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 March 2026

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 ☐

AsOn ~~previously~~March ~~disclosed~~26, by2026, JX ~~Luxventure~~ Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”), ~~on March 6, 2026, the Company~~ entered into a new debt exchange agreement (the “Debt Exchange Agreement”) with ~~Huidan~~Sun LiLei, the ~~Co-Chairman of~~Chief ~~the~~Executive ~~board~~Officer of ~~directors of~~ the Company ~~(the “Holder”)~~, ~~pursuant~~interim Chief toFinancial ~~which~~Officer ~~the~~and ~~Company~~co-Chairperson ~~agreed~~of ~~to issue to~~ the ~~Holder~~Board ~~an aggregate~~ of ~~650,307~~Directors ~~shares (the “Exchange Shares”)~~ of the Company’s. ~~common~~Ms. ~~stock,~~Lei ~~par~~has ~~value~~continuously ~~$0.0001~~made ~~per~~advances ~~share~~to (the ~~“Common~~Company ~~Stock”),~~and inits ~~exchange~~subsidiaries ~~for~~in ~~cancellation~~the form of $2unsecured loans,~~120,000~~ bydue ~~the~~on ~~Holder~~demand, ~~representing~~and ~~the~~as ~~total~~of ~~outstanding~~the ~~amount~~date ~~due~~of (the ~~“Total Amount~~Debt ~~Due”)~~Exchange ~~under that certain promissory note~~Agreement, ~~issued by~~ the ~~Company~~total tooutstanding amount ~~the~~of ~~Holder~~these onloans ~~April~~is 21approximately $12,450,000 ~~2025~~ (the “~~Note~~Total Outstanding Debt”).

OnPursuant ~~March~~to ~~25, 2026, at~~ the ~~closing of the~~ Debt Exchange Agreement, ~~which~~the ~~occurred~~Company ~~upon~~agreed ~~satisfaction~~to ofissue ~~all~~to ~~conditions~~Ms. ~~set~~Lei ~~forth~~an inaggregate ~~the~~of ~~Debt Exchange Agreement~~2,100,000 ~~the~~shares ~~Company issued to~~ (the ~~Holder the~~ “Exchange Shares”) ~~at a discounted price~~ of the ~~$3.23~~Company’s ~~per~~common ~~share~~stock, ~~(representing~~par avalue ~~20% discount based on~~ $40.070001 ~~price~~ per share ~~as reported on~~ (the ~~Nasdaq~~“Common ~~Capital Market on March 6~~Stock”), ~~2026)~~ in exchange for her cancellation ~~by the Holder the Total Amount Due and the~~of ~~Note.~~$6,270,600, ~~The~~representing ~~issuance of the Exchange Shares was authorized by the board of directors and holders of~~ a ~~majority~~portion of the ~~total~~Total ~~outstanding voting~~Outstanding ~~power~~Debt of (the ~~Company~~“Loan Cancellation Amount”).

The ~~Exchange~~closing ~~Shares~~of ~~were~~the ~~issued~~Debt Exchange inAgreement ~~reliance~~will occur upon ~~exemptions~~satisfaction ~~from~~of ~~registration~~certain ~~requirements~~conditions, ~~under~~including, ~~Section~~among ~~3(a)(9)~~other things, the submission of the ~~Securities~~Listing ~~Act~~of Additional Shares to Nasdaq at least 15 calendar days before the issuance of ~~1933~~the Exchange Shares. The terms of the Debt Exchange Agreement and the Exchange Shares, asto ~~amended~~be issued at a discounted price of $2.986 per share (based on the ~~“Securities~~closing price of $3.732 price per share on March ~~Act”)~~25, ~~and/or~~2026, ~~Regulation~~reported Sby ~~promulgated~~the Nasdaq Capital Market) were approved by the ~~Securities~~board of directors of the Company and ~~Exchange~~the ~~Commission~~holders ~~(“SEC”)~~of ~~thereunder~~a majority of capital stock of the Company, as abeing ~~transaction by~~fair anand ~~issuer~~in ~~not~~the ~~involving~~best ~~public~~interests ~~offering~~of the Company and its shareholders.

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 March 26, 2026

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: March 25, 2026	JX Luxventure Group Inc.
Date: March 26, 2026	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

Filing Compare · JX Luxventure Group Inc.