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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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JX Luxventure Group Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Huidan Li Bin Hai Da Dao No. 270 Lang Qin Wan Guo,, Ji Du Jia Cun Zong He Lou Xiu Ying Dist Haikou City, Hainan Province, F4, 570100 (86) 595 8889 6198 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Huidan Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
935,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
JX Luxventure Group Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Bin Hai Da Dao No. 270 Lang Qin Wan Guo, Ji Du Jia Cun Zong He Lou Xiu Ying Dist, Haikou City, Hainan Province,
CHINA
, 570100. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the shares of common stock, $0.0001 par value (the "Common Stock"), of JX Luxventure Group Inc., a corporation organized under the laws of the Republic of Marshall Islands (the "Issuer") and amends the initial statement on Schedule 13D filed by the Reporting Person on March 27, 2026 ("Schedule 13D"). Except as specifically provided herein, Amendment No. 1 does not modify any of the information previously reported in Schedule 13D. The share and per share information of Common Stock in Amendment No. 1 reflects the Reverse Stock Splits. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
(a) On September 1, 2021, the Issuer granted 333 shares of Common Stock to the Reporting Person under the Issuer's 2018 Equity Incentive Plan as compensation for services as director and officer of the Issuer.
(b) On May 4, 2022, the Issuer granted 167 shares of Common Stock to the Reporting Person under the Issuer's 2022 Equity Incentive Plan as compensation for services as director and officer of the Issuer.
(b) On January 3, 2026, the Issuer granted 35,000 shares of Common Stock to the Reporting Person as compensation for services as director and officer of the Issuer.
(c) On March 6, 2026, the Reporting Person acquired 650,307 shares of Common Stock from the Issuer in exchange for cancellation of $2,120,000 by the Reporting Person, representing the total outstanding amount due by the Issuer to the Reporting Person under that certain promissory note dated April 21, 2025.
(d) On October 15, 2026, the Issuer granted 250,000 shares of Common Stock to the Reporting Person under the Issuer's 2026 Equity Incentive Plan, as amended by Amendment #1, as compensation for his services as director and officer of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover page of this Amendment No. 1 is incorporated herein by reference. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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