| Item 1. | |
| (a) | Name of issuer:
NIP Group Inc. |
| (b) | Address of issuer's principal executive offices:
Rosenlundsgatan 31, 11863, Stockholm, Sweden |
| 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: Olav Vs Gate 5, 0161 Oslo, Norway |
| (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 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| 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: 4.8%
Tiron AS: 4.8%
Thomas Neslein: 4.8%
The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 235,367,474 ordinary shares (consisting of 197,363,156 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 September 5, 2025, according to records of the Issuer. |
| (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: 1.2%
Tiron AS: 1.2%
Thomas Neslein: 1.2%
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.
|
| | (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. |
| | 
Ownership of 5 percent or less of a class
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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