NIP Group Inc. Issues 168M Shares for Acquisition, Resulting in Significant Dilution

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This Schedule 13D/A filing details a significant capital event for NIP Group Inc. The company issued 167.9 million Class A ordinary shares as initial consideration for an acquisition of mining infrastructure and computational capacity. This issuance represents a massive dilution, increasing the total outstanding Class A shares by over 85%. Furthermore, the transaction includes unlisted interest-free convertible notes, which are convertible into up to 146.6 million additional Class A ordinary shares at a deeply discounted conversion price of US$0.2082617, significantly below the current market price. This substantial dilution, both immediate and future, is likely to exert significant downward pressure on the stock.

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• Massive Share Issuance

  NIP Group Inc. issued 167,917,734 Class A ordinary shares as initial consideration for an acquisition of mining infrastructure and computational capacity.

• Significant Dilution

  This issuance increased the total outstanding Class A shares by over 85%, fundamentally altering the company's capital structure.

• Future Dilution at Deep Discount

  The acquisition also involves unlisted interest-free convertible notes, convertible into up to 146,598,028 additional Class A ordinary shares at a conversion price of US$0.2082617, substantially below the current stock price.

• Apex Cyber Capital's Stake

  Apex Cyber Capital Limited now beneficially owns 61,587,787 Class A ordinary shares, representing 16.9% of the Class A shares and 5.5% of the total outstanding voting power.

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This Schedule 13D/A filing details a significant capital event for NIP Group Inc. The company issued 167.9 million Class A ordinary shares as initial consideration for an acquisition of mining infrastructure and computational capacity. This issuance represents a massive dilution, increasing the total outstanding Class A shares by over 85%. Furthermore, the transaction includes unlisted interest-free convertible notes, which are convertible into up to 146.6 million additional Class A ordinary shares at a deeply discounted conversion price of US$0.2082617, significantly below the current market price. This substantial dilution, both immediate and future, is likely to exert significant downward pressure on the stock.