Form SC 13G - Statement of Beneficial Ownership by Certain Investors

 

 

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).

 

 

 

1/10

 

 

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 Shares Beneficially Owned by Each Reporting Person With	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

 

2/10

 

 

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 Shares Beneficially Owned by Each Reporting Person With	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

 

3/10

 

 

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 Shares Beneficially Owned by Each Reporting Person With	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

 

4/10

 

 

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 Shares Beneficially Owned by Each Reporting Person With	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

 

5/10

 

 

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 Shares Beneficially Owned by Each Reporting Person With	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

 

6/10

 

 

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

 

7/10

 

 

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

 

8/10

 

 

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

 

 

9/10

 

 

LIST OF EXHIBITS

 

Exhibit 99.1 –

Joint Filing Agreement dated November 15, 2024, by and among the Reporting Persons

 

 

10/10

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares par value of $0.0001 per share of NIP Group Inc., a Cayman Islands company; and (ii) that this agreement be included as Exhibit 99.1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

[Execution page follows.]

 

  

 

 

IN WITNESS WHEREOF, the undersigned have executed this agreement.

 

Date: November 15, 2024

 

 

 

  

 

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