SCHEDULE: Apex Cyber Boosts NIP Group Stake, Adds Director

Apex Cyber Capital Limited increased its beneficial ownership in NIP Group Inc. to 31.2% of Class A Ordinary Shares and appointed a director following an asset acquisition, with a second, larger acquisition planned.

Summary

• Apex Cyber Capital Limited now beneficially owns 61,587,787 Class A Ordinary Shares of NIP Group Inc., representing 31.2% of the class.
• This ownership resulted from the acquisition by NIP Group Inc. of on-rack crypto mining machines with an aggregate hash rate of 3.11 EH/s.
• The initial agreement for this transaction was made on June 27, 2025, and an amendment was entered into on September 5, 2025, leading to the issuance of shares to Apex Cyber Capital Limited.
• As part of the transaction, Apex Cyber Capital Limited secured customary registration rights and the right to appoint one director to NIP Group Inc.'s board.
• Kee Wee Kiang Kenneth, a director of Apex Cyber Capital Limited, was appointed to NIP Group Inc.'s board on September 5, 2025.
• A second asset-purchase agreement was signed on November 3, 2025, for NIP Group Inc. to acquire additional mining infrastructure and computational capacity of approximately 8.19 EH/s.
• The second acquisition is expected to involve the issuance of up to 314,515,762 Class A ordinary shares as consideration to the Second Tranche Selling Parties.
• Apex Cyber Capital Limited's voting power represents 6.4% of the total outstanding voting power, due to NIP Group Inc.'s multi-class share structure where Class B1 and B2 shares carry 20 votes each.

Sentiment

Score: 7

Explanation: The filing indicates significant strategic expansion for NIP Group Inc. through asset acquisitions, which is generally positive for growth. However, the substantial share dilution associated with these acquisitions introduces a negative aspect for existing shareholders, balancing the overall sentiment.

Positives

• NIP Group Inc. is expanding its crypto mining operations by acquiring significant hash rate capacity (3.11 EH/s already acquired, 8.19 EH/s planned).
• The reporting person, Apex Cyber Capital Limited, has secured a board seat, indicating increased influence and alignment with NIP Group Inc.'s strategic direction.
• The Investor Rights Agreement provides customary registration rights for Apex Cyber Capital Limited, offering liquidity options for its substantial shareholding.

Negatives

• The issuance of a large number of Class A Ordinary Shares (61,587,787 already, up to 314,515,762 planned) will result in significant dilution for existing shareholders.
• Apex Cyber Capital Limited's 31.2% ownership of Class A shares translates to only 6.4% of total voting power, indicating limited control despite a large equity stake due to the multi-class share structure.

Risks

• Dilution risk for existing shareholders due to the issuance of a substantial number of new Class A Ordinary Shares for asset acquisitions.

Future Outlook

NIP Group Inc. plans to significantly expand its crypto mining operations by acquiring an additional 8.19 EH/s of mining infrastructure and computational capacity, which will involve the issuance of up to 314,515,762 Class A ordinary shares.

Industry Context

This filing indicates NIP Group Inc.'s aggressive expansion in the crypto mining sector, a trend seen among companies aiming to capitalize on the potential profitability of digital asset mining. The acquisition of substantial hash rate capacity positions NIP Group Inc. to increase its share of block rewards, subject to market conditions and operational efficiency. The issuance of shares as consideration is a common financing method for such expansions, particularly in capital-intensive industries like crypto mining.

Comparison to Industry Standards

• The acquisition of 3.11 EH/s and a planned 8.19 EH/s represents a substantial increase in NIP Group Inc.'s operational scale.
• For context, leading publicly traded crypto miners like Marathon Digital Holdings (MARA) and Riot Platforms (RIOT) operate at much larger scales, with Marathon reporting an operational hash rate of 24.7 EH/s as of October 2023 and Riot reporting 12.4 EH/s as of September 2023.
• While NIP Group Inc.'s current and planned capacity is still smaller than these industry giants, the combined 11.3 EH/s (3.11 + 8.19) would place it as a significant, albeit mid-tier, player in the publicly traded crypto mining space, comparable to companies like Hut 8 Mining (HUT) which reported 7.5 EH/s as of Q3 2023.
• The share-based consideration for these acquisitions is a standard practice in the industry for growth-oriented companies.

Management Changes

Corporate Governance

Related Party Transactions

• The transactions involve Apex Cyber Capital Limited, which is becoming a significant shareholder and has appointed a director, making the subsequent asset purchase agreement with Apex Cyber Capital Limited and other parties a related party transaction.

Stakeholder Impact

• Shareholders: Existing shareholders will experience significant dilution due to the issuance of new Class A Ordinary Shares for the asset acquisitions. However, the expansion of mining capacity could lead to increased revenue and long-term value if the acquisitions are successful.
• Management/Board: The appointment of Kee Wee Kiang Kenneth to the board introduces a new perspective and oversight from a major shareholder.
• Creditors: No direct impact mentioned, but successful expansion could improve the company's financial standing, while dilution could affect equity cushion.

Next Steps

• Completion of the second asset-purchase agreement, subject to certain closing conditions, for the acquisition of approximately 8.19 EH/s of mining infrastructure and computational capacity.
• Issuance of up to 314,515,762 Class A ordinary shares as consideration for the second asset acquisition.

Key Dates

Recommendation

While NIP Group Inc.'s strategic expansion into crypto mining with substantial hash rate acquisitions is a positive growth indicator, the significant share dilution from the issuance of new Class A Ordinary Shares presents a notable concern for existing shareholders. The appointment of a director by a major investor suggests increased oversight and alignment, but the overall impact on shareholder value requires careful monitoring of the integration of new assets and the performance of the crypto market. A 'hold' recommendation is appropriate given the balance of growth potential and dilution risk, awaiting further operational results and market performance.

Keywords

NIP Group Inc., Apex Cyber Capital, Schedule 13D, Class A Ordinary Shares, Crypto Mining, Asset Acquisition, Hash Rate, Director Appointment, Share Dilution, SEC Filing