SecProbe.io

CORRESP
 1
 filename1.htm

 MIXED
MARTIAL ARTS GROUP LIMITED

 Level
1, Suite 1, 29-33 The Corso

 Manly,
New South Wales 2095

 January
27, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Rebekah Reed

 Re:

 Mixed
 Martial Arts Group Limited

 Registration
 Statement on Form F-3

 Filed
 January 26, 2026

 File
 No. 333-292800

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Mixed Martial Arts Group Limited (the
"Company") respectfully requests that the effective date of the registration statement referred to above be accelerated so
that it will become effective at 5:00 p.m., Eastern Standard Time, on Thursday, January 29, 2026, or as soon thereafter as practicable.

 Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 MIXED
 MARTIAL ARTS GROUP LIMITED

 By:
 /s/
 Nick Langton

 Name:
 Nick
 Langton

 Title:
 Chief
 Executive Officer

January 23, 2026
Nick Langton
Chief Executive Officer
Mixed Martial Arts Group Ltd
Level 1, Suite 1, 29-33 The Corso
Manly, New South Wales 2095
Re:Mixed Martial Arts Group Ltd
Registration Statement on Form F-3
Filed January 16, 2026
File No. 333-292800
Dear Nick Langton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Fessler

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 MIXED
MARTIAL ARTS GROUP LIMITED

 Level
1, Suite 1, 29-33 The Corso

 Manly,
New South Wales 2095

 June
 10, 2025

 VIA
EDGAR

 U.S.
 Securities and Exchange Commission

 Division
 of Corporate Finance

 100
 F Street, NE

 Washington,
 D.C. 20549

 Attn:

 Alyssa
 Wall

 Re:
 Mixed Martial Arts Group Limited

 Registration Statement on Form F-1

 Filed May 30, 2025

 File No. 333-287694

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Mixed Martial Arts Group Limited (the
"Company") respectfully requests that the effective date of the registration statement referred to above be accelerated so
that it will become effective at 5:00 p.m., Eastern Daylight Time, on Thursday, June 12, 2025, or as soon thereafter as practicable.

 Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 MIXED MARTIAL ARTS GROUP LIMITED

 By:
 /s/
 Nick Langton

 Name:
 Nick Langton

 Title:
 Chief Executive Officer

CORRESP
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 WestPark
Capital, Inc.

 1800
Century Park East, Suite 220

 Los
Angeles, CA 90067

 June
10, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
Mixed Martial Arts Group Limited

 Registration
Statement on Form F-1, as amended

 File
No. 333-287694

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested Date:
 Thursday, June 12, 2025

 Requested Time:
 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as the underwriters of the proposed
public offering on a firm-commitment basis of securities of Mixed Martial Arts Group Limited (the "Company"), hereby join
the Company's request that the effective date of the above-referenced registration statement on Form F-1, as amended, be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Daylight Time, on Thursday, June 12, 2025, or as soon thereafter as possible.

 Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very
 truly yours,

 WestPark
 Capital, Inc.

 By:

 /s/
 Richard Rappaport

 Name:
 Richard
 Rappaport

 Title:
 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Nick Langton
Founder, Chief Executive Officer and Director
Mixed Martial Arts Group Limited
Level 1, Suite 1, 29-33 The Corso
Manly, New South Wales 2095

 Re: Mixed Martial Arts Group Limited
 Draft Registration Statement on Form F-1
 Submitted May 21, 2025
 CIK No. 0001981519
Dear Nick Langton:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Fessler
</TEXT>
</DOCUMENT>

CORRESP
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ALTA
GLOBAL GROUP LIMITED

Level
1, Suite 1, 29-33 The Corso

Manly,
New South Wales 2095

March
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:

    Robert
    Shapiro

    Theresa
    Brillant

    Scott
    Anderegg

    Mara
    Ransom

    Re:

    Alta
    Global Group Limited

    Registration
    Statement on Form F-1

    Filed
    February 27, 2024

    File
    No. 333-275618

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Alta Global Group Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Wednesday, March 27, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    ALTA
    GLOBAL GROUP LIMITED

    By:
    /s/
    Nick Langton

    Name:
    Nick
    Langton

    Title:
    Chief
    Executive Officer

CORRESP
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 March
                                                                                  25, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Alta
    Global Group Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-275618) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
ThinkEquity LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Wednesday, March 27, 2024, at
5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through March 25, 2024, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of
the Preliminary Prospectus dated February 27, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Kevin Mangan

    Name:
    Kevin
    Mangan

    Title:
    Managing
    Director, Head of Equity Syndicate

CORRESP
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    Sheppard,
    Mullin, Richter & Hampton LLP

    30
    Rockefeller Plaza

    New
    York, New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

January
24, 2024

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    100
    F Street, NE

    Washington,
    D.C. 20549

    Attn:

    Robert
    Shapiro

    Theresa
    Brillant

    Scott
    Anderegg

    Mara
    Ransom

    Re:
    Alta Global Group Ltd

    Amendment No. 1 to Registration Statement on Form
    F-1

    Filed December 22, 2023

    File No. 333-275618

Ladies
and Gentlemen:

This
letter sets forth the responses of Alta Global Group Ltd, an Australian public company limited by shares (the “Company”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on January 8, 2024 concerning the Company’s Registration Statement on Form F-1 filed with the Commission on December 22, 2023 (the
“Registration Statement”).

References
in the text of the responses herein to captions refer to Amendment No. 2 to the Company’s Registration Statement on Form F-1 (the
“Amended Registration Statement”), which is being filed herewith.

Amendment
No. 1 to Registration Statement on Form F-1, filed December 22, 2023

Exhibits

    1.
    Counsel’s legal
    opinion contains an assumption (located at paragraph (b)) as to the power and authority for each party, however, this assumption
    is overly broad. Counsel may make this assumption as to parties other than the Company, but not as to the Company itself. Also, the
    assumption (located at paragraph (c)) appears to assume that the Company has taken all corporate actions necessary to authorize the
    issuance of the securities, and such an assumption is not permissible. Refer to Legality and Tax Opinions in Registered Offerings:
    Staff Legal Bulletin No. 19 located at our web-site for guidance. Please have counsel revise the opinion to remove such assumptions.

Response:

The
Company acknowledges the Staff’s comment and has refiled the revised opinion as Exhibit 5.1 to Amended Registration Statement.

If
you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP
at (212) 634-3067.

    Very truly yours,

    /s/ Jeffrey
    Fessler

    Jeffrey Fessler

    Sheppard, Mullin, Richter & Hampton LLP

    cc:
    Nick Langton, Chief Executive Officer

    Neale Java, Chief Financial Officer

United States securities and exchange commission logo
January 8, 2024
Nick Langton
Chief Executive Officer
Alta Global Group Ltd
Level 1, Suite 1, 29-33 The Corso
Manly, New South Wales 2095
Re:Alta Global Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed December 22, 2023
File No. 333-275618
Dear Nick Langton:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed December 22, 2023
Exhibits
1.Counsel's legal opinion contains an assumption (located at paragraph (b)) as to the power
and authority for each party, however, this assumption is overly broad. Counsel may make
this assumption as to parties other than the Company, but not as to the Company itself.
Also, the assumption (located at paragraph (c)) appears to assume that the Company has
taken all corporate actions necessary to authorize the issuance of the securities, and such
an assumption is not permissible.  Refer to Legality and Tax Opinions in Registered
Offerings: Staff Legal Bulletin No. 19 located at our web-site for guidance. Please have
counsel revise the opinion to remove such assumptions.

 FirstName LastNameNick Langton
 Comapany NameAlta Global Group Ltd
 January 8, 2024 Page 2
 FirstName LastName
Nick Langton
Alta Global Group Ltd
January 8, 2024
Page 2
            Please contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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    Sheppard,
    Mullin, Richter & Hampton LLP

    30
    Rockefeller Plaza

    New
    York, New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

December
22, 2023

    U.S.
    Securities and Exchange Commission

    Division
    of Corporate Finance

    100
    F Street, NE

    Washington,
    D.C. 20549

    Attn:

    Robert
    Shapiro

    Theresa
    Brillant

    Scott
    Anderegg

    Mara
    Ransom

    Re:
    Alta
    Global Group Ltd

    Registration
    Statement on Form F-1

    Filed
    November 17, 2023

    File
    No. 333-275618

Ladies
and Gentlemen:

This
letter sets forth the responses of Alta Global Group Ltd, an Australian public company limited by shares (the “Company”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on December 5, 2023 concerning the Company’s Registration Statement on Form F-1 filed with the Commission on November 17, 2023
(the “Registration Statement”).

References
in the text of the responses herein to captions and page numbers refer to Amendment No. 1 to the Company’s Registration Statement
on Form F-1 (the “Amended Registration Statement”), which is being filed herewith.

Registration
Statement on Form F-1, Filed November 17, 2023

Company
Overview, page 1

    1.
    We
    note your response to our comment 1. Please augment your disclosure to quantify the number of participants or subscribers, current
    and historical on a comparative basis, for at least the last 2 fiscal years.

Response:

The
Company acknowledges the Staff’s comment and has expanded its disclosure in the Amended Registration Statement on pages 1 and 42
to include program and participant numbers for fiscal years 2021 through 2023.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 38

    2.
    Please
    reconcile for us the $6,346,000 raised from convertible notes for the period from June 2023 to October 2023 with the $8,655,252 in
    proceeds from convertible notes in your statement of cash flows for the year ended June 30, 2023 and revise your disclosure accordingly.

Response:

The
Company acknowledges the Staff’s comment and informs the Staff that the $6,346,009 raised from convertible notes relates to the
Private Placement convertible note issuance on June 9, 2023 which was the final issuance of convertible notes by Company. Please refer
to the Company’s response in comment 4 below for a reconciliation to the $8,655,252 in proceeds from convertible notes, net of
transaction costs, as disclosed in the Consolidated Statement of Cash Flows, to the face value of convertible notes issued during the
year ended June 30, 2023.

In
response to the Staff’s comment, the Company has revised its disclosure in the Amended Registration Statement on page 38.

Government
Regulations, page 59

    3.
    We
    note your revised disclosure in response to comment 11. Please augment your disclosure to disclose how all the various regulations
    have impacted or affected your business, where material.

Response:

The
Company acknowledges the Staff’s comment and has expanded its disclosure in the Amended Registration Statement in the risk factors
on page 20, and under the heading “Government Regulations” on page 60.

Alta
Global Group Limited Financial Statements for the Years Ended June 30, 2023 and 2022 Consolidated Statements of Cash Flows for the Years
Ended June 30, 2023 and 2022, page F-6

    4.
    Please
    reconcile for us the proceeds of $8,655,252 received from the private placement of convertible notes for the year ended June 30,
    2023 with the disclosure of the issuance of convertible promissory notes during fiscal year 2023 as disclosed in Note 21.

Response:

The
Company acknowledges the Staff’s comment and has prepared the below reconciliation of the proceeds of $8,655,252 received from
the issuance of convertible notes during the year ended June 30, 2023, as disclosed in the Consolidated Statement of Cash Flows, with
the disclosure of the issuance of convertible promissory notes during fiscal year 2023 as disclosed in Note 21.

Please
note, that the $8,655,252 amount does not only include the proceeds received from the private placement, but also includes the proceeds
received from the Series B2, Series A Extension and the Reach convertible note issuances.

Please
refer to the table below for the requested reconciliation.

    Reconciliation of proceeds from convertible notes with the issuance of convertible notes during fiscal year 2023
    AUD$

    Series B2 face value (1)
      671,284

    Series A Extension face value (1)
      1,571,873

    Reach face value (1)
      3,195,000

    Private Placement face value (1)
      9,215,591

    Total face value issued in fiscal year 2023
      14,653,748

    Less: Reach rollover to Private Placement (2)
    $ (3,025,841 )

    Less: Proceeds received after June 30, 2023 (3)
    $ (1,932,860 )

    Less: Notes issued In lieu of payment for services (4)
    $ (624,425 )

    Less: Other costs (5)
    $ (415,370 )

    Proceed received from the private placement of convertible notes (6)
    $ 8,655,252

(1)
Refer to Note 21 of the Consolidated Financial Statements for key terms of the convertible notes and the amount raised per series, which
includes issue Date, conversion date, term (years), face value, interest rate and conversion discount (Qualified Equity Investment).
Please note that a disclosure describing Qualified Equity Investment has been added on page F-30 (please refer to comment 8 below).

(2)
Refer to Note 21 of the Consolidated Financial Statements on page F-31 which states that $3,025,841 of Reach convertible notes, inclusive
of accrued interest, were rolled into the Private Placement on June 9, 2023.

(3)
Refer to Note 10 of the Consolidated Financial Statements on page F- 23 for updated disclosure which identifies proceeds from convertible
notes that had not yet been received by the Company at June 30, 2023 (please refer to comment 7 below).

(4)
Refer to convertible notes issued in lieu of payment for services in Note 18 of the Consolidated Financial Statements on page F-26.

(5)
Other costs include capital raising expenses pertaining to convertible notes which are netted off against the carrying value of the convertible
note liability upon initial measurement and amortized over the life of the note.

(6)
Refer to Cash flows from financing activities in the Consolidated Statement of Cash Flows on page F-6.

Notes
to Consolidated Financial Statements

Note
2: Significant accounting policies

Revenue
Recognition, page F-9

    5.
    We
    note that you enter into license agreements with your partner gyms to run your training program within their gyms. We also note that
    the licensing fee is determined by the number of participants in each series and is paid by your partner gyms in the form of a revenue
    share agreement. This appears to be a sales-based royalty arrangement pursuant to IFRS 15. Please tell us how you determined that
    it is appropriate to recognize the full amount of the US training fees, instead of only the portion of the fee you are entitled to
    under the contract. Please provide a comprehensive analysis supporting your current treatment.

Response:

The
below analysis should be read in conjunction with Note 2 – Significant accounting policies, Revenue Recognition on page F-9.

Management
has performed the following analysis with regard to the recognition of the full amount of revenue from license agreements by applying
principles in IFRS 15 paragraphs B52 to B63B.

License
arrangements

B52
states, “A licence establishes a customer’s rights to the intellectual property of an entity.”

Applying
B52 above, the Company’s license transfers its intellectual property (“IP”) to the partner gyms pursuant to the terms
of a license agreement which states, “We grant to you a non sub-licensable, non-assignable, non-transferable license to use the
System.”

The
“System” is defined in the license agreement as “our plan, design (or future rebranded design), method and system for
the development and operation of the ALTA Warrior Program, culminating in a finale, and including our IP.”

B53-54
states that an “entity shall account for the promise to grant a licence and those other promised goods or services together
as a single performance obligation.”

Applying
B53-54 above, the Company’s single performance obligation under the license agreement is completed via the provision of the Company’s
IP and the roll out of the training program.

B58
states, “The nature of an entity’s promise in granting a licence is a promise to provide a right to access the entity’s
intellectual property if all” criteria are met.

Applying
B58 above, the Company does not undertake activities that significantly affect the IP granted under the license agreement and the IP
transferred under the license agreement to the partner gyms remains unchanged. Therefore, the Company does not satisfy the criteria of
B58.

B61
states that “the nature of an entity’s promise is to provide a right to use the entity’s intellectual property as
that intellectual property exists (in terms of form and functionality) at the point in time at which the licence is granted to the customer.”

Accordingly,
B61 is applicable when the Company does not meet the criteria of B58.

The
partner gyms have the right to use the IP as it exists (in terms of form and functionality) at the point in time the license is granted.
It is at this point that control is effectively passed to the customer and the Company has fulfilled its promise and thereby can recognize
the revenue at that point in time.

Usage
based royalty

B63
states that “an entity shall recognise revenue for a sales-based or usage-based royalty promised in exchange for a licence of
intellectual property only when (or as) the later of the following events occurs:

    (a)
    The
    subsequent sale or usage occurs; and

    (b)
    The
    performance obligation to which some or all of the sales based royalty has been allocated has been satisfied (or partially satisfied).”

Applying
B63, the license agreements between the Company and the partner gyms, are a usage-based royalty arrangement, and as such the Company
recognizes the full amount of revenue for the training program when the later of the below criteria are met:

    (a)
    the
    usage occurs - on commencement of the training program; and

    (b)
    the
    Company’s performance obligation under these license agreement is met via the provision of the System (Company IP) as agreed
    in the license agreement on signing of the licence agreement.

Consequently
applying (a) and (b) above, the associated revenue is recognized in full upon usage at the commencement of the training program. It is
at this point that control is passed to the partner gym and is the point in time at which the Company recognizes the revenue.

Principal
and agent analysis

B37
states, “Indicators that an entity controls the specified good or service before it is transferred to the customer (and is
therefore a principal) (see paragraph B35) include, but are not limited to, the following:

(a)
the entity is primarily responsible for fulfilling
the promise to provide the specified good or service. This typically includes responsibility for the acceptability of the specified good
or service (for example, primary responsibility for the good or service meeting customer specifications). If the entity is primarily
responsible for fulfilling the promise to provide the specified good or service, this may indicate that the other party involved in providing
the specified good or service is acting on the entity’s behalf.

(b)
the entity has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to
the customer (for example, if the customer has a right of return). For example, if the entity obtains, or commits itself to obtain, the
specified good or service before obtaining a contract with a customer, that may indicate that the entity has the ability to direct the
use of, and obtain substantially all of the remaining benefits from, the good or service before it is transferred to the customer.

(c)
the entity has discretion in establishing the price for the specified good or service. Establishing the price that the customer pays
for the specified good or service may indicate that the entity has the ability to direct the use of that good or service and obtain substantially
all of the remaining benefits. However, an agent can have discretion in establishing prices in some cases. For example, an agent may
have some flexibility in setting prices in order to generate additional revenue from its service of arranging for goods or services to
be provided by other parties to customers.

Further
supporting the above, by applying B37, the Company has primary control of a good or service before it is transferred to partner gyms
because:

    (a)
    The
    Company has primary responsibility for ensuring the good or service meets customer specifications as agreed in the license agreement
    noted above, including maintaining the Company’s IP.

    (b)
    Neither
    the Company nor the partner gyms holds inventory in respect of the Company’s IP, therefore this element of the IFRS 15.B37
    guidance is not applicable.

    (c)
    The
    training program price charged to a participant is determined by the Company and is set out in a typical license agreement with the
    partner gyms.

Based
on the application IFRS 15 paragraphs B63 and B37, as detailed above, the Company controls the good or service before transferring to
the customer and sets and determines the price of its products for its customers.

Therefore,
management has determined that the Company is a principal for purposes of IFRS 15.B34-B38 and discloses revenues as revenue from program
fees less the contractual obligations payable to gyms, deriving net revenue from program fees as disclosed in the Consolidated Financial
Statements.

The
contractual obligations payable to gyms are agreed in the license agreement between the Company and the gym and as noted above, are calculated
on a percentage basis of program fees. Therefore as the Company is required to remit this obligation to the customer, it is represented
on the face of the profit and loss and throughout the Consolidated Financial Statements as a component of net revenue from program fees.

This
approach is used in all geographies where the Company operates, not only US training fees.

Other
Income, page F-10

    6.
    Please
    disclose whether the refundable research and development grant program is available in future periods, and if so, the expected term
    of your participation. See paragraph 39 of IAS20.

Response:

The
Company acknowledges the Staff’s comment and has included the requested disclosure in the Amended Registration Statement on page
F-19.

Note
10. Trade and other receivables, page F-23

    7.
    Please
    disclose the amounts due from the issuance of Convertible Notes included in Other advances at June 30, 2023 and tell us when these
    receivables were collected subsequent to year end.

Response:

The
Company acknowledges the Staff’s comment and has included the requested disclosure in the Amended Registration Statement on page
F-23.

The
Company advises the Staff that an amount of AUD $1,932,860 (other advances) was collected between July and August 2023. Please refer
to the table in comment 4.

Note
21. Financial Liabilities, page F-29

    8.
    Please
    disclose what is meant by the “Qualified Equity Investment” feature for the conversion discount for the convertible notes.

Response:

The
Company acknowledges the Staff’s comment and

United States securities and exchange commission logo
December 5, 2023
Nick Langton
Chief Executive Officer
Alta Global Group Ltd
Level 1, Suite 1, 29-33 The Corso
Manly, New South Wales 2095
Re:Alta Global Group Ltd
Registration Statement on Form F-1
Filed November 17, 2023
File No. 333-275618
Dear Nick Langton:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 Filed November 17, 2023
Company Overview, page 1
1.We note your response to our comment 1. Please augment your disclosure to quantify the
number of participants or subscribers, current and historical on a comparative basis, for at
least the last 2 fiscal years.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 38
2.Please reconcile for us the $6,346,000 raised from convertible notes for the period from
June 2023 to October 2023 with the $8,655,252 in proceeds from convertible notes in
your statement of cash flows for the year ended June 30, 2023 and revise your disclosure
accordingly.

 FirstName LastNameNick Langton
 Comapany NameAlta Global Group Ltd
 December 5, 2023 Page 2
 FirstName LastName
Nick Langton
Alta Global Group Ltd
December 5, 2023
Page 2
Government Regulations, page 59
3.We note your revised disclosure in response to comment 11. Please augment your
disclosure to disclose how all the various regulations have impacted or affected your
business, where material.
Alta Global Group Limited Financial Statements for the Years Ended June 30, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended June 30, 2023 and 2022, page F-6
4.Please reconcile for us the proceeds of $8,655,252 received from the private placement of
convertible notes for the year ended June 30, 2023 with the disclosure of the issuance of
convertible promissory notes during fiscal year 2023 as disclosed in Note 21.
Notes to Consolidated Financial Statements
Note 2. Significant accounting policies
Revenue Recognition, page F-9
5.We note that you enter into license agreements with your partner gyms to run your
training program within their gyms.  We also note that the licensing fee is determined by
the number of participants in each series and is paid by your partner gyms in the form of a
revenue share agreement.  This appears to be a sales-based royalty arrangement pursuant
to IFRS 15.  Please tell us how you determined that it is appropriate to recognize the full
amount of the training fees, instead of only the portion of the fee you are entitled to under
the contract.  Please provide a comprehensive analysis supporting your current treatment.
Other Income, page F-10
6.Please disclose whether the refundable research and development grant program is
available in future periods, and if so, the expected term of your participation.  See
paragraph 39 of IAS20.
Note 10. Trade and other receivables, page F-23
7.Please disclose the amounts due from the issuance of Convertible Notes included in Other
advances at June 30, 2023 and tell us when these receivables were collected subsequent to
year end.
Note 21. Financial Liabilities, page F-29
8.Please disclose what is meant by the "Qualified Equity Investment" feature for the
conversion discount for the convertible notes.

 FirstName LastNameNick Langton
 Comapany NameAlta Global Group Ltd
 December 5, 2023 Page 3
 FirstName LastName
Nick Langton
Alta Global Group Ltd
December 5, 2023
Page 3
Note 23. Financial Instruments
Remaining contractual maturities, page F-33
9.Please reconcile for us the contractual maturities of your financial liability - host debt of
$16,909,586 with your disclosures of the convertible notes payable in Note 21.
Note 28. Events after the reporting period, page F-34
10.To the extent material, please disclose the proceeds from the issuance of convertible notes
subsequent to June 30, 2023 consistent with your disclosure in liquidity and capital
resources on page 38.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Sheppard,
    Mullin, Richter & Hampton LLP

    30
    Rockefeller Plaza

    New
    York, New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

    November
    17, 2023

U.S.
Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Robert Shapiro

    Theresa Brillant

    Scott Anderegg

    Mara Ransom

    Re:
    Alta
    Global Group Ltd

    Amendment
    No. 1 to Draft Registration Statement on Form F-1

    Submitted
    September 12, 2023

    CIK
    # 0001981519

Ladies
and Gentlemen:

This
letter sets forth the responses of Alta Global Group Ltd, an Australian public company limited by shares (the “Company”),
to the comments received from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on October 6, 2023 concerning the Company’s Amendment No. 1 to the Draft Registration Statement on Form F-1 originally confidentially
submitted to the Commission on September 12, 2023 and subsequently amended by Amendment No. 1 to the Draft Registration Statement which
was confidentially submitted on September 18, 2023 (the “Registration Statement”).

References
in the text of the responses herein to captions and page numbers refer to Amendment No. 2 to the Company’s Draft Registration Statement
on Form S-1 (the “Amended Registration Statement”), which is being filed herewith.

Amendment
No. 1 to Draft Registration Statement on Form F-1

Company
Overview, page 1

    1.
    You
    state that you have had thousands of consumers complete your proprietary programs. Revise to quantify the number of participants
    or subscribers, current and historical, and clarify whether the proprietary program you are referring to is primarily your Warrior
    Training Program. If so, briefly explain this program, considering it appears to represent your primary source of revenues.

    Response:

    The
    Company acknowledges the Staff’s comment and has expanded its disclosure in the Amended Registration Statement to quantify
    the number of participants and describe the Warrior Training Program on pages 1 and 42.

We
have disclosed that there is substantial doubt about our ability to continue as a going concern, page 8

    2.
    Please
    augment your risk factor header to state that your auditors have issued a going concern opinion. Also, we note your related disclosure
    on page 32, which seems to lay out various events that must occur in order for you to continue as a going concern. And yet in the
    same section, you also state that “[you] believe that [you] will be able to continue as a going concern, and that it is appropriate
    to adopt the going concern basis in the preparation of the financial report,” which is unclear. Please revise as the sentence
    seems contradictory and the implication of “adopting” the going concern basis is not apparent.

    Response:

    The
    Company acknowledges the Staff’s comment and has revised its risk factor header in the Amended Registration Statement on page
    13 to clarify that its auditors have issued a going concern opinion. Further, the Company has revised its disclosure on page 40 of
    the Amended Registration Statement to clarify why the Company believes it will be able to continue as a going concern.

We
rely on key contracts and relationships…, page 11

    3.
    Enhance
    this risk factor to elaborate upon the terms of the key contracts upon which your business is dependent. Specifically, explain when
    such contracts expire, whether they contain any exclusivity provisions and any rights your counter-parties have to reduce or limit
    performance under the contracts. In light of your stated dependence upon the contracts, file them as exhibits to your registration
    statement, consistent with Item 601(b)(10) of Regulation S-K.

    Response:

    The
    Company acknowledges the Staff’s comment and has revised its disclosure in the Amended Registration Statement to provide additional
    information related to the Company’s contracts on page 16, including exclusivity provisions and the ability of counter-parties
    to reduce or limit performance under its contracts. As the Company’s form of license agreement is entered into in the ordinary
    course of business and the Company is not substantially dependent upon any single license agreement, the Company does not believe
    filing the form of license agreement is required by Item 601(b)(10) of Regulation S-K.

If
we fail to establish and maintain proper internal controls…, page 15

    4.
    Clarify
    whether you have remediated or are in the process of remediating the material weaknesses you describe in this risk factor and make
    consistent revisions throughout. In this regard, you state that the material weakness did not result in material adjustments to your
    financial statements, as if to suggest that you have finished implementing your plans to remediate, and yet your disclosure states
    that you are still implementing such plan, which suggests that you are not yet in a position to know whether the material weaknesses
    have been resolved.

    Response:

    The
    Company acknowledges the Staff’s comment and has supplemented its disclosure in the Amended Registration Statement on page
    21 to clarify that the Company is still in the process of remediating the identified material weaknesses and to provide additional
    information on the Company’s plan to remediate the weakness.

Our
Constitution and Australian laws and regulations…, page 19

    5.
    Elaborate
    upon the unique aspects of your corporate requirements, so that investors can appreciate the risk you highlight here. In this regard,
    you state on page 53 that the terms of your Constitution are not significantly different than a U.S. company’s charter documents.

    Response:

    The
    Company acknowledges the Staff’s comment and has supplemented its disclosure in the Amended Registration Statement on page
    24 and has added a comparison of Australian and Delaware law beginning on page 75 to provide investors with a description of the
    laws that are applicable to the Company and how such laws differ from those of a Delaware corporation.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Financial Overview, page 25

    6.
    Please
    describe, and quantify to the extent possible, any known trends and uncertainties that have had or that you reasonably expect will
    have a material favorable or unfavorable impact on your revenue or results of operations, in light of the impact of COVID-19 on your
    business. Please refer to CF Disclosure Guidance: Topic No. 9. In this regard elaborate upon your statement that your operations
    were “significantly impacted from the ongoing COVID-19 pandemic” to explain how your operations were impacted, to what
    degree you have recovered, headwinds you continue to face and efforts you are taking to address them. Also, if applicable, please
    clarify whether inflation has had or is expected to have a material impact on your operations and results.

    Response:

    The
    Company acknowledges the Staff’s comment and has expanded its disclosure in the Amended Registration Statement to include the
    requested disclosure on pages 31 and 32.

Business,
page 35

    7.
    We
    note your disclosure here and in your prospectus summary that, “[t]here are currently over 42,000 martial arts and combat sports
    gyms in the US alone, with more than 10 million people currently training in various martial arts and combat sports disciplines,
    spending over $12 billion per annum on training and fitness experiences.” In addition, under the heading “Growing Engagement”
    on page 26 you provide similar statistics. As appropriate throughout your filing, including your description of your industry and
    business, where your disclosure relies upon statistics, please identify the specific source of the statistics.

    Response:

    The
    Company acknowledges the Staff’s comment and has identified the sources of its statistical disclosures on pages 1, 42 and 46
    in the Amended Registration Statement.

    8.
    In
    an appropriate place in this discussion, revise to provide a description of the principal markets in which the company operates,
    including a breakdown of total revenues by geographic market for each of the last three financial years. Refer to Item 4.B. of Form
    20-F

    Response:

    The
    Company acknowledges the Staff’s comment and has included the requested disclosure in the Amended Registration Statement within
    the Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 32.

Our
Solution – Alta Platform, page 37

    9.
    For
    each of your core products, briefly explain the terms of the program that are entered into with the counter-party gym or subscriber,
    including termination provision, fee structure and your material delivery obligations.

    Response:

    The
    Company acknowledges the Staff’s comment and has included the requested disclosure in the Amended Registration Statement beginning
    on page 47 regarding the Warrior Training Program, UFC Fight Fit Program, Alta Academy and the Alta Community.

    10.
    Disclose
    the status of your Alta Community product, which you refer to as the “next phase.”

    Response:

    The
    Company acknowledges the Staff’s comment and has expanded its disclosure in the Amended Registration Statement beginning on
    page 51 to provide additional information regarding the expected timeline of development for its Alta Community product.

Government
Regulations, page 41

    11.
    Enhance
    your disclosure to provide a description of the material effects of government regulations on the company’s business, identifying
    the regulatory body(ies), consistent with Item 4.B. of Form 20-F. In this regard, revise to state the jurisdictions in which you
    operate.

    Response:

    The
    Company acknowledges the Staff’s comment and has expanded its disclosure of the material effects of government regulation in
    the Amended Registration Statement in the risk factors beginning on page 19, and under the heading “Government Regulations”
    beginning on page 59.

Note
2: Significant accounting policies

Revenue Recognition, page F-9

    12.
    We
    note per page F-9 that “revenue recognized is the net program fees attributable only to the company and does not include the
    fees due to the gyms.” We note however, that gross revenue is presented in the results of operations discussion on page 26
    and in the disaggregation of revenue from contracts with customers on page F-19. Please clarify for us, and revise your disclosures
    to clearly state, whether you are the principal or agent in these arrangements. Please provide an analysis supporting your determination,
    as well as your basis for the presentation of the line item “contractual obligations to gym” in the consolidated statement
    of profit of loss. Refer to paragraphs B34 through B38 of IFRS 15 in your response.

    Response:

    The
    Company has expanded its disclosure in the Amended Registration Statement on page 16 and F-9 to clarify that it is the principal
    in arrangements governed by its form of license agreement. The Company also provides the below analysis in support of its determination,
    as well as its basis for the presentation of the line item “contractual obligations to gym”.

Principal
versus Agent Framework

The
concepts “principal” versus “agent” are defined in IFRS 15.B34-B38. The Company has made a determination that
under the definitions and guidelines of IFRS 15.B34-B38 the Company is the principal for purposes of revenue recognition.

Analysis
to support this determination:

IFRS
15 defines principals and agents as:

    ●
    Principal
    – the party that controls the goods or services before they are transferred to customers.

    ●
    Agent
    – the party that arranges for the goods or services to be provided by another party without taking control over those goods
    or services.

IFRS
15.B34 stipulates that entities are to determine whether they are acting as a principal or an agent for each good and service provided
to a customer.

IFRS
15.B34A proposes a two-step framework to aid in this assessment:

    1.
    Identify
    the specific goods or services to be provided to the customer.

    2.
    Evaluate
    whether the reporting entity controls the identified goods or services before they are transferred to the customer.

The
two step framework is applied by the Company as follows:

    1.
    Identify
    the specific goods or services to be provided to the customer.

    The
    Company has identified the provision of its MMA Training Programs as the good or service to be provided to the customer.

    2.
    Evaluate
    whether the reporting entity controls the identified goods or services before they are transferred to the customer.

    IFRS
    15.B37 provides the below guidance to determine if a reporting entity controls a good or service before its transfer to the customer:

    ●
    Primary
    responsibility for ensuring the good or service meets customer specifications,

    ●
    Inventory
    risk, and

    ●
    Discretion
    in establishing the price for the specific good or service.

Applying
the above to the Company:

    ●
    Primary
    responsibility for ensuring the good or service meets customer specifications –

    ●

    The Company ensures that the product, i.e., the Company’s IP as agreed in the license agreement and the subsequent rolling
    out of the Program, meets customers’ specifications and expectations.

    ●

    Inventory risk –

    ●

    Neither the Company nor the customer holds inventory in respect of the Company’s IP, therefore this element of the IFRS 15.B37
    guidance is not applicable.

    ●

    Discretion in establishing the price for the specific good or service –

    ●

    The price of the Company’s product is determined by the Company and is set out in the license agreements with the customers.

Based
on the above IFRS 15.B37 application, the Company has determined that it controls the good or service before transferring to the customer
and sets and determines the price of its products for its customers.

Therefore,
management has determined that the Company is a principal for purposes of IFRS 15.B34-B38 and discloses revenues as revenue from program
fees less the contractual obligations payable to gyms.

The
contractual obligations payable to gyms are agreed in the license agreement between the Company and the customer and are calculated on
a percentage basis of program costs. Therefore as the Company is obliged to remit this obligation to the customer, it is represented
on the face of the profit and loss and throughout the financial statements as a component of net revenue from program fees.

If
you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP
at (212) 634-3067.

    Very
    truly yours,

    /s/
    Jeffrey Fessler

    Jeffrey
    Fessler

    Sheppard,
    Mullin, Richter & Hampton LLP

    cc:
     Nick Langton, Chief Executive Officer

    Neale
    Java, Chief Financial Officer

United States securities and exchange commission logo
October 6, 2023
Nick Langton
Chief Executive Officer
Alta Global Group Ltd
Level 1, Suite 1, 29-33 The Corso
Manly, New South Wales 2095
Re:Alta Global Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 12, 2023
CIK # 0001981519
Dear Nick Langton:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Company Overview, page 1
1.You state that you have had thousands of consumers complete your proprietary programs.
Revise to quantify the number of participants or subscribers, current and historical, and
clarify whether the proprietary program you are referring to is primarily your Warrior
Training Program.  If so, briefly explain this program, considering it appears to represent
your primary source of revenues.
We have disclosed that there is substantial doubt about our ability to continue as a going
concern, page 8
2.Please augment your risk factor header to state that your auditors have issued a going
concern opinion.  Also, we note your related disclosure on page 32, which seems to lay
out various events that must occur in order for you to continue as a going concern. And
yet in the same section, you also state that "[you] believe that [you] will be able to

 FirstName LastNameNick Langton
 Comapany NameAlta Global Group Ltd
 October 6, 2023 Page 2
 FirstName LastName
Nick Langton
Alta Global Group Ltd
October 6, 2023
Page 2
continue as a going concern, and that it is appropriate to adopt the going concern basis in
the preparation of the financial report," which is unclear. Please revise as the sentence
seems contradictory and the implication of "adopting" the going concern basis is not
apparent.
We rely on key contracts and relationships..., page 11
3.Enhance this risk factor to elaborate upon the terms of the key contracts upon which your
business is dependent. Specifically, explain when such contracts expire, whether they
contain any exclusivity provisions and any rights your counter-parties have to reduce or
limit performance under the contracts. In light of your stated dependence upon the
contracts, file them as exhibits to your registration statement, consistent with Item
601(b)(10) of Regulation S-K.
If we fail to establish and maintain proper internal controls..., page 15
4.Clarify whether you have remediated or are in the process of remediating the material
weaknesses you describe in this risk factor and make consistent revisions throughout. In
this regard, you state that the material weakness did not result in material adjustments to
your financial statements, as if to suggest that you have finished implementing your plans
to remediate, and yet your disclosure states that you are still implementing such plan,
which suggests that you are not yet in a position to know whether the material weaknesses
have been resolved.
Our Constitution and Australian laws and regulations..., page 19
5.Elaborate upon the unique aspects of your corporate requirements, so that investors can
appreciate the risk you highlight here. In this regard, you state on page 53 that the terms of
your Constitution are not significantly different than a U.S. company's charter
documents.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Overview, page 25
6.Please describe, and quantify to the extent possible, any known trends and uncertainties
that have had or that you reasonably expect will have a material favorable or unfavorable
impact on your revenue or results of operations, in light of the impact of COVID-19 on
your business. Please refer to CF Disclosure Guidance: Topic No. 9.  In this regard
elaborate upon your statement that your operations were "significantly impacted from the
ongoing COVID-19 pandemic" to explain how your operations were impacted, to what
degree you have recovered, headwinds you continue to face and efforts you are taking to
address them. Also, if applicable, please clarify whether inflation has had or is expected to
have a material impact on your operations and results.

 FirstName LastNameNick Langton
 Comapany NameAlta Global Group Ltd
 October 6, 2023 Page 3
 FirstName LastName
Nick Langton
Alta Global Group Ltd
October 6, 2023
Page 3
Business, page 35
7.We note your disclosure here and in your prospectus summary that, "[t]here are currently
over 42,000 martial arts and combat sports gyms in the US alone, with more than 10
million people currently training in various martial arts and combat sports disciplines,
spending over $12 billion per annum on training and fitness experiences."   In addition,
under the heading "Growing Engagement" on page 26 you provide similar statistics.  As
appropriate throughout your filing, including your description of your industry and
business, where your disclosure relies upon statistics, please identify the specific source of
the statistics.
8.In an appropriate place in this discussion, revise to provide a description of the principal
markets in which the company operates, including a breakdown of total revenues by
geographic market for each of the last three financial years. Refer to Item 4.B. of Form
20-F.
Our Solution - Alta Platform, page 37
9.For each of your core products, briefly explain the terms of the program that are entered
into with the counter-party gym or subscriber, including termination provision, fee
structure and your material delivery obligations.
10.Disclose the status of your Alta Community product, which you refer to as the "next
phase."
Government Regulations, page 41
11.Enhance your disclosure to provide a description of the material effects of government
regulations on the company’s business, identifying the regulatory body(ies), consistent
with Item 4.B. of Form 20-F.  In this regard, revise to state the jurisdictions in which you
operate.
Note 2: Significant accounting policies
Revenue Recognition, page F-9
12.We note per page F-9 that "revenue recognized is the net program fees attributable only to
the company and does not include the fees due to the gyms."  We note however, that gross
revenue is presented in the results of operations discussion on page 26 and in the
disaggregation of revenue from contracts with customers on page F-19.  Please clarify for
us, and revise your disclosures to clearly state, whether you are the principal or agent in
these arrangements.  Please provide an analysis supporting your determination, as well as
your basis for the presentation of the line item "contractual obligations to gym" in the
consolidated statement of profit of loss.  Refer to paragraphs B34 through B38 of IFRS 15
in your response.

 FirstName LastNameNick Langton
 Comapany NameAlta Global Group Ltd
 October 6, 2023 Page 4
 FirstName LastName
Nick Langton
Alta Global Group Ltd
October 6, 2023
Page 4
            Please contact Robert Shapiro at 202-551-3273 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services