0001493152-26-019771 | 20-F | XBRL Viewer

$ 43,914,707

Treasury Stock, Preferred [Member]

$ (35,930,979)

(43,914,707)

$ 2,958,555

$ 322,542,263

$ 113,462,707

70,447,928

27,403,404

Acquisition of Ninjas in Pyjamas, shares

$ 168,000,000

43,044,524

$ 35,930,979

$ 43,914,707

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO

(2,726,807)

(2,835,151)

$ (355,746,435)

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO, shares

(70,447,928)

Initial fair value of redeemable non-controlling interests

$ 2,230,787

$ 2,841,123

Net loss attributed to redeemable non-controlling interests

(97,179)

119,123

(35,886)

(1,691)

30,304

(2,861,547)

$ 2,296,805

$ 2,958,555

$ 322,542,263

Treasury Stock, Preferred [Member] | Preferred Class A [Member]

70,447,928

$ 114,893,066

$ 97,400,393

24,709,527

^[1]

24,709,527

^[1]

$ 11,381,375

20,327,824

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO

(2,726,807)

(2,835,151)

$ (123,547,634)

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO, shares

(24,709,527)

Initial fair value of redeemable non-controlling interests

Net loss attributed to redeemable non-controlling interests

$ 114,893,066

Treasury Stock, Preferred [Member] | Preferred Class B [Member]

24,709,527

^[1]

$ 16,766,736

$ 16,062,314

2,693,877

^[1]

2,693,877

^[1]

$ 209,445

704,422

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO

$ (16,976,181)

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO, shares

(2,693,877)

Initial fair value of redeemable non-controlling interests

Net loss attributed to redeemable non-controlling interests

$ 16,766,736

Treasury Stock, Preferred [Member] | Preferred Class B-1 [Member]

2,693,877

^[1]

$ 190,882,461

43,044,524

Acquisition of Ninjas in Pyjamas, shares

$ 168,000,000

43,044,524

$ 24,340,159

$ 22,882,461

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO

$ (215,222,620)

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO, shares

(43,044,524)

Initial fair value of redeemable non-controlling interests

Net loss attributed to redeemable non-controlling interests

$ 190,882,461

Redeemable Non Controlling Interests [Member]

43,044,524

$ 2,958,555

Conversion of Preferred Shares to ordinary shares upon the completion of the IPO

Initial fair value of redeemable non-controlling interests

2,230,787

2,841,123

Net loss attributed to redeemable non-controlling interests

(97,179)

119,123

35,886

(1,691)

30,304

(2,861,547)

Goodwill and Intangible Assets Disclosure [Abstract]

$ 2,296,805

$ 2,958,555

[1]	The shares and per share data are presented on a retroactive basis to reflect the stock split (Note 16)

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF INTANGIBLE ASSETS, NET

Intangible assets, net, consists of the following:

SCHEDULE OF INTANGIBLE ASSETS, NET

	2024		2025
	As of December 31,
	2024		2025
Indefinite useful lives:
League tournaments rights*	$	76,263,589	$	86,366,829
Brand name of Ninjas in Pyjamas		22,642,669		27,172,086
Brand name of Wuhan ESVF		14,220,542		14,843,203
Brand name of Young Will		643,897		-
Subtotal		113,770,697		128,382,118
Less: Impairment loss provision for Brand name of Ninjas in Pyjamas		-		23,149,403
Less: Impairment loss provision for League tournaments rights of Ninjas in Pyjamas		-		41,256,899
Indefinite useful lives, net		113,770,697		63,975,816

Definite useful lives
Agency Contract Rights		18,928,983		18,103,617
Talent acquisition costs		3,102,781		1,606,704
Game copyright		969,336		1,011,779
Brand name of Hongli Culture		794,597		829,389
Software		282,954		295,344
Customer relationship		3,753,785		-
Subtotal		27,832,436		21,846,833
Less: accumulated amortization		13,621,612		17,243,739
Definite useful lives, net		14,210,824		4,603,094

Intangible Assets, net	$	127,981,521	$	68,578,910

League tournaments rights derived from business acquisition were $65,879,725 and $75,528,298 as of December 31, 2024 and 2025, respectively.

SCHEDULE OF AMORTIZATION AMOUNT OF INTANGIBLE ASSET

The following is a schedule, by fiscal years, of amortization amount of intangible asset as of December 31, 2025:


2026	$	2,896,456
2027		855,318
2028		365,835
2029		155,654
2030		64,757
Thereafter		265,074
Total	$	4,603,094

SCHEDULE OF MOVEMENT OF VALUATION ALLOWANCE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Balance at beginning of the year	$ 1,940,958	$ 1,703,274	$ 1,372,267
Additions	5,921,187	341,046	377,624
Utilization	(222,811)	(52,742)	(6,445)
Exchange rate effect	202,974	(50,620)	(40,172)
Balance at end of the year	$ 7,842,308	$ 1,940,958	$ 1,703,274

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) (Parenthetical)	Dec. 31, 2025	Jun. 16, 2025
Defined Benefit Plan Disclosure [Line Items]
Equity rate		2.78%
Third Parties [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate	15.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Abstract]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Cybersecurity Risk Management and Strategy We have implemented comprehensive cybersecurity risk assessment procedures to ensure effectiveness in cybersecurity management, strategy and governance and reporting cybersecurity risks. We have also integrated cybersecurity risk management into our overall enterprise risk management system. We have developed a comprehensive cybersecurity threat defense system to address both internal and external threats. We strive to manage cybersecurity risks and protect sensitive information through various means, such as technical safeguards, procedural requirements, close monitoring on our corporate network, continuous testing and assessment of aspects of our security posture internally and with outside vendors, regular independent cybersecurity audits and regular cybersecurity awareness training. In addition, we conduct regular stress tests performed by our information security department as well as third-party testing agencies. As of the date of this annual report, we have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have materially affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.
Cybersecurity Risk Management Processes Integrated [Text Block]	We have implemented comprehensive cybersecurity risk assessment procedures to ensure effectiveness in cybersecurity management, strategy and governance and reporting cybersecurity risks. We have also integrated cybersecurity risk management into our overall enterprise risk management system.
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]	As of the date of this annual report, we have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have materially affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance Our board of directors is responsible for overseeing the cybersecurity risk management and be informed on risks from cybersecurity threats. The co-chief executive officers and the chief operating officer are responsible for discussing material cybersecurity incidents or threats with specific constituencies before sign-off, ensuring thorough review of information and disclosures. The co-chief executive officers and the chief operating officer are also responsible for assessing, identifying and managing material risks from cybersecurity threats to our company and monitoring the prevention, detection, mitigation and remediation of material cybersecurity incident, maintaining oversight of the disclosure in Form 6-K for material cybersecurity incidents (if any) and meeting with the board of directors (i) in connection with each interim results earnings release, update the status of any material cybersecurity incidents or material risks from cybersecurity threats to our company, if any, and the relevant disclosure issues and (ii) in connection with each annual report, present the disclosure concerning cybersecurity matters in Form 20-F, along with a report highlighting particular disclosure issues, if any, and hold a Q&A session. Our board of directors is responsible for maintaining oversight of the disclosure related to cybersecurity matters in the periodic reports of our company.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Prepaid Expenses And Other Current Assets Net
Provision for credit losses			$ 71,048

SCHEDULE OF LEASE COST RECOGNIZED IN CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases
Operating leases cost excluding short-term rental expense	$ 772,687	$ 712,280	$ 545,166
Short-term lease cost	345,877	498,296	966,084
Total	$ 1,118,564	$ 1,210,576	$ 1,511,250

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES (Details)	Dec. 31, 2025
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Shorter of Lease Term or Asset Utility [Member]
Minimum [Member] \| Mining Machine [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	1 year
Minimum [Member] \| Electric Generation Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Minimum [Member] \| Furniture And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Minimum [Member] \| Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	4 years
Maximum [Member] \| Mining Machine [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Maximum [Member] \| Electric Generation Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Maximum [Member] \| Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Maximum [Member] \| Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED BASED ON THEIR FAIR VALUE (Details) (Parenthetical) - USD ($)		12 Months Ended
	Jan. 10, 2023	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Ninjas in Pyjamas Gaming AB [Member]
Business Combination [Line Items]
Cash acquired from acquisition	$ 296,139			$ 1,707,373

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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SCHEDULE OF INTANGIBLE ASSETS, NET (Details) (Parenthetical) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
League Tournaments Rights [Member]
Indefinite-Lived Intangible Assets [Line Items]
Business acquisition	$ 75,528,298	$ 65,879,725

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($)	12 Months Ended
ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Credit Loss [Abstract]
Provision for credit losses	$ 1,607,934	$ 188,432
[custom:ReversalOfCreditLosses]			$ 11,041

SCHEDULE OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITY (Details) (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Amortization of related intangible assets	$ 5,426,406	$ 4,693,884	$ 4,764,034
Assets Acquisition [Member]
Restructuring Cost and Reserve [Line Items]
Deferred tax liabilities				$ 4,413,819
Amortization of related intangible assets	$ 804,436	$ 770,690

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SCHEDULE OF DUE TO RELATED PARTY TRANSACTIONS (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Shenzhen Media [Member]

Mario Yau Kwan Ho [Member]

^[1]

$ 1,417,402

$ 946,944

Xingjing Culture Media [Member]

^[2]

148,665

325,277

^[3]

90,003

86,228

Wuhan Lingsheng [Member]

5,353

Wuhan Yingyi [Member]

9,006

Subtotal of amount due to related parties-non-current

1,656,070

1,372,808

131,017

Total

1,656,070

1,503,825

Shenzhen Xingjing [Member]

Subtotal of amount due to related parties-non-current

^[4]

$ 131,017

[1]	In April 2021, the Group entered into a cooperation agreement with the related party and agreed to allocate 60% of the government subsidies received to the related party. As of December 31, 2024 and December 31, 2025, the balance represents government subsidies the Group received and should pay to the related party.
[2]	The balances represented the service fee for Mario Yau Kwan Ho who provided services to the reality show that hosted by the customers.
[3]	The balances represented interest-free loan from related parties for daily operations, which were due on demand.
[4]	Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

GOODWILL (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF GOODWILL

The changes in the carrying amount of goodwill during the years ended December 31, 2023, 2024 and 2025 are as follows:

SCHEDULE OF GOODWILL

	PRC and other Subsidiaries			Ninjas in Pyjamas			Consolidated
	PRC and other Subsidiaries			Ninjas in Pyjamas			Consolidated
Balance at December 31, 2023	$	28,975,408		$	112,426,919		$	141,402,327
Addition		1,695,318			-			1,695,318
Exchange difference		(856,993	)		(10,330,892	)		(11,187,885	)
Balance at December 31, 2024	$	29,813,733		$	102,096,027		$	131,909,760
Goodwill beginning balance	$	29,813,733		$	102,096,027		$	131,909,760
Addition
Exchange difference		1,284,975			20,423,191			21,708,166
Provisions for impairment⁽ⁱ⁾		-			(122,519,218	)		(122,519,218	)
Disposal of subsidiaries		(735,474	)		-			(735,474	)
Balance at December 31, 2025	$	30,363,234		$	-		$	30,363,234
Goodwill ending balance	$	30,363,234		$	-		$	30,363,234

(i)

In view of unsatisfactory financial performance, the management of the Group consider there is impairment indicators in respect of the goodwill of Ninjas in Pyjamas. Goodwill is tested for impairment at the reporting unit level, where a reporting unit represents an operating segment or one level below an operating segment. During the year ended December 31, 2025, the Group have performed an impairment assessment of goodwill by estimating the fair value of the reporting unit using the discounted cash flow method under the income approach and consequently determined an impairment loss of $122,519,218 based on discounted cashflow.

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Share-Based Payment Arrangement [Abstract]

ACCOUNTS RECEIVABLE, NET

12 Months Ended

Dec. 31, 2025

Credit Loss [Abstract]

ACCOUNTS RECEIVABLE, NET

5. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consists of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE NET

	2024			2025
	As of December 31,
	2024			2025
Accounts receivable*	$	28,567,980		$	37,903,617
Provision for credit losses		(188,432	)		(1,607,934	)
Accounts receivable, net	$	28,379,548		$	36,295,683

$4,025,547 and $ 8,805,611 in accounts receivable were pledged as collateral for short-term borrowing as of December 31, 2024 and December 31, 2025 (Note 12).

The Group recorded provision for credit losses of nil, $188,432 and $1,607,934 for the years ended December 31, 2023, 2024 and 2025 respectively.

Reversal of provision for credit losses were $11,041, nil and nil for the years ended December 31, 2023, 2024 and 2025, respectively. The Group did not incur any accounts receivable write-offs during the years ended December 31, 2023, 2024, and 2025.

LEASES

12 Months Ended

Dec. 31, 2025

Leases

LEASES

16. LEASES

The Group leases offices space under non-cancellable operating leases. The Group considers those renewal options that are reasonably certain to be exercised or termination options that are reasonably certain not to be exercised by the lessee in the determination of the lease term and initial measurement of right of use assets and lease liabilities.

The Group determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease.

As of December 31, 2024 and 2025, the Group had no long-term leases that were classified as a financing lease, and the Group’s lease contracts only contain fixed lease payments and do not contain any residual value guarantee.

The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

A summary of lease cost recognized in the Group’s consolidated statements of operations and comprehensive loss is as follows:

	2023		2024		2025
	For the Years Ended December 31,
	2023		2024		2025
Operating leases cost excluding short-term rental expense	$	545,166	$	712,280	$	772,687
Short-term lease cost		966,084		498,296		345,877
Total	$	1,511,250	$	1,210,576	$	1,118,564

The Group’s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Group would have to pay to borrow on a collateralized basis over a similar term and an amount equal to the lease payments in a similar economic environment.

Cash paid for amounts included in the measurement of lease liabilities was $641,400, $770,267 and $743,194 for the year ended December 31, 2023, 2024 and 2025, respectively.

As of December 31, 2023, 2024 and 2025, the weighted average remaining lease term was 4.75, 3.68 and 8.35 years, and the weighted average discount rate was 4.37%, 4.31% and 3.49% for the Group’s operating leases, respectively.

The following table summarizes the maturity of lease liabilities under operating leases as of December 31, 2025:

For the year ending December 31,	Operating Leases
2026	$	699,132
2027		684,829
2028		695,161
2029		569,950
2030 and thereafter		1,848,334
Total lease payments		4,497,406
Less: imputed interest		547,981
Total		3,949,425
Less: current portion		571,939
Non-current portion	$	3,377,486

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

SHARE-BASED COMPENSATION

21. SHARE-BASED COMPENSATION

Share options granted by NIP Group Inc. to optionees

In June 2024, the Company adopted the 2024 Share Incentive Plan, or the 2024 Plan, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with the Company. The maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under the 2024 Plan is 11,956,812.

In November 2025, the Company adopted the 2025 Share Incentive Plan, or the 2025 Plan, for the purpose of granting share-based compensation awards to selected directors, employees, consultants and other eligible individuals to motivate superior performance and to attract and retain their services. Under the 2025 Plan, up to 45,430,307 ordinary shares may be issued pursuant to awards granted thereunder, subject to adjustment in accordance with the terms of the 2025 Plan.

Share-based compensation is measured based on the fair value of the Company’s ordinary shares at the grant date of the award, which is estimated using the income approach and equity allocation method. Estimation of the fair value of the Company’s ordinary shares involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants are made. Share-based compensation in relation to the share options is estimated using the equity allocation model based on option pricing model with probability-weighted scenario analysis with respect to the fair value of 100% equity interest estimated using the discounted cash flow method under income approach. The fair value of these awards was determined by management with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions.

Subsequent to the completion of the Company’s IPO in July 2024, the Company’s ordinary shares are listed and traded on the NASDAQ Stock Market. For all share-based payment awards granted on or after the IPO date, share-based compensation is measured based on the quoted closing market price of the Company’s ordinary shares on NASDAQ as of the respective grant date.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

21. SHARE-BASED COMPENSATION - Continued

A summary of the share options activity for the year ended December 31, 2023, 2024 and 2025 is presented below:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Number of shares			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value		Weighted average grant date fair value
				USD		In years		USD		USD
Outstanding, December 31, 2022		1,763,507			-		1		6,252,693		1.54
Granted		1,725,132			-		-		-		3.55
Exercised		(3,488,639	)		-		-		-		2.53
Forfeited		-			-		-		-		-
Outstanding, December 31, 2023		-			-		-		-		-
Granted		-			-		-		-		-
Exercised		-			-		-		-		-
Forfeited		-			-		-		-		-
Outstanding at December 31, 2024		-			-		-		-		-
Granted		48,877,024			-		-		-		0.76
Exercised		(48,425,049	)		-		-		-		0.76
Forfeited		(415,739	)		-		-		-		0.81
Outstanding at December 31, 2025		36,236			-		2		18,118		0.81
Exercisable at December 31, 2025		-			-				-		-

* The shares are presented on a retroactive basis to reflect the stock split (Note 19)

The Group recognized compensation expense for the years ended December 31, 2023, 2024 and 2025 were $6,122,348, nil and $36,723,969 respectively.

As of December 31, 2025, there was $8,927 unrecognized compensation cost related to unvested share options.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

RECEIVABLE FOR BITCOIN COLLATERAL, NET (Tables)

12 Months Ended

Dec. 31, 2025

Receivable For Bitcoin Collateral Net

SCHEDULE OF RECEIVABLE FOR BITCOIN COLLATERAL, NET

Receivable for bitcoin collateral, net consists of the following:

	2024		2025
	As of December 31,
	2024		2025
Receivable for bitcoin collateral	$	-	$	19,739,203
Changes in fair value of receivable for bitcoin collateral		-		(2,931,287	)
Total Receivable for bitcoin collateral, net	$	-	$	16,807,916

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2025

Condensed Financial Information Disclosure [Abstract]

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

26. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The condensed financial information of the parent company, the Company, has been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the parent company has used equity method to account for its investment in its subsidiaries.

The Company and its subsidiaries are included in the consolidated financial statements where the inter-company balances and transactions are eliminated upon consolidation. For the purpose of the Company’s stand-alone financial statements, its investments in subsidiaries are reported using the equity method of accounting. The Company’s share of losses from its subsidiaries is reported as loss from subsidiaries in the accompanying condensed financial information of parent company.

The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024 and 2025.

Parent Company Balance Sheets:

SCHEDULE OF CONDENSED BALANCE SHEETS

	2024			2025
	As of December 31,
	2024			2025
Assets
Current Assets
Cash and cash equivalents	$	2,121,423		$	2,056
Amounts due from subsidiaries		15,431,911			9,325,733
Advance to suppliers		-			32,142
Total current assets		17,553,334			9,359,931

Non-current Assets
Investment in subsidiaries		221,178,395			80,022,001
Total non-current assets		221,178,395			80,022,001

Total Assets	$	238,731,729		$	89,381,932

Accrued expenses and other liabilities		1,246,591			1,072,975
Current Liabilities		1,246,591			1,072,975
Total liabilities	$	1,246,591		$	1,072,975

Mezzanine equity:
Redeemable non-controlling interests		2,958,555			-
Total mezzanine equity		2,958,555			-

Equity
Class A Ordinary Shares (US$0.0001 par value; 461,995,682 and 1,756,459,263 shares authorized as of December 31, 2024 and December 31, 2025, respectively, 75,392,253 and 197,363,156 issued and 75,392,253 and 197,020,222 outstanding as of December 31, 2024 and December 31, 2025, respectively)		7,539			19,702
Class B Ordinary Shares (US$0.0001 par value; 38,004,318 and 243,540,737 shares authorized as of December 31, 2024 and December 31, 2025, respectively, 38,004,318 and 83,434,625 issued and outstanding as of December 31, 2024 and December 31, 2025, respectively)		3,800			8,343
Ordinary shares value		3,800			8,343
Subscription receivable		(3,808	)		(20,514	)
Accumulated deficit		(128,849,237	)		(366,329,010	)
Additional paid-in capital		373,890,499			429,905,870
Accumulated other comprehensive loss		(10,522,210	)		24,724,566
Total equity attributable to the shareholders of NIP Group Inc.		234,526,583			88,308,957
Total liabilities, mezzanine equity and equity	$	238,731,729		$	89,381,932

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

26. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - Continued

Parent Company Statements of Operations and Comprehensive Loss:

	2023			2024			2025
	For the years ended December 31,
	2023			2024			2025
Loss from operations:
Financial income(expense), net	$	26,175		$	34,650		$	(124,654	)
General and administrative expenses		(694,745)			(1,215,614)			(38,562,989)
loss on disposal of subsidiaries		-			-			(1,911,840	)
Equity in loss of subsidiaries		(12,589,459)			(11,508,821)			(196,880,290)
Net loss		(13,258,029)			(12,689,785)			(237,479,773)

Total comprehensive loss	$	(8,004,774	)	$	(28,637,365	)	$	(202,232,997	)

Parent Company Statements of Cash Flows:

	2023			2024			2025
	As of December 31,
	2023			2024			2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,258,029	)	$	(12,689,785	)	$	(237,479,773	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in loss of subsidiaries		12,589,459			11,508,821			196,880,290
Share-based compensation expense		-			-			36,723,969
loss on disposal of subsidiaries		-			-			1,911,840
Change in operating assets and liabilities:
Amounts due from subsidiary		(5,721,562	)		(4,388,269	)		6,106,178
Advance to suppliers								(32,143	)
Other receivables		(78,364)			-			-
Accrued expenses and other liabilities		(697,955)			511,654			1,371,272
Net cash (used in) provided by operating activities		(7,166,451)			(5,057,579)			5,481,633

Investment in equity investees		(17,400,000	)		(10,950,000)			(7,601,000	)
Net cash used in investing activities		(17,400,000	)		(10,950,000)			(7,601,000	)

Collection of subscription receivable		2,999,845			-			-
Payment of deferred offering cost		(418,351)			(3,514,703)			-
Proceeds from issuance of Class A ordinary shares upon the completion of IPO, net of issuance cost		-			20,260,243			-
Capital injection in Reorganization		16,309,641			-			-

Net cash provided by financing activities		18,891,135			16,745,540			-

Net increase (decrease) in cash and cash equivalents		(5,675,316	)		737,961			(2,119,367	)
Cash and cash equivalents, at beginning of year		7,058,778			1,383,462			2,121,423
Cash and cash equivalents, at end of year	$	1,383,462		$	2,121,423		$	2,056
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Acquisition of mining machines		-			-			20,298,900
Disposal of subsidiaries		-			-			2,892,540

ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2025

WuhaWuhan YoungWill Network Technology Co Ltd [Member]

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED BASED ON THEIR FAIR VALUE

On the acquisition date of October 2, 2024, the allocation of the consideration of the assets acquired and liabilities assumed based on their fair value was as follows:

	Amount
Fair value of consideration transferred	$	3,311,721
Fair value of contingent consideration payables		404,418
Fair value of consideration transferred		3,716,139

Fair value of the assets acquired and the liabilities assumed
Net working capital ⁽³⁾		149,294
Intangible assets – Customer relationships		3,904,524
Intangible assets – Agency contract rights		1,809,761
Intangible assets – Brand name		669,754
Intangible assets		669,754
Non-operating asset/liability		866,642
Deferred tax liability⁽⁴⁾		(1,596,010	)
Less: Redeemable non-controlling interests		(2,841,123	)
Total identifiable assets		2,962,842
Goodwill	$	753,297

(3)	Among which, cash acquired from acquisition of Young Will was $296,139.

(4)	Deferred tax liabilities were calculated based on appreciation fair value of all intangible assets multiplied by income tax rate.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Principles of consolidation

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of presentation

(a) Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(b)

Principles of consolidation

The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries, its consolidated subsidiaries or its VIEs and VIEs’ subsidiaries, of which the Company is the primary beneficiary, from the dates they were acquired or incorporated. All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiaries acquired are recorded in the consolidated income statements from the effective date of acquisition, as appropriate.

For consolidated subsidiaries where the Group’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as noncontrolling interests.

Use of estimates

(c)

Use of estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, fair value of crypto assets, fair value related to mining machines, receivable for bitcoin collateral, impairment of long-lived assets and goodwill, the valuation of the consideration transferred and the purchase price allocation associated with business combination, valuation of share-based compensation, valuation of ordinary shares and preferred shares, the allowance for credit losses of accounts receivable and receivable for bitcoin collateral, amounts due from related parties, estimated useful life, valuation allowance of deferred tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

Business Combination

(d)

Business Combination

The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Group and equity instruments issued by the Group. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the acquisition date amounts of the identifiable net assets of the acquiree is recorded as goodwill.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Short-term and long-term investment

(e) Cash and cash equivalents

Cash and cash equivalents consist of cash in bank and highly liquid investments which are unrestricted as to withdrawal and use and have original maturities of less than three months.

Crypto asset held

(f) Crypto asset held

During 2025, the Group conducted transactions involving the receipt and disbursement of crypto assets in the ordinary course of business. As of December 31, 2025, USDT represented the primary component of the Group’s crypto assets held balance. The Group adopted ASC 350-60, Intangibles — Goodwill and Other, on January 1, 2024. In accordance with ASC 350-60, crypto assets held are measured at fair value at each reporting date, with changes in fair value recognized as gains or losses from changes in the fair value of crypto assets held in the consolidated statements of comprehensive income (loss).

(g) Short-term and long-term investment

Short-term investments mainly include investments in financial instruments with a variable interest rate indexed to performance of underlying assets. In accordance with ASC 825 — “Financial Instruments”, the Group elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the consolidated statements of operations and comprehensive loss as other income/(expense).

The Group measures long-term equity investments other than equity method investments at fair value through earnings along with Accounting Standards Update (“ASU”) 2016-01. For the investments without readily determinable fair values, the Group elected to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes (“measurement alternative”). Under this measurement alternative, changes in the carrying value of the equity investment will be required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Group makes reasonable efforts to identify price changes that are known or that can reasonably be known.

Accounts receivable, net

(h) Accounts receivable, net

Accounts receivable, net are stated at the original amount less an allowance for credit losses.

Accounts receivable, net are recognized in the period when the Group has provided services to its customers and when its right to consideration is unconditional. On January 1, 2023, the Group adopted ASU 2016-13, “Financial Instruments — Credit Losses (Accounting Standards Codification (“ASC” Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model.

The Group evaluates its accounts receivable for expected credit losses on a regular basis. The Group maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Group’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Group adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivables are likely to be unrecoverable, the Group also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.

There were $188,432 and $1,607,934 provisions for credit losses as of December 31, 2024 and 2025.

receivable for bitcoin collateral, net

(i) receivable for bitcoin collateral, net

The receivable for bitcoin collateral represents the bitcoin posted as collateral to the lender who has the rights to, among other activities, lend or re-hypothecate such bitcoin at the sole discretion of the lender and for which the lender has an obligation to return to the Group at maturity of the loan. The receivable is recorded at fair value and changes in fair value are recorded as gain or loss from change in fair value of receivable for bitcoin collateral on the consolidated statements of comprehensive income (loss). The receivable for bitcoin collateral is classified as current due to that no contractual maturity is specified for the related loan, and the Group estimates the bitcoin collateral will be released within twelve months following the balance sheet date. The value and activity involving this asset are discussed in detail in Note 6. As all of the Group’s bitcoins are posted to the lender as collateral, the Group does not have any assets associated with bitcoin holdings as of December 31, 2025.

At commencement and throughout the term of the arrangement, the Group considers and accounts for the credit risk associated with the bitcoin receivable collateral in accordance with the principles outlined in ASC 326. The receivable for bitcoin collateral is presented net of any allowance for credit losses. No such allowance was recognized this year.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(j) Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows:

Category		Estimated useful lives
Mining machine		1~3 years
Electronic equipment		3-5 years
Furniture		3-5 years
Vehicles or canteen equipment		4-5 years
Leasehold improvement		Shorter of the lease term or the estimated useful life of the assets

Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operation.

(k) Intangible assets

Estimated useful lives by intangible asset classes are as follows:

Category		Estimated useful lives
League tournaments rights		Indefinite
Brand names		Indefinite/5 years
Customer relationships		6 years
Agency contract rights		2-5 years
Talent acquisition costs		1-5 years
Game copyright		3 years
Software		2.5-3 years

The estimated useful lives of intangible assets with definite lives are reassessed if circumstances occur that indicate the original estimated useful lives may have changed.

Intangible assets that have indefinite useful lives included the league tournaments rights and brand name of Ninjas in Pyjamas and Wuhan ESVF, and brand name of Young Will as of December 31, 2024, and the league tournaments rights and brand name of Ninjas in Pyjamas, Wuhan ESVF as of December 31, 2025. The Group expects that the league tournaments rights and brand name of Ninjas in Pyjamas, Wuhan ESVF are unlikely to be terminated based on industry experience and will continue to contribute revenue in the future. Therefore, the Group considers the useful life of such intangible assets to be indefinite.

For the year ended December 31, 2025, the Group recorded aggregate impairment charges of $64.4 million in relation to its intangible assets. Such impairments were recognized as a result of management’s impairment review, which identified underperformance of Ninjas in Pyjamas’s underlying business operations and a reduction in the recoverable amount of the relevant reporting unit when compared with the key valuation assumptions adopted at the original acquisition date. In accordance with disclosure requirements under ASC 350-20-50 and ASC 350-30-50, the fair value of intangible assets for impairment testing was measured utilizing discounted cash flow (“DCF”) driven valuation techniques. Specifically, the relief-from-royalty method was adopted to measure the fair value of the brand name, while the multi-excess earnings method was applied in valuing league tournament seats. Critical significant judgment and key assumptions incorporated in the DCF valuation model include a weighted average cost of capital (WACC) of 12% and a long-term terminal growth rate of 2%. Management updated future cash flow projections to incorporate current market dynamics, updated operational trends and the deteriorated financial outlook of the underlying business as of the reporting date.

The Group capitalizes costs associated with the acquisition of certain members of talent and online entertainers and amortizes these costs straight-line over their estimated useful lives, which reflect the contractual term of the associated talent agreement. The fair value of brand name of Hongli Culture is amortized on a straight-line basis over its estimated useful life.

Definite-lived intangible assets are carried at cost less accumulated amortization and impairment if any.

The Definite-lived intangible assets are amortized over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Group. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Definite- lived intangible assets may be impaired when the estimated discounted future cash flows generated from the assets are less than their carrying amounts. No impairment of definite-lived intangible assets was recognized for the years ended December 31, 2023, 2024 and 2025.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

The Group evaluates indefinite-lived intangible assets as at each reporting period to determine whether events and circumstances continue to support indefinite useful lives. The value of indefinite-lived intangible assets is not amortized, but tested for impairment annually or whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired in accordance with ASC 350. The Group first performs a qualitative assessment to assess all relevant events and circumstances that could affect the significant inputs used to determine the fair value of the indefinite-lived intangible asset. If after performing the qualitative assessment, the Group determines that it is more likely than not that the indefinite-lived intangible asset is impaired, the Group calculates the fair value of the intangible asset and performs the quantitative impairment test by comparing the fair value of the asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, the Group recognizes an impairment loss in an amount equal to that excess. In consideration of the growing esports industry in China, the Group’s improving financial performance, the stable macroeconomic conditions in China and the Group’s future plans, the Group determined that it is not likely that the league tournaments rights and brand name were impaired as of December 31, 2024. Otherwise, there were impairment indicators for the league tournaments rights and brand name of Ninjas in Pyjamas as of December 31, 2025 considering its unsatisfactory financial performance. As such, the impairment amount of indefinite-lived intangible assets recognized for the years ended December 31, 2024, and December 31, 2025 were nil and $64,406,302 respectively.

Impairment of long-lived assets

(l) Goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination or an acquisition by an entity that are not individually identified and separately recognized. Goodwill acquired in a business combination is tested for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Group performed impairment analysis on goodwill as of December 31 every year either beginning with a qualitative assessment, or starting with the quantitative assessment instead. The quantitative goodwill impairment test compares the fair value of each reporting unit to its carrying amount, including goodwill. A reporting unit constitutes a business for which discrete profit and loss financial information is available. The fair value of each reporting unit is established using a combination of expected present value of future cash flows. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

Determining when to test for impairment, the Group’s reporting units, the fair value of a reporting unit and the fair value of assets and liabilities within a reporting unit, requires judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparable. The Group bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain.

Significant changes in the economic characteristics of components or reorganization of an entity’s reporting structure can sometimes result in a re-assessment of the affected operating segment and its components to determine whether reporting units need to be redefined where the components are no longer economically similar.

Future changes in the judgments and estimates underlying the Group’s analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units and could result in additional impairment of goodwill. The Group determined that it is not likely that the goodwill was impaired as of December 31, 2024. Otherwise, there were impairment indicators for the goodwill of Ninjas in Pyjamas as of December 31, 2025 considering its unsatisfactory financial performance. As such, the impairment amount of goodwill recognized for the years ended December 31, 2024, and December 31, 2025 were nil and $122,519,218 respectively.

(m) Impairment of long-lived assets

The Group reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Group measures the carrying amount of the asset against the estimated discounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. The Group did not record any impairment charge for the years ended December 31, 2023, 2024 and 2025.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Fair value measurement

(n) Fair value measurement

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:

● Level 1—Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

● Level 2—Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

● Level 3—Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Financial assets and liabilities of the Group primarily consist of cash and cash equivalents, short-term investments, accounts receivable, amounts due from related parties, prepaid expenses and other current assets, accounts payable, short-term borrowings, long term borrowings, current portion, amounts due to related parties, payable related to league tournaments rights, current, other long-term liability and accrued expenses and other current liabilities. The short-term investment is valued based on broker quotes. The receivable for bitcoin collateral and other digital assets denominated assets and liabilities are carried at fair value based on the primary market (e.g., Binance) price of the underlying bitcoins.

Short-term investments

As of December 31, 2025, the Group’s short-term investments consisted of private fund products (see Note (4)), and the variable returns indexed to the performance of underlying assets. The Group classifies the valuation techniques that use these inputs as Level 3 of fair value measurement. And the Group elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the consolidated statements of operations and comprehensive loss as other income/(expense).

Contingent consideration payables

The Group’s estimated liability for contingent consideration payables for acquisitions measured at fair value (see Note (3)). The contingent consideration payables are included in other current liabilities on the consolidated balance sheets. The Group estimated the fair value of contingent consideration payables using a discounted expected cash flow method with unobservable inputs of probabilities of successful achievements of certain specified conditions post- acquisition, and accordingly the Group classifies the valuation techniques that use these inputs as Level 3. For the year ended December 31, 2024, the Group recognized a gain of $394,401 of fair value changes for the contingent consideration payables and recorded in fair value change of financial instruments in the statement of operations and comprehensive loss. For the year ended December 31, 2025, there was no balance amount of this account with the disposal of Young Will.

The Group’s non-financial assets, such as property and equipment, intangible asset, would be measured at fair value only if they were determined to be impaired.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Revenue recognition

(o) Revenue recognition

The Group recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Company satisfies a performance obligation

These criteria as they relate to each of the following major revenue generating activities are described below. Revenue is presented net of value added taxes (“VAT”) and surcharges.

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
Tournament participation of esports	$	7,699,506	$	8,549,677	$	6,397,578
Player transfer and rental fee		849,768		1,036,416		2,101,544
Sales of branded merchandise		184,337		113,536		1,000,059
Talent management service of esports		1,115,057		544,639		848,418
Sponsorships and advertising		8,147,298		3,860,800		847,073
Others		3,668,655		620,435		623,425
Subtotal of Esports teams operation		21,664,621		14,725,503		11,818,097
Event production		9,409,795		23,285,775		31,922,001
Talent management service of third-party online entertainers		52,650,550		47,307,158		62,825,921
Bitcoin mining		-		-		20,064,258
Total revenue		83,724,966		85,318,436		126,630,277
Less: surcharge tax		56,525		52,130		103,731
Net revenue	$	83,668,441	$	85,266,306	$	126,526,546

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

The following table summarizes disaggregated revenue from contracts with customers by service type and by segment:

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
PRC and other subsidiaries
Talent management service of third-party online entertainers	$	52,650,550	$	47,307,158	$	62,825,921
Event production		9,409,795		23,285,775		31,922,001
Tournament participation of esports		5,457,029		6,120,350		4,723,662
Player transfer and rental fee		389,881		832,124		1,982,072
Sales of branded merchandise		143,260		70,053		971,380
Talent management service of esports		1,115,057		544,639		848,418
Sponsorships and advertising		5,638,612		3,093,051		113,404
Others		431,479		470,444		352,858
Subtotal	$	75,235,663	$	81,723,594	$	103,739,716

Ninjas in Pyjamas
Tournament participation of esports		2,242,477		2,429,327		1,673,916
Sponsorships and advertising		2,508,686		767,749		733,669
Player transfer and rental fee		459,887		204,292		119,472
Others		3,237,176		149,991		270,567
Sales of branded merchandise		41,077		43,483		28,679
Subtotal	$	8,489,303	$	3,594,842	$	2,826,303

Bitcoin mining		-		-		20,064,258
Total revenues	$	83,724,966	$	85,318,436	$	126,630,277

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
Timing of revenue recognition
At a point in time		990,626		2,977,125		5,466,113
Over time		82,734,340		82,341,311		121,164,164
Total revenue	$	83,724,966	$	85,318,436	$	126,630,277

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

Esports teams operation

Tournament participation of esports

The Group enters into contracts with esports event organizer, to have players participate in esports tournament such as Honor of Kings Pro League (“KPL”), League of Legends Pro League (“LPL”), Counter-Strike: Global Offensive (“CS: GO”) and Rainbow Six, etc.

The Group’s promises mainly consist of a) providing coaching, training and monitoring for esports players; b) selecting or arranging and monitoring the esports players to participate in tournaments and to participate in market events to promote the league and tournament. All the promises are not separately identifiable and are related to operate and participate in the overall esports event. All the promises are accounted for as a single performance obligation.

Although the final contract consideration is unpredictable, league operators usually promise a fixed consideration, also known as Minimum Guarantee promised in the agreement only for PRC and other subsidiaries. For ESVF teams, a fixed amount of RMB3 million (only for League of Legends) is promised. Thus, the transaction price consideration consists of fixed consideration plus variable consideration, the variable consideration is mainly determined by two factors, one is the amount of prize pool collected by esports event organizer during each competition season and proportion agreed in the contract, the other is based on the ranking of the Group in each competition season. No amount of variable consideration should be included in the transaction price, since it is not probable that a significant reversal of cumulative revenue recognized will not occur resulting from a change in estimate of the consideration the Group will receive upon finalized prize pool and its ranking. The Group will recognize the revenue of the prize money at each reporting date when the uncertainty is resolved.

Esports event organizer could simultaneously receive and consume the benefits provided by the Group in the contract period, thus, the Group satisfies the performance obligation to esports event organizer over the contract period. Furthermore, the main cost to operate an esports team is the salary of players, hence, the Group uses input method to measure progress, and recognizes revenue on a straight-line basis during the tournament period.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

Player transfer and rental fee

The Group enters into contracts with customer, mainly other esports team, to transfer or lease the players right owned by the Group. Player transfer and rental fee is a fixed amount as stated in the contract. The Group recognizes player transfer revenue at a point in time from transfer fees upon satisfaction of the performance obligation, which coincides with the time that the esports player is registered on the league transfer registration platform. The Group uses output method to measure progress, and recognizes player rental revenue on a straight-line basis over the contract period when the performance obligation is satisfied.

Sponsorships and advertising

The Group offers advertisers or companies which like to be promoted a full range of promotional services, including but not limited to livestream announcements, content generation, social media posts, esports players to participate in the recording of advertising videos as customer spokesmen. In most of the cases, the sponsorship agreements may include multiple services that are capable of being individually distinct, however the intended benefit is an association with the Group’s brand and the services are not distinct within the context of the contracts. Customers could simultaneously receive and consume the benefits provided by the Group in the contract period, thus, the Group satisfies the performance obligation to the customers over the contract period. The Group uses input method to measure progress, since what the major inputs is the labor cost and expended evenly throughout the performance period. Thus, the Company recognizes revenue on a straight-line basis, revenues from sponsorship agreements are recognized rateably over the contract term. The contract payment is not subject to any variable consideration or subsequent adjustment. In instances where the timing of revenue recognition differs from the timing of billing, the Group has determined the agreements generally do not include a significant financing component.

Others

The Group provides other service including IP licensing service (The Group enters contract with customer, and grants the customer a right-to-access license of the Group’s intellectual property in selling game props, skins, stickers and player cards) and Reality show service (The Group provides service to the reality show hosted by customer in exchange for a fixed transaction price. The service includes seeking and engaging suitable guests to participate in the reality show, and providing planning and execution services for the reality show). The Company recognizes revenue on a straight-line basis, revenues are recognized rateably over the contract term.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

The Group acts as the principal in providing the service to customers and recognizes revenue on gross basis because the Group acts as the main obligor in the arrangement and has the discretion to set up the contract price with customers.

Sales of branded merchandise

The Group also sells branded merchandise such as mouse, keyboard, hoodie etc. at official online store. The transaction price is fixed. The Group recognizes revenues from sales of branded merchandise at a point of time when the merchandise is delivered to the customer in sound condition.

Event production

Event production

The Group provides customized esports or other event production upon requests from its customers in exchange for a fixed transaction price stated on the contract with no variable consideration generally. The services generally entail design, logistics, layout of events, and coordination and supervision of the actual event set-up and implementation. These services are not distinct within the context of the contracts and are considered as a single performance obligation.

The Group satisfies the performance obligation to customers over the contract period as the service rendered and recognizes the revenue over the contract period using the output method, which is based on the development milestones periodically confirmed by customers. The service consideration is reconciled and settled based on the development milestones periodically confirmed by customers. The contract payment is not subject to any variable consideration or subsequent adjustment, and the Group has determined the agreements generally do not include a significant financing component.

The Group regards itself as a principal and recognizes revenue on a gross basis as it controls the services based on i) the Group is the primary obligator in the service contract with the customers, including The Group are in charge of negotiating the specific requirements of each contract with customers, and organizing matches, tournaments and other events for a variety of game titles, musical festivals and other activities; ii) the inventory risk to bear the consequence of any breach of contract caused by the Group; and iii) the Group negotiates the contract price with customers independently and the Group has a strong bargaining power with suppliers.

Talent management service

There are three types of talent management service. One type is provided by esports players which is recorded in talent management service of esports, one type is provided by third-party online entertainers which is recorded in talent management service of third-party online entertainers, and the other type is online advertising and promotion service provided by the group.

Provided by esports players-live stream service

The Group cooperates with online platform operator, to arrange its owned esports players to provide live streaming of esports games on an online platform. Through this means, online platform operator attracts more audience to their platform and pays service fee to the Group accordingly.

Provided by third-party online entertainer-live stream service

The Group establishes a live streaming talent agency, seeks and engages third party online entertainers to register as members of the talent agency. The Group provides training to these online entertainers, and recommends them to provide live streaming on the online platforms. Online platform operator enters tripartite business contract with the Group and the online entertainer. The Group provides talent management service to online platform operator inclusive of the recommendation of online entertainers to deliver live stream, management of online entertainers, training of online entertainers and monitoring of live stream content, etc. The Group charges service fee from online platform operator. The Group pays the online entertainers according to the supplier contract signed with him/her.

For both types of talent management service of live-stream service, the Group regards itself as a principal and recognizes revenue on a gross basis as it controls the services based on i) the primary responsibility for the integrated talent management service in the aspect of establishing the talent agency where the online entertainers register, reserving the right to recommend online entertainers, designate third-party online entertainers’ live content and duration, the provision of management and training of online entertainers; ii) the inventory risk to bear the consequence of any breach of contract caused by the Group as well as online entertainers; and iii) discretion in setting up the price, rather than accepting a fixed percentage of transaction amount imposed by the online platforms and third party online entertainers.

The consideration of live stream service is variable that determined by the agreed online entertainers’ popularity ranking, and virtual gifts rewarded from the audience. The variable bonus shall be paid by online platform operators after the ranking agreed in the contract is reached. The variable amount related to virtual currencies shall be confirmed by online platform operators at the end of each month, and paid by next month. For talent management service provided by esports players, the variable service fee also depends on the rank of esports team on tournament.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

The Group provides live stream services to online platform operators, the service including a) recommending its live streaming talent agency online entertainers to provide live stream on platform; b) providing live stream management service to online entertainers, including training online entertainers and monitoring the live stream content. Online platform operators could not benefit from these services separately, these services are not distinct and combined as a performance obligation. The Group satisfies the performance obligation to customer over the contract period and recognizes revenue when the variable consideration is expected to be entitled and a significant future reversal of cumulative revenue under the contract will not occur, that is the date on which the Group and customer agrees the service fee monthly. Therefore, the service consideration is reconciled and settled on a monthly basis.

Provided by third-party online entertainer- short-form videos production and releasing service

Apart from the live stream service on the online platforms, the Group seeks for cooperation opportunities with customers such as advertising agents and brand public relationships. Such customers place purchase orders of advertising and promotion in online platform, then the Group carries out content creation and arranges talents to shoot short-form videos implanted advertising and promotion contents. After video releasing, the service fee will be paid to the Group via online platform after deducting a small portion of services fee charged by online platform. The Group pays the talents according to the supplier contracts signed with him/her. The revenue stream to which the above revenue recognition policy relates was discontinued in July 2025; accordingly, such policy is no longer applied by the Group.

The Group provides short-form videos releasing service in online platform operators to customers, the service mainly including a) producing creative and attractive short-form videos implanted advertising and promotion contents, and releasing the short-form videos in required timepoint and talent account; b) retaining the released videos in platform for a certain period. The Group determines that retaining the released videos in platform for a certain period is immaterial and does not account for it as a separate performance obligation considering such obligation is minimal in the total value of the goods and services in the contract and not important for the customers. The Group charged service fee from customers in online platform operator case by case. The service fee was fixed price on the purchase order which the customers placed in online platform operator. After the Group releasing the short-form videos in online platform, the customers will check and give acceptance to the videos. Once the acceptance is issued by the customers, the payment has been successfully completed to the Group’s agent account in the online platform automatically, and there is no recourse from neither the Group nor the customers. The Group satisfies the performance obligation to customer once the customer gave acceptance to the video, and recognizes revenue when the short-form videos have been accepted by the customers in the online platform. The consideration will be paid to the account of the Group in platform immediately once customers providing acceptance.

The Group regards itself as a principal and recognizes revenue on a gross basis as it controls the services based on i) the Group is the primary obligator in the service contract with the customers, including designating the talents to act in the short-form videos designed by the internal professional team, to provide service to customers in the online platforms.; ii) the inventory risk to bear the consequence of any breach of contract caused by the Group as well as talents; and iii) discretion in setting up the price, rather than accepting a fixed percentage of transaction amount imposed by the online platforms and talents.

Talent management service of online advertising and promotion service

At the end of 2024, the Group launched online advertising and promotion service. It primarily concentrates on online promotion activities. It leverages the accounts of online talents, influencers, and content creators to carry out promotional campaigns. These activities are mainly conducted in digital spaces such as social media platforms, live-streaming channels, and short-video apps, aiming to reach target audiences through personalized and interactive online content. According to the contract, the Group deliver comprehensive, integrated promotion and operation services on internet-based paid advertising platforms.

The Group provides comprehensive end-to-end online promotion and operation services on internet paid advertising platforms, including platform selection, account management, content and strategy formulation, and performance tracking. The Group identifies a single performance obligation, which is to provide integrated online advertising and promotion services. As the performance obligation is satisfied over time as services are delivered, the Group recognizes revenue progressively throughout the service period.

In determining whether the Group acts as a principal and recognizes revenue on a gross basis, the Group assesses indicators including control over services before transfer to customers, exposure to inventory risk related to advertising traffic, and discretion in establishing transaction prices. The Group controls the overall provision of services, including platform selection, account management, budget allocation, content creation, campaign execution, and performance reporting, with its cooperation partner only providing limited support for account opening and traffic recharging. The Group bears traffic inventory risk through prepayments to media platforms and temporary funding of campaigns. The Group also retains independent pricing authority through direct customer contracts and the provision of integrated marketing solutions. Based on these factors, the Group has concluded that it acts as a principal and recognizes revenue from online advertising and promotion services on a gross basis.

For all the revenue streams, the contract payment is not subject to any refund, cancellation or termination provision. No significant financing component, noncash payment identified in the arrangements with customers.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Bitcoin Mining

The Group enters into a contract with a mining pool operator to provide hash calculation services to the mining pool operator using the Group’s own mining machines or purchased hash rate. The Group considers the mining pool operator the customer under this type of arrangement and can decide when to start providing services. The Group’s enforceable right to consideration begins when, and continues as long as, the Group provides hash calculation services to the mining pool operator. Each party to the contract has the unilateral right to terminate the contract at any time without any compensation to the other party for such a termination. As such, the duration of a contract is less than a day and the contract continuously renew throughout the day. The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates.

In exchange for providing hash calculation service to the mining pool operators, the Group is entitled to non-cash compensation, cryptocurrency, from the mining pool operator, which is a variable consideration based on the mining pool operator’s distribution mechanism, which is Full-Pay-Per-Share (“FPPS”). Under the FPPS distribution mechanism, the mining pool pays block rewards and transaction fees, less mining pool fees. The Group is entitled to non-cash consideration even if a block is not successfully validated by the mining pool operator. For the applicable period presented, the Group participated in Bitcoin mining to generate its mining revenues under the FPPS distribution mechanism.

FPPS Mining Pool

The Group participates in the mining pool that uses the FPPS distribution mechanism. The Group is entitled to compensation once it begins to perform hash calculations for the mining pool operator in accordance with the operator’s specifications over a 24-hour period beginning mid-night UTC and ending at 23:59:59 UTC on a daily basis. The non-cash consideration that the Group is entitled to for providing hash calculations to the mining pool operator under the FPPS payment mechanism is made up of block rewards and transaction fees less pool operator fees determined as follows:

	●	The non-cash consideration referred as the block reward is based on the total blocks expected to be generated on the bitcoin network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the daily hash calculations that the Group provides to the pool operator as a percent of the bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total bitcoin network block rewards expected to be generated for the same daily period.

	●	The non-cash consideration referred as the transaction fees is based on the share of total actual fees paid by the transaction requestor to each block placed in the bitcoin blockchain over the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: total actual transaction fees generated on the bitcoin network during the daily 24-hour period as a percent of the total block rewards the bitcoin network actually generated during the same 24-hour period, multiplied by the block rewards the Group earned for the same 24-hour period.

	●	The gross non-cash compensation, consisting of the block reward and transaction fees, earned by the Group is reduced by the mining pool fees charged by the operator for operating the pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent the Group performs hash calculations and generates revenue in accordance with the pool operator’s payout formula during the same daily period as discussed above.

The above non-cash consideration is variable since the amount of block reward earned depends on the amount of hash calculations the Group provides; the amount of transaction fees depends on the total actual fees paid by the transaction requestor to each block placed in the Bitcoin Blockchain under FPPS and the operator fees for the same period are variable since it is determined based on the total block rewards and transaction fees in accordance with the pool operator’s agreement.

While the non-cash consideration is variable, the Group has the ability to estimate the variable consideration when the Group begins to provide hash calculation service with reasonable certainty without the risk of significant revenue reversal. The Group recognizes the non-cash consideration on the same day that control of the contracted service transfers to the mining pool operator and measures the non-cash consideration based on the spot rate of the underlying cryptocurrency determined using the quoted price of such cryptocurrency at midnight UTC, on the date the Group provides the hash calculation service.

Although the non-cash consideration the mining pool operators receive from the blockchain networks includes both the block rewards and the transaction fees, the transaction price the Group receives is an aggregate amount and primarily includes the block rewards. As a result, the Group does not present disaggregated revenue information on block rewards and transaction fees.

There is no significant financing component in these transactions, due to the performance obligations and settlement of the transactions being on a daily basis.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Contract Balances

The Group applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred if the amortization period of such costs is one year or less. These costs are included in cost of revenues.

Payment terms are established on the Group’s pre-established credit requirements based upon an evaluation of customers’ credit.

Deferred revenue, which representing a contract liability, represents mostly unrecognized revenue amount received from customers. The balance of deferred revenue is recognized as revenue upon the completion of performance obligations. The Group’s deferred revenue amounted to $1,038,307 and $1,609,908 as of December 31, 2024 and 2025, respectively. Revenue recognized in the period that was included in the beginning of the period contract liability balance were $758,410, $664,169 and $266,769 for the years ended December 31, 2023, 2024 and 2025, respectively.

Contract cost accounted in the account of prepaid expenses and other current assets, represented the incurred cost associated with event production whose revenues have not been recognized yet. The Group’s contract cost amounted to $372,309 and $153,533 as of December 31, 2024 and 2025, respectively.

Other than accounts receivable, deferred revenue and contract cost, the Group had no other material contract assets, contract liabilities recorded on its consolidated balance sheets as of December 31, 2024 and 2025.

Transaction price allocated to remaining performance obligation

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods.

As of December 31, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligation is $668,932, and the Group will recognize this revenue related to sponsorships and advertising over the remaining contract periods over 0.5 to 2.4 years. As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligation over the remaining contract periods over more than one year is $826,135, and the Group will recognize this revenue related to sponsorships, advertising and game publishing over the remaining contract periods over 0.8 to 1.5 years.

The Group has elected, as a practical expedient, not to disclose the transaction price allocated to unsatisfied or partially unsatisfied performance obligations that are part of a contract that has an original expected duration of one year or less. These performance obligations are related to the revenue of sponsorships and advertising, event production and game publishing.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Value added tax (“VAT”)

(p) Value added tax (“VAT”)

The Group is subject to VAT and related surcharges on revenue generated from sales. The Group records revenue net of VAT. This VAT may be offset by qualified input VAT paid by the Group to suppliers. Net VAT balance between input VAT and output VAT is recorded in the line item of other current assets on the consolidated balance sheets.

The PRC VAT rate is 6% or 1% for taxpayers providing services and 13% for product sales for the years ended December 31, 2023, 2024 and 2025. For revenue generated from services, the VAT rate is 6% for the entities that qualified as general tax payers, which are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. The VAT rate is 1% for the entities that qualified as small-scale taxpayers, which are not allowed to offset qualified input VAT paid to suppliers against their output VAT.

The standard VAT rate is 25% in Sweden, applicable to all the goods and services provided in Sweden for the years ended December 31, 2024 and 2025. Entities with a Swedish VAT number are allowed to offset qualified input VAT, paid to suppliers against their output VAT.

Cost of revenues

(q) Cost of revenues

Cost of revenues consists primarily of hosting fee and maintenance fee of Bitcoin mining, salaries and bonus of esports player, talent management service fee paid to online entertainers, the cost of venue set-up and service fee paid to other parties for event production, depreciation of long-lived assets and amortization of intangible asset related to esports, talent management service and Bitcoin mining, cost of merchandise sold, as well as related costs that are directly attributable to the Group’s principal operations.

Selling and marketing expenses

(r) Selling and marketing expenses

Selling and marketing expenses mainly consist of (i) staff cost, (ii) advertising costs and market promotion expenses.

General and administrative expenses

(s) General and administrative expenses

General and administrative expenses mainly consist of (i) professional service fees; (ii) staff cost, rental and depreciation related to general and administrative personnel, (iii) share-based compensation and (iv) other corporate expenses.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Share-based compensation

(t) Share-based compensation

The Group periodically grants share-based awards to the Group’s eligible employees, which are subject to service conditions.

Share-based awards are measured at the grant date fair value of the equity instrument issued and are recognized as general and administrative expense with graded-vesting schedules over the requisite service period for each separately vesting portion (or tranche) of the award. The Group elects to recognize the effect of forfeitures in general and administrative expense when they occur. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized general and administrative expense relating to those awards is reversed.

Employee defined contribution plan

(u) Employee defined contribution plan

According to the regulations of the PRC, full-time eligible employees of the Group in the PRC are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries. The Group has no further commitments beyond its required contribution.

Income taxes

(v) Income taxes

The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Group’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities.

The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operation for the years ended December 31, 2023, 2024 and 2025, respectively.

The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Non-controlling Interest

(w) Non-controlling Interest

A non-controlling interest in a subsidiary of the Group represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Group. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets and net income and other comprehensive income attributable to non-controlling shareholders are presented as a separate component on the consolidated statements of operations.

Foreign currency transactions and translations

(x) Foreign currency transactions and translations

The functional currency of the Group’s PRC subsidiaries is RMB, which is the local currency used by the subsidiaries to determine financial position and operation result.

The functional currency of Ninjas in Pyjamas is SEK, which is the local currency used by the subsidiary to determine financial position and operation result.

The Group’s financial statements are reported using U.S. Dollars (“$”). The results of operations and the consolidated statements of cash flows denominated in functional currency is translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in functional currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in equity (deficit). Gains or losses from foreign currency transactions are included in the results of operations.

The value of RMB and SEK against $ and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions of the PRC and Sweden. Any significant revaluation of RMB and SEK may materially affect the Group’s financial condition in terms of $ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements:

SCHEDULE OF CURRENCY EXCHANGE RATES

	As of December 31,
	2024		2025
Balance sheet items, except for equity accounts
RMB against $		7.2993		6.9931
SEK against $		11.0676		9.2227

	For the Years Ended December 31,
	2024		2025
Items in the statements of operation and comprehensive loss, and statements of cash flows
RMB against $		7.1957		7.1875
SEK against $		10.5747		9.8058

No representation is made that the RMB amounts and SEK amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(x) Foreign currency transactions and translations - continued

For RMB against U.S. dollar, there was appreciation of approximately 4.2% during the year ended December 31, 2025. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

For SEK against U.S. dollar, there was appreciation of approximately 16.7% during the year ended December 31, 2025. It is difficult to predict how market forces or European Union or U.S. government policy may impact the exchange rate between the SEK and the U.S. dollar in the future.

To the extent that the Group needs to convert U.S. dollar into RMB and SEK for capital expenditures and working capital and other business purposes, appreciation of RMB and SEK against the U.S. dollar would have an adverse effect on the RMB and SEK amount of the Group would receive from the conversion. Conversely, if the Group decides to convert RMB and SEK into U.S. dollar for the purpose of making payments for working capital, dividends on ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of U.S. dollar against RMB and SEK would have a negative effect on the U.S. dollar amount available to the Group. In addition, a significant depreciation of the RMB and SEK against the U.S. dollar may significantly reduce the U.S. dollar equivalent of the Group’s earnings or losses.

Currency convertibility risk

The PRC government imposes controls on the convertibility of RMB into foreign currencies. The Group’s cash and cash equivalents denominated in RMB that are subject to such government controls. The value of RMB is subject to changes in the central government policies and to international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Group in the Chinese mainland must be processed through the PBOC or other Chinese foreign exchange regulatory bodies which require certain supporting documentation in order to process the remittance.

Foreign currency exchange rate risk

The RMB and SEK has fluctuated against the US$, at times significantly and unpredictably during the reporting periods. The depreciation of the RMB against the US$ was approximately 2.8% for the years ended December 31, 2024 and the appreciation of the RMB against the US$ was approximately 0.1% for the years ended December 31, 2025, respectively. The depreciation of the SEK against the US$ was approximately 10.1% for the years ended December 31, 2024 and the appreciation of the SEK against the US$ was approximately 7.3% for the years ended December 31, 2025. It is difficult to predict how market forces or the PRC, Swedish or U.S. government policy may impact the exchange rate between the RMB, SEK and the US$ in the future.

Loss per share

(y) Loss per share

Basic loss per share is computed by dividing net loss attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Class A ordinary share and Class B ordinary share have the same rights in dividend. Therefore, basic and diluted loss per share are the same for both classes of ordinary shares. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic loss per share as of the date that all necessary conditions have been satisfied. Net losses are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses.

Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such share would be anti-dilutive.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Segment reporting

(z) Segment reporting

Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers (“CODM”) in deciding how to allocate resources and assess performance. The Group’s chief operating decision makers, CEOs, reviews segment results when making decisions about allocating resources and assessing performance of the Group.

As a result of the assessment made by CODM, the Group has three3 operating segments: Bitcoin mining business which operated mainly in US, Ninjas in Pyjamas, and entities registered in PRC, Hong Kong and Cayman Island, which operates in PRC (“PRC and other entities”). The Group considers a “management approach” concept as the basis for identifying reportable segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. The Group’s reportable segments are business units that operate in different countries. Ninjas in Pyjamas, mainly operates in Sweden, and Bitcoin mining business, mainly operates in US, which are subject to different regulatory environment than other entities which operate in the PRC.

Operating lease

(aa) Operating lease

On January 1, 2022, the Group adopted Accounting Standards Update (“ASU”) 2016-02, Lease (FASB ASC Topic 842), using the non-comparative transition option pursuant to ASU 2018-11. Therefore, the Group has not restated comparative period financial information for the effects of ASC 842, and will not make the new required lease disclosures for comparative periods beginning before January 1, 2022. The adoption of Topic 842 resulted in the presentation of operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. The Group has elected the package of practical expedients, which allows the Group not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease; (2) lease classification for any expired or existing leases as of the adoption date; and (3) initial direct costs for any expired or existing leases as of the adoption date. Lastly, the Group elected the short-term lease exemption for all contracts with lease terms of 12 months or less. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term.

Right-of-use assets represent the Group’s right to use an underlying asset for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Group’s leases is not readily determinable, the Group utilizes its incremental borrowing rate, determined by class of underlying asset, to discount the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and exclude lease incentives. Some of the Group’s lease agreements contained renewal options; however, the Group did not recognize right-of-use assets or lease liabilities for renewal periods unless it was determined that the Group was reasonably certain of renewing the lease at inception or when a triggering event occurred. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group’s lease agreements did not contain any material residual value guarantees or material restrictive covenants.

Recent accounting pronouncements

(ab) Recent accounting pronouncements

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement (Topic 220)- Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2024-03 requires publicly-traded business entities to disclose specified information about the components of certain costs and expenses that are currently disclosed in the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 simplifies credit loss calculations and permits the election of a practical expedient to assume that conditions as of the balance sheet date do not change for the remaining life of the asset when estimating credit losses on current accounts receivable and current contract assets under ASC 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025. Early adoption is permitted. The Group is evaluating the effects, if any, of the adoption of these guidance on its consolidated financial statements and related disclosure.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 updates the accounting for costs related to the development of internal-use software to reflect the evolution of software development from a sequential to an agile development method by removing references to project stages in the existing guidance and requiring capitalization of software costs when management has authorized and committed to funding a software project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted as of the beginning of a fiscal year. The Group is evaluating the effects, if any, of the adoption of these guidance on its consolidated financial statements and related disclosure.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. ASU 2025-11 is effective for public business entities for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. For entities other than public business entities, this amendment is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted. The Group is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(ab) Recent accounting pronouncements - continued

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

SCHEDULE OF PERFORMANCE BASED ON OPERATING SEGMENTS REVENUS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 126,526,546	$ 85,266,306	$ 83,668,441
Cost of revenue	128,008,534	82,255,771	76,469,755
Cost of revenue	(128,008,534)	(82,255,771)	(76,469,755)
Gross profit	(1,481,988)	3,010,535	7,198,686
Selling and marketing expenses	6,989,501	8,130,777	6,577,396
Selling and marketing expenses	(6,989,501)	(8,130,777)	(6,577,396)
General and administrative expenses	50,338,759	11,768,315	15,273,231
General and administrative expenses	(50,338,759)	(11,768,315)	(15,273,231)
Other income (loss)	(2,921,567)	1,833,477	193,237
Loss before tax	(251,584,044)	(15,055,080)	(14,458,704)
Changes in fair value of receivable for bitcoin collateral	2,931,287
Changes in fair value of receivable for bitcoin collateral	(2,931,287)
Realized gain on sale of Bitcoin	4,578
Impairment of goodwill	(122,519,218)
Impairment of intangible assets	(64,406,302)
PRC And Other Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	103,635,985	81,671,464	75,179,138
Cost of revenue	(101,179,388)	(79,086,246)	(72,014,675)
Cost of revenue	101,179,388	79,086,246	72,014,675
Gross profit	2,456,597	2,585,218	3,164,463
Selling and marketing expenses	(5,780,199)	(6,731,281)	(5,079,314)
Selling and marketing expenses	5,780,199	6,731,281	5,079,314
General and administrative expenses	(34,288,425)	(9,947,933)	(13,027,899)
General and administrative expenses	34,288,425	9,947,933	13,027,899
Other income (loss)	(2,574,725)	1,587,144	251,402
Loss before tax	(40,186,753)	(12,506,852)	(14,691,348)
Changes in fair value of receivable for bitcoin collateral
Changes in fair value of receivable for bitcoin collateral
Realized gain on sale of Bitcoin
Impairment of goodwill
Impairment of intangible assets
Ninjas in Pyjamas [Member]
Segment Reporting Information [Line Items]
Revenues	2,826,303	3,594,842	8,489,303
Cost of revenue	(4,131,892)	(3,169,525)	(4,455,080)
Cost of revenue	4,131,892	3,169,525	4,455,080
Gross profit	(1,305,589)	425,317	4,034,223
Selling and marketing expenses	(1,209,302)	(1,399,496)	(1,498,082)
Selling and marketing expenses	1,209,302	1,399,496	1,498,082
General and administrative expenses	(15,950,274)	(1,820,382)	(2,245,332)
General and administrative expenses	15,950,274	1,820,382	2,245,332
Other income (loss)	(37,997)	246,333	(58,165)
Loss before tax	(205,428,682)	(2,548,228)	232,644
Changes in fair value of receivable for bitcoin collateral
Changes in fair value of receivable for bitcoin collateral
Impairment of goodwill	(122,519,218)
Impairment of intangible assets	(64,406,302)
Mining Business [Member]
Segment Reporting Information [Line Items]
Revenues	20,064,258
Cost of revenue	(22,697,254)
Cost of revenue	22,697,254
Gross profit	(2,632,996)
Selling and marketing expenses
Selling and marketing expenses
General and administrative expenses	(100,060)
General and administrative expenses	100,060
Other income (loss)	(308,845)
Loss before tax	(5,968,609)
Changes in fair value of receivable for bitcoin collateral	(2,931,287)
Changes in fair value of receivable for bitcoin collateral	2,931,287
Realized gain on sale of Bitcoin	4,578
Impairment of goodwill
Impairment of intangible assets

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

27. SUBSEQUENT EVENTS

On January 9, 2026, the Company entered into an amendment to its second tranche asset purchase agreement (the “Amended Asset Purchase Agreement”). As revised under this amendment, the proposed asset acquisition transaction will be completed in multiple closings. The initial closing was completed on January 9, 2026 and settled through the issuance of 167,917,734 Class A ordinary shares of the Company to the sellers and/or their assignees. The subsequent closings are expected to be completed in 2026. There can be no assurance that the closing conditions will be satisfied, nor that the proposed asset purchase will be completed. The total mining capacity contemplated under, and the maximum aggregate number of Class A ordinary shares being issued as consideration of, the asset purchase remains the same as set out in the Amended Asset Purchase Agreement.

In January 2026, the Company amended and restated its previously adopted 2025 Share Incentive Plan, as approved and authorized by the board of directors of the Company, effective on December 31, 2025. The maximum aggregate number of ordinary shares of the Company available for grant of awards increased from 45,430,307 under the original 2025 Share Incentive Plan to 164,946,296 under the Amended and Restated 2025 Share Incentive Plan. Other terms of the original 2025 Share Incentive Plan remain substantially the same.

The Group has evaluated other subsequent events through the date of issuance of the consolidated financial statements, the Group did not identify any other subsequent events with material financial impact on the Group’s consolidated financial statements.

RECEIVABLE FOR BITCOIN COLLATERAL, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Receivable For Bitcoin Collateral Net
Number of bitcoin	189.93
Fair value of bitcoin collateral	$ 16,807,916
Provision for credit losses for bitcoin collateral

ORGANIZATION AND PRINCIPAL ACTIVITIES

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND PRINCIPAL ACTIVITIES

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Principal activities

NIP Group Inc. (the “Company”) was incorporated under the laws of the Cayman Islands on February 5, 2021. The Company through its wholly-owned subsidiaries (collectively, the “Group”), primarily engages in esports teams’ operation, talent management service, event production and Bitcoin mining in the People’s Republic of China (“PRC” or “China”), Sweden, United States (“US”) and other countries and regions. The Company completed its initial public offering (the “IPO”) on the NASDAQ Stock Exchange in the United States of America in July 2024.

History of the Group and Basis of Presentation

Business acquisition and termination of Young Will

In order to complete the business acquisition of Wuhan Young Will Ltd (“Young Will”) as disclosed in Note 3.2, a series of restructuring transaction have been completed, and upon the completion of such restructuring, (i) 100% issued and outstanding share capital of ZSZQ Limited (“Young Cayman”) is collectively owned by the shareholders of Young Will, (ii) 100% share capital of ZSZQ (HK) Limited.(“Young HK”) is owned by Young Cayman, (iii) 100% equity interest of Beijing ZSZQ Network Technology Co., Ltd. (“Young WFOE”) is owned by Young HK, (iv) Young WFOE entered into Share Swap Arrangements with Young Will and its shareholders.

On July 31, 2025, the Company entered into a termination arrangement with Young Will and its shareholders to terminate the Share Swap Arrangement for the restructuring transaction above. As of July 31, 2025, all Class A Ordinary Shares previously issued under the Share Swap Agreement have been surrendered and cancelled in full. No Class A Ordinary Shares remain outstanding in relation to the transaction.

Business acquisition of Jinyuanbao

On September 23, 2024, Wuhan Alunyou Network Information Development Co., Ltd. (“Wuhan Alunyou”) entered into a Share Transfer Agreement (“Jinyuanbao Agreement”) with the beneficial owners of Shanghai Jinyuanbao Duoduo Entertainment Development Co., Ltd. (“Jinyuanbao”). According to the “Agreement”, Wuhan Alunyou acquired 90% of Jinyuanbao’s equity. Before the business combination, Wuhan Alunyou and its shareholders signed contractual arrangements with Wuhan Muyecun.

Asset acquisition of Bitcoin mining machines

On June 27, 2025, the Company entered into a definitive Asset Purchase Agreement (the “APA”) to acquire on-rack crypto mining machines from Fortune Peak Limited and Apex Cyber Capital Limited (together, the “Sellers”). These mining machines are used for Bitcoin mining. Pursuant to the APA, the consideration was priced at USD 8.00 per TH/s and the issue price of each American Depositary Share (ADS) was fixed at USD 0.4165234. Based on the aforesaid terms, the aggregate consideration for the total 3.1EH/s hash rate under the APA amounted to approximately USD 25 million.

On September 5, 2025, upon the closing of the transaction, the Company issued 119,553,439 Class A ordinary shares of the Company to the sellers. In connection with the consummation of the proposed transactions contemplated by the Agreement, the Company and the Sellers entered into an investor rights agreement to define certain rights and obligations among them with respect to the Company.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES – Continued

As of December 31, 2025, details of the Company’s subsidiaries, VIEs and VIEs’ subsidiaries were as follows:

SCHEDULE OF COMPANY’S SUBSIDIARIES

Name	Place and date of Incorporation	Percentage of effective ownership	Principal Activities

Subsidiaries
Ninjas in Pyjamas Gaming AB (“Ninjas in Pyjamas”)	Sweden, January, 2014	100%	Esports teams operation
NIPG FZ LLC	Abu Dhabi, January 16, 2024	100% owned by Ninjas in Pyjamas	Esports teams operation
ESVF (HONG KONG) Esports Limited (“ESVF HK”)	Hong Kong, March 4, 2021	100%	Investment holding
Wuhan Muyecun Internet Technology Co., Ltd. (“Wuhan Muyecun” or “WFOE”)	Wuhan, July 9, 2021	100% owned by ESVF HK	Investment holding
Wuhan Xingjingweiwu Culture & Sports Development Co., Ltd. (“Wuhan ESVF”)	Wuhan, June 1, 2016	100% owned by WFOE	Esports teams operation and talent management service
Shenzhen Weiwu Esports Internet Technology Co., Ltd. (“Shenzhen VF”)	Shenzhen, December 20, 2018	100% owned by Wuhan ESVF	Esports teams operation
Shenzhen Dawei Xianglong Sports Co., Ltd (“Dawei Xianglong”)	Shenzhen, January 15, 2021	60% owned by Shenzhen VF	Event production
Wuhan Xingjing Interactive Entertainment Co., Ltd (“Xingjing Entertainment”)	Wuhan, October 23, 2019	100% owned by Wuhan ESVF	Esports teams operation and talent management service
Chengdu Xingjing Weiwu Culture Media Co., Ltd (“Chengdu Xingjing Weiwu”)	Sichuan, January 5, 2023	100% owned by Wuhan ESVF	Esports teams operation
Shanghai Xingzhi Culture Media Co., Ltd (“Xingzhi Media”)	Shanghai, May 5, 2017	100% owned by Wuhan ESVF	Esports teams operation
Wuhan Xinghui Culture Media Co., Ltd. (“Xinghui Media”)	Wuhan, February 4, 2021	100% owned by Wuhan ESVF	Esports teams operation and talent management service
Taicang Xingjingweiwu Culture Media Co., Ltd (“Taicang Xingjing”)	Taicang, September 8, 2021	100% owned by Wuhan ESVF	Esports teams operation
Zhoushan Xingjing Internet Technology Co., Ltd (“Zhoushan Xingjing”)	Zhoushan, August 2, 2021	80% owned by Wuhan ESVF	Talent management service
Zhoushan Jingxi Internet Technology Co., Ltd (“Zhoushan Jingxi”)	Zhoushan, August 2, 2021	80% owned by Wuhan ESVF	Talent management service
Hongli Culture Communication (Wuhan) Co., Ltd (“Hongli Culture”)	Wuhan, December 26, 2017	60.67% owned by Wuhan ESVF	Event production
Wuhan Yingciyuan Information Technology Co., Ltd (“Wuhan Yingciyuan”)	Wuhan, November 17, 2022	51% owned by Hongli Culture	Event production
Xiamen Yingciyuan Education Technology Co., Ltd. (“Xiamen Yingciyuan”)	Xiamen, April 4, 2023	51% owned by Hongli Culture	Event production
Changsha Liyao Cultural Communication Co., Ltd (“Changsha Liyao”)	Changsha, May 19, 2023	75% owned by Hongli Culture	Event production
Hongli Culture Communication (Beijing) Co., Ltd (“Hongli Culture Beijing”)	Beijing, March 25, 2024	51% owned by Hongli Culture	Event production
Hongxiaoli Culture Communication (Hangzhou) Co., Ltd (“Hangzhou Hongxiaoli Culture”)	Hangzhou, April 8, 2024	51% owned by Hongli Culture	Event production
HongXiaoli Culture Communication (Wuhan) Co., Ltd(“Wuhan HongXiaoli Culture”)	Wuhan, February 11, 2025	100% owned by Hongli Culture	Event production
HongDali Culture Communication (Shanghai) Co., Ltd(“Wuhan HongXiaoli Culture”)	Shanghai, March 10, 2025	70% owned by Hongli Culture	Event production
Wuhan Xingyao Future Culture Media Co., Ltd(“Xingyao Future”)	Wuhan, March 5, 2025	60% owned by Wuhan ESVF	Talent management service
Xingjing Entertainment (Beijing) Cultural Development Co., Ltd(“Beijing Xingjing Entertainment”)	Beijing, April 30, 2025	49.94% owned by Wuhan ESVF	Event production
Shenzhen Xingjing Weiwu Technology Co., Ltd(“Shenzhen Xingjing”)	Shenzhen, January 5, 2023	99% owned by WFOE	Talent management service
NIPG HOLDINGS LIMITED(“NIPG HOLDINGS”)	Abu Dhabi, May 27, 2025	100%	Investment holding
Hongli Culture Communication (Guangxi) Co., Ltd.(“Guangxi Hongli Culture”)	Guangxi, June 5, 2025	65% owned by Wuhan ESVF	Event production
Shanghai Xingyu Culture Communication Co., Ltd.(“Shanghai Xingyu Culture”)	Shanghai, June 26, 2025	100% owned by Beijing Xingjing Entertainment	Event production
Chengdu Qiyuhai Culture and Entertainment Co., Ltd.(“Chengdu Qiyuhai”)	Chengdu, May 23, 2025	100% owned by Beijing Xingjing Entertainment	Event production
Mining Ninjas Ltd. (“Mining BVI”)	British Virgin Islands, July 4, 2025	100% owned by NIPG HOLDINGS	Mining Business
Mining Ninjas US, Inc.(“Mining US”)	US, July 16, 2025	100% owned by Mining BVI	Mining Business
Mining Ninjas Kazakh Limited(“Mining Kazakh”)	Kazakhstan, September 11, 2025	100% owned by Mining BVI	Mining Business
Hainan Huanju Commercial Investment Co., Ltd.(“Hainan Huanju”)	Hainan, October 31, 2025	70% owned by WFOE	Investment holding
Hainan Xingjing Weiwu Cultural and Sports Development Co., Ltd.	Hainan, November 03, 2025	100% owned by ESVF HK	Investment holding
VIEs
Wuhan Alunyou Network Information Development Co., Ltd.(“Wuhan Alunyou”)	Wuhan,August 21, 2024	VIE	Game Publishing

VIEs’ Subsidiaries
Shanghai Jinyuanbao Duoduo Entertainment Development Co., Ltd.(“Jinyuanbao”)	Shanghai, February 5, 2024	90% owned by Wuhan Alunyou	Game Publishing
Hangzhou Yinyuan Entertainment Development Co., Ltd.(“Hangzhou Yinyuan”)	Hangzhou, July 8, 2024	100% owned by Jinyuanbao	Game Publishing

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES – Continued

The contractual arrangements between Wuhan Muyecun, Wuhan Alunyou and its shareholders were entered into in September 2024. The contractual arrangements between Young WFOE, Young Will and its shareholders were entered into in September 2024. These contractual agreements include, Exclusive Business Cooperation Agreement, Equity Interest Pledge Agreement, Powers of Attorney, Exclusive Option Agreement and Spousal Consent Letter (collectively the “VIE Agreements”). Pursuant to the VIE Agreements between Wuhan Muyecun and Wuhan Alunyou and its shareholders, WFOE, which is Wuhan Muyecun, has the exclusive right to provide to Wuhan Alunyou consulting services related to business operations including technical and management consulting services. The VIE Agreements are designed to provide WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wuhan Alunyou, including absolute control rights and the rights to the assets, property, and revenue of Wuhan Alunyou. Pursuant to the VIE Agreements between Young WFOE and Young Will and its shareholders, Young WFOE has the exclusive right to provide to Young Will consulting services related to business operations including technical and management consulting services. The VIE Agreements are designed to provide Young WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the sole equity holder of Young Will, including absolute control rights and the rights to the assets, property, and revenue of Young Will. As a result of direct ownership in the Young WFOE and WFOE through the VIE Agreements, Wuhan Alunyou and Young Will should be treated as variable interest entity under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation and the Company is regarded as the primary beneficiary of VIE. The Company treats VIE as its consolidated entities under U.S. GAAP.

The contractual arrangements between Young WFOE, Young Will and its shareholders have been terminated on July 31, 2025.

Exclusive Business Cooperation Agreement

Pursuant to the exclusive business cooperation agreement between Wuhan Muyecun and Wuhan Alunyou, Wuhan Muyecun has the exclusive right to provide, among other things, technological development, technological support, consultation and related services to Wuhan Alunyou. In exchange, Wuhan Alunyou pays service fees at any time agreed by the parties to Wuhan Muyecun in an amount consisting of management fee and fee for services provided, which shall be reasonably determined by Wuhan Muyecun based on the factors as provided in the exclusive business cooperation agreement. Without the prior written consent of Wuhan Muyecun, Wuhan Alunyou cannot assign its rights and obligations to any third party. Wuhan Muyecun has the exclusive and complete ownership of all intellectual property rights created as a result of the performance of this agreement. The exclusive business cooperation agreement continues to be effective unless it is terminated by written notice of Wuhan Muyecun or according to the provisions of this agreement.

The exclusive technology and consulting service agreement between Beijing ZSZQ and Young Will contains terms substantially similar to the exclusive business cooperation agreement described above.

Exclusive Option Agreement

Under the exclusive option agreement among Wuhan Muyecun, Wuhan Alunyou and its shareholders, each of the shareholders of Wuhan Alunyou has irrevocably granted Wuhan Muyecun or its designee(s) an exclusive option to purchase, at any time and to the extent permitted under PRC laws, all or any part of their equity interests in Wuhan Alunyou at the price specified in the exclusive option agreement, or the lowest price permitted under applicable PRC laws if there is any statutory requirement about the consideration under PRC laws. Wuhan Alunyou and/or its shareholders covenant that, without Wuhan Muyecun’s prior written consent, they will not, among other things, sell, transfer, mortgage or otherwise dispose of their equity interests in Wuhan Alunyou, or create any encumbrance on their equity interests in Wuhan Alunyou, except for those encumbrances created under the equity interest pledge agreement, the powers of attorney of Wuhan Alunyou’s shareholders, and the exclusive option agreement. The exclusive option agreement will be terminated when the entire equity interests in Wuhan Alunyou have been transferred to Wuhan Muyecun or its designee(s) pursuant to this agreement.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES – Continued

The exclusive option agreement among Beijing ZSZQ, Young Will and its shareholders contains terms substantially similar to the exclusive option agreement described above.

Powers of Attorney

Pursuant to the powers of attorney granted by the shareholders of Wuhan Alunyou, each of the shareholders of Wuhan Alunyou irrevocably appointed Wuhan Muyecun as their exclusive agent and attorney- in-fact to act on their behalf on all shareholder matters of Wuhan Alunyou and exercise all rights as shareholders of Wuhan Alunyou. The powers of attorney remain irrevocably effective as long as such shareholders remain as Wuhan Alunyou’s shareholders, unless otherwise instructed by Wuhan Muyecun.

Each of the shareholders of Young Will has executed a powers of attorney to irrevocably appointed Beijing ZSZQ as their exclusive agent and attorney-in-fact to act on their behalf on all shareholder matters of Young Will and exercise all rights as shareholders of Young Will. These powers of attorney contain terms substantially similar to the powers of attorney described above.

Equity Interest Pledge Agreement

Pursuant to the equity interest pledge agreement among Wuhan Muyecun, Wuhan Alunyou and the shareholders of Wuhan Alunyou, the shareholders of Wuhan Alunyou pledged their equity interests in Wuhan Alunyou to Wuhan Muyecun to secure their obligations under the exclusive business cooperation agreement, exclusive option agreement and powers of attorney. The shareholders of Wuhan Alunyou further agreed to not transfer, create or allow any encumbrance on the pledged equity interests without the prior written consent of Wuhan Muyecun. The equity interest pledge agreement shall remain binding until the contractual obligations under the associated contractual agreements are fully fulfilled, and the service fees and other expenses incurred for the fulfillment of such agreements have been fully paid.

The equity interest pledge agreement among Beijing ZSZQ, Young Will and its shareholders contains terms substantially similar to the equity interest pledge agreement described above.

Spousal Consent Letter

Pursuant to the spouse consent, the spouse of the individual shareholder of Wuhan Alunyou unconditionally and irrevocably agreed that the equity interests in Wuhan Alunyou held by and registered in the name of such shareholder be disposed of in accordance with the equity interest pledge agreement, the exclusive option agreement and the powers of attorney described above, and that such shareholder may perform, amend or terminate such agreements without such spouse’s additional consent. Additionally, such spouse unconditionally and irrevocably waived any rights or interests in the equity interests in Wuhan Alunyou and undertook not to assert any rights over the equity interests in Wuhan Alunyou held by such shareholder. In addition, in the event that such spouse obtains any equity interests in Wuhan Alunyou held by such shareholder for any reason, such spouse agrees to be bound by and sign any legal documents substantially similar to the contractual arrangements described above, as may be amended from time to time.

Risks in relation to the VIE structure

The Company believes that the contractual arrangements with its VIEs and their respective shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could, among others:

● revoking the business licenses and/or operating licenses of the Company;

● discontinuing or placing restrictions or onerous conditions on the operations;

● imposing fines, confiscating the income from WFOE, Young WFOE or the VIEs, or imposing other requirements with which the Company or the VIEs may not be able to comply;

● requiring the Company to restructure the ownership structure or operations, including terminating the contractual arrangements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIEs, or imposing restrictions on the Company’s right to collect revenues;

● imposing additional conditions or requirements with which the Company may not be able to comply;

● requiring the Company to restructure the operations in such a way as to compel the Company to establish a new enterprise, re-apply for the necessary licenses or relocate our businesses, staff and assets; or

● restricting or prohibiting the Company use of the proceeds of overseas offering to finance the business and operations in China.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES – Continued

The Company’s ability to conduct its business may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, The Company may not be able to consolidate its VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and their respective shareholders and it may lose the ability to receive economic benefits from the VIEs. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiaries and VIEs.

The interests of the shareholders of VIEs may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing VIE not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of VIE will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. The Company believes the shareholders of VIE will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of VIE should they act to the detriment of the Company. The Company relies on certain current shareholders of VIE to fulfill their fiduciary duties and abide by laws of the PRC and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of VIE, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.

The following financial information of the VIEs and VIEs’ subsidiaries were included in the accompanying consolidated financial statements as of December 31, 2025:

	As of December 31, 2024		As of December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	436,302	$	186
Accounts receivable		1,182,352		7,286
Advance to suppliers		398,467		394,128
Amounts due from related parties		411,511		-
Prepaid expenses and other current assets, net		309,184		161,587
Total current assets		2,737,816		563,187

Non-current assets:
Property and equipment, net		73,076		4,633
Intangible assets, net		942,410		646,414
Right-of-use assets		379,083		-
Other non-current assets		638,106		-
Total non-current assets		2,032,675		651,047

Total assets	$	4,770,491	$	1,214,234

LIABILITIES
Current liabilities:
Short-term borrowings	$	1,372	$	-
Accounts payable		981,004		3,503
Accrued expenses and other liabilities		737,386		440
Deferred revenue		670,064		456,799
Operating lease liabilities, current		265,623		-
Amount due to related parties-current		14,360		-
Amounts due to subsidiaries of the Group		3,822,831		3,364,617
Total current liabilities		6,492,640		3,825,359

Non-current liabilities:
Amount due to a related party-non-current		58,996		-
Total non-current liabilities:		58,996		-
Total liabilities	$	6,551,636	$	3,825,359

	For the year ended December 31, 2024			For the year ended December 31, 2025

Total net revenue	$	2,047,005		$	4,943,778
Net (loss) income	$	(1,790,687	)	$	177,738

	For the year ended December 31, 2024			For the year ended December 31, 2025

Net cash used in operating activities	$	(958,084	)	$	(10,080	)
Net cash used in investing activities	$	-		$	-
Net cash provided by financing activities	$	-		$	12,522

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

RELATED PARTY TRANSACTIONS

23. RELATED PARTY TRANSACTIONS

The following is a list of related parties which the Group has transactions with:

No.	Name of Related Parties	Relationship with the Group
1	Wuhan Linyu Ecological Group Co., Ltd.(“Wuhan Linyu”)	Entity controlled by Wuhan Tourism&Sports Group
2	Shenzhen Media Group (“Shenzhen Media”)	Shareholder of the Group and minority shareholder of Dawei Xianglong
3	Wuhan Suran Culture Media Co., Ltd.(“Wuhan Suran”) ⁽¹⁾	⁽¹⁾
4	Wuhan Yingyi Culture Media Co., Ltd. (“Wuhan Yingyi”) ⁽¹⁾	⁽¹⁾
5	Wuhan Lingsheng Culture and Technology Co., Ltd.(“Wuhan Lingsheng”) ⁽¹⁾	⁽¹⁾
6	HaoMing Yu	Vice President
7	Liwei Sun	Director and President
8	Phase Two Limited⁽²⁾	Entity which the Group holds 40% beneficial ownership.
9	Mario Yau Kwan Ho	Chairman and Co-Chief Executive Officer
10	Xingjing Culture Media	Entity controlled by Liwei Sun

(1)		Wuhan Suran, Wuhan Yingyi and Wuhan Lingsheng is no longer considered related parties due to disposal of Young Will.
(2)		Phase Two Limited was established on December 4, 2025, with NIP Group Inc. holding a 40% beneficial ownership;

Amounts due from related parties

Amounts due from related parties consisted of the following for the periods indicated.

	As of December 31,
	2024		2025
Shenzhen Media ⁽¹⁾		252,079		263,117
Liwei Sun ⁽²⁾		36,150		37,733
Phase Two Limited⁽³⁾		-		17,151
Shenzhen Xingjing ⁽⁴⁾		196,437		-
Shengjie Huang ⁽⁵⁾	$	411,511	$	-
Total	$	896,177	$	318,001

(1)	The balance represented the accounts receivable for providing esports service to related parties.

(2)	The balance represented interest-free loan to related parties, which were due on demand.

(3)	Phase Two Limited was established on December 4, 2025; The balance represents the advance payment we made on behalf of the related party for the company’s registration expenses.

(4)	Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

(5)	Shengjie Huang is no longer considered related parties due to disposal of Young Will.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

23. RELATED PARTY TRANSACTIONS - Continued

Amounts due to related parties

Amount due to related parties consisted of the following for the periods indicated:

	2024		2025
	As of December 31,
	2024		2025
Shenzhen Media ⁽¹⁾	$	946,944	$	1,417,402
Mario Yau Kwan Ho ⁽²⁾		325,277		148,665
Xingjing Culture Media ⁽³⁾		86,228		90,003
Wuhan Lingsheng		5,353		-
Wuhan Yingyi		9,006		-
Subtotal of amount due to related parties-current		1,372,808		1,656,070
Shenzhen Xingjing ⁽⁴⁾		131,017		-
Subtotal of amount due to related parties-non-current		131,017		-
Total	$	1,503,825	$	1,656,070

(1)

In April 2021, the Group entered into a cooperation agreement with the related party and agreed to allocate 60% of the government subsidies received to the related party. As of December 31, 2024 and December 31, 2025, the balance represents government subsidies the Group received and should pay to the related party.

(2)

The balances represented the service fee for Mario Yau Kwan Ho who provided services to the reality show that hosted by the customers.

(3)

The balances represented interest-free loan from related parties for daily operations, which were due on demand.

(4)

Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

23. RELATED PARTY TRANSACTIONS - Continued

The following is a list of related parties which the Group has major transactions with:

	2023		2024		2025
Nature	For the years ended December 31,
	2023		2024		2025
Shenzhen Media
Government subsidies that should be distributed to Shenzhen Media ⁽¹⁾		423,675		416,914		413,644
Sponsorships and advertising services provided by the Group ⁽²⁾		423,675		-		-
Rental expense		610,092		16,579		-
Event production service provided by Shenzhen Media		14,687		2,622		-
Repayment of government subsidies distributed to Shenzhen Media		282,450		-		-
Event production service provided by the Group		-		437,891		-
Event operation service provided by Shenzhen Media		-		119,571		-
						-
*Wuhan Suran⁽²⁾*
Talent management service provided by the Group⁽²⁾		-		37,586		60,818

*Wuhan Yingyi⁽²⁾*
Talent management service provided by Group⁽²⁾		-		14,967		32,690

*Wuhan Lingsheng⁽²⁾*
Talent management service provided by Group⁽²⁾		-		7,258		12,345

Wuhan Linyu
Services provided by Wuhan linyu		6,758		5,489		5,187
Repayment of services provided by Wuhan Linyu		8,106		5,489		5,187
Interest expenses paid to Wuhan Linyu		-		-		-

*Phase Two Limited*
Prepaid expenses paid by the Group		-		-		17,151

HaoMing Yu
Loan to HaoMing Yu		-		-		33,391
Collection of loan to HaoMing Yu		-		-		33,391

*Wuhan Tourism&Sports Group*
Sponsorships and advertising services provided by the Group		666,156		600,898		-

Mario Yau Kwan Ho
Reality show service provided by Mario Yau Kwan Ho		146,822		224,528		-
Repayment of reality show service provided by Mario Yau Kwan Ho		667,994		39,048		-

*Tianjin LLP*
Payment to Tianjin LLP for Wuhan ESVF’s share purchase		-		62,702		-
Collection of loan to Tianjin LLP		-		278		-

*Shenzhen Xingjing Weiwu Education Technology Co., Ltd.⁽³⁾*
Event production services provided by the Group⁽³⁾		75,988		25,297		-
Loan to Shenzhen Xingjing Weiwu Education Technology Co., Ltd.⁽³⁾		152,304		1,042		-

Xingjing Culture Media
Loan from Xingjing Culture Media		282,507		-		-
Loan repayment to Xingjing Culture Media		3,588,153		-		-

*Liwei Sun*
Loan to Liwei Sun		49,429		-		-
Collection of loan to Liwei Sun		49,429		-		-
Related party transaction amounts		49,429		-		-

(1)

The Group entered into a cooperation agreement with the related party and agreed to allocate 60% of the government subsidies received to the related party.

(2)

Wuhan Suran, Wuhan Yingyi and Wuhan Lingsheng is no longer considered related parties due to disposal of Young Will.

(3)

Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Investments, All Other Investments [Abstract]

SHORT-TERM INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF SHORT-TERM INVESTMENTS

	2024			2025
	As of December 31,
	2024			2025
Fund	$	3,000,000		$	2,995,607
Fair value change		(4,393	)		212,851
Total short-term investments	$	2,995,607		$	3,208,458

The entire disclosure for investments owned by investment company.

SCHEDULE OF CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Condensed Financial Statements, Captions [Line Items]
General and administrative expenses		$ (50,338,759)	$ (11,768,315)	$ (15,273,231)
Equity in loss of subsidiaries	$ 1,911,840	(1,911,840)
Net loss		(238,118,837)	(12,685,321)	(13,257,849)
Total comprehensive loss attributable to NIP Group Inc.		(202,232,997)	(28,637,365)	(8,004,774)
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Financial income(expense), net		(124,654)	34,650	26,175
General and administrative expenses		(38,562,989)	(1,215,614)	(694,745)
Equity in loss of subsidiaries		(196,880,290)	(11,508,821)	(12,589,459)
Net loss		(237,479,773)	(12,689,785)	(13,258,029)
Total comprehensive loss attributable to NIP Group Inc.		$ (202,232,997)	$ (28,637,365)	$ (8,004,774)

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF PROPERTY AND EQUIPMENT NET

Property and equipment, net, consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT NET

	2024		2025
	As of December 31,
	2024		2025
Mining machines⁽¹⁾	$	-	$	20,298,900
Leasehold improvement		3,976,224		4,128,007
Electronic equipment		620,261		569,462
Furniture		404,188		427,748
Vehicles and canteen equipment		227,745		218,840
Subtotal		5,228,418		25,642,957
Less: accumulated depreciation		2,185,146		7,427,209
Property and equipment, net	$	3,043,272	$	18,215,748

(1)

As of December 31, 2025, the Group pledged all of its mining machines as collateral under its debt arrangements with Antalpha Digital Pte. Ltd., to maintain compliance with the loan-to-value ratio requirements (refer to Note 12).

RESTRICTED NET ASSETS

12 Months Ended

Dec. 31, 2025

Receivables [Abstract]

RESTRICTED NET ASSETS

20. RESTRICTED NET ASSETS

A significant portion of the Group’s operations are conducted through its PRC (excluding Hong Kong) subsidiaries, the Group’s ability to pay dividends is primarily dependent on receiving distributions of funds from subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by our subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. The Group is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the shareholders. Paid-in capital of our subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes.

As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. As of December 31, 2024 and 2025, net assets restricted in the aggregate, which include paid-in capital and statutory reserve funds of the Group’s PRC subsidiaries, that are included in the consolidated net assets were $71,658,818 and $47,897,393, respectively.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

SCHEDULE OF AMORTIZATION AMOUNT OF INTANGIBLE ASSET (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
2026	$ 2,896,456
2027	855,318
2028	365,835
2029	155,654
2030	64,757
Thereafter	265,074
Total	$ 4,603,094	$ 14,210,824

ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		12 Months Ended
	Jun. 27, 2025	Sep. 30, 2025	Oct. 31, 2024	Dec. 31, 2025
ZSZQ Limited [Member] \| Class A Ordinary Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class A ordinary shares issued		119,553,439	9,202.12
Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition issue price	$ 0.4165234
Asset acquisition consideration	$ 25
Young Will Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition description				(i) 100% issued and outstanding share capital of ZSZQ Limited (“Young Cayman”) is collectively owned by the shareholders of Young Will, (ii) 100% share capital of ZSZQ (HK) Limited.(“Young HK”) is owned by Young Cayman, (iii) 100% equity interest of Beijing ZSZQ Network Technology Co., Ltd. (“Young WFOE”) is owned by Young HK, (iv) Young WFOE entered into Share Swap Arrangements with Young Will and its shareholders.
Fortune Peak Limited and Apex Cyber Capital Limited [Member] \| Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition share price	$ 8.00

SCHEDULE OF DISAGGREGATED REVENUE FROM CONTRACT WITH CUSTOMERS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Product Information [Line Items]
Total revenue	$ 126,630,277	$ 85,318,436	$ 83,724,966
Bitcoin mining	20,064,258
Transferred at Point in Time [Member]
Product Information [Line Items]
Total revenue	5,466,113	2,977,125	990,626
Transferred over Time [Member]
Product Information [Line Items]
Total revenue	121,164,164	82,341,311	82,734,340
PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	103,739,716	81,723,594	75,235,663
Ninjas in Pyjamas [Member]
Product Information [Line Items]
Total revenue	2,826,303	3,594,842	8,489,303
Talent Management Service of Third Party Online Enterainers [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	62,825,921	47,307,158	52,650,550
Event Production [Member]
Product Information [Line Items]
Total revenue	31,922,001	23,285,775	9,409,795
Event Production [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	31,922,001	23,285,775	9,409,795
Tournament Participation Of Esports [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	4,723,662	6,120,350	5,457,029
Tournament Participation Of Esports [Member] \| Ninjas in Pyjamas [Member]
Product Information [Line Items]
Total revenue	1,673,916	2,429,327	2,242,477
Player Transfer and Rental Fee [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	1,982,072	832,124	389,881
Player Transfer and Rental Fee [Member] \| Ninjas in Pyjamas [Member]
Product Information [Line Items]
Total revenue	119,472	204,292	459,887
Sales of Branded Merchandise [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	971,380	70,053	143,260
Sales of Branded Merchandise [Member] \| Ninjas in Pyjamas [Member]
Product Information [Line Items]
Total revenue	28,679	43,483	41,077
Talent Management Service of Esports [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	848,418	544,639	1,115,057
Sponsorships and Advertising [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	113,404	3,093,051	5,638,612
Sponsorships and Advertising [Member] \| Ninjas in Pyjamas [Member]
Product Information [Line Items]
Total revenue	733,669	767,749	2,508,686
Other [Member] \| PRC And Other Subsidiaries [Member]
Product Information [Line Items]
Total revenue	352,858	470,444	431,479
Other [Member] \| Ninjas in Pyjamas [Member]
Product Information [Line Items]
Total revenue	$ 270,567	$ 149,991	$ 3,237,176

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

SEGMENT INFORMATION

15. SEGMENT INFORMATION

The CODMs review financial information of operating segments based on internal management report when making decisions about allocating resources and assessing the performance of the Group. As a result of the assessment made by CODMs, the Group has three reportable segments, including PRC and other entities, Ninjas in Pyjamas and Bitcoin mining business. The CODMs, comprising the Group’s Chairman and Co-Chief Executive Officer and the Director and Co-Chief Executive Officer, collectively make operating decisions, assess financial performance, and allocate resources across all reportable segments.

The Group manages and assesses the performance of its reportable segments by their revenue and operating profit. As part of the CODM’s review of segment-level performance, the CODMs review these measures of income of each reportable segment, which drives the evaluation of the performance of the Group’s reportable segments and allocation of resources to those segments. The significant segment expense categories included in the table below augment the Group’s understanding of operating results:

	For the year ended December 31, 2023
	PRC and other subsidiaries			Ninjas in Pyjamas			Mining Business		Consolidated
Revenue	$	75,179,138		$	8,489,303			-	$	83,668,441
Cost of revenue		(72,014,675	)		(4,455,080	)		-		(76,469,755	)
Gross profit		3,164,463			4,034,223			-		7,198,686
Selling and marketing expenses		(5,079,314	)		(1,498,082	)		-		(6,577,396	)
General and administrative expenses		(13,027,899	)		(2,245,332	)		-		(15,273,231	)
Other income(loss)		251,402			(58,165	)		-		193,237
(Loss) profit before tax		(14,691,348	)		232,644			-		(14,458,704	)

	For the year ended December 31, 2024
	PRC and other subsidiaries			Ninjas in Pyjamas			Mining Business		Consolidated
Revenue	$	81,671,464		$	3,594,842			-	$	85,266,306
Cost of revenue		(79,086,246	)		(3,169,525	)		-		(82,255,771	)
Gross profit		2,585,218			425,317			-		3,010,535
Selling and marketing expenses		(6,731,281	)		(1,399,496	)		-		(8,130,777	)
General and administrative expenses		(9,947,933	)		(1,820,382	)		-		(11,768,315	)
Other income		1,587,144			246,333			-		1,833,477
Loss before tax		(12,506,852	)		(2,548,228	)		-		(15,055,080	)

				For the year ended December 31, 2025
	PRC and other subsidiaries			Ninjas in Pyjamas			Mining Business			Consolidated
Revenue	$	103,635,985			2,826,303			20,064,258			126,526,546
Cost of revenue		(101,179,388	)		(4,131,892	)		(22,697,254	)		(128,008,534	)
Gross profit		2,456,597			(1,305,589	)		(2,632,996	)		(1,481,988	)
Selling and marketing expenses		(5,780,199	)		(1,209,302	)		-			(6,989,501	)
General and administrative expenses		(34,288,425	)		(15,950,274	)		(100,060	)		(50,338,759	)
Changes in fair value of receivable for bitcoin collateral		-			-			(2,931,287	)		(2,931,287	)
Realized gain on sale of Bitcoin		-			-			4,578			4,578
Impairment of goodwill		-			(122,519,218	)		-			(122,519,218	)
Impairment of intangible assets		-			(64,406,302	)		-			(64,406,302	)
Other loss		(2,574,725	)		(37,997	)		(308,845	)		(2,921,567	)
Loss before tax		(40,186,753	)		(205,428,682	)		(5,968,609	)		(251,584,044	)

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

15. SEGMENT INFORMATION - Continued

The total assets by segments as of December 31, 2024 and 2025 were as follows:

SCHEDULE OF ASSETS SEGMENTS

	As of December 31,
	2024		2025
Segment assets
PRC and other subsidiaries	$	140,834,100	$	145,039,427
Ninjas in Pyjamas		171,732,266		18,145,297
Mining Business		-		39,192,660
Total segment assets	$	312,566,366	$	202,377,384

The intangible assets by segments as of December 31, 2024 and 2025 were as follows:

	As of December 31,
	2024		2025
Intangible assets, net
PRC and other subsidiaries	$	61,913,339	$	53,865,214
Ninjas in Pyjamas		66,068,182		14,713,696
Mining Business		-		-
Total intangible assets, net	$	127,981,521	$	68,578,910

The goodwill by segments as of December 31, 2024 and 2025 were as follows:

SCHEDULE OF GOODWILL BY SEGMENTS

	As of December 31,
	2024		2025
Goodwill
PRC and other subsidiaries	$	29,813,733	$	30,363,234
Ninjas in Pyjamas		102,096,027		-
Mining Business		-		-
Total goodwill	$	131,909,760	$	30,363,234

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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SCHEDULE OF BORROWINGS (Details)

12 Months Ended

Dec. 31, 2025

USD ($)

Mar. 18, 2025

USD ($)

Mar. 18, 2025

CNY (¥)

Dec. 31, 2024

USD ($)

^[1]

$ 38,795,458

$ 10,550,327

3,586,427

273,998

Antalpha Digital Pte LTD One [Member] | Short Term Debt Issuance Date [Member]

1,047,247

$ 2,144,971

¥ 15,000,000

3,376,519

Long-term borrowings

$ 4,633,674

3,650,517

^[2]

8.00%

Antalpha Digital PteL TD Two [Member] | Short Term Debt Issuance Date [Member]

^[2]

$ 12,709,572

^[2]

9.00%

China Merchants Bank [Member] | Short Term Debt Issuance Date February 8, 2025 [Member]

^[2]

$ 7,492,391

^[1]

3.40%

$ 4,289,943

^[1]

^[2]

^[1]

Feb. 08, 2025

China Merchants Bank [Member] | Issuance Date January 26, 2024 [Member]

^[1]

Feb. 08, 2026

3.90%

4,109,983

Jan. 26, 2024

Wuhan Rural Commercial Bank [Member] | Short Term Debt Issuance Date March 25, 2025 [Member]

Jan. 26, 2025

^[3]

4.00%

^[3]

$ 1,429,981

^[3]

Mar. 25, 2025

Wuhan Rural Commercial Bank [Member] | Issuance Date March 26, 2024 [Member]

^[3]

Mar. 13, 2026

4.81%

1,232,995

Mar. 26, 2024

Bank Of China [Member] | Short Term Debt Issuance Date October 28, 2025 [Member]

Mar. 20, 2025

^[4]

3.00%

^[4]

$ 1,429,981

^[4]

Oct. 28, 2025

Bank Of China [Member] | Short Term Debt Issuance Date December 26, 2025 [Member]

^[4]

Oct. 28, 2026

Bank Of China [Member] | Short Term Debt Issuance Date February 28, 2025 [Member]

^[5]

^[5]

3.10%

^[5]

$ 428,995

^[5]

Feb. 28, 2025

Bank Of China [Member] | Issuance Date September 25, 2024 [Member]

^[5]

Feb. 28, 2026

3.45%

1,369,994

Sep. 25, 2024

Bank Of China [Member] | Long Term Debt Issuance One Date June 29, 2025 [Member]

Sep. 25, 2025

^[6]

4.80%

^[6]

Jun. 29, 2025

^[6]

Jun. 21, 2026

Bank Of China [Member] | Long Term Debt Issuance One Date June 29, 2025 [Member]

^[6]

$ 7,292

^[6]

4.80%

^[6]

Jun. 29, 2025

^[6]

Jun. 27, 2028

China Zheshang Bank [Member] | Short Term Debt Issuance Date March 12, 2025 [Member]

^[6]

$ 353,706

^[7]

3.00%

^[7]

$ 1,429,981

^[7]

Mar. 12, 2025

China Zheshang Bank [Member] | Short Term Debt Issuance Date June Ten Two Thousand And Twenty Five [Member]

^[7]

Mar. 09, 2026

^[8]

3.60%

^[8]

$ 714,990

^[8]

Jun. 10, 2025

China Zheshang Bank [Member] | Short Term Debt Issuance Date April 10, 2024 [Member]

^[8]

Jun. 09, 2026

3.80%

684,997

Apr. 10, 2024

SDP Bank [Member] | Short Term Debt Issuance Date December 4, 2025 [Member]

Apr. 07, 2025

^[9]

3.00%

^[9]

$ 1,429,981

^[9]

Dec. 04, 2025

Han Kou Bank [Member] | Short Term Debt Issuance Date October 14, 2025 [Member]

^[9]

Nov. 09, 2026

^[10]

3.40%

^[10]

$ 1,429,981

^[10]

Oct. 14, 2025

Han Kou Bank [Member] | Short Term Debt Issuance Date December 26, 2025 [Member]

^[10]

Oct. 14, 2026

Han Kou Bank [Member] | Short Term DebtIssuance Date February 23, 2024 [Member]

684,997

4.50%

Feb. 23, 2024

Han Kou Bank [Member] | Long Term Debt Issuance One Date March 25, 2025 [Member]

Feb. 22, 2025

^[11]

4.50%

^[11]

Mar. 25, 2025

^[11]

Mar. 17, 2027

Han Kou Bank [Member] | Long Term Debt Issuance Five Date March 29, 2023 [Member]

^[11]

Industrial Bank [Member] | Short Term Debt Issuance Date June Twenty Eight Two Thousand And Twenty Five [Member]

^[11]

$ 693,541

^[12]

2.80%

^[12]

$ 1,429,981

^[12]

Jun. 28, 2025

Industrial Bank [Member] | Short Term Debt Issuance Date May 24, 2024 [Member]

^[12]

Jun. 24, 2026

3.90%

684,997

May 24, 2024

China CITIC Bank [Member] | Short Term Debt Issuance Date June Twenty Six Two Thousand And Twenty Five [Member]

May 23, 2025

^[13]

3.00%

^[13]

$ 1,429,981

^[13]

Jun. 26, 2025

China CITIC Bank [Member] | Short Term Debt Issuance One Date June 26 2025 [Member]

^[13]

Jun. 25, 2026

^[14]

3.00%

^[14]

$ 857,989

^[14]

Jun. 26, 2025

China CITIC Bank [Member] | Short Term Debt Issuance Date June 27, 2024 [Member]

^[14]

Jun. 25, 2026

3.45%

684,997

Jun. 27, 2024

SEB Bank [Member] | Short Term Debt Issuance Date June Twenty Six Two Thousand And Twenty Five [Member]

Jun. 26, 2025

SEB Bank [Member] | Short Term Debt Issuance Date August Twenty Seven Two Thousand And Twenty Five [Member]

^[15]

Aug. 26, 2026

^[15]

6.14%

^[15]

$ 861,731

China Everbright Bank [Member] | Short Term Debt Issuance Date March 25, 2025 [Member]

^[15]

Aug. 27, 2025

^[16]

3.45%

^[16]

$ 714,990

^[16]

Mar. 25, 2025

China Everbright Bank [Member] | Short term debt issuance date January 22, 2024 [Member]

^[16]

Mar. 24, 2026

3.75%

684,997

Jan. 22, 2024

Bank Of Beijing [Member] | Short Term Debt Issuance Date December 26, 2025 [Member]

Jan. 21, 2025

^[17]

2.50%

^[17]

$ 714,990

^[17]

Dec. 26, 2025

China CITIC Bank One [Member] | Short Term Debt Issuance Date June 27, 2024 [Member]

^[17]

Dec. 21, 2026

3.45%

410,998

Jun. 27, 2024

China Construction Bank [Member | Short Term Debt Issuance Date June 27, 2024 [Member]

Jun. 26, 2025

China Construction Bank [Member | Short Term Debt Issuance Date May 7, 2024 [Member]

4.05%

1,372

May 07, 2024

HuaXia Bank [Member] | Long Term Debt Issuance One Date March 29, 2023 [Member]

May 06, 2025

^[18]

3.85%

^[18]

Mar. 29, 2023

^[18]

Mar. 28, 2026

HuaXia Bank [Member] | Long Term Debt Issuance Two Date March 29, 2023 [Member]

^[18]

$ 3,564,835

4.40%

Mar. 29, 2023

Sep. 21, 2025

HuaXia Bank [Member] | Long Term Debt Issuance Three Date March 29, 2023 [Member]

136,999

4.40%

Mar. 29, 2023

Mar. 21, 2025

HuaXia Bank [Member] | Long Term Debt Issuance Five Date March 29, 2023 [Member]

136,999

4.40%

Mar. 29, 2023

Mar. 28, 2026

Han Kou [Member] | Long Term Debt Issuance One Date March 29, 2023 [Member]

3,376,519

Han Kou [Member] | Long Term Debt Issuance One Date March 25, 2025 [Member]

^[11]

Sep. 17, 2026

^[11]

4.50%

^[11]

Mar. 25, 2025

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT ESTIMATED USEFUL LIVES

^[11]

$ 14,300

[1]	The principal of the loan is RMB30,000,000 (approximately $4,289,943). The loan is pledged by existing and potential account receivables of Wuhan ESVF, Shenzhen VF and Xinghui Culture due from Tengjing Sports Culture Development (Shanghai) Co., Ltd., Shenzhen Tencent Computer Systems Co., Ltd., Tencent Technology (Chengdu) Co., Ltd., Tencent Technology (Shenzhen) Co., Ltd and guaranteed by Shenzhen VF and the Group’s shareholders, Liwei Sun and Rui Zhou.
[2]	On September 10, 2025, the Company signed a Master Loan Agreement with a lender in which the lender agreed to grant a credit line to the Company to lend the Company fiat money or cryptocurrency for the purpose of paying off the Company’s mining machines hosting expenses. The loans are denoted in USDT and typically paid directly to the service provider. The amount the Company is able to draw from the credit line is determined by the monetary value of the cryptocurrency collateral the Company posted at the lender-designated wallets. Based on the agreement, there is no specific limit in the amount the Company is able to borrow within the first twelve months since the inception of the agreement. Subsequently, the amount the Company could draw from the credit line is limited at 60% of the market value of the collateralized cryptocurrency. There is no expiration date indicated in such agreement. In addition, the amount drawn typically does not have maturity as long as sufficient collateralization has been maintained. As of December 31, 2025, all of the Company’s bitcoins were posted as collateral.
[3]	The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang.
[4]	The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media and the Group’s shareholder, Liwei Sun and Rui Zhou.
[5]	The principal of the loan is RMB3,000,000 (approximately $428,995). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang.
[6]	The principal of the loan is RMB2,550,000 (approximately $360,998). The loan is guaranteed by Wuhan ESVF and Shenzhen VF.
[7]	The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media, ShenZhen VF and the Group’s shareholder, Liwei Sun and Rui Zhou.
[8]	The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF, and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang. And The loan is pledged by all accounts receivable generated by Tencent Technology (Shenzhen) Co., Ltd. from June 4, 2025, over the following three years.
[9]	The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media and the Group’s shareholder, Liwei Sun and Rui Zhou.
[10]	The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by the Group’s shareholder, Liwei Sun and Rui Zhou.
[11]	The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang and Wuhan Optics Valley Technology Financing Guarantee Co., Ltd who charged a financing guarantee fee of 0.4% per annum on the principal amount of the financing guarantee. As of December 31, 2025, the outstanding loan principal of RMB100,000 (approximately $14,300) is due within twelve months, which is classified as current portion of long-term borrowing and the remaining portion of principal of RMB4,850,000 (approximately $693,541) is presented as a long-term borrowing.
[12]	The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Wuhan ESVF and the Group’s shareholder, Liwei Sun and Rui Zhou.
[13]	The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by the Group’s shareholder, Liwei Sun and Rui Zhou.
[14]	The principal of the loan is RMB6,000,000 (approximately $857,989). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang.
[15]	NIP Gaming AB maintains a revolving credit facility of SEK 8,000,000 with SKANDINAVISKA ENSKILDA BANKEN AB, with no pledges, collateral or guarantees required. As of 31 December 2025, the utilized portion of the facility amounts to SEK 7,588,463, equivalent to USD 861,731.
[16]	The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Shenzhen VF and the Group’s shareholders, Liwei Sun and Rui Zhou. And The loan is pledged by existing account receivables of Wuhan ESVF due from Shanghai Dianding CO., LTD.
[17]	The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF.
[18]	The principal of the loan is RMB30,000,000 (approximately $4,289,943). The loan is guaranteed by Wuhan Zhongzhe Financing Guarantee Co., LTD., Hongli Culture and the Group’s shareholders, Liwei Sun and Rui Zhou. As of December 31, 2025, the outstanding loan principal of RMB25,000,000 (approximately $3,574,952) is due within twelve months, which is classified as current portion of long-term borrowing. And debt issuance costs of RMB70,755(approximately $10,118) were deducted from the proceeds from the loan.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Category		Estimated useful lives
Mining machine		1~3 years
Electronic equipment		3-5 years
Furniture		3-5 years
Vehicles or canteen equipment		4-5 years
Leasehold improvement		Shorter of the lease term or the estimated useful life of the assets

SCHEDULE OF ESTIMATED USEFUL LIVES BY INTANGIBLE ASSET

Estimated useful lives by intangible asset classes are as follows:

Category		Estimated useful lives
League tournaments rights		Indefinite
Brand names		Indefinite/5 years
Customer relationships		6 years
Agency contract rights		2-5 years
Talent acquisition costs		1-5 years
Game copyright		3 years
Software		2.5-3 years

SCHEDULE OF MAJOR REVENUE GENERATING ACTIVITIES

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
Tournament participation of esports	$	7,699,506	$	8,549,677	$	6,397,578
Player transfer and rental fee		849,768		1,036,416		2,101,544
Sales of branded merchandise		184,337		113,536		1,000,059
Talent management service of esports		1,115,057		544,639		848,418
Sponsorships and advertising		8,147,298		3,860,800		847,073
Others		3,668,655		620,435		623,425
Subtotal of Esports teams operation		21,664,621		14,725,503		11,818,097
Event production		9,409,795		23,285,775		31,922,001
Talent management service of third-party online entertainers		52,650,550		47,307,158		62,825,921
Bitcoin mining		-		-		20,064,258
Total revenue		83,724,966		85,318,436		126,630,277
Less: surcharge tax		56,525		52,130		103,731
Net revenue	$	83,668,441	$	85,266,306	$	126,526,546

SCHEDULE OF DISAGGREGATED REVENUE FROM CONTRACT WITH CUSTOMERS

The following table summarizes disaggregated revenue from contracts with customers by service type and by segment:

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
PRC and other subsidiaries
Talent management service of third-party online entertainers	$	52,650,550	$	47,307,158	$	62,825,921
Event production		9,409,795		23,285,775		31,922,001
Tournament participation of esports		5,457,029		6,120,350		4,723,662
Player transfer and rental fee		389,881		832,124		1,982,072
Sales of branded merchandise		143,260		70,053		971,380
Talent management service of esports		1,115,057		544,639		848,418
Sponsorships and advertising		5,638,612		3,093,051		113,404
Others		431,479		470,444		352,858
Subtotal	$	75,235,663	$	81,723,594	$	103,739,716

Ninjas in Pyjamas
Tournament participation of esports		2,242,477		2,429,327		1,673,916
Sponsorships and advertising		2,508,686		767,749		733,669
Player transfer and rental fee		459,887		204,292		119,472
Others		3,237,176		149,991		270,567
Sales of branded merchandise		41,077		43,483		28,679
Subtotal	$	8,489,303	$	3,594,842	$	2,826,303

Bitcoin mining		-		-		20,064,258
Total revenues	$	83,724,966	$	85,318,436	$	126,630,277

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
Timing of revenue recognition
At a point in time		990,626		2,977,125		5,466,113
Over time		82,734,340		82,341,311		121,164,164
Total revenue	$	83,724,966	$	85,318,436	$	126,630,277

SCHEDULE OF CURRENCY EXCHANGE RATES

	As of December 31,
	2024		2025
Balance sheet items, except for equity accounts
RMB against $		7.2993		6.9931
SEK against $		11.0676		9.2227

	For the Years Ended December 31,
	2024		2025
Items in the statements of operation and comprehensive loss, and statements of cash flows
RMB against $		7.1957		7.1875
SEK against $		10.5747		9.8058

SCHEDULE OF ESTIMATED USEFUL LIVES BY INTANGIBLE ASSET (Details)	Dec. 31, 2025
Trade Names [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	5 years
Customer Relationships [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	6 years
Agency Contract Rights [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	2 years
Agency Contract Rights [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	5 years
Talent Acquisition Costs [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	1 year
Talent Acquisition Costs [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	5 years
Game Copyright [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	3 years
Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	2 years 6 months
Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets, estimated useful lives	3 years

SCHEDULE OF DUE TO RELATED PARTY TRANSACTIONS (Details) (Parenthetical)	1 Months Ended
	Apr. 30, 2021
Related Party Transactions [Abstract]
Percentage of government subsidies received to the related party	60.00%

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	2024		2025
	As of December 31,
	2024		2025
Loan from third parties⁽¹⁾		3,057,563		3,577,117
Tax payable		1,168,921		1,708,295
Accrued expenses⁽²⁾		590,940		1,554,574
Collection of capital fund from third parties ⁽³⁾		-		1,429,981
Payroll payable		1,337,620		902,764
Professional service fees payable		372,346		-
Total	$	6,527,390	$	9,172,731

(1)

The balance represented the unsecured borrowings with a maturity less than one year and an interest rate of 15% per annum from third parties for daily business operation.

(2)		The balance mainly consisted of deposit payable to event suppliers, reimbursement payable to employees and miscellaneous fees payable to third parties.

(3)		Pursuant to the capital increase agreement dated June 16, 2025, an individual shareholder subscribed for the equity of Hongli Culture with a total consideration of RMB 10.00 million, in exchange for approximately 2.78% equity interest of Hongli Culture. As of December 31, 2025, the full equity subscription proceeds of RMB 10.00 million had been fully received by the Group. However, the equity delivery conditions had not been satisfied as of the reporting date, and accordingly, the relevant equity interest had not been delivered and registered.

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

12 Months Ended

Dec. 31, 2025

Prepaid Expenses And Other Current Assets Net

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

8. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets, net consist of the following:

	2024		2025
	As of December 31,
	2024		2025
Deposit⁽¹⁾		193,777		4,587,250
VAT prepayment		561,482		678,487
Contract cost		372,309		153,533
Employee Reserve		227,444		184,421
Inventories		135,585		170,826
Prepaid expenses		35,249		22,075
Others		102,906		384,029
Total prepayments and other current assets		1,628,752		6,180,621
Less: provision for doubtful accounts		110,609		112,342
Total prepayments and other current assets, net	$	1,518,143	$	6,068,279

(1)	The balance mainly consists of deposits paid to mining sites.

The Group recorded provision for credit losses of $71,048, nil and nil for the years ended December 31, 2023, 2024 and 2025, respectively. The Group did not incur any accounts receivable write-offs during the years ended December 31, 2023, 2024, and 2025.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

CRYPTO ASSETS HELD (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF CRYPTO ASSETS HELD AT FAIR VALUE

The following table presents a summary of the crypto assets held at fair value by the Group:

	As of December 31,
	2024						2025
	Units		Cost Basis		Fair value		Units		Cost Basis		Fair value
USDT		-	$	-	$	-		571,907	$	570,275	$	571,278
Others⁽¹⁾		-		-		-		1,383		484		484
Total Crypto assets held		-	$	-	$	-		573,290	$	570,759	$	571,762

(1)	Includes various other crypto currency asset balances, none of which individually represented more than 5% of total crypto currency assets as of December 31, 2024 and 2025.

SCHEDULE OF FAIR VALUE ROLL-FORWARD OF GROUP’S CRYPTO ASSETS HELD AT FAIR VALUE

The following table is a fair value roll-forward of the Group’s crypto assets held at fair value:

	USDT			Others			Total
	For the year ended December 31, 2025
	USDT			Others			Total
Crypto assets held January 1, 2025	$	-			-			-
Additions⁽¹⁾		20,420,416			603			20,421,019
Dispositions⁽²⁾		(19,849,138	)		(119	)		(19,849,257	)
Crypto assets held December 31, 2025	$	571,278			484			571,762

(1)	Additions represented the crypto assets received as borrowings from Antalpha Digital Pte Ltd described in Note 12 and crypto assets received from disposal of BTC for USDT.
(2)	Dispositions represent crypto asset payments for costs and expenses.

SCHEDULE OF CONDENSED BALANCE SHEETS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Advance to suppliers	$ 7,014,413	$ 1,066,329
Total current assets	77,534,128	44,415,102
Non-current Assets
Total non-current assets	124,843,256	268,151,264
Total assets	202,377,384	312,566,366
Total current liabilities	88,616,877	40,334,491
Total liabilities	107,160,924	70,143,014
Equity
Subscription receivable	(20,514)	(3,808)
Accumulated deficit	(366,482,327)	(128,921,657)
Additional paid-in capital	429,905,870	373,890,499
Accumulated other comprehensive loss	24,724,566	(10,522,210)
Total equity	92,919,655	239,464,797	$ (69,803,158)	$ (24,006,204)
Total liabilities, mezzanine equity and equity	202,377,384	312,566,366
Parent [Member]
Current Assets
Cash and cash equivalents	2,056	2,121,423
Amounts due from subsidiaries	9,325,733	15,431,911
Advance to suppliers	32,142
Total current assets	9,359,931	17,553,334
Non-current Assets
Investment in subsidiaries	80,022,001	221,178,395
Total non-current assets	80,022,001	221,178,395
Total assets	89,381,932	238,731,729
Accrued expenses and other liabilities	1,072,975	1,246,591
Total current liabilities	1,072,975	1,246,591
Total liabilities	1,072,975	1,246,591
Mezzanine equity:
Redeemable non-controlling interests		2,958,555
Total mezzanine equity		2,958,555
Equity
Subscription receivable	(20,514)	(3,808)
Accumulated deficit	(366,329,010)	(128,849,237)
Additional paid-in capital	429,905,870	373,890,499
Accumulated other comprehensive loss	24,724,566	(10,522,210)
Total equity	88,308,957	234,526,583
Total liabilities, mezzanine equity and equity	89,381,932	238,731,729
Parent [Member] \| Common Class A [Member]
Equity
Ordinary shares value	19,702	7,539
Parent [Member] \| Common Class B [Member]
Equity
Ordinary shares value	$ 8,343	$ 3,800

SCHEDULE OF COMPANY’S SUBSIDIARIES (Details)	12 Months Ended
SCHEDULE OF COMPANY’S SUBSIDIARIES (Details)	Dec. 31, 2025
Ninjas in Pyjamas Gaming AB [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Ninjas in Pyjamas Gaming AB (“Ninjas in Pyjamas”)
Place and date of Incorporation	Sweden, January, 2014
Percentage of effective ownership	100.00%
Principal Activities	Esports teams operation
NIPGFZ LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	NIPG FZ LLC
Place and date of Incorporation	Abu Dhabi, January 16, 2024
Principal Activities	Esports teams operation
Percentage of ownership, description	100% owned by Ninjas in Pyjamas
ESVF (Hong Kong) Esports Limited [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	ESVF (HONG KONG) Esports Limited (“ESVF HK”)
Place and date of Incorporation	Hong Kong, March 4, 2021
Percentage of effective ownership	100.00%
Principal Activities	Investment holding
Wuhan Muyecun Internet Technology Co., Ltd. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Wuhan Muyecun Internet Technology Co., Ltd. (“Wuhan Muyecun” or “WFOE”)
Place and date of Incorporation	Wuhan, July 9, 2021
Principal Activities	Investment holding
Percentage of ownership, description	100% owned by ESVF HK
Wuhan Xingjingweiwu Culture & Sports Development Co., Ltd.[Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Wuhan Xingjingweiwu Culture & Sports Development Co., Ltd. (“Wuhan ESVF”)
Place and date of Incorporation	Wuhan, June 1, 2016
Principal Activities	Esports teams operation and talent management service
Percentage of ownership, description	100% owned by WFOE
Shenzhen Weiwu Esports Internet Technology Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Shenzhen Weiwu Esports Internet Technology Co., Ltd. (“Shenzhen VF”)
Place and date of Incorporation	Shenzhen, December 20, 2018
Principal Activities	Esports teams operation
Percentage of ownership, description	100% owned by Wuhan ESVF
Shenzhen Dawei Xianglong Sports Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Shenzhen Dawei Xianglong Sports Co., Ltd (“Dawei Xianglong”)
Place and date of Incorporation	Shenzhen, January 15, 2021
Principal Activities	Event production
Percentage of ownership, description	60% owned by Shenzhen VF
Wuhan Xingjing Interactive Entertainment Co., Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Wuhan Xingjing Interactive Entertainment Co., Ltd (“Xingjing Entertainment”)
Place and date of Incorporation	Wuhan, October 23, 2019
Principal Activities	Esports teams operation and talent management service
Percentage of ownership, description	100% owned by Wuhan ESVF
Chengdu Xingjing Weiwu Culture Media Co., Ltd
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Chengdu Xingjing Weiwu Culture Media Co., Ltd (“Chengdu Xingjing Weiwu”)
Place and date of Incorporation	Sichuan, January 5, 2023
Principal Activities	Esports teams operation
Percentage of ownership, description	100% owned by Wuhan ESVF
Shanghai Xingzhi Culture Media Co., Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Shanghai Xingzhi Culture Media Co., Ltd (“Xingzhi Media”)
Place and date of Incorporation	Shanghai, May 5, 2017
Principal Activities	Esports teams operation
Percentage of ownership, description	100% owned by Wuhan ESVF
Wuhan Xinghui Culture Media Co., Ltd.[Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Wuhan Xinghui Culture Media Co., Ltd. (“Xinghui Media”)
Place and date of Incorporation	Wuhan, February 4, 2021
Principal Activities	Esports teams operation and talent management service
Percentage of ownership, description	100% owned by Wuhan ESVF
Taicang Xingjingweiwu Culture Media Co., Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Taicang Xingjingweiwu Culture Media Co., Ltd (“Taicang Xingjing”)
Place and date of Incorporation	Taicang, September 8, 2021
Principal Activities	Esports teams operation
Percentage of ownership, description	100% owned by Wuhan ESVF
Zhoushan Xingjing Internet Technology Co., Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Zhoushan Xingjing Internet Technology Co., Ltd (“Zhoushan Xingjing”)
Place and date of Incorporation	Zhoushan, August 2, 2021
Principal Activities	Talent management service
Percentage of ownership, description	80% owned by Wuhan ESVF
Zhoushan Jingxi Internet Technology Co., Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Zhoushan Jingxi Internet Technology Co., Ltd (“Zhoushan Jingxi”)
Place and date of Incorporation	Zhoushan, August 2, 2021
Principal Activities	Talent management service
Percentage of ownership, description	80% owned by Wuhan ESVF
Hongli Culture Communication (Wuhan) Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Hongli Culture Communication (Wuhan) Co., Ltd (“Hongli Culture”)
Place and date of Incorporation	Wuhan, December 26, 2017
Principal Activities	Event production
Percentage of ownership, description	60.67% owned by Wuhan ESVF
Wuhan Yingciyuan Information Technology Co., Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Wuhan Yingciyuan Information Technology Co., Ltd (“Wuhan Yingciyuan”)
Place and date of Incorporation	Wuhan, November 17, 2022
Principal Activities	Event production
Percentage of ownership, description	51% owned by Hongli Culture
Xiamen Yingciyuan Education Technology Co., Ltd. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Xiamen Yingciyuan Education Technology Co., Ltd. (“Xiamen Yingciyuan”)
Place and date of Incorporation	Xiamen, April 4, 2023
Principal Activities	Event production
Percentage of ownership, description	51% owned by Hongli Culture
Changsha Liyao Cultural Communication Co., Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Changsha Liyao Cultural Communication Co., Ltd (“Changsha Liyao”)
Place and date of Incorporation	Changsha, May 19, 2023
Principal Activities	Event production
Percentage of ownership, description	75% owned by Hongli Culture
Hongli Culture Communication (Beijing) Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Hongli Culture Communication (Beijing) Co., Ltd (“Hongli Culture Beijing”)
Place and date of Incorporation	Beijing, March 25, 2024
Principal Activities	Event production
Percentage of ownership, description	51% owned by Hongli Culture
Hongxiaoli Culture Communication (Hangzhou) Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Hongxiaoli Culture Communication (Hangzhou) Co., Ltd (“Hangzhou Hongxiaoli Culture”)
Place and date of Incorporation	Hangzhou, April 8, 2024
Principal Activities	Event production
Percentage of ownership, description	51% owned by Hongli Culture
Hongxiaoli Culture Communication Wuhan Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	HongXiaoli Culture Communication (Wuhan) Co., Ltd(“Wuhan HongXiaoli Culture”)
Place and date of Incorporation	Wuhan, February 11, 2025
Principal Activities	Event production
Percentage of ownership, description	100% owned by Hongli Culture
Hong Dal iCulture Communication Shanghai Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	HongDali Culture Communication (Shanghai) Co., Ltd(“Wuhan HongXiaoli Culture”)
Place and date of Incorporation	Shanghai, March 10, 2025
Principal Activities	Event production
Percentage of ownership, description	70% owned by Hongli Culture
Wuhan Xingyao Future Culture Media Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Wuhan Xingyao Future Culture Media Co., Ltd(“Xingyao Future”)
Place and date of Incorporation	Wuhan, March 5, 2025
Principal Activities	Talent management service
Percentage of ownership, description	60% owned by Wuhan ESVF
Xingjing Entertainment Beijing Cultural Development Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Xingjing Entertainment (Beijing) Cultural Development Co., Ltd(“Beijing Xingjing Entertainment”)
Place and date of Incorporation	Beijing, April 30, 2025
Principal Activities	Event production
Percentage of ownership, description	49.94% owned by Wuhan ESVF
Shenzhen Xingjing Weiwu Technology Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Shenzhen Xingjing Weiwu Technology Co., Ltd(“Shenzhen Xingjing”)
Place and date of Incorporation	Shenzhen, January 5, 2023
Principal Activities	Talent management service
Percentage of ownership, description	99% owned by WFOE
NIPG Holdings Limited [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	NIPG HOLDINGS LIMITED(“NIPG HOLDINGS”)
Place and date of Incorporation	Abu Dhabi, May 27, 2025
Percentage of effective ownership	100.00%
Principal Activities	Investment holding
Hongli Culture Communication Guangxi Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Hongli Culture Communication (Guangxi) Co., Ltd.(“Guangxi Hongli Culture”)
Place and date of Incorporation	Guangxi, June 5, 2025
Principal Activities	Event production
Percentage of ownership, description	65% owned by Wuhan ESVF
Shanghai Xingyu Culture Communication Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Shanghai Xingyu Culture Communication Co., Ltd.(“Shanghai Xingyu Culture”)
Place and date of Incorporation	Shanghai, June 26, 2025
Principal Activities	Event production
Percentage of ownership, description	100% owned by Beijing Xingjing Entertainment
Chengdu Qiyuhai Culture And Entertainment Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Chengdu Qiyuhai Culture and Entertainment Co., Ltd.(“Chengdu Qiyuhai”)
Place and date of Incorporation	Chengdu, May 23, 2025
Principal Activities	Event production
Percentage of ownership, description	100% owned by Beijing Xingjing Entertainment
Mining Ninjas Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Mining Ninjas Ltd. (“Mining BVI”)
Place and date of Incorporation	British Virgin Islands, July 4, 2025
Principal Activities	Mining Business
Percentage of ownership, description	100% owned by NIPG HOLDINGS
Mining Ninjas US Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Mining Ninjas US, Inc.(“Mining US”)
Place and date of Incorporation	US, July 16, 2025
Principal Activities	Mining Business
Percentage of ownership, description	100% owned by Mining BVI
Mining Ninjas Kazakh Limited [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Mining Ninjas Kazakh Limited(“Mining Kazakh”)
Place and date of Incorporation	Kazakhstan, September 11, 2025
Principal Activities	Mining Business
Percentage of ownership, description	100% owned by Mining BVI
Hainan Huanju Commercial Investment Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Hainan Huanju Commercial Investment Co., Ltd.(“Hainan Huanju”)
Place and date of Incorporation	Hainan, October 31, 2025
Principal Activities	Investment holding
Percentage of ownership, description	70% owned by WFOE
Hainan Xingjing Weiwu Cultural And Sports Development Co Ltd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Hainan Xingjing Weiwu Cultural and Sports Development Co., Ltd.
Place and date of Incorporation	Hainan, November 03, 2025
Principal Activities	Investment holding
Percentage of ownership, description	100% owned by ESVF HK
Wuhan Alunyou Network Information Development Co Ltd [Member] \| Variable Interest Entity, Primary Beneficiary [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Wuhan Alunyou Network Information Development Co., Ltd.(“Wuhan Alunyou”)
Place and date of Incorporation	Wuhan,August 21, 2024
Principal Activities	Game Publishing
Percentage of ownership, description	VIE
Shanghai Jinyuanbao Duoduo Entertainment Development Co Ltd [Member] \| Subsidiaries [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Shanghai Jinyuanbao Duoduo Entertainment Development Co., Ltd.(“Jinyuanbao”)
Place and date of Incorporation	Shanghai, February 5, 2024
Principal Activities	Game Publishing
Percentage of ownership, description	90% owned by Wuhan Alunyou
Hangzhou Yinyuan Entertainment Development CoLtd [Member] \| Subsidiaries [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Name of subsidiaries	Hangzhou Yinyuan Entertainment Development Co., Ltd.(“Hangzhou Yinyuan”)
Place and date of Incorporation	Hangzhou, July 8, 2024
Principal Activities	Game Publishing
Percentage of ownership, description	100% owned by Jinyuanbao

MEZZANINE EQUITY (Tables)

12 Months Ended

Dec. 31, 2025

Mezzanine Equity

SCHEDULE OF PREFERRED SHARES ACTIVITIES

The Group’s preferred shares and redeemable non-controlling interests activities for the years ended December 31, 2023, 2024 and 2025 are summarized below:

SCHEDULE OF PREFERRED SHARES ACTIVITIES

	No. of shares			Amount			No. of shares			Amount			No. of shares			Amount			Amount			No. of shares			Amount
	Class A						Class B						Class B-1						Redeemable non-controlling interests			Total
	No. of shares			Amount			No. of shares			Amount			No. of shares			Amount			Amount			No. of shares			Amount
Balances at December 31, 2022		24,709,527			97,400,393			2,693,877			16,062,314			-			-			-			27,403,404			113,462,707
Acquisition of Ninjas in Pyjamas		-			-			-			-			43,044,524			168,000,000			-			43,044,524			168,000,000
Accretion on Preferred Shares to redemption value		-			20,327,824			-			704,422			-			22,882,461			-			-			43,914,707
Exchange rate difference		-			(2,835,151	)		-			-			-			-			-			-			(2,835,151	)
Balances at December 31, 2023		24,709,527			114,893,066			2,693,877			16,766,736			43,044,524			190,882,461			-			70,447,928			322,542,263
Accretion on Preferred Shares to redemption value		-			11,381,375			-			209,445			-			24,340,159			-			-			35,930,979
Exchange rate difference		-			(2,726,807	)		-			-			-			-			-			-			(2,726,807	)
Conversion of Preferred Shares to ordinary shares upon the completion of the IPO		(24,709,527	)		(123,547,634	)		(2,693,877	)		(16,976,181	)		(43,044,524	)		(215,222,620	)		-			(70,447,928	)		(355,746,435	)
Initial fair value of redeemable non-controlling interests		-			-			-			-			-			-			2,841,123			-			2,841,123
Net income attributed to redeemable non-controlling interests		-			-			-			-			-			-			119,123			-			119,123
Exchange rate difference		-			-			-			-			-			-			(1,691	)		-			(1,691	)
Balances at December 31, 2024		-			-			-			-			-			-			2,958,555			-			2,958,555
Initial fair value of redeemable non-controlling interests		-			-			-				-			-		-			2,230,787						2,230,787
Net loss attributed to redeemable non-controlling interests		-			-			-				-				-	-			(97,179	)					(97,179	)
Accretion on Preferred Shares to redemption value																				30,304						30,304
Disposal of redeemable non-controlling interests		-			-			-			-			-			-			(2,861,547	)					(2,861,547	)
Exchange rate difference		-			-				-		-				-		-			35,886			-			(35,886	)
Balances at December 31, 2025		-			-			-			-			-		-	-			2,296,805			-			2,296,805

Upon the completion of the IPO in July 2024, all of issued and outstanding preferred shares automatically converted into ordinary shares on a one-for-one basis.

The shares are presented on a retroactive basis to reflect the stock split (Note 17)

Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

Government Subsidies [Member] | Shenzhen Media [Member]

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Sponsorships and Advertising Services Shenzhen Media [Member] | Shenzhen Media [Member]

^[1]

$ 413,644

$ 416,914

$ 423,675

Rental Expense [Member] | Shenzhen Media [Member]

^[2]

423,675

Event Production Service [Member] | Shenzhen Media [Member]

16,579

610,092

Repayment of Government Subsidies [Member] | Shenzhen Media [Member]

2,622

14,687

Event Production Service One [Member] | Shenzhen Media [Member]

282,450

Event Production Service Two [Member] | Shenzhen Media [Member]

437,891

Talent Management Service Wuhan Ouyue [Member] | Wuhan Suran [Member]

119,571

Talent Management Service Provided By Group [Member] | Wuhan Yingyi [Member]

^[2]

60,818

37,586

Talent Management Service Wuhan Lingsheng [Member] | Wuhan Lingsheng [Member]

^[2]

32,690

14,967

Services Provided by Wuhan Linyu Ecological Group Co [Member] | Wuhan Linyu Ecological Group Co [Member]

^[2]

12,345

7,258

Repayment Of Services Wuhan Linyu [Member] | Wuhan Linyu Ecological Group Co [Member]

5,187

5,489

6,758

Interest Expenses Paid To Wuhan Linyu [Member] | Wuhan Linyu Ecological Group Co [Member]

5,187

5,489

8,106

Prepaid Expenses Paid by the Group [Member] | Phase Two Limited [Member]

Loan From Haoming Yu [Member] | Haoming Yu [Member]

17,151

Collection Of Loan To Hao Ming Yu [Member] | Haoming Yu [Member]

33,391

Sponsorships and Advertisingervices Wuhan Tourism and Sports Group [Member] | Wuhan Tourism And Sports Group [Member]

33,391

Reality Shows Service Mario Yau Kwan Ho [Member] | Mario Yau Kwan Ho [Member]

600,898

666,156

Repayment Of Reality Mario Yau Kwan Ho [Member] | Mario Yau Kwan Ho [Member]

224,528

146,822

Payment To Tianjin LLP [Member] | Tianjin LLP [Member]

39,048

667,994

Collection Of Loan To Tianjin LLP [Member] | Tianjin LLP [Member]

62,702

Event Production Service Shenzhen Xingjing [Member] | Shenzhen Xingjing Weiwu Education Technology Co [Member]

278

Loanto Shenzhen Xingjing Weiwu Education Technology Co [Member] | Shenzhen Xingjing Weiwu Education Technology Co [Member]

^[3]

25,297

75,988

Loan from Xingjing Culture Media [Member] | Xingjing Culture Media [Member]

^[3]

1,042

152,304

Loan Repayment To Xingjing Culture Media [Member] | Xingjing Culture Media [Member]

282,507

Loan To Liwei Sun [Member] | Liwei Sun [Member]

3,588,153

Liwei Sun [Member] | Collection Of Loan To Liwei Sun [Member]

49,429

SCHEDULE OF CONCENTRATION OF CREDIT RISK

$ 49,429

[1]	The Group entered into a cooperation agreement with the related party and agreed to allocate 60% of the government subsidies received to the related party.
[2]	Wuhan Suran, Wuhan Yingyi and Wuhan Lingsheng is no longer considered related parties due to disposal of Young Will.
[3]	Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

SCHEDULE OF RECONCILIATION OF INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Loss before income tax expense	$ (251,584,044)	$ (15,055,080)	$ (14,458,704)
Income tax benefit at the PRC statutory rate		(3,763,770)	(3,614,676)
Effect of preferential tax rates		390,029	192,365
Statutory tax rate difference between other foreign jurisdictions and PRC		493,254	187,136
Tax effect on share-based compensation, nil of tax			1,530,587
Tax effect on charitable donations
Tax effect of non-deductible items		145,890	159,573
Prior year true up	(311,684)	76,534	(27,019)
Changes in valuation allowance	4,496,499	288,304	371,179
Total income tax benefits	(13,465,207)	$ (2,369,759)	$ (1,200,855)
Net loss before income tax expense	$ (251,584,044)
Statutory tax rate difference between other foreign jurisdictions and PRC percentage	(0.10%)
Changes in valuation allowance percentage	(1.80%)
Effect of preferential tax rates	$ (123,723)
Effect of preferential tax rates percentage	0.00%
Non-deductible expenses	$ 51,362
Non-deductible expenses percentage	0.00%
Prior year true up percentage	0.10%
Income tax expenses benefit percenatge	5.40%
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Statutory tax rate difference between other foreign jurisdictions and PRC	$ (62,896,011)
Income tax benefit at the PRC statutory rate percentage	25.00%
CAYMAN ISLANDS
Effective Income Tax Rate Reconciliation [Line Items]
Statutory tax rate difference between other foreign jurisdictions and PRC	$ 10,036,046
Statutory tax rate difference between Cayman Islands and PRC percentage	(4.00%)
UNITED STATES
Effective Income Tax Rate Reconciliation [Line Items]
Statutory tax rate difference between other foreign jurisdictions and PRC	$ 220,443
Changes in valuation allowance	$ 1,157,325
Statutory tax rate difference between other foreign jurisdictions and PRC percentage	(0.10%)
Changes in valuation allowance percentage	(0.50%)
SWEDEN
Effective Income Tax Rate Reconciliation [Line Items]
Statutory tax rate difference between other foreign jurisdictions and PRC	$ 8,430,781
Statutory tax rate difference between other foreign jurisdictions and PRC percentage	(3.40%)
Changes in valuation allowance percentage	(10.00%)
Tax effect of non-deductible items	$ 25,278,277
Foreign Tax Jurisdiction, Other [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Statutory tax rate difference between other foreign jurisdictions and PRC	150,927
Changes in valuation allowance	$ 44,551
Changes in valuation allowance percentage	0.00%

CONCENTRATION OF CREDIT RISK (Tables)

12 Months Ended

Dec. 31, 2025

Risks and Uncertainties [Abstract]

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total revenue:

	For the years ended December 31,
	2023			2024			2025
Percentage of the Group’s revenue
Customer A		-*			-*			16	%
Customer B		49	%		45	%		-*
Customer C		13	%		-*			-*
Total		62	%		45	%		16	%

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total accounts receivable:

	As of December 31,
	2024			2025
Percentage of the Group’s accounts receivable
Customer D		26	%		21	%
Total		26	%		21	%

Represent percentage less than 10%

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

SCHEDULE OF PERFORMANCE BASED ON OPERATING SEGMENTS REVENUS

	For the year ended December 31, 2023
	PRC and other subsidiaries			Ninjas in Pyjamas			Mining Business		Consolidated
Revenue	$	75,179,138		$	8,489,303			-	$	83,668,441
Cost of revenue		(72,014,675	)		(4,455,080	)		-		(76,469,755	)
Gross profit		3,164,463			4,034,223			-		7,198,686
Selling and marketing expenses		(5,079,314	)		(1,498,082	)		-		(6,577,396	)
General and administrative expenses		(13,027,899	)		(2,245,332	)		-		(15,273,231	)
Other income(loss)		251,402			(58,165	)		-		193,237
(Loss) profit before tax		(14,691,348	)		232,644			-		(14,458,704	)

	For the year ended December 31, 2024
	PRC and other subsidiaries			Ninjas in Pyjamas			Mining Business		Consolidated
Revenue	$	81,671,464		$	3,594,842			-	$	85,266,306
Cost of revenue		(79,086,246	)		(3,169,525	)		-		(82,255,771	)
Gross profit		2,585,218			425,317			-		3,010,535
Selling and marketing expenses		(6,731,281	)		(1,399,496	)		-		(8,130,777	)
General and administrative expenses		(9,947,933	)		(1,820,382	)		-		(11,768,315	)
Other income		1,587,144			246,333			-		1,833,477
Loss before tax		(12,506,852	)		(2,548,228	)		-		(15,055,080	)

				For the year ended December 31, 2025
	PRC and other subsidiaries			Ninjas in Pyjamas			Mining Business			Consolidated
Revenue	$	103,635,985			2,826,303			20,064,258			126,526,546
Cost of revenue		(101,179,388	)		(4,131,892	)		(22,697,254	)		(128,008,534	)
Gross profit		2,456,597			(1,305,589	)		(2,632,996	)		(1,481,988	)
Selling and marketing expenses		(5,780,199	)		(1,209,302	)		-			(6,989,501	)
General and administrative expenses		(34,288,425	)		(15,950,274	)		(100,060	)		(50,338,759	)
Changes in fair value of receivable for bitcoin collateral		-			-			(2,931,287	)		(2,931,287	)
Realized gain on sale of Bitcoin		-			-			4,578			4,578
Impairment of goodwill		-			(122,519,218	)		-			(122,519,218	)
Impairment of intangible assets		-			(64,406,302	)		-			(64,406,302	)
Other loss		(2,574,725	)		(37,997	)		(308,845	)		(2,921,567	)
Loss before tax		(40,186,753	)		(205,428,682	)		(5,968,609	)		(251,584,044	)

SCHEDULE OF ASSETS SEGMENTS

The total assets by segments as of December 31, 2024 and 2025 were as follows:

SCHEDULE OF ASSETS SEGMENTS

	As of December 31,
	2024		2025
Segment assets
PRC and other subsidiaries	$	140,834,100	$	145,039,427
Ninjas in Pyjamas		171,732,266		18,145,297
Mining Business		-		39,192,660
Total segment assets	$	312,566,366	$	202,377,384

SCHEDULE OF INTANGIBLE ASSETS BY SEGMENTS

The intangible assets by segments as of December 31, 2024 and 2025 were as follows:

	As of December 31,
	2024		2025
Intangible assets, net
PRC and other subsidiaries	$	61,913,339	$	53,865,214
Ninjas in Pyjamas		66,068,182		14,713,696
Mining Business		-		-
Total intangible assets, net	$	127,981,521	$	68,578,910

SCHEDULE OF GOODWILL BY SEGMENTS

The goodwill by segments as of December 31, 2024 and 2025 were as follows:

SCHEDULE OF GOODWILL BY SEGMENTS

	As of December 31,
	2024		2025
Goodwill
PRC and other subsidiaries	$	29,813,733	$	30,363,234
Ninjas in Pyjamas		102,096,027		-
Mining Business		-		-
Total goodwill	$	131,909,760	$	30,363,234

CRYPTO ASSETS HELD

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

CRYPTO ASSETS HELD

7. CRYPTO ASSESTS HELD

CRYPTO ASSETS HELD

The following table presents a summary of the crypto assets held at fair value by the Group:

	As of December 31,
	2024						2025
	Units		Cost Basis		Fair value		Units		Cost Basis		Fair value
USDT		-	$	-	$	-		571,907	$	570,275	$	571,278
Others⁽¹⁾		-		-		-		1,383		484		484
Total Crypto assets held		-	$	-	$	-		573,290	$	570,759	$	571,762

(1)	Includes various other crypto currency asset balances, none of which individually represented more than 5% of total crypto currency assets as of December 31, 2024 and 2025.

The following table is a fair value roll-forward of the Group’s crypto assets held at fair value:

	USDT			Others			Total
	For the year ended December 31, 2025
	USDT			Others			Total
Crypto assets held January 1, 2025	$	-			-			-
Additions⁽¹⁾		20,420,416			603			20,421,019
Dispositions⁽²⁾		(19,849,138	)		(119	)		(19,849,257	)
Crypto assets held December 31, 2025	$	571,278			484			571,762

(1)	Additions represented the crypto assets received as borrowings from Antalpha Digital Pte Ltd described in Note 12 and crypto assets received from disposal of BTC for USDT.
(2)	Dispositions represent crypto asset payments for costs and expenses.

As of December 31, 2025, the Group held $571,762 of Crypto assets for paying the hosting service fee. The Group paid hosting service fee in Crypto assets which were funded through borrowings from Antalpha Digital Pte. Ltd. Crypto assets are held by self-custodial MPC wallet without involving on-chain staking or unstaking arrangements on public blockchains such as Ethereum.

SCHEDULE OF GOODWILL (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Indefinite-Lived Intangible Assets [Line Items]

$ 131,909,760

122,519,218

PRC And Other Subsidiaries [Member]

30,363,234

131,909,760

Indefinite-Lived Intangible Assets [Line Items]

29,813,733

28,975,408

Addition

1,695,318

Exchange difference

1,284,975

(856,993)

^[1]

Disposal of subsidiaries

(735,474)

Ninjas in Pyjamas [Member]

30,363,234

29,813,733

28,975,408

Indefinite-Lived Intangible Assets [Line Items]

102,096,027

112,426,919

Addition

Exchange difference

20,423,191

(10,330,892)

^[1]

(122,519,218)

Disposal of subsidiaries

Indefinite-Lived Intangible Assets [Line Items]

102,096,027

112,426,919

Consolidated [Member]

131,909,760

141,402,327

Addition

1,695,318

Exchange difference

21,708,166

(11,187,885)

^[1]

(122,519,218)

Disposal of subsidiaries

(735,474)

$ 30,363,234

$ 131,909,760

$ 141,402,327

[1]

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Revenue Benchmark [Member] | Customer A [Member]

SCHEDULE OF CONCENTRATION OF CREDIT RISK (Details) - Customer Concentration Risk [Member]

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Revenue Benchmark [Member] | Customer B [Member]

16.00%

^[1]

Revenue Benchmark [Member] | Customer C [Member]

^[1]

45.00%

49.00%

Revenue Benchmark [Member] | Customer [Member]

^[1]

13.00%

Accounts Receivable [Member] | Customer C [Member]

16.00%

45.00%

62.00%

Accounts Receivable [Member] | Customer D [Member]

26.00%

Accounts Receivable [Member] | Account Receivable From Customer [Member]

21.00%

21.00%

26.00%

[1]	Represent percentage less than 10%

Cover	12 Months Ended
Cover	Dec. 31, 2025 $ / shares shares
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-42160
Entity Registrant Name	NIP Group Inc.
Entity Central Index Key	0001966233
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Rosenlundsgatan 31
Entity Address, City or Town	Stockholm
Entity Address, Country	SE
Entity Address, Postal Zip Code	11 863
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Common Stock, Shares Outstanding \| shares	280,797,781
Entity Listing, Par Value Per Share \| $ / shares	$ 0.0001
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	7254
Auditor Opinion [Text Block]	We have audited the accompanying consolidated balance sheets of NIP Group Inc. (the “Company”) as of December 31, 2024 and 2025, the related consolidated statements of operations and comprehensive loss, changes in equity (deficit) and redeemable non-controlling interests and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2025, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Auditor Name	Guangdong Prouden CPAs GP
Auditor Location	Guangzhou, China
American depositary shares, each representing two Class A ordinary shares, par value US$0.0001 per share
Entity Addresses [Line Items]
Title of 12(b) Security	American depositary shares, each representing two Class A ordinary shares, par value US$0.0001 per share
Trading Symbol	NIPG
Security Exchange Name	NASDAQ
Class A ordinary shares, par value US$0.0001 per share*
Entity Addresses [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value US$0.0001 per share*
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Rosenlundsgatan 31
Entity Address, City or Town	Stockholm
Entity Address, Country	SE
Entity Address, Postal Zip Code	11 863
City Area Code	+46
Local Phone Number	8133700
Contact Personnel Name	Mario Yau Kwan Ho
Contact Personnel Email Address	ir@nipgroup.gg

SCHEDULE OF COMPONENTS OF INCOME BEFORE INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Loss before income tax expenses	$ (251,584,044)	$ (15,055,080)	$ (14,458,704)
PRC [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Loss before income tax expenses	(200,522,409)	(10,225,125)	(13,842,300)
Cayamn Islands [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Loss before income tax expenses	(40,144,182)
SWEDEN
Effective Income Tax Rate Reconciliation [Line Items]
Loss before income tax expenses	(4,683,148)	(2,548,228)	232,644
UNITED STATES
Effective Income Tax Rate Reconciliation [Line Items]
Loss before income tax expenses	(5,511,073)
Others [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Loss before income tax expenses	$ (723,232)	$ (2,281,727)	$ (849,048)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 15: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 16: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Goodwill and Intangible Assets Disclosure [Abstract]

BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

SCHEDULE OF BORROWINGS

Borrowing as of December 31, 2024 and 2025 represented the following:

SCHEDULE OF BORROWINGS

Lender	Interest rate		Issuance Date	Maturity Date	As of December 31, 2024		As of December 31, 2025
Short-term borrowings
Antalpha Digital Pte Ltd (i)		8.00%	(i)	(i)		-		12,709,572
Antalpha Digital Pte Ltd (i)		9.00%	(i)	(i)		-		7,492,391
China Merchants Bank (ii)		3.40%	February 8, 2025	February 8, 2026		-		4,289,943
Wuhan Rural Commercial Bank (iii)		4.00%	March 25, 2025	March 13, 2026		-		1,429,981
Bank of China (iv)		3.00%	October 28, 2025	October 28, 2026		-		1,429,981
China Zheshang bank (v)		3.00%	March 12, 2025	March 9, 2026		-		1,429,981
SPD Bank (vi)		3.00%	December 4, 2025	November 9, 2026		-		1,429,981
HanKou Bank (vii)		3.40%	October 14, 2025	October 14, 2026		-		1,429,981
Industrial Bank (viii)		2.80%	June 28, 2025	June 24, 2026		-		1,429,981
China CITIC Bank (ix)		3.00%	June 26, 2025	June 25, 2026		-		1,429,981
China CITIC Bank (x)		3.00%	June 26, 2025	June 25, 2026		-		857,989
SEB Bank (xi)		6.14%	August 27, 2025	August 26, 2026		-		861,731
China Zheshang bank (xii)		3.60%	June 10, 2025	June 9, 2026		-		714,990
China Everbright Bank (xiii)		3.45%	March 25, 2025	March 24, 2026		-		714,990
Bank of Beijing (xiv)		2.50%	December 26, 2025	December 21, 2026		-		714,990
Bank of China (xv)		3.10%	February 28, 2025	February 28, 2026		-		428,995
HanKou Bank		4.50%	February 23, 2024	February 22, 2025		684,997		-
Industrial Bank		3.90%	May 24, 2024	May 23, 2025		684,997		-
China CITIC Bank		3.45%	June 27, 2024	June 26, 2025		684,997		-
China CITIC Bank		3.45%	June 27, 2024	June 26, 2025		410,998		-
China Construction Bank		4.05%	May 7, 2024	May 6, 2025		1,372		-
China Merchants Bank		3.90%	January 26, 2024	January 26, 2025		4,109,983		-
Wuhan Rural Commercial Bank		4.81%	March 26, 2024	March 20, 2025		1,232,995		-
Bank of China		3.45%	September 25, 2024	September 25, 2025		1,369,994		-
China Everbright Bank		3.75%	January 22, 2024	January 21, 2025		684,997		-
China Zheshang bank		3.80%	April 10, 2024	April 7, 2025		684,997		-
Total					$	10,550,327	$	38,795,458
Long-term borrowings, current portion
Hua Xia Bank (xvi)		3.85%	March 29, 2023	March 28, 2026		-		3,564,835
HanKou Bank (xvii)		4.50%	March 25, 2025	September 17, 2026		-		14,300
Bank of China (xviii)		4.80%	June 29, 2025	June 21, 2026		-		7,292
Hua Xia Bank		4.40%	March 29, 2023	September 21, 2025		136,999		-
Hua Xia Bank		4.40%	March 29, 2023	March 21, 2025		136,999		-
Subtotal						273,998		3,586,427
Long-term borrowings
HanKou Bank (xvii)		4.50%	March 25, 2025	March 17, 2027		-		693,541
Bank of China (xviii)		4.80%	June 29, 2025	June 27, 2028		-		353,706
Hua Xia Bank		4.40%	March 29, 2023	March 28, 2026		3,376,519		-
Total					$	3,650,517	$	4,633,674

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

12. BORROWINGS – Continued

(i)

On September 10, 2025, the Company signed a Master Loan Agreement with a lender in which the lender agreed to grant a credit line to the Company to lend the Company fiat money or cryptocurrency for the purpose of paying off the Company’s mining machines hosting expenses. The loans are denoted in USDT and typically paid directly to the service provider. The amount the Company is able to draw from the credit line is determined by the monetary value of the cryptocurrency collateral the Company posted at the lender-designated wallets. Based on the agreement, there is no specific limit in the amount the Company is able to borrow within the first twelve months since the inception of the agreement. Subsequently, the amount the Company could draw from the credit line is limited at 60% of the market value of the collateralized cryptocurrency. There is no expiration date indicated in such agreement. In addition, the amount drawn typically does not have maturity as long as sufficient collateralization has been maintained. As of December 31, 2025, all of the Company’s bitcoins were posted as collateral.

(ii)

The principal of the loan is RMB30,000,000 (approximately $4,289,943). The loan is pledged by existing and potential account receivables of Wuhan ESVF, Shenzhen VF and Xinghui Culture due from Tengjing Sports Culture Development (Shanghai) Co., Ltd., Shenzhen Tencent Computer Systems Co., Ltd., Tencent Technology (Chengdu) Co., Ltd., Tencent Technology (Shenzhen) Co., Ltd and guaranteed by Shenzhen VF and the Group’s shareholders, Liwei Sun and Rui Zhou.

(iii)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang.

(iv)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media and the Group’s shareholder, Liwei Sun and Rui Zhou.

(v)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media, ShenZhen VF and the Group’s shareholder, Liwei Sun and Rui Zhou.

(vi)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media and the Group’s shareholder, Liwei Sun and Rui Zhou.

(vii)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by the Group’s shareholder, Liwei Sun and Rui Zhou.

(viii)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Wuhan ESVF and the Group’s shareholder, Liwei Sun and Rui Zhou.

(ix)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by the Group’s shareholder, Liwei Sun and Rui Zhou.

(x)

The principal of the loan is RMB6,000,000 (approximately $857,989). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang.

(xi)

NIP Gaming AB maintains a revolving credit facility of SEK 8,000,000 with SKANDINAVISKA ENSKILDA BANKEN AB, with no pledges, collateral or guarantees required. As of 31 December 2025, the utilized portion of the facility amounts to SEK 7,588,463, equivalent to USD 861,731.

(xii)

The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF, and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang. And The loan is pledged by all accounts receivable generated by Tencent Technology (Shenzhen) Co., Ltd. from June 4, 2025, over the following three years.

(xiii)		The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Shenzhen VF and the Group’s shareholders, Liwei Sun and Rui Zhou. And The loan is pledged by existing account receivables of Wuhan ESVF due from Shanghai Dianding CO., LTD.

(xiv)		The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF.

(xv)		The principal of the loan is RMB3,000,000 (approximately $428,995). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang.

(xvi)		The principal of the loan is RMB30,000,000 (approximately $4,289,943). The loan is guaranteed by Wuhan Zhongzhe Financing Guarantee Co., LTD., Hongli Culture and the Group’s shareholders, Liwei Sun and Rui Zhou. As of December 31, 2025, the outstanding loan principal of RMB25,000,000 (approximately $3,574,952) is due within twelve months, which is classified as current portion of long-term borrowing. And debt issuance costs of RMB70,755(approximately $10,118) were deducted from the proceeds from the loan.

(xvii)		The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang and Wuhan Optics Valley Technology Financing Guarantee Co., Ltd who charged a financing guarantee fee of 0.4% per annum on the principal amount of the financing guarantee. As of December 31, 2025, the outstanding loan principal of RMB100,000 (approximately $14,300) is due within twelve months, which is classified as current portion of long-term borrowing and the remaining portion of principal of RMB4,850,000 (approximately $693,541) is presented as a long-term borrowing.

(xviii)		The principal of the loan is RMB2,550,000 (approximately $360,998). The loan is guaranteed by Wuhan ESVF and Shenzhen VF.

INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSETS, NET

10. INTANGIBLE ASSETS, NET

Intangible assets, net, consists of the following:

SCHEDULE OF INTANGIBLE ASSETS, NET

	2024		2025
	As of December 31,
	2024		2025
Indefinite useful lives:
League tournaments rights*	$	76,263,589	$	86,366,829
Brand name of Ninjas in Pyjamas		22,642,669		27,172,086
Brand name of Wuhan ESVF		14,220,542		14,843,203
Brand name of Young Will		643,897		-
Subtotal		113,770,697		128,382,118
Less: Impairment loss provision for Brand name of Ninjas in Pyjamas		-		23,149,403
Less: Impairment loss provision for League tournaments rights of Ninjas in Pyjamas		-		41,256,899
Indefinite useful lives, net		113,770,697		63,975,816

Definite useful lives
Agency Contract Rights		18,928,983		18,103,617
Talent acquisition costs		3,102,781		1,606,704
Game copyright		969,336		1,011,779
Brand name of Hongli Culture		794,597		829,389
Software		282,954		295,344
Customer relationship		3,753,785		-
Subtotal		27,832,436		21,846,833
Less: accumulated amortization		13,621,612		17,243,739
Definite useful lives, net		14,210,824		4,603,094

Intangible Assets, net	$	127,981,521	$	68,578,910

League tournaments rights derived from business acquisition were $65,879,725 and $75,528,298 as of December 31, 2024 and 2025, respectively.

Amortization expenses were $4,764,034, $4,693,884 and $5,426,406 for the years ended December 31, 2023, 2024 and 2025, respectively.

The following is a schedule, by fiscal years, of amortization amount of intangible asset as of December 31, 2025:


2026	$	2,896,456
2027		855,318
2028		365,835
2029		155,654
2030		64,757
Thereafter		265,074
Total	$	4,603,094

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

10. INTANGIBLE ASSETS, NET – Continued

The Group entered into contracts with several third-parties to purchase league tournaments rights of KPL, LPL and CFPL, the Group is allowed to pay the purchase price on installment for a period of time exceeding one year. when league tournaments rights are purchased on installment terms that exceeds one year, the contract contains a significant financing component, and therefore the payable is recorded at the present value of the payments. The difference between the present value of the payable and the nominal or principal value of the contract amount is recognized as interest expense over the contractual repayment period using the effective interest rate method. The interest rate used to determine the present value of total amount receivable is the rate subject to management decision on the date of the transaction and it reflects the rate that the Group can obtain financing of a similar nature from other sources at the date of the transaction. During the years ended December 31, 2023, 2024 and 2025, the payable related to league tournaments rights of amounting to $1,259,822, $1,111,771 and nil was settled through netting off with the revenue from tournament participation of esports, respectively and the payable related to league tournaments rights of amounting to nil, $856,965 and $885,967 was waived, respectively.

Pursuant to contract term, the amount due within one year as of December 31, 2024 and as of December 31, 2025 were $732,236 and $801,748, respectively. The remaining portion due after one year as of December 31, 2024 and as of December 31, 2025 were $1,546,701 and $783,871, respectively.

CRYPTO ASSETS HELD (Details Narrative)	3 Months Ended
CRYPTO ASSETS HELD (Details Narrative)	Jun. 30, 2025 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Crypto assets for payment of service fee	$ 571,762

SUBSEQUENT EVENTS (Details Narrative) - Common Stock [Member]	12 Months Ended
	Dec. 31, 2025 shares
Subsequent Event [Line Items]
Grant awards	45,430,307
Incentive Plan	164,946,296

TAXATION (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

SCHEDULE OF COMPONENTS OF INCOME BEFORE INCOME TAX

The components of the (loss)/income before income taxes are as follows:

	2023			2024			2025
	For the years ended December 31,
	2023			2024			2025
PRC	$	(13,842,300	)	$	(10,225,125	)	$	(200,522,409	)
Cayman Islands		-			-			(40,144,182	)
Sweden		232,644			(2,548,228	)		(4,683,148	)
US		-			-			(5,511,073	)
Others		(849,048	)		(2,281,727	)		(723,232	)
Total	$	(14,458,704	)	$	(15,055,080	)	$	(251,584,044	)

SCHEDULE OF INCOME TAX PROVISION

The income tax provision consists of the following components:

SCHEDULE OF INCOME TAX PROVISION

	2023			2024			2025
	For the years ended December 31,
	2023			2024			2025
Current income tax expense	$	181,967		$	126,140		$	1,364,150
Deferred income tax benefits		(1,382,822	)		(2,495,899	)		(14,829,357	)
Total income tax benefits	$	(1,200,855	)	$	(2,369,759	)	$	(13,465,207	)

SCHEDULE OF RECONCILIATION OF INCOME TAXES

A reconciliation between the Group’s actual provision for income taxes and the provision at the PRC, mainland statutory rate is as follows:

	2023			2024
	For the years ended December 31,
	2023			2024
Loss before income tax expense	$	(14,458,704	)	$	(15,055,080	)
Income tax benefit at the PRC statutory rate		(3,614,676	)		(3,763,770	)
Effect of preferential tax rates		192,365			390,029
Impact of different tax rates in other jurisdictions		187,136			493,254
Tax effect on share-based compensation, nil of tax		1,530,587			-
Tax effect on charitable donations		-			-
Tax effect of non-deductible items		159,573			145,890
Prior year true up		(27,019	)		76,534
Change in valuation allowance		371,179			288,304
Income tax benefits	$	(1,200,855	)	$	(2,369,759	)

The table below provides the updated requirements of ASU 2023-09 for 2025.

The reconciliation of effective income tax rate computed by applying the PRC statutory tax rate of 25% is as follows:

Net loss before income tax expense	$	(251,584,044)
	For the year ended December 31, 2025
Net loss before income tax expense	$	(251,584,044)
Income tax benefit at the PRC statutory rate		(62,896,011)	25.0%
Foreign tax effects
Cayman Islands
Statutory tax rate difference between Cayman Islands and PRC		10,036,046	-4.0%
United States
Statutory tax rate difference between United States and PRC		220,443	-0.1%
Changes in valuation allowance		1,157,325	-0.5%
Sweden
Statutory tax rate difference between Sweden and PRC		8,430,781	-3.4%
Tax effect of non-deductible items		25,278,277	-10.0%
Other foreign jurisdictions
Statutory tax rate difference between other foreign jurisdictions and PRC		150,927	-0.1%
Changes in valuation allowance		44,551	0.0%
Changes in valuation allowance		4,496,499	-1.8%
Effect of preferential tax rates		(123,723)	0.0%
Non-deductible expenses		51,362	0.0%
Prior year true up		(311,684)	0.1%
Income tax expenses (benefit)		(13,465,207)	5.4%

SCHEDULE OF DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITY

As of December 31, 2024 and 2025, the significant components of the deferred tax assets and deferred tax liability are summarized below:

	2024			2025
	As of December 31,
	2024			2025
Deferred tax assets:
Net operating loss carried forward	$	4,029,778		$	7,941,587
Allowance for credit loss		-			334,526
Temporary differences on property, plant and equipment depreciation		-			681,991
Temporary differences on fair value adjustment of Bitcoin		-			411,877
Deferred tax assets, gross		4,029,778			9,369,981
Valuation allowance		(1,940,958	)		(7,842,308	)
Deferred tax assets, net of valuation allowance	$	2,088,820		$	1,527,673

Deferred tax liabilities:
Intangible assets acquired from business combination ⁽ⁱ⁾	$	22,408,835		$	10,687,700
Intangible assets acquired from asset acquisition ⁽ⁱⁱ⁾		1,252,372			502,772
Total deferred tax liabilities	$	23,661,207		$	11,190,472

(i)

The Group initial recognized $8,798,807, $14,427,828 and $1,596,010 of deferred tax liability from reverse acquisition on March 18, 2021, business acquisition on January 10, 2023 and business acquisition on October 2, 2024 due to appreciation fair value of intangible assets acquired. The Group reverse due to amortization of related intangible assets and disposal of subsidiaries.

(ii)

The Group initial recognized $4,413,819 of deferred tax liability from asset acquisition in 2021 and reverse $770,690 and $804,436 due to amortization of related intangible assets during the years end December 31, 2024 and 2025, respectively.

SCHEDULE OF NET OPERATING LOSS CARRYFORWARDS


2026	$	589,137
2027		3,901,196
2028		4,079,582
2029		8,518,300
2030		7,932,895
Total	$	25,021,110

SCHEDULE OF MOVEMENT OF VALUATION ALLOWANCE

Movement of valuation allowance is as follow:

	2023			2024			2025
	As of December 31,
	2023			2024			2025
Valuation allowance
Balance at beginning of the year		1,372,267		$	1,703,274		$	1,940,958
Additions		377,624			341,046			5,921,187
Utilization		(6,445	)		(52,742	)		(222,811	)
Exchange rate effect		(40,172	)		(50,620	)		202,974
Balance at end of the year	$	1,703,274		$	1,940,958		$	7,842,308

TAXATION

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

TAXATION

14. TAXATION

Cayman Islands

The Company was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.

United States

Under the current laws, the federal corporate income tax rate in the United States is generally assessed at the rate of 21%.

Unlike the uniform federal rate, state corporate income tax rates vary significantly. The rates range from as low as 0% to as high as 5.19%.

Sweden

Generally, Ninjas in Pyjamas is considered Sweden resident enterprises under Sweden tax law, and is subject to enterprise income tax on their worldwide taxable income as determined under Sweden tax laws. The applicable statutory income tax rate for the year ended 2024 is 20.6%, unless otherwise specified.

Hong Kong

ESVF HK was established in Hong Kong and is subject to a two-tiered income tax rate for taxable income earned in Hong Kong effectively since April 1, 2018. The first HKD2 million of profits earned by a company is subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%. No provision for Hong Kong profits tax has been made in the consolidated financial statements as it has no assessable profit for the years ended December 31, 2023 and 2024.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

14. TAXATION - Continued

PRC

Generally, the Group’s WFOE and its subsidiaries, which are considered as PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%.

The State Administration of Taxation further announced that from January 1, 2021 to December 31, 2022, for the portion of taxable income not exceeding RMB1 million, the amount of taxable income can be halved from 25% to 12.5%, and the corporate income tax will be levied at 20%, for small and low-profit enterprises, and from January 1, 2022 to December 31, 2024, small and low-profit enterprises can enjoy a 20% corporate income tax rate on 25% of the taxable income amount for the portion of taxable income more than RMB1 million but not exceeding RMB3 million. In accordance with announcement of the Ministry of Finance and the State Taxation Administration [2023] No. 6, which was effective from January 1, 2023 to December 31, 2024, preferential tax rate became 5% on taxable income below RMB1 million. According to announcement of the Ministry of Finance and the State Taxation Administration [2023] No.12, which became effective on August 2, 2023 and until to December 31, 2027, small, low profit enterprises is subject to the preferential income tax rate of 5% (only 25% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).

For the year ended December 31, 2025, Dawei Xianglong, Changsha Liyao, Wuhan Yingciyuan, Xiamen Yingciyuan, Beijing Hongli, Hangzhou Hongxiaoli, Wuhan Hongxiaoli, Shanghai Hongdali, Xingzhi Media, Xingjing Entertainment, Xinghui Media, Taicang Xingjing, Chengdu Xingjing Weiwu, Zhoushan Xingjing, Zhoushan Jingxi, Wuhan Muyecun, Shanghai Rujing, Jinyuanbao, Hangzhou Yinyuan, Wuhan Alunyou, Xingyao Future, Guangxi Hongli, Shanghai Xingyu, Chengdu Qiyuhai, Beijing Xingjing Entertainment and Shenzhen Xingjing were recognized as small-scale and low-profit enterprises.

The components of the (loss)/income before income taxes are as follows:

	2023			2024			2025
	For the years ended December 31,
	2023			2024			2025
PRC	$	(13,842,300	)	$	(10,225,125	)	$	(200,522,409	)
Cayman Islands		-			-			(40,144,182	)
Sweden		232,644			(2,548,228	)		(4,683,148	)
US		-			-			(5,511,073	)
Others		(849,048	)		(2,281,727	)		(723,232	)
Total	$	(14,458,704	)	$	(15,055,080	)	$	(251,584,044	)

The income tax provision consists of the following components:

SCHEDULE OF INCOME TAX PROVISION

	2023			2024			2025
	For the years ended December 31,
	2023			2024			2025
Current income tax expense	$	181,967		$	126,140		$	1,364,150
Deferred income tax benefits		(1,382,822	)		(2,495,899	)		(14,829,357	)
Total income tax benefits	$	(1,200,855	)	$	(2,369,759	)	$	(13,465,207	)

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

14. TAXATION - Continued

A reconciliation between the Group’s actual provision for income taxes and the provision at the PRC, mainland statutory rate is as follows:

	2023			2024
	For the years ended December 31,
	2023			2024
Loss before income tax expense	$	(14,458,704	)	$	(15,055,080	)
Income tax benefit at the PRC statutory rate		(3,614,676	)		(3,763,770	)
Effect of preferential tax rates		192,365			390,029
Impact of different tax rates in other jurisdictions		187,136			493,254
Tax effect on share-based compensation, nil of tax		1,530,587			-
Tax effect on charitable donations		-			-
Tax effect of non-deductible items		159,573			145,890
Prior year true up		(27,019	)		76,534
Change in valuation allowance		371,179			288,304
Income tax benefits	$	(1,200,855	)	$	(2,369,759	)

The table below provides the updated requirements of ASU 2023-09 for 2025.

The reconciliation of effective income tax rate computed by applying the PRC statutory tax rate of 25% is as follows:

Net loss before income tax expense	$	(251,584,044)
	For the year ended December 31, 2025
Net loss before income tax expense	$	(251,584,044)
Income tax benefit at the PRC statutory rate		(62,896,011)	25.0%
Foreign tax effects
Cayman Islands
Statutory tax rate difference between Cayman Islands and PRC		10,036,046	-4.0%
United States
Statutory tax rate difference between United States and PRC		220,443	-0.1%
Changes in valuation allowance		1,157,325	-0.5%
Sweden
Statutory tax rate difference between Sweden and PRC		8,430,781	-3.4%
Tax effect of non-deductible items		25,278,277	-10.0%
Other foreign jurisdictions
Statutory tax rate difference between other foreign jurisdictions and PRC		150,927	-0.1%
Changes in valuation allowance		44,551	0.0%
Changes in valuation allowance		4,496,499	-1.8%
Effect of preferential tax rates		(123,723)	0.0%
Non-deductible expenses		51,362	0.0%
Prior year true up		(311,684)	0.1%
Income tax expenses (benefit)		(13,465,207)	5.4%

As of December 31, 2024 and 2025, the significant components of the deferred tax assets and deferred tax liability are summarized below:

	2024			2025
	As of December 31,
	2024			2025
Deferred tax assets:
Net operating loss carried forward	$	4,029,778		$	7,941,587
Allowance for credit loss		-			334,526
Temporary differences on property, plant and equipment depreciation		-			681,991
Temporary differences on fair value adjustment of Bitcoin		-			411,877
Deferred tax assets, gross		4,029,778			9,369,981
Valuation allowance		(1,940,958	)		(7,842,308	)
Deferred tax assets, net of valuation allowance	$	2,088,820		$	1,527,673

Deferred tax liabilities:
Intangible assets acquired from business combination ⁽ⁱ⁾	$	22,408,835		$	10,687,700
Intangible assets acquired from asset acquisition ⁽ⁱⁱ⁾		1,252,372			502,772
Total deferred tax liabilities	$	23,661,207		$	11,190,472

(i)

(ii)

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

14. TAXATION - Continued

As of December 31, 2024 and 2025, the Group had net operating loss carryforwards of approximately $16,113,739 and $25,021,110 respectively, which arose from the Group’s subsidiaries established in the PRC. As of December 31, 2025, net operating loss carry forwards will expire, if unused, in the following amounts:


2026	$	589,137
2027		3,901,196
2028		4,079,582
2029		8,518,300
2030		7,932,895
Total	$	25,021,110

As of December 31, 2025, the Group had net operating loss carryforwards of $5,166,745 which can be carried forward indefinitely.

Movement of valuation allowance is as follow:

	2023			2024			2025
	As of December 31,
	2023			2024			2025
Valuation allowance
Balance at beginning of the year		1,372,267		$	1,703,274		$	1,940,958
Additions		377,624			341,046			5,921,187
Utilization		(6,445	)		(52,742	)		(222,811	)
Exchange rate effect		(40,172	)		(50,620	)		202,974
Balance at end of the year	$	1,703,274		$	1,940,958		$	7,842,308

The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Group’s experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. Under the applicable accounting standards, management has considered the Group’s history of losses and concluded that it is more likely than not that some subsidiaries of the Group will not generate future taxable income prior to the expiration of the majority of net operating losses for $27,624,549. Accordingly, as of December 31, 2024 and 2025, $1,940,958 and $7,842,308 valuation allowance has been established respectively.

Uncertain tax positions

The Group evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2024 and 2025, the Group did not have any significant unrecognized uncertain tax positions. The Group does not believe that its uncertain tax benefits position will materially change over the next twelve months.

For the years ended December 31, 2023, 2024 and 2025, the Group incurred no interest or penalties in connection with potentially underpaid income taxes. As of December 31, 2025, the tax years ended December 31, 2019 through 2024 for the Group’s subsidiaries in the PRC are generally subject to examination by the PRC tax authorities. As of December 31, 2025, the tax year ended December 31, 2025 for the Group’s subsidiaries incorporated in 2025 in the United States are generally subject to examination by the United States tax authorities.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

The entire disclosure for income tax.

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SCHEDULE OF ACCOUNTS RECEIVABLE NET

ACCOUNTS RECEIVABLE, NET (Tables)

12 Months Ended

Dec. 31, 2025

Credit Loss [Abstract]

Accounts receivable, net consists of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE NET

	2024			2025
	As of December 31,
	2024			2025
Accounts receivable*	$	28,567,980		$	37,903,617
Provision for credit losses		(188,432	)		(1,607,934	)
Accounts receivable, net	$	28,379,548		$	36,295,683

$4,025,547 and $ 8,805,611 in accounts receivable were pledged as collateral for short-term borrowing as of December 31, 2024 and December 31, 2025 (Note 12).

SCHEDULE OF MATURITY OF LEASE LIABILITIES UNDER OPERATING LEASE (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Leases
2026	$ 699,132
2027	684,829
2028	695,161
2029	569,950
2030 and thereafter	1,848,334
Total lease payments	4,497,406
Less: imputed interest	547,981
Total	3,949,425
Less: current portion	571,939	$ 768,955
Non-current portion	$ 3,377,486	$ 1,093,079

SCHEDULE OF GOODWILL BY SEGMENTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Goodwill	$ 30,363,234	$ 131,909,760
PRC And Other Subsidiaries [Member]
Segment Reporting Information [Line Items]
Goodwill	30,363,234	29,813,733	$ 28,975,408
Ninjas in Pyjamas [Member]
Segment Reporting Information [Line Items]
Goodwill		102,096,027	$ 112,426,919
Mining Business [Member]
Segment Reporting Information [Line Items]
Goodwill

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Prepaid Expenses And Other Current Assets Net

PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets, net consist of the following:

	2024		2025
	As of December 31,
	2024		2025
Deposit⁽¹⁾		193,777		4,587,250
VAT prepayment		561,482		678,487
Contract cost		372,309		153,533
Employee Reserve		227,444		184,421
Inventories		135,585		170,826
Prepaid expenses		35,249		22,075
Others		102,906		384,029
Total prepayments and other current assets		1,628,752		6,180,621
Less: provision for doubtful accounts		110,609		112,342
Total prepayments and other current assets, net	$	1,518,143	$	6,068,279

(1)	The balance mainly consists of deposits paid to mining sites.

RESTRICTED NET ASSETS (Details Narrative) - USD ($)	12 Months Ended
RESTRICTED NET ASSETS (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Receivables [Abstract]
Statutory surplus reserve	Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the shareholders. Paid-in capital of our subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes.
Net assets	$ 47,897,393	$ 71,658,818

SCHEDULE OF GOODWILL (Details) (Parenthetical)	12 Months Ended
SCHEDULE OF GOODWILL (Details) (Parenthetical)	Dec. 31, 2025 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment loss on discounted cash flow	$ 122,519,218

GOODWILL

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

11. GOODWILL

The changes in the carrying amount of goodwill during the years ended December 31, 2023, 2024 and 2025 are as follows:

SCHEDULE OF GOODWILL

	PRC and other Subsidiaries			Ninjas in Pyjamas			Consolidated
	PRC and other Subsidiaries			Ninjas in Pyjamas			Consolidated
Balance at December 31, 2023	$	28,975,408		$	112,426,919		$	141,402,327
Addition		1,695,318			-			1,695,318
Exchange difference		(856,993	)		(10,330,892	)		(11,187,885	)
Balance at December 31, 2024	$	29,813,733		$	102,096,027		$	131,909,760
Goodwill beginning balance	$	29,813,733		$	102,096,027		$	131,909,760
Addition
Exchange difference		1,284,975			20,423,191			21,708,166
Provisions for impairment⁽ⁱ⁾		-			(122,519,218	)		(122,519,218	)
Disposal of subsidiaries		(735,474	)		-			(735,474	)
Balance at December 31, 2025	$	30,363,234		$	-		$	30,363,234
Goodwill ending balance	$	30,363,234		$	-		$	30,363,234

(i)

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

The entire disclosure for goodwill.

LOSS PER SHARE

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

LOSS PER SHARE

22. LOSS PER SHARE

The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the years ended December 31, 2023, 2024 and 2025 presented:

	As of December 31,
	2023			2024			2025
Numerator:
Net loss attributable to NIP Group Inc.’s shareholders		(57,172,736	)		(48,620,764	)		(237,510,077	)

Denominator:
Weighted average number of ordinary shares outstanding-basic and diluted*		37,160,593			70,200,374			160,497,641
Denominator for basic and diluted net loss per share calculation		37,160,593			70,200,374			160,497,641

Basic and diluted net loss per share attributable to ordinary shareholders of NIP Group Inc.’s shareholders		(1.54	)		(0.69	)		(1.48	)

The shares and per share data are presented on a retroactive basis to reflect the stock split (Note 16)

Basic and diluted loss per ordinary share is computed using the weighted average number of ordinary shares outstanding during the year. Both Class A and Class B ordinary shares are included in the calculation of the weighted average number of ordinary shares outstanding, basic and diluted.

The weighted-average numbers of non-vested share options excluded from the calculation of diluted net loss per share of the Group were nil, nil and 27,301 as of December 31, 2023, 2024 and 2025, respectively.

The nil, nil and nil stock options were vested but unexercised as of December 31, 2023, 2024 and 2025, respectively. The Group included these stock options to calculate the denominator because they are exercisable at RMB nil.

Holders of the preferred shares are entitled to receive non-cumulative dividends pari passum with ordinary shares, on an as-converted basis, hence the preferred shares meet the definition of participating securities pursuant to the definition under ASC 260-10-20. However, net loss available to ordinary shareholders were not adjusted due to the following: 1) the holders of the preferred shares are entitled to non-cumulative dividends and there was no declared non-cumulative dividends during the presented periods; 2) there was no undistributed earnings during the presented periods and the holders are not entitled to bear any loss (e.g. make additional contribution to the Group in case of significant losses) of the Group; and 3) the contractual principal or mandatory redemption amount of the holder is not reduced as a result of losses incurred by the Group. Therefore, there was no adjustment from undistributed earnings allocated to participating securities.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

BORROWINGS (Details Narrative) - USD ($)	12 Months Ended
BORROWINGS (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Interest Expense, Borrowings	$ 917,000	$ 552,671	$ 373,415
Short-Term Debt, Weighted Average Interest Rate, at Point in Time	5.97%	3.92%
Long-Term Debt, Weighted Average Interest Rate, at Point in Time	3.90%	4.40%

ACQUISITIONS

12 Months Ended

Dec. 31, 2025

ACQUISITIONS

3. ACQUISITIONS

3.1 BUSINESS ACQUISITION of YOUNG WILL

On September 30, 2024, the Company entered into a definitive agreement (“Young Will agreement”) with the shareholders of Young Cayman, the Cayman parent company that controls Young Will through contractual arrangements, to effect a series of share exchange transactions. Pursuant to the Young Will agreement, such shareholders agreed to sell and transfer to the Company all of the ordinary shares of Young Cayman beneficially owned by them, and in exchange and as consideration therefor, the Company agreed to issue and allot to such beneficial owners certain number of Class A ordinary shares. In October 2024, the Company issued 920,212 Class A ordinary shares to the beneficial owners of Young Cayman in exchange for 61% of the total issued and outstanding share capital of Young Cayman (“First Closing”) in accordance with the Young Will agreement. After the First Closing, if the 2024 performance target of Young Will set out in the Young Will agreement have been met, the Company shall issue and sell to shareholders of Young Cayman additional number shares of the Company. The Company estimated liability for contingent consideration payables at fair value.

Besides, the Company will subsequently acquire an additional 13% of the share capital of Young Cayman each year during 2025, 2026, and 2027, and in exchange issue a corresponding number of the Company’s Class A ordinary shares to the beneficial owners of Young Cayman, contingent upon the satisfaction of certain terms and conditions set out in the Young Will agreement.

In accordance with ASC 805, (i) the transaction was identified as business combination with third party; (ii) the Company was identified as accounting acquirer and the acquisition date was October 2, 2024; (iii) the Company conducted the acquisition by issuing 920,212 Class A ordinary shares to original shareholders of Young Will and the Company elected to use fair value of the acquirer’s equity interest and the acquisition-date fair value of contingent consideration as the consideration transferred. Since the Company is a listed company in Nasdaq, therefore, the management determined the acquisition date fair value of the consideration by using acquirer’s equity interests. The excess of consideration over the fair value of assets and liabilities of businesses acquired shall be recognized as goodwill. The Company engaged an independent valuation appraiser to assist in identification and evaluation of fair value of contingent consideration for acquisition and identifiable assets acquired and liabilities assumed as of the acquisition date. Pursuant to ASC 830-30-45-3 and ASC 830-30-45-11, after the initial recognition, the Company recognized the fair values of the acquired assets and liabilities and translated the individual assets (including goodwill) of Young Will from RMB to USD, the Company elects not to apply pushdown accounting in Young Will’ separate financial statements and maintains the records necessary to adjust the consolidated amounts to what they would have been had the amounts been recorded in the Young Will’ books and records.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

3. BUSINESS ACQUISITION – Continued

3.1 BUSINESS ACQUISITION of YOUNG WILL – Continued

The Company used the following valuation methodologies to value assets acquired, liabilities assumed and intangible assets identified:

— Intangible assets – Customer relationships were valued using the multi-period excess earning method under income approach, which represents the excessive earnings generated by the asset that remains after a deduction for a return on other contributory assets;

— Intangible assets – Brand name were valued using the relief from royalty method under income approach, which represents the benefits of owning the intangible asset rather than paying royalties for its right of use;

— Intangible assets —Talent relationships were valued using the with-and-without approach, which comparing two scenarios: one is the situation “with” a particular intervention, policy, or activity, and the other is the situation “without” it. By comparing these two scenarios, the impact of the intervention can be estimated;

— Other assets and liabilities carrying value approximated fair value at the time of acquisition.

On the acquisition date of October 2, 2024, the allocation of the consideration of the assets acquired and liabilities assumed based on their fair value was as follows:

	Amount
Fair value of consideration transferred	$	3,311,721
Fair value of contingent consideration payables		404,418
Fair value of consideration transferred		3,716,139

Fair value of the assets acquired and the liabilities assumed
Net working capital ⁽³⁾		149,294
Intangible assets – Customer relationships		3,904,524
Intangible assets – Agency contract rights		1,809,761
Intangible assets – Brand name		669,754
Intangible assets		669,754
Non-operating asset/liability		866,642
Deferred tax liability⁽⁴⁾		(1,596,010	)
Less: Redeemable non-controlling interests		(2,841,123	)
Total identifiable assets		2,962,842
Goodwill	$	753,297

(3)	Among which, cash acquired from acquisition of Young Will was $296,139.

(4)	Deferred tax liabilities were calculated based on appreciation fair value of all intangible assets multiplied by income tax rate.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

3. BUSINESS ACQUISITION – Continued

3.1 BUSINESS ACQUISITION of YOUNG WILL – Continued

The goodwill acquired resulted primarily from Young Will’ expected synergies and assembled workforce from the integration of businesses acquired into the Company’s existing business.

Net revenue of $1,935,611 and net income of $305,443 arising from acquisition of Young Will made in period from acquisition date to December 31, 2024 that are included in the Group’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.

In July 2025, the Company entered into a termination agreement with the shareholders of ZSZQ Limited, pursuant to which the parties mutually agreed to terminate the share swap agreement and all related ancillary agreements and instruments in respect of the share swap transactions. The transaction constituted a disposal of the Company’s interest in Young Will, for which no consideration was received. The Company recognized a loss on disposal of $ 1,911,840 in the consolidated statements of operations. As of July 31, 2025, all shares previously issued pursuant to the share swap agreement had been fully surrendered and cancelled, with no shares remaining outstanding in connection with such transactions. As of the disposal date, Young Will had total assets of $ 2,504,050, and a net loss of $249,177 for the seven months ended July 31, 2025.

3.2 BUSINESS ACQUISITION of JINYUANBAO

On September 23, 2024, Wuhan Alunyou Network Information Development Co., Ltd. (“Wuhan Alunyou”) entered into a Share Transfer Agreement (the “Jinyuanbao Agreement”) with the beneficial owners of Jinyuanbao. According to Jinyuanbao Agreement, Wuhan Alunyou acquired 90% of Jinyuanbao’s equity with cash consideration of RMB 900,000, and Wuhan Alunyou has fully paid the consideration on October 1, 2024 which was the acquisition date. Under this business acquisition, no intangible assets were identified, and the goodwill was recognized at the amount of $942,021.

3.3 ASSETS ACQUISITION OF MINING MACHINES

On June 27, 2025, the Company entered into a definitive Asset Purchase Agreement (the “APA”) to acquire on-rack crypto mining machines from Fortune Peak Limited and Apex Cyber Capital Limited (together, the “Sellers”). On September 5, 2025, upon the closing of the transaction, the Company issued 119,553,439 Class A ordinary shares of the Company to the sellers. These mining machines are currently used for Bitcoin mining.

The acquired set of mining machines did not meet the definition of a business as defined in ASC 805, Business Combinations, as no substantive processes or inputs that together significantly contribute to the ability to create outputs were acquired. The assets acquired consisted primarily of bitcoin mining machines, which are included in Property and equipment, net on the Consolidated Balance Sheets. The fair value of the mining machines acquired was initially recorded at the fair value of $20.3 million and was determined using the market approach, adjusted by relevant market factors and specific characteristics of the mining machines, in exchange for the issuance of contracted share number of 119,553,439 ordinary shares. No identifiable intangible assets were acquired, no goodwill was recognized, and no liabilities were assumed in connection with the transaction.

The entire disclosure for business combination.

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Prepaid Expenses And Other Current Assets Net

SCHEDULE OF MAJOR REVENUE GENERATING ACTIVITIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Product Information [Line Items]
Total revenue	$ 126,630,277	$ 85,318,436	$ 83,724,966
Bitcoin mining	20,064,258
Less: surcharge tax	103,731	52,130	56,525
Net revenue	126,526,546	85,266,306	83,668,441
Esports Teams Operation [Member]
Product Information [Line Items]
Total revenue	11,818,097	14,725,503	21,664,621
Event Production [Member]
Product Information [Line Items]
Total revenue	31,922,001	23,285,775	9,409,795
Talent Management Service Of Third Party Online Entertainers [Member]
Product Information [Line Items]
Total revenue	62,825,921	47,307,158	52,650,550
Esports Team [Member] \| Tournament Participation Of Esports [Member]
Product Information [Line Items]
Total revenue	6,397,578	8,549,677	7,699,506
Esports Team [Member] \| Player Transfer and Rental Fee [Member]
Product Information [Line Items]
Total revenue	2,101,544	1,036,416	849,768
Esports Team [Member] \| Sales of Branded Merchandise [Member]
Product Information [Line Items]
Total revenue	1,000,059	113,536	184,337
Esports Team [Member] \| Talent Management Service of Esports [Member]
Product Information [Line Items]
Total revenue	848,418	544,639	1,115,057
Esports Team [Member] \| Sponsorships and Advertising [Member]
Product Information [Line Items]
Total revenue	847,073	3,860,800	8,147,298
Esports Team [Member] \| Other [Member]
Product Information [Line Items]
Total revenue	$ 623,425	$ 620,435	$ 3,668,655

SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS, NET (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Deposit

^[1]

$ 4,587,250

$ 193,777

VAT prepayment

678,487

561,482

Contract cost

153,533

372,309

Employee Reserve

184,421

227,444

Inventories

170,826

135,585

Prepaid expenses

22,075

35,249

Others

384,029

102,906

Total prepayments and other current assets

6,180,621

1,628,752

Less: provision for doubtful accounts

112,342

110,609

Total prepayments and other current assets, net

$ 6,068,279

$ 1,518,143

[1]	The balance mainly consists of deposits paid to mining sites.

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)		12 Months Ended
	Sep. 05, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation expenses		$ 5,422,902	$ 353,788	$ 592,345
Mining Machines [Member]
Property, Plant and Equipment [Line Items]
Acquisition of mining machines	$ 20,298,900
Impairment loss		$ 0

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	12 Months Ended
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Number of shares, outstanding			1,763,507
Weighted average exercise price, outstanding
Weighted average remaining contractual life, outstanding (In years)	2 years			1 year
Aggregate Intrinsic Value, Outstanding			$ 6,252,693
Weighted average grant date fair value, Outstanding			$ 1.54
Number of shares, granted	48,877,024		1,725,132
Weighted average exercise price, granted
Weighted average grant date fair value, granted	$ 0.76		$ 3.55
Number of shares, exercised	(48,425,049)		(3,488,639)
Weighted average exercise price, exercised
Weighted average grant date fair value, exercised	$ 0.76		$ 2.53
Number of shares, forfeited	(415,739)
Weighted average exercise price, forfeited
Number of shares, outstanding	36,236			1,763,507
Weighted average exercise price, outstanding
Aggregate Intrinsic Value, outstanding	$ 18,118			$ 6,252,693
Weighted average grant date fair value, outstanding	$ 0.81			$ 1.54
Number of shares, exercisable
Weighted average exercise price, exercisable
Aggregate intrinsic value, Exercisable
Weighted average grant date fair value, Exercisable

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

Leases

SCHEDULE OF LEASE COST RECOGNIZED IN CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

A summary of lease cost recognized in the Group’s consolidated statements of operations and comprehensive loss is as follows:

	2023		2024		2025
	For the Years Ended December 31,
	2023		2024		2025
Operating leases cost excluding short-term rental expense	$	545,166	$	712,280	$	772,687
Short-term lease cost		966,084		498,296		345,877
Total	$	1,511,250	$	1,210,576	$	1,118,564

SCHEDULE OF MATURITY OF LEASE LIABILITIES UNDER OPERATING LEASE

The following table summarizes the maturity of lease liabilities under operating leases as of December 31, 2025:

For the year ending December 31,	Operating Leases
2026	$	699,132
2027		684,829
2028		695,161
2029		569,950
2030 and thereafter		1,848,334
Total lease payments		4,497,406
Less: imputed interest		547,981
Total		3,949,425
Less: current portion		571,939
Non-current portion	$	3,377,486

SCHEDULE OF CURRENCY EXCHANGE RATES (Details)	Dec. 31, 2025	Dec. 31, 2024
China, Yuan Renminbi
Balance sheet, exchange rate	6.9931	7.2993
Operation and comprehensive loss and cash flows, exchange rate	7.1875	7.1957
Sweden, Kronor
Balance sheet, exchange rate	9.2227	11.0676
Operation and comprehensive loss and cash flows, exchange rate	9.8058	10.5747

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTIONS ACTIVITY

A summary of the share options activity for the year ended December 31, 2023, 2024 and 2025 is presented below:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Number of shares			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value		Weighted average grant date fair value
				USD		In years		USD		USD
Outstanding, December 31, 2022		1,763,507			-		1		6,252,693		1.54
Granted		1,725,132			-		-		-		3.55
Exercised		(3,488,639	)		-		-		-		2.53
Forfeited		-			-		-		-		-
Outstanding, December 31, 2023		-			-		-		-		-
Granted		-			-		-		-		-
Exercised		-			-		-		-		-
Forfeited		-			-		-		-		-
Outstanding at December 31, 2024		-			-		-		-		-
Granted		48,877,024			-		-		-		0.76
Exercised		(48,425,049	)		-		-		-		0.76
Forfeited		(415,739	)		-		-		-		0.81
Outstanding at December 31, 2025		36,236			-		2		18,118		0.81
Exercisable at December 31, 2025		-			-				-		-

OTHER LONG-TERM LIABILITY (Details Narrative)	Dec. 31, 2025 USD ($)	Mar. 18, 2025 USD ($)	Mar. 18, 2025 CNY (¥)	Dec. 31, 2024 USD ($)
Other Long-term Liability
Principal loan	$ 1,047,247	$ 2,144,971	¥ 15,000,000	$ 3,376,519

LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

	As of December 31,
	2023			2024			2025
Numerator:
Net loss attributable to NIP Group Inc.’s shareholders		(57,172,736	)		(48,620,764	)		(237,510,077	)

Denominator:
Weighted average number of ordinary shares outstanding-basic and diluted*		37,160,593			70,200,374			160,497,641
Denominator for basic and diluted net loss per share calculation		37,160,593			70,200,374			160,497,641

Basic and diluted net loss per share attributable to ordinary shareholders of NIP Group Inc.’s shareholders		(1.54	)		(0.69	)		(1.48	)

The shares and per share data are presented on a retroactive basis to reflect the stock split (Note 16)

Consolidated Balance Sheets

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Receivable for bitcoin collateral

$ 7,138,436

$ 9,559,298

Short-term investments

3,208,458

2,995,607

Accounts receivable, net

36,295,683

28,379,548

16,807,916

Crypto asset receivable

111,180

Crypto asset held

571,762

Advance to suppliers

7,014,413

1,066,329

Prepaid expenses and other current assets, net

6,068,279

1,518,143

Total current assets

77,534,128

44,415,102

Non-current assets:

18,215,748

3,043,272

Intangible assets, net

68,578,910

127,981,521

Right-of-use assets, net

3,910,184

1,965,772

30,363,234

131,909,760

Deferred tax assets, net

1,527,673

2,088,820

Other non-current assets

2,247,507

1,162,119

Total non-current assets

124,843,256

268,151,264

Total assets

202,377,384

312,566,366

Long-term borrowing, current

^[1]

38,795,458

10,550,327

3,586,427

273,998

Accounts payable

32,422,596

19,070,470

801,748

732,236

Accrued expenses and other liabilities

9,172,731

6,527,390

Deferred revenue

1,609,908

1,038,307

Operating lease liabilities, current

571,939

768,955

Total current liabilities

88,616,877

40,334,491

Operating lease liabilities, non-current

1,047,247

3,376,519

783,871

1,546,701

3,377,486

1,093,079

Deferred tax liabilities

11,190,472

23,661,207

Other long-term liability

2,144,971

Total non-current liabilities:

18,544,047

29,808,523

Total liabilities

107,160,924

70,143,014

Commitments and contingencies

MEZZANINE EQUITY

Redeemable non-controlling interests

2,296,805

2,958,555

Total mezzanine equity

2,296,805

2,958,555

EQUITY:

Subscription receivable

(20,514)

(3,808)

Additional paid-in capital

429,905,870

373,890,499

Statutory reserve

153,317

72,420

Accumulated deficit

(366,482,327)

(128,921,657)

Accumulated other comprehensive (loss) income

24,724,566

(10,522,210)

Total equity attributable to the shareholders of NIP Group Inc.

88,308,957

234,526,583

Non-controlling interests

4,610,698

4,938,214

Total equity

92,919,655

239,464,797

Total liabilities, mezzanine equity and equity

202,377,384

312,566,366

Class A Ordinary Stock [Member]

EQUITY:

Class B Ordinary Shares (US$0.0001 par value; 38,004,318 and 243,540,737 shares authorized as of December 31, 2024 and December 31, 2025, respectively, 38,004,318 and 83,434,625 issued and outstanding as of December 31, 2024 and December 31, 2025, respectively)

19,702

7,539

Class B Ordinary Stock [Member]

EQUITY:

8,343

3,800

Amounts due from related parties

318,001

896,177

Amount due to related parties, current

1,656,070

1,372,808

Amount due to related parties, non-current

$ 131,017

[1]

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical)	1 Months Ended
	Apr. 30, 2021
Related Party Transactions [Abstract]
Percentage of government subsidies received to the related party	60.00%

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2025

Condensed Financial Information Disclosure [Abstract]

SCHEDULE OF CONDENSED BALANCE SHEETS

Parent Company Balance Sheets:

SCHEDULE OF CONDENSED BALANCE SHEETS

	2024			2025
	As of December 31,
	2024			2025
Assets
Current Assets
Cash and cash equivalents	$	2,121,423		$	2,056
Amounts due from subsidiaries		15,431,911			9,325,733
Advance to suppliers		-			32,142
Total current assets		17,553,334			9,359,931

Non-current Assets
Investment in subsidiaries		221,178,395			80,022,001
Total non-current assets		221,178,395			80,022,001

Total Assets	$	238,731,729		$	89,381,932

Accrued expenses and other liabilities		1,246,591			1,072,975
Current Liabilities		1,246,591			1,072,975
Total liabilities	$	1,246,591		$	1,072,975

Mezzanine equity:
Redeemable non-controlling interests		2,958,555			-
Total mezzanine equity		2,958,555			-

Equity
Class A Ordinary Shares (US$0.0001 par value; 461,995,682 and 1,756,459,263 shares authorized as of December 31, 2024 and December 31, 2025, respectively, 75,392,253 and 197,363,156 issued and 75,392,253 and 197,020,222 outstanding as of December 31, 2024 and December 31, 2025, respectively)		7,539			19,702
Class B Ordinary Shares (US$0.0001 par value; 38,004,318 and 243,540,737 shares authorized as of December 31, 2024 and December 31, 2025, respectively, 38,004,318 and 83,434,625 issued and outstanding as of December 31, 2024 and December 31, 2025, respectively)		3,800			8,343
Ordinary shares value		3,800			8,343
Subscription receivable		(3,808	)		(20,514	)
Accumulated deficit		(128,849,237	)		(366,329,010	)
Additional paid-in capital		373,890,499			429,905,870
Accumulated other comprehensive loss		(10,522,210	)		24,724,566
Total equity attributable to the shareholders of NIP Group Inc.		234,526,583			88,308,957
Total liabilities, mezzanine equity and equity	$	238,731,729		$	89,381,932

SCHEDULE OF CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Parent Company Statements of Operations and Comprehensive Loss:

	2023			2024			2025
	For the years ended December 31,
	2023			2024			2025
Loss from operations:
Financial income(expense), net	$	26,175		$	34,650		$	(124,654	)
General and administrative expenses		(694,745)			(1,215,614)			(38,562,989)
loss on disposal of subsidiaries		-			-			(1,911,840	)
Equity in loss of subsidiaries		(12,589,459)			(11,508,821)			(196,880,290)
Net loss		(13,258,029)			(12,689,785)			(237,479,773)

Total comprehensive loss	$	(8,004,774	)	$	(28,637,365	)	$	(202,232,997	)

SCHEDULE OF CONDENSED STATEMENT OF CASH FLOWS

Parent Company Statements of Cash Flows:

	2023			2024			2025
	As of December 31,
	2023			2024			2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,258,029	)	$	(12,689,785	)	$	(237,479,773	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in loss of subsidiaries		12,589,459			11,508,821			196,880,290
Share-based compensation expense		-			-			36,723,969
loss on disposal of subsidiaries		-			-			1,911,840
Change in operating assets and liabilities:
Amounts due from subsidiary		(5,721,562	)		(4,388,269	)		6,106,178
Advance to suppliers								(32,143	)
Other receivables		(78,364)			-			-
Accrued expenses and other liabilities		(697,955)			511,654			1,371,272
Net cash (used in) provided by operating activities		(7,166,451)			(5,057,579)			5,481,633

Investment in equity investees		(17,400,000	)		(10,950,000)			(7,601,000	)
Net cash used in investing activities		(17,400,000	)		(10,950,000)			(7,601,000	)

Collection of subscription receivable		2,999,845			-			-
Payment of deferred offering cost		(418,351)			(3,514,703)			-
Proceeds from issuance of Class A ordinary shares upon the completion of IPO, net of issuance cost		-			20,260,243			-
Capital injection in Reorganization		16,309,641			-			-

Net cash provided by financing activities		18,891,135			16,745,540			-

Net increase (decrease) in cash and cash equivalents		(5,675,316	)		737,961			(2,119,367	)
Cash and cash equivalents, at beginning of year		7,058,778			1,383,462			2,121,423
Cash and cash equivalents, at end of year	$	1,383,462		$	2,121,423		$	2,056
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Acquisition of mining machines		-			-			20,298,900
Disposal of subsidiaries		-			-			2,892,540

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED BASED ON THEIR FAIR VALUE (Details) - USD ($)

12 Months Ended

Oct. 02, 2024

Dec. 31, 2025

Dec. 31, 2024

Less: Non-controlling interest

WuhaWuhan YoungWill Network Technology Co Ltd [Member]

$ 30,363,234

$ 131,909,760

Fair value of consideration transferred

$ 3,311,721

Fair value of consideration transferred

404,418

Fair value of consideration transferred

3,716,139

Net working capital

^[1]

149,294

Non-operating asset/liability

866,642

Deferred tax liability

^[2]

(1,596,010)

Less: Non-controlling interest

(2,841,123)

Total identifiable assets

2,962,842

WuhaWuhan YoungWill Network Technology Co Ltd [Member] | Customer Relationships [Member]

753,297

WuhaWuhan YoungWill Network Technology Co Ltd [Member] | Agency Contract Rights [Member]

3,904,524

WuhaWuhan YoungWill Network Technology Co Ltd [Member] | Brand Name [Member]

1,809,761

Defined Benefit Plan Disclosure [Line Items]

$ 669,754

[1]	Among which, cash acquired from acquisition of Young Will was $296,139.
[2]	Deferred tax liabilities were calculated based on appreciation fair value of all intangible assets multiplied by income tax rate.

Consolidated Statements of Operations and Comprehensive Loss - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Total net revenue

$ 126,526,546

$ 85,266,306

$ 83,668,441

Total cost of revenue

(128,008,534)

(82,255,771)

(76,469,755)

Gross profit (loss)

(1,481,988)

3,010,535

7,198,686

Operating expenses:

Selling and marketing expenses

(6,989,501)

(8,130,777)

(6,577,396)

General and administrative expenses

(50,338,759)

(11,768,315)

(15,273,231)

Impairment of goodwill

(122,519,218)

Impairment of intangible assets

(64,406,302)

Changes in fair value of receivable for bitcoin collateral

(2,931,287)

Realized gain on sale of Bitcoin

4,578

Total operating expenses

(247,180,489)

(19,899,092)

(21,850,627)

Operating loss

(248,662,477)

(16,888,557)

(14,651,941)

Other income (expense):

Other income (expense), net

(682,737)

2,370,956

716,554

Interest expense, net

(2,238,830)

(537,479)

(523,317)

Total other income (expense), net

(2,921,567)

1,833,477

193,237

Loss before income tax expenses

(251,584,044)

(15,055,080)

(14,458,704)

Income tax benefits

13,465,207

2,369,759

1,200,855

Net loss

(238,118,837)

(12,685,321)

(13,257,849)

Net (loss) income attributable to non-controlling interest

(639,064)

4,464

(180)

Net loss attributable to NIP Group Inc.

(237,479,773)

(12,689,785)

(13,258,029)

Preferred shares redemption value accretion

(35,930,979)

(43,914,707)

Accretion on redeemable non-controlling interest

(30,304)

Net loss attributable to NIP Group Inc.’s shareholders

(237,510,077)

(48,620,764)

(57,172,736)

Other comprehensive (loss) income:

Foreign currency translation (loss) income attributable to non-controlling interest, net of nil tax

185,995

1,628

(1)

Foreign currency translation income (loss) attributable to ordinary shareholders, net of nil tax

35,246,776

(15,947,580)

5,253,255

Total comprehensive loss

(202,686,066)

(28,631,273)

(8,004,595)

Total comprehensive income (loss) attributable to non-controlling interest

(453,069)

6,092

179

Total comprehensive loss attributable to NIP Group Inc.

$ (202,232,997)

$ (28,637,365)

$ (8,004,774)

Net loss per ordinary share- basic

$ (1.48)

$ (0.69)

$ (1.54)

Net loss per ordinary share- diluted

$ (1.48)

$ (0.69)

$ (1.54)

Weighted average number of ordinary shares outstanding*

Weighted average number of ordinary shares outstanding- basic

^[1],[2]

160,497,641

70,200,374

37,160,593

Weighted average number of ordinary shares outstanding- diluted

^[1],[2]

160,497,641

70,200,374

37,160,593

Share-based compensation expense as follows (Note 21):

$ 36,723,969

$ 6,122,348

General and administrative expenses

36,723,969

6,122,348

Third Parties [Member]

Defined Benefit Plan Disclosure [Line Items]

Total net revenue

126,420,693

84,142,409

82,502,622

Total cost of revenue

(128,003,347)

(82,028,621)

(75,884,571)

Related Parties [Member]

Defined Benefit Plan Disclosure [Line Items]

Total net revenue

105,853

1,123,897

1,165,819

Total cost of revenue

$ (5,187)

$ (227,150)

$ (585,184)

[1]	The shares and per share data are presented on a retroactive basis to reflect the reorganization and stock split (Note 19).
[2]	The shares and per share data are presented on a retroactive basis to reflect the stock split (Note 16)

RECEIVABLE FOR BITCOIN COLLATERAL, NET

12 Months Ended

Dec. 31, 2025

Receivable For Bitcoin Collateral Net

RECEIVABLE FOR BITCOIN COLLATERAL, NET

6. RECEIVABLE FOR BITCOIN COLLATERAL, NET

Receivable for bitcoin collateral, net consists of the following:

	2024		2025
	As of December 31,
	2024		2025
Receivable for bitcoin collateral	$	-	$	19,739,203
Changes in fair value of receivable for bitcoin collateral		-		(2,931,287	)
Total Receivable for bitcoin collateral, net	$	-	$	16,807,916

At December 31, 2025, the Group reported receivable for bitcoin collateral related to 189.93 Bitcoin with a fair value of $16,807,916.

The Group recorded provision for credit losses for bitcoin collateral of nil for the years ended December 31, 2025.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

SCHEDULE OF NET OPERATING LOSS CARRYFORWARDS (Details)	Dec. 31, 2025 USD ($)
Tax Credit Carryforward [Line Items]
Total	$ 25,021,110
Tax Year 2025 [Member]
Tax Credit Carryforward [Line Items]
Total	589,137
Tax Year 2026 [Member]
Tax Credit Carryforward [Line Items]
Total	3,901,196
Tax Year 2027 [Member]
Tax Credit Carryforward [Line Items]
Total	4,079,582
Tax Year 2028 [Member]
Tax Credit Carryforward [Line Items]
Total	8,518,300
Tax Year 2029 [Member]
Tax Credit Carryforward [Line Items]
Total	$ 7,932,895

SCHEDULE OF CONDENSED BALANCE SHEETS (Details) (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024	Jul. 31, 2024
Class A Ordinary Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,756,459,263	461,995,682	461,995,682
Common stock, shares issued	197,363,156	75,392,253
Common stock, shares outstanding	197,020,222	75,392,253
Class B Ordinary Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	243,540,737	38,004,318
Common stock, shares issued	83,434,625	38,004,318
Common stock, shares outstanding	83,434,625	38,004,318

SCHEDULE OF ACCOUNTS RECEIVABLE NET (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Credit Loss [Abstract]

Provision for credit losses

^[1]

$ 37,903,617

$ 28,567,980

(1,607,934)

(188,432)

Accounts receivable, net

$ 36,295,683

$ 28,379,548

[1]	$4,025,547 and $ 8,805,611 in accounts receivable were pledged as collateral for short-term borrowing as of December 31, 2024 and December 31, 2025 (Note 12).

SCHEDULE OF CRYPTO ASSETS HELD AT FAIR VALUE (Details)

Dec. 31, 2025

USD ($)

Segment

Dec. 31, 2024

USD ($)

Segment

Number of units | Segment

573,290

Cost basis

$ 570,759

Crypto Asset USDT [Member]

$ 571,762

Number of units | Segment

571,907

Cost basis

$ 570,275

Crypto Asset, Other [Member]

$ 571,278

Number of units | Segment

^[1]

1,383

Cost basis

^[1]

$ 484

Crypto Asset Others [Member]

484

^[1]

Investments, All Other Investments [Abstract]

^[1]

$ 484

[1]	Includes various other crypto currency asset balances, none of which individually represented more than 5% of total crypto currency assets as of December 31, 2024 and 2025.

SHORT-TERM INVESTMENTS

12 Months Ended

Dec. 31, 2025

SHORT-TERM INVESTMENTS

4. SHORT-TERM INVESTMENTS

As of December 31, 2025, the Group’s short-term investments consisted of Right Time Third Fund SP, was issued by a private fund with variable returns indexed to the performance of underlying assets. The investment can be redeemed at any time after the 12 months lock-up period. Fair value is estimated according to the net asset value provided by the private fund based on the fair value of its underlying investments (e.g., principal, interest income) minus operational expenses (e.g., legal fees, administrative costs). The Group classifies the valuation techniques that use these inputs as Level 3 of fair value measurement.

SCHEDULE OF SHORT-TERM INVESTMENTS

	2024			2025
	As of December 31,
	2024			2025
Fund	$	3,000,000		$	2,995,607
Fair value change		(4,393	)		212,851
Total short-term investments	$	2,995,607		$	3,208,458

In December 2024, the Group paid $3,000,000 in cash to invest in private investment fund of Right Time SPC. During the year ended December 31, 2024 and 2025, the Group recognized a fair value loss of USD 4,393 and fair value gain of USD 212,851 respectively.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

LOSS PER SHARE (Details Narrative) - CNY (¥)	12 Months Ended
LOSS PER SHARE (Details Narrative) - CNY (¥)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Net loss per ordinary share
Weighted-average numbers of non-vested shares	27,301
Stock options vested
Exercisable value

SCHEDULE OF BORROWINGS (Details) (Parenthetical)

12 Months Ended

Dec. 31, 2025

USD ($)

Dec. 31, 2025

CNY (¥)

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2025

CNY (¥)

Dec. 31, 2025

SEK (kr)

Dec. 30, 2025

USD ($)

Dec. 30, 2025

CNY (¥)

Outstanding loan principal of long-term borrowing current

$ 3,586,427

$ 273,998

Debt issuance costs

4,209,692

$ 852,471

China Merchants Bank [Member] | Short Term Debt Issuance Date February 8, 2025 [Member]

Wuhan Rural Commercial Bank [Member] | Short Term Debt Issuance Date March 25, 2025 [Member]

4,289,943

¥ 30,000,000

Bank Of China [Member] | Short Term Debt Issuance Date October 28, 2025 [Member]

1,429,981

10,000,000

Bank Of China [Member] | Short Term Debt Issuance Date February 28, 2025 [Member]

1,429,981

10,000,000

Bank Of China [Member] | Long Term Debt Issuance One Date June 29, 2025 [Member]

428,995

3,000,000

Outstanding loan principal of long-term borrowing current

360,998

2,550,000

^[1]

7,292

China Zheshang Bank [Member] | Short Term Debt Issuance Date March 12, 2025 [Member]

China Zheshang Bank [Member] | Short Term Debt Issuance Date June Ten Two Thousand And Twenty Five [Member]

1,429,981

10,000,000

SDP Bank [Member] | Short Term Debt Issuance Date December 4, 2025 [Member]

714,990

5,000,000

Han Kou Bank [Member] | Short Term Debt Issuance Date October 14, 2025 [Member]

1,429,981

10,000,000

Industrial Bank [Member] | Short Term Debt Issuance Date June Twenty Eight Two Thousand And Twenty Five [Member]

1,429,981

10,000,000

China CITIC Bank [Member] | Short Term Debt Issuance Date June Twenty Six Two Thousand And Twenty Five [Member]

1,429,981

10,000,000

China CITIC Bank [Member] | Short Term Debt Issuance One Date June 26 2025 [Member]

1,429,981

10,000,000

SEB Bank [Member] | Short Term Debt Issuance Date August Twenty Seven Two Thousand And Twenty Five [Member]

857,989

6,000,000

SEB Bank [Member] | Short Term Debt Issuance Date August Twenty Seven Two Thousand And Twenty Five [Member] | Revolving Credit Facility [Member]

861,731

kr 7,588,463

China Everbright Bank [Member] | Short Term Debt Issuance Date March 25, 2025 [Member]

Loan | kr

kr 8,000,000

Bank Of Beijing [Member] | Short Term Debt Issuance Date December 26, 2025 [Member]

714,990

5,000,000

HuaXia Bank [Member] | Short Term Debt Issuance Date February 8, 2025 [Member]

714,990

5,000,000

HuaXia Bank [Member] | Short Term Debt Issuance Date June Twenty Six Two Thousand And Twenty Five [Member]

4,289,943

30,000,000

HuaXia Bank [Member] | Issuance Date March 29, 2023 [Member]

$ 714,990

¥ 5,000,000

Outstanding loan principal of long-term borrowing current

3,574,952

25,000,000

Debt issuance costs

10,118

¥ 70,755

Han Kou [Member] | Short Term Debt Issuance Date June Twenty Six Two Thousand And Twenty Five [Member]

Han Kou [Member] | Issuance Date March 29, 2023 [Member]

693,541

4,850,000

Outstanding loan principal of long-term borrowing current

$ 14,300

¥ 100,000

Guarantee fee percentage

0.40%

[1]	The principal of the loan is RMB2,550,000 (approximately $360,998). The loan is guaranteed by Wuhan ESVF and Shenzhen VF.

ACCRUED EXPENSES AND OTHER LIABILITIES

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

13. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	2024		2025
	As of December 31,
	2024		2025
Loan from third parties⁽¹⁾		3,057,563		3,577,117
Tax payable		1,168,921		1,708,295
Accrued expenses⁽²⁾		590,940		1,554,574
Collection of capital fund from third parties ⁽³⁾		-		1,429,981
Payroll payable		1,337,620		902,764
Professional service fees payable		372,346		-
Total	$	6,527,390	$	9,172,731

(1)

The balance represented the unsecured borrowings with a maturity less than one year and an interest rate of 15% per annum from third parties for daily business operation.

(2)		The balance mainly consisted of deposit payable to event suppliers, reimbursement payable to employees and miscellaneous fees payable to third parties.

(3)		Pursuant to the capital increase agreement dated June 16, 2025, an individual shareholder subscribed for the equity of Hongli Culture with a total consideration of RMB 10.00 million, in exchange for approximately 2.78% equity interest of Hongli Culture. As of December 31, 2025, the full equity subscription proceeds of RMB 10.00 million had been fully received by the Group. However, the equity delivery conditions had not been satisfied as of the reporting date, and accordingly, the relevant equity interest had not been delivered and registered.

SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Total net revenue	$ 126,526,546	$ 85,266,306	$ 83,668,441
Net (loss) income	(237,479,773)	(12,689,785)	(13,258,029)
Net cash used in operating activities	(15,686,123)	(16,542,944)	(5,153,989)
Net cash used in investing activities	(917,572)	(4,959,223)	2,170,529
Net cash provided by financing activities	13,611,347	23,458,121	$ 1,364,459
VIE and VIE’s Subsidiaries [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Total net revenue	4,943,778	2,047,005
Net (loss) income	177,738	(1,790,687)
Net cash used in operating activities	(10,080)	(958,084)
Net cash used in investing activities
Net cash provided by financing activities	$ 12,522

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

MEZZANINE EQUITY (Details Narrative) ¥ in Millions					12 Months Ended
MEZZANINE EQUITY (Details Narrative) ¥ in Millions	Jan. 31, 2025 USD ($)	Jan. 10, 2023 shares	Jul. 29, 2022 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2027	Dec. 31, 2026	Dec. 31, 2025 CNY (¥)	Jul. 31, 2025 USD ($)	Jul. 31, 2025 CNY (¥)	Mar. 31, 2025 CNY (¥)	Dec. 20, 2022 shares	Sep. 30, 2022 USD ($)	Sep. 05, 2022 USD ($) shares	Sep. 30, 2021 CNY (¥)	Mar. 18, 2021 USD ($) shares
Exceeding value							$ 43,914,707
Revenue					$ 126,526,546	$ 85,266,306	83,668,441
Wuhan ESVF [Member]
Equity Method Investment, Ownership Percentage														60.00%
[custom:CapitalContributions-0] \| ¥														¥ 9.0
Wuhan Optics Valley Transportation Investment Group Co., Ltd. [Member]
Equity Method Investment, Ownership Percentage														40.00%
[custom:CapitalContributions-0] \| ¥														¥ 6.0
Changping Cultural Tourism Development Group Co Ltd [Member]
Equity Method Investment, Ownership Percentage												2.08%	2.08%
[custom:CapitalContributions-0] \| ¥													¥ 10.0
Redeemable non-controlling interests												$ 30,304
Young Will Agreement [Member] \| Young Cayman [Member]
Additional equity stake percentage						39.00%
ZSZQ Limited [Member] \| Young Will Agreement [Member]
Additional equity stake percentage											13.00%
ZSZQ Limited [Member] \| Young Will Agreement [Member] \| Forecast [Member]
Additional equity stake percentage									13.00%	13.00%
Class A Redeemable Preferred Stock [Member]
Temporary equity, shares issued \| shares				8,199,662
Temporary equity, value				$ 15,923,336
Temporary equity, liquidation preference					(i) 100% of the preferred shares issuance price plus accrued daily interest at a rate of 8% per annum; and (ii) on a pro rata basis, percentage of each shareholders held multiplying with net assets available for distribution (collectively the “Preferred Shares Preference Amount”).
Temporary equity, liquidation preference, redemption rights					(i) 100% of the preferred shares issue price plus accrued daily interest at a rate of 8% per annum minus any declared but unpaid dividends on such preferred shares; (ii) % of shareholding multiplying with the Company’s most recent fair value of net assets).
Temporary equity, liquidation preference, amendment in redemption rights					(a) an amount equal to 100% of such preferred shares issuance price plus accrued daily interest at a simple rate of 8% per annum, and any accrued or declared but unpaid dividend on such preferred shares, and (b) the result of multiplying the as-converted shareholding percentage with the issuer’s most recent fair value of net assets.
Class A Redeemable Preferred Stock [Member] \| Shenzhen Media Group (International) Limited [Member]
Investment \| ¥																		¥ 10.0
Class A Redeemable Preferred Stock [Member] \| Wuhan Xingjingweiwu Culture & Sports Development Co., Ltd.[Member]
Temporary equity, value																			$ 37,448,928
Temporary equity, shares issued \| shares																			15,764,427
Treasury Stock Class A Redeemable Preferred Stock [Member]
Temporary equity, liquidation preference \| ¥											¥ 2,000.0
Class B Redeemable Preferred Stock [Member] \| Digital WD., Ltd [Member] \| Subscription Purchase Agreement [Member]
Temporary equity, value																	$ 10,000,000
Temporary equity, shares issued \| shares																	1,718,691
Class B Redeemable Preferred Stock [Member] \| Maison Investment Holding Limited [Member] \| Subscription Purchase Agreement [Member]
Temporary equity, shares issued \| shares															459,578
Investment																$ 2,673,970
Sale of stock, shares \| shares			459,578
Cash consideration			$ 2,674,000
Class B Redeemable Preferred Stock [Member] \| AER Capital SPC [Member] \| Subscription Purchase Agreement [Member]
Sale of stock, shares \| shares			515,608
Cash consideration			$ 3,000,000
Class B-1 Redeemable Preferred Stock [Member]
Number of share issued \| shares		43,044,524
Temporary equity, exchange shares		100.00%
Exceeding value	$ 100,000,000					$ 35,930,979	43,914,707
Exceeding value							$ 250,000,000
Class B-1 Redeemable Preferred Stock [Member] \| Maximum [Member]
Revenue								$ 41,400,000

ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables)

12 Months Ended

Dec. 31, 2025

SCHEDULE OF COMPANY’S SUBSIDIARIES

As of December 31, 2025, details of the Company’s subsidiaries, VIEs and VIEs’ subsidiaries were as follows:

SCHEDULE OF COMPANY’S SUBSIDIARIES

Name	Place and date of Incorporation	Percentage of effective ownership	Principal Activities

Subsidiaries
Ninjas in Pyjamas Gaming AB (“Ninjas in Pyjamas”)	Sweden, January, 2014	100%	Esports teams operation
NIPG FZ LLC	Abu Dhabi, January 16, 2024	100% owned by Ninjas in Pyjamas	Esports teams operation
ESVF (HONG KONG) Esports Limited (“ESVF HK”)	Hong Kong, March 4, 2021	100%	Investment holding
Wuhan Muyecun Internet Technology Co., Ltd. (“Wuhan Muyecun” or “WFOE”)	Wuhan, July 9, 2021	100% owned by ESVF HK	Investment holding
Wuhan Xingjingweiwu Culture & Sports Development Co., Ltd. (“Wuhan ESVF”)	Wuhan, June 1, 2016	100% owned by WFOE	Esports teams operation and talent management service
Shenzhen Weiwu Esports Internet Technology Co., Ltd. (“Shenzhen VF”)	Shenzhen, December 20, 2018	100% owned by Wuhan ESVF	Esports teams operation
Shenzhen Dawei Xianglong Sports Co., Ltd (“Dawei Xianglong”)	Shenzhen, January 15, 2021	60% owned by Shenzhen VF	Event production
Wuhan Xingjing Interactive Entertainment Co., Ltd (“Xingjing Entertainment”)	Wuhan, October 23, 2019	100% owned by Wuhan ESVF	Esports teams operation and talent management service
Chengdu Xingjing Weiwu Culture Media Co., Ltd (“Chengdu Xingjing Weiwu”)	Sichuan, January 5, 2023	100% owned by Wuhan ESVF	Esports teams operation
Shanghai Xingzhi Culture Media Co., Ltd (“Xingzhi Media”)	Shanghai, May 5, 2017	100% owned by Wuhan ESVF	Esports teams operation
Wuhan Xinghui Culture Media Co., Ltd. (“Xinghui Media”)	Wuhan, February 4, 2021	100% owned by Wuhan ESVF	Esports teams operation and talent management service
Taicang Xingjingweiwu Culture Media Co., Ltd (“Taicang Xingjing”)	Taicang, September 8, 2021	100% owned by Wuhan ESVF	Esports teams operation
Zhoushan Xingjing Internet Technology Co., Ltd (“Zhoushan Xingjing”)	Zhoushan, August 2, 2021	80% owned by Wuhan ESVF	Talent management service
Zhoushan Jingxi Internet Technology Co., Ltd (“Zhoushan Jingxi”)	Zhoushan, August 2, 2021	80% owned by Wuhan ESVF	Talent management service
Hongli Culture Communication (Wuhan) Co., Ltd (“Hongli Culture”)	Wuhan, December 26, 2017	60.67% owned by Wuhan ESVF	Event production
Wuhan Yingciyuan Information Technology Co., Ltd (“Wuhan Yingciyuan”)	Wuhan, November 17, 2022	51% owned by Hongli Culture	Event production
Xiamen Yingciyuan Education Technology Co., Ltd. (“Xiamen Yingciyuan”)	Xiamen, April 4, 2023	51% owned by Hongli Culture	Event production
Changsha Liyao Cultural Communication Co., Ltd (“Changsha Liyao”)	Changsha, May 19, 2023	75% owned by Hongli Culture	Event production
Hongli Culture Communication (Beijing) Co., Ltd (“Hongli Culture Beijing”)	Beijing, March 25, 2024	51% owned by Hongli Culture	Event production
Hongxiaoli Culture Communication (Hangzhou) Co., Ltd (“Hangzhou Hongxiaoli Culture”)	Hangzhou, April 8, 2024	51% owned by Hongli Culture	Event production
HongXiaoli Culture Communication (Wuhan) Co., Ltd(“Wuhan HongXiaoli Culture”)	Wuhan, February 11, 2025	100% owned by Hongli Culture	Event production
HongDali Culture Communication (Shanghai) Co., Ltd(“Wuhan HongXiaoli Culture”)	Shanghai, March 10, 2025	70% owned by Hongli Culture	Event production
Wuhan Xingyao Future Culture Media Co., Ltd(“Xingyao Future”)	Wuhan, March 5, 2025	60% owned by Wuhan ESVF	Talent management service
Xingjing Entertainment (Beijing) Cultural Development Co., Ltd(“Beijing Xingjing Entertainment”)	Beijing, April 30, 2025	49.94% owned by Wuhan ESVF	Event production
Shenzhen Xingjing Weiwu Technology Co., Ltd(“Shenzhen Xingjing”)	Shenzhen, January 5, 2023	99% owned by WFOE	Talent management service
NIPG HOLDINGS LIMITED(“NIPG HOLDINGS”)	Abu Dhabi, May 27, 2025	100%	Investment holding
Hongli Culture Communication (Guangxi) Co., Ltd.(“Guangxi Hongli Culture”)	Guangxi, June 5, 2025	65% owned by Wuhan ESVF	Event production
Shanghai Xingyu Culture Communication Co., Ltd.(“Shanghai Xingyu Culture”)	Shanghai, June 26, 2025	100% owned by Beijing Xingjing Entertainment	Event production
Chengdu Qiyuhai Culture and Entertainment Co., Ltd.(“Chengdu Qiyuhai”)	Chengdu, May 23, 2025	100% owned by Beijing Xingjing Entertainment	Event production
Mining Ninjas Ltd. (“Mining BVI”)	British Virgin Islands, July 4, 2025	100% owned by NIPG HOLDINGS	Mining Business
Mining Ninjas US, Inc.(“Mining US”)	US, July 16, 2025	100% owned by Mining BVI	Mining Business
Mining Ninjas Kazakh Limited(“Mining Kazakh”)	Kazakhstan, September 11, 2025	100% owned by Mining BVI	Mining Business
Hainan Huanju Commercial Investment Co., Ltd.(“Hainan Huanju”)	Hainan, October 31, 2025	70% owned by WFOE	Investment holding
Hainan Xingjing Weiwu Cultural and Sports Development Co., Ltd.	Hainan, November 03, 2025	100% owned by ESVF HK	Investment holding
VIEs
Wuhan Alunyou Network Information Development Co., Ltd.(“Wuhan Alunyou”)	Wuhan,August 21, 2024	VIE	Game Publishing

VIEs’ Subsidiaries
Shanghai Jinyuanbao Duoduo Entertainment Development Co., Ltd.(“Jinyuanbao”)	Shanghai, February 5, 2024	90% owned by Wuhan Alunyou	Game Publishing
Hangzhou Yinyuan Entertainment Development Co., Ltd.(“Hangzhou Yinyuan”)	Hangzhou, July 8, 2024	100% owned by Jinyuanbao	Game Publishing

VIE and VIE’s Subsidiaries [Member]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS

The following financial information of the VIEs and VIEs’ subsidiaries were included in the accompanying consolidated financial statements as of December 31, 2025:

	As of December 31, 2024		As of December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	436,302	$	186
Accounts receivable		1,182,352		7,286
Advance to suppliers		398,467		394,128
Amounts due from related parties		411,511		-
Prepaid expenses and other current assets, net		309,184		161,587
Total current assets		2,737,816		563,187

Non-current assets:
Property and equipment, net		73,076		4,633
Intangible assets, net		942,410		646,414
Right-of-use assets		379,083		-
Other non-current assets		638,106		-
Total non-current assets		2,032,675		651,047

Total assets	$	4,770,491	$	1,214,234

LIABILITIES
Current liabilities:
Short-term borrowings	$	1,372	$	-
Accounts payable		981,004		3,503
Accrued expenses and other liabilities		737,386		440
Deferred revenue		670,064		456,799
Operating lease liabilities, current		265,623		-
Amount due to related parties-current		14,360		-
Amounts due to subsidiaries of the Group		3,822,831		3,364,617
Total current liabilities		6,492,640		3,825,359

Non-current liabilities:
Amount due to a related party-non-current		58,996		-
Total non-current liabilities:		58,996		-
Total liabilities	$	6,551,636	$	3,825,359

	For the year ended December 31, 2024			For the year ended December 31, 2025

Total net revenue	$	2,047,005		$	4,943,778
Net (loss) income	$	(1,790,687	)	$	177,738

	For the year ended December 31, 2024			For the year ended December 31, 2025

Net cash used in operating activities	$	(958,084	)	$	(10,080	)
Net cash used in investing activities	$	-		$	-
Net cash provided by financing activities	$	-		$	12,522

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

25. COMMITMENTS AND CONTINGENCIES

Contingencies

In the ordinary course of business, the Group may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2025 and through the issuance date of these consolidated financial statements.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

SCHEDULE OF ACCOUNTS RECEIVABLE NET (Details) (Parenthetical) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Variable Interest Entity [Line Items]

Asset Pledged as Collateral [Member] | Short-Term Debt [Member]

^[1]

$ 37,903,617

$ 28,567,980

Variable Interest Entity [Line Items]

$ 8,805,611

$ 4,025,547

[1]	$4,025,547 and $ 8,805,611 in accounts receivable were pledged as collateral for short-term borrowing as of December 31, 2024 and December 31, 2025 (Note 12).

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Phase Two Limited [Member]

RELATED PARTY TRANSACTIONS (Details Narrative)

Dec. 31, 2025

Equity method percentage

40.00%

^[1]

[1]	The balance represented interest-free loan to related parties, which were due on demand.

SCHEDULE OF CONSOLIDATED BALANCE SHEETS (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

$ 7,138,436

$ 9,559,298

Prepaid expenses and other current assets, net

36,295,683

28,379,548

Advance to suppliers

7,014,413

1,066,329

6,068,279

1,518,143

Total current assets

77,534,128

44,415,102

Non-current assets:

18,215,748

3,043,272

Intangible assets, net

68,578,910

127,981,521

Right-of-use assets

3,910,184

1,965,772

Other non-current assets

2,247,507

1,162,119

Total non-current assets

124,843,256

268,151,264

Total assets

202,377,384

312,566,366

Operating lease liabilities, current

^[1]

38,795,458

10,550,327

Accounts payable

32,422,596

19,070,470

Deferred revenue

1,609,908

1,038,307

571,939

768,955

Total current liabilities

88,616,877

40,334,491

Total non-current liabilities:

18,544,047

29,808,523

Total liabilities

107,160,924

70,143,014

Amounts due from related parties

318,001

896,177

Amount due to related parties-current

1,656,070

1,372,808

Amount due to a related party-non-current

131,017

VIE and VIE’s Subsidiaries [Member]

186

436,302

Prepaid expenses and other current assets, net

7,286

1,182,352

Advance to suppliers

394,128

398,467

161,587

309,184

Total current assets

563,187

2,737,816

Non-current assets:

4,633

73,076

Intangible assets, net

646,414

942,410

Right-of-use assets

379,083

Other non-current assets

638,106

Total non-current assets

651,047

2,032,675

Total assets

1,214,234

4,770,491

Accrued expenses and other liabilities

1,372

Accounts payable

3,503

981,004

440

737,386

Deferred revenue

456,799

670,064

Operating lease liabilities, current

265,623

Amounts due to subsidiaries of the Group

3,364,617

3,822,831

Total current liabilities

3,825,359

6,492,640

Total non-current liabilities:

58,996

Total liabilities

3,825,359

6,551,636

VIE and VIE’s Subsidiaries [Member] | Related Party [Member]

Amounts due from related parties

411,511

Amount due to related parties-current

14,360

Amount due to a related party-non-current

$ 58,996

[1]

SHARE-BASED COMPENSATION (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
SHARE-BASED COMPENSATION (Details Narrative) - USD ($)	Nov. 30, 2025	Jun. 30, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock awards	$ 45,430,307	$ 11,956,812
Share-Based Payment Arrangement, Noncash Expense			$ 36,723,969		$ 6,122,348
Unrecognized compensation cost			$ 8,927

SCHEDULE OF FAIR VALUE ROLL-FORWARD OF GROUP’S CRYPTO ASSETS HELD AT FAIR VALUE (Details)

12 Months Ended

Dec. 31, 2025

USD ($)

Crypto assets held January 1, 2025

Additions

20,421,019

^[1]

Dispositions

(19,849,257)

^[2]

Crypto assets held December 31, 2025

571,762

Crypto Asset USDT [Member]

Crypto assets held January 1, 2025

Additions

20,420,416

^[1]

Dispositions

(19,849,138)

^[2]

Crypto assets held December 31, 2025

571,278

Crypto Asset, Other [Member]

Crypto assets held January 1, 2025

^[3]

Additions

603

^[1]

Dispositions

(119)

^[2]

Crypto assets held December 31, 2025

$ 484

[1]	Additions represented the crypto assets received as borrowings from Antalpha Digital Pte Ltd described in Note 12 and crypto assets received from disposal of BTC for USDT.
[2]	Dispositions represent crypto asset payments for costs and expenses.
[3]	Includes various other crypto currency asset balances, none of which individually represented more than 5% of total crypto currency assets as of December 31, 2024 and 2025.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(b)

Principles of consolidation

For consolidated subsidiaries where the Group’s ownership in the subsidiary is less than 100%, the equity interest not held by the Group is shown as noncontrolling interests.

(c)

Use of estimates

(d)

Business Combination

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(e) Cash and cash equivalents

Cash and cash equivalents consist of cash in bank and highly liquid investments which are unrestricted as to withdrawal and use and have original maturities of less than three months.

(f) Crypto asset held

(g) Short-term and long-term investment

(h) Accounts receivable, net

Accounts receivable, net are stated at the original amount less an allowance for credit losses.

There were $188,432 and $1,607,934 provisions for credit losses as of December 31, 2024 and 2025.

(i) receivable for bitcoin collateral, net

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(j) Property and equipment, net

Category		Estimated useful lives
Mining machine		1~3 years
Electronic equipment		3-5 years
Furniture		3-5 years
Vehicles or canteen equipment		4-5 years
Leasehold improvement		Shorter of the lease term or the estimated useful life of the assets

(k) Intangible assets

Estimated useful lives by intangible asset classes are as follows:

Category		Estimated useful lives
League tournaments rights		Indefinite
Brand names		Indefinite/5 years
Customer relationships		6 years
Agency contract rights		2-5 years
Talent acquisition costs		1-5 years
Game copyright		3 years
Software		2.5-3 years

The estimated useful lives of intangible assets with definite lives are reassessed if circumstances occur that indicate the original estimated useful lives may have changed.

Definite-lived intangible assets are carried at cost less accumulated amortization and impairment if any.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(l) Goodwill

(m) Impairment of long-lived assets

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(n) Fair value measurement

● Level 1—Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Short-term investments

Contingent consideration payables

The Group’s non-financial assets, such as property and equipment, intangible asset, would be measured at fair value only if they were determined to be impaired.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Company satisfies a performance obligation

These criteria as they relate to each of the following major revenue generating activities are described below. Revenue is presented net of value added taxes (“VAT”) and surcharges.

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
Tournament participation of esports	$	7,699,506	$	8,549,677	$	6,397,578
Player transfer and rental fee		849,768		1,036,416		2,101,544
Sales of branded merchandise		184,337		113,536		1,000,059
Talent management service of esports		1,115,057		544,639		848,418
Sponsorships and advertising		8,147,298		3,860,800		847,073
Others		3,668,655		620,435		623,425
Subtotal of Esports teams operation		21,664,621		14,725,503		11,818,097
Event production		9,409,795		23,285,775		31,922,001
Talent management service of third-party online entertainers		52,650,550		47,307,158		62,825,921
Bitcoin mining		-		-		20,064,258
Total revenue		83,724,966		85,318,436		126,630,277
Less: surcharge tax		56,525		52,130		103,731
Net revenue	$	83,668,441	$	85,266,306	$	126,526,546

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

The following table summarizes disaggregated revenue from contracts with customers by service type and by segment:

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
PRC and other subsidiaries
Talent management service of third-party online entertainers	$	52,650,550	$	47,307,158	$	62,825,921
Event production		9,409,795		23,285,775		31,922,001
Tournament participation of esports		5,457,029		6,120,350		4,723,662
Player transfer and rental fee		389,881		832,124		1,982,072
Sales of branded merchandise		143,260		70,053		971,380
Talent management service of esports		1,115,057		544,639		848,418
Sponsorships and advertising		5,638,612		3,093,051		113,404
Others		431,479		470,444		352,858
Subtotal	$	75,235,663	$	81,723,594	$	103,739,716

Ninjas in Pyjamas
Tournament participation of esports		2,242,477		2,429,327		1,673,916
Sponsorships and advertising		2,508,686		767,749		733,669
Player transfer and rental fee		459,887		204,292		119,472
Others		3,237,176		149,991		270,567
Sales of branded merchandise		41,077		43,483		28,679
Subtotal	$	8,489,303	$	3,594,842	$	2,826,303

Bitcoin mining		-		-		20,064,258
Total revenues	$	83,724,966	$	85,318,436	$	126,630,277

	2023		2024		2025
	For the years ended December 31,
	2023		2024		2025
Timing of revenue recognition
At a point in time		990,626		2,977,125		5,466,113
Over time		82,734,340		82,341,311		121,164,164
Total revenue	$	83,724,966	$	85,318,436	$	126,630,277

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

Esports teams operation

Tournament participation of esports

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

Player transfer and rental fee

Sponsorships and advertising

Others

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

Sales of branded merchandise

Event production

Event production

Talent management service

Provided by esports players-live stream service

Provided by third-party online entertainer-live stream service

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Revenue recognition - continued

Provided by third-party online entertainer- short-form videos production and releasing service

The Group regards itself as a principal and recognizes revenue on a gross basis as it controls the services based on i) the Group is the primary obligator in the service contract with the customers, including designating the talents to act in the short-form videos designed by the internal professional team, to provide service to customers in the online platforms.; ii) the inventory risk to bear the consequence of any breach of contract caused by the Group as well as talents; and iii) discretion in setting up the price, rather than accepting a fixed percentage of transaction amount imposed by the online platforms and talents.

Talent management service of online advertising and promotion service

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Bitcoin Mining

FPPS Mining Pool

	●	The non-cash consideration referred as the block reward is based on the total blocks expected to be generated on the bitcoin network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the daily hash calculations that the Group provides to the pool operator as a percent of the bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total bitcoin network block rewards expected to be generated for the same daily period.

	●	The non-cash consideration referred as the transaction fees is based on the share of total actual fees paid by the transaction requestor to each block placed in the bitcoin blockchain over the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: total actual transaction fees generated on the bitcoin network during the daily 24-hour period as a percent of the total block rewards the bitcoin network actually generated during the same 24-hour period, multiplied by the block rewards the Group earned for the same 24-hour period.

	●	The gross non-cash compensation, consisting of the block reward and transaction fees, earned by the Group is reduced by the mining pool fees charged by the operator for operating the pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent the Group performs hash calculations and generates revenue in accordance with the pool operator’s payout formula during the same daily period as discussed above.

There is no significant financing component in these transactions, due to the performance obligations and settlement of the transactions being on a daily basis.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Contract Balances

Payment terms are established on the Group’s pre-established credit requirements based upon an evaluation of customers’ credit.

Transaction price allocated to remaining performance obligation

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(p) Value added tax (“VAT”)

(q) Cost of revenues

(r) Selling and marketing expenses

Selling and marketing expenses mainly consist of (i) staff cost, (ii) advertising costs and market promotion expenses.

(s) General and administrative expenses

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(t) Share-based compensation

The Group periodically grants share-based awards to the Group’s eligible employees, which are subject to service conditions.

(u) Employee defined contribution plan

(v) Income taxes

The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(w) Non-controlling Interest

(x) Foreign currency transactions and translations

The functional currency of the Group’s PRC subsidiaries is RMB, which is the local currency used by the subsidiaries to determine financial position and operation result.

The functional currency of Ninjas in Pyjamas is SEK, which is the local currency used by the subsidiary to determine financial position and operation result.

SCHEDULE OF CURRENCY EXCHANGE RATES

	As of December 31,
	2024		2025
Balance sheet items, except for equity accounts
RMB against $		7.2993		6.9931
SEK against $		11.0676		9.2227

	For the Years Ended December 31,
	2024		2025
Items in the statements of operation and comprehensive loss, and statements of cash flows
RMB against $		7.1957		7.1875
SEK against $		10.5747		9.8058

No representation is made that the RMB amounts and SEK amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(x) Foreign currency transactions and translations - continued

Currency convertibility risk

Foreign currency exchange rate risk

(y) Loss per share

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(z) Segment reporting

(aa) Operating lease

(ab) Recent accounting pronouncements

New Accounting Pronouncements Not Yet Adopted

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(ab) Recent accounting pronouncements - continued

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (237,479,773)	$ (12,689,785)	$ (13,258,029)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Net loss attributable to NIP Group Inc.s shareholders

$ (237,510,077)

$ (48,620,764)

$ (57,172,736)

Weighted average number of ordinary shares outstanding-basic

^[1],[2]

160,497,641

70,200,374

37,160,593

Weighted average number of ordinary shares outstanding-diluted

^[1],[2]

160,497,641

70,200,374

37,160,593

Basic net loss per share attributable to ordinary shareholders

$ (1.48)

$ (0.69)

$ (1.54)

Diluted net loss per share attributable to ordinary shareholders

$ (1.48)

$ (0.69)

$ (1.54)

[1]	The shares and per share data are presented on a retroactive basis to reflect the reorganization and stock split (Note 19).
[2]	The shares and per share data are presented on a retroactive basis to reflect the stock split (Note 16)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 5,426,406	$ 4,693,884	$ 4,764,034
Payable related to league tournaments rights		1,111,771	1,259,822
Waiver of payable related to league tournaments right	885,967	856,965
Payable related to league tournaments rights, current	801,748	732,236
Payable related to league tournaments rights, non-current	$ 783,871	$ 1,546,701

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (238,118,837)	$ (12,685,321)	$ (13,257,849)
Adjustments to reconcile net loss to net cash used in operating activities:
Bitcoin mining income	(20,064,258)
Bitcoin mining cost paid by crypto asset	17,927,259
Changes in fair value of receivable for bitcoin collateral	2,931,287
Share-based compensation expense	36,723,969		6,122,348
Depreciation and amortization	10,849,308	5,047,672	6,083,094
Amortization of operating lease right-of-use assets	1,117,086	626,087	451,018
Provision for credit losses	1,607,934		109,436
Loss on disposal of intangible assets	189,984	117,424	129,561
Interest expense paid by crypto asset	306,776
Loss on disposal of subsidiaries	1,911,840
Impairment of goodwill	122,519,218
Impairment of intangible assets	64,406,302
Change in fair value of contingent considerations		(394,401)
Change in fair value of short-term investments	(212,851)	4,393
Waiver of payable related to league tournaments rights	(913,993)	(856,965)
Share of loss in equity method investment	326,434	56,285	85,942
Deferred tax benefit	(14,829,357)	(2,495,899)	(1,382,822)
Changes in operating assets and liabilities:
Accounts receivable	(7,897,293)	(10,818,047)	(3,286,086)
Advance to suppliers	(2,582,391)	76,974	14,596
Amount due from related parties	404,276	(111,129)	(80,548)
Amount due to related parties	(181,857)	45,091	(1,046,317)
Other non-current assets	417,390	(410,998)
Prepaid expenses and other current assets	(1,141,032)	743,436	(1,115,558)
Operating lease liabilities	(899,443)	(671,631)	(554,928)
Accounts payable	7,398,697	6,024,970	2,868,156
Deferred revenue	512,864	(167,623)	(310,000)
Accrued expenses and other liabilities	1,735,582	(673,262)	15,968
Other non-current liabilities	(131,017)
Net cash used in operating activities	(15,686,123)	(16,542,944)	(5,153,989)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments		(3,000,000)
Payments for acquisition of Jinyuanbao		(128,251)
Purchase of property and equipment	(235,255)	(714,009)	(95,923)
Purchase of intangible assets	(998,992)	(1,329,923)	(3,496,596)
Disposal of property and equipment	60,915	233,337
Disposal of intangible asset	1,017,750	1,421,874	4,207,979
Disposal of subsidiaries	(363,367)
Acquisitions of cost method investees	(2,362,872)
Proceeds from sale of crypto asset	1,964,249
Loan to related parties	(33,391)	(63,744)	(201,733)
Loan to former third parties		(2,779,428)
Collection of loan to related parties	33,391	4,586	49,429
Net cash provided by (used in) investing activities	(917,572)	(4,959,223)	2,170,529
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Class A ordinary shares upon the completion of IPO		20,260,243
Contribution from non-controlling shareholders	2,631,182	283,668
Capital refund of non-controlling shareholders		(141,949)
Collection of shareholder investment fund receivable			2,999,845
Proceeds from borrowings	21,234,531	11,673,597	9,485,123
Repayments of borrowings	(13,471,293)	(7,198,718)	(6,397,492)
Loans from related parties			282,507
Repayment of loans from related parties			(3,588,153)
Loan from third parties	2,086,944	2,790,972
Acquisition of non-controlling interests	(261,313)		(564,900)
Payment of deferred offering cost		(4,209,692)	(852,471)
Collection of capital fund from a third party	1,391,296
Net cash provided by financing activities	13,611,347	23,458,121	1,364,459
Effect of exchange rate changes	571,486	8,743	(374,027)
Net (decrease) increase in cash and cash equivalents	(2,420,862)	1,964,697	(1,993,028)
Cash and cash equivalents, beginning of the year	9,559,298	7,594,601	9,587,629
Cash and cash equivalents, end of the year	7,138,436	9,559,298	7,594,601
Income tax paid	(77,456)	(162,380)	(31,799)
Interest paid	(793,114)	(552,671)	(373,415)
SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING NON-CASH ACTIVITIES
Accretion on Preferred Shares to redemption value		(35,930,979)	(43,914,707)
Right-of-use assets obtained in exchange for new lease liabilities	3,110,329	92,554	266,061
Consideration of acquisition of Ninjas in Pyjamas			168,000,000
Consideration of acquisition of Young Will		3,716,139
Net settlement of revenue from tournament participation of esports and payable related to league tournaments rights		1,111,771	1,259,822
Waiver of payable related to league tournaments rights	913,993	856,965
Acquisition of mining machines	20,298,900
Disposal of bitcoin for other crypto assets	156,719
Ninjas in Pyjamas Gaming AB [Member]
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition of Jinyuanbao			1,707,373
WuhaWuhan YoungWill Network Technology Co Ltd [Member]
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition of Jinyuanbao		296,139
Shanghai Jinyuanbao Duoduo Entertainment Development Co Ltd [Member]
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition of Jinyuanbao		$ 1,100,196

SCHEDULE OF SHORT-TERM INVESTMENTS (Details) - USD ($)	12 Months Ended
SCHEDULE OF SHORT-TERM INVESTMENTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Investments, All Other Investments [Abstract]
Fund	$ 2,995,607	$ 3,000,000
Fair value change	212,851	(4,393)
Total short-term investments	$ 3,208,458	$ 2,995,607

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024	Jul. 31, 2024
Class A Ordinary Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,756,459,263	461,995,682	461,995,682
Common stock, shares issued	197,363,156	75,392,253
Common stock, shares outstanding	197,020,222	75,392,253
Class B Ordinary Stock [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	243,540,737	38,004,318
Common stock, shares issued	83,434,625	38,004,318
Common stock, shares outstanding	83,434,625	38,004,318

ORDINARY SHARES

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

ORDINARY SHARES

19. ORDINARY SHARES

In June 2022, in connection with the issuance of Class B preferred shares, the capital of the Company is 500,000,000 shares consist of 467,163,996 ordinary shares, 24,709,527 Class A preferred shares and 8,126,477 Class B preferred shares.

In connection to the Reorganization (Note 1), on June 30, 2023, the Company issued shares at a fixed ratio 5.75% in relation to current shares to all the present shareholders without extra consideration, including 2,019,516 of ordinary shares, 1,342,752 of Class-A preferred shares, 146,389 of Class-B preferred shares and 2,339,106 of Class-B-1 preferred shares. Pursuant to ASC 505, the issuance of shares on June 30, 2023 was stock dividend in form, in the case of deficit position of retained earnings, the Company recorded this issuance of shares similar with a stock split and retrospectively adjust the historical financial statements included in the registration statement for all periods presented.

The effect of the ordinary shares issued in the Reorganization has been treated similarly to a share split and have been presented retrospectively as of the all period presented on the consolidated financial statements.

In July 2024, the Company completed the IPO. Immediately prior to the completion of this IPO, our authorized share capital was changed into US$50,000 divided into 500,000,000 shares comprising (i) 461,995,682 Class A ordinary shares of a par value of US$0.0001 each, (ii) 24,641,937 Class B1 ordinary shares of a par value of US$0.0001 each, and (iii) 13,362,381 Class B2 ordinary share of a par value of US$0.0001. Class B1 ordinary shares and Class B2 ordinary shares are collectively referred to as “Class B ordinary shares.” All of our shares issued and outstanding prior to the completion of the offering were fully paid, and all of our shares in the offering were issued and fully paid.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

19. ORDINARY SHARES - Continued

The rights of the holders of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each Class B1 ordinary share and Class B2 ordinary shares is entitled to 20 votes per share and is convertible into one Class A ordinary share at any time. In addition, Class B1 ordinary shares and Class B2 ordinary shares will automatically convert into shares of Class A ordinary shares upon certain transfers and other events, in particular when a holder of Class B1 ordinary shares or holder of Class B2 ordinary shares holds less than 5% of total issued shares, all of the Class B1 ordinary shares or the Class B2 ordinary shares held by the relevant holder and its Affiliates shall automatically convert into an equivalent number of Class A ordinary shares respectively. Ordinary resolutions of the Company should be passed, at a general meeting of the Company, by: (i) a simple majority of votes entitled to be exercised by the shareholders; (ii) a simple majority of votes entitled to be exercised by Class B1 Shareholders; and (iii) a simple majority of votes entitled to be exercised by Class B2 Shareholders. Alternatively, ordinary resolutions can be approved in writing by all shareholders entitled to vote. For special resolutions (which are required for certain important matters including mergers and changes to the Company’s governing documents), which require the vote of two-thirds of the votes cast, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders. Where there is more than one holder of Class B ordinary shares that is subject to a Weighted Voting Right for the purposes of passing a special resolution, then the voting power entitled to be exercised in respect of such Class B ordinary shares, shall be divided equally between the Class B1 majority holder who holds the highest number of the issued Class B1 ordinary shares and the Class B2 majority holder who holds the highest number of the issued Class B2 ordinary shares, provided always that: (i) in the event that a Class B majority holder votes “against” a special resolution (the “Relevant Class B Majority Holder”), then all of the voting power entitled to be exercised in respect of such Class B ordinary shares shall be exercised by that Relevant Class B Majority Holder only, and (ii) if there is only one Class B majority holder then the voting power entitled to be exercised in respect of such Class B ordinary shares shall be exercised by that Class B majority holder alone.

During the initial public offering, the Company issued and sold a total of 4,500,000 Class A ordinary shares represented by 2,250,000 ADSs, and the underwriters exercised their option to purchase from us 182,526 additional ADSs representing 365,052 Class A ordinary shares, at a public offering price of US$9.00 per ADS. Thus the Company issued and sold a total of 4,865,052 Class A ordinary shares during the initial public offering.

In October 2024, the Company issued 920,212 Class A ordinary shares to the beneficial owners of Young Cayman in exchange for 61% of the total issued and outstanding share capital of Young Cayman in accordance with Young Will Agreement.

In July 2025, the Company and the shareholders of ZSZQ Limited entered into a termination agreement, pursuant to which the parties mutually agreed to terminate the share swap agreement and other ancillary agreements and documents regarding the share swap transactions. As of July 31, 2025, all shares previously issued under the share swap agreement have been surrendered and cancelled in full. No shares remain outstanding in relation to such transactions.

In June 2025, the Company entered into a definitive asset-purchase agreement, pursuant to which the Company acquired on-rack crypto mining machines with an aggregate hash rate of approximately 3.11 EH/s. As consideration for the acquisition, the Company issued a total of 119,553,439 Class A ordinary shares to the sellers in September 2025.

The entire disclosure for equity.

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OTHER LONG-TERM LIABILITY

OTHER LONG-TERM LIABILITY

12 Months Ended

Dec. 31, 2025

Other Long-term Liability

17. OTHER LONG-TERM LIABILITY

On March 18, 2025, Shenzhen Xingjing, a subsidiary of the Group, signed a two-year interest-free loan agreement with a third party in the principal of the loan of RMB15,000,000 (approximately $2,144,971) for its daily business operations.

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT NET

	2024		2025
	As of December 31,
	2024		2025
Mining machines⁽¹⁾	$	-	$	20,298,900
Leasehold improvement		3,976,224		4,128,007
Electronic equipment		620,261		569,462
Furniture		404,188		427,748
Vehicles and canteen equipment		227,745		218,840
Subtotal		5,228,418		25,642,957
Less: accumulated depreciation		2,185,146		7,427,209
Property and equipment, net	$	3,043,272	$	18,215,748

(1)

In June 2025, the Company entered into agreements with multiple sellers to purchase mining machines with an aggregate hash rate of 3.14 Exahash through the issuance of ordinary shares. The transaction was closed on September 5, 2025, and the acquisition was initially measured at the fair value of the mining machines of $20,298,900 as of the acquisition date. Such fair value was derived from an independent external valuation, with the market approach adopted as the key valuation technique to assess market participant transaction prices for comparable mining equipment. As of December 31, 2025, no impairment loss was recognized in respect of these mining machines, as their carrying value did not exceed their fair value amount.

Depreciation expenses were $592,345, $353,788 and $5,422,902 for the years ended December 31, 2023, 2024 and 2025, respectively.

MEZZANINE EQUITY

12 Months Ended

Dec. 31, 2025

Mezzanine Equity

MEZZANINE EQUITY

18. MEZZANINE EQUITY

The Group’s preferred shares and redeemable non-controlling interests activities for the years ended December 31, 2023, 2024 and 2025 are summarized below:

SCHEDULE OF PREFERRED SHARES ACTIVITIES

	No. of shares			Amount			No. of shares			Amount			No. of shares			Amount			Amount			No. of shares			Amount
	Class A						Class B						Class B-1						Redeemable non-controlling interests			Total
	No. of shares			Amount			No. of shares			Amount			No. of shares			Amount			Amount			No. of shares			Amount
Balances at December 31, 2022		24,709,527			97,400,393			2,693,877			16,062,314			-			-			-			27,403,404			113,462,707
Acquisition of Ninjas in Pyjamas		-			-			-			-			43,044,524			168,000,000			-			43,044,524			168,000,000
Accretion on Preferred Shares to redemption value		-			20,327,824			-			704,422			-			22,882,461			-			-			43,914,707
Exchange rate difference		-			(2,835,151	)		-			-			-			-			-			-			(2,835,151	)
Balances at December 31, 2023		24,709,527			114,893,066			2,693,877			16,766,736			43,044,524			190,882,461			-			70,447,928			322,542,263
Accretion on Preferred Shares to redemption value		-			11,381,375			-			209,445			-			24,340,159			-			-			35,930,979
Exchange rate difference		-			(2,726,807	)		-			-			-			-			-			-			(2,726,807	)
Conversion of Preferred Shares to ordinary shares upon the completion of the IPO		(24,709,527	)		(123,547,634	)		(2,693,877	)		(16,976,181	)		(43,044,524	)		(215,222,620	)		-			(70,447,928	)		(355,746,435	)
Initial fair value of redeemable non-controlling interests		-			-			-			-			-			-			2,841,123			-			2,841,123
Net income attributed to redeemable non-controlling interests		-			-			-			-			-			-			119,123			-			119,123
Exchange rate difference		-			-			-			-			-			-			(1,691	)		-			(1,691	)
Balances at December 31, 2024		-			-			-			-			-			-			2,958,555			-			2,958,555
Initial fair value of redeemable non-controlling interests		-			-			-				-			-		-			2,230,787						2,230,787
Net loss attributed to redeemable non-controlling interests		-			-			-				-				-	-			(97,179	)					(97,179	)
Accretion on Preferred Shares to redemption value																				30,304						30,304
Disposal of redeemable non-controlling interests		-			-			-			-			-			-			(2,861,547	)					(2,861,547	)
Exchange rate difference		-			-				-		-				-		-			35,886			-			(35,886	)
Balances at December 31, 2025		-			-			-			-			-		-	-			2,296,805			-			2,296,805

Upon the completion of the IPO in July 2024, all of issued and outstanding preferred shares automatically converted into ordinary shares on a one-for-one basis.

The shares are presented on a retroactive basis to reflect the stock split (Note 17)

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY- Continued

Class A redeemable preferred shares

During fiscal year 2019, Shenzhen VF issued a total of 8,199,662 preferred shares for cash consideration of US$15,923,336.

During the Reverse Acquisition, each preferred shareholder of Shenzhen VF was changed to the preferred shareholder of Wuhan ESVF, certain redemption features and liquidation preference were modified simultaneously (“Modification”). Meanwhile, 15,764,427 preferred shares issued by Wuhan ESVF with carrying value of US $37,448,928 at the close of Reverse Acquisition was included in the consolidated balance sheets.

The Group had undergone a Reorganization on July 30, 2021. As part of the Reorganization, on June 8, 2021, each issuer of the preferred shares was changed to the reporting entity through share swaps. The major terms and number of shares of the preferred shares remained the same. Thus, there is no accounting impact on the preferred shares as a result of the Reorganization at the consolidated level. The Group determined all the preferred shares was re-designed as Class A preferred shares. Since the Reorganization were transactions under common control, the equity section of the Group after the Reorganization was assumed to have existed from the earliest period presented in the consolidated financial statements.

On September 30, 2021, the Company issued 745,438 Class A preferred shares to Shenzhen Media Group (International) Limited (“Shenzhen Media-HK”) for a total investment amount in the U.S. dollar equivalent amount of RMB 10 million. The terms of the Class A preferred shares issued to Shenzhen Media-HK were same as the terms of the Class A preferred shares after the reorganization as mentioned above.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY - Continued

Below presents the key original and amended terms of the Class A redeemable preferred shares during the reporting period:

Conversion Features

There were no conversion rights granted to holders of preferred shares upon the issuance of the preferred shares to preferred shareholders of Shenzhen VF or on the Reverse Acquisition.

Along with the Reorganization on July 30, 2021, as stated in the amended Article of Association, all outstanding preferred shares can be automatically converted into ordinary shares of the Company after its listing in US capital market.

Voting Rights

Each holder of preferred shares before and after the Reverse Acquisition and is entitled to vote together with the holders of ordinary shares on all matters submitted to a vote of the shareholders of the Company or the Group on an as-if-converted basis.

Dividend Rights

Each holder of preferred shares before and after the Reverse Acquisition is entitled to receive non-cumulative dividends, payable out of funds or assets when and as such funds or assets become legally available therefor pari passum with ordinary shares, on an as-converted basis, when, as, and if declared by the Board of Directors.

Liquidation Preferences

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the issuer, or in the event of a trade sale (include, among other things, a merger, share exchange, amalgamation or consolidation resulting in a change of control), collectively defined as “Deemed Liquidation Events”, all assets and funds legally available for distribution to the members (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed to the holders of the preferred shares prior and in preference to any distribution to the investors of any other class, an amount shall be the higher of (i) 100% of the preferred shares issuance price plus accrued daily interest at a rate of 8% per annum; and (ii) on a pro rata basis, percentage of each shareholders held multiplying with net assets available for distribution (collectively the “Preferred Shares Preference Amount”).

Amendment in Liquidation Preferences

During the Reverse Acquisition, the Preferred Shares Preference Amount was amended to an amount equal to 100% of the preferred shares issue price, and the following terms were added.

If there are any assets or funds remaining after the Preferred Shares Preference Amount has been distributed or paid in full to the applicable holders of the preferred shares, the remaining assets and funds of the Group available for distribution shall be distributed ratably among all members according to the relative number held by such member (including preferred shares on as-converted basis).

If the Preferred Shares Preference Amount cannot be paid in full, the holders of the preferred shares shall be entitled to the payment in proportion to their initial investment amount. If all assets and funds of the Company legally available for distribution to the members upon liquidation, dissolution or winding up of the Company exceed RMB 2 billion, the distribution shall be ratably among all members according to the relative number of ordinary shares held by such member (treating all outstanding preferred shares on as-converted basis).

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY - Continued

Redemption Rights

The preferred shares can be redeemed at any time and from time to time on or after the earlier date of the occurrence of (1) the issuer’s failure to complete the transaction as mutually agreed in the Preferred Share Purchase Agreement, or (2) (i) the issuer fails to obtain an receipt from the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission, the SEC or any other exchange of recognized international reputation and standing duly approved by the shareholders (“Qualified Exchange”) accepting the Company’s application for IPO by January 31 2024; or (ii) the Company fails to achieve the IPO on a Qualified Exchange on or before 31 January 2025, or (3) a material breach of any of the warranties, undertakings or covenants specified under the Preferred Share Purchase Agreement or certain other agreements entered into in connection with such preferred shares financing.

Upon the occurrence of any Redemption Event, each holder of the then outstanding preferred shares is entitled to, by written request to the Company, request the Company to redeem all or part of the preferred shares then outstanding held by such holder at a redemption price (higher of (i) 100% of the preferred shares issue price plus accrued daily interest at a rate of 8% per annum minus any declared but unpaid dividends on such preferred shares; (ii) % of shareholding multiplying with the Company’s most recent fair value of net assets).

Amendment in Redemption Rights

During the Reverse Acquisition, the events that triggered the redemption of any of the preferred shares has been amended to the same term, where the preferred shares can be redeemed at any time of the occurrence of a material breach of any of the warranties, undertakings or covenants specified under the New Preferred Share Purchase Agreement (the “New Preferred Share Purchase Agreement”) or certain other agreements entered into in connection with such preferred shares financing.

The redemption price for each preferred share that is redeemed has been amended to the same price, which shall be the higher of (a) an amount equal to 100% of such preferred shares issuance price plus accrued daily interest at a simple rate of 8% per annum, and any accrued or declared but unpaid dividend on such preferred shares, and (b) the result of multiplying the as-converted shareholding percentage with the issuer’s most recent fair value of net assets.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY - Continued

Class B redeemable preferred shares

On May 23, 2022, the Group entered into a share subscription purchase agreement with Digital WD., Ltd. (“Digital WD”). On September 5, 2022, the Group issued 1,718,691 Class B Preferred Shares to Digital WD, for an aggregate purchase price of $10,000,000.

On July 29, 2022, the Group entered into a subscription agreement with Maison Investment Holding Limited (“Maison”), a third-party investor, to sell 459,578 of the Group’s Class B preferred shares to Maison in exchange of $2,674,000 cash consideration. The Group has received the full investment fund of $2,673,970 (after deduction of commission charges) from Maison in advance as of September 30, 2022 and recorded as subscription fees advance from shareholder, and thereafter recognized as equity when the Group completed the issuance of 459,578 Class B preferred shares on December 20, 2022.

On July 29, 2022, the Group entered into a subscription agreement with AER Capital SPC (“AER”), to sell 515,608 of the Group’s Class B preferred shares to Maison in exchange of $3,000,000 cash consideration. As of December 31, 2022, the Group accounted the fund receivable from AER as shareholder investment fund receivable included in balance statement item prepaid expenses and other current assets, net (Note 5). In March 2023, the Group has received the full investment fund from AER.

Below presents the key original and amended terms of the Class B redeemable preferred shares during the reporting period:

Liquidation Preferences

Upon any liquidation event, all assets and funds of the Company thereafter legally available for distribution to the shareholders shall be distributed as follows: After any distribution or payment to the Class B-1 Preferred Shares held by all former shareholders of Ninjas in Pyjamas, and prior to any distribution or payment to the Class A preferred shareholders and the Ordinary shareholders, each Class B preferred shareholder shall be entitled to receive on a pro rata basis, an amount equal to the aggregate total of the initial subscription price with respect to each preferred share held by such Class B preferred shareholder.

Redemption Rights

If the Company is unable to settle the redemption obligations to the redemption shareholders in full, all available redemption funds shall be paid first to the Class B preferred shareholders on a pro-rata basis. The redemption price of Class B Preferred Share calculation is same as Class A preferred shares. The other terms of the Class B Preferred Shares issued were same as the terms of the Class A preferred shares.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY - Continued

Class B-1 redeemable preferred shares

On January 10, 2023, the Company completed an acquisition through a series of agreements with the shareholders of Ninjas in Pyjamas. The Company issued to Ninjas in Pyjamas former shareholders 43,044,524 Class B-1 Preferred Shares in exchange of 100% shares in Ninjas in Pyjamas (Note 1).

Below presents the key terms of the Class B-1 redeemable preferred shares during the reporting period:

Redemption Rights

In the case of a NIP redemption trigger event, Ninjas in Pyjamas former shareholders entitle to request the Company to redeem Class B-1 Preferred Shares held by them, and the Founder Shareholders (“Mario Ho Holdings Limited, xiaOt Sun Holdings Limited, Ayisia Zhou Holdings Limited and RayZ Holdings Limited”) shall be jointly and severally liable to take all necessary actions permissible under applicable laws to procure that the Company shall have the required funding. The terms of NIP redemption trigger event include:

a) (i) the Company fails to obtain a receipt from the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission, the SEC or any other exchange of recognized international reputation and standing duly approved by shareholders accepting the Company’s application for IPO by January 31, 2024; or (ii) the Company fails to achieve the IPO on or before January 31, 2025 based on a pre-money valuation of the Company exceeding US$100,000,000;

b) the valuation of the Company, as determined by an independent valuer, does not exceed USD 250 million by December 31, 2023;

c) the Group fail to obtain the formal league approvals for the change of ownership in respect of the league slots related to League of Legends LOL, Honor of Kings and/or CrossFire Pro League, which results in the loss or suspension of any of such league slots or otherwise materially impacts the financial performance of the Group;

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY — (continued)

d) the implementation of the restructuring plan or the failure of the Company to implement the dismantling of its VIE structure in accordance with the Restructuring Plan has resulted in or might reasonably be expected to material impact on the financial performance of the Group;

e) the amount of the Company’s revenue for the year ended December 31, 2022 based on the audit by an independent certified public accounting firm of internationally recognized standing according to the US GAAP for the purpose of the application for IPO is lower than USD 41,400,000.

As of December 31, 2023, redemption trigger event c, d and e have been determined to be satisfied.

Except the above terms of NIP redemption trigger event, others redemption terms of Class B-1 Preferred Shares were similar with Class A and Class B Preferred Shares:

In the case of a NIP special redemption trigger event, the Founder Shareholders entitle to request the Company to redeem Class B-1 Preferred Shares held by Ninjas in Pyjamas former shareholders. The terms of NIP special redemption trigger event include:

a) any material breach by any of the Ninjas in Pyjamas former shareholders of its obligations under the shareholders agreement;

b) Ninjas in Pyjamas conducting any off-account sales and causing material impacts on the financial performance of the Group and damage to the interests of the Group or any preferred shareholders accordingly;

c) material violation of any applicable laws by the operation of Ninjas in Pyjamas which in turn materially impacts the financial performance of the Group;

d) sale of the whole or a substantial part of the business, undertaking, property or assets of the Ninjas in Pyjamas without the requisite approvals by the board and/or the shareholders;

e) any act of dishonesty, fraud, willful default, or gross negligence committed by any Ninjas in Pyjamas former shareholders which in turn materially impacts the financial performance of the Group;

f) (A) Ninjas in Pyjamas fails to acquire 51% or more of the total issued shares of (i) anyone of appointed target companies, or (ii) any other target company engaging in similar type of business, having a projected annual revenue of not less than the agreed upon amount in the financial year of 2023, by no later than December 31, 2023; or (B) the equity ratio of the former shareholders of the Company have been diluted due to the implementation of the aforesaid acquisition (unless such dilution has been agreed by the former shareholders of the Company).

The total redemption price for all Class B-1 Preferred Shares requested for redemption by the Company (the “NIP Redemption Price”) shall be equivalent to the then net asset value (shall be “equity fair value” base on practical expedient provided by an independent valuer) of all Ninjas in Pyjamas in aggregate as of the redemption date. Payment of the NIP Redemption Price shall be settled by way of redemption in kind of all the shares held by the Company in the Ninjas in Pyjamas to the Ninjas in Pyjamas former shareholders. For the avoidance of doubt, the Ninjas in Pyjamas share distribution constitutes full settlement of the NIP Redemption Price, and no cash, other assets or funds of the Company shall be payable by the Company whatsoever to satisfy the payment of the NIP Redemption Price.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY — Continued

Liquidation Preferences

Upon any liquidation, the Company shall redeem all of the outstanding Class B-1 Preferred Shares held by all Ninjas in Pyjamas former shareholders at NIP Redemption Price. All assets and funds of the Company thereafter legally available for distribution to the remaining Shareholders shall be distributed to Ninjas in Pyjamas former shareholders prior to Class B Preferred Shareholders, Class A Preferred Shareholders and Ordinary Shareholders.

Conversion Features

There were no conversion rights granted to holders of Class B-1 Preferred Shares upon the issuance of the preferred shares to preferred shareholders.

All outstanding Class B-1 Preferred Shares can be automatically converted into ordinary shares of the Company after its listing in US capital market.

Voting Rights

Each holder of Class B-1 Preferred Shares is entitled to vote together with the holders of ordinary shares on all matters submitted to a vote of the shareholders of the Company or the Group on an as-if-converted basis.

Dividend Rights

Each holder of Class B-1 Preferred Shares is entitled to receive non-cumulative dividends, payable out of funds or assets when and as such funds or assets become legally available therefor pari passum with ordinary shares, on an as-converted basis, when, as, and if declared by the board of directors.

Accounting for the preferred shares

The Company classifies the preferred shares as mezzanine equity in the consolidated balance sheets because they are redeemable upon the occurrence of an event not solely within the control of the Company. The preferred shares are recorded initially at fair value, net of issuance costs. The Company did not incur material issuance costs for any preferred shares issued. There were no declared or undeclared dividends in arrears on redeemable preferred shares as of December 31, 2023.

For each reporting period, the Company assesses whether the preferred shares are currently redeemable and if the preferred shares are not currently redeemable, the Company further assesses whether it is probable that preferred shares will become redeemable. Except Class B-1 Preferred Shares which the redemption value were determined by the NIP Redemption Price, for any other preferred shares that are not currently redeemable and it is probable that preferred shares will become redeemable, the Company recognizes changes in the redemption value immediately as they occur over the period from the date of issuance to the earliest redemption date to equal the redemption value at the end of each reporting period based on the higher of (i) the issuance price plus a pre-determined annualized return set forth in the agreements and (ii) fair market value (estimated using the equity allocation model based on option pricing model with probability- weighted scenario analysis with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions).

An instrument that is redeemable currently will be remeasured under EITF Topic No. D-98 each period and translated based on current exchange rates. In contrast, an instrument presented as temporary equity but for which redemption is not probable will be translated based on the historical exchange rate in effect when the instrument was last measured, which would likely have been its issuance date.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

18. MEZZANINE EQUITY - Continued

In accordance with ASC 480-10-S99, the accretion is recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in-capital, or in the absence of additional paid-in-capital, by charges to accumulated deficit. The accretion of the preferred shares was $43,914,707 and $35,930,979 and nil for the years ended December 31, 2023, 2024 and 2025, respectively.

Upon the completion of the IPO, all of issued and outstanding preferred shares automatically converted into ordinary shares on a one-for-one basis. Upon conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock and additional paid-in capital.

Redeemable non-controlling interests

According to Young Will agreement, the Company will subsequently acquire an additional 13% of the share capital of Young Cayman each year during 2025, 2026, and 2027, respectively, and in exchange issue a corresponding number of Class A ordinary shares to the beneficial owners of Young Cayman, contingent upon the satisfaction of certain terms and conditions set out in the Agreement.

The redeemable non-controlling interests include 39% of the fair value of Young Cayman and its subsidiaries. The Company has a call option that it may redeem each year from the first closing of the transaction to year 2027, and minority shareholders of Young Cayman and its subsidiaries have a put option to sell its interest to the Company concurrently. The put and call option price is based on multiples of actual revenue and net profit, subject to the terms of Young Will Agreement. Subsequent to the stated date of the initial options, the options become available to be exercised every year thereafter. The Group estimated the preliminary fair value of the put and call options using a Monte Carlo simulation. We evaluated the put and call option for the redeemable non-controlling interests under ASC 480, Distinguishing Liabilities from Equity, and classified the redeemable non-controlling interests as mezzanine equity based on the redemption features.

Based on the historical financial results of Young Cayman and its subsidiaries., the Company estimated that the performance targets from 2025 to 2027 is not probable to be met, so non-controlling interests is not currently redeemable, and it is not probable that the instrument will become redeemable in the future. The Redeemable non-controlling interests will not be remeasured at each reporting date.

In July 2025, the Company entered into a termination agreement with the former shareholders of ZSZQ Limited, pursuant to which the parties mutually agreed to terminate the share swap agreement and all related ancillary agreements and instruments in respect of the share swap transactions. As of July 31, 2025, all shares previously issued pursuant to the share swap agreement had been fully surrendered and cancelled, with no shares remaining outstanding in connection with such transactions. Accordingly, the balance of redeemable non-controlling interests related to these transactions was nil as of December 31, 2025.

In March 2025, Wuhan ESVF and Wuhan Optics Valley Transportation Investment Group Co., Ltd. (“Wuhan Optics Valley Transportation”) jointly established Xingyao Future, with ownership interests of 60% and 40%, respectively. Wuhan ESVF and Wuhan Optics Valley Transportation have made capital contributions of RMB 9.0 million and RMB 6.0 million, respectively. Pursuant to the investment agreement entered into in January 2025, Xingyao Future is required to satisfy certain performance targets and other assessment criteria. If such targets are not met, Wuhan Optics Valley Transportation has the right to require Wuhan ESVF to repurchase its equity interest in Xingyao Future at a predetermined price. The Group has assessed that the triggering events for such repurchase obligation are not probable to occur. Accordingly, the related non-controlling interest is not currently redeemable, and it is not probable that the instrument will become redeemable in the future. As a result, the redeemable non-controlling interest is not remeasured at each reporting date.

In July 2025, Beijing Xingjing Entertainment entered into a capital subscription agreement with Beijing Changping Cultural Tourism Development Group Co., Ltd. (“Beijing Changping”). Under the agreement, Beijing Changping made a capital contribution of RMB 10 million to subscribe for a 2.08% equity interest in Beijing Xingjing Entertainment. The agreement provides that if any redemption trigger event occurs within five years upon completion of the transaction, Beijing Xingjing Entertainment shall repurchase the equity interest held by Beijing Changping at the contractually agreed price. Same as the preferred shares above, for each reporting period, the Group assesses whether the non-controlling interest are currently redeemable and if the non-controlling interest are not currently redeemable, the Group further assesses whether it is probable that non-controlling interest will become redeemable. in accordance with ASC 480-10-S99, and the accretion is recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in-capital, or in the absence of additional paid-in-capital, by charges to accumulated deficit. The accretion of the redeemable non-controlling interests was $30,304 for the year ended December 31, 2025.

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details)
¥ in Millions

Jun. 16, 2025

CNY (¥)

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Payables and Accruals [Abstract]

Loan from third parties

^[1]

$ 3,577,117

$ 3,057,563

Tax payable

1,708,295

1,168,921

Accrued expenses

^[2]

1,554,574

590,940

Collection of capital fund from third parties (

^[3]

1,429,981

Payroll payable

902,764

1,337,620

Professional service fees payable

372,346

Total

$ 9,172,731

$ 6,527,390

Total consideration | ¥

¥ 10.0

Subscription proceeds | ¥

¥ 10.0

[1]	The balance represented the unsecured borrowings with a maturity less than one year and an interest rate of 15% per annum from third parties for daily business operation.
[2]	The balance mainly consisted of deposit payable to event suppliers, reimbursement payable to employees and miscellaneous fees payable to third parties.
[3]	Pursuant to the capital increase agreement dated June 16, 2025, an individual shareholder subscribed for the equity of Hongli Culture with a total consideration of RMB 10.00 million, in exchange for approximately 2.78% equity interest of Hongli Culture. As of December 31, 2025, the full equity subscription proceeds of RMB 10.00 million had been fully received by the Group. However, the equity delivery conditions had not been satisfied as of the reporting date, and accordingly, the relevant equity interest had not been delivered and registered.

Consolidated Statements of Changes in Equity (Deficit) and Redeemable Non-controlling Interests - USD ($)	Common Stock [Member] Class A Ordinary Stock [Member]	Common Stock [Member] Class B Ordinary Stock [Member]	Common Stock [Member]	Treasury Stock, Common [Member]	Subscription Receivable [Member]	Additional Paid-in Capital [Member]	Statutory Reserve [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total	Redeemable Non Controlling Interests [Member]
Balance at Dec. 31, 2022			$ 3,716	$ (436)	$ (3,280)		$ 72,420	$ (29,250,505)	$ 172,115	$ (29,005,970)	$ 4,999,766	$ (24,006,204)
Balance, shares at Dec. 31, 2022			37,163,379
Treasury Stock, Balance, shares at Dec. 31, 2022				(3,488,639)
Share-based compensation						6,122,348				6,122,348		6,122,348
Net loss (income)								(13,258,029)		(13,258,029)	180	(13,257,849)
Accretion of mezzanine equity						(6,122,348)		(37,792,359)		(43,914,707)		(43,914,707)
Exercise of share options				$ 436	(436)
Exercise of share options, shares				3,488,639								3,488,639
Foreign currency translation adjustment									5,253,255	5,253,255	(1)	$ 5,253,254
Accretion on Preferred Shares to redemption value												(43,914,707)
Balance at Dec. 31, 2023			$ 3,716		(3,716)		72,420	(80,300,893)	5,425,370	(74,803,103)	4,999,945	(69,803,158)
Balance, shares at Dec. 31, 2023			37,163,379
Treasury Stock, Balance, shares at Dec. 31, 2023
Net loss (income)								(12,689,785)		(12,689,785)	(114,659)	$ (12,804,444)	119,123
Accretion of mezzanine equity
Exercise of share options, shares
Foreign currency translation adjustment									(15,947,580)	(15,947,580)	1,628	$ (15,945,952)	(1,691)
Accretion on Preferred Shares to redemption value								(35,930,979)		(35,930,979)		(35,930,979)
Conversion of ordinary shares to Class A ordinary shares and Class B ordinary shares upon closing of initial public offering	$ 1,252	$ 2,464	$ (3,716)
Conversion of ordinary shares to Class A ordinary shares and Class B ordinary shares upon closing of initial public offering, shares	12,521,442	24,641,937	(37,163,379)
Conversion of convertible preferred stock to common stock upon closing of initial public offering	$ 5,708	$ 1,336				355,739,391				355,746,435		355,746,435
Conversion of convertible preferred stock to common stock upon closing of initial public offering, shares	57,085,547	13,362,381
Issuance of common stock upon closing of initial public offering	$ 487					20,259,756				20,260,243		20,260,243
Issuance of common stock upon closing of initial public offering, shares	4,865,052
Initial public offering costs						(5,420,369)				(5,420,369)		(5,420,369)
Acquisition of subsidiaries	$ 92				(92)	3,311,721				3,311,721	(90,419)	3,221,302	2,841,123
Acquisition of mining assets, shares	920,212
Contribution from non-controlling shareholders											283,668	283,668
Capital refund of non-controlling shareholders											(141,949)	(141,949)
Balance at Dec. 31, 2024	$ 7,539	$ 3,800			(3,808)	373,890,499	72,420	(128,921,657)	(10,522,210)	234,526,583	4,938,214	239,464,797	2,958,555
Balance, shares at Dec. 31, 2024	75,392,253	38,004,318
Treasury Stock, Balance, shares at Dec. 31, 2024
Share-based compensation	$ 334	$ 4,543		$ (34)	(4,843)	36,723,969				36,723,969		36,723,969
Net loss (income)								(237,479,773)		(237,479,773)	(541,885)	$ (238,021,658)	(97,179)
Exercise of share options, shares												48,425,049
Foreign currency translation adjustment									35,246,776	35,246,776	185,995	$ 35,432,771	35,885
Accretion on Preferred Shares to redemption value													30,304
Acquisition of subsidiaries											(107,202)	(107,202)
Acquisition of mining assets, shares	119,553,439
Contribution from non-controlling shareholders											400,395	400,395	2,230,787
Share-based compensation, shares	3,337,676	45,430,307	45,430,307	(342,934)
Acquisition of mining assets	$ 11,955				(11,955)	20,298,900				20,298,900		20,298,900
Acquisition of non-controlling interest						3,506				3,506	(3,506)
Accretion on redeemable non-controlling interest						(30,304)				(30,304)		(30,304)	30,304
Disposal of subsidiaries	$ (92)				92	(980,700)				(980,700)	(261,313)	(1,242,013)	(2,861,547)
Disposal of subsidiaries, shares	(920,212)
Provision for statutory reserve							80,897	(80,897)
Balance at Dec. 31, 2025	$ 19,736	$ 8,343		$ (34)	$ (20,514)	$ 429,905,870	$ 153,317	$ (366,482,327)	$ 24,724,566	$ 88,308,957	$ 4,610,698	$ 92,919,655	$ 2,296,805
Balance, shares at Dec. 31, 2025	197,363,156	83,434,625
Treasury Stock, Balance, shares at Dec. 31, 2025				(342,934)

SCHEDULE OF RECEIVABLE FOR BITCOIN COLLATERAL, NET (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Receivable For Bitcoin Collateral Net
Receivable for bitcoin collateral	$ 19,739,203
Changes in fair value of receivable for bitcoin collateral	(2,931,287)
Total Receivable for bitcoin collateral, net	$ 16,807,916

SCHEDULE OF PROPERTY AND EQUIPMENT NET (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Less: accumulated depreciation

$ 25,642,957

$ 5,228,418

7,427,209

2,185,146

18,215,748

3,043,272

Mining Machines [Member]

Leasehold Improvements [Member]

^[1]

20,298,900

Electronic Equipment [Member]

4,128,007

3,976,224

Furniture and Fixtures [Member]

569,462

620,261

Vehicles and Canteen Equipment [Member]

427,748

404,188

CONCENTRATION OF CREDIT RISK

$ 218,840

$ 227,745

[1]	As of December 31, 2025, the Group pledged all of its mining machines as collateral under its debt arrangements with Antalpha Digital Pte. Ltd., to maintain compliance with the loan-to-value ratio requirements (refer to Note 12).

CONCENTRATION OF CREDIT RISK

12 Months Ended

Dec. 31, 2025

Risks and Uncertainties [Abstract]

24. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivable. The Group conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Group evaluates its accounts receivable for expected credit losses on a regular basis and maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Group conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total revenue:

	For the years ended December 31,
	2023			2024			2025
Percentage of the Group’s revenue
Customer A		-*			-*			16	%
Customer B		49	%		45	%		-*
Customer C		13	%		-*			-*
Total		62	%		45	%		16	%

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total accounts receivable:

	As of December 31,
	2024			2025
Percentage of the Group’s accounts receivable
Customer D		26	%		21	%
Total		26	%		21	%

Represent percentage less than 10%

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (d)(2)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
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-Name Accounting Standards Codification
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-Subparagraph (c)(3)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
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-URI https://asc.fasb.org/1943274/2147482836/275-10-55-3A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/275/tableOfContent

SCHEDULE OF DUE FROM RELATED PARTY TRANSACTIONS

ACQUISITIONS (Details Narrative)				1 Months Ended	7 Months Ended	12 Months Ended
ACQUISITIONS (Details Narrative)	Jun. 27, 2025 USD ($) shares	Sep. 23, 2024 CNY (¥)	Jun. 30, 2023 shares	Jul. 31, 2025 USD ($)	Jul. 31, 2025 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Oct. 31, 2024 shares	Sep. 23, 2024 USD ($)
Business Combination [Line Items]
Business acquisition, net revenue							$ 1,935,611
Business acquisition, net income							305,443
Gain (loss) on disposal of subsidiary				$ 1,911,840		$ (1,911,840)
Total assets						202,377,384	312,566,366
Profit loss						(238,118,837)	(12,685,321)	$ (13,257,849)
Goodwill						$ 30,363,234	$ 131,909,760
Fair value of the mining machines	$ 20,300,000
Common Stock [Member]
Business Combination [Line Items]
Number of shares \| shares	119,553,439		2,019,516
Young Will Ltd [Member]
Business Combination [Line Items]
Total assets				$ 2,504,050	$ 2,504,050
Profit loss					$ 249,177
Jinyuanbao [Member] \| Share Transfer Agreement [Member]
Business Combination [Line Items]
Equity stake percentage										90.00%
Cash consideration \| ¥		¥ 900,000
Goodwill										$ 942,021
Common Class A [Member]
Business Combination [Line Items]
Common stock, shares issued \| shares									920,212

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2025

Amounts due from related parties consisted of the following for the periods indicated.

	As of December 31,
	2024		2025
Shenzhen Media ⁽¹⁾		252,079		263,117
Liwei Sun ⁽²⁾		36,150		37,733
Phase Two Limited⁽³⁾		-		17,151
Shenzhen Xingjing ⁽⁴⁾		196,437		-
Shengjie Huang ⁽⁵⁾	$	411,511	$	-
Total	$	896,177	$	318,001

(1)	The balance represented the accounts receivable for providing esports service to related parties.

(2)	The balance represented interest-free loan to related parties, which were due on demand.

(3)	Phase Two Limited was established on December 4, 2025; The balance represents the advance payment we made on behalf of the related party for the company’s registration expenses.

(4)	Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

(5)	Shengjie Huang is no longer considered related parties due to disposal of Young Will.

SCHEDULE OF DUE TO RELATED PARTY TRANSACTIONS

Amount due to related parties consisted of the following for the periods indicated:

	2024		2025
	As of December 31,
	2024		2025
Shenzhen Media ⁽¹⁾	$	946,944	$	1,417,402
Mario Yau Kwan Ho ⁽²⁾		325,277		148,665
Xingjing Culture Media ⁽³⁾		86,228		90,003
Wuhan Lingsheng		5,353		-
Wuhan Yingyi		9,006		-
Subtotal of amount due to related parties-current		1,372,808		1,656,070
Shenzhen Xingjing ⁽⁴⁾		131,017		-
Subtotal of amount due to related parties-non-current		131,017		-
Total	$	1,503,825	$	1,656,070

(1)

(2)

The balances represented the service fee for Mario Yau Kwan Ho who provided services to the reality show that hosted by the customers.

(3)

The balances represented interest-free loan from related parties for daily operations, which were due on demand.

(4)

Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

SCHEDULE OF RELATED PARTY TRANSACTIONS

The following is a list of related parties which the Group has major transactions with:

	2023		2024		2025
Nature	For the years ended December 31,
	2023		2024		2025
Shenzhen Media
Government subsidies that should be distributed to Shenzhen Media ⁽¹⁾		423,675		416,914		413,644
Sponsorships and advertising services provided by the Group ⁽²⁾		423,675		-		-
Rental expense		610,092		16,579		-
Event production service provided by Shenzhen Media		14,687		2,622		-
Repayment of government subsidies distributed to Shenzhen Media		282,450		-		-
Event production service provided by the Group		-		437,891		-
Event operation service provided by Shenzhen Media		-		119,571		-
						-
*Wuhan Suran⁽²⁾*
Talent management service provided by the Group⁽²⁾		-		37,586		60,818

*Wuhan Yingyi⁽²⁾*
Talent management service provided by Group⁽²⁾		-		14,967		32,690

*Wuhan Lingsheng⁽²⁾*
Talent management service provided by Group⁽²⁾		-		7,258		12,345

Wuhan Linyu
Services provided by Wuhan linyu		6,758		5,489		5,187
Repayment of services provided by Wuhan Linyu		8,106		5,489		5,187
Interest expenses paid to Wuhan Linyu		-		-		-

*Phase Two Limited*
Prepaid expenses paid by the Group		-		-		17,151

HaoMing Yu
Loan to HaoMing Yu		-		-		33,391
Collection of loan to HaoMing Yu		-		-		33,391

*Wuhan Tourism&Sports Group*
Sponsorships and advertising services provided by the Group		666,156		600,898		-

Mario Yau Kwan Ho
Reality show service provided by Mario Yau Kwan Ho		146,822		224,528		-
Repayment of reality show service provided by Mario Yau Kwan Ho		667,994		39,048		-

*Tianjin LLP*
Payment to Tianjin LLP for Wuhan ESVF’s share purchase		-		62,702		-
Collection of loan to Tianjin LLP		-		278		-

*Shenzhen Xingjing Weiwu Education Technology Co., Ltd.⁽³⁾*
Event production services provided by the Group⁽³⁾		75,988		25,297		-
Loan to Shenzhen Xingjing Weiwu Education Technology Co., Ltd.⁽³⁾		152,304		1,042		-

Xingjing Culture Media
Loan from Xingjing Culture Media		282,507		-		-
Loan repayment to Xingjing Culture Media		3,588,153		-		-

*Liwei Sun*
Loan to Liwei Sun		49,429		-		-
Collection of loan to Liwei Sun		49,429		-		-
Related party transaction amounts		49,429		-		-

(1)

The Group entered into a cooperation agreement with the related party and agreed to allocate 60% of the government subsidies received to the related party.

(2)

Wuhan Suran, Wuhan Yingyi and Wuhan Lingsheng is no longer considered related parties due to disposal of Young Will.

(3)

Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.

SCHEDULE OF ASSETS SEGMENTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting Information [Line Items]
Total segment assets	$ 202,377,384	$ 312,566,366
PRC And Other Subsidiaries [Member]
Segment Reporting Information [Line Items]
Total segment assets	145,039,427	140,834,100
Ninjas in Pyjamas [Member]
Segment Reporting Information [Line Items]
Total segment assets	18,145,297	171,732,266
Mining Business [Member]
Segment Reporting Information [Line Items]
Total segment assets	$ 39,192,660

Amount of asset recognized for present right to economic benefit.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) ¥ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($) Segment	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2025 CNY (¥)
Product Information [Line Items]
Provisions for credit losses	$ 1,607,934	$ 188,432
Impairment of intangible assets	64,400,000
Impairment of definite-lived intangible assets	0	0	0
Impairment of infinite-lived intangible assets	64,406,302
Impairment of goodwill	122,519,218
Contingent consideration classified as equity fair value disclosure	394,401
Performance obligation	826,135	668,932		¥ 3
Deferred revenue	1,609,908	1,038,307
Contract liability	266,769	664,169	$ 758,410
Captialized contract cost net	$ 153,533	$ 372,309
Value added tax description	The PRC VAT rate is 6% or 1% for taxpayers providing services and 13% for product sales for the years ended December 31, 2023, 2024 and 2025. For revenue generated from services, the VAT rate is 6% for the entities that qualified as general tax payers, which are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. The VAT rate is 1% for the entities that qualified as small-scale taxpayers, which are not allowed to offset qualified input VAT paid to suppliers against their output VAT.
Number of reportable segments \| Segment	3
China, Yuan Renminbi
Product Information [Line Items]
Depreciation percentage	4.20%
Foreign currency exchange rate risk, depreciation percentage	0.10%	2.80%
Sweden, Kronor
Product Information [Line Items]
Appreciation percentage	16.70%
Foreign currency exchange rate risk, depreciation percentage	7.30%	10.10%
Minimum [Member]
Product Information [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	9 months 18 days	6 months		9 months 18 days
Maximum [Member]
Product Information [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year 6 months	2 years 4 months 24 days		1 year 6 months
Goods and Services [Member]
Product Information [Line Items]
Weighted average rate percentage	12.00%			12.00%
Terminal growth rate percentage	2.00%			2.00%
Standard VAT rate percentage	25.00%	25.00%		25.00%

LEASES (Details Narrative) - USD ($)	12 Months Ended
LEASES (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases
Cash paid for amounts included in the measurement of lease liabilities	$ 743,194	$ 770,267	$ 641,400
Weighted average remaining lease term, operating lease	8 years 4 months 6 days	3 years 8 months 4 days	4 years 9 months
Weighted average discount rate, operating lease	3.49%	4.31%	4.37%

SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Indefinite useful lives, net

$ 128,382,118

$ 113,770,697

113,770,697

Indefinite useful lives, net

63,975,816

Less: accumulated amortization

21,846,833

27,832,436

17,243,739

13,621,612

Definite useful lives, net

4,603,094

14,210,824

Intangible Assets, net

68,578,910

127,981,521

Agency Contract Rights [Member]

Talent Acquisition Costs [Member]

18,103,617

18,928,983

1,606,704

3,102,781

Game Copyright [Member]

1,011,779

969,336

Hongli Culture [Member]

829,389

794,597

Software [Member]

Customer Relationships [Member]

295,344

282,954

League Tournaments Rights [Member]

3,753,785

Less: Impairment loss provision for League tournaments rights of Ninjas in Pyjamas

^[1]

86,366,829

76,263,589

41,256,899

Ninjas in Pyjamas [Member]

Less: Impairment loss provision for League tournaments rights of Ninjas in Pyjamas

27,172,086

22,642,669

23,149,403

Wuhan ESVF [Member]

14,843,203

14,220,542

Young Will [Member]

$ 643,897

[1]	League tournaments rights derived from business acquisition were $65,879,725 and $75,528,298 as of December 31, 2024 and 2025, respectively.

SCHEDULE OF DUE FROM RELATED PARTY TRANSACTIONS (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Shenzhen Media [Member]

^[1]

$ 263,117

$ 252,079

Liwei Sun [Member]

Phase Two Limited [Member]

^[2]

37,733

36,150

Shenzhen Xingjing [Member]

^[3]

17,151

^[4]

196,437

Shengjie Huang [Member]

^[5]

411,511

$ 318,001

$ 896,177

[1]	The balance represented the accounts receivable for providing esports service to related parties.
[2]	The balance represented interest-free loan to related parties, which were due on demand.
[3]	Phase Two Limited was established on December 4, 2025; The balance represents the advance payment we made on behalf of the related party for the company’s registration expenses.
[4]	Beginning in 2025, Shenzhen Xingjing has become a subsidiary of the Group through consolidation and is no longer considered a related party.
[5]	Shengjie Huang is no longer considered related parties due to disposal of Young Will.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($)	12 Months Ended
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Current income tax expense	$ 1,364,150	$ 126,140	$ 181,967
Deferred income tax benefits	(14,829,357)	(2,495,899)	(1,382,822)
Total income tax benefits	$ (13,465,207)	$ (2,369,759)	$ (1,200,855)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

SCHEDULE OF CONDENSED STATEMENT OF CASH FLOWS (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$ (238,118,837)	$ (12,685,321)	$ (13,257,849)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in loss of subsidiaries	$ (1,911,840)	1,911,840
Share-based compensation expense		36,723,969		6,122,348
Change in operating assets and liabilities:
Amounts due from subsidiary		404,276	(111,129)	(80,548)
Net cash used in operating activities		(15,686,123)	(16,542,944)	(5,153,989)
Net cash provided by (used in) investing activities		(917,572)	(4,959,223)	2,170,529
Proceeds from issuance of Class A ordinary shares upon the completion of IPO, net of issuance cost			20,260,243
Net cash provided by financing activities		13,611,347	23,458,121	1,364,459
Net (decrease) increase in cash and cash equivalents		(2,420,862)	1,964,697	(1,993,028)
Cash and cash equivalents, beginning of the year		9,559,298	7,594,601	9,587,629
Cash and cash equivalents, end of the year		7,138,436	9,559,298	7,594,601
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Acquisition of mining machines		20,298,900
Parent [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(237,479,773)	(12,689,785)	(13,258,029)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in loss of subsidiaries		196,880,290	11,508,821	12,589,459
Share-based compensation expense		36,723,969
loss on disposal of subsidiaries		1,911,840
Change in operating assets and liabilities:
Amounts due from subsidiary		(6,106,178)	4,388,269	5,721,562
Advance to suppliers		(32,143)
Other receivables				78,364
Accrued expenses and other liabilities		1,371,272	511,654	(697,955)
Net cash used in operating activities		5,481,633	(5,057,579)	(7,166,451)
Investment in equity investees		(7,601,000)	(10,950,000)	(17,400,000)
Net cash provided by (used in) investing activities		(7,601,000)	(10,950,000)	(17,400,000)
Collection of subscription receivable				2,999,845
Payment of deferred offering cost			(3,514,703)	(418,351)
Proceeds from issuance of Class A ordinary shares upon the completion of IPO, net of issuance cost			20,260,243
Capital injection in Reorganization				16,309,641
Net cash provided by financing activities			16,745,540	18,891,135
Net (decrease) increase in cash and cash equivalents		(2,119,367)	737,961	(5,675,316)
Cash and cash equivalents, beginning of the year		2,121,423	1,383,462	7,058,778
Cash and cash equivalents, end of the year		2,056	2,121,423	1,383,462
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Acquisition of mining machines		20,298,900
Disposal of subsidiaries		$ 2,892,540

TAXATION (Details Narrative) - USD ($)	12 Months Ended
TAXATION (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
TaxationLineItem [Line Items]
Corporate tax rate	5.40%
Income tax description	The State Administration of Taxation further announced that from January 1, 2021 to December 31, 2022, for the portion of taxable income not exceeding RMB1 million, the amount of taxable income can be halved from 25% to 12.5%, and the corporate income tax will be levied at 20%, for small and low-profit enterprises, and from January 1, 2022 to December 31, 2024, small and low-profit enterprises can enjoy a 20% corporate income tax rate on 25% of the taxable income amount for the portion of taxable income more than RMB1 million but not exceeding RMB3 million. In accordance with announcement of the Ministry of Finance and the State Taxation Administration [2023] No. 6, which was effective from January 1, 2023 to December 31, 2024, preferential tax rate became 5% on taxable income below RMB1 million. According to announcement of the Ministry of Finance and the State Taxation Administration [2023] No.12, which became effective on August 2, 2023 and until to December 31, 2027, small, low profit enterprises is subject to the preferential income tax rate of 5% (only 25% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%).
Operating Loss Carryforwards	$ 25,021,110
Net operating loss carry forwards, indefinitely	5,166,745
Operating Loss Carryforwards, Valuation Allowance	27,624,549
Valuation allowance	$ 7,842,308	$ 1,940,958	$ 1,703,274	$ 1,372,267
Minimum [Member]
TaxationLineItem [Line Items]
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	0.00%
Maximum [Member]
TaxationLineItem [Line Items]
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	5.19%
UNITED STATES
TaxationLineItem [Line Items]
Corporate tax rate	21.00%
SWEDEN
TaxationLineItem [Line Items]
Statutory income tax rate percentage		20.60%
HONG KONG
TaxationLineItem [Line Items]
Income tax standard rule	Hong Kong and is subject to a two-tiered income tax rate for taxable income earned in Hong Kong effectively since April 1, 2018. The first HKD2 million of profits earned by a company is subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%
PRC [Member]
TaxationLineItem [Line Items]
Statutory income tax rate percentage	25.00%
Peoples Republic Of China [Member]
TaxationLineItem [Line Items]
Operating Loss Carryforwards	$ 25,021,110	$ 16,113,739

SCHEDULE OF INTANGIBLE ASSETS BY SEGMENTS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting Information [Line Items]
Total intangible assets net	$ 68,578,910	$ 127,981,521
PRC And Other Subsidiaries [Member]
Segment Reporting Information [Line Items]
Total intangible assets net	53,865,214	61,913,339
Ninjas in Pyjamas [Member]
Segment Reporting Information [Line Items]
Total intangible assets net	14,713,696	66,068,182
Mining Business [Member]
Segment Reporting Information [Line Items]
Total intangible assets net

BORROWINGS

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

BORROWINGS

12. BORROWINGS

Interest expenses related to borrowing were $373,415, $552,671 and $917,000 for the years ended December 31, 2023, 2024 and 2025, respectively. As of December 31, 2024 and 2025, the weighted average interest rate of the short-term borrowings was 3.92% % and 5.97% per annum, respectively. As of December 31, 2024 and 2025, the weighted average interest rate of the long-term borrowing was 4.40% and 3.90% per annum, respectively.

Borrowing as of December 31, 2024 and 2025 represented the following:

SCHEDULE OF BORROWINGS

Lender	Interest rate		Issuance Date	Maturity Date	As of December 31, 2024		As of December 31, 2025
Short-term borrowings
Antalpha Digital Pte Ltd (i)		8.00%	(i)	(i)		-		12,709,572
Antalpha Digital Pte Ltd (i)		9.00%	(i)	(i)		-		7,492,391
China Merchants Bank (ii)		3.40%	February 8, 2025	February 8, 2026		-		4,289,943
Wuhan Rural Commercial Bank (iii)		4.00%	March 25, 2025	March 13, 2026		-		1,429,981
Bank of China (iv)		3.00%	October 28, 2025	October 28, 2026		-		1,429,981
China Zheshang bank (v)		3.00%	March 12, 2025	March 9, 2026		-		1,429,981
SPD Bank (vi)		3.00%	December 4, 2025	November 9, 2026		-		1,429,981
HanKou Bank (vii)		3.40%	October 14, 2025	October 14, 2026		-		1,429,981
Industrial Bank (viii)		2.80%	June 28, 2025	June 24, 2026		-		1,429,981
China CITIC Bank (ix)		3.00%	June 26, 2025	June 25, 2026		-		1,429,981
China CITIC Bank (x)		3.00%	June 26, 2025	June 25, 2026		-		857,989
SEB Bank (xi)		6.14%	August 27, 2025	August 26, 2026		-		861,731
China Zheshang bank (xii)		3.60%	June 10, 2025	June 9, 2026		-		714,990
China Everbright Bank (xiii)		3.45%	March 25, 2025	March 24, 2026		-		714,990
Bank of Beijing (xiv)		2.50%	December 26, 2025	December 21, 2026		-		714,990
Bank of China (xv)		3.10%	February 28, 2025	February 28, 2026		-		428,995
HanKou Bank		4.50%	February 23, 2024	February 22, 2025		684,997		-
Industrial Bank		3.90%	May 24, 2024	May 23, 2025		684,997		-
China CITIC Bank		3.45%	June 27, 2024	June 26, 2025		684,997		-
China CITIC Bank		3.45%	June 27, 2024	June 26, 2025		410,998		-
China Construction Bank		4.05%	May 7, 2024	May 6, 2025		1,372		-
China Merchants Bank		3.90%	January 26, 2024	January 26, 2025		4,109,983		-
Wuhan Rural Commercial Bank		4.81%	March 26, 2024	March 20, 2025		1,232,995		-
Bank of China		3.45%	September 25, 2024	September 25, 2025		1,369,994		-
China Everbright Bank		3.75%	January 22, 2024	January 21, 2025		684,997		-
China Zheshang bank		3.80%	April 10, 2024	April 7, 2025		684,997		-
Total					$	10,550,327	$	38,795,458
Long-term borrowings, current portion
Hua Xia Bank (xvi)		3.85%	March 29, 2023	March 28, 2026		-		3,564,835
HanKou Bank (xvii)		4.50%	March 25, 2025	September 17, 2026		-		14,300
Bank of China (xviii)		4.80%	June 29, 2025	June 21, 2026		-		7,292
Hua Xia Bank		4.40%	March 29, 2023	September 21, 2025		136,999		-
Hua Xia Bank		4.40%	March 29, 2023	March 21, 2025		136,999		-
Subtotal						273,998		3,586,427
Long-term borrowings
HanKou Bank (xvii)		4.50%	March 25, 2025	March 17, 2027		-		693,541
Bank of China (xviii)		4.80%	June 29, 2025	June 27, 2028		-		353,706
Hua Xia Bank		4.40%	March 29, 2023	March 28, 2026		3,376,519		-
Total					$	3,650,517	$	4,633,674

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

12. BORROWINGS – Continued

(i)

(ii)

(iii)

(iv)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media and the Group’s shareholder, Liwei Sun and Rui Zhou.

(v)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media, ShenZhen VF and the Group’s shareholder, Liwei Sun and Rui Zhou.

(vi)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Xinghui Media and the Group’s shareholder, Liwei Sun and Rui Zhou.

(vii)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by the Group’s shareholder, Liwei Sun and Rui Zhou.

(viii)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by Wuhan ESVF and the Group’s shareholder, Liwei Sun and Rui Zhou.

(ix)

The principal of the loan is RMB10,000,000 (approximately $1,429,981). The loan is guaranteed by the Group’s shareholder, Liwei Sun and Rui Zhou.

(x)

(xi)

(xii)

(xiii)		The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Shenzhen VF and the Group’s shareholders, Liwei Sun and Rui Zhou. And The loan is pledged by existing account receivables of Wuhan ESVF due from Shanghai Dianding CO., LTD.

(xiv)		The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF.

(xv)		The principal of the loan is RMB3,000,000 (approximately $428,995). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang.

(xvi)		The principal of the loan is RMB30,000,000 (approximately $4,289,943). The loan is guaranteed by Wuhan Zhongzhe Financing Guarantee Co., LTD., Hongli Culture and the Group’s shareholders, Liwei Sun and Rui Zhou. As of December 31, 2025, the outstanding loan principal of RMB25,000,000 (approximately $3,574,952) is due within twelve months, which is classified as current portion of long-term borrowing. And debt issuance costs of RMB70,755(approximately $10,118) were deducted from the proceeds from the loan.

(xvii)		The principal of the loan is RMB5,000,000 (approximately $714,990). The loan is guaranteed by Wuhan ESVF ,and the Group’s director and senior vice president, and minority shareholder of Hongli Culture, Lei Zhang and Wuhan Optics Valley Technology Financing Guarantee Co., Ltd who charged a financing guarantee fee of 0.4% per annum on the principal amount of the financing guarantee. As of December 31, 2025, the outstanding loan principal of RMB100,000 (approximately $14,300) is due within twelve months, which is classified as current portion of long-term borrowing and the remaining portion of principal of RMB4,850,000 (approximately $693,541) is presented as a long-term borrowing.

(xviii)		The principal of the loan is RMB2,550,000 (approximately $360,998). The loan is guaranteed by Wuhan ESVF and Shenzhen VF.

Certain borrowings outstanding as of December 31, 2025 matured subsequent to the balance sheet date and prior to the issuance date of the consolidated financial statements.

NIP GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars, except share and per share data)

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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