JX Luxventure officer Huidan Li reports 6.66% stake

Li’s reported transactions include a compensation grant and shares acquired in exchange for cancellation of an outstanding promissory-note balance.

Rhea-AI Filing Summary

JX Luxventure Group Inc. reported Huidan Li’s beneficial ownership of 935,807 common shares, equal to 6.66% of the class. Its compensation disclosures describe Li’s services as a director and officer. The percentage uses 14,059,877 common shares outstanding as of October 16, 2026.

The reported transactions include a 250,000-share compensation grant on October 15, 2026, and 650,307 shares acquired on March 6, 2026, in exchange for cancellation of $2,120,000 due under a promissory note. Share figures reflect the 1-for-10, 1-for-4 and 1-for-15 reverse stock splits effective April 26, 2023, December 27, 2024, and November 21, 2025.

Filing Explained

The amendment reports that Huidan Li has sole voting and disposition power over the 935,807 shares attributed to him, clarifying that no other person shares those reported powers.

Key Figures

Beneficially owned shares: 935,807 shares Ownership percentage: 6.66% Common shares outstanding: 14,059,877 shares +3 more

6 metrics

Beneficially owned shares 935,807 shares Huidan Li's reported ownership

Ownership percentage 6.66% Based on common shares outstanding as of October 16, 2026

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

Compensation grant 250,000 shares Granted October 15, 2026

Shares acquired 650,307 shares Acquired March 6, 2026, in exchange for cancellation of promissory-note debt

Promissory-note amount canceled $2,120,000 Outstanding amount due under a promissory note

Key Terms

beneficially owned, Sole Dispositive Power, promissory note, Equity Incentive Plan, +1 more

5 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 935,807.00"

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.

promissory note financial

"under that certain promissory note dated April 21, 2025"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Equity Incentive Plan financial

"under the Issuer's 2018 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Reverse Stock Splits financial

"to give effect to a 1-for-10 reverse stock split"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

FAQ

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

How many JXG shares does Huidan Li beneficially own?

Huidan Li was reported as beneficially owning 935,807 JXG common shares, equal to 6.66% of the class. The percentage was calculated using 14,059,877 common shares outstanding as of October 16, 2026.

What JXG equity-plan grants to Huidan Li are described?

The listed grants include 333 shares under the 2018 Equity Incentive Plan on September 1, 2021, and 167 shares under the 2022 Equity Incentive Plan on May 4, 2022. A January 3, 2026 compensation grant was for 35,000 shares.

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

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Available on EDGAR 10/19/2026 - 12:42 PM EDT Accepted by SEC EDGAR 10/19/2026 - 12:41 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. 1)

JX Luxventure Group Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

Y46002401

(CUSIP Number)

Huidan Li
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)

10/15/2026

(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

Huidan Li

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 935,807.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 935,807.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

935,807.00

12

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

13

Percent of class represented by amount in Row (11)

6.66 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage is based on 14,059,877 shares of common stock, $0.0001 par value per share (the "Common Stock") of the Issuer outstanding as of October 16, 2026. The share information of Common Stock in this Schedule 13D has 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. 1 ("Amendment No. 1") 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 March 27, 2026 ("Schedule 13D"). Except as specifically provided herein, Amendment No. 1 does not modify any of the information previously reported in Schedule 13D. The share and per share information of Common Stock in Amendment No. 1 reflects the Reverse Stock Splits. Capitalized terms used but not defined in this Amendment No. 1 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
	(a) On September 1, 2021, the Issuer granted 333 shares of Common Stock to the Reporting Person under the Issuer's 2018 Equity Incentive Plan as compensation for services as director and officer of the Issuer. (b) On May 4, 2022, the Issuer granted 167 shares of Common Stock to the Reporting Person under the Issuer's 2022 Equity Incentive Plan as compensation for services as director and officer of the Issuer. (b) On January 3, 2026, the Issuer granted 35,000 shares of Common Stock to the Reporting Person as compensation for services as director and officer of the Issuer. (c) On March 6, 2026, the Reporting Person acquired 650,307 shares of Common Stock from the Issuer in exchange for cancellation of $2,120,000 by the Reporting Person, representing the total outstanding amount due by the Issuer to the Reporting Person under that certain promissory note dated April 21, 2025. (d) On October 15, 2026, the Issuer granted 250,000 shares of Common Stock to the Reporting Person under the Issuer's 2026 Equity Incentive Plan, as amended by Amendment #1, as compensation for his services as director and officer of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover page of this Amendment No. 1 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.

Huidan Li

Signature:	/s/ Huidan Li
Name/Title:	Huidan Li
Date:	10/19/2026