SCHEDULE: Apex Cyber Capital Takes 31.2% Stake in NIP Group

Apex Cyber Capital Limited has acquired a 31.2% beneficial ownership in NIP Group Inc. through an asset-for-equity transaction, gaining significant voting power and board representation.

Summary

• Apex Cyber Capital Limited acquired 61,587,787 Class A Ordinary Shares of NIP Group Inc.
• This acquisition represents 31.2% of the Class A Ordinary Shares and 6.4% of the total outstanding voting power of NIP Group Inc.
• The consideration for the shares was on-rack crypto mining machines with an aggregate hashrate of approximately 1.60 Exahash per second.
• The transaction was executed under a definitive asset-purchase agreement dated June 27, 2025, which was subsequently amended on September 5, 2025.
• Apex Cyber Capital Limited is entitled to customary registration rights for its shares and the right to appoint one director to NIP Group Inc.'s board.
• Kee Wee Kiang Kenneth has been appointed to the board of NIP Group Inc. as a result of this agreement.

Sentiment

Score: 7

Explanation: The filing indicates a strategic and significant investment by Apex Cyber Capital Limited, securing a substantial equity stake and board representation, which is positive for the investor. For NIP Group Inc., the acquisition of crypto mining assets is positive for its operational growth, though it comes with shareholder dilution.

Positives

• NIP Group Inc. acquired significant crypto mining assets, specifically on-rack crypto mining machines with an aggregate hashrate of around 1.60 Exahash per second, enhancing its operational capacity.
• Apex Cyber Capital Limited secured a substantial beneficial ownership stake of 31.2% in NIP Group Inc.'s Class A Ordinary Shares.
• Apex Cyber Capital Limited gained board representation with the appointment of Kee Wee Kiang Kenneth, providing direct influence over NIP Group Inc.'s strategic direction.
• The Investor Rights Agreement grants Apex Cyber Capital Limited customary registration rights, facilitating potential future liquidity for its investment.

Negatives

• Existing shareholders of NIP Group Inc. experienced dilution due to the issuance of 119,553,439 Class A Ordinary Shares as consideration for the transaction.
• Despite holding 31.2% of Class A Ordinary Shares, Apex Cyber Capital Limited's total voting power is limited to 6.4% due to the differential voting rights of Class B1 and B2 Ordinary Shares (20 votes per share compared to 1 vote per Class A share).

Risks

• The Company may delay or suspend the filing or effectiveness of registration statements for up to 180 days if it would require adverse disclosure, or if financial statements are unavailable or require an audit at a non-fiscal year-end date (unless Holders pay for the audit).
• The Company is not obligated to effect any Shelf Underwriting or Demand Registration within 90 days after a previous one or a Piggy-back Registration where 75% of requested shares were included.
• The ability to conduct an Underwritten Registration is contingent on obtaining commitments from underwriters, which may not always be secured.
• The value of the acquired crypto mining assets and NIP Group Inc.'s shares are subject to the volatility and regulatory changes within the cryptocurrency market.

Future Outlook

Apex Cyber Capital Limited currently has no plans or proposals to acquire or dispose of additional securities, engage in extraordinary corporate transactions, change the board or management (beyond its appointed director), alter capitalization or dividend policy, modify business structure, change charter/bylaws, or initiate delisting or termination of registration, other than as explicitly detailed in this Schedule 13D regarding its investment and associated rights.

Industry Context

The acquisition of significant crypto mining assets by NIP Group Inc. through an equity issuance signals a strategic move to expand or solidify its position within the rapidly evolving cryptocurrency mining industry. This aligns with broader industry trends where companies are investing in digital asset infrastructure to capitalize on the growth of the blockchain and cryptocurrency ecosystem.

Management Changes

Corporate Governance

Related Party Transactions

• The asset acquisition by NIP Group Inc. from Apex Cyber Capital Limited (and other parties) in exchange for equity is a related party transaction, as Apex Cyber Capital became a significant shareholder and appointed a director as a result.
• The Investor Rights Agreement includes protective provisions that require consent from Holders (including Apex Cyber Capital if it holds >10% of shares) for certain transactions between the Company and Founder Parties or their Affiliates, excluding employment and ESOP-related transactions.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution due to the issuance of new Class A Ordinary Shares as consideration for the asset acquisition.
• Apex Cyber Capital Limited: Gains a significant ownership stake, increased voting influence (relative to its Class A holdings), board representation, and enhanced liquidity options for its investment.
• NIP Group Inc.: Acquires substantial crypto mining assets, potentially boosting its operational capacity and strategic positioning in the crypto mining sector.
• Management/Board: The board composition has changed with the appointment of a new director representing a significant shareholder, potentially influencing future governance and strategic decisions.

Next Steps

• NIP Group Inc. is obligated to facilitate the registration of Apex Cyber Capital Limited's shares for resale under certain conditions as per the Investor Rights Agreement.
• Apex Cyber Capital Limited will continue to hold its shares and exercise its investor rights, including its right to board representation and protective provisions.

Key Dates

Keywords

NIP Group Inc., Apex Cyber Capital Limited, Schedule 13D, Class A Ordinary Shares, crypto mining, hashrate, asset acquisition, equity issuance, beneficial ownership, investor rights, board appointment, corporate governance, registration rights, dilution