JX Luxventure (NASDAQ: JXG) swaps 2.78M shares for 10% of Dazzly

Rhea-AI Filing Summary

JX Luxventure Group Inc. agreed to acquire a 10% stake in Dazzly Investment, Inc., a B2B pharmaceutical distributor in Hong Kong’s supply chain. In exchange, JX Luxventure will issue an aggregate of 2,783,046 shares of its common stock to Dazzly’s shareholders on a pro rata basis.

The deal will close after customary conditions are met, including accurate representations, compliance with pre-closing obligations, and submission of a Listing of Additional Shares notification to Nasdaq at least 15 days before issuing the new shares. Boards of both companies and a majority of JX Luxventure shareholders have approved the terms as fair and in the best interests of the company.

Insights

Cross-border M&A and capital markets analyst

JX Luxventure will issue 2.78M shares to buy 10% of a Hong Kong pharma distributor.

JX Luxventure is using equity, not cash, to acquire 10% of Dazzly Investment, which operates a B2B pharmaceutical distribution business in Hong Kong via its subsidiary Lang Hui Trade Limited. The consideration is 2,783,046 new common shares, implying modest dilution to existing holders.

The transaction is conditioned on standard closing requirements and a Listing of Additional Shares notification to Nasdaq at least 15 days before issuance. Equity-funded expansion into pharmaceutical distribution may diversify JX Luxventure’s operations, but the filing does not provide financial metrics for Dazzly, so the economic impact remains unclear from this disclosure alone.

Key Figures

Stake acquired in Dazzly: 10% of Dazzly capital stock Dazzly shares purchased: 3,500 shares Exchange Shares issued: 2,783,046 common shares +3 more

6 metrics

Stake acquired in Dazzly 10% of Dazzly capital stock Equity interest to be acquired via share exchange

Dazzly shares purchased 3,500 shares Represents 10% of Dazzly’s outstanding capital stock

Exchange Shares issued 2,783,046 common shares JX Luxventure stock issued as consideration for Dazzly stake

Listing notice lead time 15 calendar days Nasdaq Listing of Additional Shares notification before issuance

Par value of JX Luxventure stock $0.0001 per share Par value of common stock used as exchange consideration

Agreement date April 13, 2026 Date of Share Exchange Agreement execution

Key Terms

share exchange agreement, business-to-business (B2B) pharmaceutical distributor, Listing of Additional Shares notification, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

share exchange agreement financial

"entered into a share exchange agreement (the “Share Exchange Agreement”) with Dazzly Investment, Inc."

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

business-to-business (B2B) pharmaceutical distributor financial

"is a business-to-business (B2B) pharmaceutical distributor and wholesaler in the Hong Kong pharmaceutical supply chain"

Listing of Additional Shares notification regulatory

"submission by the Company of the Listing of Additional Shares notification to the Nasdaq Capital Market"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance upon exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended"

Regulation S regulatory

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

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.

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

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 April 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 April 13, 2026, JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), entered into a share exchange agreement (the “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”). Subject to the closing conditions set forth in the Share Exchange Agreement, the Company will acquire from the Seller Shareholders an aggregate of 3,500 shares of capital stock of Dazzly (the “Purchased Shares”), constituting 10% of the total outstanding capital stock of the Seller, on the pro-rata basis, where each Seller Shareholder irrevocably agreed to sell and assign to the Company 10% of the Purchased Shares held by such Seller Shareholder in exchange for an aggregate of 2,783,046 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on a pro rata basis.

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 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 Share Exchange Agreement, subject to specified materiality qualifications; (b) compliance by the parties with their respective pre-closing obligations in the 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 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 Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the 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		Share Exchange Agreement among the Company, Dazzly Investment, Inc. and shareholders of Dazzly Investment, Inc. dated April 13, 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: April 14, 2026	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

2

FAQ

What transaction did JX Luxventure Group Inc. (JXG) announce in this 6-K?

JX Luxventure agreed to acquire a 10% equity stake in Dazzly Investment, Inc. In return, it will issue 2,783,046 shares of its common stock to Dazzly’s existing shareholders, subject to customary closing conditions and necessary Nasdaq Listing of Additional Shares notification.

How many JX Luxventure (JXG) shares will be issued for the Dazzly acquisition?

JX Luxventure will issue an aggregate of 2,783,046 common shares as consideration. These shares will be distributed pro rata to Dazzly’s shareholders, each selling 10% of their Dazzly holdings, resulting in JX Luxventure owning 3,500 Dazzly shares, equal to 10% of Dazzly.

What percentage of Dazzly Investment will JX Luxventure (JXG) own after the deal?

After closing, JX Luxventure will own 10% of Dazzly Investment’s outstanding capital stock. This stake is represented by 3,500 Dazzly shares purchased from existing shareholders, each of whom agreed to transfer 10% of their respective Dazzly holdings to JX Luxventure.

What business does Dazzly Investment operate that JX Luxventure (JXG) is buying into?

Dazzly, through its wholly owned subsidiary Lang Hui Trade Limited in Hong Kong, runs a B2B pharmaceutical distribution business. It intermediates between pharmaceutical manufacturers and downstream buyers, focusing on sourcing, procurement, import, export, local distribution, and the broader sales and supply process.

What conditions must be satisfied before JX Luxventure (JXG) issues the exchange shares?

Closing requires accurate representations and warranties, material compliance with pre-closing obligations, and submission of a Nasdaq Listing of Additional Shares notification at least 15 calendar days before issuing the 2,783,046 exchange shares to Dazzly’s shareholders as consideration for the 10% stake.

How will the JX Luxventure (JXG) exchange shares be issued from a securities law perspective?

JX Luxventure intends to issue the exchange shares under exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S. This structure treats the issuance as a non-public offering, avoiding the need for a registered public offering of the new shares.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SHARE EXCHANGE AGREEMENT AMONG THE COMPANY, DAZZLY INVESTMENT, INC. AND SHAREHOL 97.0 KB