[SCHEDULE 13D/A] JX Luxventure Limited Common Stock SEC Filing

Rhea-AI Filing Summary

Sun Lei has filed Amendment No. 4 to Schedule 13D on JX Luxventure Group Inc. (Nasdaq: JXJT). The filing discloses that, after giving effect to two reverse stock splits (1-for-10 on 4/26/23 and 1-for-4 on 12/27/24), Sun Lei now beneficially owns 654,878 common shares, or 10.37 % of the 6,241,001 shares outstanding as of 7/21/25.

The change in ownership stems mainly from a debt-for-equity swap executed on 7/14/25: Sun Lei cancelled $510,000 of amounts owed by the company in exchange for 500,049 newly issued common shares priced at the 7/11/25 closing price of $1.0199. All funds used for prior cash purchases came from personal resources.

Prior transactions remain unchanged and include purchases of Series A, C and D convertible preferred stock—together convertible into 75,750 common shares—and several open-market and compensation awards dating back to 2020. After the latest exchange, sole voting and dispositive power is held over the entire stake; no shares are held jointly.

Key takeaways:

• Insider’s stake crosses the 10 % threshold, triggering continued Schedule 13D reporting.
• Company liabilities fall by $0.51 m, partially offset by dilution (~8 % of current float).
• Additional dilution remains possible upon conversion of outstanding preferred shares.

Positive

• $510,000 of company debt extinguished via insider debt-for-equity swap, improving liquidity.
• Insider purchased shares at market price, indicating confidence and avoiding discounted issuance.

Negative

• Issuance of 500,049 new shares increases share count by roughly 8 %, diluting existing holders.
• Convertible preferred stock held by the insider could create further dilution of 75,750 shares.

Insights

Securities Analyst

TL;DR: Debt converted to equity reduces leverage but adds ~8 % dilution; insider now controls 10.37 % stake.

The debt-for-equity swap improves JXJT’s balance sheet by eliminating $0.51 m in payables, meaningful for a micro-cap issuer. Insider participation at market price signals confidence and satisfies cash constraints without discounting the share price. However, issuing 500 k shares lifts the float and modestly pressures EPS. With sole voting power, Sun Lei’s influence over strategic decisions grows. Convertible preferred holdings add an overhang of 75.8 k shares, though the impact is limited relative to total outstanding. Overall, the transaction is balance-sheet accretive but valuation-neutral; investors should monitor future conversions and insider actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

07/14/2025

(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 654,878.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 654,878.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

654,878.00

12

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

13

Percent of class represented by amount in Row (11)

10.37 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of: (a) 579,128 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 6,241,001 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as provided by the Issuer. The share information of Common Stock and shares convertible into Common Stock in Amendment #4 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. 4 ("Amendment No. 4") 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 and Amendment No. 3 filed by the Reporting Person on May 3, 2023 (collectively, "Schedule 13D"). Except as specifically provided herein, Amendment No. 4 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 #4 reflects the Reverse Stock Splits. Capitalized terms used but not defined in this Amendment No. 4 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. For all shares acquired for cash, the source of the funds was the Reporting Person's personal funds.
Item 4.	Purpose of Transaction
	Item 4 of Schedule 13D is hereby amended as follows: On July 14, 2025, the Reporting Person and the Issuer entered into a debt exchange agreement, pursuant to which she cancelled $510,000, representing a portion of the total outstanding balance due by the Issuer to the Reporting Person, in exchange for the issuance of 500,049 shares of Common Stock of the Issuer, at the conversion price of $1.0199 per share, the closing price of the Company's Common Stock on July 11, 2025, as reported on The Nasdaq Capital Market,

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:	07/21/2025