NIP Group Inc. Announces Results of Extraordinary General Meeting

Rhea-AI Summary

NIP Group (NASDAQ: NIPG) held an extraordinary general meeting in Hong Kong on December 29, 2025. Shareholders approved a set of resolutions to amend the company's authorized share capital, restate the memorandum and articles of association, and empower officers to implement the changes.

The authorized capital was reallocated from 1,847,982,728 Class A, 98,567,748 Class B1 and 53,449,524 Class B2 shares to 1,756,459,263 Class A, 148,331,658 Class B1 and 95,209,079 Class B2 shares by redesignating 49,763,910 Class A to B1 and 41,759,555 Class A to B2.

Shareholders also approved the Tenth Amended and Restated Memorandum and Articles of Association and authorized directors/officers to execute all filings and documents, including Cayman Islands registrations, to give effect to these changes.

Positive

• Re-designated 49,763,910 authorized Class A shares to Class B1
• Re-designated 41,759,555 authorized Class A shares to Class B2
• Adopted Tenth Amended and Restated Memorandum and Articles of Association

Negative

• Authorized Class A shares reduced by 91,523,465 (from 1,847,982,728 to 1,756,459,263)
• Implementation requires filings and registrations in the Cayman Islands

Key Figures

Authorized share capital (before) US$200,000; 2,000,000,000 shares Capital structure prior to EGM reclassification

Class A authorized (before) 1,847,982,728 shares Pre‑EGM Class A ordinary share authorization

Class B1 authorized (before) 98,567,748 shares Pre‑EGM Class B1 ordinary share authorization

Class B2 authorized (before) 53,449,524 shares Pre‑EGM Class B2 ordinary share authorization

Class A authorized (after) 1,756,459,263 shares Post‑EGM Class A ordinary share authorization

Class B1 authorized (after) 148,331,658 shares Post‑EGM Class B1 ordinary share authorization

Class B2 authorized (after) 95,209,079 shares Post‑EGM Class B2 ordinary share authorization

Par value per share US$0.0001 Par value for each ordinary share class

Market Reality Check

$1.15 Last Close

Volume Volume 29,440 is about 56% below the 20-day average of 67,136, indicating muted pre‑EGM activity. low

Technical Price $1.06 is trading below the 200-day MA of $1.69 and far under the $7.60 52-week high.

Peers on Argus

While NIPG was down 2.75%, key entertainment peers like CPOP, MPU, GAIA, LVO and CNVS all showed positive moves between 0.53% and 1.94%, pointing to stock-specific pressure rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	Earnings results	Negative	-6.4%	Large net loss and impairments despite strong revenue growth.
Nov 21	Earnings date notice	Neutral	+1.4%	Announcement of timing and logistics for H1 2025 results call.
Nov 19	EGM announcement	Neutral	-7.3%	Scheduling of EGM and voting logistics for proposed resolutions.
Nov 03	Crypto expansion	Positive	+8.2%	Asset-purchase deal to lift Bitcoin mining capacity to 11.3 EH/s.
Sep 10	Leadership change	Positive	-2.5%	Appointment of Carl Agren to board and COO role in computing.

Pattern Detected

News events have produced mixed reactions, with crypto expansion news drawing strong gains while governance and meeting-related announcements often coincided with declines.

Recent Company History

Over the last few months, NIPG reported first-half 2025 results with $61.2M in net revenues but a sizeable $136.3M net loss driven by non-cash impairments, which was followed by a -6.38% move. The company has emphasized Bitcoin mining expansion, including an agreement adding about 8.19 EH/s and potentially 314,515,762 new Class A shares, which preceded a +8.23% reaction. Governance-focused updates, including the prior EGM announcement on Nov 19, 2025, coincided with weaker price action.

Market Pulse Summary

This announcement detailed the EGM’s approval of amendments to NIPG’s authorized share structure, reclassifying portions of authorized but unissued Class A shares into Class B1 and B2 while keeping total authorization at 2,000,000,000 shares and par value of US$0.0001. It also adopted a Tenth Amended and Restated Memorandum and Articles of Association and empowered directors to execute related filings. Investors may watch how these structural changes interact with prior mining expansion deals and future equity issuance.

Key Terms

authorized share capital financial

"the Company’s authorized share capital be amended FROM US$200,000 divided"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

class a ordinary shares financial

"1,847,982,728 Class A ordinary shares of a par value of US$0.0001 each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

class b ordinary shares financial

"the “Class B2 Ordinary Shares” and, collectively with the Class B1 Ordinary Shares, the “Class B Ordinary Shares”"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

par value financial

"ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”)"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

memorandum and articles of association regulatory

"as the Company’s board of directors may determine in accordance with the memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

special resolution regulatory

"the following proposed resolutions were duly passed: by a special resolution that, subject"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

ordinary resolution regulatory

"by an ordinary resolution that (i) the Company give, make, sign, execute and deliver"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

AI-generated analysis. Not financial advice.

ABU DHABI, United Arab Emirates, Dec. 29, 2025 (GLOBE NEWSWIRE) -- NIP Group Inc. (“NIP Group” or the “Company”) (NASDAQ: NIPG), a leading digital entertainment company, today announced that the Company’s extraordinary general meeting of shareholders (the “EGM”) was held in Hong Kong on December 29, 2025. During the EGM, the following proposed resolutions were duly passed:

1. by a special resolution that, subject to the passing of Resolution 2, the Company’s authorized share capital be amended FROM US$200,000 divided into 2,000,000,000 shares comprising (i) 1,847,982,728 Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”), (ii) 98,567,748 Class B1 ordinary shares of a par value of US$0.0001 each (the “Class B1 Ordinary Shares”), and (iii) 53,449,524 Class B2 ordinary shares of a par value of US$0.0001 each (the “Class B2 Ordinary Shares” and, collectively with the Class B1 Ordinary Shares, the “Class B Ordinary Shares”), each of such class or classes (however designated) as the Company’s board of directors may determine in accordance with the memorandum and articles of association of the Company then in effect TO US$200,000 divided into 2,000,000,000 shares comprising (i) 1,756,459,263 Class A Ordinary Shares, (ii) 148,331,658 Class B1 Ordinary Shares, and (iii) 95,209,079 Class B2 Ordinary Shares, each of such class or classes (however designated) as the Company’s board of directors may determine in accordance with the memorandum and articles of association of the Company then in effect, by (a) re-designating and re-classifying 49,763,910 of the authorized but unissued Class A Ordinary Shares as Class B1 Ordinary Shares, and (b) re-designating and re-classifying 41,759,555 of the authorized but unissued Class A Ordinary Shares as Class B2 Ordinary Shares.
   
   
2. by a special resolution that the Ninth Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and by the substitution in their place of the Tenth Amended and Restated Memorandum and Articles of Association in the form attached as Exhibit A to the Notice of Extraordinary General Meeting to reflect the proposed amendments set out in the foregoing Resolution 1. 
   
   
3. by an ordinary resolution that (i) the Company give, make, sign, execute and deliver all such agreements, letters, notices, certificates, acknowledgements, instructions and other documents (whether of a like nature or not) in relation to the matters contemplated in the foregoing resolutions as may be considered necessary or desirable by any director or officer of the Company for the purpose of the coming into effect of or otherwise giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters described in the foregoing resolutions, and (ii) any one director or officer or the registered office provider of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate, or desirable to give effect to the foregoing resolutions as such director or officer or the registered office provider, in his/her/its absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands. 
   
   

About NIP Group

NIP Group (NASDAQ: NIPG) operates at the nexus of Bitcoin mining, compute infrastructure and global digital entertainment. Rooted in a decade of gaming DNA and industry leadership, the Company brings a cultural and community-driven edge to digital asset operations. Headquartered in Abu Dhabi with teams worldwide, NIP Group pairs significant compute capacity with a global gaming and entertainment ecosystem including esports teams, live events and content networks, reaching hundreds of millions of fans.

Safe Harbor Statements

This press release contains statements that constitute “forward-looking” statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” or other similar expressions. Among other things, the business outlook and quotations from management in this press release, as well as NIP Group’s strategic and operational plans, contain forward-looking statements. NIP Group may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about NIP Group’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NIP Group’s growth strategies; its future business development, results of operations and financial condition; its ability to maintain and enhance the recognition and reputation of its brand; developments in the relevant governmental laws, regulations, policies toward NIP Group’s industry; and general economic and business conditions globally and in the countries or regions where NIP Group has operations; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in NIP Group’s filings with the SEC. All information provided in this press release is as of the date of this press release, and NIP Group undertakes no obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:
NIP Group Inc.
Investor Relations: ir@nipgroup.gg
Public Relations: pr@nipgroup.gg

FAQ

What did NIPG announce at the December 29, 2025 EGM?

Shareholders approved reclassification of authorized shares, adoption of the Tenth Amended and Restated Memorandum and Articles of Association, and authorized officers to complete related filings.

How many Class A authorized shares did NIPG reclassify on December 29, 2025?

The company reclassified a total of 91,523,465 authorized Class A shares into Class B1 and B2 (49,763,910 to B1; 41,759,555 to B2).

What are the new authorized share counts for NIPG after the EGM?

Post-approval counts are 1,756,459,263 Class A, 148,331,658 Class B1, and 95,209,079 Class B2 authorized shares.

Will NIPG change its corporate charter after the EGM?

Yes. The company adopted the Tenth Amended and Restated Memorandum and Articles of Association to reflect the approved capital changes.

Who is authorized to implement the EGM resolutions for NIPG?

Any one director or officer or the registered office provider is authorized to execute documents and complete filings to give effect to the resolutions.

Does the NIPG EGM outcome require regulatory filings?

Yes. The resolutions authorize attendance to filing and registration procedures, including for and on behalf of the company in the Cayman Islands.