SCHEDULE: NIP Group Inc. Ownership Update: Prosperity Oak Holdings

Prosperity Oak Holdings Limited and CHIU Chang-Wei report a 13.6% stake in NIP Group Inc. following a share issuance transaction.

Summary

• Prosperity Oak Holdings Limited, controlled by CHIU Chang-Wei, now beneficially owns 57,965,652 Class A Ordinary Shares of NIP Group Inc.
• This ownership represents a 13.6% stake in the total outstanding Class A Ordinary Shares.
• The increase in shares resulted from a May 29, 2026 transaction where the issuer issued 62,579,674 Class A Ordinary Shares to settle obligations previously intended for convertible notes.
• Despite the 13.6% equity stake, the reporting persons hold 2.8% of the total outstanding voting power due to the existence of high-vote Class B1 and B2 shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative update regarding ownership structure and the settlement of existing contractual obligations.

Positives

• Settlement of obligations via equity issuance rather than debt instruments may improve the company's balance sheet flexibility.
• Clear disclosure of beneficial ownership and control structure.

Negatives

• Dilution of existing Class A shareholders due to the issuance of over 62 million new shares.
• Significant disparity between equity ownership (13.6%) and voting power (2.8%) highlights limited influence over corporate governance.

Risks

• Concentration of voting power in Class B shareholders may limit the influence of Class A shareholders.
• Potential for future volatility in share price due to the issuance of a large block of shares.

Future Outlook

The reporting persons state they have no present plans or proposals regarding further acquisitions, dispositions, or material changes to the company's business, board, or capitalization.

Management Comments

• The reporting persons certify that the information set forth in the statement is true, complete, and correct.

Industry Context

StockSavvy.ai notes that this filing reflects a common trend in growth-stage companies where debt obligations are converted into equity to preserve cash, often resulting in significant dilution for existing shareholders and complex multi-class share structures.

Comparison to Industry Standards

• The use of multi-class share structures with high-vote shares is common among technology and gaming companies to maintain founder control.
• The conversion of debt-like instruments into equity is a standard mechanism for companies looking to deleverage their balance sheets.

Corporate Governance

Stakeholder Impact

• Existing Class A shareholders face dilution due to the issuance of new shares.
• The shift from convertible notes to equity reduces the company's future debt service obligations.

Next Steps

• Continued monitoring of the company's share structure and potential future amendments to the 13D filing if ownership thresholds change.

Key Dates

Keywords

NIP Group Inc, Schedule 13D, Prosperity Oak Holdings, CHIU Chang-Wei, Share Issuance, Beneficial Ownership, Corporate Governance