NIP Group (NASDAQ: NIPG) plans 1-for-30 ADS ratio change

Rhea-AI Filing Summary

NIP Group Inc. plans to change the ratio of its American Depositary Shares so that one ADS will represent sixty Class A ordinary shares instead of two. For ADS holders, this functions as a one-for-thirty reverse ADS split.

The company expects the change to become effective on or about July 6, 2026, subject to a post-effective amendment to its Registration Statement on Form F-6. ADSs held through DRS and DTC will be exchanged automatically, with Citibank, N.A. handling the process.

No fractional new ADSs will be issued; instead, fractional entitlements will be aggregated and sold, and net cash proceeds distributed to holders. The Nasdaq ticker "NIPG" and the number of underlying Class A ordinary shares will remain unchanged, with no Class A shares issued or cancelled.

Key Figures

New ADS ratio: 1 ADS : 60 Class A ordinary shares Current ADS ratio: 1 ADS : 2 Class A ordinary shares Reverse ADS split equivalent: 1-for-30 +2 more

5 metrics

New ADS ratio 1 ADS : 60 Class A ordinary shares ADS Ratio Change announced June 15, 2026

Current ADS ratio 1 ADS : 2 Class A ordinary shares Ratio prior to ADS Ratio Change

Reverse ADS split equivalent 1-for-30 Effect on existing ADS positions

Expected effective date on or about July 6, 2026 Timing of ADS Ratio Change effectiveness

Form reference Registration Statement on Form F-6 Post-effective amendment to reflect ADS Ratio Change

Key Terms

ADS Ratio Change, reverse ADS split, Registration Statement on Form F-6, Direct Registration System, +2 more

6 terms

ADS Ratio Change financial

"it plans to change the ratio of its American Depositary Shares (“ADSs”) to its Class A ordinary shares (the “ADS Ratio Change”)"

An ads ratio change is an adjustment to how many American Depositary Shares (ADS) represent one unit of a foreign company’s ordinary shares — like changing whether a cake is cut into 2 or 10 slices. Investors care because it alters the number of tradable ADS, the implied price per ADS and an investor’s ownership stake, which can affect liquidity, perceived value and comparisons of holdings across markets.

reverse ADS split financial

"For the Company’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-thirty reverse ADS split."

A reverse ADS split is a corporate action that combines multiple American Depositary Shares (ADS) into a smaller number of ADS, so each new ADS represents more underlying ordinary shares and the price per ADS rises proportionally. Think of merging several small coins into one bigger coin: your total value stays the same, but the share count and per‑share price change, which can affect trading liquidity, index inclusion, and investor perception of the stock.

Registration Statement on Form F-6 regulatory

"A post-effective amendment to the Registration Statement on Form F-6 will be filed with the U.S. Securities and Exchange Commission"

A registration statement on Form F-6 is a U.S. Securities and Exchange Commission filing that registers American Depositary Receipts (ADRs), which are certificates that let U.S. investors buy and sell shares of a foreign company as if they were domestic stock. It matters to investors because it enables easier trading, clearer regulatory oversight and disclosure, and often greater liquidity for a foreign company’s shares — like putting a foreign product on a local store shelf with a clear label and price.

Direct Registration System financial

"On the Effective Date, holders of ADSs in the Direct Registration System (“DRS”) and in The Depository Trust Company (“DTC”) will have their ADSs automatically exchanged"

A direct registration system allows investors to register their ownership of securities directly with the issuing company or its transfer agent, rather than holding shares through a broker or intermediary. This setup gives investors more control over their holdings and simplifies the process of buying or selling shares. It is important because it can reduce costs, increase transparency, and provide a clearer record of ownership.

The Depository Trust Company financial

"holders of ADSs in the Direct Registration System (“DRS”) and in The Depository Trust Company (“DTC”) will have their ADSs automatically exchanged"

The Depository Trust Company is a large organization that safely manages and keeps electronic records of ownership for stocks, bonds, and other securities. It acts like a digital warehouse, making it easier and faster for investors to buy, sell, and transfer investments without needing physical paper certificates. This helps ensure transactions are secure, accurate, and completed smoothly.

deposit agreement financial

"The depositary bank and the Company have also agreed to amend the deposit agreement, dated as of July 25, 2024, in order to reflect the ADS Ratio Change."

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

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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 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 ☐

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Press Release - NIP Group Inc. Announces Plan to Implement ADS Ratio Change

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 15, 2026

Exhibit 99.1

NIP Group Inc. Announces Plan to Implement ADS Ratio Change

ABU DHABI, United Arab Emirates, June 15, 2026 -- NIP Group Inc. (“NIPG” or the “Company”) (NASDAQ: NIPG) today announced that it plans to change the ratio of its American Depositary Shares (“ADSs”) to its Class A ordinary shares (the “ADS Ratio Change”) from one (1) ADS representing two (2) Class A ordinary shares to one (1) ADS representing sixty (60) Class A ordinary shares.

For the Company’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-thirty reverse ADS split. A post-effective amendment to the Registration Statement on Form F-6 will be filed with the U.S. Securities and Exchange Commission to reflect the ADS Ratio Change. The Company anticipates that the ADS Ratio Change will be effective on or about July 6, 2026, U.S. Eastern Time (the “Effective Date”), subject to the effectiveness of the post-effective amendment to the Registration Statement on Form F-6 on or before that date.

On the Effective Date, holders of ADSs in the Direct Registration System (“DRS”) and in The Depository Trust Company (“DTC”) will have their ADSs automatically exchanged and need not take any action. The exchange of every thirty (30) then-held (existing) ADSs for one (1) new ADS will occur automatically on the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the depositary bank. Citibank, N.A., as the depositary bank for the Company’s ADS program, will arrange for the exchange. The Company’s ADSs will continue to be traded on the Nasdaq Stock Market under the ticker symbol “NIPG.”

No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank. The ADS Ratio Change will have no impact on the Company’s underlying Class A ordinary shares, and no Class A ordinary shares will be issued or cancelled in connection with the ADS Ratio Change.

As a result of the ADS Ratio Change, the trading price of the Company’s ADSs is expected to increase proportionately upon the effectiveness of the ADS Ratio Change, although there can be no assurance that the ADS trading price after the ADS Ratio Change will be equal to or greater than thirty times the ADS trading price before the ADS Ratio Change.

The depositary bank and the Company have also agreed to amend the deposit agreement, dated as of July 25, 2024, in order to reflect the ADS Ratio Change.

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 NIPG’s strategic and operational plans, contain forward-looking statements. NIPG 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 NIPG’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: NIPG’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 NIPG’s industry; and general economic and business conditions globally and in the countries or regions where NIPG has operations; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in NIPG’s filings with the SEC. All information provided in this press release is as of the date of this press release, and NIPG 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 ADS ratio change did NIP Group Inc. (NIPG) announce?

NIP Group will change each ADS from representing two Class A ordinary shares to sixty. For holders, this has the same effect as a one-for-thirty reverse ADS split, consolidating existing ADS positions without altering underlying ordinary shares.

When is NIP Group’s ADS ratio change expected to take effect?

The ADS ratio change is expected to be effective on or about July 6, 2026, U.S. Eastern Time. This timing depends on a post-effective amendment to the company’s Form F-6 registration statement becoming effective on or before that date.

How will NIP Group’s ADS ratio change affect existing ADS holders?

Every thirty existing ADSs will automatically be exchanged for one new ADS on the effective date. Holders using the Direct Registration System or DTC do not need to take action, as Citibank, N.A., the depositary bank, will arrange the exchange process.

What happens to fractional ADS positions in NIP Group’s ratio change?

No fractional new ADSs will be issued. Fractional entitlements will be aggregated and sold by the depositary bank, and net cash proceeds, after fees, taxes and expenses, will be distributed to the relevant ADS holders instead of issuing fractional ADS units.

Does NIP Group’s ADS ratio change affect its Class A ordinary shares?

The ADS ratio change does not impact the company’s underlying Class A ordinary shares. No Class A shares will be issued or cancelled, and only the ADS-to-share ratio changes, leaving the ordinary share capital structure unchanged.

Will NIP Group’s Nasdaq listing or ticker change after the ADS ratio adjustment?

NIP Group’s ADSs will continue trading on the Nasdaq Stock Market under the ticker symbol NIPG. Only the ADS-to-Class A ordinary share ratio changes; the listing venue and ticker remain the same following the ratio adjustment.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 12.1 KB