SCHEDULE: JX Luxventure Group Inc. Shareholder Filing Update
Beneficial Ownership Filing
Sun Lei amends Schedule 13D, reporting beneficial ownership of 2,600,523 shares, representing 29.02% of JX Luxventure Group Inc. common stock.
Summary
- Sun Lei has filed Amendment No. 7 to Schedule 13D, updating their beneficial ownership of JX Luxventure Group Inc. common stock.
- The filing reports a total of 2,600,523 shares beneficially owned, which constitutes 29.02% of the Issuer's outstanding common stock as of April 10, 2026.
- This ownership includes directly held shares, shares issuable upon conversion of Series A, Series C, and Series D Preferred Stock, and shares held by Happy Brilliance Limited.
- The reporting person's holdings have been adjusted to reflect a 1-for-10 reverse stock split effective April 26, 2023, a 1-for-4 reverse stock split effective December 27, 2024, and a 1-for-15 reverse stock split effective November 21, 2025.
- Recent transactions include the acquisition of 2,100,000 shares of Common Stock on April 10, 2026, in exchange for the cancellation of $6,270,600 owed by the Issuer to the Reporting Person.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this filing as neutral to slightly negative due to the multiple reverse stock splits, which often accompany financial challenges, despite the significant debt-for-equity conversion.
Positives
- Sun Lei maintains a significant stake in JX Luxventure Group Inc., indicating continued confidence or investment.
- The company has engaged in debt-for-equity exchanges, reducing outstanding liabilities by $6,270,600 through the issuance of 2,100,000 shares on April 10, 2026.
- The reporting person's ownership percentage of 29.02% suggests a substantial influence or interest in the company's direction.
Negatives
- The company has undergone multiple reverse stock splits (1-for-10, 1-for-4, 1-for-15), which can sometimes indicate underlying financial challenges or a strategy to boost per-share price.
- The significant amount of debt being converted into equity ($6,270,600) suggests the company may have had liquidity issues or relied on significant advances from this shareholder.
Risks
- The company's reliance on reverse stock splits could be a signal of ongoing financial difficulties or a strategy to avoid delisting.
- The substantial debt conversion into equity may dilute existing shareholders if not accompanied by significant operational improvements or growth.
Future Outlook
The filing does not contain specific forward-looking statements or guidance. The primary focus is on reporting current beneficial ownership and recent transactions related to debt conversion.
Industry Context
StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant changes in beneficial ownership, especially for companies that have undergone multiple reverse stock splits, which can sometimes signal financial distress or efforts to maintain exchange listing requirements.
Related Party Transactions
- The acquisition of 2,100,000 shares of Common Stock on April 10, 2026, by Sun Lei from JX Luxventure Group Inc. in exchange for the cancellation of $6,270,600 owed by the Issuer to Sun Lei represents a significant related party transaction involving debt settlement.
Stakeholder Impact
- Shareholders: Potential dilution from the conversion of debt into equity, though it also reduces the company's liabilities.
- Creditors: The cancellation of debt owed to Sun Lei may impact the company's overall debt structure and future borrowing capacity.
- Management: The significant stake held by Sun Lei may influence corporate strategy and decision-making.
Next Steps
- Monitor future filings by Sun Lei for any further changes in beneficial ownership.
- Observe JX Luxventure Group Inc.'s operational and financial performance following the debt-for-equity conversions.
Key Dates
| Date | Description |
|---|---|
| 2020-12-09 | Acquisition of 389 shares of Common Stock under Stock Purchase Agreement and acquisition of 350 shares of Common Stock by Happy Brilliance Limited under Share Exchange Agreement. |
| 2021-06-22 | Employment agreement between the Issuer and the Reporting Person dated. |
| 2021-09-01 | Issuance of 333 shares of Common Stock to Reporting Person as compensation and purchase of 150,000 shares of Series C Convertible Preferred Stock. |
| 2021-10-21 | Initial Schedule 13D filing. |
| 2022-05-22 | Receipt of 1,667 shares of Common Stock as compensation. |
| 2022-06-06 | Filing of Amendment No. 1 to Schedule 13D. |
| 2023-03-28 | Acquisition of 2,533 shares of Common Stock, 1,240,000 shares of Series A Convertible Preferred Stock, and 80,000 shares of Series D Convertible Preferred Stock in privately negotiated transactions. |
| 2023-03-30 | Filing of Amendment No. 2 to Schedule 13D. |
| 2023-04-26 | Effective date of 1-for-10 reverse stock split. |
| 2023-05-03 | Filing of Amendment No. 3 to Schedule 13D. |
| 2025-07-14 | Acquisition of 33,337 shares of Common Stock in exchange for cancellation of $510,000 owed by the Issuer. |
| 2025-07-21 | Filing of Amendment No. 4 to Schedule 13D. |
| 2025-09-25 | Acquisition of 156,863 shares of Common Stock in exchange for cancellation of $2,000,000 owed by the Issuer. |
| 2025-09-29 | Filing of Amendment No. 5 to Schedule 13D. |
| 2025-11-21 | Effective date of 1-for-15 reverse stock split. |
| 2026-01-02 | Acquisition of 300,000 shares of Common Stock in exchange for cancellation of $1,470,000 owed by the Issuer. |
| 2026-01-06 | Filing of Amendment No. 6 to Schedule 13D. |
| 2026-04-10 | Issuer issued 2,100,000 shares of Common Stock to Reporting Person in exchange for cancellation of $6,270,600 owed by the Issuer. Date of Event Which Requires Filing of This Statement. |
| 2026-04-14 | Signature date for Amendment No. 7. |
| 2026-04-10 | Outstanding shares of Common Stock of the Issuer as disclosed in Form 6-K. |
Keywords
JX Luxventure Group Inc., Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock, Reverse Stock Split, Debt Exchange, Shareholder Filing, SEC Filing
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