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 November 2025
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 November 5, 2025, JX Luxventure Group Inc. (the “Company”) announced our unaudited financial results for 6 months ended on June 30, 2025. The Company’s unaudited interim condensed financial statements for the six months ended June 30, 2025 and 2024 are set forth below. On November 5, 2025, the Company issued a press release of the 6 months report furnished herewith as Exhibit 99.1.
| As of | ||||||||
June 30, USD | December 31, USD | |||||||
| Non-current assets | ||||||||
| Property, plant and equipment-net | 1,953,137 | 2,128,316 | ||||||
| Intangible assets | 13,798,258 | 15,933,010 | ||||||
| Right of use assets | 8,111 | 11,868 | ||||||
| 15,759,506 | 18,073,194 | |||||||
| Current assets | ||||||||
| Trade receivables | 26 | 102 | ||||||
| Other receivables and prepayments | 15,532,558 | 10,429,962 | ||||||
| Cash and cash equivalents | 225,489 | 1,184,456 | ||||||
| 15,758,073 | 11,614,520 | |||||||
| Total assets | 31,517,579 | 29,687,714 | ||||||
| Current liabilities | ||||||||
| Short term bank loan | 1,506,973 | 1,643,993 | ||||||
| Note payable – related party | 2,120,000 | - | ||||||
| Trade and other payables | 1,850,572 | 2,612,191 | ||||||
| Income tax payable | 733,656 | 733,666 | ||||||
| Due to related parties | 1,330,561 | 3,783,415 | ||||||
| Advance from customer | 3,873 | - | ||||||
| Lease liabilities – current portion | 7,577 | 7,477 | ||||||
| 7,553,212 | 8,780,742 | |||||||
| Non-current liabilities | ||||||||
| Lease liabilities – non-current portion | 641 | 4,463 | ||||||
| Total non-current liabilities | 641 | 4,463 | ||||||
| Total liabilities | 7,553,853 | 8,785,205 | ||||||
| Equity | ||||||||
| Share capital | 524 | 225 | ||||||
| Series A equity interest with preferential rights | 1,240,000 | 1,240,000 | ||||||
| Series C equity interest with preferential rights | 1,500,000 | 1,500,000 | ||||||
| Series D equity interest with preferential rights | 3,120,000 | 3,120,000 | ||||||
| Series E equity interest with preferential rights | - | 2,152,500 | ||||||
| Series F equity interest with preferential rights | 1,140,000 | - | ||||||
| Share premium | 81,352,093 | 78,959,892 | ||||||
| Other reserve | 6,269,108 | 6,269,108 | ||||||
| Accumulated deficit | (69,615,782 | ) | (71,333,904 | ) | ||||
| Foreign currency translation reserve | (1,042,177 | ) | (1,005,285 | ) | ||||
| Shareholders’ equity | 23,963,766 | 20,902,536 | ||||||
| Non-controlling interests | (40 | ) | (27 | ) | ||||
| Total equity | 23,963,726 | 20,902,509 | ||||||
| Total liabilities and equity | 31,517,579 | 29,687,714 | ||||||
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| For the six months ended | ||||||||
June
30, 2025 | June
30, 2024 | |||||||
| Revenue | 25,178,767 | 28,183,431 | ||||||
| Cost of sales | (20,702,206 | ) | (23,831,263 | ) | ||||
| Gross profit | 4,476,561 | 4,352,168 | ||||||
| Other income | 2,291 | 87,626 | ||||||
| Other losses | (28,460 | ) | (504 | ) | ||||
| Distribution and selling expenses | (1,731,061 | ) | (1,084 | ) | ||||
| Administrative expenses | (981,106 | ) | (1,539,455 | ) | ||||
| Profit from operations | 1,738,225 | 2,898,751 | ||||||
| Finance costs | (20,115 | ) | (2,133 | ) | ||||
| Profit before tax | 1,718,110 | 2,896,618 | ||||||
| Income tax expense | - | - | ||||||
| Profit for the period | 1,718,110 | 2,896,618 | ||||||
| Non-controlling interest | 12 | - | ||||||
| Profit attributed to shareholders | 1,718,122 | 2,896,618 | ||||||
| Other comprehensive loss | ||||||||
| - currency translation differences | (36,892 | ) | (538,553 | ) | ||||
| Total comprehensive income for the period | 1,681,230 | 2,358,065 | ||||||
| Profit per share of common stock attributable to the Company | ||||||||
| - Basic | 0.47 | 1.91 | ||||||
| - Diluted | 0.33 | 1.82 | ||||||
| Weighted average shares outstanding: | ||||||||
| - Basic | 3,663,880 | 1,515,809 | ||||||
| - Diluted | 5,164,630 | 1,591,559 | ||||||
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| For the six months ended | ||||||||
June 30, USD | June 30, USD | |||||||
| OPERATING ACTIVITIES | ||||||||
| Profit for the period | 1,718,110 | 2,896,618 | ||||||
| Adjustments for: | ||||||||
| Finance cost | 20,115 | 2,133 | ||||||
| Interest income | (56 | ) | (348 | ) | ||||
| Depreciation of property, plant and equipment & investment property | 130,981 | 735 | ||||||
| Amortization of intangible assets | 2,148,305 | 511,495 | ||||||
| Amortization of right of use assets | 18,682 | - | ||||||
| Loss on disposal of property, plant and equipment | 28,460 | - | ||||||
| Operating cash flows before movements in working capital | 3,902,183 | 3,410,633 | ||||||
| (Increase)/Decrease in trade and other receivables | (5,137,245 | ) | 9,018,078 | |||||
| Decrease in trade and other payables | (773,310 | ) | (1,959,507 | ) | ||||
| Increase/(Decrease) in income tax payable | 11,770 | (3,038 | ) | |||||
| NET CASH (USED IN)/FROM OPERATING ACTIVITIES | (1,834,188 | ) | 10,466,166 | |||||
| INVESTING ACTIVITIES | ||||||||
| Interest received | 56 | 348 | ||||||
| Proceeds on disposal of property, plant and equipment | 19,028 | - | ||||||
| Purchase of property, plant and equipment | - | (87,215 | ) | |||||
| Purchase of intangible assets | - | (11,822,592 | ) | |||||
| NET CASH FROM/(USED IN) INVESTING ACTIVITIES | 19,084 | (11,909,459 | ) | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds on new bank loans | 1,516,696 | 623,701 | ||||||
| Repayment of bank loans | (1,654,578 | ) | - | |||||
| Interest paid | (20,115 | ) | (2,133 | ) | ||||
| Advance from related party | 1,049,998 | 1,332,034 | ||||||
| Repayment of lease liability | (18,645 | ) | - | |||||
| NET CASH FROM FINANCING ACTIVITIES | 873,356 | 1,953,602 | ||||||
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (941,748 | ) | 510,309 | |||||
| Effects of foreign currency translation | (17,219 | ) | (40,569 | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,184,456 | 407,311 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 225,489 | 877,051 | ||||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release |
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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.
| Date: November 5, 2025 | JX Luxventure Group Inc. | |
| By: | /s/ Sun Lei | |
| Sun Lei | ||
| Chief Executive Officer | ||
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