NIP Group Inc. Schedule 13G/A shows Seventh Hokage entities and Mario Yau Kwan Ho beneficially hold 33,451,073 Class B1 ordinary shares, representing 7.5% of the company's outstanding ordinary shares as of February 25, 2026.
The filing states the shares are directly held by Seventh Hokage Management Limited, which is wholly owned by Seventh Hokage Holdings Limited, and beneficially owned by Mario Yau through a trust. The filing cites a total of 448,715,515 ordinary shares outstanding for the percentage calculation.
Positive
None.
Negative
None.
Insights
Holder structure and disclosed stake clarify ownership and voting control.
The filing lists 33,451,073 Class B1 ordinary shares held by Seventh Hokage Management Limited, representing 7.5% of a stated total of 448,715,515 ordinary shares as of February 25, 2026.
Ownership flows through a holding company and a trust to Mario Yau; the specification of sole voting and dispositive power suggests centralized control. Future disclosures or transactions by these holders could affect voting dynamics.
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)
654503101
(CUSIP Number)
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 No.
654503101
1
Names of Reporting Persons
Seventh Hokage Management 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
33,451,073.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
33,451,073.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,451,073.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 33,451,073 Class B1 ordinary shares, which are directly held by Seventh Hokage Management Limited, a limited liability company established in the British Virgin Islands. Seventh Hokage Management Limited is wholly owned by Seventh Hokage Holdings Limited, a limited liability company established in the British Virgin Islands, which is beneficially owned by Mario Yau Kwan Ho through a trust. Mario Yau Kwan Ho and his family are the trust's beneficiaries. (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 February 25, 2026, according to records of the Issuer.
SCHEDULE 13G
CUSIP No.
654503101
1
Names of Reporting Persons
Seventh Hokage 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
33,451,073.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
33,451,073.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,451,073.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 33,451,073 Class B1 ordinary shares, which are directly held by Seventh Hokage Management Limited, a limited liability company established in the British Virgin Islands. Seventh Hokage Management Limited is wholly owned by Seventh Hokage Holdings Limited, a limited liability company established in the British Virgin Islands, which is beneficially owned by Mario Yau Kwan Ho through a trust. Mario Yau Kwan Ho and his family are the trust's beneficiaries. (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 February 25, 2026, according to records of the Issuer.
SCHEDULE 13G
CUSIP No.
654503101
1
Names of Reporting Persons
Mario Yau Kwan Ho
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
33,451,073.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
33,451,073.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
33,451,073.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 33,451,073 Class B1 ordinary shares, which are directly held by Seventh Hokage Management Limited, a limited liability company established in the British Virgin Islands. Seventh Hokage Management Limited is wholly owned by Seventh Hokage Holdings Limited, a limited liability company established in the British Virgin Islands, which is beneficially owned by Mario Yau Kwan Ho through a trust. Mario Yau Kwan Ho and his family are the trust's beneficiaries. (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 February 25, 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:
Seventh Hokage Management Limited; Seventh Hokage Holdings Limited; Mario Yau Kwan Ho
(b)
Address or principal business office or, if none, residence:
Seventh Hokage Management Limited: Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, VG 1110, British Virgin Islands
Seventh Hokage Holdings Limited: Vistra Corporate Services Centre, Wickham's Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Mario Yau Kwan Ho: No.26, Gaoxin 2nd Road, East Lake High-tech Development Zone, Wuhan, Hubei, PRC
(c)
Citizenship:
Seventh Hokage Management Limited: British Virgin Islands
Seventh Hokage Holdings Limited: British Virgin Islands
Mario Yau Kwan Ho: Hong Kong
(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 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.
