| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.0001 per share |
| (b) | Name of Issuer:
NIP Group Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Rosenlundsgatan 31, 11 863, Stockholm, Sweden, Stockholm,
SWEDEN
, 11 863. |
| Item 2. | Identity and Background |
|
| (a) | Apex Cyber Capital Limited |
| (b) | Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands |
| (c) | Investment Holding |
| (d) | No |
| (e) | No |
| (f) | the British Virgin Islands |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The consideration for the purchase of 61,587,787 Class A Ordinary Shares by the Reporting Person was certain on-rack crypto mining machines with an aggregate hashrate of around 1.60 Exahash per second. |
| Item 4. | Purpose of Transaction |
| | On June 27, 2025, the Issuer, the Reporting Person and Fortune Peak Limited ("Fortune Peak") entered into a definitive asset-purchase agreement (the "Agreement"), which contemplates the acquisition by the Issuer of on-rack crypto mining machines with an aggregate hash rate of 3.11 EH/s through issuance of Class A Ordinary Shares of the Issuer.
On September 5, 2025, the Issuer, the Reporting Person, Fortune Peak and Prosperity Oak Holdings Limited ("Prosperity Oak") entered into an amendment to the Agreement (the "Amendment"), under which, among other things, Fortune Peak assigned all of its rights, benefits and obligations under the Agreement to complete the transaction contemplated under the Agreement (the "Transaction") to Prosperity Oak.
Pursuant to the Agreement as amended by the Amendment, upon the closing of the Transaction, 61,587,787 Class A Ordinary Shares of the Issuer has been issued to the Reporting Person. As a closing condition to the Transaction, upon the closing of the Transaction, the Reporting Person, the Issuer and certain other parties also entered into an investor rights agreement (the "Investor Rights Agreement"), according to which the Reporting Person is entitled to customary registration rights and the right to each appoint one director of the Issuer, subject to certain restrictions. As of the closing of the Transaction on September 5, 2025, the Reporting Person has appointed Kee Wee Kiang Kenneth to the board of the Issuer.
The information set forth in Item 6 is hereby incorporated by reference in its entirety.
Other than as set forth in this Schedule 13D, the Reporting Person has no present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. The ownership percentage appearing on such pages calculated based on a total of 197,363,156 Class A Ordinary Shares of the Issuer issued and outstanding (consisting of (i) 78,729,929 Class A Ordinary Shares issued and outstanding as of June 27, 2025, as reported in Exhibit 99.2 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on July 1, 2025; minus (ii) ,920,212 Class A Ordinary Shares surrendered and cancelled as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 8, 2025; plus (iii) 119,553,439 Class A Ordinary shares issued to the Reporting Person and certain other persons as the consideration of the Transaction (as defined herein below) on September 5 , 2025, as reported in Exhibit 99.1 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on September 9, 2025).
The voting power of the shares beneficially owned by the Reporting Person represents 6.4% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of (i) a total of 197,363,156 Class A Ordinary Shares issued and outstanding, (ii) 24,641,937 Class B1 Ordinary Shares issued and outstanding as of June 27, 2025, as reported in Exhibit 99.2 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on July 1, 2025, and (iii) 13,362,381 Class B2 Ordinary Shares issued and outstanding as of June 27, 2025, as reported in Exhibit 99.2 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on July 1, 2025. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, each Class B1 ordinary share is entitled to 20 votes, and each Class B2 ordinary share is entitled to 20 votes, voting together as one class. |
| (b) | Please refer to Item 5(a). |
| (c) | The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 5(c). Except as disclosed in this Schedule 13D, the Reporting Person has not effected any transaction in the Class A Ordinary Shares of the Issuer (including Class A Ordinary Shares represented by ADSs) during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 3 is hereby incorporated by reference in its entirety.
Item 3 and 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. To the best knowledge of the Reporting Person, except as disclosed in this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.A Schedule A
99.1 On-rack Sales and Purchase Agreement between NIP Group Inc. and Persons Listed in Section 1 of Appendix A, dated June 27, 2025 (incorporated herein by reference to Exhibit 99.2 to report of foreign private issuer on Form 6-K (File No. 001-42160), filed with Securities and Exchange Commission on July 1, 2025)
99.2 Amendment and Waiver among the Issuer, Fortune Peak and the Sellers, dated September 5, 2025 (incorporated herein by reference to Exhibit 99.2 to report of foreign private issuer on Form 6-K (File No. 001-42160), filed with Securities and Exchange Commission on September 9, 2025)
99.3 Investor Rights Agreement among the Issuer, the Sellers and certain other parties thereto, dated September 5, 2025 |
(b)