JX Luxventure Group Inc. filings document foreign private issuer disclosures for a Marshall Islands company with Nasdaq-listed common stock. Recent Form 6-K reports cover material agreements, debt exchanges, share issuances, shareholder approvals, board and audit committee changes, and capital-structure actions.
The filing record also includes disclosures tied to common stock mechanics, exemptions from securities registration, related-party loans, Nasdaq listing matters, and a completed reverse stock split. These reports frame the company’s governance, capitalization, and material-event reporting alongside its operating disclosures for tourism, duty-free cross-border merchandise, and e-commerce technology solutions.
JX Luxventure Group Inc. director and Co-Chairman Li Huidan completed a debt-for-equity swap. On March 25, 2026, Li received 650,307 shares of common stock at a reported price of $3.23 per share in exchange for canceling a $2,120,000 unsecured promissory note that was due on demand.
After this restructuring transaction, Li directly holds 685,807 shares of JX Luxventure common stock. The filing characterizes the event as an "other" type of acquisition or disposition rather than an open-market trade.
JX Luxventure Group Inc. entered into a debt exchange agreement with its CEO and interim CFO, Sun Lei. She has provided unsecured, on-demand loans totaling about $12,450,000. Under the agreement, the company will issue 2,100,000 common shares in exchange for the cancellation of $6,270,600 of this debt.
The exchange shares are priced at $2.986 each, a discount to the $3.732 Nasdaq closing price on March 25, 2026. Closing depends on conditions including submitting a Listing of Additional Shares notice to Nasdaq at least 15 calendar days before issuance. The board and majority stockholders approved the terms as fair and in the best interests of the company and shareholders. The issuance is expected to rely on exemptions from registration under Section 3(a)(9) of the Securities Act and/or Regulation S.
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.
JX Luxventure Group Inc. director and Co-Chair of the Board Li Huidan reports direct ownership of 35,500 shares of common stock, par value $0.0001 per share, as of March 18, 2026. This filing lists holdings and does not show any buy or sell transaction.
JX Luxventure Group Inc. executive Sun Lei, who serves as CEO, Interim CFO and Co-Chair and is a more than 10% owner, filed an initial Form 3 reporting existing equity holdings. The filing lists direct ownership of 495,123 shares of common stock and indirect ownership of 350 common shares held through Happy Brilliance Limited, a Cayman Islands company fully owned and controlled by Sun Lei.
The disclosure also shows direct holdings of Series A, Series C and Series D Convertible Preferred Stock. These preferred shares are each convertible into the company’s common stock, with the filing indicating underlying common stock equivalents of 2,067 shares for the Series A, 1,250 shares for the Series C and 1,733 shares for the Series D. No new transactions, purchases or sales are reported; the form simply records Sun Lei’s existing ownership position at this time.
Luxventure Group Inc. reported a change in its board and audit committee. On March 13, 2026, director Bao Jun Zhu resigned from the Board and the Audit Committee, with the company stating his resignation was not due to any disagreement over operations, policies, or practices.
Effective the same day, the Board appointed Tiange Yin, age 26, as a new director and member of the Audit Committee. The Board determined that she meets Nasdaq and SEC Rule 10A-3 independence criteria. Yin has over five years of accounting experience at Zhi CPA and is a graduate of King’s College London.
The company states there are no appointment arrangements with third parties, no family relationships with other directors or officers, and no existing or proposed related-party transactions involving Yin that require disclosure.
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.
Sun Lei filed Amendment No. 6 to a Schedule 13D for JX Luxventure Group Inc., reporting beneficial ownership of 500,523 shares of common stock, representing 26.74% of the outstanding class based on 1,866,622 shares outstanding as of January 5, 2026. The holdings include common shares owned directly, shares held through Happy Brilliance Limited, and shares issuable upon conversion of Series A, C, and D preferred stock.
A key new step was a debt-for-equity exchange. On January 2, 2026, the issuer issued 300,000 common shares at $4.90 per share to Sun Lei in exchange for cancelling $1,470,000 of amounts owed to him. Earlier acquisitions came from stock purchase agreements, compensation grants, preferred stock purchases, and prior debt cancellations, showing a long-running build-up of his position.
Sun Lei filed Amendment No. 5 to a Schedule 13D for JX Luxventure Group Inc., reporting beneficial ownership of 3,007,819 shares of common stock, or 16.55% of the class based on 18,093,942 shares outstanding as of September 29, 2025. The stake includes shares held directly, shares held through Happy Brilliance Limited, and shares issuable from Series A, C and D preferred stock.
The update reflects multiple historical share acquisitions and a recent debt-for-equity exchange. On September 25, 2025, Sun Lei cancelled $2,000,000 of amounts owed by the company in return for 2,352,941 common shares at $0.85 per share, the Nasdaq closing price on September 24, 2025. Earlier, on July 14, 2025, she also received 500,049 shares in exchange for cancelling $510,000 of debt.
JX Luxventure Group Inc. insider Sun Lei filed an amended Schedule 13D showing beneficial ownership of 500,523 shares of common stock, representing 26.74% of the company’s outstanding shares as of January 5, 2026. The filing details a debt-for-equity exchange in which, under a December 16, 2025 agreement, the company issued 300,000 shares of common stock on January 2, 2026 at $4.90 per share in exchange for cancellation of $1,470,000 of amounts owed to Sun Lei. The ownership position also includes shares held through Happy Brilliance Limited and shares issuable upon conversion of Series A, C and D preferred stock, all adjusted for prior reverse stock splits.