JX Luxventure (JXG) converts $2.12M insider debt into 650,307 shares at discount

Rhea-AI Filing Summary

JX Luxventure Group Inc. entered into a debt-for-equity exchange with its Co-Chairman, Huidan Li. The company issued 650,307 common shares in exchange for cancelling $2,120,000 of debt owed under a promissory note dated April 21, 2025.

The exchange closed on March 25, 2026 after all conditions were met. Shares were priced at $3.23 each, reflecting a 20% discount to the $4.07 Nasdaq Capital Market price on March 6, 2026. The board and a majority of voting power approved the issuance, which relied on exemptions from Securities Act registration as a non-public offering.

Insights

Capital structure and governance analyst

JX Luxventure swaps $2.12M insider debt for equity at a 20% discount.

JX Luxventure converted $2,120,000 of debt owed to Co-Chairman Huidan Li into 650,307 common shares. This removes a fixed obligation to repay cash while increasing the share count, shifting the capital mix away from debt toward equity.

The negotiated share price of $3.23 reflects a 20% discount to the $4.07 Nasdaq price on March 6, 2026, benefiting the insider with a lower effective conversion price. Board and majority voting approval, plus use of Securities Act exemptions, indicates the transaction followed formal corporate and regulatory processes.

Future disclosures in company filings may clarify how this related-party debt exchange affects overall leverage, ownership concentration, and any additional similar arrangements with insiders or other creditors.

Form 6-K: How Foreign Companies Report to the SEC →

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 ☐

As previously disclosed by JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), on March 6, 2026, 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 which 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 of $2,120,000 by the Holder, representing the total outstanding amount due (the “Total Amount Due”) under that certain promissory note, issued by the Company to the Holder on April 21, 2025 (the “Note”).

On March 25, 2026, at the closing of the Debt Exchange Agreement, which occurred upon satisfaction of all conditions set forth in the Debt Exchange Agreement, the Company issued to the Holder the Exchange Shares 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) in exchange for cancellation by the Holder the Total Amount Due and the Note. The issuance of the Exchange Shares was authorized by the board of directors and holders of a majority of the total outstanding voting power of the Company.

The Exchange Shares were issued in reliance upon exemptions from registration requirements 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.

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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: March 25, 2026	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 filing?

JX Luxventure reported a debt-for-equity exchange with its Co-Chairman. The company issued 650,307 common shares to cancel $2,120,000 of debt under a prior promissory note, replacing cash repayment obligations with additional equity instead.

How many shares did JX Luxventure (JXG) issue and at what price?

The company issued 650,307 shares of common stock at an effective price of $3.23 per share. This price represents a 20% discount to the $4.07 Nasdaq Capital Market share price recorded on March 6, 2026, the date used for pricing.

What amount of debt did JX Luxventure (JXG) eliminate through the exchange?

JX Luxventure eliminated $2,120,000 of debt owed to Co-Chairman Huidan Li. This amount represented the total outstanding balance under a promissory note issued on April 21, 2025, which was fully cancelled in exchange for newly issued common shares.

Who was the counterparty in JX Luxventure’s (JXG) debt exchange transaction?

The counterparty was Huidan Li, Co-Chairman of JX Luxventure’s board. He held a promissory note from the company, and agreed to cancel the $2,120,000 amount due in return for 650,307 newly issued shares of common stock.

When did JX Luxventure (JXG) close the debt exchange agreement?

The debt exchange closed on March 25, 2026, after all conditions in the agreement were satisfied. On that date, JX Luxventure issued 650,307 common shares to Co-Chairman Huidan Li and the $2,120,000 promissory note obligation was cancelled in full.

How was the JX Luxventure (JXG) share issuance approved and registered?

The issuance was authorized by the board of directors and holders of a majority of the company’s voting power. The shares were issued relying on exemptions from Securities Act registration under Section 3(a)(9) and/or Regulation S as a non-public offering.