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 September 2025
(Report #3)
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 ☐
As previously reported by JX
Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), on
September 3, 2025, the Company entered into a debt exchange agreement (the “Debt Exchange Agreement”) with Sun Lei, the Company’s
Chief Executive Officer, Interim Chief Financial Officer and the Co-Chairperson of the board of directors of the Company, pursuant to
which Ms. Lei agreed to cancel $2,000,000 (the “Loan Cancellation Amount”) representing a portion of the total outstanding
amount of her loans to the Company, in exchange for the issuance of shares of the Company’s common stock at the price equal to the
closing price per share, as reported on The Nasdaq Capital Market on the trading day immediately prior to the closing.
On September 25, 2025, at the
closing of the Debt Exchange Agreement, upon cancellation of the Loan Cancellation Amount by Ms. Lei, the Company issued to her an aggregate
of 2,352,941 shares of common stock (the “Exchange Shares”) at the purchase price of $0.85 per share, the closing price per
share of the Company’s common stock on September 24, 2025, as reported by The Nasdaq Capital Market. The Exchange Shares were issued
in reliance upon exemptions 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 (“SEC”) thereunder, as a transaction by an issuer
not involving public offering.
In addition, on September 23,
2025, the Company issued an aggregate of 750,000 shares of its common stock to six (6) shareholders of Series F Convertible Preferred
Stock upon conversion, in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series
F Convertible Preferred Stock, dated May 23, 2025, previously disclosed by the Company in its current report on Form 6-K dated May 30,
2025. These shares were issued in reliance upon exemptions from registration requirements under Section 4(a)(2) of the Securities Act
and/or Regulation S, promulgated by the SEC thereunder.
As of the date of this report, the Company has 18,093,942 shares of common stock outstanding, including an aggregate of 8,500,000 shares
of Common Stock issued by the Company under the S-8 Registration Statement on Form S-8 (File No. 333-287591), dated May 27, 2025.
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: September 29, 2025 |
JX Luxventure Group Inc. |
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By: |
/s/ Sun Lei |
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Sun Lei |
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Chief Executive Officer |
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