[6-K] SIMPPLE LTD. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

SIMPPLE LTD. (SPPL) has filed a Form 6-K reporting that on 30 June 2025 it entered into Securities Purchase Agreements with ten investors for a private placement of 1,333,334 ordinary shares, generating gross proceeds of US$2,000,001 before expenses. The transaction closed the same day. The agreements contain customary representations, warranties and indemnification provisions, and a form of the agreement is included as Exhibit 99.1.

The capital raise provides additional liquidity but will increase the company’s outstanding share count, resulting in immediate dilution for existing shareholders. The filing does not specify the intended use of proceeds or any pricing premium/discount relative to the market.

Positive

• US$2,000,001 in gross proceeds increases liquidity and can support operations or growth initiatives.
• Customary legal safeguards (representations, warranties, indemnities) protect both the company and investors, indicating a standard, low-risk transaction structure.

Negative

• Dilution: issuance of 1,333,334 new ordinary shares immediately reduces existing shareholders’ ownership percentages.
• Lack of disclosed use of proceeds and pricing details limits investor ability to gauge strategic value or cost of capital.

Insights

Financial Analyst

TL;DR: US$2 M private placement adds cash but dilutes shareholders; impact modest without stated use of funds.

The company has secured US$2,000,001 through the sale of 1.33 million ordinary shares. While fresh capital strengthens liquidity, the raise is relatively small and no strategic deployment of proceeds is disclosed, limiting visibility on return potential. Because the transaction closed on the same day, execution risk is minimal. Absent pricing details, it is unclear whether the shares were issued at a premium or discount to market. Overall, the event is financially neutral: beneficial for cash reserves yet dilutive to equity holders.

Corporate Governance Specialist

TL;DR: Standard agreements with customary protections; limited disclosure lowers transparency, net neutral.

The Purchase Agreements incorporate typical reps, warranties and indemnifications, suggesting no unusual governance concerns. However, the filing omits the share pricing mechanism, lock-ups or investor rights, impeding a full assessment of shareholder impact. The board has acted within its authority, but the absence of detailed rationale for the raise may draw scrutiny from investors focused on dilution versus strategic benefit.

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2025

Commission File Number: 001-41798

SIMPPLE LTD.

(Registrant’s Name)

71 Ayer Rajah Crescent

#03-07

Singapore 139951

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement in June, 2025

On June 30, 2025, SIMPPLE LTD. (“we,” “our,” “us,” or the “Company”), entered into a series of securities purchase agreements (the “Purchase Agreements”) with 10 purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a private offering (the “Private Placement”), an aggregate of $2,000,001 of securities, consisting of 1,333,334 ordinary shares of the Company, par value $0.0008 per share (the “Ordinary Shares”). The Private Placement closed on June 30, 2025. As part of the Private Placement, the Company will receive gross proceeds of $2,000,001 before deducting related offering expenses.

The Purchase Agreements contained customary representations and warranties of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The foregoing summary of the Purchase Agreements do not purport to be complete and are subject to, and qualified in their entirety by, such document attached as Exhibit 99.1, to this Report on Form 6-K, which is incorporated herein by reference.

Exhibit Index

Exhibit Number		Description
99.1		Form of Securities Purchase Agreement

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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.

	SIMPPLE LTD.
Date: July 7, 2025	By:	/s/ Schroeder Norman
	Name:	Schroeder Norman
	Title:	Chief Executive Officer and Director

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FAQ

What did SIMPPLE LTD. (SPPL) announce in its July 2025 Form 6-K?

The company disclosed a private placement of 1,333,334 ordinary shares for gross proceeds of US$2,000,001 closed on 30 June 2025.

How many shares were issued in the SPPL private placement?

SIMPPLE issued 1,333,334 ordinary shares under the Securities Purchase Agreements.

What proceeds will SIMPPLE receive from the private placement?

The company will receive US$2,000,001 in gross proceeds, before deducting offering expenses.

Will existing SPPL shareholders experience dilution?

Yes. The issuance of additional shares increases the total share count, reducing existing holders’ percentage ownership.

Does the filing state how SIMPPLE will use the new funds?

No. The Form 6-K does not specify any intended use of proceeds for the US$2 million raised.

Were any special investor rights disclosed in the purchase agreements?

The filing mentions only customary representations, warranties and indemnification; no special rights were detailed.