Exhibit 99.1

SECOND AMENDMENT TO THE ON-RACK SALES AND PURCHASE AGREEMENT

This SECOND AMENDMENT (this “Second Amendment”), dated as of _________, 2026 (the “Effective Date”), further amends that certain On-Rack Sales and Purchase Agreement dated November 3, 2025 (the “Original Agreement”), as amended by that certain Amendment to the On-Rack Sales and Purchase Agreement dated January 9, 2026 (the “First Amendment”, and together with the Original Agreement, the “Agreement”), by and between NIP Group Inc. (the “Purchaser”) and the Persons listed in Section 1.1 of Schedule A thereto (the “Sellers”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

RECITALS

WHEREAS, the Purchaser and the Sellers entered into the Original Agreement pursuant to which the Purchaser agrees to purchase the Purchased Assets and engage Cloud Mining Services on the terms set forth therein;

WHEREAS, pursuant to the First Amendment, the Parties agreed, inter alia, that (a) the consideration for the Purchased Assets of each Seller shall be in the form of unlisted interest-free convertible notes (the “Notes”) and (b) the consideration for the Cloud Mining Services of each Seller shall be in the form of Class A Ordinary Shares (the “Issued Shares”), and made certain other amendments to the Original Agreement;

WHEREAS, as permitted by Section 8(a) of the First Amendment, the Closing with respect to the Cloud Mining Services and the Purchased Assets took place separately, and the Closing with respect to the Cloud Mining Services occurred on January 9, 2026 (the “CMS Closing Date”), and the Issued Shares have been duly issued to the applicable Sellers;

WHEREAS, the Parties now desire to further amend the Agreement, and this Second Amendment shall be binding on all Parties to the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein and intending to be legally bound, the Parties agree as follows:

Section 1. Definitions.

“Product Shares” of a Seller means a number of Class A Ordinary Shares equal to the product of Consideration Shares per T multiplied by the Product Hashrate of such Seller (rounded to the nearest whole share).

“Transaction Documents” means this Agreement, the Investor Rights Agreement, the Hosting Service Agreements, the Cloud Mining Services Agreements, and any other agreement, document, certificate or writing delivered in connection with this Agreement, each as may be amended from time to time.

Section 2. Closing Deliverables.

“the Product Shares of such Seller in the name of such Seller, as evidenced by a copy of relevant extracts of the register of members of the Purchaser reflecting such Seller as the legal owner of the Product Shares;”

Section 3. Consideration. Clauses 3.1 and 3.2 of the Agreement (as amended by Section 3 of the First Amendment) shall be deleted in their entirety and replaced with the following:

“3.1 The aggregate consideration for the Purchased Assets of a Seller in connection with the Proposed Transaction as set forth in this Clause 3 shall be the Product Shares of such Seller, and the aggregate consideration for the Cloud Mining Services of a Seller in connection with the Proposed Transaction shall be the Issued Shares of such Seller, in each case to be issued to such Seller by the Purchaser as set forth in this Clause 3.

3.2 At the Closing, subject to each Seller’s fulfillment of its obligations under Clause 4,

“Consideration Shares” mean, collectively, the Product Shares and the Issued Shares.”

Section 4. Representations and Warranties. The additional representation and warranty added before Clause 6.1(v) of the Agreement pursuant to Section 4 of the First Amendment (relating to the ranking of the Notes) is hereby deleted in its entirety.

Section 5. Covenants. The additional covenant added as Clause 6.8 of the Agreement pursuant to Section 5 of the First Amendment (relating to the Conversion Price of the Notes) is hereby deleted in its entirety.

Section 6. Kazakhstan Transaction Steps.

Section 7. Acknowledgements. The Parties acknowledge and agree that:

Section 8. Waiver of Accrued Termination Rights. Each of the Parties hereby irrevocably waives any right it may have to terminate this Agreement pursuant to Clause 12.1(b) of the Agreement arising from the fact that the Closing with respect to the Purchased Assets has not occurred on or prior to March 31, 2026 (i.e., the Long Stop Date as previously amended by Section 1(c) of the First Amendment), and confirms that (i) no notice of termination has been given or is intended to be given pursuant to Clause 12.1(b) in connection therewith, and (ii) the Agreement remains in full force and effect as of the Effective Date.

Section 9. No Other Amendment. The Parties hereto hereby confirm that, (a) all references to “this Agreement” in the Agreement and any other Transaction Document shall be deemed to mean the Agreement, as amended by the First Amendment and this Second Amendment, and (b) except as expressly set forth herein, the terms and conditions of the Agreement (as amended by the First Amendment) shall not be or be deemed to be amended, modified or waived by this Second Amendment and shall continue in full force and effect.

Section 10. Miscellaneous. Clause 11 (Confidentiality and Communications), Clause 13 (Notices), Clause 21 (Governing Law and Dispute Resolution), Clause 23 (Counterparts and Electronic Signatures) and Clause 24 (Specific Performance) of the Agreement shall apply to this Second Amendment mutatis mutandis.

Section 11. Transaction Document. This Second Amendment shall constitute a Transaction Document for purposes of the Agreement and each other Transaction Document. In the event of any conflict between the terms of this Second Amendment and the terms of the Agreement (including as amended by the First Amendment), the terms of this Second Amendment shall prevail.

** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

(Signature page for the Second Amendment to On-Rack Sales and Purchase Agreement)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.

(Signature page for the Second Amendment to On-Rack Sales and Purchase Agreement)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.

(Signature page for the Second Amendment to On-Rack Sales and Purchase Agreement)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.

(Signature page for the Second Amendment to On-Rack Sales and Purchase Agreement)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as a deed as of the date first written above.