JXJT JX Luxventure Ltd

 

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 January 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 December 19, 2024, the board of directors (the “Board”) of JX Luxventure Limited, a company organized under the laws of the Republic of the Marshall Islands (the “Company”), approved by unanimous written consent, and holders of a majority (the “Majority Shareholders”) of the Company’s outstanding common stock, $0.0001 par value per share (the “Common Stock”), approved, by written consent, in lieu of a meeting (a) a reverse stock split of the Company’s issued and outstanding shares of Common Stock of the Company at a ratio of 1-for 4 (the “Reverse Stock Split”) and (b) an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Amendment”) to implement the Reverse Stock Split.

 

On December 20, 2024, the Board approved, by unanimous written consent, and the Majority Shareholders approved, by written consent, an updated form of the Amendment, to implement both the Reverse Stock Split and to change the name of the Company from “JX Luxventure Limited” to “JX Luxventure Group Inc.” (the “Name Change”).

 

On December 27, 2024 the Company filed the Amendment with the Registrar or Deputy Registrar of Corporations in the Marshall Islands, implementing the Reverse Stock Split and the Name Change. The Amendment became effective upon filing. A copy of the Amendment is filed as Exhibit 3.1 to this Report.

 

Upon the opening of the market on January 8, 2025, the Company’s Common Stock will begin trading on the Nasdaq Capital Market (“Nasdaq”) under its new name, JX Luxventure Group Inc., and on a one-for-four (1-for-4) post-split basis under the recently effected symbol “JXG” and with a new CUSIP number.

 

The Reverse Stock Split is intended by the Company to continue its compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).

 

As a result of the Reverse Stock Split, every four (4) shares of the Company’s Common Stock then issued and outstanding will automatically, and without any action of the Company or any holder thereof, be combined, converted, and changed into one (1) validly issued and non-assessable share of Common Stock without any change of the par value per share or the total authorized number of shares of capital stock the Company is authorized to issue. No fractional shares will be issued to any shareholder, and in lieu of issuing any such fractional shares, the fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock.

 

Except for minimum adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split will not have any dilutive effect on our shareholders.

 

Exhibits

 

The following exhibit is included in this Report on form 6-K:

 

Exhibit No.		Description of Exhibit
3.1		Articles of Amendment to the Amended and Restated Articles of Incorporation filed by the Registrant on December 27, 2024

  

 

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: January 6, 2025	JX Luxventure Group Inc.
	By:	/s/ Sun Lei
		Sun Lei
		Chief Executive Officer

 

 

2

Exhibit 3.1

 

ARTICLES OF AMENDMENT   OF   JX Luxventure Limited Reg. No. 52900

 

	REPUBLIC OF THE MARSHALL ISLANDS
	REGISTRAR OF CORPORATIONS
	DUPLICATE COPY
	The original of this Document was filed in
	accordance with Section 5 of the
NON RESIDENT	Business Corporations Act on

  

December 27, 2024     /s/ Peggy Yeung   Peggy Yeung Deputy Registrar

 

 

ARTICLES OF AMENDMENT

TO THE AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

JX LUXVENTURE LIMITED

PURSUANT TO SECTION 90 OF THE MARSHALL ISLANDS BUSINESS

CORPORATIONS ACT

 

The undersigned, Sun Lei, the Chief Executive Officer of JX Luxventure Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended (“BCA”), hereby certifies that:

 

1. The name of the Corporation is JX Luxventure Limited.

 

2. The Articles of Incorporation of the Corporation were filed with the Registrar of Corporations on January 26, 2012. The Articles of Incorporation were amended by Articles of Amendment filed on March 22, 2012; were subsequently amended and restated in their entirety on October 30, 2012, and were further amended on October 31, 2014, February 3, 2017, June 21, 2021, October 4, 2021 and April 25, 2023 (the “Restated Articles”).

 

3. Article I of the Restated Articles shall hereby be deleted and replaced in its entirety with the following:

 

“The name of the Corporation is “JX Luxventure Group Inc.”

 

4. Section 5 of Article IV of the Restated Articles shall hereby be deleted and replaced in its entirety, stating the following:

 

“Effective upon the filing of these Articles of Amendment (the “Effective Time”), every four (4) shares of the Corporation’s Common Stock then issued and outstanding shall automatically, and without any action of the Corporation or any holder thereof, be combined, converted, and changed into one (1) validly issued and non-assessable share of Common Stock without any change of the par value per share or the total authorized number of shares of capital stock the Corporation is authorized to issue. No fractional shares shall be issued, and in lieu of issuing any such fractional shares, shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock, and shareholders who would otherwise be entitled to receive fractional shares will instead receive a whole share of Common Stock.”

 

5. All other provisions of the Restated Articles shall remain unchanged.

 

 

6. These Articles of Amendment to the Restated Articles were approved on December 20, 2024, by the resolutions of the Board of Directors, acting by unanimous written consent and by written consent of holders of a majority of voting capital stock of the Corporation, in lieu of a meeting, in accordance with Section 67(1) of BCA and the Restated Articles.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on this 24 day of December, 2024.

 

	/s/ Sun Lei
	Sun Lei
	Chief Executive Officer

 

 

4

 

---