SC 13G: NIP Group Inc.

AI Summary

SC 13G filing by NIP Group Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — ) Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securiti

Filing Documents

• tm2429692d1_sc13g.htm (SC 13G) — 47KB
• tm2429692d1_ex99-1.htm (EX-99.1) — 4KB
• 0001104659-24-124248.txt ( ) — 52KB

(a)

Item 1(a). Name of Issuer: NIP Group Inc. (the "Issuer")

(b)

Item 1(b). Address of Issuer's Principal Executive Offices: Rosenlundsgatan 31, 11 863, Stockholm, Sweden

(a)

Item 2(a). Name of Person Filing: Liwei Sun xiaOt Sun Holdings Limited (collectively, the "Reporting Persons")

(b)

Item 2(b). Address of Principal Business Office or, if none, Residence: For Liwei Sun: No. 26, Gaoxin 2nd Road East Lake High-tech Development Zone Wuhan, Hubei, 430000 The People's Republic of China For xiaOt Sun Holdings Limited: Start Chambers, Wickham's Cay II, P.O. Box 2221 Road Town, Tortola, VG 1110 British Virgin Islands

(c)

Item 2(c). Citizenship: Liwei Sun – People's Republic of China xiaOt Sun Holdings Limited – British Virgin Islands

(d)

Item 2(d). Title of Class of Securities: Class A ordinary shares, par value US$0.0001 per share, of the Issuer. The Issuer's ordinary shares consist of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares (Class B1 ordinary shares and Class B2 ordinary shares collectively referred to as "Class B ordinary shares"). The rights of the holders of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote and is not convertible into any other shares of the Issuer's capital stock. Each Class B ordinary share is entitled to 20 votes, subject to certain conditions and restrictions. Class B ordinary shares are convertible at the option of the holder thereof into Class A ordinary shares on a one-for-one basis.

(e)

Item 2(e). CUSIP Number: 654503 101 CUSIP number 654503 101 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Market, under the symbol "NIPG." Each ADS represents two Class A ordinary shares. Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a : Not applicable 4 Item 4. Reporting Person: Amount beneficially owned: Percent of class (1) : Percent of aggregate voting power (2) : Sole power to vote or direct the vote: Shared power to vote or to direct the vote: Sole power to dispose or to direct the disposition of: Shared power to dispose or to direct the disposition of: Liwei Sun 9,362,987 (3) 8.3 % 22.4 % 9,362,987 0 9,362,987 0 xiaOt Sun Holdings Limited 9,362,987 (3) 8.3 % 22.4 % 9,362,987 0 9,362,987 0 (1) The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 112,476,359 ordinary shares (consisting of 74,472,041 Class A ordinary shares, 24,641,937 Class B1 ordinary shares, and 13,362,381 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of July 30, 2024 provided by the Issuer, as reported in its prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on July 26, 2024, and Form 6-K filed with the Securities and Exchange Commission on July 30, 2024. The Class B1 ordinary shares and Class B2 ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership. (2) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer's Class A ordinary shares and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entit

View Full Filing

View this SC 13G filing on SEC EDGAR