NIP Group (NASDAQ: NIPG) expands Bitcoin mining to 11.3 EH/s capacity

Rhea-AI Filing Summary

NIP Group Inc. completed the initial closing of the second tranche of its Bitcoin mining capacity acquisition, issuing 167,917,734 Class A ordinary shares to the sellers and their assignees.

This initial closing added approximately 4.37 EH/s of installed hash rate, increasing the company’s total operating mining capacity to about 7.48 EH/s. The remaining mining capacity under the transaction, representing roughly 3.82 EH/s, is expected to be transferred in subsequent closings by the end of January 2026 through convertible notes that may be converted into Class A ordinary shares once certain conditions are met. There is no assurance the closing conditions will be satisfied, but if the transaction is fully completed, NIP Group expects its total operating mining capacity to reach about 11.3 EH/s.

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Equity analyst

NIP Group advances a staged Bitcoin mining expansion using shares and planned convertible notes.

NIP Group Inc. has completed the initial closing of its second asset-purchase agreement for additional Bitcoin mining capacity. The company issued 167,917,734 Class A ordinary shares to the sellers as consideration for this tranche, adding about 4.37 EH/s of installed hash rate and lifting total operating mining capacity to 7.48 EH/s.

The remaining portion of the deal, representing roughly 3.82 EH/s of capacity, is contemplated to close by the end of January 2026 through issuance of convertible notes, whose terms will be set before those closings. These notes may be converted into Class A ordinary shares if specified conditions are satisfied, and the company states there can be no assurance that all closing conditions will be met or that the transaction will be completed.

If all contemplated closings occur, NIP Group expects total operating mining capacity of about 11.3 EH/s. Actual outcomes will depend on final note terms and whether the remaining closings proceed under the amended Tranche 2 asset-purchase agreement.

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 January 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. Announced the Initial Closing of the Second Tranche of Its Bitcoin Mining Capacity Acquisition

Reference is made to the Current Report on Form 6-K furnished by NIP Group Inc. (the “Company”) with the Securities and Exchange Commission on November 3, 2025 regarding, among other things, the entry into a second asset-purchase agreement (the “Tranche 2 APA”) to acquire additional Bitcoin mining capacity (the “Transaction”) from certain sellers (the “Sellers”). On January 9, 2026, the Company entered into an amendment to the Tranche 2 APA (the “Tranche 2 APA Amendment”), pursuant to which the Transaction contemplates three closings. The initial closing 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. The subsequent closings are expected to be settled by the end of January 2026 through issuance of certain convertible notes that may be converted into Class A ordinary shares of the Company upon the satisfaction of certain conditions. The specific terms of the convertible notes will be determined prior to such closings. There can be no assurance that the closing conditions will be satisfied, nor that the proposed Transaction will be completed before that date or at all. The total mining capacity contemplated under, and the maximum aggregate number of Class A ordinary shares being issued as consideration of, the Transaction remain the same as set out in the previously disclosed Tranche 2 APA.

As a result of the initial closing, the Company added approximately 4.37 EH/s of installed hash rate, bringing the Company’s total operating mining capacity to approximately 7.48 EH/s. The remaining portion of the mining capacity contemplated under the Transaction, representing a hash rate of approximately 3.82 EH/s, will be completed in the subsequent closings. Upon completion of the Transaction, the Company expects its total operating mining capacity to reach approximately 11.3 EH/s.

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: January 13, 2026

FAQ

What did NIP Group Inc. (NIPG) announce in this Form 6-K?

NIP Group Inc. announced the initial closing of the second tranche of its Bitcoin mining capacity acquisition, completed on January 9, 2026, under an amended Tranche 2 asset-purchase agreement.

How many NIP Group Class A shares were issued in the initial closing?

For the initial closing, NIP Group Inc. issued 167,917,734 Class A ordinary shares to the sellers and their assignees as consideration for the additional Bitcoin mining capacity.

How did the transaction affect NIP Group’s Bitcoin mining hash rate?

The initial closing added approximately 4.37 EH/s of installed hash rate, bringing NIP Group’s total operating Bitcoin mining capacity to about 7.48 EH/s.

What mining capacity remains to be acquired under the amended Tranche 2 agreement?

The remaining portion of the transaction represents a hash rate of about 3.82 EH/s, which is expected to be completed in subsequent closings.

How will the subsequent closings of NIP Group’s mining acquisition be settled?

The subsequent closings are expected to be settled by the end of January 2026 through issuance of convertible notes that may be converted into Class A ordinary shares upon satisfaction of certain conditions.

What is NIP Group’s expected total mining capacity if the transaction is fully completed?

If all contemplated closings are completed, NIP Group Inc. expects its total operating Bitcoin mining capacity to reach approximately 11.3 EH/s.

Are there risks that NIP Group’s Bitcoin mining transaction may not be completed?

Yes. NIP Group states there can be no assurance that the closing conditions will be satisfied or that the proposed transaction will be completed before the targeted date or at all.