JX Luxventure to buy additional 19% of Dazzly

The exchange shares are valued at $7.52 per share, 20% below JXG’s $9.40 closing price on November 6, 2026.

Available on EDGAR 11/09/2026 - 04:30 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

JX Luxventure Group Inc. (JXG) agreed to purchase an additional 6,650 shares of Dazzly Investment, Inc., representing 19% of Dazzly’s total outstanding capital stock, from Dazzly’s shareholders. Under the agreement, JXG would issue 4,970,000 common shares, with each seller shareholder receiving 710,000 shares; the exchange shares represent approximately 29% of JXG’s outstanding common stock. Dazzly, through its wholly owned Hong Kong subsidiary Lang Hui Trade Limited, distributes and wholesales pharmaceuticals on a business-to-business basis.

The exchange shares are valued at $7.52 per share, a 20% discount to JXG’s $9.40 closing price on November 6, 2026. Closing is subject to conditions, including the accuracy of the parties’ representations and warranties, material compliance with pre-closing obligations, and JXG submitting a Listing of Additional Shares notification to the Nasdaq Capital Market at least 15 calendar days before issuance. The agreement was approved by the boards of JXG and Dazzly, Dazzly’s shareholders, and holders of a majority of JXG’s capital stock. JXG intends to issue the shares in reliance on exemptions under Section 4(a)(2) and/or Regulation S.

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1 major · 1 point

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Positive

• None.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Conditional issuance equals approximately 29% of JXG’s outstanding common stock.

Filing Explained

JXG says it completed a May 20, 2026 acquisition of 10% of Dazzly for 2,783,046 JXG shares; its new agreement would acquire another 19% in exchange for 4,970,000 shares, subject to closing conditions.

Key Figures

Additional Dazzly shares: 6,650 shares Additional Dazzly ownership: 19% JXG exchange shares: 4,970,000 common shares +5 more

8 metrics

Additional Dazzly shares 6,650 shares Additional shares to be purchased under the agreement

Additional Dazzly ownership 19% Share of Dazzly’s total outstanding capital stock

JXG exchange shares 4,970,000 common shares Shares JXG would issue to Dazzly’s shareholders

Shares per seller shareholder 710,000 shares Exchange consideration for each seller shareholder

Exchange share value $7.52 per share Value assigned to the exchange shares

Closing price $9.40 per share JXG closing price on November 6, 2026

Discount to closing price 20% Discount from the November 6, 2026 closing price

Exchange shares as a portion of outstanding common stock Approximately 29% JXG outstanding common stock

Key Terms

Listing of Additional Shares notification, Section 4(a)(2), Regulation S, pro rata basis

4 terms

Listing of Additional Shares notification regulatory

"submission by the Company of the Listing of Additional Shares notification"

Section 4(a)(2) regulatory

"exemption from registration under Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation S regulatory

"and/or Regulation S promulgated by the Securities and Exchange Commission"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

pro rata basis financial

"on a pro rata basis, to Seller Shareholders"

A "pro rata basis" means dividing or distributing something proportionally according to each person's share or interest. For example, if a group shares costs or profits, each person receives or pays a portion that reflects their contribution or ownership percentage. This method ensures fairness by allocating resources in line with individual stakes, which is important for investors to understand how gains, losses, or costs are fairly shared.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many JXG shares are included in the Dazzly exchange?

The agreement provides for JXG to issue 4,970,000 common shares to Dazzly’s shareholders. Each seller shareholder would receive 710,000 shares. The exchange shares represent approximately 29% of JXG’s outstanding common stock, and issuance is subject to the agreement’s closing conditions.

What conditions must be met for the JXG-Dazzly exchange to close?

Closing is subject to the accuracy of the parties’ representations and warranties, material compliance with their pre-closing obligations, and JXG submitting a Listing of Additional Shares notification to the Nasdaq Capital Market at least 15 calendar days before issuance.

What is the price of the JXG shares in the Dazzly exchange?

The exchange shares are valued at $7.52 per share, a 20% discount from JXG’s $9.40 closing price on November 6, 2026, as reported by the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2026

Commission File Number 001-35715

JX Luxventure Group Inc.

(Translation of registrant’s name into English)

Bin Hai Da Dao No. 270

Lang Qin Wan Guo Ji Du Jia Cun Zong He Lou

Xiu Ying District

Haikou City, Hainan Province 570100

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

On November 9, 2026, JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), entered into a new share exchange agreement (the “Second Share Exchange Agreement”) with Dazzly Investment, Inc., a privately held corporation organized under the laws of the Marshall Island (“Dazzly” or “Seller”), and all shareholders of the Seller (the “Seller Shareholders”). As previously disclosed by the Company in its current report on Form 6-K dated May 22, 2026, on May 20, 2026, pursuant to the first share exchange agreement among the Company, Seller, and Seller Shareholders dated April 13, 2026, the Company acquired an aggregate of 3,500 shares of common stock, 0.01 par value per share of the Seller (the “Seller Common Stock”), equal to 10% of the total outstanding capital stock of the Seller, in exchange for the issuance of an aggregate of 2,783,046 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on a pro rata basis, to Seller Shareholders.

Pursuant to the Second Share Exchange Agreement, the Company agreed to purchase from the Seller Shareholders, and the Seller Shareholders agreed to sell to the Company, additional 6,650 shares of the Seller Common Stock (the “Additional Purchased Shares”), constituting 19% of the total outstanding capital stock of the Seller, on a pro rata basis, so that each Seller Shareholder will sell to the Company 950 shares of the Additional Purchased Shares, in consideration for the issuance by the Company an aggregate of 4,970,000 shares of Common Stock, on a pro rata basis, where each Seller Shareholder will receive 710,000 shares of Common Stock (the “Exchange Shares”), constituting approximately 29% of the Company’s outstanding Common Stock, valued at $7.52 per share (a 20% discount from the $9.40 closing price on November 6, 2026, as reported by the Nasdaq Capital Market).

Dazzly, through Lang Hui Trade Limited (“Lang Hui”), a Hong Kong company and its wholly-owned subsidiary, is a business-to-business (B2B) pharmaceutical distributor and wholesaler in the Hong Kong pharmaceutical supply chain. It acts as an intermediary between pharmaceutical manufacturers (local and international) and downstream buyers. The key elements of its day-to-day mode of operations include: (a) sourcing and procurement; (b) import, export and local distribution; and (c) sales and supply process.

The closing of the Second Share Exchange Agreement will occur upon satisfaction of certain conditions, including, among other things: (a) the accuracy of the parties’ respective representations and warranties in the Second Share Exchange Agreement, subject to specified materiality qualifications; (b) compliance by the parties with their respective pre-closing obligations in the Second Share Exchange Agreement in all material respects; and (c) submission by the Company of the Listing of Additional Shares notification to the Nasdaq Capital Market at least 15 calendar days before the issuance of the Exchange Shares.

The terms of the Second Share Exchange Agreement and the Exchange Shares were approved by the Seller Shareholders, the board of directors of each Dazzly and the Company, and the holders of a majority of capital stock of the Company, as being fair and in the best interests of the Company and its shareholders.

The Company intends to issue the Exchange Shares in reliance upon exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated by the Securities and Exchange Commission thereunder, as a transaction by an issuer not involving public offering.

The preceding summary of the Second Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Share Exchange Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Exhibit No.		Description
10.1		Second Share Exchange Agreement among the Company, Dazzly Investment, Inc. and shareholders of Dazzly Investment, Inc. dated November 9, 2026

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 9, 2026	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECOND SHARE EXCHANGE AGREEMENT AMONG THE COMPANY, DAZZLY INVESTMENT, INC. AND S 100.3 KB