SEC Comment Letter 0000000000-24-008025 to NIP Group Inc. (NIPG)
NIP Group Inc.
Date: July 16, 2024 · CIK: 0001966233 · Accession: 0000000000-24-008025
AI Filing Summary & Sentiment
File numbers found in text: 333-280135
Letter
July 16, 2024 Mario Yau Kwan Ho Co-Chief Executive Officer NIP Group Inc. Rosenlundsgatan 31 11 863 Stockholm, Sweden Re:NIP Group Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed July 5, 2024 File No. 333-280135 Dear Mario Yau Kwan Ho: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form F-1 Description of Share Capital, page 159 1.We note that the risk factor on page 65 discloses that your post-offering memorandum and articles of association will include exclusive forum provisions. Please include comparable disclosure regarding the exclusive forum provisions in your Description of Share Capital Section beginning on page 159.
July 16, 2024 Page 2 Please contact Rucha Pandit at 202-551-6022 or Taylor Beech at 202-551-4515 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Steve Lin
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July 16, 2024
Mario Yau Kwan Ho
Co-Chief Executive Officer
NIP Group Inc.
Rosenlundsgatan 31
11 863 Stockholm, Sweden
Re:NIP Group Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed July 5, 2024
File No. 333-280135
Dear Mario Yau Kwan Ho:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Description of Share Capital, page 159
1.We note that the risk factor on page 65 discloses that your post-offering memorandum and
articles of association will include exclusive forum provisions. Please include comparable
disclosure regarding the exclusive forum provisions in your Description of Share Capital
Section beginning on page 159.
July 16, 2024
Page 2
Please contact Rucha Pandit at 202-551-6022 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Steve Lin