UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File Number: 001-42160
NIP Group Inc.
Rosenlundsgatan 31
11 863 Stockholm
Sweden
+46 8133700
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NIP Group Inc. |
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By: |
/s/ Mario Yau Kwan Ho |
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Name: |
Mario Yau Kwan Ho |
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Title: |
Co-Chief Executive Officer |
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By: |
/s/ Hicham Chahine |
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Name: |
Hicham Chahine |
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Title: |
Co-Chief Executive Officer |
Date: October 15,
2024
Exhibit 99.1
NIP Group Signs Definitive Agreement to Acquire
Young Will
Strategic acquisition strengthens NIP Group's
position in talent management and expands its digital entertainment ecosystem
Wuhan, China, October 15, 2024 – NIP Group Inc. (NASDAQ:
NIPG) (“NIP Group” or the “Company”), a leading digital entertainment company, today announced that it has signed
a definitive agreement (the “Agreement”) to acquire Wuhan Young Will Ltd. ("Young Will"), a leading talent management
company specializing in short-form video content creation and influencer development. The acquisition represents a significant milestone
in NIP Group's strategy to expand its digital entertainment ecosystem and bolster and diversify its revenue streams.
Founded in 2019, Young Will has established itself as a leader in teen
culture-themed short video content. As of August 31, 2024, Young Will boasts an impressive following of over 115 million fans across
major Chinese social media platforms. It manages a diverse portfolio of more than 100 signed influencers, who have cultivated strong presences
on popular platforms such as Douyin, Kuaishou, and RED. Young Will's expertise in teen culture-themed content aligns perfectly with NIP
Group's target demographic and growth strategy in the digital entertainment space.
NIP Group's acquisition of Young Will represents a calculated move
to diversify its revenue streams and strengthen its market position. This integration not only expands NIP Group's talent management capabilities
into the B2B sector but also provides a built-in platform to amplify marketing efforts for its burgeoning game publishing business, fostering
operational synergies and long-term growth.
Mario Ho, Chairman and Co-CEO of NIP Group, commented, "Over the
past few years, NIP Group has built a vibrant digital entertainment ecosystem. In exploring this acquisition, we discovered many synergies
between Young Will and NIP Group in terms of target audiences and development goals. We are excited to welcome Young Will into our family
and look forward to leveraging its strengths to further enhance our talent management business, increase our talent development and commercialization
capabilities, and diversify our user base and revenue streams."
Hicham Chahine, Co-CEO of NIP Group, added, "Our goal has always
been to build a compelling and influential digital entertainment ecosystem. Young Will is a leading short video operator and talent management
organization in China, and this acquisition will diversify our talent management business while complementing our broader digital entertainment
strategy, driving synergies across all of our business segments."
Shengjie Huang, Founder and CEO of Young Will, remarked, "We are
thrilled to become part of NIP Group’s digital entertainment ecosystem. With the backing of NIP Group's vast resources and audience
reach, Young Will is poised to deliver even more captivating content and products for our users."
Details Regarding Proposed Acquisition of Young Will
Pursuant to the Agreement, NIP Group will issue new shares, at a consideration
of RMB23.2 million (approximately US$3.3 million), in exchange for 61% of the equity stake in ZSZQ Limited, the Cayman parent company
that controls Young Will. The Agreement was entered into by and among NIP Group, and the beneficial owners of ZSZQ Limited. NIP Group
will subsequently acquire an additional 13% of the shares of ZSZQ Limited each year during 2025, 2026, and 2027, and in exchange issue
a corresponding number of its own shares to the beneficial owners of ZSZQ Limited in accordance with the Agreement, contingent on the
satisfaction of certain conditions. The transaction is expected to close in 2027, subject to the satisfaction of customary closing conditions.
This phased acquisition structure demonstrates NIP Group's long-term commitment to integrating and growing Young Will's business within
its ecosystem.
About NIP Group
NIP Group (NASDAQ: NIPG) is a digital entertainment company created
for a growing global audience of gaming and esports fans. The business was formed in 2023 through a merger between legendary esports organization
Ninjas in Pyjamas and digital sports group ESV5, which includes eStar Gaming, a world-leader in mobile esports. Building on the success
of its competitive teams with an innovative mix of business ventures, including talent management, event production, hospitality and game
publishing, NIP Group is developing transformational experiences that entertain, inspire and connect fans worldwide, to expand its global
footprint and engage digital-first gamers where they are. NIP Group currently has operations in Sweden, China, Abu Dhabi and Brazil, and
its esports rosters participate across multiple game titles at the biggest events around the world.
Safe Harbor Statements
This press release contains statements that constitute “forward-looking”
statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”
“aims,” “future,” “intends,” “plans,” “believes,” “estimates,”
“likely to” or other similar expressions. Among other things, the business outlook and quotations from management in this
press release, as well as NIP Group’s strategic and operational plans, contain forward-looking statements. NIP Group may also make
written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”),
in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors
or employees to third parties. Statements that are not historical facts, including but not limited to statements about NIP Group’s
beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties.
A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but
not limited to the following: NIP Group’s growth strategies; its future business development, results of operations and financial
condition; its ability to maintain and enhance the recognition and reputation of its brand; developments in the relevant governmental
laws, regulations, policies toward NIP Group’s industry; and general economic and business conditions globally and in the countries
or regions where NIP Group has operations; and assumptions underlying or related to any of the foregoing. Further information regarding
these and other risks is included in NIP Group’s filings with the SEC. All information provided in this press release is as of the
date of this press release, and NIP Group undertakes no obligation to update any forward-looking statement, except as required under applicable
law.
For investor and media inquiries, please contact:
NIP Group Inc.
Investor Relations: ir@nipgroup.gg
Public Relations: pr@nipgroup.gg
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