Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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JX Luxventure Group Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
Y46002401 (CUSIP Number) |
Huidan Li 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) |
03/25/2026 (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
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| CUSIP No. | Y46002401 |
| 1 |
Name of reporting person
Huidan Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
685,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.56 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The percentage is based on 7,176,831 shares of common stock, $0.0001 par value per share (the "Common Stock") of the Issuer outstanding as of March 26, 2026. The share information of Common Stock in this Schedule 13D has 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, a 1-for-4 reverse stock split of the Issuer's Common Stock, effective as of December 27, 2024 and a 1-for-15 reverse stock split of the Issuer's Common Stock, effective as of November 21, 2025 (the "Reverse Stock Splits").
SCHEDULE 13D
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| 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 2. | Identity and Background |
| (a) | Huidan Li (the "Reporting Person") |
| (b) | The business address of the Reporting Person is 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, PRC. |
| (c) | The Reporting Person is the Co-Chair of the board of directors, and a director of the Issuer. |
| (d) | No |
| (e) | No |
| (f) | People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
(a) On September 1, 2021, the Reporting Person received 333 shares of Common Stock under the Company's 2018 Equity Incentive Plan, and on May 4, 2022, the Reporting Person received 167 shares of Common Stock under the Company's 2022 Equity Incentive Plan. The Issuer granted these shares to the Reporting Person as compensation for services as director and officer of the Issuer. (b) On January 3, 2026, the Issuer granted 35,000 shares of Common Stock to the Reporting Person as compensation for services as director and officer of the Issuer. (c) On March 6, 2026, the Reporting Person acquired 650,307 shares of Common Stock from the Issuer in exchange for cancellation of $2,120,000 by the Reporting Person, representing the total outstanding amount due by the Issuer to the Reporting Person under that certain promissory note dated April 21, 2025. | |
| Item 4. | Purpose of Transaction |
On March 6, 2026, the Reporting Person and the Issuer entered into a debt exchange agreement, pursuant to which on March 26, 2026, the Issuer issued to the Reporting Person 650,307 shares of Common Stock, at the price of $3.23 per share, in exchange for the cancellation of $2,120,000 by the Reporting Person, representing the total outstanding amount due by the Issuer to the Reporting Person under that certain promissory note dated April 21, 2025. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth on the cover page of this Schedule 13D is incorporated herein by reference. |
| (b) | The information set forth on the cover page of this Schedule 13D is incorporated herein by reference. |
| (c) | The information set forth on the cover page of this Schedule 13D is incorporated herein by reference. |
| (d) | The information set forth on the cover page of this Schedule 13D is incorporated herein by reference. |
| (e) | The information set forth on the cover page of this Schedule 13D is incorporated herein by reference. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 3 and 4 of this Schedule 13D is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| 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.
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