Form SC 13G - Statement of Beneficial Ownership by Certain Investors
November 14 2024 - 7:13AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NIP Group Inc.
(Name of Issuer)
Class A
Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
654503
101†
(CUSIP Number)
September 30,
2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| |
|
| ¨ |
Rule 13d-1(c) |
| |
|
| x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
† CUSIP number 654503 101 has been assigned to the American
Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Market, under the symbol “NIPG.”
Each ADS represents two Class A ordinary shares.
| 1. |
Name of Reporting Person
Nyx Ventures AS |
| 2. |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Norway |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
13,086,142. See Item 4. |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
13,086,142. See Item 4. |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,086,142. See Item 4. |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
11.6%
of total issued and outstanding ordinary shares, assuming conversion of all issued and outstanding Class B1 and Class B2
ordinary shares into the same number of Class A ordinary shares. See Item 4. |
| 12. |
Type of Reporting Person
CO |
| |
|
|
|
| 1. |
Name of Reporting Person
Tiron AS |
| 2. |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Norway |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
13,086,142. See Item 4. |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
13,086,142. See Item 4. |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,086,142. See Item 4. |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
11.6%
of total issued and outstanding ordinary shares, assuming conversion of all issued and outstanding Class B1 and Class B2
ordinary shares into the same number of Class A ordinary shares. See Item 4. |
| 12. |
Type of Reporting Person
CO |
| |
|
|
|
| 1. |
Name of Reporting Person
Thomas Neslein |
| 2. |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
| 3. |
SEC
Use Only |
| 4. |
Citizenship or Place of Organization
Norway |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
13,086,142. See Item 4. |
| 6. |
Shared Voting Power
0 |
| 7. |
Sole Dispositive Power
13,086,142. See Item 4. |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,086,142. See Item 4. |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9
11.6%
of total issued and outstanding ordinary shares, assuming conversion of all issued and outstanding Class B1 and Class B2
ordinary shares into the same number of Class A ordinary shares. See Item 4. |
| 12. |
Type of Reporting Person
IN |
| |
|
|
|
| Item
1(a). |
Name of Issuer:
NIP
Group Inc. (the “Issuer”) |
| Item
1(b). |
Address of Issuer’s Principal Executive Offices:
Rosenlundsgatan 31, 11 863, Stockholm, Sweden |
| Item
2(a). |
Name of Person Filing:
Thomas Neslein
Tiron AS
Nyx Ventures AS
(collectively, the “Reporting Persons”) |
| Item
2(b). |
Address of Principal Business Office or, if none, Residence:
For
Thomas Neslein:
Via Roncone 22, 6927 Agra, Switzerland
For Tiron AS:
Olav Vs Gate 5, 0161 Oslo, Norway
For Nyx Ventures AS:
Olav Vs Gate 5, 0161 Oslo, Norway |
| Item
2(c). |
Citizenship:
Thomas
Neslein – Norway
Tiron AS – Norway
Nyx
Ventures AS – Norway |
| 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. |
| 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 |
Reporting
Person: |
|
Amount
beneficially
owned: |
|
Percent
of class(1): |
|
|
Percent
of
aggregate
voting
power(2): |
|
|
Sole
power to
vote or to
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: |
|
| Thomas Neslein |
|
|
13,086,142 |
(3) |
|
11.6 |
% |
|
|
1.6 |
% |
|
|
13,086,142 |
|
|
|
0 |
|
|
|
13,086,142 |
|
|
|
0 |
|
| Tiron AS |
|
|
13,086,142 |
(3) |
|
11.6 |
% |
|
|
1.6 |
% |
|
|
13,086,142 |
|
|
|
0 |
|
|
|
13,086,142 |
|
|
|
0 |
|
| Nyx Ventures AS |
|
|
13,086,142 |
(3) |
|
11.6 |
% |
|
|
1.6 |
% |
|
|
13,086,142 |
|
|
|
0 |
|
|
|
13,086,142 |
|
|
|
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 entitled to one vote per share, and each holder of Class B ordinary shares is entitled to 20 votes per share, subject
to certain conditions and restrictions. |
| (3) |
Represents 13,086,142 Class A ordinary shares
directly held by Nyx Ventures AS, a company registered under the laws of Norway. Nyx Ventures AS is wholly owned by Tiron
AS, which is a Norway incorporated company wholly owned by Mr. Thomas Neslein. |
| Item 5. |
Ownership of Five Percent or Less of a Class:
Not applicable |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
Not applicable |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person:
Not applicable |
| Item 8. |
Identification and Classification of Members of the Group:
Not applicable |
| Item 9. |
Notice of Dissolution of Group:
Not applicable |
| Item 10. |
Certifications:
Not applicable |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| |
Thomas Neslein |
| |
|
|
| |
By: |
/s/ Thomas Neslein |
| |
|
Thomas Neslein |
| |
|
|
| |
Tiron AS |
| |
|
|
| |
By: |
/s/ Thomas Neslein |
| |
Name: |
Thomas Neslein |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
Nyx Ventures AS |
| |
|
|
| |
By: |
/s/ Thomas Neslein |
| |
Name: |
Thomas Neslein |
| |
Title: |
Chief Executive Officer |
LIST OF EXHIBITS
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share, of NIP Group Inc., a company
incorporated in the Cayman Islands, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of November 14, 2024.
| |
Thomas Neslein |
| |
|
|
| |
By: |
/s/ Thomas Neslein |
| |
|
Thomas Neslein |
| |
|
|
| |
Tiron AS |
| |
|
|
| |
By: |
/s/ Thomas Neslein |
| |
Name: |
Thomas Neslein |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
Nyx Ventures AS |
| |
|
|
| |
By: |
/s/ Thomas Neslein |
| |
Name: |
Thomas Neslein |
| |
Title: |
Chief Executive Officer |
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