SCHEDULE: Sun Lei Boosts JX Luxventure Stake to 16.55% via Debt-to-Equity

Sun Lei increased beneficial ownership in JX Luxventure Group Inc. to 16.55% through recent debt-to-equity conversions and preferred stock acquisitions.

Summary

• Sun Lei, the reporting person, now beneficially owns 3,007,819 shares of JX Luxventure Group Inc. common stock.
• This represents 16.55% of the Issuer's common stock, based on 18,093,942 shares outstanding as of September 29, 2025.
• The latest significant acquisition on September 25, 2025, involved 2,352,941 shares of common stock in exchange for the cancellation of $2,000,000 of debt owed by the Issuer to Sun Lei, at a price of $0.85 per share.
• Another acquisition on July 14, 2025, involved 500,049 shares for the cancellation of $510,000 in debt.
• Previous acquisitions included purchases of common stock and convertible preferred stock (Series A, C, and D) for cash, as well as shares received as compensation.
• All share and per-share information has been retroactively adjusted to reflect a 1-for-10 reverse stock split effective April 26, 2023, and a 1-for-4 reverse stock split effective December 27, 2024.

Sentiment

Score: 6

Explanation: The increased insider ownership by Sun Lei is a positive signal of confidence. However, the reliance on debt-to-equity conversions and a history of reverse stock splits suggest underlying financial challenges for the company, balancing the overall sentiment to moderately positive.

Positives

• Increased insider ownership by Sun Lei, signaling confidence in the company's future.
• Reduction of the Issuer's outstanding debt by $2,510,000 through debt-to-equity conversions, improving the company's balance sheet.
• The conversion price of $0.85 per share for the latest debt exchange was at the closing price on Nasdaq, indicating a market-aligned valuation for the transaction.

Negatives

• The reliance on debt-to-equity conversions suggests potential liquidity challenges or difficulty for JX Luxventure Group Inc. in repaying its obligations in cash.
• The issuance of new shares for debt cancellation results in dilution for existing common stockholders.
• Multiple reverse stock splits (1-for-10 and 1-for-4) often indicate a company's struggle to maintain its stock price above exchange minimums, which can be a negative signal.

Risks

• The company's financial health may be strained, as evidenced by the need to convert debt into equity rather than repaying it in cash.
• Future dilution risk for existing shareholders if more debt-to-equity conversions or capital raises are necessary.
• The history of reverse stock splits indicates potential challenges in maintaining market capitalization and stock price stability.

Future Outlook

The filing is an amendment to a Schedule 13D and does not contain any forward-looking statements or guidance regarding the Issuer's future performance or strategic direction.

Industry Context

This filing is a specific disclosure of a significant shareholder's beneficial ownership changes and debt restructuring activities within JX Luxventure Group Inc. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The debt-to-equity conversions on July 14, 2025, and September 25, 2025, involved the Issuer and Sun Lei, a significant beneficial owner, effectively converting debt owed to a related party into equity.
• Previous acquisitions of common stock and convertible preferred stock by Sun Lei also represent transactions with a significant shareholder.

Stakeholder Impact

• Shareholders: Experience dilution from the issuance of new shares for debt conversion but benefit from the reduction of company debt. Increased insider ownership may be viewed positively.
• Creditors: Sun Lei, as a creditor, had a portion of the debt owed to her converted into equity, reducing the company's liabilities. Other creditors might view the debt reduction positively.

Key Dates

Recommendation

The significant increase in beneficial ownership by Sun Lei, particularly through debt-to-equity conversions, presents a mixed signal. While increased insider stake can indicate confidence, the method of debt conversion suggests the company may be facing liquidity issues, which could be a concern. The history of multiple reverse stock splits also points to underlying challenges. Investors should hold to observe how the company's financial health evolves and if these strategic moves lead to sustainable growth or further financial strain.

Keywords

JX Luxventure Group Inc., Sun Lei, Schedule 13D, Beneficial Ownership, Debt-to-Equity Conversion, Common Stock, Preferred Stock, Reverse Stock Split, Insider Ownership, Shareholder Update