NIP Group expands mining; up to 314,515,762 shares as consideration

Rhea-AI Filing Summary

NIP Group Inc. announced a new asset‑purchase agreement to expand its Bitcoin mining operations. The Company will acquire on‑rack crypto mining machines and cloud‑based computational capacity with a combined hash rate of approximately 8.19 EH/s from sellers including Apex Cyber Capital Limited, Prosperity Oak Holdings Limited and Noveau Jumpstar Limited.

As consideration, NIP Group will issue up to 314,515,762 Class A ordinary shares to the sellers. In connection with closing, the parties will enter into an investor rights agreement outlining certain rights and obligations. Closing is expected on or before December 15, 2025, subject to customary conditions, and there is no assurance the transaction will be completed by that date or at all.

Insights

Equity & Blockchain Infrastructure Analyst

Share-based purchase adds 8.19 EH/s; timing subject to closing.

NIP Group plans to acquire mining machines and cloud capacity totaling 8.19 EH/s, paying with up to 314,515,762 Class A shares. This is a non-cash, equity consideration that, if completed, increases mining scale.

Economic impact hinges on completion and future operating performance. The filing states closing is expected on or before December 15, 2025 and is subject to customary conditions, with no assurance of completion.

Key items to track are final closing, execution of the investor rights agreement at closing, and any subsequent disclosures detailing deployment and production metrics. Specific cash-flow effects are not described in the excerpt.

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 November 2025

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 ☐

Explanatory Note

On November 3, 2025, NIP Group Inc. (the “Company”) entered into a new asset-purchase agreement (the “Agreement”) to expand its total Bitcoin mining operations (the “Transaction”). Under the Agreement, the Company will acquire on-rack crypto mining machines and cloud-based computational capacity (collectively, the “Products”) from certain sellers, including Apex Cyber Capital Limited, Prosperity Oak Holdings Limited and Noveau Jumpstar Limited (together, the “Sellers”), with a combined hash rate of approximately 8.19 EH/s.

Under the terms of the Agreement, the company will issue up to 314,515,762 Class A ordinary shares of the Company to the Sellers as consideration for the Products. In connection with the consummation of the proposed transactions contemplated by the Agreement, the Company and the Sellers will also enter into an investor rights agreement to define certain rights and obligations among them with respect to the Company.

The closing of the Transaction is expected to occur on or before December 15, 2025, subject to customary closing conditions. 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.

On November 3, 2025, the Company issued a press release announcing the Transaction, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The foregoing is only a brief description of the terms of the Agreement and does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby, and is qualified in its entirety by reference to the full text of such exhibit.

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Press Release – NIP Group Expands Bitcoin Mining Capacity with Additional Asset-Purchase Agreement
Exhibit 99.2		On-rack Sales and Purchase Agreement between NIP Group Inc. and Persons Listed in Section 1.1 of Appendix A, dated November 3, 2025

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: November 3, 2025