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

Rhea-AI Filing Summary

JX Luxventure Group Inc. is implementing a 1-for-15 reverse stock split of its common stock after approval by its board and holders of 56% of its outstanding capital stock. The amendment to its Articles of Incorporation became effective upon filing in the Marshall Islands on November 18, 2025.

Beginning at the market open on November 21, 2025, JX Luxventure’s shares will trade on Nasdaq on a post-split basis under the symbol JXG with a new CUSIP number. The company states that the reverse split is intended to help it maintain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share.

Every fifteen shares of common stock will automatically be combined into one share, with no change to par value or the total number of authorized shares. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share. The company notes that, aside from minor changes from fractional share rounding, the reverse split will not have any dilutive effect on shareholders.

Insights

Equity Capital Markets Analyst

JX Luxventure consolidates shares 1-for-15 to support Nasdaq bid price compliance.

JX Luxventure Group Inc. has approved and made effective a 1-for-15 reverse stock split of its common stock, with trading on a post-split basis starting November 21, 2025 on Nasdaq under ticker JXG. The company explicitly links this action to maintaining compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

The reverse split combines every fifteen existing shares into one new share without changing par value or the total authorized share count. This means the number of shares outstanding will decrease proportionally, while each share’s price may adjust mechanically, but the company emphasizes that the move is not intended to change overall shareholder value. Fractional positions are being rounded up to the nearest whole share, which slightly benefits holders with small positions.

The company states that, apart from minimal adjustments from fractional share treatment, the transaction will not have a dilutive effect. For investors, the key practical milestone is the market open on November 21, 2025, when post-split trading and the new CUSIP take effect, which is when price and liquidity patterns may adjust to the new share structure.

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 2025

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 October 20, 2025, the board of directors (the “Board”) of JX Luxventure Group Inc., a company organized under the laws of the Republic of the Marshall Islands (the “Company”), approved by unanimous written consent, in lieu of a meeting (a) a reverse stock split of the Company’s issued and outstanding shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Company at a ratio of 1-for 15 (the “Reverse Stock Split”) and (b) an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Amendment”) to implement the Reverse Stock Split. On November 6, 2025, the holders of 56% of the outstanding capital stock of the Company (the “Majority Shareholders”), approved, by written consent, in lieu of a meeting the Reverse Stock Split and the Amendment, to implement the Reverse Stock Split.

On November 18, 2025 the Company filed the Amendment with the Registrar or Deputy Registrar of Corporations in the Marshall Islands, to implement the Reverse Stock Split and the Name Change. The Amendment became effective upon filing. A copy of the Amendment is filed as Exhibit 3.1 to this Report.

Upon the opening of the market on November 21, 2025, the Company’s Common Stock will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a one-for-fifteen (1-for-15) post-split basis under the current symbol “JXG” but with a new CUSIP number.

The Reverse Stock Split is intended by the Company to continue its compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).

As a result of the Reverse Stock Split, every fifteen (15) shares of the Company’s Common Stock then issued and outstanding will automatically, and without any action of the Company or any holder thereof, be combined, converted, and changed into one (1) validly issued and non-assessable share of Common Stock without any change of the par value per share or the total authorized number of shares of capital stock the Company is authorized to issue. No fractional shares will be issued to any shareholder, and in lieu of issuing any such fractional shares, the fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock.

Except for minimum adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split will not have any dilutive effect on our shareholders.

Exhibits

The following exhibit is included in this Form 6-K:

Exhibit No.		Description of Exhibit
3.1		Articles of Amendment to the Amended and Restated Articles of Incorporation filed by the Registrant on November 18, 2025

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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: November 19, 2025	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

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FAQ

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

JX Luxventure Group Inc. announced a 1-for-15 reverse stock split of its common stock, approved by its board and holders of 56% of its outstanding capital stock.

When will JX Luxventure (JXG) start trading on a post-split basis on Nasdaq?

JX Luxventure’s common stock will begin trading on a 1-for-15 post-split basis on the Nasdaq Capital Market at the market open on November 21, 2025 under the symbol JXG.

What is the purpose of the JX Luxventure (JXG) 1-for-15 reverse stock split?

The reverse stock split is intended by the company to help it remain in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a $1.00 per share minimum bid price.

How will JX Luxventure’s 1-for-15 reverse stock split affect existing shareholders?

Every 15 shares of existing common stock will be automatically combined into 1 share, with no change in par value or total authorized shares. The company states it will not be dilutive apart from minor effects from fractional share rounding.

How will fractional shares be handled in the JX Luxventure (JXG) reverse stock split?

No fractional shares will be issued. Any fractional share resulting from the reverse split will be rounded up to the nearest whole share of common stock.

Does the JX Luxventure reverse stock split change the total number of authorized shares?

No. The company states that while issued and outstanding shares will be combined on a 1-for-15 basis, there is no change to the par value per share or the total authorized number of shares.