JX Luxventure (JXG) swaps 2.78M new shares for 10% Dazzly stake

Rhea-AI Filing Summary

JX Luxventure Group Inc. completed a share exchange in which it acquired 10% of Dazzly Investment, Inc. in return for newly issued stock. On May 20, 2026 the company obtained 3,500 Seller shares, equal to 10% of Dazzly’s capital, and issued 2,783,046 shares of its common stock to the Seller’s shareholders, with each receiving 397,578 shares. After this all-stock transaction, JX Luxventure has 12,059,877 common shares issued and outstanding. The shares were issued in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation S.

Insights

Corporate finance analyst

JX Luxventure trades equity for a 10% stake in a private company, increasing its share count meaningfully.

JX Luxventure exchanged 2,783,046 new common shares for 10% of Dazzly Investment, Inc., a privately held Marshall Islands corporation. This is an all-stock acquisition of a minority interest, with no cash changing hands in the disclosed terms.

The issuance lifts total common shares to 12,059,877, so the new shares represent a sizable portion of the post-transaction equity base. The deal structure uses U.S. private offering exemptions (Section 4(a)(2) and Regulation S), meaning the shares were placed directly with the Seller’s shareholders rather than through a public offering.

Future disclosures in company filings may provide more detail on Dazzly’s business and financial contribution, which would help investors assess how this minority stake balances potential strategic benefits against the added equity dilution.

Key Figures

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

6 metrics

Stake acquired in Dazzly 10% of capital stock 3,500 Seller shares representing 10% of Dazzly

Dazzly shares acquired 3,500 shares Capital stock of Dazzly Investment, Inc.

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

Shares per Seller Shareholder 397,578 shares Exchange Shares received by each Seller shareholder

Post-transaction shares outstanding 12,059,877 shares JX Luxventure common stock issued and outstanding after closing

Par value per share $0.0001 per share Par value of JX Luxventure common stock

Key Terms

share exchange agreement, foreign private issuer, Section 4(a)(2) of the Securities Act of 1933, Regulation S, +1 more

5 terms

share exchange agreement financial

"the Company 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.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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

"The Exchange Shares were issued by the Company in reliance upon exemption from registration under Section 4(a)(2) of the Securities Act of 1933"

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.

common stock, par value $0.0001 per share financial

"the Company’s common stock, par value $0.0001 per share (the “Common Stock”)"

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FAQ

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

JX Luxventure completed a share exchange to acquire 10% of Dazzly Investment, Inc. It received 3,500 Dazzly shares and issued 2,783,046 new JX Luxventure common shares to Dazzly’s shareholders as consideration, making this an all-stock minority acquisition.

How many new JX Luxventure shares were issued for the Dazzly acquisition?

JX Luxventure issued 2,783,046 common shares to Dazzly’s shareholders. Each Seller shareholder received 397,578 shares. This issuance increased JX Luxventure’s total common shares outstanding to 12,059,877 after closing the share exchange on May 20, 2026.

What ownership stake in Dazzly Investment did JX Luxventure obtain?

JX Luxventure acquired a 10% ownership interest in Dazzly Investment, Inc. It purchased 3,500 Seller shares, which the filing states represent 10% of Dazzly’s total outstanding capital stock, giving JX Luxventure a minority, non-controlling stake in the private company.

How did the Dazzly share exchange affect JX Luxventure’s shares outstanding?

Following the transaction, JX Luxventure has 12,059,877 common shares issued and outstanding. This reflects the addition of 2,783,046 newly issued shares used as consideration in the share exchange with Dazzly’s shareholders, increasing the company’s overall equity base.

Under what securities law exemptions were JX Luxventure’s new shares issued?

The new JX Luxventure common shares were issued under exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S. These frameworks permit offerings that do not involve a public offering, including certain offshore and private transactions.

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 May 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 ☐

As previously disclosed by JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), on April 13, 2026 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 (“Seller”), and all shareholders of the Seller (the “Seller Shareholders”), pursuant to which, the Company agreed to acquire from the Seller Shareholders an aggregate of 3,500 shares of capital stock of Seller (the “Purchased Shares”), constituting 10% of the total outstanding capital stock of the Seller, on a 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 the issuance of 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.

On May 20, 2026, at the closing of the Share Exchange Agreement, which occurred upon satisfaction of all conditions set forth in the Share Exchange Agreement, the Company acquired the Purchased Shares from the Seller and issued to the Seller shareholders the Exchange Shares, where each Seller Shareholder received 397,578 Exchange Shares. Upon the issuance of the Exchange Shares, the Company has 12,059,877 shares of Common Stock issued and outstanding.

The Exchange Shares were issued by the Company 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.

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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: May 22, 2026	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

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