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

Rhea-AI Filing Summary

NIP Group Inc. (NIPG) received a Schedule 13G/A reporting that Nyx Ventures AS, Tiron AS and Thomas Neslein each beneficially own 11,298,466 Class A ordinary shares in the form of ADSs, representing 4.8% of the company's outstanding ordinary shares and 1.2% of aggregate voting power. 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.

The filing states the ownership percentages are calculated on a total of 235,367,474 ordinary shares outstanding (197,363,156 Class A; 24,641,937 Class B1; 13,362,381 Class B2) as of September 5, 2025. The document provides standard disclosure of sole voting and dispositive power for the reported shares.

Insights

Financial Analyst

TL;DR: A beneficial owner structure holds 4.8% of NIPG shares via ADSs; disclosure is routine and non-disruptive.

The filing reports a 4.8% beneficial stake held through Nyx Ventures AS, with sole voting and dispositive power over 11,298,466 Class A ADSs. For investors this is a clear ownership disclosure but below common 5% thresholds that often trigger heightened market attention. The calculation basis of 235,367,474 total ordinary shares is provided, allowing verification of the percentage. No change-of-control indicators or coordinated group actions are disclosed.

Corporate Governance Expert

TL;DR: Ownership chain and control are clearly disclosed; governance impact appears limited given voting power share.

The filing identifies the ownership chain from Nyx Ventures AS to Tiron AS to Mr. Thomas Neslein, clarifying beneficial ownership and control. Although the holders report sole voting power over the ADSs, their 1.2% aggregate voting power across all share classes suggests limited influence on governance or major corporate actions absent further acquisitions. The joint filing agreement is noted as Exhibit 99.1, consistent with coordinated reporting practices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

09/05/2025

(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)

4.8 %

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 235,367,474 ordinary shares (consisting of 197,363,156 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 September 5, 2025, according to records of the Issuer.

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)

4.8 %

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 235,367,474 ordinary shares (consisting of 197,363,156 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 September 5, 2025, according to records of the Issuer.

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)

4.8 %

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 235,367,474 ordinary shares (consisting of 197,363,156 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 September 5, 2025, 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: 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: Olav Vs Gate 5, 0161 Oslo, Norway
(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 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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: 4.8% Tiron AS: 4.8% Thomas Neslein: 4.8% The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 235,367,474 ordinary shares (consisting of 197,363,156 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 September 5, 2025, according to records of the Issuer.
(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: 1.2% Tiron AS: 1.2% Thomas Neslein: 1.2% 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.
	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:	09/11/2025

Tiron AS

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein / Chief Executive Officer
Date:	09/11/2025

Thomas Neslein

Signature:	/s/ Thomas Neslein
Name/Title:	Thomas Neslein
Date:	09/11/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement

FAQ

What stake in NIPG does Nyx Ventures AS report?

Nyx Ventures AS reports beneficial ownership of 11,298,466 Class A ADSs, equal to 4.8% of NIPG's outstanding ordinary shares as of September 5, 2025.

Who ultimately owns the shares reported in the Schedule 13G/A for NIPG?

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

How much voting power does the reported stake represent for NIPG?

The reported stake represents 1.2% of aggregate voting power when Class A and Class B shares are treated as a single class for voting-power calculation.

On what share count is the 4.8% ownership percentage based?

The percentage is based on a total of 235,367,474 ordinary shares outstanding: 197,363,156 Class A, 24,641,937 Class B1 and 13,362,381 Class B2, as of September 5, 2025.

Did the filing indicate a change in control or group formation for NIPG?

No. The filing does not identify any group, change in control, or coordinated action; it is a standard beneficial ownership disclosure.