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 June 2026
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 ☐
NIP
Group Inc. Announces Additional Closing of the Second Tranche of Its Bitcoin Mining Capacity Acquisition
Reference
is made to the Current Reports on Form 6-K furnished by NIP Group Inc. (the “Company”) with the Securities and Exchange Commission
on November 3, 2025 and January 13, 2026, which described, among other things, the entry into a second asset purchase agreement (the
“Tranche 2 APA”), and an amendment thereto, in connection with the Company’s acquisition of additional Bitcoin mining
capacity (the “Transaction”) from certain sellers (the “Sellers”). The initial closing under the Transaction
was completed on January 9, 2026 and settled through issuance of 167,917,734 Class A ordinary shares of the Company to the Sellers and/or
their assignees.
On
May 29, 2026, the Company entered into a second amendment to the Tranche 2 APA (the “Tranche 2 APA Amendment”). Pursuant
to the Tranche 2 APA Amendment, the parties agreed that the remaining closings under the Transaction, which had previously been contemplated
to be settled through issuance of convertible notes, will instead be settled through issuance of Class A ordinary shares of the Company.
On
May 29, 2026, the Company also completed a second closing under the Transaction and issued an aggregate of 62,579,674 Class A ordinary
shares of the Company to the Sellers and/or their assignees as consideration for the acquired mining assets.
The
remaining closing under the Transaction, when completed, is also expected to be settled through issuance of Class A ordinary shares of
the Company in accordance with the Tranche 2 APA Amendment.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| Exhibit
99.1 |
|
Form
of Second Amendment to the On-rack Sales and Purchase Agreement |
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:
June 2, 2026
Exhibit
99.1
SECOND
AMENDMENT TO THE ON-RACK SALES AND PURCHASE AGREEMENT
This
SECOND AMENDMENT (this “Second Amendment”), dated as of _________, 2026 (the “Effective Date”),
further amends that certain On-Rack Sales and Purchase Agreement dated November 3, 2025 (the “Original Agreement”),
as amended by that certain Amendment to the On-Rack Sales and Purchase Agreement dated January 9, 2026 (the “First Amendment”,
and together with the Original Agreement, the “Agreement”), by and between NIP Group Inc. (the “Purchaser”)
and the Persons listed in Section 1.1 of Schedule A thereto (the “Sellers”). Capitalized terms used but not defined
herein have the meanings set forth in the Agreement.
RECITALS
WHEREAS,
the Purchaser and the Sellers entered into the Original Agreement pursuant to which the Purchaser agrees to purchase the Purchased Assets
and engage Cloud Mining Services on the terms set forth therein;
WHEREAS,
pursuant to the First Amendment, the Parties agreed, inter alia, that (a) the consideration for the Purchased Assets of each Seller
shall be in the form of unlisted interest-free convertible notes (the “Notes”) and (b) the consideration for the Cloud
Mining Services of each Seller shall be in the form of Class A Ordinary Shares (the “Issued Shares”), and made certain
other amendments to the Original Agreement;
WHEREAS,
as permitted by Section 8(a) of the First Amendment, the Closing with respect to the Cloud Mining Services and the Purchased Assets took
place separately, and the Closing with respect to the Cloud Mining Services occurred on January 9, 2026 (the “CMS Closing Date”),
and the Issued Shares have been duly issued to the applicable Sellers;
WHEREAS,
the Parties now desire to further amend the Agreement, and this Second Amendment shall be binding on all Parties to the Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants herein and intending to be legally bound, the Parties agree as follows:
Section
1. Definitions.
| (a) | The
following definition shall be added to Clause 1.1 of the Agreement: |
“Product
Shares” of a Seller means a number of Class A Ordinary Shares equal to the product of Consideration Shares per T multiplied
by the Product Hashrate of such Seller (rounded to the nearest whole share).
| (b) | The
following definition in Clause 1.1 of the Agreement (as amended by Section 1(b) of the First
Amendment) shall be deleted in its entirety and replaced with the following: |
“Transaction
Documents” means this Agreement, the Investor Rights Agreement, the Hosting Service Agreements, the Cloud Mining Services Agreements,
and any other agreement, document, certificate or writing delivered in connection with this Agreement, each as may be amended from time
to time.
| (c) | The
“Long Stop Date” as defined in the Agreement (as amended by Section 1(c)
of the First Amendment) shall be further changed to July 31, 2026. |
Section
2. Closing Deliverables.
| (a) | The
following closing deliverable of the Purchaser shall be added to Clause 2.3(a) of the Agreement: |
“the
Product Shares of such Seller in the name of such Seller, as evidenced by a copy of relevant extracts of the register of members of the
Purchaser reflecting such Seller as the legal owner of the Product Shares;”
| (b) | The
additional closing deliverable of the Purchaser added to Clause 2.3(a) of the Agreement pursuant
to Section 2(b) of the First Amendment (relating to the delivery of an original executed
Note in the principal amount of the Product Purchase Price of such Seller issued to such
Seller) is hereby deleted in its entirety. |
Section
3. Consideration. Clauses 3.1 and 3.2 of the Agreement (as amended by Section 3 of the First Amendment) shall be deleted in their
entirety and replaced with the following:
“3.1
The aggregate consideration for the Purchased Assets of a Seller in connection with the Proposed Transaction as set forth in this Clause
3 shall be the Product Shares of such Seller, and the aggregate consideration for the Cloud Mining Services of a Seller in connection
with the Proposed Transaction shall be the Issued Shares of such Seller, in each case to be issued to such Seller by the Purchaser as
set forth in this Clause 3.
3.2
At the Closing, subject to each Seller’s fulfillment of its obligations under Clause 4,
| (a) | in
consideration of the Purchased Assets of such Seller, the Purchaser shall issue to such Seller,
and such Seller shall subscribe for from the Purchaser, in a private placement transaction
and in consideration of the Purchased Assets of such Seller, such Seller’s Product
Shares, free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional
documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller
or its Affiliates); and |
| (b) | in
consideration of the Cloud Mining Services of such Seller, the Purchaser shall issue to such
Seller, and such Seller shall subscribe for from the Purchaser, in a private placement transaction
and in consideration of the Cloud Mining Services of such Seller, such Seller’s Issued
Shares, free and clear of all Encumbrances (other than (i) Encumbrances pursuant to the constitutional
documents of the Purchaser or Applicable Laws and (ii) Encumbrances created by such Seller
or its Affiliates). For purposes hereof, “Issued Shares” of a Seller shall mean
a number of Class A Ordinary Shares equal to the product of Consideration Shares per T multiplied
by the Service Hashrate of such Seller (rounded to the nearest whole share). |
“Consideration
Shares” mean, collectively, the Product Shares and the Issued Shares.”
Section
4. Representations and Warranties. The additional representation and warranty added before Clause 6.1(v) of the Agreement pursuant
to Section 4 of the First Amendment (relating to the ranking of the Notes) is hereby deleted in its entirety.
Section
5. Covenants. The additional covenant added as Clause 6.8 of the Agreement pursuant to Section 5 of the First Amendment (relating
to the Conversion Price of the Notes) is hereby deleted in its entirety.
Section
6. Kazakhstan Transaction Steps.
| (a) | Section
8(b) of the First Amendment and Clauses 3.1-3.4 of the Exhibit A shall be amended
such that all references to (i) the “relevant Note” and “KZ Note”
shall be replaced with references to the relevant “Product Shares” to be issued
by the Purchaser to Prosperity Oak as consideration for the KZ Purchased Assets, and (ii)
the “convertible bonds / note” shall be replaced with “Product Shares”,
in each case, mutatis mutandis. |
| (b) | For
the avoidance of doubt, at the Closing, upon the completion of the Closing KZ Assignment,
the Purchaser shall issue to Prosperity Oak the Product Shares attributable to the KZ Purchased
Assets (calculated as the product of Consideration Shares per T multiplied by the Product
Hashrate of the KZ Purchased Assets (rounded down to the next whole share)), in lieu of the
KZ Note. |
| (c) | Prosperity
Oak hereby irrevocably waives any and all rights, remedies, claims and consequences arising
from or in connection with the failure to issue the KZ Note or Product Shares within the
forty-five (45) day period specified in Clause 3.3 of Exhibit A to the First Amendment. |
Section
7. Acknowledgements. The Parties acknowledge and agree that:
| (a) | the
Closing with respect to the Cloud Mining Services has occurred on the CMS Closing Date, and
the Issued Shares have been duly issued to the applicable Sellers in accordance with the
terms of the Agreement (as amended by the First Amendment), and such issuance shall not be
affected by this Second Amendment; |
| (b) | the
consideration for the Purchased Assets of each Seller shall be the Product Shares, to be
issued at the Closing with respect to the Purchased Assets in accordance with the terms of
the Agreement (as amended by this Second Amendment); and |
| (c) | for
the avoidance of doubt, Section 8(a) of the First Amendment (permitting separate Closings
for the Cloud Mining Services and the Purchased Assets) shall continue to apply. |
Section
8. Waiver of Accrued Termination Rights. Each of the Parties hereby irrevocably waives any right it may have to terminate this
Agreement pursuant to Clause 12.1(b) of the Agreement arising from the fact that the Closing with respect to the Purchased Assets has
not occurred on or prior to March 31, 2026 (i.e., the Long Stop Date as previously amended by Section 1(c) of the First Amendment), and
confirms that (i) no notice of termination has been given or is intended to be given pursuant to Clause 12.1(b) in connection therewith,
and (ii) the Agreement remains in full force and effect as of the Effective Date.
Section
9. No Other Amendment. The Parties hereto hereby confirm that, (a) all references to “this Agreement” in the Agreement
and any other Transaction Document shall be deemed to mean the Agreement, as amended by the First Amendment and this Second Amendment,
and (b) except as expressly set forth herein, the terms and conditions of the Agreement (as amended by the First Amendment) shall not
be or be deemed to be amended, modified or waived by this Second Amendment and shall continue in full force and effect.
Section
10. Miscellaneous. Clause 11 (Confidentiality and Communications), Clause 13 (Notices), Clause 21 (Governing
Law and Dispute Resolution), Clause 23 (Counterparts and Electronic Signatures) and Clause 24 (Specific Performance)
of the Agreement shall apply to this Second Amendment mutatis mutandis.
Section
11. Transaction Document. This Second Amendment shall constitute a Transaction Document for purposes of the Agreement and each
other Transaction Document. In the event of any conflict between the terms of this Second Amendment and the terms of the Agreement (including
as amended by the First Amendment), the terms of this Second Amendment shall prevail.
**
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **
(Signature
page for the Second Amendment to On-Rack Sales and Purchase Agreement)
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.
| |
Prosperity
Oak Holdings Limited |
| |
|
| |
Signature: |
|
| |
Name:
|
Chang-Wei
Chiu |
| |
Title:
|
Director |
(Signature
page for the Second Amendment to On-Rack Sales and Purchase Agreement)
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.
| |
Apex
Cyber Capital Limited |
| |
|
| |
Signature:
|
|
| |
Name:
|
KEE
WEE KIANG, KENNETH |
| |
Title:
|
Director |
(Signature
page for the Second Amendment to On-Rack Sales and Purchase Agreement)
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.
| |
Noveau
Jumpstar Limited |
| |
|
| |
Signature:
|
|
| |
Name:
|
Sheng
JIANG |
| |
Title:
|
Director |
(Signature
page for the Second Amendment to On-Rack Sales and Purchase Agreement)
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.
| |
NIP
Group Inc. |
| |
|
| |
Signature: |
|
| |
Name:
|
Hicham
Chahine |
| |
Title:
|
Director |
