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 July 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.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| Exhibit
99.1 |
|
Press Release - NIP Group Inc. Announces ADS Ratio Change to Be Effective on July 6, 2026 |
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:
July 1, 2026
Exhibit 99.1
NIP Group Inc. Announces ADS Ratio Change to Be
Effective on July 6, 2026
ABU DHABI, United Arab Emirates, July 1, 2026 –
NIP Group Inc. (“NIPG” or the “Company”) (NASDAQ: NIPG) today announced that, as previously announced on June
15, 2026, the ratio change of its American depositary shares (the “ADSs”) to Class A ordinary shares from the current ratio
of one (1) ADS representing two (2) Class A ordinary shares to a new ratio of one (1) ADS representing sixty (60) Class A ordinary shares
(the “ADS Ratio Change”) will become effective on July 6, 2026, U.S. Eastern Time (the “Effective Date”).
For the Company’s ADS holders, the ADS Ratio
Change will have the same effect as a one-for-thirty reverse ADS split. There will be no change to the Company’s Class A ordinary
shares. On the Effective Date, holders of ADSs in the Direct Registration System and in The Depository Trust Company 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 Citibank, N.A., the depositary
bank for the Company’s ADS program (the “Depositary”).
The Company’s ADSs are expected to begin trading
on the Nasdaq Stock Market on a post-reverse ADS split basis under the same ticker symbol “NIPG” at the market opening on
the Effective Date. The new CUSIP number for the Company’s ADSs following the ADS Ratio Change will be 654503200.
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 and the net cash
proceeds from the sale of the fractional ADS entitlements will be distributed to the applicable ADS holders by the Depositary, in each
case in accordance with the Depositary’s then-current procedures and practices and after any deductions as provided in the deposit
agreement between the Company and the Depositary for the ADSs.
As a result of the ADS Ratio Change, the ADS trading
price is expected to increase proportionally, although the Company can give 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 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
