X0202 SCHEDULE 13D/A 0001641172-25-027150 0002085538 XXXXXXXX LIVE 3 Class A Ordinary Shares, par value US$0.0001 per share 05/29/2026 false 0001966233 654503101 NIP Group Inc.

Rosenlundsgatan 31, 11 863 Stockholm, Sweden Stockholm V7 11 863

Kee Wee Kiang, Kenneth 65 96925815 9 Sundridge Park Road Braddell Heights Estate, Singapore Singapore U0 358140 0002085538 N Apex Cyber Capital Limited b OO N D8 85229652.00 0.00 85229652.00 0.00 85229652.00 Y 19.9 CO 1. Note to Row 1: Mr. Kee Wee Kiang, Kenneth, Ms. FANG Wenwen and Ms. SHEN Yue Lei each indirectly holds one-third of the shares of the Reporting Person. 2. Each of Row 7, 9, and 11 represents 85,229,652 Class A Ordinary Shares held by Apex Cyber Capital Limited. 3. Note to Row 13: The percentage of class of securities beneficially owned by the Reporting Person is calculated based on a total of 427,860,564 Class A Ordinary Shares issued and outstanding (consisting of (i) 365,280,890 Class A Ordinary Shares issued and outstanding as of March 31, 2026, as reported in the Reporting Person's 20-F filed with the Securities and Exchange Commission on April 30, 2026; plus (ii) 62,579,674 Class A Ordinary Shares issued to certain persons, including the Reporting Person, as the consideration of the Transaction (as defined herein below) on May 29, 2026, as reported in Exhibit 99.1 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on June 2, 2026. The voting power of the shares beneficially owned by the Reporting Person represents 4.1% 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 427,860,564 Class A Ordinary Shares issued and outstanding as described above, and, (ii) 51,900,121 Class B1 Ordinary Shares issued and outstanding and 31,534,504 Class B2 Ordinary Shares issued and outstanding as of March 31, 2026, as reported in the Reporting Person's 20-F filed with the Securities and Exchange Commission on April 30, 2026. 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. Class A Ordinary Shares, par value US$0.0001 per share NIP Group Inc. Rosenlundsgatan 31, 11 863 Stockholm, Sweden Stockholm V7 11 863 The consideration for the purchase of 23,641,865 Class A Ordinary Shares by the Reporting Person was certain on-rack crypto mining machines with an aggregate hashrate of around 0.61 Exahash per second. On May 29, 2026, the Issuer and the Second Tranche Selling Parties entered into a Second Amendment to the Second Tranche Agreement (the "Second Amendment"). Pursuant to the Second Amendment, the Issuer issued a total of 62,579,674 Class A Ordinary Shares (the "Transaction"), including 23,641,865 Class A Ordinary Shares to the Reporting Person. The Transaction, which had previously been contemplated to be settled through the issuance of convertible notes, was instead settled through the issuance of Class A Ordinary Shares 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. 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. Please refer to Item 5(a). 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. Not applicable. Not applicable. 99.1 On-rack Sales and Purchase Agreement between NIP Group Inc. and Persons Listed in Section 1.1 of Appendix A, dated November 3, 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 November 3, 2025) 99.2 The Amendment to the On-rack Sales and Purchase Agreement, dated January 9, 2026 (incorporated herein by reference to Exhibit 99.2 to the Reporting Person's Schedule 13D Amendment No. 2 filed with the Securities and Exchange Commission on January 15, 2026) 99.3 The Second Amendment to the On-rack Sales and Purchase Agreement, dated May 29, 2026 (incorporated herein by reference to Exhibit 99.1 to report of foreign private issuer on Form 6-K (File No. 001-42160), filed with Securities and Exchange Commission on June 2, 2026) Apex Cyber Capital Limited /s/ Kee Wee Kiang, Kenneth 06/05/2026