JX Luxventure (JXJT) issues 1.5M new shares and lifts float to 11.99M

Rhea-AI Filing Summary

JX Luxventure Group Inc. reported new share issuances that change its capital structure. On August 28, 2025, the company issued 750,000 shares of common stock as conversion shares to six holders of its Series F Convertible Preferred Stock, in line with the previously established Series F terms and relying on private offering exemptions under U.S. securities laws. On the same date, the company also issued 750,000 shares of common stock to employees and consultants under its New 2022 Equity Incentive Plan, using shares registered on an existing Form S-8. After these issuances, the company has 11,991,001 shares of common stock outstanding, giving investors an updated view of its total share count and recent dilution from preferred stock conversion and equity compensation.

Insights

Equity & Capital Structure Analyst

Routine share issuance updates capital structure with modest dilution.

JX Luxventure Group Inc. issued two blocks of 750,000 common shares each: one from conversion of Series F Convertible Preferred Stock and one under its 2022 equity incentive plan. This clarifies how preferred equity is moving into common stock and how equity awards are being used for employees and consultants.

The company now reports 11,991,001 common shares outstanding as of the report date, which helps investors understand the current share base for per-share metrics. The transactions rely on previously established documents, including the Series F certificate of designation and an effective Form S-8, indicating these are planned capital structure actions rather than unexpected events.

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FAQ

What new shares did JXJT issue on August 28, 2025?

On August 28, 2025, JX Luxventure Group Inc. (JXJT) issued 750,000 common shares as conversion shares to six holders of Series F Convertible Preferred Stock and another 750,000 common shares to employees and consultants under its New 2022 Equity Incentive Plan.

How many JXJT shares are now outstanding after these issuances?

After the August 28, 2025 issuances, JX Luxventure Group Inc. has 11,991,001 shares of common stock outstanding as of the date of the report.

How were the Series F conversion shares of JXJT issued under U.S. securities laws?

The 750,000 conversion shares of JX Luxventure Group Inc. common stock were issued to holders of Series F Convertible Preferred Stock in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S.

Were the JXJT equity incentive plan shares registered?

Yes. The 750,000 common shares issued to employees and consultants were issued under the New 2022 Equity Incentive Plan and were registered on Form S-8 (File No. 333-287591).

How many JXJT shares had been issued previously under the Form S-8?

Before the August 28, 2025 grant, JX Luxventure Group Inc. had previously issued an aggregate of 4,750,000 shares of common stock under the Form S-8 for its New 2022 Equity Incentive Plan.

What type of security was converted into JXJT common stock?

The conversion involved Series F Convertible Preferred Stock, with holders receiving an aggregate of 750,000 conversion shares of JX Luxventure Group Inc. common stock in accordance with the Series F certificate of designation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

(Report No. 2)

Commission File Number 001-35715

JX Luxventure Group Inc.

(Translation of registrant’s name into English)

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

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐

On August 28, 2025, JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”) issued an aggregate of 750,000 shares (the “Conversion Shares”) of common stock, par value US$0.0001 per share (the “Common Stock”) to six (6) holders of Series F Convertible Preferred Stock (“Series F Stock”). The Conversion Shares were issued in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, dated May 23, 2025, previously disclosed by the Company in its current report on Form 6-K dated May 30, 2025. The Conversion Shares were issued by the Company in reliance upon exemptions from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S, promulgated by the Securities and Exchange Commission thereunder.

In addition, on August 28, 2025, the Company issued 750,000 shares of Common Stock to its employees and consultants under JX Luxventure Group Inc. New 2022 Equity Incentive Plan, as amended (the “2022 Plan”). These shares were registered in the Registration Statement on Form S-8 (File No. 333-287591), dated May 27, 2025 (“S-8”). The Company previously issued an aggregate of 4,750,000 shares of Common Stock under the S-8.

As of the date of this report, upon these issuances, the Company has 11,991,001 shares of Common Stock outstanding.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 28, 2025	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

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