NIP Group (NIPG) holder reports 16.9% Class A stake, deal terms detailed

Rhea-AI Filing Summary

Apex Cyber Capital Limited filed Amendment No. 2 to its Schedule 13D regarding NIP Group Inc., reporting beneficial ownership of 61,587,787 Class A ordinary shares, or 16.9% of that class, representing 5.5% of total voting power. The percentages are based on 365,280,890 Class A shares outstanding plus outstanding Class B1 and B2 shares with higher voting rights.

The filing describes a “Second Tranche Agreement” under which NIP Group will acquire mining infrastructure and computational capacity with a combined hash rate of approximately 8.19 EH/s in exchange for up to 314,515,762 Class A shares. At the initial closing on January 9, 2026, the issuer issued 167,917,734 Class A shares, and at a subsequent closing plans to issue unlisted interest-free convertible notes convertible into up to 146,598,028 Class A shares, which are not yet included in the reported beneficial ownership.

Insights

Equity ownership and corporate actions analyst

Apex Cyber Capital reports a 16.9% Class A stake in NIP Group tied to a large mining-asset share deal.

Apex Cyber Capital Limited discloses beneficial ownership of 61,587,787 Class A shares of NIP Group Inc., equal to 16.9% of the Class A float and 5.5% of total voting power when higher-vote Class B shares are included. The structure highlights how NIP’s multi-class setup concentrates voting power despite sizable economic stakes in Class A.

The amendment centers on a “Second Tranche Agreement” where NIP Group is to acquire mining infrastructure and computational capacity totaling about 8.19 EH/s. As consideration, the issuer may issue up to 314,515,762 Class A shares, with 167,917,734 shares already issued at an initial closing on January 9, 2026. A future closing would introduce unlisted interest-free convertible notes, potentially convertible into up to 146,598,028 additional Class A shares, which are excluded from the current beneficial ownership figures.

The reporting person states it currently has no additional plans involving further acquisitions, dispositions, or changes in NIP Group’s corporate structure beyond this transaction. Any impact on ownership and voting dynamics will depend on completion of subsequent closings and any future conversions under the contemplated convertible notes as documented in later disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

NIP Group Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

654503101

(CUSIP Number)

Kee Wee Kiang, Kenneth
9 Sundridge Park Road, Braddell Heights Estate, Singapore
Singapore, U0, 358140
65 96925815

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 654503101

1

Name of reporting person

Apex Cyber Capital Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 61,587,787.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 61,587,787.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

61,587,787.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1. Note to Row 1: Mr. Kee Wee Kiang, Kenneth, Ms. FANG Wenwen and Ms. SHEN Yue Lei each indirectly holds one-third of the shares of the Reporting Person. 2. Each of Row 7, 9, and 11 represents 61,587,787 Class A Ordinary Shares held by Apex Cyber Capital Limited. 3. Note to Row 13: The percentage of class of securities beneficially owned by the Reporting Person is calculated based on a total of 365,280,890 Class A Ordinary Shares issued and outstanding (consisting of (i) 197,363,156 Class A Ordinary Shares issued and outstanding as reported in the Reporting Person's Schedule 13D Amendment No. 1 filed with the Securities and Exchange Commission on November 5, 2025; plus (ii) 167,917,734 Class A Ordinary shares issued to certain persons as the consideration of the Transaction (as defined herein below) on January 9, 2026, as reported in Exhibit 99.1 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on January 13, 2026. The voting power of the shares beneficially owned by the Reporting Person represents 5.5% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of (i) a total of 365,280,890 Class A Ordinary Shares issued and outstanding as described above, and, (ii) 24,641,937 Class B1 Ordinary Shares issued and outstanding and 13,362,381 Class B2 Ordinary Shares issued and outstanding as of June 27, 2025, as reported in the Reporting Person's Schedule 13D Amendment No. 1 filed with the Securities and Exchange Commission on November 5, 2025. In respect of all matters subject to a shareholders' vote, each Class A ordinary share is entitled to one vote, each Class B1 ordinary share is entitled to 20 votes, and each Class B2 ordinary share is entitled to 20 votes, voting together as one class.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value US$0.0001 per share
(b)	Name of Issuer: NIP Group Inc.
(c)	Address of Issuer's Principal Executive Offices: Rosenlundsgatan 31, 11 863, Stockholm, Sweden, Stockholm, SWEDEN , 11 863.
Item 4.	Purpose of Transaction
	On November 3, 2025, the Issuer, the Reporting Person, Prosperity Oak Holdings Limited and certain other party (the "Second Tranche Selling Parties") entered into an asset-purchase agreement (as amended from time to time, the "Second Tranche Agreement"). Under the agreement, subject to certain closing conditions, the Issuer will acquire mining infrastructure and computational capacity with a combined hash rate of approximately 8.19 EH/s and will issue an aggregate of up to 314,515,762 Class A ordinary shares as consideration to the Second Tranche Selling Parties and/or the sellers that they procure. On January 9, 2026, the Issuer and the Second Tranche Selling Parties entered into an Amendment to the Second Tranche Agreement (the "Second Amendment"), which provided that the closing with respect to the computational capacity and the mining infrastructure may take place separately. The combined hash rate acquired or to be acquired by the Issuer under the Second Tranche Agreement as amended by the Second Amendment remains approximately 8.19 EH/s (the "Transaction"). Pursuant to the amended Second Tranche Agreement and upon the initial closing of the Transaction on January 9, 2026, the Issuer has issued an aggregate of 167,917,734 Class A ordinary shares to the sellers that the Second Tranche Selling Parties procure. Upon the subsequent closing of the Transaction, the Issuer will issue the unlisted interest-free convertible notes, which subject to the terms and conditions therein, are convertible into up to 146,598,028 Class A ordinary shares. Such convertible notes are not included in the beneficial ownership reporting in this amendment, as such documents have not been substantially finalized. The information set forth in Item 6 is hereby incorporated by reference in its entirety. Other than as set forth in this Schedule 13D, the Reporting Person has no present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above.
Item 7.	Material to be Filed as Exhibits.
	99.1 On-rack Sales and Purchase Agreement between NIP Group Inc. and Persons Listed in Section 1.1 of Appendix A, dated November 3, 2025 (incorporated herein by reference to Exhibit 99.2 to report of foreign private issuer on Form 6-K (File No. 001-42160), filed with Securities and Exchange Commission on November 3, 2025) 99.2 The Amendment to the On-rack Sales and Purchase Agreement, dated January 9, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Apex Cyber Capital Limited

Signature:	/s/ Kee Wee Kiang, Kenneth
Name/Title:	Kee Wee Kiang, Kenneth/Director
Date:	01/15/2026

FAQ

What ownership stake in NIP Group Inc. (NIPG) does Apex Cyber Capital report?

Apex Cyber Capital Limited reports beneficial ownership of 61,587,787 Class A ordinary shares of NIP Group Inc., representing 16.9% of the Class A shares and 5.5% of total voting power.

How many NIP Group (NIPG) Class A shares are used to calculate Apex’s 16.9% stake?

The 16.9% figure is calculated using a total of 365,280,890 Class A ordinary shares issued and outstanding, combining previously outstanding shares and new shares issued as consideration for the transaction.

What assets is NIP Group Inc. (NIPG) acquiring under the Second Tranche Agreement?

NIP Group is acquiring mining infrastructure and computational capacity with a combined hash rate of approximately 8.19 EH/s under the Second Tranche Agreement as amended.

How many NIP Group (NIPG) shares may be issued under the Second Tranche Agreement?

The agreement provides for the issuance of up to 314,515,762 Class A ordinary shares as consideration to the Second Tranche Selling Parties and/or sellers they procure.

What has NIP Group Inc. (NIPG) already issued for the mining transaction?

Upon the initial closing of the transaction on January 9, 2026, NIP Group issued an aggregate of 167,917,734 Class A ordinary shares to sellers procured by the Second Tranche Selling Parties.

What future securities are contemplated but not yet counted in Apex’s NIPG ownership?

At a subsequent closing, NIP Group will issue unlisted interest-free convertible notes that, under their terms, are convertible into up to 146,598,028 Class A ordinary shares. These notes are not included in the current beneficial ownership reporting.

Does Apex Cyber Capital plan further changes involving NIP Group (NIPG) securities or control?

The reporting person states it has no present plans or proposals beyond the described transaction that would involve additional acquisitions or dispositions of NIP Group securities or changes to its corporate structure.