JX Luxventure Group Inc 6-K, filed Sep 22, 2026
JX Luxventure Group Inc. (JXG)
About this 6-K
JX Luxventure Group Inc filed this 6-K on September 22, 2026.
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 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 ☐
On September 21, 2026, the board of directors (the “Board”) of JX Luxventure Group Inc., a Republic of the Marshall Islands corporation (the “Company”), acting by unanimous consent, and the holders of 7,554,888 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Company, together with the holder of all of the shares of Series A, C and D Convertible Preferred Stock, voting on as-converted basis, representing approximately 63% of the total issued and outstanding capital stock of the Company entitled to vote therein, acting by written consent, approved and authorized an amendment to the 2026 Equity Incentive Plan of the Company (“Amendment #1). Pursuant to the terms of Amendment #1, the maximum number of shares of Common Stock reserved for issuance under the 2026 Equity Incentive Plan will increase from 4,500,000 shares of Common Stock to 9,300,000 shares of Common Stock.
A copy of Amendment #1 is filed as Exhibit 10.1 to this report on Form 6-K and incorporated hereto.
EXHIBIT LIST
| Exhibit No. | Description | |
| 10.1 | Amendment #1 to the 2026 Equity Incentive Plan of the Company |
1
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 22, 2026 | JX Luxventure Group Inc. | |
| By: | /s/ Sun Lei | |
| Sun Lei | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT
#1 TO
2026 EQUITY INCENTIVE PLAN OF
JX Luxventure GROUP INC.
This Amendment #1 (“Amendment #1”) to the 2026 Equity Incentive Plan (the “2026 Plan”) of JX Luxventure Group Inc. is entered into as of September 21, 2026, by JX Luxventure Group Inc., a non-resident domestic corporation incorporated in the Republic of the Marshall Islands (the “Company”). All capitalized terms used and not defined herein shall have the meanings given to such terms in the 2026 Plan.
RECITALS
A. The Company adopted the 2026 Plan on January 5, 2026, which authorized for issuance up to four million five hundred thousand (4,500,000) shares of common stock, $0.0001 par value per share (the “Common Stock”).
B. On September 21, 2026, the Board of Directors and the holders of majority of the outstanding capital stock of the Company (the “Majority Shareholders”), approved Amendment #1, to increase the maximum aggregate number of Shares authorized for issuance under the 2026 Plan from 4,500,000 shares of Common Stocks to 9,300,000 shares of Common Stock.
Pursuant to the authority contained in Sections 20(a) and 20(b) of the 2026 Plan, the Company now desires to amend the 2026 Plan as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in the 2026 Plan, the Company agrees as follows:
1. Section 3(a) of the 2026 Plan is deleted in its entirety and the following is substituted in lieu thereof:
“Shares Subject to the 2026 Plan. Subject to the provisions of Section 13, the maximum aggregate number of Shares authorized for issuance under the 2026 Plan shall be nine million three hundred thousand (9,300,000), subject to adjustment for any decrease or increase in the number of Shares resulting from a stock split, reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend on the Common Stock or any other decrease in the number of such Shares effected without receipt of consideration by the Company.”
2. Except to the extent expressly amended or modified in this Amendment #1, the 2026 Plan shall remain in full force and effect as initially adopted.
IN WITNESS WHEREOF, the undersigned has executed this Amendment #1 as of the day and year first above written.
| JX LUXVENTURE GROUP INC. | ||
| By: | /s/ Sun Lei | |
| Sun Lei | ||
| Chief Executive Officer | ||