JX Luxventure (NASDAQ: JXJT) CEO swaps $2M debt for stock in fresh deal

Rhea-AI Filing Summary

JX Luxventure Group Inc. reports that it has signed a new debt exchange agreement with its CEO, Sun Lei, to convert $2,000,000 of her unsecured, on-demand loans to the company into common shares. This follows a July arrangement where she cancelled $510,000 of loans in exchange for 500,049 shares at $1.0199 per share. The new exchange price will match the closing price on Nasdaq on the trading day immediately before closing.

Sun Lei currently owns 654,878 common shares, or about 5.46% of the company, based on 11,991,001 shares outstanding. Closing of the new exchange is conditional on steps including filing a Listing of Additional Shares notice with Nasdaq at least 15 days before issuing the new shares. The company plans to rely on Section 3(a)(9) of the Securities Act and/or Regulation S to issue the shares without a public offering.

Insights

Capital structure and governance analyst

CEO converts $2M of insider debt to equity, easing leverage but adding related-party ownership complexity.

The company has agreed with CEO Sun Lei to exchange $2,000,000 of her unsecured, on-demand loans for new common shares priced at the Nasdaq closing price before closing. This follows an earlier July exchange of $510,000 of loans into 500,049 shares at $1.0199 per share, indicating a pattern of converting insider debt into equity rather than cash repayment.

This transaction reduces outstanding related-party debt while increasing the CEO’s equity stake, which already stands at 654,878 shares, or about 5.46% of 11,991,001 shares outstanding. The impact depends on the eventual issue price and share count, as well as satisfaction of conditions such as the Nasdaq Listing of Additional Shares filing at least 15 days before issuance. Subsequent disclosures may detail the final number of shares issued and resulting ownership levels.

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 September 2025

(Report #1)

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 September 3, 2025, JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), entered into a new debt exchange agreement (the “Debt Exchange Agreement”) with Sun Lei, the Company’s Chief Executive Officer, Interim Chief Financial Officer and the Co-Chairperson of the board of directors of the Company. Ms. Lei has continuously made advances to the Company in the form of unsecured loans, due on demand.

As previously reported by the Company in its current report on Form 6-K dated July 17, 2025, on July 14, 2025, the Company and Ms. Lei entered into the first debt exchange agreement, pursuant to which, at the closing occurred on the same date, Ms. Lei cancelled $510,000, a portion of the total outstanding amount of these loans, and in exchange of such cancellation, the Company issued to Ms. Lei 500,049 shares of common stock, $0.0001 par value per share (the “Common Stock”), based on the price of $1.0199 per share (the closing price of the Company’s Common stock as reported by the Nasdaq Capital Market on the trading date immediately prior to the closing).

The current total outstanding amount of these loans made by Mr. Lei to the Company is approximately $4,490,000 (the “Total Outstanding Amount”). Pursuant to the Debt Exchange Agreement, Ms. Lei agreed to cancel $2,000,000 (the “Loan Cancellation Amount”) of the Total Outstanding Amount in exchange for the issuance of shares of the Company’s Common Stock (the “Exchange Shares”) at the price equal to the closing price per share, as reported on The Nasdaq Capital Market on the trading day immediately prior to the closing. As of the date of the Debt Exchange Agreement, Ms. Lei is the legal and beneficial owner of 654,878 shares of the Company’s Common Stock, constituting approximately 5.46% of the Company’s total issued and outstanding Common Stock, based on 11,991,001 shares of Common Stock outstanding.

The closing of the Debt Exchange Agreement will occur upon satisfaction of certain conditions, including, among other things, the submission of the Listing of Additional Shares to Nasdaq at least 15 calendar days before the issuance of the Exchange Shares.

The Company intends to issue the Exchange Shares in reliance upon exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S promulgated by the Securities and Exchange Commission thereunder, as a transaction by an issuer not involving public offering.

The foregoing description of the Debt Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Debt Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

EXHIBIT LIST

Exhibit No.		Description
10.1		Debt Exchange Agreement between the Company and Sun Lei dated September 3, 2025

1

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: September 4, 2025	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

2

FAQ

What did JX Luxventure Group Inc. (JXJT) announce in this Form 6-K?

JX Luxventure Group Inc. reported a new debt exchange agreement with its CEO, Sun Lei, under which she will cancel $2,000,000 of loans to the company in return for newly issued common shares priced at the Nasdaq closing price before closing.

How much insider debt is being converted to equity at JX Luxventure (JXJT)?

Under the new agreement, Sun Lei agreed to cancel $2,000,000 of the approximately $4,490,000 total outstanding loans she has made to the company, in exchange for common stock.

What prior debt-for-equity transaction did JX Luxventure (JXJT) complete with its CEO?

On July 14, 2025, Sun Lei cancelled $510,000 of loans and received 500,049 common shares at $1.0199 per share, equal to the Nasdaq closing price on the trading day immediately before that closing.

What is Sun Lei’s current ownership in JX Luxventure (JXJT) before the new exchange closes?

As of the date of the new debt exchange agreement, Sun Lei legally and beneficially owns 654,878 shares of common stock, representing approximately 5.46% of the 11,991,001 shares outstanding.

What conditions must be met before JX Luxventure (JXJT) issues the new exchange shares?

Closing is subject to certain conditions, including submission of a Listing of Additional Shares notice to Nasdaq at least 15 calendar days before the issuance of the exchange shares.

How does JX Luxventure (JXJT) plan to issue the new shares from the debt exchange?

The company intends to issue the exchange shares in reliance on exemptions from registration under Section 3(a)(9) of the Securities Act of 1933 and/or Regulation S, as a transaction by an issuer not involving a public offering.