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 August 2025

(Report No. 1)

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 August 1, 2025, the board of directors (the “Board”) of JX Luxventure Group Inc., a corporation duly organized under the laws of the Republic of Marshall Islands (the “Company”) and the shareholders of 52% of the total issued and outstanding capital stock of the Company, approved by written consent, and adopted Amendment No. 2 (the “Plan Amendment”) to the JX Luxventure Group Inc. New 2022 Equity Incentive Plan (the “2022 EIP”). The Plan Amendment will decrease the maximum number of shares of the Company’s common stock authorized for issuance under the 2022 EIP (the “Maximum Reserve”) from 25,000,000 shares to 10,000,000 shares of common stock. Recently, on May 7, 2025, the Company adopted Amendment #1 to the 2022 EIP, resulting in, among other things, increase in the Maximum Reserve from 1,000,000 shares to 25,000,000 shares. The Plan Amendment was adopted to decrease further dilution to existing shareholders of the Company, resulting from Amendment #1.

A copy of the Plan Amendment is filed as Exhibit 10.1 to this report on Form 6-K and incorporated hereto.

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.

2

ATTACHMENTS / EXHIBITS

AMENDMENT NO. 2 TO THE 2022 EIP