Prosperity Oak Holdings Ltd → NIP Group Inc. NIPG

On May 29, 2026, the Issuer and the Second Tranche Selling Parties entered into a Second Amendment to the Second Tranche Agreement (the "Second Amendment"). Pursuant to the Second Amendment, the Issuer issued a total of 62,579,674 Class A Ordinary Shares (the "Transaction"). The Transaction, which had previously been contemplated to be settled through the issuance of convertible notes, was instead settled through the issuance of Class A Ordinary Shares of the Issuer. The information set forth in Item 6 is hereby incorporated by reference in its entirety. Other than as set forth in this Schedule 13D, no Reporting Person has any present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above.