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July 3, 2024
Mario Yau Kwan Ho
Co-Chief Executive Officer
NIP Group Inc.
Rosenlundsgatan 31
11 863 Stockholm, Sweden
Re: NIP Group Inc.
Registration Statement on Form F-1
Filed June 12, 2024
File No. 333-280135
Dear Mario Yau Kwan Ho:
We have reviewed your 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.
Registration Statement on Form F-1
Prospectus Summary, page 1
1. We note your response to prior comment 4 and reissue it in part. Please
revise the cover
page and the disclosure on page 3 to affirmatively state that the legal
risks associated with
operating in China also apply to your presence in Hong Kong. In this
regard we note that
your intermediate holding company, ESVF (Hong Kong) Esports Limited, and
Mr. Mario
Yau Kwan are located in Hong Kong.
Consolidated Balance Sheets as of December 31, 2023 and 2022, page F-3
2. We note that your Ninjas segment is profitable while your PRC segment
makes a
significant net loss, and that the PRC segment contains 45% of the
company's intangible
assets and 20% of its goodwill. We also note that overall, your net loss
has increased year
over year and you continue to be in a negative operating cash flow
position. Given these
economic factors, please tell us how you determined that the PRC
intangible assets and
goodwill are not impaired. Include in your response material assumptions
used in your
July 3, 2024
Page 2
determination.
Financial Statements of NIP Group, Inc.
Note 15 - Mezzanine Equity
Class B-1 Redeemable Preferred Shares
Redemption Rights, page F-39
3. We note the disclosure on page F-43 that as of December 31, 2023
redemption trigger
events c, d and e have been determined to be satisfied. Please clarify
the intended
meaning of this disclosure. Specifically state whether, due to these
items being satisfied,
these shares are now subject to redemption, or if all the elements set
forth need to be
satisfied for redemption. Please also explain to us and revise your
financial statement
footnote, as appropriate, to include the impact to your financial
statements if these shares
are redeemed.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Amy Geddes at 202-551-3304 or Theresa Brillant at
202-551-3307 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Steve Lin