SCHEDULE 13G

CUSIP No.

654503101

1

Names of Reporting Persons

Nyx Ventures AS

2

Check the appropriate box if a member of a Group (see instructions)

(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 11,298,466.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,298,466.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,298,466.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

10.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 11,298,466 Class A ordinary shares in the form of ADSs, which are 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. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 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 March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.

SCHEDULE 13G

CUSIP No.

654503101

1

Names of Reporting Persons

Tiron AS

2

Check the appropriate box if a member of a Group (see instructions)

(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 11,298,466.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,298,466.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,298,466.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

10.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 11,298,466 Class A ordinary shares in the form of ADSs, which are 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. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 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 March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.

SCHEDULE 13G

CUSIP No.

654503101

1

Names of Reporting Persons

Thomas Neslein

2

Check the appropriate box if a member of a Group (see instructions)

(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 11,298,466.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,298,466.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,298,466.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

10.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 11,298,466 Class A ordinary shares in the form of ADSs, which are 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. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 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 March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

NIP Group Inc.

(b)

Address of issuer's principal executive offices:

Rosenlundsgatan 31,, Stockholm,, SWEDEN, 11863.

Item 2.

(a)

Name of person filing:

Nyx Ventures AS Tiron AS Thomas Neslein

(b)

Address or principal business office or, if none, residence:

Nyx Ventures AS: Olav Vs Gate 5, 0161 Oslo, Norway Tiron AS: Olav Vs Gate 5, 0161 Oslo, Norway Thomas Neslein: Via Roncone 22, 6927 Agra, Switzerland

(c)

Citizenship:

Nyx Ventures AS: Norway Tiron AS: Norway Thomas Neslein: Norway

(d)

Title of class of securities:

Class A Ordinary Shares, par value US$0.0001 per share

(e)

CUSIP No.:

654503101

Item 4.

Ownership

(a)

Amount beneficially owned:

Nyx Ventures AS: 11,298,466 Tiron AS: 11,298,466 Thomas Neslein: 11,298,466 Represents 11,298,466 Class A ordinary shares in the form of ADSs, which are 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.

(b)

Percent of class:

Nyx Ventures AS: 10.0% Tiron AS: 10.0% Thomas Neslein: 10.0% The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 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 March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Nyx Ventures AS: 11,298,466 Tiron AS: 11,298,466 Thomas Neslein: 11,298,466 Percent of Aggregate Voting Power: Nyx Ventures AS: 1.4% Tiron AS: 1.4% Thomas Neslein: 1.4% 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.

(ii) Shared power to vote or to direct the vote:

Nyx Ventures AS: 0 Tiron AS: 0 Thomas Neslein: 0

(iii) Sole power to dispose or to direct the disposition of:

Nyx Ventures AS: 11,298,466 Tiron AS: 11,298,466 Thomas Neslein: 11,298,466

(iv) Shared power to dispose or to direct the disposition of:

Nyx Ventures AS: 0 Tiron AS: 0 Thomas Neslein: 0

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 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.

Nyx Ventures AS

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein / Chief Executive Officer
Date:	08/12/2025

Tiron AS

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein / Chief Executive Officer
Date:	08/12/2025

Thomas Neslein

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein
Date:	08/12/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement