JX Luxventure Group Inc. filed a Form 6-K on November 9, 2026, disclosing that it entered into a second share exchange agreement with Dazzly Investment, Inc. and its shareholders on that same date.

Key Highlights

  • Additional stake acquired: The company agreed to purchase an additional 6,650 shares of Dazzly common stock, constituting 19% of Dazzly's total outstanding capital stock.
  • Consideration issued: The company will issue an aggregate of 4,970,000 shares of its common stock to Dazzly shareholders, with each shareholder receiving 710,000 shares.
  • Valuation basis: The Exchange Shares were valued at $7.52 per share, representing a 20% discount from the $9.40 closing price on November 6, 2026, as reported by the Nasdaq Capital Market.
  • Approximate ownership impact: The 4,970,000 Exchange Shares constitute approximately 29% of the company's outstanding common stock, according to the filing.
  • Prior transaction context: On May 20, 2026, the company had already acquired 3,500 shares, equal to 10% of Dazzly, in exchange for 2,783,046 shares of the company's common stock.
  • Dazzly's business: Dazzly, through its wholly-owned Hong Kong subsidiary Lang Hui Trade Limited, operates as a B2B pharmaceutical distributor and wholesaler in the Hong Kong pharmaceutical supply chain.
  • Exemption relied upon: The company intends to issue the Exchange Shares in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S.

JX Luxventure Expands Dazzly Stake Via Second Share Exchange Agreement

According to the filing, JX Luxventure Group Inc. (NASDAQ:JXG), a Marshall Islands corporation headquartered in Haikou City, Hainan Province, China, entered into a second share exchange agreement on November 9, 2026, with Dazzly Investment, Inc. and all of Dazzly's shareholders. The agreement calls for the company to acquire an additional 6,650 shares of Dazzly's common stock (par value $0.01 per share), equal to 19% of Dazzly's total outstanding capital stock, on a pro rata basis, with each Dazzly shareholder selling 950 shares to the company.

In consideration for those shares, the filing states that JX Luxventure will issue an aggregate of 4,970,000 shares of its own common stock (par value $0.0001 per share), with each Dazzly shareholder receiving 710,000 shares. These Exchange Shares were valued at $7.52 per share, described in the filing as a 20% discount from the $9.40 closing price on November 6, 2026. The 4,970,000 shares are said to constitute approximately 29% of the company's outstanding common stock.

The filing notes that closing is subject to several conditions, including accuracy of representations and warranties, compliance with pre-closing obligations in all material respects, and submission of a Listing of Additional Shares notification to the Nasdaq Capital Market at least 15 calendar days before the Exchange Shares are issued. The Second Share Exchange Agreement and the Exchange Shares were reported as approved by the board of directors of each of Dazzly and the company, the Seller Shareholders, and the holders of a majority of the company's capital stock, "as being fair and in the best interests of the Company and its shareholders."

What Was Disclosed

JX Luxventure Group Inc. disclosed a second share exchange agreement with Dazzly Investment, Inc., covering 6,650 additional Dazzly shares (19% of Dazzly) in exchange for 4,970,000 newly issued JX Luxventure shares valued at $7.52 each, subject to specified closing conditions.