Share Swap Terminated: NIPG Surrenders 920,212 Class A Shares

Rhea-AI Filing Summary

NIP Group announced the mutual termination of a Share Swap Agreement with the beneficial owners of ZSZQ Limited, the Cayman parent controlling Wuhan Young Will Ltd. Under the original agreement the company issued 920,212 Class A Ordinary Shares in exchange for a 61% equity stake; the agreement also provided for additional 13% annual acquisitions in 2025–2027 contingent on certain terms.

After reviewing post-closing performance and compliance matters, NIP Group determined that certain contractual obligations, including the agreed 2024 performance target and related commitments, were not fully satisfied. The parties entered a termination agreement and all Class A Ordinary Shares issued under the Share Swap Agreement have been surrendered and cancelled in full; no Class A Ordinary Shares remain outstanding in relation to the transaction.

Positive

• All Class A Ordinary Shares issued under the Share Swap Agreement were surrendered and cancelled in full, so no swap-related Class A shares remain outstanding.
• Parties mutually agreed to terminate the Share Swap Agreement and ancillary documents, formally concluding the contested transaction.

Negative

• The agreed 2024 performance target and other contractual commitments were not fully satisfied, triggering termination of the material agreement.
• A previously completed transaction transferring 61% of ZSZQ Limited was unwound, indicating the acquisition did not meet post-closing requirements.

Insights

M&A Specialist

TL;DR: The unwind halts planned equity transfers and removes swap-related shares, ending contingent future issuances.

The filing shows the company reversed a previously executed share-swap that had delivered 61% of ZSZQ Limited in exchange for 920,212 Class A Ordinary Shares. The termination cancels the currently outstanding swap-related shares, eliminating the planned contingent issuances tied to future annual 13% purchases. From an M&A standpoint this removes ongoing integration or earnout obligations tied to that structure but also confirms the underlying performance conditions were not met.

Corporate Governance Expert

TL;DR: Termination cites unmet performance and compliance commitments, signaling material contractual and oversight issues.

The disclosure states that certain contractual obligations, including the 2024 performance target and other commitments, were not fully satisfied, prompting the company to exercise its contractual right to terminate after discussions with counterparties. This is a governance concern because it reflects post-closing non-performance and required management action to unwind the arrangements and recover issued shares.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42160

NIP Group Inc.

Rosenlundsgatan 31

11 863 Stockholm

Sweden

+46 8133700

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒                   Form 40-F ☐

Termination of a Material Agreement

As previously disclosed, in September 2024, NIP Group Inc. (“NIP Group” or the “Company”) entered into certain share swap agreement (the “Share Swap Agreement”) with the beneficial owners of ZSZQ Limited, the Cayman parent company that controls Wuhan Young Will Ltd. (“Young Will”) through contractual arrangements. Under the Share Swap Agreement, such beneficial owners agreed to sell and transfer to NIP Group all of the ordinary shares of ZSZQ Limited beneficially owned by them, and in exchange and as consideration therefor, NIP Group agreed to issue and allot to such beneficial owners certain number of its Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”). In October 2024, NIP Group issued 920,212 Class A Ordinary Shares to such beneficial owners in exchange for 61% of the equity stake in ZSZQ Limited in accordance with the Share Swap Agreement. Pursuant to the Share Swap Agreement, NIP Group will subsequently acquire an additional 13% of the share capital of ZSZQ Limited each year during 2025, 2026, and 2027, and in exchange issue a corresponding number of its Class A Ordinary Shares to the beneficial owners of ZSZQ Limited, contingent upon the satisfaction of certain terms and conditions set out in the Share Swap Agreement.

Following a review of the post-closing performance and compliance matters, the Company determined that certain contractual obligations under the Share Swap Agreement, including the agreed performance target for 2024 and other related commitments, were not fully satisfied. After discussions with the counterparties, the Company exercised its contractual right to terminate the transactions contemplated under the Share Swap Agreement.

On July 31, 2025, all parties to the Share Swap Agreement entered into a termination agreement, pursuant to which the parties mutually agreed to terminate the Share Swap Agreement and other ancillary agreements and documents regarding the share swap transactions. As of the date of this report, all Class A Ordinary Shares previously issued under the Share Swap Agreement have been surrendered and cancelled in full. No Class A Ordinary Shares remain outstanding in relation to the transaction.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NIP Group Inc.
	By:	/s/ Mario Yau Kwan Ho
	Name:	Mario Yau Kwan Ho
	Title:	Co-Chief Executive Officer
	By:	/s/ Hicham Chahine
	Name:	Hicham Chahine
	Title:	Co-Chief Executive Officer

Date: August 8, 2025

FAQ

What did NIP Group (NIPG) report in this Form 6-K?

NIP Group reported the mutual termination of its Share Swap Agreement with the beneficial owners of ZSZQ Limited and the surrender and cancellation in full of all Class A Ordinary Shares issued under that agreement.

How many Class A Ordinary Shares were issued and later cancelled?

The company issued and subsequently surrendered and cancelled 920,212 Class A Ordinary Shares that had been issued under the Share Swap Agreement.

What equity stake was acquired under the Share Swap Agreement?

NIP Group issued shares in exchange for a 61% equity stake in ZSZQ Limited and had contractual plans to acquire an additional 13% each year in 2025, 2026 and 2027 contingent on terms.

Why was the Share Swap Agreement terminated?

Following a post-closing review, the company determined that certain contractual obligations, including the agreed 2024 performance target and related commitments, were not fully satisfied, and exercised its contractual right to terminate.

Do any Class A Ordinary Shares remain outstanding related to the transaction?

No. The filing states that all Class A Ordinary Shares previously issued under the Share Swap Agreement have been surrendered and cancelled in full and no such shares remain outstanding in relation to the transaction.