NIP Group sets 1-for-30 ADS ratio change

NIP Group Inc. is changing the ratio of its American depositary shares (ADSs) to Class A ordinary shares so that one ADS will represent sixty Class A ordinary shares, effective July 6, 2026, U.S. Eastern Time.

Rhea-AI Filing Summary

NIP Group Inc. is changing the ratio of its American depositary shares (ADSs) to Class A ordinary shares so that one ADS will represent sixty Class A ordinary shares, effective July 6, 2026, U.S. Eastern Time.

For ADS holders, this has the same effect as a one-for-thirty reverse ADS split, consolidating every thirty existing ADSs into one new ADS. The exchange will occur automatically through Citibank, N.A., with no action required from holders, and the ADSs will continue trading on Nasdaq under the ticker “NIPG.” No fractional ADSs will be issued; instead, fractional entitlements will be aggregated, sold, and net cash proceeds distributed to affected holders.

Insights

Equity structure analyst

NIP Group is consolidating its ADSs via a 1-for-30 reverse ADS split.

The company is changing its ADS-to-share ratio from one ADS for two Class A ordinary shares to one ADS for sixty. This functions as a one-for-thirty reverse ADS split at the depositary level, without altering the underlying Class A ordinary shares.

Transactions are handled automatically by Citibank, and fractional ADSs are settled in cash after aggregation and sale. The company notes the ADS trading price is expected to rise proportionally after July 6, 2026, though there is no assurance it will equal thirty times the prior price.

Key Figures

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

5 metrics

Current ADS ratio 1 ADS : 2 Class A ordinary shares Ratio before July 6, 2026

New ADS ratio 1 ADS : 60 Class A ordinary shares Effective July 6, 2026

Reverse ADS split equivalent 1-for-30 Effect for ADS holders

Effective date July 6, 2026 ADS ratio change takes effect

New ADS CUSIP 654503200 CUSIP after ADS ratio change

Key Terms

American depositary shares, reverse ADS split, Depository Trust Company, deposit agreement, +1 more

5 terms

American depositary shares financial

"the ratio change of its American depositary shares (the “ADSs”) to Class A ordinary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

reverse ADS split financial

"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.

Depository Trust Company financial

"holders of ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs automatically exchanged"

A central securities depository that holds stocks, bonds and other securities in electronic form and handles the transfer and finalizing of trades between brokerages. For investors it acts like a secure electronic vault and central bookkeeping hub that speeds transactions, reduces the chance of lost or duplicated certificates, and determines whether holdings are eligible for trading, dividends and other corporate actions through your broker.

deposit agreement financial

"after any deductions as provided in the deposit agreement between the Company and the Depositary for the ADSs"

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.

Private Securities Litigation Reform Act of 1995 regulatory

"made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ADS ratio change did NIP Group (NIPG) announce in its Form 6-K?

NIP Group is changing its ADS ratio from one ADS representing two Class A ordinary shares to one ADS representing sixty Class A ordinary shares. This functions as a one-for-thirty reverse ADS split for ADS holders while leaving the underlying ordinary shares unchanged.

When does NIP Group’s ADS ratio change and reverse ADS split take effect?

The ADS ratio change becomes effective on July 6, 2026, U.S. Eastern Time. On that date, every thirty existing ADSs will automatically be exchanged for one new ADS, and post-split ADSs are expected to begin trading on Nasdaq under the ticker NIPG at market open.

Do NIP Group ADS holders need to take action for the ADS ratio change?

ADS holders do not need to take any action. On July 6, 2026, ADSs held in the Direct Registration System and in The Depository Trust Company will be automatically exchanged by Citibank, N.A., the depositary bank, with old ADSs cancelled and new ADSs issued in their place.

How will NIP Group handle fractional ADSs from the reverse ADS split?

No fractional new ADSs will be issued. Instead, Citibank will aggregate fractional entitlements, sell the resulting ADSs, and distribute net cash proceeds to the relevant ADS holders, after any deductions permitted under the deposit agreement governing NIP Group’s ADS program.

How might NIP Group’s ADS trading price be affected by the ratio change?

The company states the ADS trading price is expected to increase proportionally following the one-for-thirty reverse ADS split. However, NIP Group gives no assurance that the post-change ADS price will equal or exceed thirty times the trading price before the ADS ratio change.

Will NIP Group’s Class A ordinary shares be affected by the ADS ratio change?

The company states there will be no change to its Class A ordinary shares. Only the ratio between ADSs and Class A ordinary shares is being adjusted, so the reverse ADS split impacts the ADSs listed on Nasdaq, not the underlying ordinary share capital structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 06:27 AM Learn about SEC filing dates

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.

Form 20-F ☒ 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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 8.4 KB