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 12, 2026, JX Luxventure Group
Inc. (the “Company”) announced our unaudited financial results for the six (6) months ended on June 30, 2026. The Company’s
unaudited interim condensed financial statements for the six months ended June 30, 2026 and 2025 are set forth below. On November 12,
2026, the Company issued a press release of the 6 months report furnished herewith as Exhibit 99.1. As of November 12, 2026, the Company had 16,859,877 shares of common stock issued and outstanding.
| | |
As of | |
| | |
June 30, 2026 USD | | |
December 31, 2025 USD | |
| Non-current assets | |
| | |
| |
| Property, plant and equipment | |
| 1,924,553 | | |
| 1,901,057 | |
| Collectible asset | |
| 147,087 | | |
| - | |
| Intangible assets | |
| 14,029,473 | | |
| 16,334,777 | |
| Equity investments at fair value through other comprehensive income | |
| 20,546,613 | | |
| - | |
| Right of use assets | |
| 655,394 | | |
| 4,364 | |
| Total non-current assets | |
| 37,303,120 | | |
| 18,240,198 | |
| Current assets | |
| | | |
| | |
| Trade receivables | |
| 929,433 | | |
| - | |
| Other receivables and prepayments | |
| 30,263,164 | | |
| 24,023,758 | |
| Cash and cash equivalents | |
| 294,633 | | |
| 700,727 | |
| Total current assets | |
| 31,487,230 | | |
| 24,724,485 | |
| Total assets | |
| 68,790,350 | | |
| 42,964,683 | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Short-term loan | |
| 1,105,363 | | |
| 1,572,979 | |
| Note payable | |
| 2,120,000 | | |
| 2,120,000 | |
| Trade and other payables | |
| 2,470,580 | | |
| 6,576,217 | |
| Income tax payable | |
| 851,364 | | |
| 826,041 | |
| Due to related parties | |
| 1,180,066 | | |
| 7,226,210 | |
| Contract liability | |
| 690 | | |
| 205,079 | |
| Lease liabilities – current portion | |
| 140,055 | | |
| 4,454 | |
| Total current liabilities | |
| 7,868,118 | | |
| 18,530,980 | |
| Non-current liabilities | |
| | | |
| | |
| Lease liabilities – non-current portion | |
| 512,811 | | |
| - | |
| Total non-current liabilities | |
| 512,811 | | |
| - | |
| Total liabilities | |
| 8,380,929 | | |
| 18,530,980 | |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Share capital | |
| 1,206 | | |
| 143 | |
| Series A equity interest with preferential rights | |
| 1,240,000 | | |
| 1,240,000 | |
| Series C equity interest with preferential rights | |
| 1,500,000 | | |
| 1,500,000 | |
| Series D equity interest with preferential rights | |
| 3,120,000 | | |
| 3,120,000 | |
| Series F equity interest with preferential rights | |
| - | | |
| 480,000 | |
| Share premium | |
| 139,912,142 | | |
| 94,000,824 | |
| Other reserve | |
| 6,269,108 | | |
| 6,269,108 | |
| Accumulated deficit | |
| (96,103,707 | ) | |
| (82,334,728 | ) |
| Other comprehensive reserve | |
| 4,470,672 | | |
| 158,401 | |
| Shareholders’ equity | |
| 60,409,421 | | |
| 24,433,748 | |
| Non-controlling interests | |
| - | | |
| (45 | ) |
| Total equity | |
| 60,409,421 | | |
| 24,433,703 | |
| Total liabilities and equity | |
| 68,790,350 | | |
| 42,964,683 | |
| | |
For the six months ended | |
| | |
June 30,
2026 USD | | |
June 30,
2025 USD | |
| | |
| | |
| |
| Revenue | |
| 68,483,593 | | |
| 25,178,767 | |
| Cost of sales | |
| (60,671,004 | ) | |
| (20,702,206 | ) |
| Gross profit | |
| 7,812,589 | | |
| 4,476,561 | |
| | |
| | | |
| | |
| Other income | |
| 1,335 | | |
| 2,291 | |
| Other losses | |
| (6,157 | ) | |
| (28,460 | ) |
| Distribution and selling expenses | |
| (2,459,550 | ) | |
| (1,731,061 | ) |
| Administrative expenses | |
| (19,094,851 | ) | |
| (981,106 | ) |
| (Loss)/profit from operations | |
| (13,746,634 | ) | |
| 1,738,225 | |
| | |
| | | |
| | |
| Finance costs | |
| (22,274 | ) | |
| (20,115 | ) |
| | |
| | | |
| | |
| (Loss)/profit before tax | |
| (13,768,908 | ) | |
| 1,718,110 | |
| | |
| | | |
| | |
| Income tax expense | |
| (71 | ) | |
| - | |
| | |
| | | |
| | |
| (Loss)/profit for the period | |
| (13,768,979 | ) | |
| 1,718,110 | |
| | |
| | | |
| | |
| Non-controlling interest | |
| - | | |
| 12 | |
| (Loss)/profit attributed to shareholders | |
| (13,768,979 | ) | |
| 1,718,122 | |
| Other comprehensive income/(loss) | |
| | | |
| | |
| Gain on revaluation of equity investment at fair value through other comprehensive income | |
| 3,263,897 | | |
| - | |
| Currency translation differences | |
| 1,048,374 | | |
| (36,892 | ) |
| Total other comprehensive income | |
| 4,312,271 | | |
| (36,892 | ) |
| Total comprehensive (loss)/ income for the period | |
| (9,456,708 | ) | |
| 1,681,230 | |
| | |
| | | |
| | |
| (Loss)/profit per share of common stock attributable to the Company | |
| | | |
| | |
| Basic | |
| (1.99 | ) | |
| 0.47 | |
| Diluted | |
| (1.99 | ) | |
| 0.33 | |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic | |
| 6,916,052 | | |
| 3,663,880 | |
| Diluted | |
| 6,921,102 | | |
| 5,164,630 | |
| | |
For the six months ended | |
| | |
June 30, 2026 USD | | |
June 30, 2025 USD | |
| OPERATING ACTIVITIES | |
| | |
| |
| (Loss)/profit for the period | |
| (13,768,979 | ) | |
| 1,718,110 | |
| Adjustments for: | |
| | | |
| | |
| Share based payment | |
| 18,289,065 | | |
| - | |
| Finance cost | |
| 22,274 | | |
| 20,115 | |
| Interest income | |
| (121 | ) | |
| (56 | ) |
| Depreciation of property, plant and equipment | |
| 34,390 | | |
| 130,981 | |
| Amortization of intangible assets | |
| 2,971,582 | | |
| 2,148,305 | |
| Amortization of right of use assets | |
| 75,654 | | |
| 18,682 | |
| Loss on disposal of property, plant and equipment | |
| - | | |
| 28,460 | |
| Operating cash flows before movements in working capital | |
| 7,623,865 | | |
| 3,902,183 | |
| | |
| | | |
| | |
| Increase in trade and other receivables | |
| (6,364,689 | ) | |
| (5,137,245 | ) |
| Decrease in trade and other payables | |
| (4,466,287 | ) | |
| (773,310 | ) |
| Increase in income tax payable | |
| 26,161 | | |
| 11,770 | |
| NET CASH USED IN OPERATING ACTIVITIES | |
| (3,180,950 | ) | |
| (1,834,188 | ) |
| | |
| | | |
| | |
| INVESTING ACTIVITIES | |
| | | |
| | |
| Purchase of collectible assets | |
| (145,430 | ) | |
| - | |
| Interest received | |
| 121 | | |
| 56 | |
| Proceeds on disposal of property, plant and equipment | |
| - | | |
| 19,028 | |
| NET CASH (used in)/GENERATED FROM INVESTING ACTIVITIES | |
| (145,309 | ) | |
| 19,084 | |
| | |
| | | |
| | |
| FINANCING ACTIVITIES | |
| | | |
| | |
| Proceeds on new bank loans | |
| - | | |
| 1,516,696 | |
| Repayment of bank loans | |
| (510,026 | ) | |
| (1,654,578 | ) |
| Interest paid | |
| (22,274 | ) | |
| (20,115 | ) |
| Advance from related party | |
| 3,714,600 | | |
| 1,049,998 | |
| Repayment of lease liability | |
| (78,243 | ) | |
| (18,645 | ) |
| NET CASH GENERATED FROM FINANCING ACTIVITIES | |
| 3,104,057 | | |
| 873,356 | |
| | |
| | | |
| | |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | |
| (222,202 | ) | |
| (941,748 | ) |
| Effects of foreign currency translation | |
| (183,892 | ) | |
| (17,219 | ) |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | |
| 700,727 | | |
| 1,184,456 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | |
| 294,633 | | |
| 225,489 | |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
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 12, 2026 |
JX Luxventure Group Inc. |
| |
|
|
| |
By: |
/s/ Sun Lei |
| |
|
Sun Lei |
| |
|
Chief Executive Officer |
Exhibit 99.1
JXG FIRST HALF YEAR FINANCIAL REPORT 2026
HAIKOU, China, November 12, 2026 /PRNewswire/
-- JX Luxventure Group Inc. (Nasdaq: JXG) (the “Company”), a company in the wholesale trade sector specializing in duty-free
and cross-border consumer goods, as well as providing integrated solutions in wholesale trade, including logistics, supply chain management,
and technology solutions to support the efficient distribution of tourism-related products, today announced its financial results for
the six months ended June 30, 2026.
Six Months 2026 Highlights
| ● | Revenue: The Company achieved revenue of $68,483,593,
which represents an increase of $43,304,826 or 172% from the revenue of $25,178,767 in 2025. |
| ● | Gross Profit: The Company recorded a gross profit of
$7,812,589, which represents an increase of $3,336,028 or 75% from the gross profit of $4,476,561 in 2025. |
| ● | Balance Sheet Strength: Total assets increased 60% to $68,790,350, from $42,964,683 as of December
31, 2025 while shareholders’ equity rose 147% to $60,409,421, from $24,433,748 as of December 31, 2025. |
Ms. Sun “Ice” Lei, Chief Executive Officer of the Company,
commented: “We are pleased with our operational momentum and financial performance during the first half of 2026, highlighted by
a 172% increase in revenue to $68.48 million and a 75% increase in gross profit. These results validate that the strategic roadmap we
set in motion in 2025 is actively working and scaling our business effectively. With our total assets expanding to over $68
million and our balance sheet strengthened, we look forward to continuing executing our long-term strategy and delivering compounding,
sustainable value to our shareholders.”
About JX Luxventure Group Inc.
Headquartered in Haikou, China, JX Luxventure
Group Inc. is a company in the wholesale trade sector specializing in duty-free and cross-border consumer goods, as well as providing
integrated solutions in wholesale trade, including logistics, supply chain management, and technology solutions to support the efficient
distribution of tourism-related products. To learn more about the Company, please visit its corporate website at https://www.jxluxventure.com/en/.
Safe Harbor Statement
This press release may contain certain “forward-looking
statements” relating to the business of JX Luxventure Group Inc., and its subsidiary companies. All statements, other than statements
of historical fact included herein, are “forward-looking statements” in nature within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements, often identified by the use of forward-looking terminology such as “believes,”
“expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the
expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only
as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities
and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements
attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as
required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
CONTACT: Jessica Rhodes ir@jxluxventure.com