[SCHEDULE 13D/A] JX Luxventure Group Inc. SEC Filing

Rhea-AI Filing Summary

JX Luxventure Group Inc. reporting person Sun Lei filed Amendment No. 5 to Schedule 13D disclosing beneficial ownership of 3,007,819 shares, representing 16.55% of the outstanding common stock based on 18,093,942 shares. The filing details a series of prior purchases, compensation issuances and preferred-stock conversions adjusted for prior reverse splits. Material transactions include a $2,000,000 debt-for-equity exchange completed on September 25, 2025, that issued 2,352,941 shares at $0.85 per share, and an earlier cancellation on July 14, 2025 of $510,000 for 500,049 shares. All cash purchases were funded from the reporting person’s personal funds.

Positive

• Material clarification of ownership: Reporting person now discloses a clear 16.55% beneficial ownership stake.
• Debt reduction for issuer: The issuer reduced outstanding obligations by $2,510,000 through debt-for-equity exchanges, improving near-term cash obligations.

Negative

• Dilution to other shareholders: Issuance of 2,852,990 shares in two debt cancellations increases share count and dilutes existing holders.
• Related-party risk: Multiple share issuances and conversions occurred between the issuer and the reporting person, presenting potential conflicts of interest.

Insights

Financial Analyst

TL;DR: Debt-to-equity exchanges materially increased Sun Lei's stake to 16.55%, altering capital structure and diluting existing holders.

The filing shows the reporter accumulated shares via purchases, compensation and conversion of preferred stock, with the most significant single event a $2,000,000 cancellation of debt for 2,352,941 shares at $0.85. That issuance is dilutive and shifts the ownership mix; the reporter now holds direct and convertible interests totaling 3,007,819 shares. Funding sources are personal funds or debt cancellations, not external financing. This is a material ownership change that may affect voting and control dynamics.

Corporate Governance Expert

TL;DR: Ownership concentration rose meaningfully; governance implications include greater influence over corporate decisions and potential conflicts of interest.

The Schedule 13D confirms the reporting person exercises sole voting and dispositive power over the disclosed shares, including holdings through a wholly owned vehicle. The mix of compensation, conversions and debt-equity swaps indicates related-party transactions between the issuer and the reporting person. These transactions warrant transparent disclosure and careful board attention to ensure arm’s-length treatment and to address minority shareholder interests.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

JX Luxventure Group Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

Y46002153

(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)

09/25/2025

(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).

SCHEDULE 13D

CUSIP No. Y46002153

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 3,007,819.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,007,819.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,007,819.00

12

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

13

Percent of class represented by amount in Row (11)

16.55 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of: (a) 2,932,069 shares of common stock, $0.0001 par value (the "Common Stock"), including 5,248 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) 31,000 shares of Common Stock issuable upon conversion of 1,240,000 shares of Series A Preferred Stock; (c) 18,750 shares of Common Stock issuable upon conversion of 150,000 shares of Series C Convertible Preferred Stock and (d) 26,000 shares of Common Stock issuable upon conversion of 80,000 shares of Series D Preferred Stock. (2) The percentage is based on 18,093,942 shares of Common Stock of the Issuer outstanding as of September 29, 2025, as provided by the Issuer. The share information of Common Stock and shares convertible into Common Stock in Amendment #5 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 and a 1-for-4 reverse stock split of the Issuer's Common Stock, effective as of December 27, 2024 (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. 5 ("Amendment No. 5") 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, and Amendment No. 4 filed by the Reporting Person on July 21, 2025 (collectively, "Schedule 13D"). Except as specifically provided herein, Amendment No. 5 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. 5 reflects the Reverse Stock Splits. Capitalized terms used but not defined in this Amendment No. 5 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 5,831 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 5,248 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) 5,000 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 18,750 shares of Common Stock without any additional payment. (d) On May 22, 2022, the Reporting Person received 25,000 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) 38,000 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 31,000 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 26,000 shares of Common Stock at any time without any additional payment. (f) On July 14, 2025, the Reporting Person acquired 500,049 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 2,352,941 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. For all shares acquired for cash, the source of the funds was the Reporting Person's personal funds.
Item 4.	Purpose of Transaction
	On September 3, 2025, the Reporting Person and the Issuer entered into a debt exchange agreement, pursuant to which she cancelled $2,000,000, representing a portion of the total outstanding balance due by the Issuer to the Reporting Person, in exchange for the issuance of 2,352,941 shares of Common Stock of the Issuer, at the price of $0.85 per share, the closing price of the Company's Common Stock on September 24, 2025, as reported on The Nasdaq Capital Market,
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. 5 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:	09/29/2025

FAQ

How many JXG shares does Sun Lei now beneficially own?

The filing states Sun Lei beneficially owns 3,007,819 shares, equal to 16.55% of outstanding common stock.

What was the largest transaction disclosed in the Schedule 13D/A?

On September 25, 2025, Sun Lei cancelled $2,000,000 of debt in exchange for 2,352,941 common shares at $0.85 per share.

Were any shares issued as compensation or via preferred conversions?

Yes. The filing includes shares issued as compensation and shares issuable from conversion of Series A, C and D preferred instruments totaling convertible interests disclosed in the statement.

What source of funds was used for cash purchases?

For all cash purchases disclosed, the source of funds was the reporting person’s personal funds.

Does Sun Lei hold voting power over the disclosed shares?

Yes. The filing reports sole voting and dispositive power over the 3,007,819 shares.