SEC Form SC 13G filed by NIP Group Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NIP Group Inc.
(Name of Issuer)
Class A Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
654503101
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** | CUSIP number 654503101 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Global Market under the symbol “NIPG.” Each ADS represents two Class A Ordinary Shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13G
CUSIP No. 654503101
| 1. |
Names of Reporting Persons.
Shanghai Yuyun Management Partnership |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People’s Republic of China |
|
Number of |
5. |
Sole Voting Power
9,101,851 Class A Ordinary Shares (See Item 4) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
9,101,851 Class A Ordinary Shares (See Item 4) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,101,851 Class A Ordinary Shares (See Item 4) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
12.2% (See Item 4) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
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SCHEDULE 13G
CUSIP No. 654503101
| 1. |
Names of Reporting Persons.
Wuhan Donghu Lvxin Garden Co. Ltd. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People’s Republic of China |
|
Number of |
5. |
Sole Voting Power
9,101,851 Class A Ordinary Shares (See Item 4) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
9,101,851 Class A Ordinary Shares (See Item 4) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,101,851 Class A Ordinary Shares (See Item 4) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
12.2% (See Item 4) |
| 12. |
Type of Reporting Person (See Instructions)
CO |
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SCHEDULE 13G
CUSIP No. 654503101
| 1. |
Names of Reporting Persons.
Wuhan Jinlv Construction Investment (Group) Co. Ltd |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People’s Republic of China |
|
Number of |
5. |
Sole Voting Power
9,101,851 Class A Ordinary Shares (See Item 4) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
9,101,851 Class A Ordinary Shares (See Item 4) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,101,851 Class A Ordinary Shares (See Item 4) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
12.2% (See Item 4) |
| 12. |
Type of Reporting Person (See Instructions)
CO |
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SCHEDULE 13G
CUSIP No. 654503101
| 1. |
Names of Reporting Persons.
Wuhan Tourism and Sports Group |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People’s Republic of China |
|
Number of |
5. |
Sole Voting Power
9,101,851 Class A Ordinary Shares (See Item 4) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
9,101,851 Class A Ordinary Shares (See Item 4) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,101,851 Class A Ordinary Shares (See Item 4) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
12.2% (See Item 4) |
| 12. |
Type of Reporting Person (See Instructions)
CO |
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SCHEDULE 13G
CUSIP No. 654503101
| 1. |
Names of Reporting Persons.
Wuhan Culture Tourism Group Co., Ltd. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People’s Republic of China |
|
Number of |
5. |
Sole Voting Power
9,101,851 Class A Ordinary Shares (See Item 4) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
9,101,851 Class A Ordinary Shares (See Item 4) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,101,851 Class A Ordinary Shares (See Item 4) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
Percent of Class Represented by Amount in Row (9)
12.2% (See Item 4) |
| 12. |
Type of Reporting Person (See Instructions)
CO |
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Item 1(a). Name of Issuer:
NIP Group Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Rosenlundsgatan 31
11 863 Stockholm
Sweden
Item 2(a). Name of Person Filing:
Shanghai Yuyun Management Partnership
Wuhan Donghu Lvxin Garden Co. Ltd.
Wuhan Jinlv Construction Investment (Group) Co. Ltd.
Wuhan Tourism and Sports Group
Wuhan Culture Tourism Group Co., Ltd.
Item 2(b). Address of Principal Business Office, or, if none, Residence:
Shanghai Yuyun Management Partnership
Address: Room 368, Part 302, No. 211 North Fute Road, China (Shanghai) Pilot Free Trade Zone, Shanghai City, PRC.
Wuhan Donghu Lvxin Garden Co. Ltd.
Adress: 3rd Floor, Building 18, Tieji Shengshi Jiayuan West District, Luojiagang Road, Hongshan District, Wuhan City, PRC.
Wuhan Jinlv Construction Investment (Group) Co. Ltd.
Adress: 23th Floor, Changjiang Media Building, 113 Jinqiao Avenue, Jiang'an District, Wuhan City, PRC.
Wuhan Tourism and Sports Group
Adress: 31th Floor, Changjiang Media Building, 113 Jinqiao Avenue, Jiang'an District, Wuhan City, PRC.
Wuhan Culture Tourism Group Co., Ltd.
Address: 30 th Floor, Changjiang Media Building, 113 Jinqiao Avenue, Jiang'an District, Wuhan City, PRC.
Item 2(c). Citizenship:
The place of organization of each of the reporting persons are the People’s Republic of China
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”).
Item 2(e). CUSIP No.:
654503101
CUSIP number 654503101 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Global Market under the symbol “NIPG.” Each ADS represents two Class A Ordinary Shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:
Not applicable
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Item 4. Ownership
The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of September 30, 2024:
| Shared | Sole power | Shared power to | ||||||||||||||||||||||
| Amount | Sole power | power to vote | to dispose or to | dispose or to | ||||||||||||||||||||
| beneficially | Percent | to vote or direct | or to direct | direct the | direct the | |||||||||||||||||||
| Reporting person | owned2 | of class1 | the vote | the vote | disposition of | disposition of | ||||||||||||||||||
| Shanghai Yuyun Management Partnership | 9,101,851 | 12.2 | 9,101,851 | 0 | 9,101,851 | 0 | ||||||||||||||||||
| Wuhan Donghu Lvxin Garden Co. Ltd. | 9,101,851 | 12.2 | 9,101,851 | 0 | 9,101,851 | 0 | ||||||||||||||||||
| Wuhan Jinlv Construction Investment (Group) Co. Ltd. | 9,101,851 | 12.2 | 9,101,851 | 0 | 9,101,851 | 0 | ||||||||||||||||||
| Wuhan Tourism and Sports Group | 9,101,851 | 12.2 | 9,101,851 | 0 | 9,101,851 | 0 | ||||||||||||||||||
| Wuhan Culture Tourism Group Co., Ltd. | 9,101,851 | 12.2 | 9,101,851 | 0 | 9,101,851 | 0 | ||||||||||||||||||
| 1 | The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on a total of 74,472,041 issued and outstanding Class A Ordinary Shares of the Issuer at the closing of the Issuer’s initial public offering (as provided in the Issuer's Prospectus filed on July 25, 2024 and the Issuer’s form 6-K filed on July 30, 2024 with the Securities and Exchange Commission). |
| 2 | Represents 9,101,851 Class A Ordinary Shares directly held by Shanghai Yuyun Management Partnership, a PRC limited partnership. The general partner of Shanghai Yuyun Management Partnership (Limited Partnership) is Wuhan Donghu Lvxin Garden Co. Ltd., a company wholly owned by Wuhan Jinlv Construction Investment (Group) Co. Ltd., which is directly wholly owned by Wuhan Tourism and Sports Group. Wuhan Tourism and Sports Group is wholly owned by Wuhan Culture Tourism Group Co., Ltd., which is wholly owned by the Wuhan State-owned Assets Supervision and Administration Commission. |
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certifications
Not applicable
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 15, 2024
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LIST OF EXHIBITS
| Exhibit 99.1 – | Joint Filing Agreement dated November 15, 2024, by and among the Reporting Persons |
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