[SCHEDULE 13G/A] NIP Group Inc. American SEC Filing

Rhea-AI Filing Summary

Nyx Ventures AS, Tiron AS and Thomas Neslein each report beneficial ownership of 11,298,466 Class A ordinary shares (in the form of ADSs) of NIP Group Inc., equal to 10.0% of the Issuer's ordinary shares when treated as a single class. This percentage is calculated against a total of 113,396,571 ordinary shares as reported by the Issuer.

The shares are directly held by Nyx Ventures AS, which is wholly owned by Tiron AS, which in turn is wholly owned by Mr. Thomas Neslein. Each reporting person discloses sole voting and sole dispositive power over the 11,298,466 Class A shares, but the filing also shows their aggregate voting power is 1.4% because Class B ordinary shares carry 20 votes per share. In short, the filing documents a material economic stake of 10.0% while reflecting limited voting influence under the company’s dual-class structure.

Positive

• Material economic stake disclosed: each reporting person beneficially owns 11,298,466 Class A ADSs, equal to 10.0% of ordinary shares on a single‑class basis.
• Clear ownership chain: ADSs are directly held by Nyx Ventures AS, which is wholly owned by Tiron AS, which is wholly owned by Thomas Neslein, providing transparency about beneficial ownership.
• Sole voting and dispositive power declared: the filing states sole voting and sole dispositive power over the 11,298,466 shares for each reporting person.

Negative

• Limited governance influence: aggregate voting power is only 1.4% because of the dual‑class share structure with Class B shares carrying 20 votes each.
• Economic stake not matched by voting control: the 10.0% economic ownership contrasts with the low percentage of aggregate voting power, indicating limited ability to influence corporate decisions.

Insights

Financial Analyst

TL;DR: A material 10.0% economic stake is disclosed, but voting influence is minimal at 1.4% due to the dual‑class structure.

The filing shows Nyx Ventures AS, Tiron AS and Thomas Neslein each beneficially own 11,298,466 Class A ADSs, representing 10.0% of ordinary shares on a single‑class basis. That concentration is economically significant relative to the floated share base of 113,396,571 shares. However, the aggregate voting power of 1.4%—explicitly stated—illustrates limited control because Class B shares carry 20 votes each. For investors, this separates economic exposure from governance influence, an important distinction when assessing potential shareholder activism or control shifts.

Corporate Governance Expert

TL;DR: Substantial ownership stake exists without proportional governance power; ownership chain is clearly documented.

The statement documents chain of ownership: ADSs are directly held by Nyx Ventures AS, which is wholly owned by Tiron AS, which is wholly owned by Mr. Neslein. The filing discloses sole voting and dispositive power over 11,298,466 Class A shares for each reporting person, but the 1.4% aggregate voting power makes clear the dual‑class voting regime limits shareholder influence. This disclosure is procedurally complete and material for governance analysis because it quantifies both economic ownership and the constrained voting footprint.

08/12/2025 - 06:16 AM

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)

06/17/2025

(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

Nyx Ventures AS

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

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,298,466.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,298,466.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,298,466.00

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)

10.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 11,298,466 Class A ordinary shares in the form of ADSs, which are directly held by Nyx Ventures AS, a company registered under the laws of Norway. Nyx Ventures AS is wholly owned by Tiron AS, which is a Norway incorporated company wholly owned by Mr. Thomas Neslein. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 Class A ordinary shares, 24,641,937 Class B1 ordinary shares and 13,362,381 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.

SCHEDULE 13G

CUSIP No. 654503101

1

Names of Reporting Persons

Tiron AS

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

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,298,466.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,298,466.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,298,466.00

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)

10.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 11,298,466 Class A ordinary shares in the form of ADSs, which are directly held by Nyx Ventures AS, a company registered under the laws of Norway. Nyx Ventures AS is wholly owned by Tiron AS, which is a Norway incorporated company wholly owned by Mr. Thomas Neslein. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 Class A ordinary shares, 24,641,937 Class B1 ordinary shares and 13,362,381 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.

SCHEDULE 13G

CUSIP No. 654503101

1

Names of Reporting Persons

Thomas Neslein

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

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 11,298,466.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 11,298,466.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,298,466.00

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)

10.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 11,298,466 Class A ordinary shares in the form of ADSs, which are directly held by Nyx Ventures AS, a company registered under the laws of Norway. Nyx Ventures AS is wholly owned by Tiron AS, which is a Norway incorporated company wholly owned by Mr. Thomas Neslein. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 Class A ordinary shares, 24,641,937 Class B1 ordinary shares and 13,362,381 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NIP Group Inc.
(b)	Address of issuer's principal executive offices: Rosenlundsgatan 31,, Stockholm,, SWEDEN, 11863.
Item 2.
(a)	Name of person filing: Nyx Ventures AS Tiron AS Thomas Neslein
(b)	Address or principal business office or, if none, residence: Nyx Ventures AS: Olav Vs Gate 5, 0161 Oslo, Norway Tiron AS: Olav Vs Gate 5, 0161 Oslo, Norway Thomas Neslein: Via Roncone 22, 6927 Agra, Switzerland
(c)	Citizenship: Nyx Ventures AS: Norway Tiron AS: Norway Thomas Neslein: Norway
(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: Nyx Ventures AS: 11,298,466 Tiron AS: 11,298,466 Thomas Neslein: 11,298,466 Represents 11,298,466 Class A ordinary shares in the form of ADSs, which are directly held by Nyx Ventures AS, a company registered under the laws of Norway. Nyx Ventures AS is wholly owned by Tiron AS, which is a Norway incorporated company wholly owned by Mr. Thomas Neslein.
(b)	Percent of class: Nyx Ventures AS: 10.0% Tiron AS: 10.0% Thomas Neslein: 10.0% The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 113,396,571 ordinary shares (consisting of 75,392,253 Class A ordinary shares, 24,641,937 Class B1 ordinary shares and 13,362,381 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 31, 2025, as reported in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on May 12, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Nyx Ventures AS: 11,298,466 Tiron AS: 11,298,466 Thomas Neslein: 11,298,466 Percent of Aggregate Voting Power: Nyx Ventures AS: 1.4% Tiron AS: 1.4% Thomas Neslein: 1.4% For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer's Class A ordinary shares and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to 20 votes per share, subject to certain conditions and restrictions.
	(ii) Shared power to vote or to direct the vote: Nyx Ventures AS: 0 Tiron AS: 0 Thomas Neslein: 0
	(iii) Sole power to dispose or to direct the disposition of: Nyx Ventures AS: 11,298,466 Tiron AS: 11,298,466 Thomas Neslein: 11,298,466
	(iv) Shared power to dispose or to direct the disposition of: Nyx Ventures AS: 0 Tiron AS: 0 Thomas Neslein: 0
Item 5.	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.

Nyx Ventures AS

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein / Chief Executive Officer
Date:	08/12/2025

Tiron AS

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein / Chief Executive Officer
Date:	08/12/2025

Thomas Neslein

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein
Date:	08/12/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement

FAQ

Who filed the Schedule 13G/A for NIP Group (NIPG)?

Nyx Ventures AS, Tiron AS and Thomas Neslein filed the Schedule 13G/A reporting their beneficial ownership.

How many Class A ordinary shares does each reporting person beneficially own in NIPG?

11,298,466 Class A ordinary shares (in the form of ADSs) are beneficially owned by each reporting person.

What percentage of NIP Group ordinary shares does 11,298,466 shares represent?

The reported amount represents 10.0% of the Issuer's ordinary shares when treated as a single class (based on 113,396,571 total ordinary shares).

What is the aggregate voting power reported for these holdings in NIPG?

The filing reports an aggregate voting power of 1.4% for each reporting person, reflecting the company’s dual‑class voting structure.

How are the reported shares held and what is the ownership chain?

The shares are held as ADSs directly by Nyx Ventures AS, which is wholly owned by Tiron AS, which is wholly owned by Thomas Neslein.