Huidan Li boosts stake to 9.56% in JX Luxventure Group (JXG)

Rhea-AI Filing Summary

Huidan Li filed a Schedule 13D reporting a 9.56% stake in JX Luxventure Group Inc. Li beneficially owns 685,807 shares of common stock, based on 7,176,831 shares outstanding as of March 26, 2026. The stake reflects equity compensation grants and a significant debt-for-equity exchange with the company.

Li, who serves as Co-Chair of the board and a director, received 333 shares under the 2018 Equity Incentive Plan, 167 shares under the 2022 Equity Incentive Plan, and 35,000 shares granted on January 3, 2026 as compensation. On March 6, 2026, Li acquired 650,307 shares at $3.23 per share in exchange for cancelling a $2,120,000 promissory note owed by the issuer, converting that debt into equity.

Insights

Capital structure analyst

Insider converts $2.12M debt into equity, taking a 9.56% stake.

The filing shows Huidan Li, Co-Chair and director, holding 685,807 common shares, or 9.56% of JX Luxventure Group, based on 7,176,831 shares outstanding as of March 26, 2026. This consolidates Li as a meaningful insider shareholder.

The largest component is a debt-for-equity swap: on March 6, 2026, the issuer issued 650,307 shares at $3.23 per share in exchange for cancelling a $2,120,000 promissory note dated April 21, 2025. This reduces debt while increasing equity held by a key insider.

Additional equity compensation grants under the 2018 and 2022 equity plans, plus a 35,000-share grant on January 3, 2026, further align Li’s position with shareholders. Reverse stock splits in 2023, 2024, and 2025 are reflected in the adjusted share counts, shaping the current ownership profile.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

JX Luxventure Group Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

(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)

03/25/2026

(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 No.

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 685,807.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 685,807.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

685,807.00

12

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

13

Percent of class represented by amount in Row (11)

9.56 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage is based on 7,176,831 shares of common stock, $0.0001 par value per share (the "Common Stock") of the Issuer outstanding as of March 26, 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 2.	Identity and Background
(a)	Huidan Li (the "Reporting Person")
(b)	The business address of the Reporting Person is Bin Hai Da Dao No. 270, Lang Qin Wan Guo Ji Du Jia Cun Zong He Lou Xiu, Ying District Haikou City, Hainan Province 570100, PRC.
(c)	The Reporting Person is the Co-Chair of the board of directors, and a director of the Issuer.
(d)	No
(e)	No
(f)	People's Republic of China.
Item 3.	Source and Amount of Funds or Other Consideration
	(a) On September 1, 2021, the Reporting Person received 333 shares of Common Stock under the Company's 2018 Equity Incentive Plan, and on May 4, 2022, the Reporting Person received 167 shares of Common Stock under the Company's 2022 Equity Incentive Plan. The Issuer granted these shares to the Reporting Person 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.
Item 4.	Purpose of Transaction
	On March 6, 2026, the Reporting Person and the Issuer entered into a debt exchange agreement, pursuant to which on March 26, 2026, the Issuer issued to the Reporting Person 650,307 shares of Common Stock, at the price of $3.23 per share, in exchange for the 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.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover page of this Schedule 13D is incorporated herein by reference.
(b)	The information set forth on the cover page of this Schedule 13D is incorporated herein by reference.
(c)	The information set forth on the cover page of this Schedule 13D is incorporated herein by reference.
(d)	The information set forth on the cover page of this Schedule 13D is incorporated herein by reference.
(e)	The information set forth on the cover page of this Schedule 13D is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	None.

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:	03/27/2026

FAQ

What ownership stake in JX Luxventure Group (JXG) does Huidan Li report?

Huidan Li reports beneficial ownership of 685,807 common shares of JX Luxventure Group, representing 9.56% of the company’s common stock. This percentage is calculated using 7,176,831 shares outstanding as of March 26, 2026, after multiple reverse stock splits.

How did Huidan Li acquire shares of JX Luxventure Group (JXG)?

Huidan Li acquired shares through equity compensation and a debt-for-equity swap. Equity plans granted 333 and 167 shares, plus 35,000 shares on January 3, 2026. A March 6, 2026 debt exchange added 650,307 shares in return for cancelling a $2,120,000 promissory note.

What are the terms of the debt-for-equity exchange in JX Luxventure Group (JXG)?

On March 6, 2026, JX Luxventure Group and Huidan Li agreed to issue 650,307 common shares at $3.23 per share. In return, Li cancelled $2,120,000 owed under a promissory note dated April 21, 2025, eliminating that debt from the company’s balance sheet.

What executive role does Huidan Li hold at JX Luxventure Group (JXG)?

Huidan Li serves as Co-Chair of the board of directors and as a director of JX Luxventure Group Inc. The reported 9.56% ownership stake ties a significant equity position to a key governance role within the company’s leadership structure.

How was the 9.56% ownership percentage for JX Luxventure Group (JXG) calculated?

The 9.56% figure is based on 685,807 shares beneficially owned divided by 7,176,831 common shares outstanding as of March 26, 2026. Share figures are retroactively adjusted for 1-for-10, 1-for-4, and 1-for-15 reverse stock splits completed between 2023 and 2025.

What reverse stock splits has JX Luxventure Group (JXG) completed?

JX Luxventure Group completed three reverse stock splits: a 1-for-10 effective April 26, 2023, a 1-for-4 effective December 27, 2024, and a 1-for-15 effective November 21, 2025. The ownership numbers in this filing are adjusted to reflect these corporate actions.