Large NIP Group (NASDAQ: NIPG) holder discloses 15.9% Class A stake

Rhea-AI Filing Summary

NIP Group Inc. received an updated Schedule 13D/A from Prosperity Oak Holdings Limited and CHIU Chang-Wei regarding their stake in the company. They report beneficial ownership of 57,965,652 Class A ordinary shares, representing 15.9% of the Class A shares and 5.2% of total voting power, with sole voting and dispositive power over these shares. The filing explains that NIP Group entered into a Second Tranche asset-purchase agreement to acquire mining infrastructure and computational capacity with a combined hash rate of about 8.19 EH/s, for consideration of 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 to sellers, and may later issue unlisted interest-free convertible notes that could convert into up to 146,598,028 additional Class A shares, which are not included in the current beneficial ownership.

Insights

Equity ownership and capital structure analyst

Large NIP Group holder reports 15.9% Class A stake and 5.2% voting power tied to a major mining asset deal.

The filing shows Prosperity Oak Holdings Limited, fully controlled by CHIU Chang-Wei, beneficially owning 57,965,652 NIP Group Class A ordinary shares. This equals 15.9% of the Class A share count based on 365,280,890 Class A shares outstanding, with sole voting and dispositive power. Because NIP Group also has high-vote Class B1 and B2 shares, this Class A position represents only 5.2% of total voting power.

The ownership change is linked to an asset-purchase structure. Under a Second Tranche Agreement and its amendment, NIP Group agreed to acquire mining infrastructure and computational capacity totaling about 8.19 EH/s in hash rate. As consideration, the company may issue up to 314,515,762 Class A shares. At the initial closing on January 9, 2026, it issued 167,917,734 Class A shares, with potential additional consideration via unlisted interest-free convertible notes into up to 146,598,028 Class A shares, which are explicitly excluded from the current beneficial ownership figures.

The reporting persons state they have no present plans beyond the described transaction that would change control, capitalization, or governance. Future effects on ownership and voting mix will depend on if and when the convertible notes described under the Second Tranche Agreement are finalized and issued, as outlined in this amendment.

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)

CHIU Chang-Wei
No. 2A, 255 Des Voeux Road West,, Sai Ying Pun, Hong Kong
Hong Kong, K3, 000000
852 84899659

(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

Prosperity Oak Holdings 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 57,965,652.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 57,965,652.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

57,965,652.00

12

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

13

Percent of class represented by amount in Row (11)

15.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1. Note to Row 1: Mr. CHIU Chang-Wei holds 100% of the voting power of the shares of Prosperity Oak Holdings Limited. 2. Each of Row 7, 9, and 11 represents 57,965,652 Class A Ordinary Shares held by Prosperity Oak Holdings Limited. 3. Note to Row 13: The percentage of class of securities beneficially owned by Prosperity Oak Holdings Limited 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 Prosperity Oak Holdings Limited represents 5.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by Prosperity Oak Holdings Limited 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

CUSIP No. 654503101

1

Name of reporting person

CHIU Chang-Wei

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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 57,965,652.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 57,965,652.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

57,965,652.00

12

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

13

Percent of class represented by amount in Row (11)

15.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1. Note to Row 1: Mr. CHIU Chang-Wei holds 100% of the voting power of the shares of Prosperity Oak Holdings Limited. 2. Each of Row 7, 9, and 11 represents 57,965,652 Class A Ordinary Shares held by Prosperity Oak Holdings Limited. 3. Note to Row 13: The percentage of class of securities beneficially owned by Prosperity Oak Holdings Limited 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 Prosperity Oak Holdings Limited represents 5.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power beneficially owned by Prosperity Oak Holdings Limited 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, 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 , 11863.
Item 4.	Purpose of Transaction
	On November 3, 2025, the Issuer, the Reporting Person, Apex Cyber Capital 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, no Reporting Person has any 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 Joint Filing Agreement 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 (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) 99.3 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.

Prosperity Oak Holdings Limited

Signature:	/s/ CHIU Chang-Wei
Name/Title:	CHIU Chang-Wei/Director
Date:	01/15/2026

CHIU Chang-Wei

Signature:	/s/ CHIU Chang-Wei
Name/Title:	CHIU Chang-Wei
Date:	01/15/2026

FAQ

What stake in NIP Group (NIPG) does Prosperity Oak report in this Schedule 13D/A?

Prosperity Oak Holdings Limited and CHIU Chang-Wei report beneficial ownership of 57,965,652 Class A ordinary shares of NIP Group Inc. This represents 15.9% of the outstanding Class A shares and 5.2% of the company’s total voting power, with sole voting and dispositive power over these shares.

How was the 15.9% Class A ownership percentage for NIPG calculated?

The 15.9% figure is based on a total of 365,280,890 Class A ordinary shares issued and outstanding. That total consists of 197,363,156 Class A shares previously outstanding plus 167,917,734 Class A shares issued on January 9, 2026 as consideration under the Second Tranche Agreement.

What mining-related transaction is described in this NIP Group Schedule 13D/A?

NIP Group Inc. entered into a Second Tranche asset-purchase agreement, later amended, to acquire mining infrastructure and computational capacity with a combined hash rate of approximately 8.19 EH/s. As consideration, the issuer may provide up to 314,515,762 Class A ordinary shares to the Second Tranche Selling Parties and their designated sellers.

How many NIP Group shares have been issued so far under the Second Tranche Agreement?

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. These shares form part of the 365,280,890 Class A shares used to calculate Prosperity Oak’s 15.9% stake.

What additional NIP Group securities could be issued in this transaction?

At a subsequent closing of the transaction, 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 potential conversion shares are not included in the beneficial ownership figures reported in this amendment.

Does this Schedule 13D/A disclose any plans for NIP Group corporate changes?

The reporting persons state they have no present plans or proposals, other than the described transaction, that would involve additional acquisitions or dispositions of NIP Group securities, major corporate transactions, changes in the board or management, significant capitalization changes, or other material alterations to the company’s structure or listing status.