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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NORWAY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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: |
| ||||||||
| 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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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. %
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| (c) | Number of shares as to which the person has:
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| (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. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.0001 per share, of NIP Group Inc., a company incorporated in the Cayman Islands, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 11, 2025.
| Nyx Ventures AS | ||
| By: | /s/ Thomas Neslein | |
| Name: | Thomas Neslein | |
| Title: | Chief Executive Officer | |
| Tiron AS | ||
| By: | /s/ Thomas Neslein | |
| Name: | Thomas Neslein | |
| Title: | Chief Executive Officer | |
| Thomas Neslein | ||
| By: | /s/ Thomas Neslein | |
| Name: | Thomas Neslein | |