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Correspondence 0001104659-24-081802 from NIP Group Inc. (NIPG)

NIP Group Inc.
Date: July 23, 2024 · CIK: 0001966233 · Accession: 0001104659-24-081802

AI Filing Summary & Sentiment

File numbers found in text: 001-42160, 333-280135

Date
July 23, 2024
Author
Not clearly detected
Form
CORRESP
Company
NIP Group Inc.

Letter

VIA EDGAR Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Re: NIP Group Inc. (CIK No. 0001966233) Registration Statement on Form F-1 (File No. 333-280135) Registration Statement on Form 8-A (File No. 001-42160)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, NIP Group Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 4 p.m., Eastern Time on July 25, 2024, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP.

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,
NIP Group Inc.

Show Raw Text
CORRESP
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filename1.htm

July 23, 2024

VIA EDGAR

Ms. Rucha Pandit

Ms. Taylor Beech

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: NIP Group Inc. (CIK No. 0001966233)

Registration Statement on Form F-1 (File No. 333-280135)

Registration Statement on Form 8-A (File No. 001-42160)

Dear Ladies and Gentlemen:

Pursuant to Rule 461
of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, NIP Group Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”)
be accelerated to, and that the F-1 Registration Statement become effective at, 4 p.m., Eastern Time on July 25, 2024, or as soon
thereafter as practicable.

The Company also requests
that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing
Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration
Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C.
Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland &
Ellis International LLP.

The Company understands that
the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate
letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

    NIP Group Inc.

    By:
    /s/ Mario Yau Kwan Ho

    Name: Mario Yau Kwan Ho

    Title: Co-Chief Executive Officer

    By:
    /s/ Hicham Chahine

    Name: Hicham Chahine

    Title: Co-Chief Executive Officer

Signature Page to Issuer
Acceleration Request