[6-K] JX Luxventure Group Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

JX Luxventure Group Inc. entered into a debt exchange agreement with its CEO and interim CFO, Sun Lei. She has provided unsecured, on-demand loans totaling about $12,450,000. Under the agreement, the company will issue 2,100,000 common shares in exchange for the cancellation of $6,270,600 of this debt.

The exchange shares are priced at $2.986 each, a discount to the $3.732 Nasdaq closing price on March 25, 2026. Closing depends on conditions including submitting a Listing of Additional Shares notice to Nasdaq at least 15 calendar days before issuance. The board and majority stockholders approved the terms as fair and in the best interests of the company and shareholders. The issuance is expected to rely on exemptions from registration under Section 3(a)(9) of the Securities Act and/or Regulation S.

Insights

Capital structure and governance analyst

JX Luxventure converts part of insider debt into discounted equity, easing leverage but adding dilution risk.

The company agreed with CEO Sun Lei to cancel $6,270,600 of her unsecured, on-demand loans in exchange for 2,100,000 common shares at $2.986 per share, below the March 25, 2026 Nasdaq close of $3.732. This converts related-party debt into equity and reduces immediate repayment pressure.

The transaction’s fairness was approved by the board and majority stockholders, signaling internal support for the terms despite the discount. Dilution for existing holders depends on the company’s pre-transaction share count, which is not provided in this excerpt. Completion requires conditions such as Nasdaq approval of a Listing of Additional Shares filing at least 15 calendar days before issuing the shares.

The company plans to rely on Securities Act exemptions, including Section 3(a)(9) and/or Regulation S, indicating this is a non-public offering to an existing creditor. Future disclosures in company filings may clarify the remaining debt balance and post-exchange ownership structure, which are important for understanding leverage and control.

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 March 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 March 26, 2026, JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), entered into a new debt exchange agreement (the “Debt Exchange Agreement”) with Sun Lei, the Chief Executive Officer of the Company, interim Chief Financial Officer and co-Chairperson of the Board of Directors of the Company. Ms. Lei has continuously made advances to the Company and its subsidiaries in the form of unsecured loans, due on demand, and as of the date of the Debt Exchange Agreement, the total outstanding amount of these loans is approximately $12,450,000 (the “Total Outstanding Debt”).

Pursuant to the Debt Exchange Agreement, the Company agreed to issue to Ms. Lei an aggregate of 2,100,000 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in exchange for her cancellation of $6,270,600, representing a portion of the Total Outstanding Debt (the “Loan Cancellation Amount”).

The closing of the Debt Exchange Agreement will occur upon satisfaction of certain conditions, including, among other things, the submission of the Listing of Additional Shares to Nasdaq at least 15 calendar days before the issuance of the Exchange Shares. The terms of the Debt Exchange Agreement and the Exchange Shares, to be issued at a discounted price of $2.986 per share (based on the closing price of $3.732 price per share on March 25, 2026, reported by the Nasdaq Capital Market) were approved by the board of directors of 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 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S promulgated by the Securities and Exchange Commission thereunder, as a transaction by an issuer not involving public offering.

The foregoing description of the Debt Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Debt Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

EXHIBIT LIST

Exhibit No.		Description
10.1		Debt Exchange Agreement between the Company and Sun Lei, dated March 26, 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: March 26, 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 DEBT EXCHANGE AGREEMENT BETWEEN THE COMPANY AND SUN LEI, DATED MARCH 26, 2026 31.1 KB