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 ~~September~~November 2025

(Report #3)

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~~November ~~reported~~5, by2025, JX Luxventure Group Inc., ~~a corporation duly organized under the laws of the Republic of Marshall Islands~~ (the “Company”), ~~on September~~announced 3,our ~~2025,~~unaudited ~~the~~financial ~~Company~~results ~~entered~~for ~~into~~6 amonths ~~debt~~ended ~~exchange~~on ~~agreement~~June ~~(the “Debt Exchange Agreement”) with Sun Lei~~30, ~~the~~2025. The Company’s ~~Chief~~unaudited ~~Executive~~interim ~~Officer,~~condensed ~~Interim~~financial ~~Chief~~statements ~~Financial~~for ~~Officer and~~ the ~~Co-Chairperson~~six ofmonths ~~the~~ended ~~board~~June of30, ~~directors~~2025 ofand ~~the~~2024 ~~Company,~~are ~~pursuant~~set ~~to which~~forth Msbelow. ~~Lei~~On ~~agreed~~November ~~to cancel $2~~5,~~000~~ 2025,~~000~~ (the ~~“Loan~~Company ~~Cancellation~~issued ~~Amount”) representing~~ a ~~portion~~press ofrelease ~~the total outstanding amount~~ of ~~her loans to~~ the ~~Company,~~6 inmonths ~~exchange~~report ~~for~~furnished ~~the~~herewith ~~issuance of shares of the Company’s common stock at the price equal to the closing price per share,~~ as ~~reported~~Exhibit ~~on The Nasdaq Capital Market on the trading day immediately prior to the closing~~99.1.

On September 25, 2025, at the closing of the Debt Exchange Agreement, upon cancellation of the Loan Cancellation Amount by Ms. Lei, the Company issued to her an aggregate of 2,352,941 shares of common stock (the “Exchange Shares”) at the purchase price of $0.85 per share, the closing price per share of the Company’s common stock on September 24, 2025, as reported by The Nasdaq Capital Market. The Exchange Shares were issued in reliance upon exemptions 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 (“SEC”) thereunder, as a transaction by an issuer not involving public offering.

	As of
	June 30, 2025 USD			December 31, 2024 USD
Non-current assets
Property, plant and equipment-net		1,953,137			2,128,316
Intangible assets		13,798,258			15,933,010
Right of use assets		8,111			11,868
		15,759,506			18,073,194
Current assets
Trade receivables		26			102
Other receivables and prepayments		15,532,558			10,429,962
Cash and cash equivalents		225,489			1,184,456
		15,758,073			11,614,520
Total assets		31,517,579			29,687,714

Current liabilities
Short term bank loan		1,506,973			1,643,993
Note payable – related party		2,120,000			-
Trade and other payables		1,850,572			2,612,191
Income tax payable		733,656			733,666
Due to related parties		1,330,561			3,783,415
Advance from customer		3,873			-
Lease liabilities – current portion		7,577			7,477
		7,553,212			8,780,742
Non-current liabilities
Lease liabilities – non-current portion		641			4,463
Total non-current liabilities		641			4,463
Total liabilities		7,553,853			8,785,205

Equity
Share capital		524			225
Series A equity interest with preferential rights		1,240,000			1,240,000
Series C equity interest with preferential rights		1,500,000			1,500,000
Series D equity interest with preferential rights		3,120,000			3,120,000
Series E equity interest with preferential rights		-			2,152,500
Series F equity interest with preferential rights		1,140,000			-
Share premium		81,352,093			78,959,892
Other reserve		6,269,108			6,269,108
Accumulated deficit		(69,615,782	)		(71,333,904	)
Foreign currency translation reserve		(1,042,177	)		(1,005,285	)
Shareholders’ equity		23,963,766			20,902,536

Non-controlling interests		(40	)		(27	)
Total equity		23,963,726			20,902,509
Total liabilities and equity		31,517,579			29,687,714

In addition, on September 23, 2025, the Company issued an aggregate of 750,000 shares of its common stock to six (6) shareholders of Series F Convertible Preferred Stock upon conversion, in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, dated May 23, 2025, previously disclosed by the Company in its current report on Form 6-K dated May 30, 2025. These shares were issued in reliance upon exemptions from registration requirements under Section 4(a)(2) of the Securities Act and/or Regulation S, promulgated by the SEC thereunder.

As of the date of this report, the Company has 18,093,942 shares of common stock outstanding, including an aggregate of 8,500,000 shares of Common Stock issued by the Company under the S-8 Registration Statement on Form S-8 (File No. 333-287591), dated May 27, 2025.

	For the six months ended
	June 30, 2025 USD			June 30, 2024 USD

Revenue		25,178,767			28,183,431
Cost of sales		(20,702,206	)		(23,831,263	)
Gross profit		4,476,561			4,352,168

Other income		2,291			87,626
Other losses		(28,460	)		(504	)
Distribution and selling expenses		(1,731,061	)		(1,084	)
Administrative expenses		(981,106	)		(1,539,455	)
Profit from operations		1,738,225			2,898,751

Finance costs		(20,115	)		(2,133	)

Profit before tax		1,718,110			2,896,618

Income tax expense		-			-

Profit for the period		1,718,110			2,896,618

Non-controlling interest		12			-
Profit attributed to shareholders		1,718,122			2,896,618
Other comprehensive loss
- currency translation differences		(36,892	)		(538,553	)
Total comprehensive income for the period		1,681,230			2,358,065

Profit per share of common stock attributable to the Company
- Basic		0.47			1.91
- Diluted		0.33			1.82
Weighted average shares outstanding:
- Basic		3,663,880			1,515,809
- Diluted		5,164,630			1,591,559

	For the six months ended
	June 30, 2025 USD			June 30, 2024 USD
OPERATING ACTIVITIES
Profit for the period		1,718,110			2,896,618
Adjustments for:
Finance cost		20,115			2,133
Interest income		(56	)		(348	)
Depreciation of property, plant and equipment & investment property		130,981			735
Amortization of intangible assets		2,148,305			511,495
Amortization of right of use assets		18,682			-
Loss on disposal of property, plant and equipment		28,460			-
Operating cash flows before movements in working capital		3,902,183			3,410,633

(Increase)/Decrease in trade and other receivables		(5,137,245	)		9,018,078
Decrease in trade and other payables		(773,310	)		(1,959,507	)
Increase/(Decrease) in income tax payable		11,770			(3,038	)
NET CASH (USED IN)/FROM OPERATING ACTIVITIES		(1,834,188	)		10,466,166

INVESTING ACTIVITIES
Interest received		56			348
Proceeds on disposal of property, plant and equipment		19,028			-
Purchase of property, plant and equipment		-			(87,215	)
Purchase of intangible assets		-			(11,822,592	)
NET CASH FROM/(USED IN) INVESTING ACTIVITIES		19,084			(11,909,459	)

FINANCING ACTIVITIES
Proceeds on new bank loans		1,516,696			623,701
Repayment of bank loans		(1,654,578	)		-
Interest paid		(20,115	)		(2,133	)
Advance from related party		1,049,998			1,332,034
Repayment of lease liability		(18,645	)		-
NET CASH FROM FINANCING ACTIVITIES		873,356			1,953,602

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(941,748	)		510,309
Effects of foreign currency translation		(17,219	)		(40,569	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1,184,456			407,311
CASH AND CASH EQUIVALENTS AT END OF PERIOD		225,489			877,051

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release

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: September 29, 2025	JX Luxventure Group Inc.
Date: November 5, 2025	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

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