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 July 2025

(Report No. 2)

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 July 1427, 2025, ~~JX Luxventure~~Jin ~~Group~~Xuan ~~Inc., a corporation duly organized under the laws of the Republic of Marshall Islands~~ (~~the “Company”~~Hainan), ~~entered~~Holding ~~into a~~Co., ~~debt exchange agreement~~ Ltd. (~~the~~ “~~Debt~~JX ~~Exchange Agreement~~Hainan”) ~~with Sun Lei~~, ~~the~~a ~~Company’s Chief Executive Officer, Interim Chief Financial Officer and the Co~~wholly-~~Chairperson~~owned ofsubsidiary ~~the board~~ of ~~directors~~JX ofLuxventure ~~the~~Group ~~Company~~Inc. Ms. Lei has continuously made advances to the Company in the form of unsecured loans, due on demand, and as of the date of the Debt Exchange Agreement, the total outstanding amount of these loans was approximately $5,000,000 (the “~~Total Outstanding Amount~~Company”)., entered into ~~Pursuant~~a to2025 ~~the~~Strategic ~~Debt~~Cooperation ~~Exchange~~Framework Agreement, ~~Ms. Lei agreed to cancel $510,000~~ (the “~~Loan Cancellation Amount~~Agreement”) ofwith ~~the~~Qingxiang ~~Total~~(Hainan) ~~Outstanding~~Cross-Border ~~Amount~~E-Commerce ~~in exchange for shares of the Company’s common stock~~Co., $0 Ltd.~~0001~~ ~~par value per share~~ (~~the~~ “~~Common Stock~~HCBEC”). atPursuant ~~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. At the closing of the Debt Exchange~~ Agreement, HCBEC ~~which~~will ~~occurred~~commit ~~on the same date, the Company issued~~ to ~~Ms.~~purchasing ~~Lei 500,049 shares~~ of ~~its~~not ~~Common~~less ~~Stock~~than ~~(the “Exchange Shares”), at the conversion price of~~ $~~1.0199 per share~~15, ~~the closing price of the Company’s Common Stock on July 11~~000,000 ~~2025, as reported on The Nasdaq Capital Market,~~ in ~~full satisfaction of the Loan Cancellation Amount. As of the~~cross-border ~~result~~products supplied ofby ~~the~~JX ~~issuance~~Hainan, ofencompassing ~~the~~duty-free ~~Exchange Shares~~skincare, ~~Ms.~~health ~~Lei holds 568~~supplements,~~049~~ ~~shares~~and oflifestyle ~~the~~goods. ~~Company’s~~An ~~Common~~English ~~Stock, constituting approximately~~translation ~~9.89%~~ of the ~~Company’s~~Agreement ~~total~~is ~~issued~~filed ~~and~~herewith ~~outstanding~~as ~~Common~~Exhibit ~~Stock~~10.1.

~~The~~On ~~issuance~~July of29, ~~the~~2025, ~~Exchange~~the ~~Shares~~Company ~~described~~issued ~~above was exempt from registration under Section 3(~~a~~)(9)~~ ofpress ~~the~~release ~~Securities~~with ~~Act~~respect ofto ~~1933, as amended (~~the ~~“Securities Act”)~~Agreement, ~~and/or~~which ~~Regulation~~is Sfurnished ~~promulgated~~herewith ~~by the Securities and Exchange Commission thereunder,~~ as aExhibit ~~transaction by an issuer not involving public offering~~99.1.

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 July 14, 2025

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: July 17, 2025	JX Luxventure Group Inc.
Date: July 29, 2025	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Sun Lei Chief Executive Officer
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		2025 Strategic Cooperation Framework Agreement
99.1		Press Release

Filing Compare · JX Luxventure Group Inc.