NIP Group (NIPG) insider entity reports 4.1% ownership by Liwei Sun

Rhea-AI Filing Summary

NIP Group Inc. Schedule 13G/A: disclosure of beneficial ownership by xiaOt Sun Holdings Limited and Liwei Sun.

xiaOt Sun Holdings Limited directly holds 18,449,048 Class B1 ordinary shares, and Liwei Sun is reported as beneficial owner of the same 18,449,048 shares, representing 4.1% of the company’s ordinary shares based on a total of 448,715,515 ordinary shares as of March 3, 2026.

Insights

Corporate Governance Analyst

Minority stake reported by a related-party entity and its individual owner.

The filing lists 18,449,048 Class B1 ordinary shares held directly by xiaOt Sun Holdings Limited, a BVI entity wholly owned by Liwei Sun. The reported 4.1% stake uses a single-class share denominator of 448,715,515 shares as of March 3, 2026.

Share class distinctions (Class A, B1, B2) are disclosed; subsequent filings may clarify any voting or conversion dynamics affecting governance rights.

Securities Compliance Specialist

Disclosure aligns with routine beneficial-ownership reporting under Schedule 13G/A.

The entry provides voting and dispositive powers: sole voting power 18,449,048 and sole dispositive power 18,449,048 for the reporting persons. Citizenship and addresses for the reporting entity and individual are included.

Filers certify the joint filing via the attached Joint Filing Agreement; no transaction or change-in-control language appears in the excerpt.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NIP Group Inc.

(Name of Issuer)

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

(Title of Class of Securities)

11/07/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

xiaOt Sun Holdings Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 18,449,048.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 18,449,048.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,449,048.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.1 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 18,449,048 Class B1 ordinary shares, which are directly held by xiaOt Sun Holdings Limited. xiaOt Sun Holdings Limited is a limited liability company established in the British Virgin Islands wholly owned by Liwei Sun. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 448,715,515 ordinary shares (consisting of 365,280,890 Class A ordinary shares, 51,900,121 Class B1 ordinary shares and 31,534,504 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 3, 2026, according to records of the Issuer.

SCHEDULE 13G

CUSIP Number(s):

1

Names of Reporting Persons

Liwei Sun

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 18,449,048.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 18,449,048.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,449,048.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.1 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 18,449,048 Class B1 ordinary shares, which are directly held by xiaOt Sun Holdings Limited. xiaOt Sun Holdings Limited is a limited liability company established in the British Virgin Islands wholly owned by Liwei Sun. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 448,715,515 ordinary shares (consisting of 365,280,890 Class A ordinary shares, 51,900,121 Class B1 ordinary shares and 31,534,504 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 3, 2026, according to records of the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NIP Group Inc.
(b)	Address of issuer's principal executive offices: Rosenlundsgatan 31, 11863, Stockholm, Sweden
Item 2.
(a)	Name of person filing: xiaOt Sun Holdings Limited; Liwei Sun
(b)	Address or principal business office or, if none, residence: xiaOt Sun Holdings Limited: Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, VG 1110, British Virgin Islands Liwei Sun: No.26, Gaoxin 2nd Road, East Lake High-tech Development Zone, Wuhan, Hubei, PRC
(c)	Citizenship: xiaOt Sun Holdings Limited: British Virgin Islands Liwei Sun: People's Republic of China
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share
(e)	CUSIP No.: 654503101
Item 4.	Ownership
(a)	Amount beneficially owned: The responses of each Reporting Person to Row (9) of this Schedule 13G are incorporated by reference in this Item.
(b)	Percent of class: The responses of each Reporting Person to Row (11) of this Schedule 13G are incorporated by reference in this Item.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The responses of each Reporting Person to Row (5) of this Schedule 13G are incorporated by reference in this Item.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: The responses of each Reporting Person to Row (7) of this Schedule 13G are incorporated by reference in this Item.
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

xiaOt Sun Holdings Limited

Signature:	/s/ Liwei Sun
Name/Title:	Liwei Sun / Director
Date:	03/03/2026

Liwei Sun

Signature:	/s/ Liwei Sun
Name/Title:	Liwei Sun
Date:	03/03/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement

FAQ

What stake does xiaOt Sun Holdings Limited report in NIP Group (NIPG)?

xiaOt Sun Holdings Limited reports ownership of 18,449,048 Class B1 ordinary shares, equal to 4.1% of the company's ordinary shares out of 448,715,515 as of March 3, 2026.

Does Liwei Sun directly own shares in NIP Group (NIPG)?

The filing attributes beneficial ownership to Liwei Sun of the same 18,449,048 Class B1 ordinary shares, held directly by xiaOt Sun Holdings Limited, a company wholly owned by Mr. Sun.

How were the ownership percentages calculated in the filing for NIPG?

The percentage 4.1% is calculated using a denominator of 448,715,515 ordinary shares (all classes combined) that the filing states were issued and outstanding as of March 3, 2026.

What voting and dispositive powers are reported for these holders?

The report lists sole voting power of 18,449,048 and sole dispositive power of 18,449,048 for the reporting persons, with shared powers reported as 0.

What documents accompany this Schedule 13G/A filing for NIPG?

The filing includes a signed certification and an attached Exhibit 99.1 Joint Filing Agreement, signed by Liwei Sun on 03/03/2026.