A Schedule 13D was filed with the SEC on November 6, 2026, disclosing the beneficial ownership positions of Mario Yau Kwan Ho, Seventh Hokage Management Limited, and Seventh Hokage Holdings Limited in NIP Group Inc. as of the triggering event date of October 30, 2026.

Key Highlights

  • Triggering event date: October 30, 2026, is cited as the date of the event requiring the filing.
  • Mario Yau Kwan Ho's aggregate position: 86,035,636 ordinary shares beneficially owned, representing 15.2% of the class, according to the filing.
  • Voting proxy: Tang Heng has granted an irrevocable voting proxy to Mario Yau Kwan Ho covering 52,584,563 Class B1 ordinary shares held directly by Tang Heng.
  • Direct holding entity: Seventh Hokage Management Limited directly holds 33,451,073 Class B1 ordinary shares, representing 5.9% of the class.
  • Share capital structure: Class B1 and Class B2 ordinary shares each carry 20 votes per share, while Class A ordinary shares carry one vote per share, according to the filing.
  • Total shares outstanding: 567,186,133 ordinary shares were issued and outstanding as of October 30, 2026, per the issuer's records.

NIP Group Ownership Structure and Voting Rights Disclosed by Ho and Affiliated Entities

According to the Schedule 13D filing, three reporting persons are named: Seventh Hokage Management Limited, Seventh Hokage Holdings Limited, and Mario Yau Kwan Ho. The filing describes Seventh Hokage Management Limited as a British Virgin Islands limited liability company that directly holds 33,451,073 Class B1 ordinary shares of NIP Group Inc. That entity is wholly owned by Seventh Hokage Holdings Limited, also a British Virgin Islands company, which is beneficially owned by Mario Yau Kwan Ho through a trust. The filing states that Mario Yau Kwan Ho and his family are the trust's beneficiaries.

Mario Yau Kwan Ho is described in the filing as "the co-founder, co-chief executive officer and the chairman of the board of directors of the Issuer." His aggregate beneficial ownership of 86,035,636 shares, as reported, consists of two components: the 33,451,073 Class B1 shares held through his controlled entities (sole voting and dispositive power), and 52,584,563 Class B1 shares held directly by Tang Heng, over which Ho holds shared voting power via an irrevocable voting proxy. The filing states Ho has no shared dispositive power over the Tang Heng shares.

The filing explains that each Class B1 and Class B2 ordinary share entitles its holder to 20 votes per share, subject to specified conditions and restrictions, while each Class A ordinary share carries one vote. The filing further states that each Class B ordinary share is convertible into one Class A ordinary share at the holder's option, but Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The percentage figures for all three reporting persons are calculated against a total of 567,186,133 ordinary shares outstanding as of October 30, 2026, per records of the issuer. NIP Group Inc.'s principal executive offices are listed as Rosenlundsgatan 31, Stockholm, Sweden, 11863.

What Was Disclosed

The filing reports beneficial ownership of NIP Group Inc. Class A ordinary shares (CUSIP 654503101) by Mario Yau Kwan Ho (15.2% of class), Seventh Hokage Holdings Limited (5.9%), and Seventh Hokage Management Limited (5.9%), with the triggering event dated October 30, 2026.