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December 19, 2023
Mario Yau Kwan Ho
Co-Chief Executive Officer
NIP Group Inc.
Rosenlundsgatan 31
11 863 Stockholm, Sweden
Re: NIP Group Inc.
Amendment No. 5 to
Draft Registration Statement on Form F-1
Submitted November
29, 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. 5 to Draft Registration Statement on Form F-1
Cover Page
1. We note your response
to comment 1. Please revise to state that investors may never hold
equity interests in the
Chinese operating company and remove any statements representing
that investors in the
company's ADSs are obtaining indirect ownership interests in the
Chinese operating
company. Revise your disclosure to state that your structure involves
unique risks to
investors. Disclose that Chinese regulatory authorities could disallow your
structure which in
turn, would likely result in a material change in your operations or the
value of your
securities, including that it could cause the value of such securities to
significantly decline
or become worthless.
Mario Yau Kwan Ho
FirstName
NIP Group LastNameMario Yau Kwan Ho
Inc.
Comapany19,
December NameNIP
2023 Group Inc.
December
Page 2 19, 2023 Page 2
FirstName LastName
2. We note your response to comment 2. Please disclose, as you state in
your response letter,
that regulatory actions related to data security or anti-monopoly
concerns in Hong Kong
will impact your ability to conduct business, accept foreign
investment or list on a foreign
exchange.
Prospectus Summary, page 1
3. We note your response to comment 5 and reissue it in part. Please
revise the first bullet
under the section captioned "Risks Related to Doing Business in China"
in your summary
of risk factors to state that Chinese regulatory authorities could
disallow your
structure, which would likely result in a material change in your
operations or the value of
your securities, including that it could cause the value of such
securities to significantly
decline or become worthless. Please make corresponding changes to the
relevant risk
factor.
4. We note your response to comment 7 and reissue it in part. Please
revise your definition
of China on page 16 to clarify that the legal risks associated with
operating in China also
apply to your presence in Hong Kong. In this regard, we note that,
although you do not
have any business operations in Hong Kong, the presence of both ESVF
(Hong Kong)
Esports Limited and Mr. Mario Yau Kwan in Hong Kong nevertheless
exposes the
company to legal risks in Hong Kong. In addition, we note your
statement that "in the
event that we decide to operate in Hong Kong and if mainland China
regulations are
applied in Hong Kong in the future, the legal and operational risks
associated with having
operations in mainland China would also apply to our operations in
Hong Kong"; please
revise to clarify that mainland China could apply its regulations at
any time and with no
advance notice.
Please contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at
202-551-3222 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Steve Lin