Insider debt swap gives JX Luxventure (JXG) 650,307 new shares at discount

Rhea-AI Filing Summary

JX Luxventure Group Inc. entered into a debt exchange agreement with its Co-Chairman, Huidan Li. The company agreed to issue 650,307 common shares at a discounted price of $3.23 per share in exchange for cancelling a $2,120,000 promissory note issued on April 21, 2025.

The closing will occur after conditions are met, including submitting a Listing of Additional Shares to Nasdaq at least 15 days before issuing the shares. The board and a majority of shareholders approved the terms as fair and in the best interests of the company. The issuance is intended 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 plans a related-party debt-for-equity swap, reducing debt while issuing new shares at a discount.

The company plans to cancel a $2,120,000 promissory note owed to Co-Chairman Huidan Li by issuing 650,307 common shares at $3.23 per share, a 20% discount to the $4.07 Nasdaq price on March 6, 2026. This exchanges a fixed debt obligation for equity.

Because the counterparty is an insider and the shares are discounted, the approval by the board and holders of a majority of capital stock is important from a governance perspective. Actual impact on existing holders depends on the company’s overall size and capital structure, which are not detailed here.

The closing requires conditions including submission of a Listing of Additional Shares to Nasdaq at least 15 calendar days before the exchange shares are issued. Reliance on Section 3(a)(9) and/or Regulation S means the transaction is structured as an exempt, non-public offering, with further details available in the referenced Debt Exchange Agreement dated March 6, 2026.

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 6, 2026, JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), entered into a debt exchange agreement (the “Debt Exchange Agreement”) with Huidan Li, the Co-Chairman of the board of directors of the Company (the “Holder”). Pursuant to the Debt Exchange Agreement, at the closing, the Company agreed to issue to the Holder an aggregate of 650,307 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in exchange for cancellation by the Holder $2,120,000, representing the principal amount of that certain promissory note, issued by the Company to the Holder on April 21, 2025 (the “Note”), which remains due and outstanding by the Company as of the date of this Debt Exchange Agreement.

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 pursuant to the listing rules of the Nasdaq Capital Market (“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 $3.23 per share (representing a 20% discount based on $4.07 price per share as reported on the Nasdaq Capital Market on March 6, 2026) 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 Huidan Li, dated March 6, 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 9, 2026	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

2

FAQ

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

JX Luxventure Group Inc. entered a debt exchange agreement with Co-Chairman Huidan Li. The company will issue 650,307 common shares to cancel a $2,120,000 promissory note, subject to closing conditions and required Nasdaq listing procedures.

How many shares will JX Luxventure (JXG) issue in the debt exchange?

The company agreed to issue 650,307 shares of common stock as exchange shares. These shares compensate Co-Chairman Huidan Li for cancelling a $2,120,000 promissory note originally issued on April 21, 2025, replacing a debt obligation with equity.

At what price is JX Luxventure (JXG) valuing the exchange shares?

The exchange shares are priced at $3.23 per share, representing a 20% discount to the $4.07 per share price reported on Nasdaq on March 6, 2026. This discounted valuation was approved by the board and majority shareholders as fair.

Who is the counterparty in JX Luxventure’s debt exchange transaction?

The counterparty is Huidan Li, Co-Chairman of JX Luxventure’s board of directors. He holds a $2,120,000 promissory note from the company, which will be cancelled in exchange for 650,307 newly issued common shares, pending closing conditions.

What conditions must be satisfied before JX Luxventure (JXG) closes the debt exchange?

Closing requires several conditions, including submission of a Listing of Additional Shares to Nasdaq at least 15 calendar days before issuing the exchange shares. These steps align the new issuance with Nasdaq Capital Market listing requirements and timing procedures.

How will JX Luxventure (JXG) handle securities law requirements for the exchange shares?

The company intends to issue the exchange shares in reliance on exemptions from registration under Section 3(a)(9) of the Securities Act and/or Regulation S. This treats the deal as a transaction by the issuer not involving a public offering.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 DEBT EXCHANGE AGREEMENT BETWEEN THE COMPANY AND HUIDAN LI, DATED MARCH 6, 2026 31.8 KB