SCHEDULE: JX Luxventure Group Insider Sun Lei Boosts Stake to 10.37% Through Debt-to-Equity Conversion

Sentiment:

Beneficial Ownership Amendment 21 July 2025 8:36 AM

Sun Lei, a significant shareholder of JX Luxventure Group Inc., increased beneficial ownership to 10.37% by converting $510,000 of outstanding debt owed by the company into 500,049 common shares.

Capital raiseThe company issued 500,049 shares of common stock to Sun Lei in exchange for the cancellation of $510,000 in debt, effectively converting debt into equity.

Summary

Sun Lei's beneficial ownership in JX Luxventure Group Inc. increased to 654,878 shares, representing 10.37% of the outstanding common stock.
The increase is primarily due to a debt exchange agreement on July 14, 2025, where Sun Lei cancelled $510,000 of debt owed by the Issuer in exchange for 500,049 common shares.
The conversion price for these shares was $1.0199 per share, based on the closing price on July 11, 2025.
The total outstanding shares of the Issuer as of July 21, 2025, were 6,241,001.
All share figures in the filing are retroactively adjusted for a 1-for-10 reverse stock split effective April 26, 2023, and a 1-for-4 reverse stock split effective December 27, 2024.
Sun Lei's beneficial ownership includes direct holdings, shares held by Happy Brilliance Limited (100% owned by Sun Lei), and shares convertible from Series A, C, and D Preferred Stock.

Sentiment

Score: 6

Explanation: The debt-to-equity conversion reduces the company's liabilities and shows a significant shareholder's commitment, which are positive. However, it also results in share dilution, which can be a negative for existing shareholders. The overall sentiment is neutral to slightly positive due to debt reduction and insider confidence.

Positives

The company reduced its outstanding debt by $510,000 through a debt-to-equity conversion.
A significant shareholder, Sun Lei, demonstrated continued commitment and increased their stake in the company.

Negatives

The issuance of 500,049 new shares could result in dilution for existing shareholders.

Future Outlook

No specific forward-looking statements or guidance provided.

Industry Context

This filing details a specific capital structure change and ownership update for JX Luxventure Group Inc., rather than providing insights into broader industry trends or competitive landscape.

Related Party Transactions

The debt exchange agreement between the Issuer and Sun Lei, a significant shareholder, constitutes a related party transaction.

Stakeholder Impact

Shareholders: Potential dilution due to the issuance of new shares, but also a reduction in company debt.
Creditors: The specific creditor (Sun Lei) had a portion of their debt converted to equity.

Key Dates

Date	Description
2020-12-09	Reporting Person acquired 5,831 shares of Common Stock and Happy Brilliance Limited acquired 5,248 shares of Common Stock.
2021-09-01	Reporting Person received 5,000 shares as compensation and purchased 150,000 shares of Series C Convertible Preferred Stock.
2022-05-22	Reporting Person received 25,000 shares of Common Stock as compensation.
2023-03-28	Reporting Person acquired 38,000 shares of Common Stock, 1,240,000 shares of Series A Convertible Preferred Stock, and 80,000 shares of Series D Convertible Preferred Stock.
2023-04-26	Effective date of 1-for-10 reverse stock split.
2024-12-27	Effective date of 1-for-4 reverse stock split.
2025-07-11	Closing price of Common Stock ($1.0199) used for debt conversion.
2025-07-14	Date of event requiring filing; Reporting Person acquired 500,049 shares of Common Stock in exchange for debt cancellation.
2025-07-21	Date as of which 6,241,001 shares of Common Stock were outstanding.

Recommendation

hold

Keywords

JX Luxventure Group Inc., Sun Lei, Schedule 13D, Beneficial Ownership, Debt-to-Equity Conversion, Shareholder Stake, Common Stock, Reverse Stock Split, Preferred Stock, Corporate Finance, SEC Filing

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