Sun Lei trades $6,270,600 debt for JX Luxventure (JXG) shares

Rhea-AI Filing Summary

JX Luxventure Group Inc. shareholder Sun Lei has updated his ownership disclosure in Amendment No. 7 to Schedule 13D. He now beneficially owns 2,600,523 shares of common stock, representing 29.02% of the company’s 9,276,831 shares outstanding as of April 10, 2026.

The position includes common shares held directly and through Happy Brilliance Limited, plus shares issuable from Series A, C and D preferred stock. A key change is a debt-for-equity swap: on April 10, 2026, the issuer issued 2,100,000 common shares to Sun Lei at $2.986 per share in exchange for cancellation of $6,270,600 of debt owed to him under a March 26, 2026 debt exchange agreement. All share figures reflect several prior reverse stock splits.

Insights

Equity & capital structure analyst

Large insider debt-for-equity swap lifts stake to 29.02%.

Sun Lei now reports beneficial ownership of 2,600,523 JX Luxventure common shares, or 29.02% of the 9,276,831 shares outstanding as of April 10, 2026. This comes after years of accumulating equity via purchases, compensation, and preferred stock conversions.

The latest step is a debt exchange agreement under which the company issued 2,100,000 common shares at $2.986 per share in exchange for cancelling $6,270,600 of amounts owed to him. This reduces recorded debt to the insider while increasing the common share count and his relative influence.

The filing notes that all share counts have been retroactively adjusted for multiple reverse stock splits, which is important when comparing to earlier disclosures. Subsequent company filings may provide additional context on how this debt reduction and ownership concentration interact with its broader financing plans.

Key Figures

Beneficial ownership: 2,600,523 shares Ownership percentage: 29.02% Shares outstanding: 9,276,831 shares +5 more

8 metrics

Beneficial ownership 2,600,523 shares Common stock beneficially owned by Sun Lei

Ownership percentage 29.02% Percent of JX Luxventure common stock class

Shares outstanding 9,276,831 shares Common stock outstanding as of April 10, 2026

Debt-for-equity shares 2,100,000 shares Common shares issued to Sun Lei in April 2026 debt exchange

Debt cancelled $6,270,600 Amount of issuer debt to Sun Lei cancelled for shares

Exchange share price $2.986 per share Price used in April 10, 2026 debt exchange

Series C subscription $1,500,000 Total price for 150,000 Series C Convertible Preferred shares

Series A purchase $1,240,000 Total price for 1,240,000 Series A Convertible Preferred shares

Key Terms

beneficially owned, Series A Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, +2 more

6 terms

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 2,600,523.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Series A Convertible Preferred Stock financial

"1,240,000 shares of Series A Convertible Preferred Stock, for the total purchase price"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Series C Convertible Preferred Stock financial

"150,000 shares of Series C Convertible Preferred Stock at the total subscription price of $1,500,000"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Series D Convertible Preferred Stock financial

"80,000 shares of Series D Convertible Preferred Stock for the total purchase price of $2,080,000"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

reverse stock split financial

"to give effect to a 1-for-10 reverse stock split of the Issuer Common Stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

debt exchange agreement financial

"the Reporting Person and the Issuer entered into a debt exchange agreement, pursuant to which"

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Accepted by SEC EDGAR 04/14/2026 - 07:01 AM Learn about SEC filing dates

FAQ

What ownership stake does Sun Lei report in JXG after Amendment No. 7?

Sun Lei reports beneficial ownership of 2,600,523 JX Luxventure common shares, equal to 29.02% of the class. This percentage is based on 9,276,831 shares outstanding as of April 10, 2026, as disclosed by the company in a Form 6-K filing.

How many JX Luxventure (JXG) shares did Sun Lei receive in the 2026 debt exchange?

Under the 2026 debt exchange, Sun Lei received 2,100,000 JX Luxventure common shares. These were issued on April 10, 2026 at a price of $2.986 per share in exchange for cancelling $6,270,600 of amounts the company owed to him.

What debt amount did JX Luxventure cancel in exchange for shares issued to Sun Lei?

JX Luxventure cancelled $6,270,600 of amounts owed to Sun Lei. In return, the company issued 2,100,000 common shares at $2.986 per share on April 10, 2026, pursuant to a debt exchange agreement dated March 26, 2026 between the parties.

How were JX Luxventure (JXG) share numbers adjusted for reverse stock splits?

All share and per share figures in the amendment were retroactively adjusted for three reverse stock splits: 1-for-10 effective April 26, 2023, 1-for-4 effective December 27, 2024, and 1-for-15 effective November 21, 2025, collectively described as the Reverse Stock Splits.

What preferred stock interests contribute to Sun Lei’s JX Luxventure stake?

Sun Lei’s stake includes shares issuable from preferred stock: 2,067 common shares from 1,240,000 Series A Preferred, 1,250 from 150,000 Series C Convertible Preferred, and 1,733 from 80,000 Series D Preferred. These amounts are convertible into common stock without additional cash payment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

JX Luxventure Group Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

Y46002401

(CUSIP Number)

Sun Lei
Bin Hai Da Dao No. 270 Lang Qin Wan Guo, Ji Du Jia Cun Zong He Lou Xiu Ying Dist
Haikou City, Hainan Province, F4, 570100
(86) 595 8889 6198

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y46002401

1

Name of reporting person

Sun Lei

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,600,523.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,600,523.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,600,523.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.02 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of: (a) 2,595,473 shares of common stock, $0.0001 par value (the "Common Stock"), including 350 shares of Common Stock held directly by Happy Brilliance Limited, a Cayman Islands company in which the Reporting Person has 100% ownership, and the sole voting and dispositive power over the shares held by Happy Brilliance Limited; (b) 2,067 shares of Common Stock issuable upon conversion of 1,240,000 shares of Series A Preferred Stock; (c) 1,250 shares of Common Stock issuable upon conversion of 150,000 shares of Series C Convertible Preferred Stock and (d) 1,733 shares of Common Stock issuable upon conversion of 80,000 shares of Series D Preferred Stock. (2) The percentage is based on 9,276,831 shares of Common Stock of the Issuer outstanding as of April 10, 2026, as disclosed by the Issuer in the current report on Form 6-K. The share information of Common Stock and shares convertible into Common Stock in this Amendment No. 7 have been retroactively adjusted, to give effect to a 1-for-10 reverse stock split of the Issuer Common Stock, effective as of April 26, 2023, a 1-for-4 reverse stock split of the Issuer's Common Stock, effective as of December 27, 2024 and a 1-for-15 reverse stock split of the Issuer's Common Stock, effective as of November 21, 2025 (the "Reverse Stock Splits").

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.0001 per share
(b)	Name of Issuer: JX Luxventure Group Inc.
(c)	Address of Issuer's Principal Executive Offices: Bin Hai Da Dao No. 270 Lang Qin Wan Guo, Ji Du Jia Cun Zong He Lou Xiu Ying Dist, Haikou City, Hainan Province, CHINA , 570100.
Item 1 Comment: Explanatory Note This Amendment No. 7 ("Amendment No. 7") to Schedule 13D relates to the shares of common stock, $0.0001 par value (the "Common Stock"), of JX Luxventure Group Inc., a corporation organized under the laws of the Republic of Marshall Islands (the "Issuer"), and amends the initial statement on Schedule 13D filed by the Reporting Person on October 21, 2021, Amendment No. 1 filed by the Reporting Person on June 6, 2022, Amendment No. 2 filed by the Reporting Person on March 30, 2023, Amendment No. 3 filed by the Reporting Person on May 3, 2023, Amendment No. 4 filed by the Reporting Person on July 21, 2025, Amendment No. 5 filed by the Reporting Person on September 29, 2025, and Amendment No. 6 filed by the Reporting Person on January 6, 2026 (collectively, "Schedule 13D"). Except as specifically provided herein, Amendment No. 7 does not modify any of the information previously reported in Schedule 13D. The share and per share information of Common Stock and shares convertible into Common Stock in Amendment No. 7 reflects the Reverse Stock Splits. Capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings herein as are ascribed to such terms in Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of Schedule 13D is hereby amended and restated as follows: (a) On December 9, 2020, the Reporting Person acquired 389 shares of Common Stock under the Stock Purchase Agreement dated December 9, 2020, in exchange for the Reporting Person's obligation to make certain payments on behalf of the Issuer for the two years thereafter. Also on that date, Happy Brilliance Limited, a company in which the Reporting Person has 100% ownership, acquired 350 shares of Common Stock pursuant to the Share Exchange Agreement, dated December 9, 2020 by and among the Issuer, Flower Crown Holding, a corporation organized under the laws of the Cayman Islands, and shareholders of Flower Crown Holding. (b) 333 shares were issued to the Reporting Person by the Issuer as compensation on September 1, 2021. (c) On September 1, 2021, the Reporting Person purchased from the Issuer 150,000 shares of Series C Convertible Preferred Stock at the total subscription price of $1,500,000, convertible into 1,250 shares of Common Stock without any additional payment. (d) On May 22, 2022, the Reporting Person received 1,667 shares of Common Stock, as compensation from the Issuer pursuant to the employment agreement between the Issuer and the Reporting Person dated June 22, 2021. (e) On March 28, 2023, the Reporting Person acquired in privately negotiated transactions: (i) 2,533 shares of Common Stock for the total purchase price of $1,780,000; (ii) 1,240,000 shares of Series A Convertible Preferred Stock, for the total purchase price of $1,240,000; convertible into 2,067 shares of Common Stock at any time without any additional payment; and (iii) 80,000 shares of Series D Convertible Preferred Stock for the total purchase price of $2,080,000, convertible into 1,733 shares of Common Stock at any time without any additional payment. (f) On July 14, 2025, the Reporting Person acquired 33,337 shares of Common Stock from the Issuer in exchange for cancellation of $510,000, representing a portion of the total outstanding amount due owed by the Issuer to the Reporting Person. (g) On September 25, 2025, the Reporting Person acquired 156,863 shares of Common Stock from the Issuer in exchange for cancellation of $2,000,000 by the Reporting Person, representing a portion of the total outstanding amount due by the Issuer to the Reporting Person. (h) On January 2, 2026, the Reporting Person acquired 300,000 shares of Common Stock from the Issuer in exchange for cancellation of $1,470,000 by the Reporting Person, representing a portion of the total outstanding amount due by the Issuer to the Reporting Person. (i) On April 10, 2026, the Reporting Person acquired 2,100,000 shares of Common Stock from the Issuer in exchange for cancellation of $6,270,600 by the Reporting Person, representing a portion of the total outstanding amount due by the Issuer to the Reporting Person. For all shares acquired for cash, the source of the funds was the Reporting Person's personal funds.
Item 4.	Purpose of Transaction
	Item 4 of Schedule 13D is hereby amended as follows: On March 26, 2026, the Reporting Person and the Issuer entered into a debt exchange agreement, pursuant to which on April 10, 2026, the Issuer issued to the Reporting Person 2,100,000 shares of Common Stock, at the price of $ 2.986 per share, in exchange for the cancellation of $6,270,600 by the Reporting Person, representing a portion of the total outstanding amount due by the Issuer to the Reporting Person.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of Schedule 13D is hereby amended and restated as follows: The information set forth on the cover page of Amendment No. 7 is hereby incorporated by reference into this Item 5.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sun Lei

Signature:	/s/ Sun Lei
Name/Title:	Sun Lei
Date:	04/14/2026