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United States securities and exchange commission logo
November 3, 2023
Mario Yau Kwan Ho
Co-Chief Executive Officer
NIP Group Inc.
Rosenlundsgatan 31
11 863 Stockholm, Sweden
Re: NIP Group Inc.
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted October
6, 2023
CIK No. 0001966233
Dear Mario Yau Kwan Ho:
We have reviewed your amended draft registration statement and have
the following
comments.
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 4 to Draft Registration Statement on Form F-1
Cover Page
1. Please revise your
statement that you are "not an operating company" to clarify that you
are "not a Chinese
operating company." In addition to stating that investors are
purchasing interests in
you, state that they may never hold equity interests in the Chinese
operating company. Your
disclosure should acknowledge that Chinese regulatory
authorities could
disallow your structure, which would likely result in a material change in
your operations and/or
a material change in the value of the securities you are registering
for sale, including
that it could cause the value of such securities to significantly decline
or become worthless.
Provide a cross-reference to your detailed discussion of risks facing
the company and the
offering as a result of this structure.
Mario Yau Kwan Ho
FirstName
NIP Group LastNameMario Yau Kwan Ho
Inc.
Comapany 3,
November NameNIP
2023 Group Inc.
November
Page 2 3, 2023 Page 2
FirstName LastName
2. Disclose on the cover page how regulatory actions related to data
security or anti-
monopoly concerns in Hong Kong have or may impact the company s
ability to conduct
its business, accept foreign investment or list on a U.S./foreign
exchange. Include risk
factor disclosure explaining whether there are laws/regulations in
Hong Kong that result
in oversight over data security, how this oversight impacts the
company s business and the
offering, and to what extent the company believes that it is compliant
with the regulations
or policies that have been issued.
Prospectus Summary, page 1
3. We note your response to comment 2 and reissue in part. Please revise
here and
elsewhere as appropriate to (i) discuss the costs associated with any
digital collection
platform agreements and IP development and (ii) the basis of your
conclusions regarding
the anticipated timeframe in which you anticipate offering these
products. In this regard,
we note your disclosure that you "expect to further expand [y]our IP
collaborations to 40
by 2025."
4. We note that your prospectus contains information supported by Newzoo.
Please revise to
clarify whether you commissioned a report from Newzoo and, if so, file
a consent of
Newzoo in accordance with Rule 436.
5. We note that you deleted the section of the risk factors summary
entitled Risks Related to
Our Corporate Structure. As it appears that your holding company
structure imposes
material risks to investors, please revise to include a summary of
relevant risks, such as
the risk that Chinese regulatory authorities could disallow your
structure, which would
likely result in a material change in your operations and/or a
material change in the value
of the securities you are registering for sale, including that it
could cause the value of such
securities to significantly decline or become worthless. Make
corresponding changees to
your Risk Factors section.
6. Please disclose the entities in which the company's operations are
conducted, briefly
describe the operations conducted by each such entity, and specify
such entities' countries
of domicile.
7. We note your definition of "China" on page 15. Please revise to
clarify that the legal and
operational risks associated with operating in China also apply to
operations in Hong
Kong.
Mario Yau Kwan Ho
FirstName
NIP Group LastNameMario Yau Kwan Ho
Inc.
Comapany 3,
November NameNIP
2023 Group Inc.
November
Page 3 3, 2023 Page 3
FirstName LastName
Enforceability of Civil Liabilities, page 72
8. If you have one or more directors, officers or members of senior
management located in
the PRC and/or Hong Kong, state that is the case and identify the
relevant individuals and
their location.
Unaudited Pro Forma Condensed Combined Financial Information, page 77
9. 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. Please apply this guidance throughout your filing
wherever pro forma
financial information is presented.
10. Refer to our previous comment 6 in our letter dated August 29, 2023.
Please tell us how
you considered the income statement impact of the purchase price
adjustments detailed on
page F-69 in your pro forma financial statements. Specifically address
amortization
related to the acquired intangible assets. As a related matter, please
reconcile the
differences in the adjustments and total adjustment to non-current
assets between the
different pro forma balance sheets presented. Please note that the pro
forma financial
statements should reflect pro forma adjustments pursuant to Rule 11-02
of Regulation S-
X.
Note 2: Pro Forma Adjustment, page 84
11. We note that the pro forma financial statements have been adjusted to
give effect to events
that are "(i) directly attributable to the Business Combination, (ii)
factually supportable
and (iii) with respect to the pro forma condensed combined statements
of operations,
expected to have a continuing impact on the Company." Please note that
pro forma
adjustments should be based on Rule 11-02(a) of Regulation S-X. Please
revise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Components of Results of Operations, page 87
12. We note that the presentation of pro forma combined historical results
presented here are
as if the business combination had occurred on January 1, 2021, and
that the pro forma
financial information on page 71 is presented as if the business
combination had been
consummated on December 31, 2021. Please note that any results of
operations
discussions should be based on pro forma financial statements prepared
in accordance
with Article 11 of Regulation S-X. Please revise.
Mario Yau Kwan Ho
FirstName
NIP Group LastNameMario Yau Kwan Ho
Inc.
Comapany 3,
November NameNIP
2023 Group Inc.
November
Page 4 3, 2023 Page 4
FirstName LastName
Net Revenues
Talent Management Service, page 88
13. Your discussion of revenue earned from talent management services
includes the
disclosure that, in 2021 and 2022, the majority of your net revenues
under talent
management business were generated from your services provided to a
related party,
Wuhan Ouyue, representing approximately 83.2% and 83.7% 26.9% in 2021
and 2022,
respectively. It appears this disclosure includes the revenue percent
for not only 2021 and
2022, but also for the unaudited interim period ended June 30, 2023.
If our understanding
is correct, please revise your disclosure to include such date.
Please 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