain liability provisions of U.S. securities law and to impose liabilities against us, in original actions brought
in Australia, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition
in Australia of judgments obtained in the United States, although the courts of Australia may recognize and enforce the non-penal judgment
of a foreign court of competent jurisdiction without retrial on the merits, upon being satisfied about all the relevant circumstances
in which that judgment was obtained.
Anti-takeover
provisions in our Constitution and our right to issue preference shares could make a third-party acquisition of us difficult.
Some
provisions of our Constitution may discourage, delay or prevent a change in control or management that shareholders may consider favorable,
including power to issue preference shares and the proportional takeover approval provisions.
Under
the Constitution, any proportional takeover scheme must be approved by those shareholders holding shares included in the class of shares
in respect of which the offer to acquire those shares was first made. The registration of the transfer of any shares following the acceptance
of an offer made under a scheme is prohibited until that scheme is approved by the relevant shareholder class.
We
are also subject to the relevant takeover laws contained in Chapter 6 of the Corporations Act. Subject to a range of exceptions, the
Corporations Act prohibits the acquisition of a direct or indirect interest in issued voting shares of a company, if the acquisition
of that interest will lead to a person’s voting power (either alone or in combination with their “associates” as that
term is defined in the Corporations Act) in that company increasing to more than 20%, or increasing from a starting point that is above
20% and below 90% which may discourage takeover offers being made for us or may discourage the acquisition of a significant position
in our Ordinary Shares. This may have the ancillary effect of entrenching our board of directors and may deprive or limit our shareholders
the opportunity to sell their Ordinary Shares and may further restrict the ability of our shareholders to obtain a premium from such
transactions. See “Description of Share Capital.”
You
will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or
them, because we are incorporated in Australia and certain of our directors and officers reside outside the United States.
We
are incorporated in Australia, certain of our directors and officers reside outside the United States and substantially all of the assets
of those persons are located outside the United States. As a result, it may be impracticable or at least more expensive for you to bring
an action against us or against these individuals in Australia in the event that you believe that your rights have been infringed under
the applicable securities laws or otherwise. There is doubt as to the enforceability in the Commonwealth of Australia, in original actions
or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely upon federal or state securities laws
of the U.S., especially in the case of enforcement of judgments of U.S. courts where the defendant has not been properly served in Australia.
Future
sales of our Ordinary Shares or the perception that such sales may occur could depress the trading price of our Ordinary Shares.
After
the completion of this offering, based on an assumed offering price of US$3.27 per share, which represents the last reported sale
price of our Ordinary Shares as reported on the NYSE American on September 17, 2024, we expect to have 12,007,738 Ordinary
Shares (or 12,237,096 Ordinary Shares if the underwriters exercise their option to purchase additional Ordinary Shares in full,
and assuming no sale of Pre-Funded Warrants) outstanding, which may be resold in the public market in the future. We, and all of our
directors and executive officers, have signed lock-up agreements for a period of (i) three months after the date of this prospectus in
the case of our directors and officers if the offering is consummated after December 27, 2024, and (ii) three months after the date of
this prospectus in the case of our Company without the prior written consent of the representative of the underwriters subject to specified
exceptions. See “Underwriting.”
The
underwriters may, in their sole discretion and without notice, release all or any portion of the Ordinary Shares subject to lock-up agreements.
As restrictions on resale end, the market price of our Ordinary Shares could drop significantly if the holders of these Ordinary Shares
sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional
funds through future offerings of our securities.
Investors
purchasing the Ordinary Shares will suffer immediate and substantial dilution.
The
public offering price for our Ordinary Shares will be substantially higher than the net tangible book value per Ordinary Share immediately
after this offering. If you purchase Ordinary Shares in this offering, you will incur substantial and immediate dilution in the net tangible
book value of your investment. Net tangible book value per Ordinary Share represents the amount of total tangible assets less total liabilities,
divided by the number of Ordinary Shares then outstanding. To the extent that options or any convertible securities that are currently
outstanding are exercised or converted, there will be further dilution to your investment. We may also issue additional Ordinary Shares,
options and other securities in the future that may result in further dilution of your Ordinary Shares. See “Dilution” for
a calculation of the extent to which your investment will be diluted.
There
is no public market for the Pre-Funded Warrants being offered by us in this offering.
There
is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not
intend to apply to list the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without
an active market, the liquidity of the Pre-Funded Warrants will be limited.
The
Pre-Funded Warrants are speculative in nature.
The
Pre-Funded Warrants offered hereby do not confer any rights of Ordinary Share ownership on their holders, such as voting rights or the
right to receive dividends, but rather merely represent the right to acquire Ordinary Shares at a fixed price. Holders of the Pre-Funded
Warrants may acquire the Ordinary Shares issuable upon exercise of such warrants at an exercise price of $0.001 per Ordinary Share. Following
this offering, the market value of the Pre-Funded Warrants is uncertain and there can be no assurance that the market value of the Pre-Funded
Warrants will equal or exceed its public offering price.
USE
OF PROCEEDS
We
estimate that the net proceeds from our issuance and sale of 1,529,052 Ordinary Shares in this offering will be approximately
US$4,140,000, or approximately US$4,826,250 if the underwriters exercise their over-allotment option in full, based on
an assumed public offering price of US$3.27 per share, which represents the last reported sale price of our Ordinary Shares as
reported on the NYSE American on September 17, 2024, after deducting underwriting discounts and commissions and estimated offering
expenses payable by us, assuming no sale of Pre-Funded Warrants.
Each
US$1.00 increase (decrease) in the assumed public offering price of US$3.27 per share would increase (decrease) the net proceeds
to us from this offering by approximately US$1,529,052, assuming that the number of Ordinary Shares offered by us, as set forth
on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated
offering expenses payable by us, and assuming no sale of Pre-Funded Warrants. An increase (decrease) of 1.0 million in the number of
Ordinary Shares we are offering would increase (decrease) the net proceeds to us from this offering by approximately US$3,270,000,
assuming the assumed public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated
offering expenses payable by us, assuming no sale of Pre-Funded Warrants.
We
intend to use the net proceeds we receive from this offering as follows:
| |
● |
Approximately
US$745,014 for further product development, to continue to deliver sector specific solutions to the global martial arts and
combat sports community; |
| |
|
|
| |
● |
Approximately
US$2,276,431 to scale up the platform growth and marketing functions of our business, as we look to gain further traction
in North America and expand into new parts of Asia and Europe; and |
| |
|
|
| |
● |
The
remainder to be used as general working capital for general corporate purposes, including, without limitation, assessing potential
investments in or acquisitions of businesses or technologies that are synergistic with or complimentary to our business and technologies,
although we have no current commitments or obligations to do so. |
The
foregoing is set forth based on the order of priority for each purpose and represents our intentions based upon our current plans and
business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual
expenditures may vary significantly depending on numerous factors, including the progress of our development, the status of and results
of our sales, marketing and product development, any collaborations that we may enter into with third parties for our products and any
unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.
We
believe opportunities may exist from time to time to expand our current business through the acquisition or license or partnership. As
of the date hereof, we have not identified any specific acquisition candidates nor entered into any acquisition agreements. While we
have no current agreements or commitments for any specific acquisitions or license agreement or partnership arrangement at this time,
we may use a portion of the net proceeds for these purposes.
Pending
any use described above, we plan to invest the net proceeds in short-term, interest-bearing, debt instruments.
EXCHANGE
RATE INFORMATION
The
Australian dollar is convertible into U.S. dollars at freely floating rates. There are no legal restrictions on the flow of Australian
dollars between Australia and the United States. Any remittance of dividends or other payments by us to persons in the United States
are not and will not be subject to any exchange controls.
The
table below sets forth, for the periods identified, the number of U.S. dollars per Australian dollar as quoted by the Federal Reserve
Bank of New York. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in the
prospectus or will use in the preparation of our periodic reports or any other information to be provided to you. We make no representation
that any Australian dollar or U.S. dollar amounts could have been or could be converted into U.S. dollars or Australian dollars, as the
case may be, at any particular rate, the rates stated below, or at all. For information on the effect of currency fluctuations on our
results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
| Period |
|
Period
End |
|
|
Average |
|
|
High |
|
|
Low |
|
| |
|
|
(U.S.
dollars per Australian dollar) |
|
| Year
Ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June
30, 2022 |
|
|
0.6905 |
|
|
|
0.7256 |
|
|
|
0.7598 |
|
|
|
0.6852 |
|
| June
30, 2023 |
|
|
0.6663 |
|
|
|
0.6731 |
|
|
|
0.7119 |
|
|
|
0.6219 |
|
| Nine Months Ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| March
31, 2023 |
|
|
0.6704 |
|
|
|
0.6704 |
|
|
|
0.6768 |
|
|
|
0.6600 |
|
| March
31, 2024 |
|
|
0.6524 |
|
|
|
0.6524 |
|
|
|
0.6627 |
|
|
|
0.6507 |
|
DIVIDENDS
AND DIVIDEND POLICY
Since
our inception, we have not declared or paid any dividends on our shares. We intend to retain any earnings for use in our business and
do not currently intend to pay cash dividends on our Ordinary Shares. Dividends, if any, on our outstanding Ordinary Shares will be declared
by and subject to the discretion of our board of directors, and subject to Australian law.
Any
dividend we declare on our Ordinary Shares will be paid in Australian dollars. Cash dividends on our Ordinary Shares, if any, will be
paid in Australian dollars. See “Description of Share Capital.”
CAPITALIZATION
The
following table sets forth our cash and cash equivalents and capitalization as of March 31, 2024:
| |
● |
on
an actual basis; |
| |
|
|
| |
● |
on
a pro forma basis after giving effect to the Company receiving A$8,842,460 from Initial Public Offering proceeds on April 2, 2024;
and |
| |
|
|
| |
● |
on
a pro forma as adjusted basis to giving further effect to the issuance and sale of 1,529,052 Ordinary Shares in this offering
at an assumed offering price of US$3.27 per share, which represents the last reported sale price of our Ordinary Shares as
reported on the NYSE American on September 17, 2024, after deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us, and assuming no sale of Pre-Funded Warrants. |
| | |
March
31, 2024 (unaudited) | |
| | |
Actual
(unaudited) | | |
Pro
Forma | | |
Pro
Forma As Adjusted | |
| Cash
and cash equivalents | |
A$ | 98,790 | | |
| 8,941,250 | | |
| 6,443,005 | |
| Non-current
debt | |
A$ | 233,685 | | |
| 233,685 | | |
| 233,685 | |
| Equity | |
| | | |
| | | |
| | |
| Contributed
equity | |
A$ | 49,521,160 | | |
| 49,521,160 | | |
| 55,865,375 | |
| Reserves | |
A$ | 4,863,812 | | |
| 4,863,812 | | |
| 4,863,812 | |
| Accumulated
losses | |
A$ | (49,160,337 | ) | |
| (49,160,337 | ) | |
| (49,160,337 | ) |
| Total
equity | |
A$ | 5,224,635 | | |
| 5,224,635 | | |
| 11,568,850 | |
| | |
| | | |
| | | |
| | |
| Total
capitalization | |
A$ | 5,458,320 | | |
| 5,458,320 | | |
| 11,802,535 | |
An
increase or decrease of US$1.00 in the assumed public offering price per Ordinary Share would increase or decrease our total equity and
total capitalization, on an as adjusted basis, by approximately US$2,144,113, after deducting the underwriting discounts, commissions
and estimated offering expenses payable by us, assuming no sale of any Pre-Funded Warrants.
The
pro forma as adjusted information set forth above is illustrative only and our capitalization following the completion of this offering
will be adjusted based on the actual public offering price and other terms of our public offering determined at pricing. You should read
this information in conjunction with our financial statements and the related notes included in this prospectus and the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in
this prospectus.
The
number of Ordinary Shares that will be outstanding after this offering is based on 10,478,686 Ordinary Shares outstanding as of
the date of this prospectus, and the sale of 1,529,052 Ordinary Shares in this offering (at an assumed public offering price of
US$3.27 per Ordinary Share, which represents the last reported sale price of our Ordinary Shares as reported on the NYSE American
on September 17, 2024), assuming no sale of any Pre-Funded Warrants, and excludes:
| |
● |
1,532,641
Ordinary Shares issuable upon the exercise of options outstanding as of the date of this prospectus at a weighted average exercise
price of USD$2.82; |
| |
|
|
| |
● |
65,000
Ordinary Shares issuable upon the exercise of warrants outstanding as of the date of this prospectus at an exercise price of USD$6.25; |
| |
|
|
| |
● |
730,229
Ordinary Shares issuable upon the vesting of Restricted Units outstanding as of the date of this prospectus; and |
| |
|
|
| |
● |
550,000 Ordinary Shares issuable upon the vesting of
performance share rights outstanding as of the date of this prospectus. |
Except
as otherwise indicated herein, all information in this prospectus assumes:
| |
● |
no exercise by the underwriters
of their option to purchase additional Ordinary Shares and/or Pre-Funded Warrants in this offering; and |
| |
|
|
| |
● |
no exercise of the Representative’s warrants to purchase 76,453 Ordinary Shares (5% of the Ordinary Shares
and Pre-Funded Warrants sold in this offering) issuable to the representative of the underwriters in connection with this offering. |
DILUTION
If
you invest in the Ordinary Shares, your interest will be immediately diluted to the extent of the difference between the public offering
price per Ordinary Share in this offering and the net tangible book value per Ordinary Share after this offering. Dilution results from
the fact that the public offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share
attributable to the existing shareholders for our presently outstanding Ordinary Shares.
Our
historical net tangible book value as of March 31, 2024 was approximately US$2,698,968, or US$0.26 per Ordinary Share. Net tangible book
value per share represents the amount of total tangible assets, less our total liabilities, divided by the total number of Ordinary Shares
outstanding as of March 31, 2024. Dilution is determined by subtracting net tangible book value per Ordinary Share from the assumed public
offering price per Ordinary Share, which is US$3.27 per Ordinary Share, which represents the last reported sale price of our Ordinary
Shares as reported on the NYSE American on September 17, 2024, after deducting underwriting discounts, commissions and estimated
offering expenses payable by us.
After
giving effect to our sale of Ordinary Shares offered in this offering at the assumed public offering price of US$3.27 per Ordinary
Share, which represents the last reported sale price of our Ordinary Shares as reported on the NYSE American on September 17,
2024, after deduction of underwriting discounts, commissions and estimated offering expenses payable by us, our pro forma as adjusted
net tangible book value as of March 31, 2024, would have been approximately US$6,837,934, or US$0.57 per outstanding Ordinary
Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.31 per Ordinary Share to
shareholders and an immediate dilution of US$2.70 per Ordinary Share to purchasers of Ordinary Shares in this offering. The following
table presents this dilution to new investors purchasing Ordinary Shares in the offering:
| | |
As
of March 31, 2024 | |
| | |
(US$
per Ordinary Share) | |
| Assumed
public offering price per Ordinary Share | |
$ | | | |
| 3.27 | |
| Pro
forma net tangible book value as of March 31, 2024 | |
$ | 0.26 | | |
| | |
| Increase
in pro forma as adjusted net tangible book value per share attributable to new investors purchasing shares | |
$ | 0.31 | | |
| | |
| Pro
forma as adjusted net tangible book value after giving effect to the public offering | |
$ | | | |
| 0.57 | |
| Dilution
per share to new investors purchasing in the public offering | |
$ | | | |
| 2.70 | |
Each
US$1.00 increase (decrease) in the assumed public offering price of US$3.27 per Ordinary Share after deducting underwriting discounts,
commissions and estimated offering expenses payable by us would increase (decrease) the pro forma as adjusted net tangible book value
after giving effect to this offering to US$0.69 or (US$0.45) per Ordinary Share, respectively, assuming no exercise of
the overallotment option granted to the underwriters, and would increase (decrease) the dilution to investors in the offering to US$3.58
or (US$2.28) per Ordinary Share.
An
increase (decrease) of 1.0 million Ordinary Shares in the number of Ordinary Shares we are offering would increase (decrease) our pro
forma as adjusted net tangible book value as of March 31, 2024 after this offering to approximately US$0.76 or (US$0.35)
per Ordinary Share, and would decrease (increase) dilution to investors to approximately US$2.51 or (US$3.38) per Ordinary
Share, assuming the public offering price per Ordinary Share, as set forth on the cover page of this prospectus remains the same, and
after deducting the estimate underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses
payable by us. The as adjusted information is illustrative only, and we will adjust this information based on the actual public offering
price and other terms of this offering determined at pricing.
If
the underwriters exercise their overallotment option in full, the pro forma as adjusted net tangible book value per Ordinary Share after
the offering would be US$0.61, the increase in pro forma as adjusted net tangible book value per Ordinary Share to shareholders
would be US$0.36, and the immediate dilution in pro forma as adjusted net tangible book value per Ordinary Share to investors
in this offering would be US$2.66.
The
number of Ordinary Shares that will be outstanding after this offering is based on 10,478,686 Ordinary Shares outstanding as of
the date of this prospectus and the sale of 1,529,052 Ordinary Shares in this offering (at an assumed public offering price of
US$3.27 per Ordinary Share), assuming no sale of any Pre-Funded Warrants, and excludes:
| |
● |
1,532,641
Ordinary Shares issuable upon the exercise of options outstanding as of the date of this prospectus at a weighted average exercise
price of USD$2.82; |
| |
|
|
| |
● |
65,000
Ordinary Shares issuable upon the exercise of warrants outstanding as of the date of this prospectus at an exercise price of USD$6.25; |
| |
|
|
| |
● |
730,229
Ordinary Shares issuable upon the vesting of Restricted Units outstanding as of the date of this prospectus; and |
| |
|
|
| |
● |
550,000 Ordinary Shares issuable upon the vesting of
performance share rights outstanding as of the date of this prospectus. |
Except
as otherwise indicated herein, all information in this prospectus assumes:
| |
● |
no exercise by the underwriters
of their option to purchase additional Ordinary Shares and/or Pre-Funded Warrants in this offering; and |
| |
|
|
| |
● |
no
exercise of the Representative’s warrants to purchase 76,453 Ordinary Shares
(5% of the Ordinary Shares and Pre-Funded Warrants sold in this offering) issuable to the
representative of the underwriters in connection with this offering. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated
financial statements and the related notes and the other financial information included elsewhere in this prospectus. This discussion
contains forward-looking statements based upon our current plans and expectations that involve risks, uncertainties, and assumptions,
such as statements regarding our plans, objectives, expectations, intentions, and beliefs. Our actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not
limited to, those set forth under “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and
elsewhere in this prospectus. Our fiscal year ends each year on June 30. Reference to a year relates to the fiscal year, ended in June
30 of the year indicated, rather than the calendar year, unless indicated by a specific date.
Company
Overview
We
are a technology company that is enabling the global martial arts and combat sports industry to maximize the monetization opportunities
available to the sector by increasing consumer participation in the sport and building upon existing community offerings within the sector.
While we believe martial arts and combat sport gyms have a superb in-gym product, they are ripe for transformation when it comes to building
sales channels, customer onboarding, optimizing engagement and driving the growth and retention of members and membership revenues within
their gym communities.
We
believe that the Alta Platform represents a considerable opportunity to aggregate the vast global community ecosystem for martial arts
and combat sports, via a single platform solution that will define the sector’s digital transformation, converting one of the world’s
largest fan bases into participants. The Alta Platform serves as a comprehensive solution for martial arts and combat sports.
During
the reporting periods, our principal activity was the provision and administration of the Warrior Training Program. Specifically, the
provision of marketing intellectual property, payments software, training syllabus and outsourced customer sales and service resources
to our licensee partner gyms throughout the world.
Recent
Developments
On
April 2, 2024, we completed our initial public offering, raising $6,500,000 by selling 1,300,000 shares at $5.00 per share. All previously
issued convertible notes were converted or redeemed. As of March 31, 2024, there are no convertible notes, host, or derivative liabilities
on the Consolidated Statement of Financial Position. Remaining interest and final fair value movement in derivative liability are reflected
in the Consolidated Statement of Profit or Loss.
Throughout
April 2024, we partnered with renowned combat sports figures, including Rafael Cordeiro (Mike Tyson’s coach) for online Muay Thai
training and former UFC champion Daniel Cormier for wrestling instructional videos, targeting both beginners and seasoned athletes.
In
May 2024, we celebrated success in expanding the global MMA community. The Warrior Training Program at SBG Ireland has historically attracted
over 700 new members, boosting gym memberships and revenue. MMA superstar Conor McGregor, an Alta investor, endorsed the program to help
drive global combat sports participation. We also announced a strategic partnership with Upper Management in Mexico to launch the Warrior
Training Program in multiple gyms and create content for the burgeoning Mexican MMA fanbase. Further, we also showcased our partnership
with City Kickboxing in New Zealand, transforming over 800 beginners into cage-ready athletes through the Warrior Training Program, significantly
boosting gym memberships and community engagement.
In
May 2024, we completed the acquisition of the assets of Hype for USD$100,000, an all-in-one digital marketing platform, designed to help
small businesses grow in today’s age of social media. Hype’s software platform strengthens the Company’s vision to
convert 640 million MMA fans to participants by providing invaluable tools to our gym owner, coach, and athlete partners to not only
grow their revenues, but also operate more efficiently, save costs and enhance the offerings to their members and community. This acquisition
is expected to accelerate Alta’s technology roadmap, bringing forward new subscription revenue opportunities for us, whilst creating
cost synergies by materially reducing product development overhead and bringing valuable technology expertise, skills and talent into
the business.
In
June 2024, we partnered with legendary MMA coach Eric Nicksick and former UFC fighters Jessica-Rose Clark and Gilbert Melendez to help
strengthen our connection to 640 million global MMA fans.
In
September 2024, we announced a revenue share agreement with UFC Gym Group in relation to the intention of rolling out the Warrior
Training Program and Hype across UFC Gym Group’s global network of gyms, consisting of both corporate-owned and franchise
locations (with over 150 locations in 40 countries, including 80 in the United States). In addition, UFC Gym Group has hundreds of gyms in development. In the initial phase, these programs are expected
to be introduced in locations across the United States, the Middle East, the UK, Germany, Mexico, India and Central Asia.
In September 2024, Conor McGregor was appointed as a global ambassador and
will provide services customarily associated with such roles for a company in the mixed martial arts and technology sector.
Financial
Overview
We
have incurred significant losses since our inception. We may continue to incur significant losses for the foreseeable future. There can
be no assurance that we will ever achieve or maintain profitability. We currently generate revenue from the sales of our products and
programs, but as these do not currently support the operational expenses of the Company, we cannot provide assurance that we will ever
be profitable.
During
the reporting periods, our operations were significantly impacted from the ongoing COVID-19 pandemic, particularly in Australia and New
Zealand. From March 2020 to June 2022, due to the COVID-19 pandemic, our operations were significantly impacted by government policy
in our operational territories that closed gyms and prevented us from running our programs with our partner gyms. The extent and duration
of lockdowns and the loss of consumer confidence in their ability to consistently access gyms in an uninterrupted manner for at least
24 months, meant that our business could not operate in any normal way during this period. As a result, our revenues were significantly
affected and the business had to recapitalize its balance sheet in a series of funding rounds from late 2020 through 2022. The significant
step the business took to mitigate this risk from late 2022 onwards was the investment in the creation of our online digital training
platform, the Alta Academy. This has enabled the creation of a digital-only training subscription that will offer the business a more
diversified revenue stream that is unaffected by lockdown policies equivalent to what was experienced in our operating territories from
2020 to 2022.
A
positive impact of the COVID-19 pandemic was that it allowed us to understand our consumers’ desire for more online information
and coaching content which could be used to supplement an “in gym” training experience or membership. The COVID-19 pandemic
also allowed us to validate our business model as the payment hub that intermediates the relationship between consumers and gyms. Serving
as a custodian of all payments during the pandemic allowed us to communicate with all affected consumers and apply uniform policies regarding
suspending payments and issuing refunds. Had these monies been held by individual gyms, the consumer experience would have been highly
variable from territory to territory. This reinforced an important component of our customer value proposition of providing a homogenous
payments experience and consumer protection, regardless of which gym a consumer trains in.
At
this stage inflation has not had a material effect on our operations, however this is somewhat due to the present scale of our company.
The nature of our business model also provides material protection against inflationary impacts as we do not have property leases, employ
coaches or operate gyms. Rather, we match consumers with in-gym training experiences, collect payments and distribute a revenue share
to the gym where the services are being redeemed. This means that our operating costs are small, relative to a traditional gym chain,
which provides inherent protection against uncertain inflationary forces. Despite this, we believe it is reasonable to assume that inflation
and a rising interest rate environment, which are designed to reduce consumer demand, may soften product demand for our premium priced
Warrior Training Program.
Historically,
the performance of the business has been impacted by our inability to obtain sufficient funding due to the deterioration in capital market
conditions during 2022. As a result, to preserve runway, we managed costs appropriately and slowed down the launch of new Warrior Training
Programs over the reporting period until sufficient capital was secured, which occurred in April 2023.
Despite
the foregoing challenges, we have continued our growth since April 2023, by delivering the following strategic initiatives to establish
transformational change and momentum in the reporting period.
| |
● |
We
launched our first online offering, the Alta Academy, to complement and further leverage our in-gym training experiences for our
customers. This contains digital content extends beyond MMA, including jiu jitsu, boxing, wrestling, and Muay Thai, among others,
with new masterclasses delivered by our elite coaching talent, including Rafael Cordeiro, Mike Angove, and Nikki Lloyd-Griffiths. |
| |
● |
We
launched four new membership tiers for Alta members, including an In-Gym Training membership tier, which leverages underutilized
capacity within our gym partner network and allows Alta members to train in our partner gyms. |
| |
● |
We
launched the first iteration of the Alta Community platform, which we believe will drive the growth of the gym and coaching communities
though the provision of new content and channels. This included the launch of gym channels. The gym channels feature is used to house
multimedia content that pertains to a specific gym’s profile on the Alta Community. This currently includes multimedia content
such as gym walkthrough videos (point of view videos demonstrating the gym’s facility) as well as interviews with gym owners
and coaches. |
| |
● |
We
successfully completed our pilot UFC Fit program with UFC Gym in San Jose. We are currently negotiating the roll-out the UFC Fit
program across the UFC Gym network. |
| |
● |
We
completed the acquisition of the assets of Steppen Pty Ltd, a fitness technology company based in Australia (“Steppen”).
Steppen is a dynamic fitness app designed to inspire, guide, and support users on their fitness journey. The Steppen platform quickly
resonated with young fitness enthusiasts around the globe, particularly in the U.S., accumulating a large following quickly after
its global launch in mid-2021. The Steppen App has seen success with over 395,000 downloads, predominantly from the U.S., reaching
over 1.8 million impressions on the Apple App Store. With a robust database of over 270,000 accounts, we believe that the Steppen
App has established a substantial user base. We plan to continue Steppen App’s operations and integrate key aspects of its
proprietary Apple mobile application technology, while exploring ways to optimize content and services for users, leveraging the
acquired expertise and technology. We believe the synergy from this acquisition is poised to drive growth, diversification, and market
expansion for Alta in the burgeoning health and wellness sector. |
| |
● |
We
completed the acquisition of the assets of Mixed Martials Arts LLC, an independent MMA media
company, based in the U.S. Mixed Martial Arts LLC represents a valuable opportunity to us, as it is one of the last independent
MMA media companies not acquired by a major corporation, making it a novel asset in the digital MMA landscape. With a substantial
digital presence, the platform boasts more than 260,000 forum accounts, more than 350,000 monthly engaged sessions, and a significant
social media footprint, including over 5 million followers across Facebook pages. Mixed Martial Arts LLC has previously initiated
effective monetization strategies, generating peak annual revenues of up to US$600,000. With the right investment in technology and
user engagement, we believe there is considerable potential for revitalizing and growing the platform’s user base and revenue
streams. |
| |
● |
We
launched ticketing services for live Alta events and seminars, including the Warrior Training Program finale events. Since launching
to March 31, 2024, we have generated ticketing revenue of A$144,817. |
| |
● |
We
completed our initial public offering, raising $6,500,000 by selling 1,300,000 shares at $5.00 per share. All previously issued convertible
notes were converted or redeemed. As of March 31, 2024, there are no convertible notes, host, or derivative liabilities on the Consolidated
Statement of Financial Position. Remaining interest and final fair value movement in derivative liability are reflected in the Consolidated
Statement of Profit or Loss. |
Historical
Results and Principal Markets in Which We Operate
Below
is a breakdown of total revenues generated by us through the Warrior Training Program, our primary product historically, by geography
over the last three financial years and for the nine months ended March 31, 2024 in Australian dollars.
Internal
management reporting presents revenue on a consolidated basis. This management reporting does not allocate revenue based on geographical
location. As such current management reporting framework are not reviewed to a specific geographical reporting location.
‘Total’
column has been extracted from audited set of consolidated financial statements over the last three financial years and from the unaudited
interim consolidated financial statements for the nine months ended March 31, 2024 in Australian dollars.
‘Country
Specific’ columns are not audited, as we have only one reportable segment. The determination of the these ‘Country Specific’
columns were based on management’s judgement that took into account program location and programs activated and recognized.
| FY
2021 | |
Total | | |
North
America | | |
Europe | | |
ANZ | |
| Revenue
from Program Fees | |
| 1,372,974 | | |
| 115,262 | | |
| 381,382 | | |
| 876,330 | |
| Less:
Contractual liabilities to gyms | |
| (773,528 | ) | |
| (64,938 | ) | |
| (214,869 | ) | |
| (493,721 | ) |
| Net
Revenue from Program Fees | |
| 599,446 | | |
| 50,324 | | |
| 166,513 | | |
| 382,609 | |
| Other
Revenue | |
| 446,262 | | |
| - | | |
| - | | |
| 446,262 | |
| FY
2022 | |
Total | | |
North
America | | |
Europe | | |
ANZ | |
| Revenue
from Program Fees | |
| 2,050,044 | | |
| 330,491 | | |
| 430,639 | | |
| 1,288,914 | |
| Less:
Contractual liabilities to gyms | |
| (1,215,191 | ) | |
| (195,903 | ) | |
| (255,267 | ) | |
| (764,021 | ) |
| Net
Revenue from Program Fees | |
| 834,853 | | |
| 134,588 | | |
| 175,372 | | |
| 524,893 | |
| Other
Revenue | |
| 105,950 | | |
| - | | |
| - | | |
| 105,950 | |
| FY
2023 | |
Total | | |
North
America | | |
Europe | | |
ANZ | |
| Revenue
from Program Fees | |
| 937,311 | | |
| 9,373 | | |
| 393,671 | | |
| 534,267 | |
| Less:
Contractual liabilities to gyms | |
| (574,025 | ) | |
| (5,740 | ) | |
| (241,091 | ) | |
| (327,194 | ) |
| Net
Revenue from Program Fees | |
| 363,286 | | |
| 3,633 | | |
| 152,580 | | |
| 207,073 | |
| Other
Revenue | |
| 1,173,421 | | |
| - | | |
| - | | |
| 1,173,421 | |
| Nine
Months Ended March 31, 2024 | |
Total | | |
North
America | | |
Europe | | |
ANZ | |
| Revenue
from Program Fees | |
| 954,621 | | |
| - | | |
| 410,485 | | |
| 544,136 | |
| Less:
Contractual liabilities to gyms | |
| (556,098 | ) | |
| - | | |
| (239,122 | ) | |
| (316,975 | ) |
| Net
Revenue from Program Fees | |
| 398,523 | | |
| - | | |
| 171,363 | | |
| 227,160 | |
| Other
Revenue | |
| 172,760 | | |
| - | | |
| - | | |
| 172,760 | |
Components
of our Results of Operations for the Year Ended June 30, 2023
Revenues
Sales
revenue consists of license fees and are recognized upon the provision of the right to access our intellectual property related to the
Warrior Training Program, which is a set of mixed martial arts training programs and relevant branding and support.
We
enter into contracts with our partner gyms for the partner gym to run our Alta branded Warrior Training Program for 20 weeks within their
gym. The contract is accompanied by a license agreement between us and our partner gyms. The determination of the program revenue amount
is dependent on the number of participants in each series for each gym. We receive payment in advance directly from the participant.
We are then required to settle contractual payments to the partner gyms as a percentage of the total training fees collected from participants.
Net revenue from program fees is the gross program fees, less contractual payments to our partner gyms. Revenues from sales of the Warrior
Training Program represented greater than 80% of our recurring revenues during the years ended June 30, 2022 and 2023.
Other
Income
Research
and Development Grant
The
R&D Grant relates to tax incentive payments from the Australian government’s Innovation Australia Research and Development
Tax Incentive Plan for research and development activities conducted in Australia in relation to the development of the technology underlying
our platform that meets the regulatory criteria. A refundable tax offset is available to eligible companies with an annual aggregate
revenue of less than A$20,000,000. Eligible companies can receive cash amounts equal to 43.5% of eligible research and development expenditures
from the Australian Taxation Office (the “ATO”).
Expenses
Research
and Development
We
incur research and development expenses related to the development of our software platform. The goal of our research and development
activities is to develop and provide a complete cloud-based solution that connects consumers with gyms, provides training programs for
members, provides complete gym management capabilities, and integrates payment technology.
The
primary research and development expenses incurred by us for the years ended June 30, 2023 and June 30, 2022 were for salaries and wages
relating to research and development activities and external contractor costs relating to research and development activities.
Contractual
Obligations to Gyms
We
enter into license agreements with partner gyms for the implementation of our branded 20 week Warrior Training Program. Under the license
agreements, we receive all revenue generated from the implementation of our Warrior Training Program by our partner gyms, and subsequently
distributes a portion of such revenues to our gym partners based on the terms of the license agreements. We recognize these contractual
obligations to gyms as a component of net revenue from program fees.
Marketing
and Advertising
We
incur marketing and advertising expenses for the promotion, and the generation of leads and revenue for the Warrior Training Program.
Marketing and advertising expenses are recognized as an expense as incurred. Our marketing and advertising costs consist primarily of:
| ● |
salaries
and related overhead expenses for personnel in marketing and advertising functions (for example wages, salaries and associated on
costs such as superannuation, share-based incentives and payroll taxes, plus travel costs and recruitment fees for new hires); and |
| |
|
| ● |
third
party costs for consultants who perform marketing and advertising activities on our behalf and under our direction, rent costs for
our global offices, and other miscellaneous costs. |
Management
and Administration
Management
and administration costs are recognized as an expense as incurred. Our management and administration costs consist primarily of employee
salaries and related costs for employees in executive, corporate and administrative functions. Other significant management and administration
expenses include audit fees, legal fees, finance support fees and other business consultant fees. Employee
salaries and benefits include wages and salaries, superannuation, non-monetary benefits, payroll taxes, annual leave and long service
leave.
Financing
Costs
Our
convertible notes can be converted into Ordinary Shares upon specific conversion events and are recognized as financial liabilities as
the number of Ordinary Shares to be issued may vary with changes in fair value. Interest related to the financial liability is recognized
in profit or loss.
Fair
Value on Financial Liabilities
Fair
value of financial liabilities comprises the fair value adjustment relating to embedded derivatives relating to the conversion option
within convertible notes. Please refer to Notes 21 and 22 of our consolidated financial statements for further detail.
Share
Based Payment Expense
Share
based compensation expenses are recognized in line with our accounting policy for share based compensation, which is described Note 22
of our consolidated financial statements. Share based compensation expenses consist of costs related to share based incentives granted
to personnel across all functions and key advisers and ambassadors.
Information
Technology Costs
Information
technology costs are incurred to support our technology stack including subscriptions and systems and maintenance costs.
Depreciation
and Amortization
Property,
Plant and Equipment, Right of Use assets and intangible assets such as trademarks and platform development costs are held and depreciated
on straight-line basis. The depreciation and amortization is recognized in the profit and loss. For further detail please refer to Notes
11, 12 and 20 of our consolidated financial statements.
Other
Expenses
Other
expenses include rent, foreign exchange gains and losses and other general costs that we incur.
Results
of Operations for the Years Ended June 30, 2023 and 2022
Comparison
of our results for the years ended June 30, 2023 and June 30, 2022
The
following table summarizes our results of operations for the fiscal years ended June 30, 2023 and June 30, 2022, respectively, and provides
information regarding the dollar and percentage increase (or decrease) during such periods.
| | |
For
the Year Ended June 30, | | |
Change | |
| | |
2023 | | |
2022 | | |
A$ | | |
% | |
| | |
(audited) | |
| Consolidated
Income Statement Data: | |
| | | |
| | | |
| | | |
| | |
| Revenue: | |
| | | |
| | | |
| | | |
| | |
| Revenue
from Program Fees | |
A$ | 937,415 | | |
A$ | 2,050,044 | | |
| (1,112,629 | ) | |
| (54 | ) |
| Less:
Contractual payments to gyms | |
A$ | (574,025 | ) | |
A$ | (1,215,191 | ) | |
| 641,166 | | |
| 53 | |
| Net
Revenue from program fees | |
A$ | 363,390 | | |
A$ | 834,853 | | |
| (471,463 | ) | |
| (56 | ) |
| Other
income: | |
| | | |
| | | |
| | | |
| | |
| Other
income | |
A$ | 1,173,421 | | |
A$ | 105,950 | | |
| 1,067,471 | | |
| 1,007 | |
| Total
revenue and other income | |
A$ | 1,536,811 | | |
A$ | 940,803 | | |
| 596,008 | | |
| 63 | |
| Expenses: | |
| | | |
A$ | | | |
| | | |
| | |
| Program
expenses | |
A$ | 229,848 | | |
A$ | 342,600 | | |
| (112,752 | ) | |
| (33 | ) |
| Employee
Salaries and benefits | |
A$ | 4,219,655 | | |
A$ | 4,664,013 | | |
| (444,358 | ) | |
| (10 | ) |
| Share
Based Payments | |
A$ | 2,365,384 | | |
A$ | 1,546,983 | | |
| 818,401 | | |
| 53 | |
| Advertising
fees | |
A$ | 721,713 | | |
A$ | 3,615,399 | | |
| (2,893,686 | ) | |
| (80 | ) |
| Professional
fees | |
A$ | 864,419 | | |
A$ | 685,870 | | |
| 178,549 | | |
| 26 | |
| Rent | |
A$ | 11,793 | | |
A$ | 2,366 | | |
| 9,427 | | |
| 398 | |
| IT
costs | |
A$ | 633,220 | | |
A$ | 640,403 | | |
| (7,183 | ) | |
| (1 | ) |
| Depreciation
and amortization | |
A$ | 360,021 | | |
A$ | 260,651 | | |
| 99,370 | | |
| 38 | |
| Net
foreign exchange gain | |
A$ | (47,359 | ) | |
A$ | (26,079 | ) | |
| (21,280 | ) | |
| (82 | ) |
| Finance
costs | |
A$ | 4,472,730 | | |
A$ | 2,191,803 | | |
| 2,280,927 | | |
| 104 | |
| Other
expenses | |
A$ | 1,432,094 | | |
A$ | 965,808 | | |
| 466,286 | | |
| 48 | |
| Fair
value movement in derivative liability | |
A$ | 6,870,729 | | |
A$ | (2,751,564 | ) | |
| 9,622,293 | | |
| 350 | |
| Total
Expenses | |
A$ | 22,134,247 | | |
A$ | 12,138,253 | | |
| 9,995,994 | | |
| 82 | |
| Loss
before income tax expense | |
A$ | (20,597,436 | ) | |
A$ | (11,197,450 | ) | |
| (9,399,986 | ) | |
| (84 | ) |
| Income
tax expense | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss
after income tax expense for the year | |
A$ | (20,597,436 | ) | |
A$ | (11,197,450 | ) | |
| (9,399,986 | ) | |
| (84 | ) |
| Other
comprehensive loss, net of tax | |
A$ | (36,465 | ) | |
A$ | (31,312 | ) | |
| (5,153 | ) | |
| (16 | ) |
| Total
comprehensive loss for the year attributable to the members of the Alta Global Group Limited | |
A$ | (20,633,901 | ) | |
A$ | (11,228,762 | ) | |
| (9,405,139 | ) | |
| (84 | ) |
| Loss
per share: | |
| | | |
| | | |
| | | |
| | |
| Basic
loss per share | |
A$ | (5.26 | ) | |
A$ | (2.86 | ) | |
| | | |
| | |
| Diluted
loss per share | |
A$ | (5.26 | ) | |
A$ | (2.86 | ) | |
| | | |
| | |
Revenues
During
the year ended June 30, 2023, we generated A$937,415 in revenue from program fees and A$363,390 in net revenue from program fees, which
deducts our contractual payments to the gyms.
This
was a decrease of A$1,112,629 compared to A$2,050,044 in revenue from program fees during the year ended June 30, 2022, and a decrease
of A$471,463 compared to A$834,853 in net revenue from program fees for the year ended June 30, 2022.
The
following table shows movement within revenue for the years ended June 30, 2023 and June 30, 2022, respectively, together with the changes
in those items:
| | |
For
the Year Ended June 30, | | |
Change | |
| | |
2023 | | |
2022 | | |
A$ | | |
% | |
| | |
(audited) | | |
| | |
| |
| Revenue: | |
| | |
| | |
| | |
| |
| Revenue
from Program Fees | |
A$ | 937,415 | | |
A$ | 2,050,044 | | |
| (1,112,629 | ) | |
| (54 | ) |
| Less:
Contractual liabilities to gyms | |
A$ | (574,025 | ) | |
A$ | (1,215,191 | ) | |
| 641,166 | | |
| 53 | |
| Net
revenue from program fees | |
A$ | 363,390 | | |
A$ | 834,853 | | |
| (471,463 | ) | |
| (56 | ) |
The
decrease in net revenue from program fees for the year ended June 30, 2023 compared to the year ended June 30, 2022 is due to reduced
activation of Warrior Training Programs through licensed partner gyms. The reduction in revenue reflects management’s decision
to allocate growth capital towards building the Alta Community and Alta Academy for our clients. Please refer to the Business section
for more information.
Other
Income
Other
income was A$1,173,421 for the year ended June 30, 2023, compared to A$105,950 for the year ended June 30, 2022. The following table
shows movement within other income, together with the changes in those items:
| | |
For
the Year Ended June 30, | | |
Change | |
| | |
2023 | | |
2022 | | |
A$ | | |
% | |
| | |
(audited) | | |
| | |
| |
| Other
income: | |
| | | |
| | | |
| | | |
| | |
| Research
and development tax incentive | |
A$ | 1,149,525 | | |
A$ | - | | |
| 1,149,525 | | |
| 100 | |
| Other | |
A$ | 23,896 | | |
A$ | 105,950 | | |
| (82,054 | ) | |
| (77 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other
income | |
A$ | 1,173,421 | | |
A$ | 105,950 | | |
| 1,067,471 | | |
| 1,007 | |
Other
income increased by A$1,067,471 when comparing the year ended June 30, 2023 and the year ended June 30, 2022. This was a result of receipt
and recognition of a research and development tax incentive.
Program
Expenses
There
has been a decrease of A$112,732 in program expenses for the year ended June 30, 2023 compared with the year ended June 30, 2022. The
overall decrease reflects the reduction in the number of programs on sale between the year ended June 30, 2023 and the year ended June
30, 2022.
| | |
For
the year ended June 30, | | |
Change | |
| | |
2023 | | |
2022 | | |
A$ | | |
% | |
| | (audited) | | |
| | |
| |
| Program
Expenses: | |
| | | |
| | | |
| | | |
| | |
| Program
costs | |
A$ | 12,447 | | |
A$ | 253,614 | | |
| (241,167 | ) | |
| (95 | ) |
| Event
costs | |
A$ | 40,876 | | |
A$ | 22,513 | | |
| 18,363 | | |
| 81 | |
| Other | |
A$ | 176,525 | | |
A$ | 66,473 | | |
| 110,052 | | |
| 165 | |
| | |
| | | |
| | | |
| | | |
| | |
| Program
expenses | |
A$ | 229,848 | | |
A$ | 342,600 | | |
| (112,752 | ) | |
| (33 | ) |
Advertising
Expenses
Advertising
expenses were A$721,713 for the year ended June 30, 2023, compared with A$3,615,399 for the year ended June 30, 2022, a decrease of A$2,893,686.
The higher Advertising expense for the year ended June 30, 2022 was related to the rebranding of the Company from Wimp 2 Warrior to Alta.
This was a result of a decision to conserve and re-direct capital towards building a technology stack as described above.
| | |
For
the Year Ended June 30, | | |
Change | |
| | |
2023 | | |
2022 | | |
A$ | | |
% | |
| | |
(audited) | | |
| | |
| |
| Advertising
expense: | |
| | | |
| | | |
| | | |
| | |
| Advertising | |
A$ | 721,713 | | |
A$ | 3,615,399 | | |
| (2,893,686 | ) | |
| (80 | ) |
| Advertising | |
A$ | 721,713 | | |
A$ | 3,615,399 | | |
| (2,893,686 | ) | |
| (80 | ) |
Management
and Administration Expenses
Management
and administration expenses were A$5,084,074 for the year ended June 30, 2023, compared with A$5,349,883 for the year ended June 30,
2022, a decrease of A$265,809.
| | |
For
the Year Ended June 30, | | |
Change | |
| | |
2023 | | |
2022 | | |
A$ | | |
% | |
| | |
| | |
| | |
| |
| Management
and Administration expense: | |
| | | |
| | | |
| | | |
| | |
| Employee
salaries and benefits | |
A$ | 4,219,655 | | |
A$ | 4,664,013 | | |
| (444,358 | ) | |
| (10 | ) |
| Professional
fees | |
A$ | 864,419 | | |
A$ | 685,870 | | |
| 178,549 | | |
| 26 | |
| Management
and Administration | |
A$ | 5,084,074 | | |
A$ | 5,349,883 | | |
| (265,809 | ) | |
| (5 | ) |
Employee
salaries and benefits decreased by A$444,358 for the year ended June 30, 2023. This was primarily due to staff exiting the business.
Professional
fees increased by A$178,549 for the year ended June 30, 2023. This is primarily related to increases in accounting, legal, audit and
advisory services.
Share
Based Compensation Expenses
Share
based compensation expenses were A$2,365,384 for the year ended June 30, 2023, compared with A$1,546,983 for the year ended June 30,
2022, an increase of A$818,401. This increase was due to the issuance of new employee share options (Refer to Note 22 of our consolidated
financial statements for further detail).
Fair
Value on Financial Liabilities
Fair
value on financial liabilities comprises the fair value adjustment relating to embedded derivatives relating to the conversion option
within convertible notes and share options. The fair value loss for the year ended June 30, 2023 was A$6,870,729, compared to a fair
value gain of A$2,751,564 for the year ended June 30, 2022. The fair value adjustments are calculated with reference to an external valuation
prepared by a professional valuer.
Finance
Costs
Finance
costs increased to A$4,472,730 in the year ended June 30, 2023, from A$2,191,803 in the year ended June 30, 2022. This was primarily
the result of interest rate expense on existing convertible notes.
Other
Expenses
Other
expenses were A$1,432,094 for the year ended June 30, 2023, compared with A$965,808 for the year ended June 30, 2022, an increase of
A$466,286. The increase is primarily due to capital raising fees.
We
expect that other expenses will continue to fluctuate as a result of the movement in the Australian dollar to U.S. dollar exchange rate
going forward.
Losses
before and after income tax
Loss
after income tax was A$20,597,436 for the year ended June 30, 2023, compared with A$11,197,450 for the year ended June 30, 2022, an increase
of A$9,399,986. This increase reflects the changes in share based payments, fair value movement in derivative liability and finance costs.
Expenditure
related to Research and Development
Expenditure
related to research and development is included within the expenses outlined above and the following amounts relate to research and development
expenditure.
Research
and development expenses were A$1,105,409 for the year ended June 30, 2023 compared with A$1,602,366 for the year ended June 30, 2022,
a decrease of A$496,957.
| | |
For
the Year Ended June 30, | | |
Change | |
| | |
2023 | | |
2022 | | |
A$ | | |
% | |
| | |
(audited) | | |
| | |
| |
| Research
and Development expense: | |
| | | |
| | | |
| | | |
| | |
| Salary | |
A$ | 668,953 | | |
A$ | 492,826 | | |
| 176,127 | | |
| 36 | |
| Other
research and development expenditure | |
A$ | 436,456 | | |
A$ | 1,109,540 | | |
| (673,084 | ) | |
| (61 | ) |
| Research
and Development | |
A$ | 1,105,409 | | |
A$ | 1,602,366 | | |
| (496,957 | ) | |
| (31 | ) |
Salary
costs related to Research and Development increased by A$176,127 for the year ended June 30, 2023. This was as a result of prioritization
of by the business to focus on developing a scalable technology stack as mentioned above.
Other
research and development expenditure decreased by A$673,084 for the year ended June 30, 2023. This decrease is driven primarily by the
business decisions to reduce dependency on external consultants.
Components
of our Unaudited Results of Operations for the Nine Months Ended March 31, 2024 and 2023
Revenues
Sales
revenue consists of license fees and are recognized upon the provision of the right to access our intellectual property related to the
Warrior Training Program, which is a set of mixed martial arts training programs and relevant branding and support.
We
enter into contracts with our partner gyms for the partner gym to run our Alta branded Warrior Training Program for 20 weeks within their
gym. The contract is accompanied by a license agreement between us and our partner gyms. The determination of the program revenue amount
is dependent on the number of participants in each series for each gym. We receive payment in advance directly from the participant.
We are then required to settle contractual payments to the partner gyms as a percentage of the total training fees collected from participants.
Net revenue from program fees is the gross program fees, less contractual payments to our partner gyms. Revenues from sales of the Warrior
Training Program represented greater than 90% of our recurring revenues during the interim years ended March 31, 2024 and 2023.
Other
Income
Ticketing
Services
In
October 2023, we launched ticketing services for live Alta events and seminars, including the Warrior Training Program finale events.
Since launching to March 31, 2024, we have generated ticketing revenue of A$144,817.
Expenses
Contractual
Obligations to Gyms
We
enter into license agreements with partner gyms for the implementation of our branded 20 week Warrior Training Program. Under the license
agreements, we receive all revenue generated from the implementation of our Warrior Training Program by our partner gyms, and subsequently
distributes a portion of such revenues to our gym partners based on the terms of the license agreements. We recognize these contractual
obligations to gyms as a component of net revenue from program fees.
Marketing
and Advertising
We
incur marketing and advertising expenses for the promotion, and the generation of leads and revenue for the Warrior Training Program.
Marketing and advertising expenses are recognized as an expense as incurred. Our marketing and advertising costs consist primarily of:
| ● |
salaries
and related overhead expenses for personnel in marketing and advertising functions (for example wages, salaries and associated on
costs such as superannuation, share-based incentives and payroll taxes, plus travel costs and recruitment fees for new hires); and |
| |
|
| ● |
third
party costs for consultants who perform marketing and advertising activities on our behalf and under our direction, rent costs for
our global offices, and other miscellaneous costs. |
Management
and Administration
Management
and administration costs are recognized as an expense as incurred. Our management and administration costs consist primarily of employee
salaries and related costs for employees in executive, corporate and administrative functions. Other significant management and administration
expenses include audit fees, legal fees, finance support fees and other business consultant fees. Employee
salaries and benefits include wages and salaries, superannuation, non-monetary benefits, payroll taxes, annual leave and long service
leave.
Financing
Costs
Our
convertible notes can be converted into Ordinary Shares upon specific conversion events and are recognized as financial liabilities as
the number of Ordinary Shares to be issued may vary with changes in fair value. Interest related to the financial liability is recognized
in profit or loss.
Fair
Value on Financial Liabilities
Fair
value of financial liabilities comprises the fair value adjustment relating to embedded derivatives relating to the conversion option
within convertible notes. Please refer to Notes 15 of our interim condensed consolidated financial statements for nine months for further
detail.
Share
Based Payment Expense
Share
based compensation expenses are recognized in line with our accounting policy for share based compensation, which is described Note 16
of our interim condensed consolidated financial statements for nine months for further detail. Share based compensation expenses consist
of costs related to share based incentives granted to personnel across all functions and key advisers and ambassadors.
Information
Technology Costs
Information
technology costs are incurred to support our technology stack including subscriptions and systems and maintenance costs.
Depreciation
and Amortization
Property,
Plant and Equipment, Right of Use assets and intangible assets such as trademarks and platform development costs are held and depreciated
on straight-line basis. The depreciation and amortization is recognized in the profit and loss. For further detail please refer to Notes
10 of interim condensed consolidated financial statements for nine months for further detail.
Other
Expenses
Other
expenses include rent, foreign exchange gains and losses and other general costs that we incur.
Results
of Operations
Comparison
of our unaudited results for the nine month periods ended March 31, 2024 and March 31, 2023
The
following table summarizes our results of operations for the nine month periods ending March 31, 2024 and March 31, 2023, respectively,
and provides information regarding the dollar and percentage increase (or decrease) during such periods.
| | |
For
the Nine Months Ended March 31, | | |
Change | |
| | |
2024 | | |
2023 | | |
A$ | | |
% | |
| | |
(un-audited) | |
| Consolidated
Income Statement Data: | |
| | | |
| | | |
| | | |
| | |
| Revenue: | |
| | | |
| | | |
| | |