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 May 2025

(Report No. 12)

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 ☐

OnAs ~~May~~previously 7,disclosed ~~2025,~~in the ~~board~~current ofreport on ~~directors~~form ~~(the~~6-K, ~~“Board”) of~~dated April 24, 2025, by JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”) ~~and~~, ~~the~~on ~~shareholders~~April of22, ~~65%~~2025, of the ~~total~~Company ~~issued~~ and ~~outstanding~~the ~~capital~~holders ~~stock of~~ (the ~~Company,~~“Holders”) ~~approved~~of bypromissory ~~written~~notes ~~consent, and adopted Amendment No. 1~~ (the “~~Plan Amendment~~Notes”) toin the JXtotal ~~Luxventure~~outstanding ~~Limited~~amount ~~New~~of ~~2022~~$1,380,000 ~~Equity Incentive Plan~~ (the “~~New~~Total ~~2022~~Amount ~~EIP~~Due”)~~. The Plan Amendment was adopted to~~, ~~among~~entered ~~other~~into ~~things,~~a ~~(i)~~debt ~~change~~exchange agreement (the ~~name~~“Exchange ofAgreement”), ~~the~~pursuant ~~plan~~ to ~~“JX Luxventure Group Inc. New 2022 Equity Incentive Plan~~which,” ~~reflecting~~ the ~~current~~Holders ~~name~~agreed ofto ~~the~~cancel ~~Company; (ii) increase~~ the ~~maximum~~Total ~~number~~Amount ofDue, ~~shares~~in ofexchange ~~common stock authorized~~ for the issuance ~~thereunder~~of ~~from~~an ~~1,000,000~~aggregate ~~shares~~of ~~to 25~~69,000~~,000~~ shares; ~~and~~ (~~iii)~~each ~~eliminate~~Holder ~~the~~to ~~provisions~~receive in11,550 ~~the~~shares) ~~New~~of ~~2022~~a ~~EIP~~new ~~related~~series ~~to limitations~~of on the ~~maximum~~Company’s ~~number~~preferred stock, ofdesignated ~~shares that can be granted~~ as ~~performance-based~~Series ~~compensation~~F toConvertible ~~any~~Preferred ~~individual~~Stock ~~participant in~~ (the ~~aggregate~~ in“Series ~~any~~F ~~one fiscal year of the Company~~Stock”).

~~The~~On ~~foregoing~~May ~~descriptions~~23, of2025, the ~~Plan~~Company ~~Amendment~~filed the Certificate ~~are~~of ~~incorporated~~Designation byof ~~reference~~Preferences, toRights and Limitations of Series F Convertible Preferred Stock (the ~~full~~“Certificate ~~text~~of Designation of Series ~~the~~F ~~Plan~~Stock”) ~~Amendment,~~with athe ~~copy~~Registrar of ~~which~~the isCorporation ~~filed~~under asthe ~~Exhibit~~Marshall ~~10.1~~Island toBusiness ~~this~~Corporations ~~report~~Act, onestablishing ~~Form~~the Series ~~6-K~~F Stock.

Exhibit No.		Description
10.1		Amendment No. 1 to the New 2022 EIP

The Series F Stock features a stated value of $20.00 per share and are convertible to shares of the Company’s common stock at the conversion rate of 1 for 100, such as each share of Series F Stock is convertible into 100 shares of the Company’s common stock without payment or any additional consideration by the holders thereof. Such conversion is subject to the following schedule: (i) up to 2,000 shares of Series F Stock issued to each Holder may be converted by such Holder at any time from the date of the issuance; (ii) up to additional 2,500 shares of Series F Stock may be converted by such Holder at any time after 90 days from the date of the issuance; (iii) up to 3,000 shares of Series F Stock counted on the date of the issuance may be converted by such Holder after six (6) months from the date of the issuance; and (iv) the remaining 4,000 shares of Series F Stock may be converted by such holder after nine (9) months from the date of the issuance. If any shares of Series F Stock remain outstanding on or after one (1) year from the date of the issuance, the Company will have the right, but not the obligations, to require the holders of such shares of Series F Stock to convert them into the number of fully paid and non-assessable shares of common stock as would result from multiplying the number of shares of Series F Stock by 100.

Holders of Series F Stock will vote together with holders of shares of the Company’s common stock on a one-for-one basis, without regard to the number of shares of common stock into which each share of Series F Stock is convertible, have no special dividend rights, and ranks equally to our common stock with respect to rights upon liquidation.

The foregoing description of the Certificate of Designation of Series F Stock does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation of Series F Stock, a filed stamped copy of which is attached to this current report as Exhibit 10.1 and incorporated herein by reference.

On May 29, 2025, at the closing of the Exchange Agreement (the “Closing”), the Company issued to the Holders an aggregate of 69,000 shares of Series F Stock in cancellation of the Total Amount Due (each Holder received 11,550 shares of Series F Stock) in cancellation of $230,000 principal amount under the Note issued to each Holder). The shares of Series F Stock were issued in the transaction exempt 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.

EXHIBIT LIST

Exhibit No.		Description
10.1		Certificate of Designation of Series F Convertible Preferred Stock

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: May 8, 2025	JX Luxventure Group Inc.
Date: May 30, 2025	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

Filing Compare · JX Luxventure Group Inc.