JX Luxventure CEO Sun Lei reports 25.61% stake

Her reported position includes common shares issuable upon conversion of Series A, Series C and Series D preferred stock.

Rhea-AI Filing Summary

Sun Lei, Chief Executive Officer of JX Luxventure Group Inc. (JXG), reported beneficial ownership of 3,600,523 shares, or 25.61% of the common stock, as of October 16, 2026. She reported sole voting and dispositive power over that amount; the percentage is based on 14,059,877 common shares outstanding on that date.

The reported position includes 3,595,473 common shares and common shares issuable upon conversion of Series A, Series C and Series D preferred stock. On October 16, 2026, JX Luxventure granted Sun Lei 1,000,000 common shares under its 2026 Equity Incentive Plan as compensation for her services as Chief Executive Officer.

Filing Explained

This amendment adds a completed debt-for-shares transaction: on April 10, Sun Lei acquired 2,100,000 company shares for cancellation of $6,270,600 owed to her, replacing company debt with shares and diluting existing holders absent offsetting changes.

Key Figures

Beneficially owned: 3,600,523 shares Percentage of common stock: 25.61% Common shares outstanding: 14,059,877 shares +2 more

5 metrics

Beneficially owned 3,600,523 shares As of October 16, 2026

Percentage of common stock 25.61% Based on 14,059,877 common shares outstanding as of October 16, 2026

Common shares outstanding 14,059,877 shares As of October 16, 2026

Common shares held 3,595,473 shares Included in Sun Lei's reported beneficial ownership

Common shares granted 1,000,000 shares Granted to Sun Lei on October 16, 2026, as compensation

Key Terms

beneficially owned, Sole Dispositive Power, Series C Convertible Preferred Stock, reverse stock split

4 terms

beneficially owned regulatory

"Aggregate amount beneficially owned by each reporting person"

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.

Sole Dispositive Power regulatory

"Sole Dispositive Power 3,600,523.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Series C Convertible Preferred Stock financial

"150,000 shares of Series C Convertible Preferred Stock"

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.

reverse stock split financial

"1-for-15 reverse stock split"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many JXG shares does Sun Lei beneficially own?

Sun Lei reported beneficial ownership of 3,600,523 shares, equal to 25.61% of the common stock as of October 16, 2026. The percentage was based on 14,059,877 common shares outstanding on that date, and the reported amount includes common stock and shares issuable upon conversion of preferred stock.

How many shares did JXG grant Sun Lei?

JX Luxventure granted Sun Lei 1,000,000 common shares on October 16, 2026, under its 2026 Equity Incentive Plan as compensation for her services as Chief Executive Officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/19/2026 - 12:41 PM EDT Accepted by SEC EDGAR 10/19/2026 - 12:40 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

10/16/2026

(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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,600,523.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,600,523.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,600,523.00

12

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

13

Percent of class represented by amount in Row (11)

25.61 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of: (a) 3,595,473 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 14,059,877 shares of Common Stock of the Issuer outstanding as of October 16, 2026. The share information of Common Stock and shares convertible into Common Stock in this Amendment 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. 8 ("Amendment No. 8") 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, Amendment No. 6 filed by the Reporting Person on January 6, 2026, and Amendment No. 7 filed by the Reporting Person on April 14, 2026 (collectively, "Schedule 13D"). Except as specifically provided herein, Amendment No. 8 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. 8 reflects the Reverse Stock Splits. Capitalized terms used but not defined in this Amendment No. 8 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) On September 1, 2021, the Reporting Person received 333 shares from the Issuer as compensation for services as Chief Executive Officer. (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. (j) On October 16, 2026, the Issuer granted 1,000,000 shares of Common Stock to the Reporting Person under the Issuer's 2026 Equity Incentive Plan, as amended, as compensation for her services as Chief Executive Officer. For all shares acquired for cash, the source of the funds was the Reporting Person's personal funds.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover page of Amendment No. 8 is incorporated herein by reference.

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:	10/19/2026