Amendment: SEC Form SCHEDULE 13G/A filed by NIP Group Inc.
$NIPG
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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NIP Group Inc. (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
11/07/2025
(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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
xiaOt Sun Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,449,048.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 18,449,048 Class B1 ordinary shares, which are directly held by xiaOt Sun Holdings Limited. xiaOt Sun Holdings Limited is a limited liability company established in the British Virgin Islands wholly owned by Liwei Sun. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 448,715,515 ordinary shares (consisting of 365,280,890 Class A ordinary shares, 51,900,121 Class B1 ordinary shares and 31,534,504 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 3, 2026, according to records of the Issuer.
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Liwei Sun | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,449,048.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 18,449,048 Class B1 ordinary shares, which are directly held by xiaOt Sun Holdings Limited. xiaOt Sun Holdings Limited is a limited liability company established in the British Virgin Islands wholly owned by Liwei Sun. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 448,715,515 ordinary shares (consisting of 365,280,890 Class A ordinary shares, 51,900,121 Class B1 ordinary shares and 31,534,504 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of March 3, 2026, according to records of the Issuer.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
NIP Group Inc. |
| (b) | Address of issuer's principal executive offices:
Rosenlundsgatan 31, 11863, Stockholm, Sweden |
| Item 2. | |
| (a) | Name of person filing:
xiaOt Sun Holdings Limited; Liwei Sun |
| (b) | Address or principal business office or, if none, residence:
xiaOt Sun Holdings Limited: Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, VG 1110, British Virgin Islands
Liwei Sun: No.26, Gaoxin 2nd Road, East Lake High-tech Development Zone, Wuhan, Hubei, PRC |
| (c) | Citizenship:
xiaOt Sun Holdings Limited: British Virgin Islands
Liwei Sun: People's Republic of China |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.0001 per share |
| (e) | CUSIP No.:
654503101 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The responses of each Reporting Person to Row (9) of this Schedule 13G are incorporated by reference in this Item. |
| (b) | Percent of class:
The responses of each Reporting Person to Row (11) of this Schedule 13G are incorporated by reference in this Item. |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The responses of each Reporting Person to Row (5) of this Schedule 13G are incorporated by reference in this Item. | |
| (ii) Shared power to vote or to direct the vote:
0 | |
| (iii) Sole power to dispose or to direct the disposition of:
The responses of each Reporting Person to Row (7) of this Schedule 13G are incorporated by reference in this Item. | |
| (iv) Shared power to dispose or to direct the disposition of:
0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |