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United States securities and exchange commission logo
June 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. 2 to
Draft Registration Statement on Form F-1
Submitted June 5,
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.
Form F-1/A filed June 5, 2023
Prospectus Summary, page 1
1. We note your revised
disclosure in response to comment 4. To the extent you have not
entered into agreements
with education companies and digital collection platforms, or
received any
intellectual property protections, revise to clarify that these statements are
only aspirational and
that you have not entered into any agreements or established IP
rights and that you do
not know if or when you ever will. If you have entered into such
agreements or have
established IP rights, or you have immediate plans to do so, please
indicate the costs
associated with undertaking specific business activities the timeframe in
which you anticipate
offering these products and/or services, and the basis of your
conclusions.
Mario Yau Kwan Ho
FirstName
NIP Group LastNameMario Yau Kwan Ho
Inc.
Comapany
June NameNIP Group Inc.
29, 2023
June 29,
Page 2 2023 Page 2
FirstName LastName
2. We note your revised disclosure in response to comment 5. Please
clarify your disclosure
to specify the particular Frost & Sullivan report you cite. Also, if
you commissioned this
report, please file a consent from Frost & Sullivan. Please see
Securities Act Rule 436.
3. We note your revised disclosure in response to comment 6. We also note
that there are 21
"Other Existing Shareholders." If any one of those 21 shareholders is
known to you to be
the beneficial owner of more than five percent of voting securities,
please identify that
shareholder in the footnotes to your diagram.
4. We note you revisions in response to comment 7 and your statement that
you "have
obtained requisite permissions and licenses for our operations in the
PRC in all material
aspects." Please revise to delete the materiality qualifier. State
affirmatively whether any
permissions or approvals have been denied. Please also describe the
consequences to you
and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain
such permissions or approvals, (ii) inadvertently conclude that such
permissions or
approvals are not required, or (iii) applicable laws, regulations, or
interpretations change
and you are required to obtain such permissions or approvals in the
future. As it appears
that you did not rely on an opinion of counsel with respect to your
conclusions regarding
whether you need permissions and approvals to operate your business
and to offer
securities to investors, state that that is the case and explain why
such an opinion was not
obtained.
Risk Factors
Risks Related to Doing Business in China
The PRC government has significant oversight and discretion...., page 46
5. We note response to comment 10 and your statement that "[t]he PRC
government has
significant oversight and discretion over the conduct of our business,
and may intervene or
influence our operations at any time." Please revise to state that
this could result in a
material change in your operations and/or the value of the securities
you are registering.
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Profit or
Loss, page
83
6. We note your response to comment 11. We also note that the transaction
will be
accounted for using the acquisition method of accounting in accordance
with ASC 805;
however, we did not note any purchase price allocation adjustments
reflected in the pro
forma financial statements. Please advise. Additionally, please
confirm your intended
accounting treatment of the January 2023 transaction, and the basis
for your treatment.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
90
7. We note your revisions to pages 96 and 97 in response to our comment
12. In an
appropriate place in your Management Discussion and Analysis, please
discuss any
known trends that may be impacting this measure with a view to
understanding how and
Mario Yau Kwan Ho
NIP Group Inc.
June 29, 2023
Page 3
whether such trend may impact your ability to be profitable in the
future.
Results of Operations, page 92
8. We note your response to comment 15. Please expand your results of
operations
discussion on talent management services to clarify that the majority
of this revenue is
generated from a related party.
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 Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
FirstName LastNameMario Yau Kwan Ho Sincerely,
Comapany NameNIP Group Inc.
Division of
Corporation Finance
June 29, 2023 Page 3 Office of Trade
& Services
FirstName LastName