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August 29, 2023
Mario Yau Kwan Ho
Co-Chief Executive Officer
NIP Group Inc.
Rosenlundsgatan 31
11 863 Stockholm, Sweden
Re: NIP Group Inc.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted August 9,
2023
CIK No. 0001966233
Dear Mario Yau Kwan Ho:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Cover Page
1. Please state that to
the extent cash or assets in your business is in the PRC or Hong Kong
or a PRC or Hong Kong
entity, such cash or assets may not be available to fund
operations or for other
use outside of the PRC or Hong Kong due to interventions in, or
the imposition of
restrictions and limitations on, the ability of you or your subsidiaries by
the PRC government to
transfer cash or assets.
Mario Yau Kwan Ho
FirstName
NIP Group LastNameMario Yau Kwan Ho
Inc.
Comapany
August 29, NameNIP
2023 Group Inc.
August
Page 2 29, 2023 Page 2
FirstName LastName
Prospectus Summary, page 1
2. We note your response to comment 1. Please revise your disclosure to
clarify the nature
of your "collaborations with a number of digital collection
platforms," including whether
you have any written agreements, and the status of "[y]our proprietary
IPs." Discuss the
costs associated with any digital collection platform agreements and
IP development, the
timeframe in which you anticipate offering these products and/or
services and the basis of
your conclusions. Alternatively, to the extent you have not entered
into such agreements
or received intellectual property protections, revise your disclosure
to clarify that these
statements are aspirational and that you have not established such
agreements and IP
rights and that you do not know if or when you ever will.
3. Revise your disclosure under "Permissions Required from the PRC
Authorities for Our
Operations and Securities Offering" to state, if true, that other than
the filing process
required by the CSRC pursuant to the Trial Measures, you have obtained
all
requisite permissions and approvals to conduct your offering and list
overseas, and you
have not been denied any such permissions or approvals.
Our Corporate Structure, page 5
4. We note the series of restructuring transactions in June 2023 to
terminate the historical
contractual arrangements with the former VIE, which has now become a
wholly owned
subsidiary. Please tell us how you accounted for this restructuring
and the basis for your
treatment.
Risk Factors, page 20
5. Please revise the risk factor "We are subject to risks relating to the
Restructuring" to
discuss the risks in question.
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Profit or
Loss, page
74
6. We note per your response to prior comment 6 that the purchase price
adjustments will be
reflected in the unaudited consolidated financial statements as of and
for the six months
ended June 30, 2023. Please note that the pro forma financial
statements should reflect
pro forma adjustments pursuant to Rule 11-02 of Regulation S-X.
Additionally, please
note that the pro forma financial statement periods presented should
comply with Rule 11-
02(c) of Regulation S-X and only include a pro forma balance sheet as
of the most recent
period, unless the transaction is already reflected in such balance
sheet, and pro forma
statements of operations for only the most recent fiscal year, and for
the period from the
most recent fiscal year end to the most recent interim date for which
a balance sheet is
required.
Mario Yau Kwan Ho
FirstName
NIP Group LastNameMario Yau Kwan Ho
Inc.
Comapany
August 29, NameNIP
2023 Group Inc.
August
Page 3 29, 2023 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
81
7. We note your response to comment 7 and reissue. In an appropriate
place in your
Management's Discussion and Analysis, please discuss any known trends
that may be
impacting the downward trend in your gross profit from fiscal year
ended 2020 to
2021 with a view to understanding how and whether such trends may
impact your ability
to be profitable in the future.
General
8. We note you have elected to revise your disclosure on the cover page
and in the Summary
and Risk Factor sections relating to the legal and operational risks
associated with
operating in China and PRC regulations. We further note the absence of
any revised or
updated regulatory disclosure that might explain the need for the
aforementioned
revisions. We are concerned that the revised disclosures mitigate the
challenges you face.
The Sample Letters to China-Based Companies sought specific disclosure
relating to the
risk that the PRC government may intervene in or influence your
operations at any time,
or may exert control over operations of your business, any of which
could result in a
material change in your operations and/or the value of the securities
you are registering
for sale. We remind you that, pursuant to federal securities rules,
the term control
(including the terms controlling, controlled by, and
under common control with ) as
defined in Securities Act Rule 405 means the possession, direct or
indirect, of the power
to direct or cause the direction of the management and policies of a
person, whether
through the ownership of voting securities, by contract, or otherwise.
The Sample
Letters also sought specific disclosures relating to uncertainties
regarding the enforcement
of laws and that the rules and regulations in China can change quickly
with little advance
notice. We do not believe that your revised disclosure conveys the
same degree of risk
and uncertainty. Please restore your disclosures in these areas to the
disclosures as they
existed in the draft registration statement you submitted on June 5,
2023.
You may contact Amy Geddes at (202) 551-3304 or Theresa Brillant at
(202) 551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at (202) 551-6022 or Lilyanna Peyser at (202) 551-3222
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Steve Lin