SCHEDULE: Nyx Ventures, Tiron, Neslein Report 4.8% Stake in NIP Group

Nyx Ventures AS, Tiron AS, and Thomas Neslein jointly reported a 4.8% passive beneficial ownership stake in NIP Group Inc., totaling 11,298,466 Class A ordinary shares.

Summary

• Nyx Ventures AS, Tiron AS, and Thomas Neslein collectively reported beneficial ownership of 11,298,466 Class A ordinary shares of NIP Group Inc., held in the form of ADSs.
• This ownership represents 4.8% of the total ordinary shares outstanding, calculated based on 235,367,474 ordinary shares (197,363,156 Class A, 24,641,937 Class B1, and 13,362,381 Class B2) as of September 5, 2025.
• The reporting persons hold sole voting and dispositive power over these 11,298,466 shares.
• The aggregate voting power represented by this stake is 1.2%, considering the differential voting rights where Class A shares have one vote and Class B shares have 20 votes.
• Nyx Ventures AS is wholly owned by Tiron AS, which in turn is wholly owned by Mr. Thomas Neslein, establishing a clear ownership hierarchy among the reporting entities.

Sentiment

Score: 5

Explanation: This is a routine beneficial ownership disclosure (Schedule 13G) for a passive stake below 5%, which typically has a neutral impact on market sentiment as it does not signal activist intent or significant new capital infusion.

Positives

• No direct positives are indicated by this routine ownership disclosure.

Negatives

• No direct negatives are indicated by this routine ownership disclosure.

Risks

• No new risks are identified in this beneficial ownership disclosure.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain any forward-looking statements or guidance from the issuer or the reporting persons regarding future performance or strategic direction.

Industry Context

This filing is a standard regulatory disclosure of a passive ownership stake and does not provide information directly related to broader industry trends or competitive landscape. It reflects an investor's position within the company rather than operational or strategic industry developments.

Related Party Transactions

• The filing details the ownership structure where Nyx Ventures AS is wholly owned by Tiron AS, which is wholly owned by Mr. Thomas Neslein. This establishes a related party relationship among the reporting persons for the purpose of beneficial ownership reporting.

Stakeholder Impact

• Minimal impact on shareholders as it represents a passive, non-controlling stake below the 5% threshold, indicating no immediate change in corporate control or strategy.
• No direct impact on employees, customers, suppliers, or creditors is indicated by this ownership disclosure.

Key Dates

Recommendation

This filing is a routine disclosure of a passive ownership stake below 5% and does not provide new information that would alter the fundamental investment thesis for NIP Group Inc. It confirms an existing, non-activist position, suggesting no immediate catalyst for a change in investment strategy.

Keywords

NIP Group Inc., Beneficial Ownership, Schedule 13G, Class A Ordinary Shares, Nyx Ventures AS, Tiron AS, Thomas Neslein, Passive Investment, Ownership Disclosure