NIP Group (NIPG) holder owns 13.6% of Class A but only 2.8% votes

Rhea-AI Filing Summary

NIP Group Inc. received an updated ownership report from Prosperity Oak Holdings Limited and its sole owner, CHIU Chang-Wei, detailing their stake in the company’s Class A Ordinary Shares. They beneficially own 57,965,652 Class A shares, representing 13.6% of that share class and 2.8% of total voting power.

The filing explains that on May 29, 2026, NIP Group settled a previously contemplated second-tranche transaction through the issuance of 62,579,674 Class A shares instead of convertible notes. The reporting persons state they have no present plans for further acquisitions, disposals, or corporate control actions beyond this transaction.

Insights

Equity ownership and governance analyst

Large stakeholder discloses new equity-based settlement and diluted voting impact.

Prosperity Oak Holdings Limited, fully controlled by CHIU Chang‑Wei, reports beneficial ownership of 57,965,652 Class A Ordinary Shares. This equals 13.6% of the Class A shares but only 2.8% of total company voting power because of NIP Group’s multi-class structure with high-vote Class B1 and B2 shares.

The filing notes that a second-tranche transaction, originally expected to be settled with convertible notes, was instead settled on May 29, 2026 through issuance of 62,579,674 new Class A shares. This increases the Class A share count to 427,860,564. The reporting persons state they currently have no plans for additional acquisitions, sales, or control-related actions, so the filing mainly updates ownership and capital structure information.

Key Figures

Beneficially owned Class A shares: 57,965,652 shares Class A ownership percentage: 13.6% Voting power percentage: 2.8% +4 more

7 metrics

Beneficially owned Class A shares 57,965,652 shares Class A Ordinary Shares beneficially owned by Prosperity Oak and CHIU Chang-Wei

Class A ownership percentage 13.6% Percent of Class A Ordinary Shares represented by 57,965,652 shares

Voting power percentage 2.8% Portion of total NIP Group voting power held via Prosperity Oak

Class A shares outstanding 427,860,564 shares Total Class A Ordinary Shares issued and outstanding after transaction

New Class A shares issued 62,579,674 shares Class A shares issued on May 29, 2026 instead of convertible notes

Class B1 shares outstanding 51,900,121 shares High-vote Class B1 Ordinary Shares outstanding as of March 31, 2026

Class B2 shares outstanding 31,534,504 shares High-vote Class B2 Ordinary Shares outstanding as of March 31, 2026

Key Terms

beneficially owned, Class A Ordinary Shares, voting power, On-rack Sales and Purchase Agreement, +2 more

6 terms

beneficially owned financial

"The percentage of class of securities beneficially owned by Prosperity Oak Holdings Limited is calculated based on a total of 427,860,564 Class A Ordinary Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Class A Ordinary Shares financial

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

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

voting power financial

"The voting power of the shares beneficially owned by Prosperity Oak Holdings Limited represents 2.8% of the total outstanding voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

On-rack Sales and Purchase Agreement financial

"On-rack Sales and Purchase Agreement between NIP Group Inc. and Persons Listed in Section 1.1 of Appendix A, dated November 3, 2025"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

report of foreign private issuer on Form 6-K regulatory

"report of foreign private issuer on Form 6-K (File No. 001-42160), filed with Securities and Exchange Commission on November 3, 2025"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

05/29/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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)

13.6 %

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 427,860,564 Class A Ordinary Shares issued and outstanding (consisting of (i) 365,280,890 Class A Ordinary Shares issued and outstanding as of March 31, 2026, as reported in the Reporting Person's 20-F filed with the Securities and Exchange Commission on April 30, 2026; plus (ii) 62,579,674 Class A Ordinary shares issued to certain persons as the consideration of the Transaction (as defined herein below) on May 29, 2026, as reported in Exhibit 99.1 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on June 2, 2026. The voting power of the shares beneficially owned by Prosperity Oak Holdings Limited represents 2.8% 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 427,860,564 Class A Ordinary Shares issued and outstanding as described above, and (ii) 51,900,121 Class B1 Ordinary Shares issued and outstanding and 31,534,504 Class B2 Ordinary Shares issued and outstanding as of March 31, 2026, as reported in the Reporting Person's 20-F filed with the Securities and Exchange Commission on April 30, 2026. 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 Number(s): 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

TAIWAN

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)

13.6 %

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 Mr. CHIU Chang-Wei through Prosperity Oak Holdings Limited is calculated based on a total of 427,860,564 Class A Ordinary Shares issued and outstanding (consisting of (i) 365,280,890 Class A Ordinary Shares issued and outstanding as of March 31, 2026, as reported in the Reporting Person's 20-F filed with the Securities and Exchange Commission on April 30, 2026; plus (ii) 62,579,674 Class A Ordinary shares issued to certain persons as the consideration of the Transaction (as defined herein below) on May 29, 2026, as reported in Exhibit 99.1 of the Issuer's Form 6-K filed with the Securities and Exchange Commission on June 2, 2026). The voting power of the shares beneficially owned by Prosperity Oak Holdings Limited represents 2.8% 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 427,860,564 Class A Ordinary Shares issued and outstanding as described above, and (ii) 51,900,121 Class B1 Ordinary Shares issued and outstanding and 31,534,504 Class B2 Ordinary Shares issued and outstanding as of March 31, 2026, the Reporting Person's 20-F filed with the Securities and Exchange Commission on April 30, 2026. 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 May 29, 2026, the Issuer and the Second Tranche Selling Parties entered into a Second Amendment to the Second Tranche Agreement (the "Second Amendment"). Pursuant to the Second Amendment, the Issuer issued a total of 62,579,674 Class A Ordinary Shares (the "Transaction"). The Transaction, which had previously been contemplated to be settled through the issuance of convertible notes, was instead settled through the issuance of Class A Ordinary Shares of the Issuer. 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 (incorporated herein by reference to Exhibit 99.2 to the Reporting Person's Schedule 13D Amendment No. 2 filed with the Securities and Exchange Commission on January 15, 2026) 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, 2026 (incorporated herein by reference to Exhibit 99.2 to the Reporting Person's Schedule 13D Amendment No. 2 filed with the Securities and Exchange Commission on January 15, 2026) 99.4 The Second Amendment to the On-rack Sales and Purchase Agreement, dated May 29, 2026 (incorporated herein by reference to Exhibit 99.1 to report of foreign private issuer on Form 6-K (File No. 001-42160), filed with Securities and Exchange Commission on June 2, 2026)

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:	06/05/2026

CHIU Chang-Wei

Signature:	/s/ CHIU Chang-Wei
Name/Title:	CHIU Chang-Wei
Date:	06/05/2026

FAQ

How many NIP Group (NIPG) shares does Prosperity Oak beneficially own?

Prosperity Oak Holdings Limited beneficially owns 57,965,652 Class A Ordinary Shares of NIP Group Inc. This stake is reported as 13.6% of the Class A share class, held under the control of Mr. CHIU Chang‑Wei.

What percentage of NIP Group’s voting power does CHIU Chang-Wei control?

Through Prosperity Oak Holdings Limited, CHIU Chang‑Wei controls 2.8% of NIP Group’s total voting power. This is lower than his 13.6% Class A stake because Class B1 and B2 shares each carry 20 votes per share.

How many NIP Group Class A shares are outstanding according to the filing?

The filing states that NIP Group has 427,860,564 Class A Ordinary Shares outstanding. This figure includes 365,280,890 shares previously outstanding plus 62,579,674 Class A shares issued in the May 29, 2026 transaction.

What transaction led to new NIP Group (NIPG) Class A shares being issued?

On May 29, 2026, NIP Group and second tranche selling parties executed a Second Amendment to their agreement. The transaction, originally contemplated as convertible notes, was instead settled by issuing 62,579,674 Class A Ordinary Shares as consideration.

Does the reporting person plan to change control at NIP Group Inc.?

The reporting persons state they have no present plans or proposals for additional acquisitions, dispositions, mergers, major asset sales, board changes, or other actions that would affect control of NIP Group beyond the described share issuance.

How many high-vote shares does NIP Group have outstanding?

NIP Group has 51,900,121 Class B1 and 31,534,504 Class B2 Ordinary Shares outstanding. Each Class B1 and Class B2 share carries 20 votes, compared with one vote for each Class A share, creating a multi-class voting structure.