SuperX AI FY2026 continuing-operations loss widens to $110M
One customer accounted for approximately 90.3% of SUPX's revenue from continuing operations in fiscal 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
SuperX AI Technology Limited (SUPX) reported fiscal 2026 revenue from continuing operations of $20,340,857, compared with $1,028,061 in fiscal 2025, as it expanded AI infrastructure sales and began generating cloud-computing and AI model API revenue in April 2026. AI servers and related equipment generated $19,102,901; cloud and API services generated $1,237,956. The company described fiscal 2025 as a limited comparison base for this newly developed business.
Gross margin shifted to negative 5.4% from 5.0%, while net loss from continuing operations widened to $109,683,311 from $20,825,801. General and administrative expense was $100,332,938, including $52,395,211 of share-based compensation and $9,157,815 of credit loss expense on loans receivable; losses from fair-value changes of contingent consideration payable were $12,715,635. SuperX said the seller-loan and contingent-consideration arrangements were fully settled by June 30, 2026, with no related balance remaining. It sold its former interior design, fit-out and maintenance services business on May 7, 2026, and presented it as discontinued operations.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointContinuing-operations revenue reached $20,340,857, up from $1,028,061.
Negative
- Major pointContinuing-operations net loss widened to $109,683,311 from $20,825,801.
- Moderate pointGross margin shifted from 5.0% to negative 5.4%.
Filing Explained
The seller-linked issuance is complete: 2,748,750 shares were issued in fiscal 2026, reducing existing holders’ percentage ownership absent offsets.
During fiscal 2026, SuperX issued 2,748,750 ordinary shares to the seller as contingent consideration tied to
Those issued shares add to the total share count and, absent offsetting changes, reduce existing holders’ percentage ownership.
The report also says one customer accounted for approximately 90.3% of fiscal 2026 revenue from continuing operations.
Key Figures
Key Terms
Continuing operations financial
Gross margin financial
Contract liabilities financial
Contingent consideration payable financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did SUPX report for fiscal 2026?
What was SUPX's net loss from continuing operations in fiscal 2026?
How concentrated was SUPX's revenue in fiscal 2026?
How was SUPX's sale consideration for its former business settled?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
For the transition period from to
Commission file number:
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Deputy Chief Executive Officer, Chief Financial Officer and Executive Director
Telephone:
Email:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Non-accelerated filer ☐ | |
| Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ | International Financial Reporting Standards as issued | Other ☐ |
| by the International Accounting Standards Board ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
Table of Contents
| Page | ||
| PART I | 1 | |
| Item 1. | Identity of Directors, Senior Management and Advisers | 1 |
| Item 2. | Offer Statistics and Expected Timetable | 1 |
| Item 3. | Key Information | 1 |
| Item 4. | Information on the Company | 44 |
| Item 4A. | Unresolved Staff Comments | 61 |
| Item 5. | Operating and Financial Review and Prospects | 61 |
| Item 6. | Directors, Senior Management and Employees | 82 |
| Item 7. | Major Shareholders and Related Party Transactions | 95 |
| Item 8. | Financial Information | 97 |
| Item 9. | The Offer and Listing | 97 |
| Item 10. | Additional Information | 98 |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 110 |
| Item 12. | Description of Securities Other than Equity Securities | 111 |
| PART II | ||
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 112 |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 112 |
| Item 15. | Controls and Procedures | 112 |
| Item 16. | [Reserved] | 114 |
| Item 16A. | Audit Committee Financial Expert | 114 |
| Item 16B. | Code of Ethics | 114 |
| Item 16C. | Principal Accountant Fees and Services | 114 |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | 115 |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 116 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 117 |
| Item 16G. | Corporate Governance | 117 |
| Item 16H. | Mine Safety Disclosure | 118 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 118 |
| Item 16J. | Insider Trading Policies | 118 |
| Item 16K. | Cybersecurity | 119 |
| PART III | ||
| Item 17. | Financial Statements | 120 |
| Item 18. | Financial Statements | 120 |
| Item 19. | Exhibits | 120 |
i
INTRODUCTION
Except where the context otherwise requires and for purposes of this annual report only the term:
| ● | “Amended Memorandum and Articles of Association” refer to the Amended and Restated Memorandum and Articles of Association of SuperX AI Technology Limited (“SUPX” or “SuperX”); |
| ● | “BVI” means British Virgin Islands; |
| ● | “BVI Act” refers to the BVI Business Companies Act, 2004 (as amended); |
| ● | “Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended; |
| ● | “FY2024”, “FY2025” and “FY2026” refer to fiscal years ended June 30, 2024, 2025 and 2026, respectively; |
| ● | “HFCA Act” refers to the Holding Foreign Companies Accountable Act, as amended; |
| ● | “HK$” or “Hong Kong dollars” refers to the legal currency of Hong Kong; |
| ● | “JOBS Act” refers to the Jumpstart Our Business Startups Act of 2012, as amended; |
| ● | “JPY” or “Japanese yen” refers to the legal currency of Japan; |
| ● | “Ordinary Shares” refers to the Company’s Ordinary Shares, no par value; |
| ● | “Operating Subsidiaries” refers collectively to SuperX Industries; SuperX Singapore; SuperX USA; SuperX Japan; SuperX MicroInference, and each, individually, an “Operating Subsidiary”; |
| ● | “PCAOB” refers to the Public Company Accounting Oversight Board of the United States; |
| ● | “RMB” or “Renminbi” refers to the legal currency of mainland China; |
| ● | “SEC” refers to the United States Securities and Exchange Commission; |
| ● | “Securities Act” refers to the U.S. Securities Act of 1933, as amended; |
| ● | “SG$” or “Singapore dollars” refers to the legal currency of Singapore; |
| ● | “US$”, “$” or “U.S. dollars” refers to the legal currency of the United States; |
Unless the context specifically states, or implies otherwise, references in this Annual Report on Form 20-F to “we”, “us”, “our” and the “Company” refer to SuperX AI Technology Limited and its subsidiaries. A list of our subsidiaries and joint ventures as of June 30, 2026, including the jurisdiction of incorporation of each entity and our ownership or equity interest in it, is filed as Exhibit 8.1 to this annual report. In this annual report, we refer to certain of our subsidiaries as follows:
ii
| ● | SuperX AI Pte. Ltd. (“SuperX Singapore” when individually referenced); |
| ● | SuperX AI Solution Limited (“SuperX AI Solution” when individually referenced); |
| ● | SuperX AI Technology USA (“SuperX USA” when individually referenced); |
| ● | SuperX Enterprise Pte. Ltd. (“SuperX Enterprise” when individually referenced); |
| ● | SuperX Industries Co., Ltd. (“SuperX Japan” when individually referenced); |
| ● | SuperX Industries Pte. Ltd. (“SuperX Industries” when individually referenced); |
| ● | SuperX MicroInference Pte. Ltd. (f/k/a MicroInference Pte. Ltd.) (“SuperX MicroInference” when individually referenced); and |
| ● | Apex AI (Beijing) Technology Co., Ltd. (“Apex Technology” when individually referenced). |
SUPX is a holding company with operations conducted principally in Japan, Singapore and the United States through its operating subsidiaries in Japan (SuperX Japan, using Japanese yen), Singapore (SuperX Industries, SuperX Singapore and SuperX MicroInference, using U.S. dollars and Singapore dollars) and the United States (SuperX USA, using U.S. dollars). Our subsidiaries in China use Renminbi, and our investment holding subsidiary SuperX Enterprise uses Singapore dollars. Our reporting currency is the U.S. dollar. The functional currency of SuperX AI Technology Limited, the parent company, is the U.S. dollar. This annual report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Assets and liabilities are translated into U.S. dollars at the closing rate of exchange as of the balance sheet dates, the statement of income is translated using average rate of exchange in effect during the reporting periods, and the equity accounts are translated at historical exchange rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The exchange rates used to translate amounts denominated in other currencies are set out in Note 2 to our consolidated financial statements included elsewhere in this annual report. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. No representation is made that amounts denominated in other currencies could have been, or could be, converted, realized or settled into U.S. dollars at such rates, or at any other rate.
We obtained the industry and market data used in this annual report or any document incorporated by reference from industry publications, research, surveys and studies conducted by third parties and our own internal estimates based on our management’s knowledge and experience in the markets in which we operate. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report.
This annual report contains references to trademarks, trade names and partner program designations of other companies, which are the property of their respective owners. Our use or display of other companies’ trademarks, trade names or partner program designations is not intended to imply a relationship with, or an endorsement or sponsorship of us or of our joint ventures by, any of those companies.
iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which we intend to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. You can identify forward-looking statements by terms such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this annual report. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Forward-looking statements in this annual report include, among others, statements relating to:
| ● | future financial and operating results, including revenues, income, expenditures, cash balances and other financial items; |
| ● | our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals; |
| ● | current and future economic and political conditions; |
| ● | our expectations regarding demand for and market acceptance of our services and the products; |
| ● | our expectations regarding our client base; |
| ● | our ability to procure the applicable regulatory licenses in the relevant jurisdictions in which we operate; |
| ● | competition in our industry; |
| ● | relevant government policies and regulations relating to our industry; |
| ● | our capital requirements and our ability to raise any additional financing which we may require; |
| ● | our ability to protect our intellectual property rights and secure the right to use other intellectual property that we deem to be essential or desirable to the conduct of our business; |
| ● | our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; |
| ● | overall industry and market performance; |
| ● | our ability to generate revenue from sales of AI servers and from our AI cloud services; |
| ● | changes in export control, economic sanctions, tariff and trade laws and regulations applicable to the products we sell and the services we provide, including the U.S. Export Administration Regulations, the Strategic Goods (Control) Act 2002 of Singapore and the Foreign Exchange and Foreign Trade Act of Japan, our ability to obtain any required licenses or permits in a timely manner or at all, and our ability, and that of our customers, channel partners and joint venture partners, to comply with them; |
| ● | our ability to convert purchase orders, supply agreements and non-binding memoranda of understanding into revenue; |
| ● | our dependence on a limited number of customers and on NVIDIA and other suppliers of GPUs and components; |
| ● | the performance of our joint ventures and our non-wholly owned subsidiaries; |
iv
| ● | risks of operating in Singapore, Japan, the United States and the other jurisdictions in which we operate; |
| ● | our indebtedness under the convertible notes and the dilutive effect of our warrants, convertible notes and equity awards; |
| ● | our share repurchase programs; |
| ● | the recoverability of our loans receivable; |
| ● | changes in our management, our board of directors and our independent registered public accounting firm; |
| ● | our ability to remediate the material weaknesses in our internal control over financial reporting; |
| ● | our status as a passive foreign investment company and our tax residence; and |
| ● | allegations by short sellers and any related litigation or regulatory inquiries. |
You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Item 3. Key Information - 3.D. Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information - 3.D. Risk Factors.” Those risks are not exhaustive.
We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.
v
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable for annual reports on Form 20-F.
Item 2. Offer Statistics and Expected Timetable
Not applicable for annual reports on Form 20-F.
Item 3. Key Information
Our Holding Company Structure
SuperX AI Technology Limited (formerly known as “Super X AI Technology Limited” and “Junee Limited”) was incorporated on August 25, 2021 as a BVI business company limited by shares under the laws of the BVI. The Company is authorized to issue an unlimited number of Ordinary Shares of no par value per share. On June 2, 2025, SuperX effected a rebrand, changing its company name from “Junee Limited” to “Super X AI Technology Limited” and changing its principal business to AI infrastructure solutions. On October 10, 2025, we effected a further change of our company name from “Super X AI Technology Limited” to “SuperX AI Technology Limited.” The name changes were effected pursuant to resolutions of our board of directors and the filing of a notice of change of name with the Registrar of Corporate Affairs of the British Virgin Islands. On October 20, 2025, we adopted an amended and restated memorandum and articles of association. SuperX is a holding company and does not engage in any business operations itself. Through our subsidiaries, we provide AI infrastructure solutions, including AI servers and related IT equipment, related deployment, warranty and maintenance services, and AI cloud computing and AI model API services. For a description of our corporate history and structure, see “Item 4. Information on the Company - 4.A. History and Development of the Company” and “4.C. Organizational Structure.”
Transfers of Cash between Our Company and Our Subsidiaries
Our management monitors the cash position of each entity within our organization regularly. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by our board of directors, we will enter into an inter-company loan or facility for the subsidiaries.
For SUPX to transfer cash to its subsidiaries, SUPX is permitted under the laws of British Virgin Islands to provide funding to its subsidiaries through loans or capital contributions without restrictions on the amount of the funds. During the fiscal years ended June 30, 2026 and 2025, SUPX transferred cash of $95,944,304 and $19,327,390, respectively, to its subsidiaries.
Our subsidiaries are permitted under the laws of the jurisdictions in which they are incorporated to provide funding to SUPX, the holding company incorporated in the British Virgin Islands, through dividend distribution or payments, subject to the restrictions described below.
Under the BVI Act, SUPX may make a distribution to its shareholders only if, immediately after the distribution, the value of its assets exceeds its liabilities and it is able to pay its debts as they fall due. Distributions by our subsidiaries to SUPX are subject to the laws of the jurisdictions in which they are incorporated. Under the Companies Act 1967 of Singapore, a Singapore company may pay dividends only out of its profits. Under the Companies Act of Japan, a Japanese stock company (kabushiki kaisha) may make distributions only up to its distributable amount, which is broadly its surplus, and must set aside as a legal reserve one tenth of the amount of each distribution until its legal reserves reach one quarter of its stated capital. Under the Nevada Revised Statutes, a Nevada corporation may not make a distribution if, after giving it effect, the corporation would not be able to pay its debts as they become due in the usual course of business or its total liabilities would exceed its total assets. Our subsidiaries in mainland China, which do not generate revenue and are not a source of cash for the Company as of June 30, 2026, are subject to local foreign exchange control, statutory reserve and withholding tax rules on distributions. Other than the above, we did not adopt or maintain any cash management policies and procedures as of June 30, 2026.
1
The following describes the dividends and distributions made by our subsidiaries. SUPX had not made any dividends or distributions to U.S. investors as of June 30, 2026.
There were no dividends or distributions made by our subsidiaries to SUPX during the fiscal years ended June 30, 2024, 2025 and 2026. SUPX did not make any dividends or distributions to U.S. investors during the fiscal years ended June 30, 2024, 2025 and 2026.
For SUPX to pay dividends to its shareholders, subject to the BVI Act and our Amended Memorandum and Articles of Association, our board of directors may authorize and declare a dividend to shareholders from time to time if, immediately after the dividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. There is no further British Virgin Islands statutory restriction on the amount of funds which may be distributed by us in the form of dividends.
See “Item 8. Financial Information - 8.A. Consolidated Statements and Other Financial Information - Dividend Policy” and “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Corporate Structure - We are a holding company and rely on dividends and other distributions from our subsidiaries, and restrictions on the ability of our subsidiaries to make distributions to us could adversely affect our ability to conduct our business.”
Enforceability of Civil Liabilities
SUPX was incorporated under the laws of the British Virgin Islands with limited liability. We chose to incorporate SUPX in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for you to a lesser extent. In addition, British Virgin Islands companies may not have the standing to sue before the federal courts of the United States.
While we conduct certain operations in the United States through our wholly-owned U.S. subsidiary, SuperX USA, SUPX, the parent company, and our other subsidiaries are separate legal entities. Consequently, it may be difficult for investors to effect service of process within the United States upon us (as the parent company) or upon our non-U.S. directors and executive officers. Furthermore, any judgment obtained in a U.S. court against our U.S. subsidiary, may not be enforceable against us or any of our assets located outside the United States. It may also be difficult for investors to enforce judgments obtained in U.S. courts against us or our non-U.S. directors and officers, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws, in courts outside the United States.
Dr. Chenhong Huang, Mr. Roy Rong and Mr. Shen Pao Hua Paul are U.S. citizens, and Mr. Rong and Mr. Shen reside in the United States. Our other directors and officers are nationals or residents of jurisdictions other than the United States, and a substantial portion of their assets is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons or to enforce against us or them, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
We have been advised by our counsel as to British Virgin Islands law that the United States and the British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, may not be enforceable in the British Virgin Islands. We have also been advised by our counsel as to British Virgin Islands law that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt at common law in the High Court of the British Virgin Islands.
2
There is no treaty between the U.S. and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. In making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in Singapore unless procured by fraud, or if the proceedings in which such judgment was obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws.
We have been advised by our counsel as to Japanese law that there is no treaty between the United States and Japan providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters, and that a final and conclusive judgment of state and federal courts of the United States for a definite sum of money may be recognized and enforced by a Japanese court without re-examination of the merits under Article 118 of the Code of Civil Procedure of Japan and Article 24 of the Civil Execution Act of Japan if the jurisdiction of the court is recognized under Japanese law, the defendant was served with process otherwise than by public notice or appeared in the proceedings, the judgment and the proceedings in which it was obtained are not contrary to public policy in Japan, and reciprocity exists between Japan and the jurisdiction of the rendering court. Japanese courts determine these conditions case by case, and judgments awarding punitive damages have been held to be contrary to Japanese public policy and unenforceable in Japan.
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable for annual reports on Form 20-F.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable for annual reports on Form 20-F.
3.D. Risk Factors
Risk Factor Summary
You should carefully consider all of the information in this annual report before making an investment in our Ordinary Shares. Below please find a summary of the principal risks and uncertainties we face, organized under relevant headings.
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:
Risks Relating to Our Corporate Structure
| ● | We are a holding company and rely on dividends and other distributions from our subsidiaries, and restrictions on the ability of our subsidiaries to make distributions to us could adversely affect our ability to conduct our business. (See page 9) |
| ● | We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies. (See page 9) |
| ● | As an “emerging growth company” under applicable law, we are subject to lessened disclosure requirements. Such reduced disclosure may make our Ordinary Shares less attractive to investors. (See page 10) |
3
| ● | We continue to incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”. (See page 10) |
Risks Relating to Our Business and Industry
| ● | We are in the early stages of a strategic transition from our previous business as an interior design and fit-out service provider to one-stop artificial intelligence provider and there is no assurance that this transition will succeed. (See page 10) | |
| ● | We depend on our senior management, and we have experienced significant turnover in our board of directors and senior management. Any failure to attract, integrate and retain key personnel may be detrimental to our business and prospects. (See page 10) |
| ● | We depend on third-party data center operators to host our AI cloud infrastructure, and failures by those operators, or increases in the cost of, or limits on the availability of, power and data center capacity, could adversely affect our cloud services. (See page 11) |
| ● | Our AI cloud computing and AI model API services are at an early stage, and invitation-only onboarding, free trial programs and customer reservations may not convert into sustained revenue. (See page 11) |
| ● | We depend on NVIDIA and a limited number of other suppliers for GPUs and other specialized hardware, and supply shortages, allocation decisions, changes in partner program status, vendor concentration or rapid technological change could impair our operations and render our infrastructure obsolete. (See page 11) |
| ● | Our systems and our AI Cloud Platform may be targeted by cyberattacks, including attacks that leverage artificial intelligence, and a successful breach could result in significant liability or reputational harm. (See page 12) |
| ● | We may face risks if employees or contractors misuse AI tools, which could result in the inadvertent disclosure of confidential or customer data. (See page 12) |
| ● | We may incur substantial costs or face restrictions as governments adopt new and evolving laws and regulations relating to AI, data usage, energy consumption, and environmental impact. (See page 12) |
| ● | Our reputation may be harmed if the AI workloads we support produce biased, inaccurate, or harmful outputs, even if we are not directly responsible for developing those models. (See page 13) |
| ● | We may not realize the anticipated benefits of our investments in GPU servers and other equipment for our AI cloud services, particularly if demand slows, key customers reduce reliance on us, or competition intensifies. (See page 13) |
| ● | If we fail to efficiently enhance our platform and develop and sell new solutions and services and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, our platform may become less competitive. (See page 13) |
| ● | The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure by our customers to continue to use our solutions to support AI use cases in their systems, or our ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on our business, operating results, financial condition, and future prospects. (See page 14) |
| ● | Our AI Server and infrastructure solutions business is at an early stage of development and has a limited operating history, and there is no assurance that it will succeed or become profitable. (See page 14) | |
| ● | Our AI Token Platform and AI Apps have a limited operating and revenue history, and we may not successfully commercialize these offerings or achieve sustainable profitability. (See page 15) |
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| ● | We have a history of net losses and negative operating cash flows, and we may not achieve or sustain profitability. (See page 15) |
| ● | Substantially all of our cash is held with a small number of banks and exceeds deposit insurance limits, and the failure of any of those banks could cause us to lose a significant portion of our cash. (See page 15) |
| ● | We are subject to U.S. and other export controls on the GPUs and servers that we sell and to tariffs and trade restrictions; changes in them could restrict our markets, increase our costs and expose us to penalties, and our compliance measures may not prevent violations by our customers or other third parties. (See page 16) |
| ● | Changes in United States and international trade policy, including tariffs on servers and components, restrictions on the export of advanced semiconductors, and export restrictions on critical minerals, could increase our costs, limit the markets and customers we may serve and disrupt our supply chain. (See page 18) |
| ● | Our ability to schedule production, manage capital expenditures, and maximize the efficiency of our capacity is highly dependent on the actions of our clients, who generally do not commit to long-term schedules and cancel orders, change production quantities, delay production, and/or change sourcing strategy. (See page 18) |
| ● | We depend on a limited number of customers for our AI server sales, and the loss of, or a reduction or delay in orders from, any of them could materially and adversely affect our results of operations. (See page 19) |
| ● | Purchase orders, memoranda of understanding and backlog that we announce may not result in revenue in the amounts or on the timelines we expect. (See page 19) |
| ● | Integration risks among components used in our AI servers may lead to underperformance, failures, or delays, which could harm our reputation and results of operations. (See page 19) |
| ● | If our proprietary designs are reverse engineered or leaked, particularly through outsourced manufacturing or assembly partners, our competitive advantage could be eroded. (See page 20) |
| ● | Shortages of, and increases in the prices of, the components used in our AI servers, including GPUs, CPUs, memory, storage and networking components, could delay our deliveries, increase our costs and reduce our margins. (See page 20) |
| ● | Licensing constraints on third-party chips, firmware, and software may limit our ability to deploy certain components, increase costs, or disrupt our product offerings. (See page 20) |
| ● | We may be subject to product liability claims arising from defects, failures, or malfunctions in our AI server and infrastructure solutions, which could result in significant costs, reputational harm, and adverse effects on our business. (See page 21) |
| ● | Geopolitical tensions, trade restrictions, and supply chain disruptions could adversely affect our ability to source components, manufacture products, and deliver our AI server and infrastructure solutions. (See page 21) |
| ● | Our AI server and infrastructure solutions business is highly capital intensive, and significant upfront investment in facilities, equipment, and components may strain our liquidity and adversely affect our financial condition. (See page 22) |
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| ● | We face execution risks in operating and scaling our in-house assembly facilities, including our Japan Global Supply Center, which commenced production in January 2026, and any delays, cost overruns, operational issues or failure to renew the lease of that facility could adversely affect our business. (See page 22) |
| ● | Introducing new business models or programs requiring implementation of new competencies, such as new process technologies and our development of new products or services, could affect our operations and financial results. (See page 23) |
| ● | Increasing commoditization of AI servers and intensifying competition have resulted in pricing pressure and negative gross margins on our sales of AI servers, and could cause us to lose market share. (See page 23) |
| ● | Aggressive pricing by large incumbents and increases in component, energy, or labor costs may erode our margins, and we may not be able to pass such cost increases to our clients. (See page 23) |
| ● | We may not be able to implement our business plans effectively to achieve future growth. (See page 24) |
| ● | Rapid innovation and component obsolescence in the semiconductor industry may render our current designs outdated, requiring costly redesigns and impacting our competitiveness. (See page 24) |
| ● | Defects in our products, whether resulting from outsourced manufacturing, component suppliers, or our own assembly processes, could damage our reputation, increase costs, and materially and adversely affect our results of operations. (See page 24) |
| ● | We face intense competition from larger and better-resourced server manufacturers, system integrators and cloud service providers, which could cause us to lose market share or reduce our margins. (See page 25) |
| ● | If we fail to maintain and develop our engineering, technological and production expertise, our products and services may become uncompetitive. (See page 25) |
| ● | Disruptions to our information systems, including security breaches, losses of data or outages, and other security issues, could adversely affect our operations. (See page 25) |
| ● | Our success depends on our ability to recruit, train, and retain skilled personnel for our assembly and manufacturing operations, and any failure to do so may adversely affect our performance. (See page 26) |
| ● | Our operations and products are subject to environmental, energy, and emissions regulations, which could increase our costs, require retrofits, and adversely affect our competitiveness. (See page 26) |
| ● | Rapid technological shifts, including the emergence of new computing paradigms such as optical, quantum, or neuromorphic computing, may reduce demand for our current AI server and infrastructure solutions and require substantial reinvestment. (See page 26) |
| ● | The use of third-party designs, architectures, or reference designs in our products may expose us to intellectual property infringement claims, which could result in costly litigation, damages, or restrictions on our business. (See page 27) |
| ● | Natural disasters, health epidemics, geopolitical conflicts and other catastrophic events could disrupt our operations, our supply chain and the data centers that host our services. (See page 27) |
| ● | Uncertain global economic conditions could reduce demand for our products and services and our margins. (See page 27) |
| ● | Our results of operations have fluctuated significantly from period to period and may continue to do so, and our revenue in any period may not be indicative of our future results. (See page 27) |
| ● | We are subject to anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws, and any violation of those laws by us or by our partners, distributors, agents or other third parties could expose us to penalties and reputational harm. (See page 28) |
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| ● | We are subject to tax laws in multiple jurisdictions, and changes in tax laws, challenges to our transfer pricing or the assertion by a tax authority that we or one of our subsidiaries has a taxable presence in a jurisdiction could increase our tax liabilities. (See page 28) |
| ● | We may become involved in legal, regulatory and administrative proceedings, including claims under the indemnities and warranties that we provide to customers and other counterparties, which could be costly and could divert the attention of our management. (See page 29) |
Risks Relating to Our Acquisitions, Investments and Joint Ventures
| ● | We recognized credit loss expense on loans receivable during fiscal year 2026, and the uncollected balance remains subject to credit risk. (See page 29) |
| ● | We conduct part of our business through joint ventures and non-wholly owned subsidiaries that we do not fully control, and disagreements with our partners or the failure of these ventures could adversely affect us. (See page 29) |
| ● | Certain of our subsidiaries and joint ventures are, and others may become, subject to U.S. export controls and economic sanctions and to local laws and regulations, and geopolitical tensions could adversely affect our investments in, and the amounts due to us from, those entities and harm our reputation. (See page 30) |
| ● | We may pursue acquisitions, investments and joint ventures that may not be successful, may be difficult to integrate and may dilute our shareholders, require us to incur debt or result in impairment charges. (See page 31) |
| ● | The AI data center power, liquid cooling and optical interconnect solutions that we are developing with our joint ventures may not be successfully developed, certified or commercialized, and if they are, they will expose us to technical, competitive, product liability and project execution risks that we have not previously managed. (See page 31) |
Risks Relating to Doing Business in Japan
| ● | We may be unsuccessful in expanding and operating our business in Japan, including in operating our Japan Global Supply Center, which commenced production in January 2026, and in fulfilling orders from our customers in Japan, which could adversely affect our results of operations. (See page 31) |
| ● | Our operations in Japan are subject to Japanese foreign exchange and trade control, product safety, labor and personal information laws, and any failure to comply with them could disrupt our Japan Global Supply Center and our sales in Japan. (See page 32) |
Risks Relating to Doing Business in Singapore
| ● | If we are treated as a Singapore tax resident, our income could become subject to Singapore income tax, which could adversely affect our results of operations. (See page 32) |
| ● | It may be difficult for you to enforce any judgment obtained in the United States against us, our directors, executive officers or our affiliates. (See page 33) |
| ● | The ability of our subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws. (See page 33) |
| ● | We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States. (See page 33) |
| ● | Our operations in Singapore and other markets in Asia expose us to the economic, political and regulatory risks of those markets. (See page 33) |
| ● | Adverse changes in government regulations in Singapore may materially and adversely affect our operations and financial condition. (See page 34) |
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Risks Relating to Doing Business in the United States
| ● | Our operations in the United States subject us to U.S. federal, state and local laws and regulations, and changes in U.S. trade, technology and tax policy could increase our costs or restrict our operations there. (See page 34) |
Risks Relating to Our Ordinary Shares
| ● | We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies. (See page 34) |
| ● | Our Ordinary Shares may be prohibited from trading in the United States under the HFCA Act if the PCAOB is unable to inspect or investigate completely our auditor. (See page 35) |
| ● | Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of our Ordinary Shares to decline. (See page 36) |
| ● | Our convertible notes require repayment in cash at maturity if not converted, contain most favored nation provisions that may restrict or increase the cost of future financings, and their conversion and the related warrants would dilute our shareholders. (See page 36) |
| ● | Future issuances of Ordinary Shares, including upon exercise of warrants and options, vesting of equity awards and under acquisition or joint venture arrangements, will dilute our shareholders and could depress the price of our Ordinary Shares. (See page 37) |
| ● | We do not intend to pay dividends for the foreseeable future. (See page 37) |
| ● | If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline. (See page 37) |
| ● | We have used, and may continue to use, significant cash to repurchase our Ordinary Shares, which reduces cash available for our business and may not enhance long-term shareholder value. (See page 38) |
| ● | The market price for our Ordinary Shares may be volatile. (See page 38) |
| ● | You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British Virgin Islands law. (See page 39) |
| ● | As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our Ordinary Shares. (See page 39) |
| ● | If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer. (See page 40) |
| ● | If we fail to satisfy the continued listing requirements of the Nasdaq Capital Market, our Ordinary Shares could be delisted, which would reduce their liquidity and market price. (See page 40) |
| ● | Fluctuations in the exchange rates of the Japanese yen, the Singapore dollar and other currencies against the U.S. dollar could adversely affect our results of operations and the value of your investment. (See page 40) |
| ● | Volatility in our Ordinary Shares price may subject us to securities litigation. (See page 41) |
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| ● | We have been, and may in the future be, the subject of allegations by short sellers, which could cause the market price of our Ordinary Shares to decline and require us to devote significant resources to respond. (See page 41) |
| ● | There can be no assurance that we will not be deemed to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares. (See page 41) |
| ● | If we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as currently conducted. (See page 42) |
| ● | We have identified material weaknesses in our internal control over financial reporting, which was not effective as of June 30, 2026, and if we fail to remediate them we may be unable to report our financial results accurately or on time or to prevent fraud, which could reduce investor confidence in us and the market price of our Ordinary Shares. (See page 42) |
| ● | The price of our Ordinary Shares has been, and may continue to be subject to rapid and substantial volatility, and such volatility may make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. (See page 43) |
| ● | We have changed our independent registered public accounting firm three times since June 2024, and our current auditor audited our financial statements for the first time for the fiscal year ended June 30, 2026, which could affect the timing and cost of our audits and investor confidence in our financial reporting. (See page 43) |
Risks Relating to Our Corporate Structure
We are a holding company and rely on dividends and other distributions from our subsidiaries, and restrictions on the ability of our subsidiaries to make distributions to us could adversely affect our ability to conduct our business.
We are a holding company incorporated in the British Virgin Islands, and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.
The ability of our subsidiaries to pay dividends or make other distributions to us is subject to the laws of the jurisdictions in which they are organized, including, in the case of certain subsidiaries on which we do not rely for cash, rules on statutory reserves, foreign exchange and withholding tax on distributions. Any limitation on the ability of our subsidiaries to make distributions to us could limit our ability to fund our operations, service our debt or pay dividends. See “Item 3. Key Information - Transfers of Cash between Our Company and Our Subsidiaries.”
We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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As an “emerging growth company” under applicable law, we are subject to lessened disclosure requirements. Such reduced disclosure may make our Ordinary Shares less attractive to investors.
For as long as we remain an “emerging growth company”, as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act and the ability to delay adopting new or revised accounting standards until those standards apply to private companies. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our Ordinary Share price may be more volatile.
We incur costs to comply with public company reporting and internal control requirements, and changes in applicable requirements may further increase these costs.
We continue to incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering on April 19, 2024 (that is, June 30, 2029), (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404(b) in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We currently incur costs and devote management resources to maintaining and improving our internal control over financial reporting and complying with our public company reporting obligations. Changes in the requirements applicable to us, including any additional requirements arising from a change in our emerging growth company or filer status, may further increase our compliance costs and management effort. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
Risks Relating to Our Business and Industry
We are in the early stages of a strategic transition from our previous business as an interior design and fit-out service provider to one-stop artificial intelligence provider and there is no assurance that this transition will succeed.
We are in the early stages of a strategic transition from our former interior design and fit-out business to becoming a one-stop artificial intelligence solutions provider. Our rebranding does not, by itself, establish our capabilities, market recognition or competitive position in the AI industry. Successfully executing this transition will require substantial investment, specialized personnel, new customer and supplier relationships, and appropriate operational systems, and our historical operating results may not be indicative of our future performance. We may incur significant costs without generating sufficient revenue, and our new brand may not gain acceptance among customers and business partners. If we fail to execute this transition successfully or achieve the anticipated benefits of our rebranding, our business, financial condition, results of operations and prospects could be materially adversely affected.
We depend on our senior management, and we have experienced significant turnover in our board of directors and senior management. Any failure to attract, integrate and retain key personnel may be detrimental to our business and prospects.
Our success depends on the continued services of our senior management, including Dr. Chenhong Huang, our Chairman and Chief Executive Officer since December 1, 2025, Ms. Guili Miao, our Deputy Chief Executive Officer and Chief Financial Officer since May 27, 2026, Mr. Jie Yang, our Chief Investment Officer since June 1, 2026, and Mr. Kenny Sng, our Chief Technology Officer since July 2025. During fiscal year 2026, our former Chief Executive Officer resigned effective November 30, 2025, our Chief Strategy Officer resigned effective March 23, 2026 and our interim Chief Financial Officer resigned effective May 27, 2026, each of whom was also an executive director; two other executive directors and three independent directors also resigned between December 31, 2025 and May 27, 2026. As competition for such management talents is fierce and new hires may not necessarily fit in well with the current management team, any loss of key management personnel could be detrimental to our business and prospects.
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We depend on third-party data center operators to host our AI cloud infrastructure, and failures by those operators, or increases in the cost of, or limits on the availability of, power and data center capacity, could adversely affect our cloud services.
We do not own or operate data centers. Our AI cloud computing and AI model API services are hosted in facilities operated by third parties, including the STT Singapore 5 facility of ST Telemedia Global Data Centres in Singapore, which hosts our AI Innovation Centre, and a facility in Denver, Colorado, which hosts our AI Inference Cloud Hub. We depend on these operators for power, cooling, connectivity and physical security. AI computing infrastructure requires substantial amounts of electricity, and the availability and cost of power and of data center capacity suitable for high-density GPU servers may be constrained. In Singapore, new data center capacity is released through periodic calls for application administered by the Economic Development Board and the Infocomm Media Development Authority, under which capacity is allocated to data center operators on the basis of criteria including energy efficiency, use of green energy and strategic and economic value to Singapore, and the capacity available to us depends on our data center operators’ success in obtaining such applications. In the United States and other markets, the construction of new data centers is increasingly subject to grid interconnection queues, permitting requirements and local opposition, and some jurisdictions have adopted or proposed moratoria on new data center development, which could limit the capacity available to us and to our customers. Any failure by these operators to meet their obligations, any interruption in power or cooling, any increase in the cost of power or data center capacity, or any inability to renew our arrangements or obtain additional capacity on acceptable terms could cause service interruptions, require us to provide service credits or refunds to our customers, increase our costs and materially and adversely affect our business, results of operations and financial condition.
Our AI cloud computing and AI model API services are at an early stage, and invitation-only onboarding, free trial programs and customer reservations may not convert into sustained revenue.
We launched our AI Innovation Centre at the STT Singapore 5 facility of ST Telemedia Global Data Centres in Singapore on April 15, 2026, and our AI Inference Cloud Hub in Denver, Colorado on June 4, 2026. These offerings are at an early stage. As of June 30, 2026, access to our AI Cloud Platform was by invitation only, and our Singapore AI Innovation Centre was offered with a 14-day free trial program, so prospective customers may evaluate our services without committing to paid usage. Customer reservations of capacity under our reserved capacity offerings are not firm purchase commitments and may not be converted into sustained revenue. For the fiscal year ended June 30, 2026, revenue from our cloud computing and AI model API services was US$1,237,956, or 6.1% of our revenue. Any failure of these early-stage offerings to attract and retain paying customers could materially and adversely affect our business, results of operations and financial condition.
Our cloud services are generally priced on a usage basis, typically subject to monthly minimum consumption commitments, and our pricing may not reflect increases in the cost of GPU servers, data center capacity or power. Our AI model API services depend on open-source and other third-party AI models, the licenses for which may be modified, restricted or terminated, and we may be unable to offer new models or features as quickly as our competitors. Governments may also restrict the use of AI models developed in certain jurisdictions or require us to restrict access to our services by certain customers, which could limit the models that we offer and the customers that we serve. Our GPU servers are depreciated over their estimated useful lives, and if those useful lives prove shorter than we estimate because of technological change or customer demand for newer GPUs, our depreciation expense would increase and we could be required to record impairments, while our commitments for data center capacity and power are generally fixed for their term regardless of customer usage. Our cloud services also involve the processing of customer data, which may subject us to data protection, privacy and cross-border data transfer laws in the jurisdictions in which we and our customers operate, including the Personal Data Protection Act 2012 of Singapore, the Act on the Protection of Personal Information of Japan and U.S. state consumer privacy laws. Service outages, performance issues or security incidents could require us to provide service credits or refunds, cause customers to reduce their use of our services and harm our reputation.
We depend on NVIDIA and a limited number of other suppliers for GPUs and other specialized hardware, and supply shortages, allocation decisions, changes in partner program status, vendor concentration or rapid technological change could impair our operations and render our infrastructure obsolete.
Our ability to deliver AI solutions and to provide our cloud services depends on timely access to advanced computing hardware, including GPUs and other accelerators. Supply chain constraints, limited vendor availability, or export controls could restrict access to these critical components. Furthermore, the pace of innovation in AI hardware is rapid, and infrastructure investments we make today may become obsolete more quickly than expected. If we cannot procure next-generation hardware on favorable terms, or if competitors deploy superior technologies, our services may become less competitive, and our growth prospects could be materially affected.
The AI servers we sell or resell, including our XI6150 servers equipped with NVIDIA RTX PRO 6000 GPUs and NVIDIA B300 GPU-based server clusters, and our AI Inference Cloud Hub in Denver, are based on NVIDIA technologies. Our subsidiary SuperX MicroInference is a member of the NVIDIA Partner Network at the Elite level as a Solution Provider for Compute, and NVIDIA may change the competency requirements for that level or our level of participation. Our ability to fulfill customer orders depends on the timely supply of NVIDIA GPUs, and NVIDIA determines the allocation of its products among its customers and partners at its discretion. For the fiscal year ended June 30, 2026, one supplier accounted for approximately 56.5% of our purchases. NVIDIA partner program designations are determined by NVIDIA and do not constitute an endorsement of our products or services. Any interruption to our procurement arrangements or reduction in product availability could disrupt supply and affect our ability to fulfill customer orders. Any loss or downgrade of our partner status, reduction in allocation, or change in NVIDIA pricing or product roadmap could materially and adversely affect our business.
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Our systems and our AI Cloud Platform may be targeted by cyberattacks, including attacks that leverage artificial intelligence, and a successful breach could result in significant liability or reputational harm.
Threat actors are deploying AI-enhanced tools to design cyberattacks that are faster, more targeted, and more difficult to detect. Our AI Cloud Platform, including the infrastructure we operate in third-party data centers in Singapore and Denver, processes customer workloads and data, AI models, access credentials and billing information, and presents an attractive target for such attacks. A breach of our systems, whether through malware, ransomware, or other AI-driven techniques, could lead to the theft or loss of proprietary, customer, or personal data, disruption of services, significant remediation costs, and legal or regulatory actions. Such events could harm our reputation, damage customer relationships, and materially and adversely affect our financial performance. The servers that we sell also incorporate firmware, management controllers and software supplied by third parties that may contain vulnerabilities, and we may be required to remediate vulnerabilities discovered after delivery, to comply with the supply chain security requirements of customers and governments and to respond to claims if our products are used as a vector for attacks on our customers’ systems.
We may face risks if employees or contractors misuse AI tools, which could result in the inadvertent disclosure of confidential or customer data.
Employees, contractors, or other personnel may inadvertently input confidential, proprietary, or customer data into public or third-party AI systems in violation of company policies. Such actions could lead to unauthorized disclosure of sensitive information, loss of intellectual property rights, or exposure to regulatory liability. Even if accidental, such misuse could result in reputational harm, legal claims, or the loss of business opportunities, and our internal controls may not always prevent such occurrences.
We may incur substantial costs or face restrictions as governments adopt new and evolving laws and regulations relating to AI, data usage, energy consumption, and environmental impact.
We provide AI infrastructure solutions including AI servers and provide AI cloud computing and AI model API services, which our customers use for data-intensive applications. As such, our products and services are increasingly subject to a broad and evolving framework of laws, regulations, and industry standards relating to data protection, privacy, cybersecurity, and the responsible use of artificial intelligence.
The regulatory framework governing AI is rapidly evolving across multiple jurisdictions. For example, the European Union has adopted the AI Act, and the United States, Japan, Singapore and other jurisdictions have adopted, or are considering, laws, executive actions and guidance relating to the development and use of AI. These frameworks, along with increasing environmental restrictions on data center energy and water consumption, could impose significant compliance obligations and costs. Failure to comply could result in penalties, restrictions on our ability to operate in certain markets, or reputational damage. The uncertain pace and scope of such regulations may also hinder our ability to plan, invest, or innovate effectively.
Compliance with these requirements may necessitate costly product redesigns, enhanced disclosure practices, or implementation of new governance and audit mechanisms for AI systems. For example, regulators may require that AI models run on our servers meet standards of explainability or bias mitigation, or that our hardware include specific logging, traceability, or security features. These obligations may increase our research and development expenditures and reduce our operational flexibility.
Failure to comply with such regulatory requirements, even if inadvertent, could result in civil or criminal penalties, significant fines, government investigations, restrictions on sales or exports, and reputational harm. In addition, differing or conflicting requirements across jurisdictions, including data localization and cross-border data transfer restrictions, may complicate our global operations and limit our ability to market our products in certain regions.
As regulatory scrutiny over data and AI technologies continues to intensify, and as new frameworks for “responsible AI” are introduced, our compliance costs are expected to increase, and our failure to adapt promptly could materially and adversely affect our business, financial condition, and results of operations.
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Our reputation may be harmed if the AI workloads we support produce biased, inaccurate, or harmful outputs, even if we are not directly responsible for developing those models.
We provide infrastructure services to customers that develop and deploy AI models. These models may generate biased, inaccurate, or harmful results, including content that is offensive or otherwise socially controversial. Even though we do not directly control the design or deployment of such models, our association with them could expose us to reputational harm, negative media coverage, and loss of customer trust. In some cases, we may also face regulatory or legal scrutiny, particularly if such outputs are deemed to have societal or ethical consequences.
We may not realize the anticipated benefits of our investments in GPU servers and other equipment for our AI cloud services, particularly if demand slows, key customers reduce reliance on us, or competition intensifies.
Our AI cloud services require substantial upfront investment in GPU servers, networking equipment and data center capacity commitments. Our ability to generate returns from these investments depends on sustained demand for AI computing services. If demand for AI workloads slows, or if key customers reduce their reliance on our services, seek alternative providers, or renegotiate contracts on unfavorable terms, our revenue and margins could be adversely affected. In addition, competition for AI cloud services is intense, and new entrants or existing hyperscale providers with greater resources may erode our market position. As a result, there is no assurance that our significant capital expenditures will yield the expected benefits, and we may not achieve the anticipated financial returns.
If we fail to efficiently enhance our platform and develop and sell new solutions and services and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences, our platform may become less competitive.
If we are unable to offer technologically advanced, innovative, cost-effective and prompt response to the changes in the industry, we may not be able to differentiate ourselves from our competitors and adapt to our clients’ demands, which may cause a decline in demand of our products and services and may adversely affect our operation.
The market in which we compete is relatively new and subject to rapid technological change, evolving industry standards and regulatory changes, as well as changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to predict, adapt, and respond effectively to these changes on a timely basis. If we are unable to develop and sell new solutions and services that satisfy and are adopted by new and existing customers and provide enhancements, new features, and capabilities to our infrastructure that keep pace with rapid technological and industry change, our business, operating results, financial condition, and future prospects could be adversely affected. Further, prospective or existing customers may influence our product roadmap by requiring features optimal for their particular use case. If we are unable to adapt to meet customers’ requirements, they may use competitive offerings or internal solutions that eliminate reliance on third-party providers, and our business, operating results, financial condition, and future prospects could be adversely affected. As our sales grow, we will need to devote additional resources to expanding, improving, and maintaining our infrastructure and integrating with third-party systems. In addition, we will need to appropriately scale our internal business systems and our services organization, including customer support, to serve our growing customer base, and to improve our IT and financial infrastructure, operating and administrative systems, and our ability to effectively manage headcount, capital and processes, including by reducing costs and inefficiencies. Any failure of, or delay in, these efforts could result in impaired system performance and reduced customer satisfaction, which would negatively impact our revenue growth and our reputation. We may not be successful in developing or implementing these technologies. In addition, it takes a significant amount of time to plan, develop, and test improvements to our technologies and infrastructure, and we may not be able to accurately forecast demand or predict the results we will realize from such improvements. In some circumstances, we may also determine to scale our technology through the acquisition of complementary businesses and technologies rather than through internal development, which may divert management’s time and resources. To the extent that we do not effectively scale our operations to meet the needs of our growing customer base and to maintain performance as our customers expand their use of our services, we will not be able to grow as quickly as we anticipate, our customers may reduce or terminate use of our platform and we will be unable to compete as effectively and our business, operating results, financial condition, and future prospects will be adversely affected.
In addition, we must also continue to effectively manage our capital expenditures by maintaining and expanding the data center capacity available to us and our servers and equipment, grow in geographies where we currently have limited or no presence, and ensure that the performance, features, and reliability of our services and our customer service remain competitive in a rapidly changing technological environment. If we fail to manage our growth, the quality of our platform may suffer, which could negatively affect our brand and reputation and harm our ability to retain and attract customers and employees.
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The broader adoption, use, and commercialization of AI technology, and the continued rapid pace of developments in the AI field, are inherently uncertain. Failure by our customers to continue to use our solutions to support AI use cases in their systems, or our ability to keep up with evolving AI technology requirements and regulatory frameworks, could have a material adverse effect on our business, operating results, financial condition, and future prospects.
As part of our business, we seek to attract and acquire customers requiring high-performance computing, such as AI, machine learning, and automated decision-making technologies, including proprietary AI algorithms and models (collectively, “AI Technologies”).
AI has been developing at a rapid pace, and continues to evolve and change. As demand continues for AI services, AI providers, including our customers, have sought increased compute capacity to enable advancements in their AI models and service the demands of end users. We cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the practical limits of AI technology will plateau in the future regardless of available compute capacity. Further, there have been recent advancements in AI technology, including open-source AI models, that may lead to compute and other efficiencies that may impact the demand for AI services, including our platform, solutions, and services, which may adversely impact our revenue and profitability. In the event that existing scaling laws do not continue to apply as they have in the past, demand by our customers for compute resources, including our solutions and services, may not continue to increase over time, or may decrease if overall demand for AI is impacted by a lack of further technological development. If we are unable to keep up with the changing AI landscape or in developing services to meet our customers’ evolving AI needs, or if the AI landscape does not develop to the extent we or our customers expect, our business, operating results, financial condition, and future prospects may be adversely impacted.
Additionally, we may incur significant costs and experience significant delays in developing new solutions and services or enhancing our current platform to adapt to the changing AI landscape, and may not achieve a return on investment or capitalize on the opportunities presented by demand for AI solutions. Moreover, while AI adoption is likely to continue and may accelerate, the long-term trajectory of this technological trend is uncertain. Further, market acceptance, understanding, and valuation of solutions and services that incorporate AI Technologies are uncertain and the perceived value of AI Technologies used and/or provided by our customers could be inaccurate. If AI is not broadly adopted by enterprises to the extent we expect, or if new use cases do not arise, then our opportunity may be smaller than we expect. Further, if the consumer perception and perceived value of AI Technologies is inaccurate this could have a material adverse effect on our business, operating results, financial condition, and future prospects.
Concerns relating to the responsible use by our customers of new and evolving technologies, such as AI, which are supported by our platform, may result in collateral reputational harm to us. AI may pose emerging ethical issues and if our platform enables customer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm, or legal liability.
Our AI Server and infrastructure solutions business is at an early stage of development and has a limited operating history, and there is no assurance that it will succeed or become profitable.
Our AI server and infrastructure solutions business is newly established and remains in the early stages of development. We recorded our first revenue from sales of AI servers in the fiscal year ended June 30, 2025, our Japan Global Supply Center commenced production in January 2026 and we launched our AI cloud services in April 2026. For the fiscal year ended June 30, 2026, our revenue was US$20,340,857, of which US$19,102,901, or 93.9%, was derived from sales of AI servers and related IT equipment and related services and US$1,237,956, or 6.1%, from cloud computing and AI model API services, and we recorded a gross loss of US$1,094,105. As a result, our operating history in this business is limited and may not be indicative of our future performance.
The successful development of our AI solutions business depends on a number of factors, many of which are beyond our control. These include market adoption of our products, our ability to compete against established global players, continued access to critical components, successful scaling of our assembly operations, and our ability to recruit and retain skilled technical staff. We also face execution risks in establishing and scaling our in-house assembly operations, which may involve delays, inefficiencies, and increased costs.
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There can be no assurance that we will be able to successfully establish ourselves as a competitive provider of AI server and infrastructure solutions, generate sufficient demand for our products, or achieve sustainable profitability. If our AI server and infrastructure solutions business does not develop as expected, our growth prospects, financial condition, and results of operations could be materially and adversely affected.
Our cloud computing and AI model API services have a limited operating and revenue history, and we may not successfully commercialize these offerings or achieve sustainable profitability.
Our cloud computing and AI model API services expand our business beyond AI infrastructure solutions into model access and application-based services. These offerings are new and do not have an established revenue history. Our experience in providing AI infrastructure solutions may not enable us to accurately predict customer demand, adoption rates, usage patterns, retention, pricing or the costs of operating these offerings. Their commercial success will depend on our ability to attract and retain developers, software companies, professional teams and enterprise customers, integrate our offerings into their workflows, and demonstrate sufficient value relative to direct access to model providers and competing applications.
We may incur development, integration, infrastructure, marketing, customer-support and compliance expenses before generating sufficient revenue to recover those expenditures. Customers may evaluate our offerings without becoming paying customers, limit their usage to individual projects, or discontinue use after an initial trial. Enterprise customers may require lengthy procurement processes, security assessments, contractual negotiations and customized integrations, further delaying revenue generation.
We may need to modify our product functionality, pricing or commercialization strategy as customer requirements develop. If we are unable to establish a commercially viable business model or achieve sufficient customer adoption and usage, our investments in these offerings may not generate adequate returns, and our business, results of operations and growth prospects could be materially adversely affected.
We have a history of net losses and negative operating cash flows, and we may not achieve or sustain profitability.
We have incurred net losses in each of our recent reporting periods. We recorded net losses from continuing operations of US$109,683,311 and US$20,825,801 and net losses of US$109,171,114 and US$21,214,460 for the fiscal years ended June 30, 2026 and 2025, respectively, and our accumulated deficit was US$128,325,821 as of June 30, 2026.
Our losses have been driven principally by operating expenses that have grown faster than our revenue and by significant non-cash charges. General and administrative expenses were US$100,332,938 for the fiscal year ended June 30, 2026, compared with US$11,048,321 for the fiscal year ended June 30, 2025, and included share-based compensation of US$52,395,211 and credit loss expense of US$9,157,815 on loans receivable, including the seller loan acquired in the SuperX Industries acquisition. We also recorded a loss of US$12,715,635 from fair value changes of the contingent consideration payable arising from that acquisition.
Our operations have also consumed cash. Net cash used in operating activities was US$73,798,742 and US$8,334,584 for the fiscal years ended June 30, 2026 and 2025, respectively. We have funded our operations principally through private placements of our Ordinary Shares and warrants, which generated gross proceeds of US$187,741,800 during the fiscal year ended June 30, 2026, and through the exercise of warrants and share options. We may need to raise additional capital, and such capital may not be available on acceptable terms or at all and may be dilutive to our shareholders.
We may never achieve or sustain profitability. Our ability to do so depends on generating substantial revenue from our AI infrastructure business, which had generated no revenue for the six months ended December 31, 2025, and on controlling our operating costs. If we are unable to do so, our business, financial condition, results of operations and the trading price of our Ordinary Shares could be materially and adversely affected.
Substantially all of our cash is held with a small number of banks and exceeds deposit insurance limits, and the failure of any of those banks could cause us to lose a significant portion of our cash.
As of June 30, 2026, we had cash and cash equivalents of US$98,936,510, of which US$97,387,352 exceeded the deposit insurance limits applicable to the accounts in which the deposits were held. We hold our cash with a small number of banks. The failure of any of those banks, or restrictions on our ability to withdraw funds from them, could cause us to lose a significant portion of our cash, which would materially and adversely affect our liquidity and our ability to fund our operations. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”
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We are subject to U.S. and other export controls on the GPUs and servers that we sell and to tariffs and trade restrictions; changes in them could restrict our markets, increase our costs and expose us to penalties, and our compliance measures may not prevent violations by our customers or other third parties.
Our AI server and infrastructure solutions business depends heavily on access to advanced semiconductors, GPUs, interconnects, and related components, many of which are classified as sensitive technologies under export control or national security regimes. Governments in the United States, the European Union and other jurisdictions have increasingly imposed restrictions on the export, re-export, or transfer of high-performance chips and other AI-related products. These restrictions may apply to us directly as a purchaser or reseller of such components, or indirectly through limitations on our suppliers.
The export, re-export and in-country transfer of the GPUs and servers that we sell are controlled principally under the United States Export Administration Regulations, 15 C.F.R. Parts 730 through 774, or the EAR, which are administered by the Bureau of Industry and Security of the U.S. Department of Commerce, or BIS. The EAR apply to all items of U.S. origin wherever they are located, to foreign-made items that incorporate more than a de minimis proportion, generally 25%, of controlled U.S.-origin content and, under the foreign direct product rules applicable to advanced computing items, to certain foreign-made items that are the direct product of specified U.S.-origin technology or software or of plants or major components of plants that are themselves such direct products. Items on the Commerce Control List are identified by an Export Control Classification Number, or ECCN. Since October 2022, BIS has imposed, and has repeatedly expanded, controls on advanced computing integrated circuits, which are classified under ECCN 3A090, and on computers, servers and other commodities that contain them, which are classified under ECCN 4A090 or under the corresponding “.z” paragraphs of other ECCNs. ECCN 3A090.a currently covers integrated circuits having one or more digital processing units with a “total processing performance,” or TPP, of 4,800 or more, or with a TPP of 1,600 or more and a “performance density” of 5.92 or more, and ECCN 3A090.b covers integrated circuits with a TPP of 2,400 or more but less than 4,800 and a performance density of 1.6 or more but less than 5.92, or with a TPP of 1,600 or more and a performance density of 3.2 or more but less than 5.92; ECCN 3A090.c covers high bandwidth memory with a memory bandwidth density exceeding two gigabytes per second per square millimeter. The NVIDIA GPUs incorporated in the servers that we sell, including the RTX PRO 6000 and B300 products, are classified under ECCN 3A090.a, and the servers that contain them under ECCN 4A090.a, in each case based on the manufacturers’ written classifications.
A license from BIS is generally required for the export, re-export or in-country transfer of items classified under ECCN 3A090 or 4A090 (i) to or within any destination in Country Groups D:1, D:4 or D:5 of the EAR, other than destinations that are also in Country Groups A:5 or A:6, which include mainland China and Hong Kong, Macau, Russia and more than 40 other countries and territories, including Saudi Arabia, the United Arab Emirates, Vietnam and Kazakhstan; (ii) to any entity, wherever located, that is headquartered in, or whose ultimate parent company is headquartered in, Macau or a destination in Country Group D:5, which includes mainland China, a requirement that BIS has confirmed it continues to enforce notwithstanding the rescission in May 2025 of the Framework for Artificial Intelligence Diffusion that BIS had issued in January 2025 and the replacement rule that BIS has stated it intends to issue; (iii) to parties on the Entity List and the other restricted party lists maintained by BIS and to military end users; and (iv) where the exporter knows that the items will be used in the development or production of supercomputers or advanced-node integrated circuits in those destinations, or in the training of artificial intelligence models for or on behalf of parties headquartered in Country Group D:5 or Macau that could support weapons of mass destruction or military-intelligence end uses. Licenses for those destinations and end uses may not be granted.
In September 2025, BIS adopted, and then suspended until November 10, 2026, an “affiliates rule” that would extend the restrictions applicable to listed parties to any foreign entity that is 50% or more owned, directly or indirectly, by one or more of them. The provision of GPU computing capacity on a remote basis, as through our AI Cloud Platform, is not generally subject to these license requirements absent a prohibited end use or end user, but legislation proposed in the U.S. Congress would authorize the Department of Commerce to regulate remote access to advanced computing items. Violations of the EAR may result in civil penalties of up to the greater of approximately US$375,000 per violation or twice the value of the transaction, criminal fines of up to US$1,000,000 per violation and imprisonment, the denial of export privileges and designation on the Denied Persons List maintained by BIS.
We provide AI infrastructure solutions including AI servers principally to customers in Japan, provide AI cloud services from data centers in Singapore and the United States, and have subsidiaries in mainland China. These controls apply to our products wherever they are located because of their U.S.-origin content, and they restrict the jurisdictions, customers and end uses to which we may sell or deploy our products. Authorities in other jurisdictions in which we and our suppliers operate, including Singapore and Malaysia, have also increased their focus on, or adopted new requirements for, the export, transshipment and end use of advanced GPUs and of servers that contain them. We do not sell advanced computing items that are subject to those regulations (for our products, servers classified under Export Control Classification Number (ECCN) 4A090 and the GPUs and other integrated circuits classified under ECCN 3A090 that they contain, in each case based on the manufacturers’ written classifications) to customers in mainland China, our subsidiaries there do not take delivery of those items, the products for which we have made payments on behalf of Apex AI have been NVIDIA products designed for that market, and we screen our customers and our joint venture partners (several of which are affiliates of companies based there), against United States restricted party lists. Nevertheless, because of those subsidiaries and partner affiliations, our transactions may attract scrutiny from U.S. authorities and from our suppliers, and any finding that we or a counterparty had breached these controls could result in penalties, the loss of access to NVIDIA GPUs and other U.S. origin components and harm to our reputation.
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If our suppliers become subject to heightened export controls, they may be prohibited from selling certain components to us, may require lengthy licensing processes, or may face supply delays. Even if licenses are available, there is no assurance that they will be granted in a timely manner or at all. Moreover, export control regimes are subject to frequent changes, and new rules may be implemented with little or no notice. In addition, tariffs or trade restrictions imposed on the import or export of AI-related servers and components could materially increase our costs, delay shipments, or reduce competitiveness of our products in international markets.
We maintain an export control and sanctions compliance program that includes written policies and procedures, the screening of customers, distributors, channel partners, joint venture partners and other counterparties against U.S. and other restricted party lists, know-your-customer and end-use inquiries, training for our sales, procurement, logistics and operations personnel, and contractual protections under which our customers and channel partners represent the identity of the end user and the end use and destination of our products, undertake not to re-export, resell or transfer our products in violation of applicable export controls, and agree to indemnify us for breaches of those undertakings. We adopted a written Export Controls and Sanctions Compliance Manual, which sets out our program, applies to all of our personnel and affiliates and is administered by our Export Compliance Officer, and includes the screening of counterparties against the Consolidated Screening List maintained by the U.S. government, the escalation of any transaction involving an embargoed destination or a restricted party, the retention of compliance records for at least ten years and annual employee certifications. Consistent with the industry guidance on preventing the diversion of advanced computing items that BIS issued in May 2025, we apply enhanced due diligence to transactions involving items classified under ECCNs 3A090 and 4A090, particularly for new customers, providers of infrastructure-as-a-service and counterparties located outside Country Group A:1, including inquiries into the customer’s date of incorporation, ownership and headquarters, end-user certifications of the kind described in Section 748.5 of the EAR, attestations from data center operators that the end user is authorized to operate at the location and that the facility has the power, cooling and space needed to operate the items, heightened scrutiny of data centers with capacity of 10 megawatts or more and attestations from providers of infrastructure-as-a-service that they do not provide access to advanced computing items for the training of artificial intelligence models for or on behalf of parties headquartered in Country Group D:5 or Macau. These measures necessarily depend on the accuracy and completeness of the information and certifications that our customers, channel partners and other third parties provide to us. We cannot independently verify every representation made to us, we have limited ability to monitor the use, location or resale of our products after delivery, and our products may be diverted, re-exported or used for prohibited purposes by customers, resellers, brokers or other parties without our knowledge and in breach of their contractual commitments to us. There can be no assurance that our employees, contractors, suppliers, customers, channel partners or agents will not violate applicable export control and sanctions laws or the policies and procedures that we have designed to ensure compliance with those laws. If we determine that a customer or other counterparty has made false or misleading representations to us, we intend to pursue the contractual and legal remedies available to us, which may include suspending shipments and services, terminating the relationship and claiming damages, but those remedies may not compensate us for the resulting penalties, losses and reputational harm.
If we were found to have violated export control or sanctions laws, or to have facilitated a violation by a third party, even if the violation occurred without our knowledge, we could be subject to civil and in some cases criminal penalties, the denial of export privileges, the loss of our ability to purchase NVIDIA GPUs and other U.S.-origin products, the loss of our NVIDIA Partner Network status, restrictions on our cloud services and reputational harm, and our directors, officers and employees could be subject to individual liability. Reports or allegations of the diversion of controlled products involving us, our customers or our partners, even if unsubstantiated or untrue, could harm our reputation and our relationships with suppliers, partners and customers and attract regulatory scrutiny. In addition, our compliance procedures lengthen the time required to onboard new customers and channel partners and to activate accounts on our AI Cloud Platform, particularly for customers in jurisdictions, or with ownership or end uses, that present a heightened risk of diversion, may cause us to decline or delay orders, including orders that are subject to the completion of know-your-customer procedures, and increase our legal, compliance and screening costs, which we expect to continue to grow as controls expand. We consider these measures necessary to protect the Company, but they may slow our customer onboarding and revenue growth and place us at a competitive disadvantage against competitors that apply less rigorous procedures.
Export controls also subject the downstream use of our products to restrictions. Our customers may be restricted in their ability to use, resell, relocate, repair or upgrade the servers that we sell to them, and we may be unable, without a license, to provide maintenance, spare parts, firmware updates or other services to customers, or to redeploy the GPU servers that we own between our data center locations. The U.S. government has imposed or proposed, and may in the future impose, license conditions and other requirements that limit the ability of non-U.S. companies to offer large-scale GPU clusters as a service, that require providers of cloud computing services to verify the identity and location of their customers, or that require location verification, chip tracking or throttling mechanisms, and compliance with such requirements could increase the cost, and limit the scope, of our AI Cloud Platform. The transfer of controlled technology, including technical data relating to advanced GPUs and the servers that contain them, to our personnel and contractors in certain jurisdictions may also require a license, which could limit where we are able to perform engineering and support work. If the U.S. government or other governments introduce new controls, we may hold inventories of products that we can no longer sell to the customers, or in the markets, for which they were acquired, which could require us to record write-downs, and our suppliers may be prevented from fulfilling our orders. New controls may also provoke retaliatory measures by other governments, including restrictions on the export of critical minerals and components, that affect our suppliers, partners or customers.
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Given our reliance on a global supply chain, including component sourcing from multiple jurisdictions and assembly operations at our Japan Global Supply Center, any trade or tariff barrier could disrupt our ability to source critical inputs, increase procurement costs, or force us to redesign products to use alternative components. Further, restrictions on exporting our AI servers to certain jurisdictions or end users could limit our addressable market. If we are unable to adapt to evolving export controls, tariffs, or trade restrictions, our business, financial condition and results of operations could be materially and adversely affected.
Changes in United States and international trade policy, including tariffs on servers and components, restrictions on the export of advanced semiconductors, and export restrictions on critical minerals, could increase our costs, limit the markets and customers we may serve and disrupt our supply chain.
The United States controls on the export of advanced computing integrated circuits and of the computers and servers that contain them have been expanded and amended repeatedly since October 2022, and they may be expanded further, to additional products, destinations or end uses, with little or no advance notice. We are also subject to export controls in the jurisdictions in which we operate: in Singapore, the Strategic Goods (Control) Act 2002 requires a permit from Singapore Customs for the export, transshipment or brokering of items on the Strategic Goods Control List, which are military and dual-use (both civilian and military) goods, software and technologies regulated under the Strategic Goods (Control) Act 2002 and which includes certain high-performance computers and related components, and in Japan the Foreign Exchange and Foreign Trade Act and the Export Trade Control Order require a license from the Ministry of Economy, Trade and Industry for the export of listed goods and technology, as well as for any export involving such end-use and end-users covered by catch-all controls. Tariffs imposed by the United States and other countries on imported servers, components and the countries from which we source them may increase our costs and the prices we charge our customers. Because we procure GPUs from NVIDIA Corporation and its authorized distributors, source other components from multiple jurisdictions and sell our servers across borders, new or higher tariffs, retaliatory trade measures or new license requirements could raise our procurement costs, delay shipments or require licenses that may not be granted in a timely manner or at all. We may not be able to pass increased costs on to our customers, and changes in trade policy could reduce demand for our products in the affected markets, either of which could materially and adversely affect our business, financial condition and results of operations.
Trade measures other than tariffs and export licensing requirements also affect us. Compliance with supply chain due diligence, conflict minerals and responsible sourcing requirements, and with customer requirements that we certify the origin and composition of our products, increases our costs and may delay our deliveries. Trade measures may also be adopted in response to one another: governments of countries from which our suppliers source raw materials and components have imposed, and may impose, export licensing requirements on gallium, germanium, rare earth elements and other critical minerals and on the magnets, batteries and other components that incorporate them, which could increase the cost or reduce the availability of GPUs, memory, power supplies, cooling systems and other components. The advanced semiconductors used in our products are manufactured and packaged by a small number of foundries and assembly providers concentrated in Taiwan and elsewhere in Asia, and trade restrictions, natural disasters or geopolitical developments affecting those locations could disrupt our supply.
Our customers for AI servers are located principally in Japan, and trade measures affecting Japan or the other markets in which we sell, including tariffs on their exports to the United States, changes in their trade relationships with the United States or their own restrictions on the import, export or use of advanced computing equipment, could reduce demand for our products or require licenses for our sales. Tariffs on servers, GPUs and other components imported into the United States also affect the cost of equipment for our AI Inference Cloud Hub in Denver, and U.S. trade measures directed at the countries in which our products are assembled, including Japan, or in which our suppliers operate could affect the cost of, and the demand for, the products that we sell. The scope, rates and duration of tariffs and other trade measures have changed frequently and have been subject to legal challenge, which makes it difficult for us to plan our procurement, pricing and inventory and may cause our customers to defer purchases. See also “Risks Relating to Doing Business in the United States” and “Geopolitical tensions, trade restrictions, and supply chain disruptions could adversely affect our ability to source components, manufacture products, and deliver our AI server and infrastructure solutions.”
Our ability to schedule production, manage capital expenditures, and maximize the efficiency of our capacity is highly dependent on the actions of our clients, who generally do not commit to long-term schedules and cancel orders, change production quantities, delay production, and/or change sourcing strategy.
We make significant decisions, including determining the levels of business that we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements based on our estimate of client requirements. Our inability to forecast the level of client orders with certainty makes it difficult to schedule production and maximize utilization of our capacity and supply chain capabilities.
We face a number of factors outside of our control, including recession in end markets, changing technology and industry standards, commercial acceptance, shifting market demand, product obsolescence and loss of business. We cannot assure you that present or future clients will not terminate their order with us or significantly change their services ordered. Such changes may lead in the future to a decline in our production and our possession of excess or obsolete inventory that we may not be able to sell to clients or third parties. This may result in write downs of inventories and reduction in the number of products we sell, which can harm our profit and results of operations.
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We depend on a limited number of customers for our AI server sales, and the loss of, or a reduction or delay in orders from, any of them could materially and adversely affect our results of operations.
We depend on a small number of customers for a substantial majority of our revenue. For the fiscal year ended June 30, 2026, one customer accounted for approximately 90.3% of our revenue, and for the fiscal year ended June 30, 2025, one customer accounted for all of our revenue. As of June 30, 2026, three customers accounted for 32.5%, 31.1% and 28.4%, respectively, of our accounts receivable, net. Our sales of AI servers to our largest customer, a Japan-based AI infrastructure company, were made through its partner under purchase orders entered into in January and April 2026, and the equipment was warehoused, allocated and delivered locally through our Japan Global Supply Center.
Our customers are generally not obligated to purchase any minimum volume, and purchase orders may be canceled, reduced, rescheduled or modified. The loss of any of these customers, a material reduction or delay in their orders, a failure to take delivery on the schedules contemplated, or an inability or unwillingness to pay, would have a disproportionate effect on our revenue and results of operations. Our largest customer purchases through an intermediary partner, and our deliveries to it, and the related revenue recognition, depend on the readiness of its data center sites, the availability of power at those sites and its ability to finance its purchases, each of which is outside our control; we may also be asked to extend payment terms or to accept delivery schedules that increase our inventory and working capital requirements. Because a limited number of customers accounts for a large share of our AI server sales, we are also exposed to a concentration of credit risk. Any of these developments could materially and adversely affect our business, financial condition and results of operations.
Purchase orders, memoranda of understanding and backlog that we announce may not result in revenue in the amounts or on the timelines we expect.
We have publicly announced purchase orders, memoranda of understanding and other expressions of customer interest that are substantially larger than the revenue we have recognized to date.
These arrangements are subject to significant conditions and in many cases are not binding commitments. The quantities and values under the memoranda of understanding are non-binding and subject to the execution of purchase orders and definitive agreements. Actual delivery schedules and the value of AI servers delivered may vary based on customer data center readiness and supply chain conditions.
Investors should not assume that announced purchase orders, memoranda of understanding or backlog will convert into revenue in the amounts announced, on the timelines announced, or at all. If a material portion of these arrangements does not convert into revenue, or converts more slowly or at lower values than we expect, our results of operations may fall materially short of expectations and the trading price of our Ordinary Shares could decline.
Integration risks among components used in our AI servers may lead to underperformance, failures, or delays, which could harm our reputation and results of operations.
Our AI server and infrastructure solutions require the integration of highly complex and interdependent components, including GPUs, CPUs, memory modules, liquid cooling systems, power supply units, and high-speed interconnects. Each of these components must function seamlessly together to deliver the performance, reliability, and efficiency demanded by our customers. Even minor incompatibilities, mismatches in technical specifications, or failures in system integration can result in suboptimal performance, overheating, power inefficiencies, or complete system failures.
Because we rely on multiple third-party suppliers for critical components, we have limited control over their product roadmaps, firmware updates, or adherence to evolving industry standards. Unexpected changes in component design, delays in supplier certification, or incompatibility with other subsystems may require redesigns, adjustments in manufacturing processes, or extensive additional testing. These measures could increase our costs, delay delivery schedules, and reduce customer satisfaction.
As our products are deployed in critical applications by enterprises, research institutions, and cloud providers, any underperformance or failures caused by integration risks could harm our reputation for reliability and erode customer trust. Additionally, addressing integration issues may divert engineering resources away from new product development, further slowing innovation. If we are unable to effectively manage integration risks and ensure the seamless compatibility of our components, our competitiveness, business, financial condition, and results of operations could be materially and adversely affected.
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If our proprietary designs are reverse engineered or leaked, particularly through outsourced manufacturing or assembly partners, our competitive advantage could be eroded.
Our ability to compete in the AI server and infrastructure solutions industry depends heavily on the protection of our proprietary designs, system architectures, and integration know-how. Because a substantial portion of our production and assembly is currently outsourced to third-party manufacturers and sub-suppliers, there is an inherent risk that confidential information, technical specifications, or proprietary processes may be exposed without adequate safeguards. Outsourcing arrangements often require us to share sensitive design and engineering data with partners outside of our direct control, which increases the likelihood of misappropriation or leakage.
In addition, our products may be subject to reverse engineering once they are released to the market. Competitors, including larger technology companies with substantial resources, may be able to disassemble, analyze, and replicate our products or incorporate key features into their own designs. Because many jurisdictions, particularly in emerging markets, offer limited legal protection or weak enforcement of intellectual property rights, our ability to prevent reverse engineering or unauthorized use of our designs is uncertain.
If competitors gain access to or replicate our proprietary technologies, they may reduce our differentiation, undercut our pricing, and diminish our market position. Furthermore, attempts to enforce our rights may involve significant litigation costs, prolonged disputes, and uncertain outcomes, while also drawing management attention away from business operations.
Any leakage or unauthorized use of our proprietary designs, whether through outsourcing partners, reverse engineering or other means, could erode our competitive edge, harm our reputation, and materially and adversely affect our business, financial condition, and results of operations.
Shortages of, and increases in the prices of, the components used in our AI servers, including GPUs, CPUs, memory, storage and networking components, could delay our deliveries, increase our costs and reduce our margins.
The components used in our AI servers and consolidated solutions, including GPUs and other accelerators, CPUs, memory, storage devices, networking components and power supplies, represent a substantial portion of our cost of revenue, and their prices and availability are volatile. We purchase most components on a purchase order basis and do not have long-term supply contracts for them, and some components are available only from a single or a limited number of suppliers, including NVIDIA Corporation for GPUs. For the fiscal year ended June 30, 2026, one supplier accounted for approximately 56.5% of our purchases. See “We depend on NVIDIA and a limited number of other suppliers for GPUs and other specialized hardware, and supply shortages, allocation decisions, changes in partner program status, vendor concentration or rapid technological change could impair our operations and render our infrastructure obsolete.”
Demand for AI servers has resulted in shortages of, extended lead times for, and the allocation by suppliers of, GPUs, high-bandwidth and other memory, storage and networking components. Our customers generally place purchase orders at fixed prices, and between the date of an order and the date of delivery we may be unable to obtain components at the prices assumed when the order was priced or to pass increased costs on to our customers. For the fiscal year ended June 30, 2026, our sales of AI servers and related IT equipment generated a gross loss of US$1,219,327. Further increases in component prices could increase our gross losses or reduce any gross profit that we achieve. Because suppliers allocate scarce components among their customers, larger competitors with greater purchasing power may obtain components on more favorable terms or in priority to us.
Shortages may also require us to purchase components in advance of customer orders, to carry higher inventories, to accept substitute components or to redesign our products, which increases our inventory carrying costs and our exposure to inventory obsolescence and write-downs. If we are unable to sell our inventories at prices above its cost, or if newer generations of GPUs reduce its value, we may be required to record write-downs. We may also be required to place non-cancellable orders or to make prepayments in order to secure allocations of GPUs and other components before we have received corresponding customer orders, and the introduction by NVIDIA of new GPU generations on an annual cadence may reduce demand for, and the value of, servers based on prior generations that we hold in inventory. Disruptions to the supply chain, including tariffs and other trade restrictions, export controls, natural disasters, geopolitical conflict, shipping and logistics disruptions and quality, reliability or financial problems at a supplier, could delay our deliveries, cause us to miss delivery commitments to customers and adversely affect our revenue, margins and reputation.
Licensing constraints on third-party chips, firmware, and software may limit our ability to deploy certain components, increase costs, or disrupt our product offerings.
Our AI server and infrastructure solutions rely on critical third-party technologies, including high-performance chips, firmware, operating systems, and middleware, that are licensed from semiconductor companies, software vendors, and other technology providers. These licenses are typically subject to complex terms and conditions, including restrictions on scope of use, geographic limitations, duration, royalties, and compliance with export control laws.
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There can be no assurance that these licenses will continue to be available to us on commercially reasonable terms, or at all. Vendors may seek to renegotiate terms, increase royalty rates, restrict usage rights, or decline to renew licenses. In addition, licensors may themselves be subject to regulatory restrictions or intellectual property disputes that limit their ability to grant us the necessary rights. Our servers and our AI Cloud Platform also use open-source software, and the terms of certain open-source licenses may require us to make source code available or to license our own software on unfavorable terms if we combine it with such software in certain ways, and could subject us to claims if we fail to comply with those terms.
If licensing terms change unfavorably, we may be unable to integrate certain chips, firmware, or software into our servers, forcing us to redesign products, seek alternative suppliers, or discontinue certain offerings. Such changes could delay product launches, increase development costs, or reduce competitiveness if alternative technologies are less advanced or more expensive.
Moreover, reliance on licensed technologies exposes us to risks of infringement claims if licensors fail to secure adequate rights for the technologies they provide. In such cases, we may be required to cease using certain licensed components, face litigation, or pay damages to third parties. Any unfavorable change in licensing arrangements, or our inability to secure or maintain rights to essential technologies, could materially and adversely affect our business, financial condition, and results of operations.
We may be subject to product liability claims arising from defects, failures, or malfunctions in our AI server and infrastructure solutions, which could result in significant costs, reputational harm, and adverse effects on our business.
Our AI servers and infrastructure solutions are deployed in critical environments, including data centers, enterprise operations, and research institutions. Hardware failures, design defects, or malfunctions in our products, whether caused by our design, outsourced manufacturing, sub-suppliers or assembly processes, could damage client property, interrupt business operations, or cause data loss. Such incidents may expose us to substantial product liability claims, warranty obligations, or contractual penalties. We also provide installation and multi-year maintenance services with certain server deliveries, such as the three years of maintenance support included with certain of our server deliveries in Japan, which may expose us to additional service level and warranty obligations. Our maintenance commitments are generally priced at a fixed amount for a multi-year term, and if the cost of spare parts, on-site support or the subcontractors and joint venture through which we deliver these services exceeds our estimates, or if we fail to meet contractual response times, we may incur losses on these commitments and be required to pay service credits or penalties.
Even when claims are unfounded, defending against product liability lawsuits may require significant legal fees and management attention, while adverse publicity could harm our reputation and undermine customer trust. In addition, liability insurance may not fully cover potential damages or may become more expensive or difficult to obtain as our business expands globally and as AI server and infrastructure solutions grow in complexity and risk.
Moreover, as we scale our operations and broaden our client base across multiple jurisdictions, we may become subject to differing product liability regimes, some of which impose strict liability standards or provide for punitive damages. If we are found liable for significant damages, or if we are required to conduct large-scale recalls or replacements, our costs could increase substantially.
Any product liability claims, recalls, or damage to our reputation caused by defective or malfunctioning products could materially and adversely affect our business, financial condition, and results of operations.
Geopolitical tensions, trade restrictions, and supply chain disruptions could adversely affect our ability to source components, manufacture products, and deliver our AI server and infrastructure solutions.
Our business relies on a global supply chain, including the procurement of advanced semiconductors, GPUs, cooling systems, and other critical components from suppliers located in various jurisdictions. We also depend on international shipping and logistics networks to transport these components to our facilities in Japan, Singapore, the United States and other markets, and to deliver finished products to our clients worldwide. Geopolitical events such as trade wars, sanctions, embargoes, export restrictions, customs delays, political instability, and military conflicts can disrupt supply chains and create uncertainty in international commerce.
For example, the imposition of tariffs or sanctions on certain countries could significantly increase our component costs or restrict our access to critical technologies. Similarly, disruptions to shipping routes, whether due to port congestion, labor strikes, piracy or regional conflicts, could delay the receipt of key components or delivery of finished servers to customers. Escalating tensions between the United States and other major economies could also result in retaliatory measures impacting our suppliers, partners or clients, including our joint venture partners. See “Risks Relating to Our Acquisitions, Investments and Joint Ventures.”
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Our reliance on third-party manufacturers and logistics providers compounds these risks, as we have limited control over their ability to mitigate disruptions. While we seek to diversify suppliers and maintain safety stock where possible, certain specialized components are only available from a small number of vendors. If such vendors are affected by geopolitical events or trade restrictions, we may be unable to secure alternative supply in a timely or cost-effective manner.
Any significant disruption to our supply chain could increase costs, delay product delivery, harm our reputation, and reduce our competitiveness. If geopolitical or trade-related disruptions persist or intensify, our business, financial condition, and results of operations could be materially and adversely affected.
Our AI server and infrastructure solutions business is highly capital intensive, and significant upfront investment in facilities, equipment, and components may strain our liquidity and adversely affect our financial condition.
We require substantial capital expenditures to support our growth and respond to business challenges. The design, assembly, and delivery of high-performance AI servers and related infrastructure solutions require substantial capital expenditures. Building and equipping assembly facilities (such as our Japan Global Supply Center), procurement of advanced semiconductor components and cooling systems, and investment in specialized testing and integration equipment all require significant upfront capital outlays before revenues are realized. We may continue to make such investments, including expenditures to procure components for, maintain, upgrade, and enhance our product and service offerings.
These capital commitments expose us to liquidity risk, particularly if anticipated demand does not materialize as projected or if we experience delays in scaling our operations. In addition, the procurement of high-end GPUs, processors, and memory modules often requires advance purchase commitments, tying up working capital and increasing the risk of overstocking or obsolescence in a rapidly evolving technology market.
To finance our capital needs, we may be required to rely on external funding through debt or equity offerings. Adverse credit market conditions, rising interest rates, or declines in investor sentiment toward AI server and infrastructure companies may limit our ability to raise financing on favorable terms, or at all. Even if financing is available, incurring additional debt may increase our leverage and interest expenses, while issuing equity could dilute existing shareholders. If adequate financing is not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, financial condition, and future prospects. If we raise additional funds through equity or convertible debt issuances, our existing shareholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to those of holders of our Ordinary Shares.
If we are unable to secure sufficient capital to fund our expansion, maintain production capacity, or procure critical components, we may face delays in executing our business strategy, lose competitiveness, and materially and adversely affect our business, financial condition, and results of operations.
We face execution risks in operating and scaling our in-house assembly facilities, including our Japan Global Supply Center, which commenced production in January 2026, and any delays, cost overruns, operational issues or failure to renew the lease of that facility could adversely affect our business.
We have established in-house assembly and system integration capabilities at our Japan Global Supply Center in Tsu City, Mie Prefecture, Japan, which commenced production in January 2026 and completed its first batch delivery on March 24, 2026. Establishing such facilities requires significant investment in equipment, skilled labor, quality control systems, and supply chain coordination. The process of recruiting and training technical staff, installing and calibrating specialized equipment, and implementing rigorous production standards is complex, time-consuming, and costly.
We may face execution risks, including construction or setup delays, unexpected cost overruns, shortages of qualified engineers and technicians, or difficulties in obtaining permits and regulatory approvals. In addition, initial ramp-up phases may involve inefficiencies, lower yields, or higher defect rates, which could increase costs and delay deliveries to customers. Any such delays or overruns could reduce our competitiveness, limit our ability to scale production as planned, and negatively impact customer relationships. The lease for our Japan Global Supply Center had an initial term ending July 31, 2026, and is renewed automatically for a further period of one year unless either party expresses an intention to terminate, and its current term ends on July 31, 2027. If we are unable to renew that lease on acceptable terms, our assembly and delivery operations in Japan would be disrupted.
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Moreover, failure to execute effectively at our new facilities could also undermine our broader strategy of reducing reliance on outsourced manufacturing and achieving greater control over quality and integration. If our in-house assembly facilities do not operate as planned or do not achieve targeted efficiency and output levels, our business, financial condition, and results of operations could be materially and adversely affected.
Introducing new business models or programs requiring implementation of new competencies, such as new process technologies and our development of new products or services, could affect our operations and financial results.
Introducing new business models or programs that demand new skills, such as advanced process technologies or independently developed products and services, brings both opportunities and challenges. The success of these initiatives hinges on multiple factors, including a deep understanding of the new market or business, timely and effective product development, market acceptance, and the ability to navigate risks tied to new models, programs, or product ramp-ups. Effective management of inventory levels aligned with anticipated demand, ensuring sufficient supply availability at reasonable costs, and addressing potential quality issues or defects early in the product launch are also critical. However, the outcome of these ventures is uncertain, requiring significant long-term investments and resource commitments without guaranteed customer demand. Additionally, new clients, such as cloud-based service providers, introduce demand cycles that differ from those of traditional clients, disrupting historical revenue patterns and complicating working capital management. If we are unable to manage the aforementioned factors in our future growth, our profit margin and results of operations may be adversely affected.
Increasing commoditization of AI servers and intensifying competition have resulted in pricing pressure and negative gross margins on our sales of AI servers, and could cause us to lose market share.
The AI server and infrastructure solutions industry is highly competitive and rapidly evolving. While our products emphasize proprietary design, integration and high-performance features, the core hardware components of AI servers (such as GPUs, CPUs, memory and interconnects) are widely available from third-party suppliers and can be integrated by other manufacturers. As the industry matures, these components are becoming increasingly standardized, which reduces differentiation among competing products and accelerates commoditization.
A growing number of established technology companies, cloud service providers, and new market entrants are manufacturing and marketing AI servers or similar infrastructure at scale. Many of these competitors possess substantially greater financial, technical, and marketing resources than we do, as well as long-standing customer relationships, stronger brand recognition, and more extensive global supply chains. These competitors may adopt aggressive pricing strategies, operate at lower margins, or bundle AI hardware with complementary services such as cloud platforms or software to capture market share.
For the fiscal year ended June 30, 2026, our sales of AI servers and related IT equipment generated a gross loss of US$1,219,327, primarily due to competitive pricing adopted to support market penetration and revenue growth. We may continue to face downward pressure on the comparative pricing of our products. To remain competitive, we may be forced to offer prices lower than our competitors or increase promotional incentives, which could materially reduce our gross margins. Alternatively, if we are unable to match competitor pricing due to higher procurement costs or smaller economies of scale, we may lose customers and fail to achieve targeted sales growth.
The commoditization of AI servers also heightens the importance of continuous product innovation, integration capabilities, and customer service. If we fail to differentiate our solutions effectively, capitalize on our designs, or transition into higher-value segments such as integrated cloud services, our business, financial condition, and results of operations could be materially and adversely affected.
Aggressive pricing by large incumbents and increases in component, energy, or labor costs may erode our margins, and we may not be able to pass such cost increases to our clients.
Our industry is dominated by large technology companies and component suppliers with substantial purchasing power, vertical integration, and the ability to operate on lower margins. These incumbents may adopt aggressive pricing strategies in order to secure market share, bundle AI servers with cloud or software offerings, or leverage long-standing customer relationships to impose unfavorable pricing dynamics on smaller competitors such as us. As a result, we may face persistent downward pressure on our selling prices, even as our operating costs rise.
At the same time, our cost structure is heavily influenced by the price of critical components, energy consumption, and labor. The advanced GPUs, processors, and cooling systems used in our products are subject to significant price volatility, and in some cases are supplied by a limited number of vendors with substantial market power. In addition, rising global energy costs, increasing wages for skilled engineering and technical personnel, and inflationary pressures on logistics and materials all contribute to higher operating expenses.
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In a highly competitive environment, we may be unable to pass these cost increases through to our clients without losing business to competitors with greater scale or more favorable cost structures. Even where we succeed in raising prices, such increases may lag behind cost inflation, resulting in margin compression. If we are unable to manage procurement costs effectively, enhance operational efficiency, or sustain pricing power in a competitive market, our profitability and results of operations could be materially and adversely affected.
We may not be able to implement our business plans effectively to achieve future growth.
Our expansion plan is based upon a forward-looking assessment of market prospects of the AI server and infrastructure solutions industry and there is no assurance that such assessment will always turn out to be correct or that we will be able to grow our business as planned. Expansion plans may be affected by a number of factors beyond our control. Such factors include, but are not limited to, changes in global economic conditions, changes in supply and demand for AI server and infrastructure solutions services and government regulations relating to our industry. Our ability to leverage the brand name may be more limited in new product offerings than in our established product offerings, and we may face more intense competition from established companies in those new products. Furthermore, our future growth depends on our ability to improve our administrative, technical and operational infrastructure. As the business expands, we may encounter a range of difficulties in managing our business, such as difficulties (i) generating sufficient liquidity internally or obtaining external financing for capital needs, and (ii) allocating our resources and managing our relationships with a growing number of clients, suppliers and other business partners. There can be no assurance that future growth will materialize or that we will be able to manage future growth effectively, and failure to do so would have a material adverse effect on our business, financial position and results of operations.
Rapid innovation and component obsolescence in the semiconductor industry may render our current designs outdated, requiring costly redesigns and impacting our competitiveness.
Our AI server and infrastructure solutions rely on advanced semiconductor components, including GPUs, CPUs, memory modules, and interconnects, which evolve at a rapid pace. Leading semiconductor manufacturers frequently introduce new architectures with significantly improved performance, efficiency, or cost advantages, while discontinuing older product lines. As a result, the components incorporated into our current designs may become obsolete within a short time frame.
If key components used in our products are discontinued or replaced, we may be forced to redesign existing servers to integrate newer parts, which could require substantial engineering resources, testing, and validation costs. Such redesigns may delay product launches, increase procurement expenses, or reduce compatibility with previously deployed systems. In addition, redesign efforts may expose us to new technical risks, such as integration challenges, quality issues, or performance trade-offs.
Furthermore, if competitors are able to adopt or integrate newer semiconductor technologies more quickly than we can, our products may lose their competitiveness in terms of speed, efficiency, or cost-effectiveness. Customers may prefer competing solutions incorporating the latest technologies, which could result in reduced demand for our offerings and increased pricing pressure on our legacy products. Our inability to adapt promptly to component obsolescence and semiconductor innovation cycles could materially and adversely affect our business, financial condition, and results of operations.
Defects in our products, whether resulting from outsourced manufacturing, component suppliers, or our own assembly processes, could damage our reputation, increase costs, and materially and adversely affect our results of operations.
Although we design and develop our “SuperX” branded AI servers in-house, a substantial portion of the manufacturing and component production is performed by third-party suppliers and subcontractors. As a result, our ability to ensure consistent product quality, reliability, and performance depends not only on our internal quality control measures but also on the practices and standards of our external partners. If our subcontractors or suppliers fail to adhere to our specifications, deliver defective components, or deviate from agreed manufacturing processes, the resulting products may suffer from defects, underperformance, or failures in deployment.
Product defects or performance issues could lead to recalls, warranty claims, or the need for costly rework or replacement. Such events could also delay deliveries, disrupt customer operations, or cause us to breach contractual obligations. More importantly, even isolated incidents of defective products could harm our brand reputation and erode customer trust, which is critical in the competitive AI server and infrastructure solutions industry where reliability and performance are paramount.
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Because many of our components are sourced from specialized suppliers, it may not be possible to identify or remediate quality issues quickly. In addition, our reliance on third parties limits our ability to directly control their quality assurance systems, employee training, or compliance with applicable safety and environmental standards. As we ramp up assembly operations at our Japan Global Supply Center, which commenced production in January 2026, we also face risks inherent in ramping up new processes, equipment, and personnel, which could temporarily increase defect rates or reduce efficiency.
If we fail to maintain effective quality control over our suppliers, subcontractors, or new in-house operations, we may incur significant costs, lose clients, and suffer reputational harm. Any such occurrence could materially and adversely affect our business, financial condition, and results of operations.
We face intense competition from larger and better-resourced server manufacturers, system integrators and cloud service providers, which could cause us to lose market share or reduce our margins.
Our industry is highly competitive. We face competition from a wide range of domestic and foreign server manufacturers, system integrators and cloud service providers, including global server and infrastructure providers, original design manufacturers, the original equipment manufacturers whose products we resell, which also sell their products directly and through other resellers and system integrators, and, in AI cloud services, hyperscale cloud providers and specialized GPU cloud providers. Many of these competitors, often large corporations, wield substantial purchasing and market power, intensifying pricing and competitive pressures on us. Many of our competitors have global operations, greater financial resources and, in some cases, greater research and development and marketing capabilities. These competitors may outpace us in adopting new technologies or meeting evolving customer needs, leveraging greater technical expertise or engineering prowess. They often enjoy stronger brand recognition, broader market presence, and better access to acquisition opportunities. Additionally, they can allocate more resources to developing, promoting, and selling their services, compete more aggressively on price, and utilize excess capacity effectively. Their direct buying power from suppliers, lower cost structures due to geographic advantages, or willingness to operate at slimmer margins further heightens competition. We also compete with current and potential clients who weigh in-house production against outsourcing, sometimes shifting production internally to leverage excess capacity. The combination of the aforementioned factors could compress our profit margin and adversely affect our results of operations.
If we fail to maintain and develop our engineering, technological and production expertise, our products and services may become uncompetitive.
Our services operate in dynamic markets driven by rapidly evolving technology and process advancements. Our success hinges on several key factors: recruiting, retaining, and expanding our team of skilled staff; continuously enhancing our technological expertise; delivering services that align with shifting customer demands; and proactively adapting to technological changes in a timely and cost-effective manner. While we currently employ the assembly and testing technologies, equipment, and processes our customers require, there’s no guarantee we can sustain or develop the capabilities needed in the future. Emerging technologies, industry standards, or customer expectations could render our equipment, inventory, or processes obsolete or uncompetitive. Adopting new technologies, equipment, or services may demand significant capital investment, potentially squeezing our operating margins and financial performance. In newly established or acquired facilities, we may struggle to integrate or maintain our engineering and technological expertise. Failing to anticipate or adapt to clients’ evolving technological needs or to secure enough qualified personnel to uphold our expertise could significantly harm our operational results, undermining our ability to remain competitive in a fast-changing industry.
Disruptions to our information systems, including security breaches, losses of data or outages, and other security issues, could adversely affect our operations.
Our business relies on information systems, some managed by third parties, to handle confidential data, including financial reporting, inventory, procurement, invoicing, and electronic communications for our customers, suppliers, employees, and ourselves. Delays in implementing these systems could disrupt operations, cause data loss, or increase costs significantly. We actively monitor and address cybersecurity risks, adapting systems as needed and implementing safeguards like off-site data backups. However, these systems remain vulnerable to issues such as power outages, natural disasters, network failures, telecommunication disruptions, physical or electronic data loss, terrorist attacks, viruses, cyberattacks, and security breaches. These threats range from individual unauthorized access attempts to sophisticated attacks like industrial espionage, malware, phishing, or ransomware. Failure to prevent breaches or outages could disrupt operations, while the costs of monitoring, mitigating, and responding to cyber threats (including employee training, protective technologies and hiring experts) may strain financial performance. The increasing complexity of cyberattacks demands ongoing evaluation of new detection and prevention technologies, with no guarantee of complete protection. Data breaches could lead to significant losses, litigation, financial penalties, higher insurance costs, regulatory scrutiny, customer loss, and reputational damage. Additionally, compliance with evolving global data protection regulations incurs substantial costs and may require changes to business practices. Non-compliance could result in fines, penalties, and legal risks, further impacting our financial results.
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Our success depends on our ability to recruit, train, and retain skilled personnel for our assembly and manufacturing operations, and any failure to do so may adversely affect our performance.
As we scale in-house assembly and integration of AI servers at our Japan Global Supply Center, we rely on highly skilled engineers, technicians, and quality control staff to operate specialized equipment and meet stringent technical and reliability standards. The pool of qualified talent with the expertise required for advanced semiconductor assembly, liquid cooling, and high-density server integration is limited and highly competitive, particularly in regions with growing demand for AI server and infrastructure solutions.
Recruiting sufficient personnel may prove difficult due to competition from established multinational technology companies, higher compensation expectations, or geographic constraints. Our ability to deploy personnel across our locations also depends on obtaining and renewing work passes and visas for foreign employees in Singapore and the United States, which are subject to quotas, qualifying criteria and processing times that may change. Even if we succeed in hiring, newly recruited staff may require extensive training to perform to our standards, which could increase costs and delay the ramp-up of production capacity. Additionally, retaining skilled employees requires competitive compensation, career development opportunities, and a stable working environment. Failure to provide these may result in high turnover, loss of institutional knowledge, and further disruptions to operations.
If we cannot hire or train enough qualified staff, our assembly operations may suffer from inefficiencies, higher defect rates, or inability to meet delivery schedules. This would not only increase our operating costs but could also harm our reputation for quality and reliability. Any significant labor shortages, training deficiencies, or retention challenges could materially and adversely affect our ability to operate our business, our financial condition, and our results of operations.
Our operations and products are subject to environmental, energy, and emissions regulations, which could increase our costs, require retrofits, and adversely affect our competitiveness.
Our AI servers are energy-intensive and generate substantial heat and environmental impact when deployed at client facilities or data centers. As global awareness of climate change and environmental sustainability increases, governments and regulators in the United States, the European Union, Japan, Singapore, and other jurisdictions have adopted or are considering adopting stricter requirements relating to energy efficiency, emissions reduction, carbon reporting, and product lifecycle management (including recycling and disposal of electronic equipment).
Compliance with these requirements may impose significant costs on us and our clients. For example, regulations mandating reductions in energy consumption or emissions may require us to redesign our products, utilize alternative cooling fluids or materials, or retrofit existing systems. Environmental laws could also restrict the use of certain chemicals or rare materials integral to server production. Additionally, emerging requirements on carbon disclosures and ESG reporting may increase our compliance burdens and expose us to reputational risks if stakeholders perceive our efforts as insufficient.
Failure to comply with environmental or energy regulations may result in fines, penalties, suspension of operations, restrictions on sales, or exclusion from government or institutional procurement opportunities. Moreover, our reliance on external manufacturing partners exposes us to risks that such third parties may not adhere to applicable environmental standards, potentially resulting in supply chain disruptions or liability for non-compliance.
As environmental and energy-related regulations become more stringent, our research, production, and operational costs may increase, and failure to adapt our products or processes promptly could materially and adversely affect our business, financial condition, results of operations, and prospects.
Rapid technological shifts, including the emergence of new computing paradigms such as optical, quantum, or neuromorphic computing, may reduce demand for our current AI server and infrastructure solutions and require substantial reinvestment.
The AI server and infrastructure solutions industry is characterized by rapid innovation and frequent shifts in underlying computing architectures. Our business currently focuses on the design, assembly, and sale of high-performance GPU-centric AI servers, which represent the prevailing architecture for large-scale artificial intelligence and high-performance computing workloads. However, alternative paradigms such as optical computing, quantum computing, neuromorphic chips, and other novel architectures are being actively developed by well-funded research institutions, start-ups, and large technology companies.
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If these emerging technologies achieve commercial viability, they may offer superior performance, cost-efficiency, or energy savings compared to GPU-based systems. As a result, enterprises, research institutions, or cloud providers may migrate to such new solutions, thereby reducing demand for our existing products. This shift could shorten the useful life of our current designs, lead to early product obsolescence, and require significant investment in new research and development to remain competitive.
Transitioning to new architectures may also expose us to intellectual property licensing barriers, dependence on new suppliers, or the need to acquire or partner with specialized technology providers, all of which could increase costs and execution risk. If we fail to anticipate or adapt to technological paradigm shifts in a timely and cost-effective manner, our products may lose market relevance, and our business, financial condition, and results of operations could be materially and adversely affected.
The use of third-party designs, architectures, or reference designs in our products may expose us to intellectual property infringement claims, which could result in costly litigation, damages, or restrictions on our business.
Our AI server and infrastructure solutions are developed using a combination of our proprietary designs and technologies licensed or sourced from third parties, including reference designs and architectures provided by semiconductor manufacturers and other suppliers. While these third-party designs accelerate product development and integration, they may expose us to intellectual property infringement risks if the designs themselves are challenged or if our use of them exceeds the scope of the applicable license.
If any third party asserts that we have infringed or misappropriated their intellectual property rights, we may be required to engage in costly litigation to defend ourselves, regardless of the merit of the claims. Such disputes could divert management attention, require significant legal expenses, and result in injunctions preventing us from selling certain products. In addition, we may be required to pay damages, enter into unfavorable licensing arrangements, or redesign our products to avoid infringement, which could increase costs and delay product delivery.
Because many of our products depend on widely used semiconductor designs and architectures, we may be targeted by infringement claims from competitors, patent-holding entities, or other rights holders seeking to extract royalties or settlements. Even if we believe our use of third-party designs is properly licensed or legally permissible, there is no assurance that we will prevail in any such disputes. Any intellectual property infringement claims, successful or not, could materially and adversely affect our reputation, customer relationships, business, financial condition, and results of operations.
Natural disasters, health epidemics, geopolitical conflicts and other catastrophic events could disrupt our operations, our supply chain and the data centers that host our services.
Our operations, our suppliers and logistics providers and the third-party data centers that host our cloud services are located in areas, including Japan, Singapore, the United States and elsewhere in Asia, that are subject to earthquakes, typhoons, floods and other natural disasters, and could be affected by power outages, health epidemics or pandemics, terrorism, armed conflict, political unrest and other events outside our control. Our Japan Global Supply Center is located in Mie Prefecture, Japan, an area subject to seismic activity. Any such event could damage our facilities or inventory, interrupt the assembly and delivery of our AI servers or the availability of our cloud services, disrupt the supply of GPUs and other components, reduce demand from our customers and adversely affect our business, financial condition and results of operations. Our insurance may not cover, or may be insufficient to compensate us for, losses resulting from such events.
Uncertain global economic conditions could reduce demand for our products and services and our margins.
During economic downturns or recessions, there can be a heightened competition for our services and increased pressure to reduce our prices as our customers may reduce their demand for our products and services. If we lose significant sales volume or reduce our prices significantly, then there could be a negative impact on our consolidated financial condition or results of operations, profitability and cash flows.
Our results of operations have fluctuated significantly from period to period and may continue to do so, and our revenue in any period may not be indicative of our future results.
Our revenue from continuing operations was US$20,340,857 for the fiscal year ended June 30, 2026, compared with US$1,028,061 for the fiscal year ended June 30, 2025, and we recorded no revenue from continuing operations for the fiscal year ended June 30, 2024. Our revenue depends on a small number of large AI server orders, the timing of which is determined by our customers’ data center readiness, financing and procurement cycles and by the availability of GPUs and other components, and a single order can represent a substantial portion of our revenue for a period. We recognize revenue from the sale of AI servers when control of the equipment passes to the customer, which may occur in a period different from that in which the order was received or announced, and the deferral or cancellation of a single delivery can cause our revenue to fall significantly from one period to the next.
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Our results of operations are also affected by the prices and availability of components, by the mix of AI server sales, services and cloud services, by non-cash items such as share-based compensation, the remeasurement of contingent consideration and credit loss expense, which were significant for the fiscal year ended June 30, 2026, by the results of our equity method investees and by movements in exchange rates. As a result, our results of operations are difficult to forecast, may fluctuate significantly from period to period and may fall below the expectations of investors and securities analysts, which could cause the market price of our Ordinary Shares to decline. Our revenue growth in any period should not be relied upon as an indication of our future performance.
We are subject to anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws, and any violation of those laws by us or by our partners, distributors, agents or other third parties could expose us to penalties and reputational harm.
We are subject to the U.S. Foreign Corrupt Practices Act, the Prevention of Corruption Act 1960 of Singapore, the Unfair Competition Prevention Act of Japan and other anti-corruption and anti-bribery laws in the jurisdictions in which we operate, which generally prohibit companies and their employees, agents and intermediaries from making, offering or authorizing improper payments to government officials and other persons in order to obtain or retain business or an improper advantage, and which in some cases also prohibit commercial bribery. We sell to customers and procure from suppliers in several jurisdictions, in some cases through channel partners, distributors and other intermediaries, we conduct part of our business through joint ventures with partners that we do not control, and our customers may include government agencies, government-affiliated entities and public research institutions. We are also subject to economic sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and by the governments of Singapore, Japan and other jurisdictions, and to anti-money laundering and counter-terrorism financing laws, which prohibit or restrict dealings with sanctioned countries, persons and entities and require us to understand the ownership of our counterparties and the source of the funds that we receive.
We have adopted policies and procedures, including counterparty screening, that are designed to promote compliance with these laws, but they may not prevent our employees, joint venture partners, intermediaries or other third parties from engaging in prohibited conduct, for which we may be held responsible. Any violation, or allegation of a violation, of these laws could result in investigations, civil and criminal penalties, disgorgement, the loss of export privileges, the termination of our relationships with suppliers and customers, including our participation in the NVIDIA Partner Network, and reputational harm, and could require us to devote significant management time and expense to responding, any of which could materially and adversely affect our business, financial condition and results of operations.
We are subject to tax laws in multiple jurisdictions, and changes in tax laws, challenges to our transfer pricing or the assertion by a tax authority that we or one of our subsidiaries has a taxable presence in a jurisdiction could increase our tax liabilities.
We are incorporated in the British Virgin Islands, are headquartered in Singapore and conduct business through subsidiaries and joint ventures in Singapore, Japan, the United States and other jurisdictions, and we sell products and provide services across borders. We are subject to the income, withholding, goods and services, consumption, sales and other taxes of those jurisdictions, and the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment. Our intercompany arrangements, including the supply of products and services between our subsidiaries and the allocation of income and expenses among them, are subject to transfer pricing rules that require those arrangements to be on arm’s length terms, and tax authorities may challenge the prices and allocations that we apply.
Tax authorities may also assert that one of our group companies has a permanent establishment or other taxable presence in a jurisdiction in which it does not currently file tax returns, for example because our employees or contractors negotiate or conclude contracts there, or that a group company is tax resident in a jurisdiction other than the one in which it is treated as resident. See “Risks Relating to Doing Business in Singapore - If we are treated as a Singapore tax resident, our income could become subject to Singapore income tax, which could adversely affect our results of operations.” Tax laws, tax treaties and their interpretation are subject to change, including through the implementation of the global minimum tax rules developed by the Organization for Economic Co-operation and Development, which several of the jurisdictions in which we operate have enacted and which could apply to us if our consolidated revenue exceeds the applicable threshold, and changes may be applied retroactively. Any such challenge or change could result in additional taxes, interest and penalties and could materially and adversely affect our results of operations and cash flows.
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We may become involved in legal, regulatory and administrative proceedings, including claims under the indemnities and warranties that we provide to customers and other counterparties, which could be costly and could divert the attention of our management.
From time to time we may be party to litigation, arbitration, regulatory inquiries and other proceedings arising in the ordinary course of our business, including commercial disputes with customers, suppliers, channel partners and joint venture partners, product liability and warranty claims, intellectual property claims, employment matters, securities claims and inquiries from regulators and securities exchanges. Our agreements with customers and partners may require us to indemnify them for losses arising from intellectual property infringement, breaches of data protection, export control or other laws, product defects or other matters, and these indemnification obligations may not be subject to a cap, or may be capped at amounts that exceed the value of the related contract.
Litigation and other proceedings are inherently uncertain and can be expensive and time-consuming, whatever their merit or outcome. They may require us to pay damages, penalties or settlements, to change our business practices or to cease using certain technologies, and they may divert the attention of our management and other resources from the operation of our business. Our insurance may not cover the costs of such proceedings or any resulting liabilities. Adverse outcomes, or the costs of defending claims, could materially and adversely affect our business, financial condition and results of operations. See “Item 8. Financial Information - 8.A. Consolidated Statements and Other Financial Information - Legal and Administrative Proceedings.”
Risks Relating to Our Acquisitions, Investments and Joint Ventures
We recognized credit loss expense on loans receivable during fiscal year 2026, and the uncollected balance remains subject to credit risk.
SuperX Industries Pte. Ltd., which we acquired in April 2025 and May 2025, held an unsecured loan receivable owed by the seller. Under the acquisition agreements, additional Ordinary Shares were issuable to the seller by reference to qualifying repayments by the seller of that loan during the applicable contractual collection periods. For the fiscal year ended June 30, 2026, we recognized credit loss expense of US$9,157,815 on our loans receivable portfolio, including the seller loan acquired in the SuperX Industries acquisition. We also recognized a net loss of US$12,715,635 from fair value changes of the related contingent consideration payable, which was settled in part by the issuance of 2,748,750 Ordinary Shares. The contractual collection periods for further contingent share consideration ended on March 12, 2026 and April 29, 2026. Reflecting this commercial connection, SuperX Industries and the seller agreed to a full and final settlement under the Loan Waiver and Settlement Agreement, approved by the board of directors of SuperX Industries on June 29, 2026 and effective the same day. Under the agreement, the seller irrevocably relinquished any remaining rights and claims relating to contingent share consideration, and SuperX Industries waived the remaining seller loan principal and accrued interest, which we wrote off against the allowance for credit losses. No balance under the settled seller loan or related contingent consideration liability remained at June 30, 2026. The goodwill arising from the acquisition was fully impaired in the fiscal year ended June 30, 2025. Our other loans receivable, which consist of unsecured term loans to third parties, had a carrying amount of US$15,014,411 as of June 30, 2026, of which approximately US$13,135,000 was collected in September 2026. These subsequent collections substantially reduced the outstanding loan exposure. The uncollected balance remains subject to credit risk, and we continue to monitor its recoverability. See “Notes 6, 13, 20, 21 and 27 to our consolidated financial statements included elsewhere in this annual report.”
We conduct part of our business through joint ventures and non-wholly owned subsidiaries that we do not fully control, and disagreements with our partners or the failure of these ventures could adversely affect us.
We conduct part of our business through joint ventures and other entities that we do not wholly own. As of June 30, 2026, we held a 51% equity interest in SuperX Global Services Pte. Ltd., a 45% equity interest in SuperX Optical Communications Pte. Ltd., a 40% equity interest in SuperX Digital Power Pte. Ltd. and a 35% equity interest in SuperX Cooltech Pte. Ltd., each formed in Singapore with third-party partners. We also held, through a 51%-owned subsidiary, a 53% equity interest in a joint venture in mainland China (see “Item 4. Information on the Company - 4.A. History and Development of the Company”) and a 75.5% interest in SuperX MicroInference, whose remaining shareholders hold a put option that, subject to the satisfaction of specified conditions, may require us to acquire their remaining 24.5% interest.
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For our unconsolidated joint ventures, matters such as changes to registered capital, dividend policy, material changes to the business scope, significant investments and mergers and acquisitions require the approval of our partners as well as our own, and our partners appoint certain of the directors and senior officers of the ventures. Our partners may have economic or strategic interests that differ from ours, may be unable or unwilling to fund their share of the capital or other commitments of a venture, may compete with the venture or with us, or may become subject to legal, regulatory or trade restrictions that affect the venture. Several of our partners are affiliates of companies based in mainland China, which may expose the ventures to export control, sanctions, procurement and customer acceptance risks in the markets they are intended to serve. Deadlock, disputes or the termination of a joint venture agreement could delay or prevent a venture from carrying on its business, and we may be unable to replace a partner on acceptable terms or at all.
Whether we consolidate these entities or account for them under the equity method depends on our ability to control them, which depends on the governance arrangements in each case and on facts that may change over time. As of June 30, 2026, we accounted for each of these joint ventures (other than SuperX MicroInference, which we consolidate), including those in which we hold a majority equity interest, under the equity method because significant decisions require the consent of a joint venture partner. As of June 30, 2026, the carrying amount of our investments in equity method investees was US$4,220,122, our share of the results of equity method investees for the fiscal year ended June 30, 2026 was a loss of US$408,228, and redeemable noncontrolling interests of US$357,854 relating to SuperX MicroInference were recorded in mezzanine equity. A change in the consolidation conclusion for any of these entities could materially change our reported revenue, expenses, assets and liabilities without any change in the underlying business, and could require us to restate or revise previously reported financial information. Apex AI became a consolidated subsidiary on July 10, 2026. See Note 27 to our consolidated financial statements.
A portion of our commercial activity is also conducted by these non-wholly owned entities. The AI data center power, cooling and optical interconnect solutions that we are developing with our joint ventures remained under development as of June 30, 2026 and had not generated revenue for us on a consolidated basis, and we may not recover our investments in these ventures if their products are not successfully commercialized. Where revenue, customer relationships or intellectual property reside in an entity that we do not wholly own, we share the economic benefit with our partners and with noncontrolling holders, and our ability to direct the use of those assets, to obtain cash from those entities through dividends or otherwise and to enforce our contractual rights may be limited. If any of these ventures fails to perform as expected, is dissolved or is terminated, or if we are required to acquire our partners’ interests at a time or at a price that is unfavorable to us, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Certain of our subsidiaries and joint ventures are, and others may become, subject to U.S. export controls and economic sanctions and to local laws and regulations, and geopolitical tensions could adversely affect our investments in, and the amounts due to us from, those entities and harm our reputation.
We hold interests in subsidiaries and joint ventures in jurisdictions outside Singapore, Japan and the United States, including a 53% equity interest, held through a 51%-owned subsidiary, in Apex AI, which was established in mainland China in February 2026. As of June 30, 2026, we accounted for Apex AI under the equity method because significant investment and operating decisions required the consent of both us and our joint venture partner. Apex AI became a consolidated subsidiary on July 10, 2026 after we entered into an acting-in-concert agreement. See “Item 4. Information on the Company - 4.A. History and Development of the Company” for a description of that investment. During the fiscal year ended June 30, 2026, our subsidiaries in mainland China performed procurement support and technical support functions for our group, did not sell products or services to customers and generated no revenue.
Certain of our subsidiaries and joint ventures, are subject to export license requirements for certain items pursuant to U.S. export controls, and others may become subject to them as those controls change. The U.S. Export Administration Regulations require a license for the export, re-export or in-country transfer to or within certain jurisdictions, of advanced computing integrated circuits, including certain NVIDIA GPUs, and of computers and servers that contain them, and such licenses may not be available. Accordingly, our subsidiaries and joint ventures in those jurisdictions may procure, manufacture and sell only products that may lawfully be supplied there, and their businesses may depend on their continued participation in the partner programs of NVIDIA and other U.S. suppliers, which those suppliers may modify or terminate at their discretion. U.S. export controls have in the past been extended to products that had been designed for those markets, and the U.S. government could impose new license requirements on the products that those entities purchase, which could prevent them from purchasing or selling those products and impair their ability to repay the amounts due to us. Changes in U.S. export controls or sanctions, the designation of any of those entities, any of our joint venture partners or any of their affiliates on a U.S. restricted party list, countermeasures adopted by the governments of those jurisdictions, or a deterioration in their relations with the United States could restrict or prevent those entities from conducting their business. Any of these events could also subject our group to increased scrutiny from U.S. authorities, our suppliers and our customers, harm our reputation and require us to record an impairment of our investments in, or of the amounts due to us from, those entities.
Those subsidiaries and joint ventures are also subject to the local laws and regulations of the jurisdictions in which they operate, including those relating to foreign investment, foreign exchange, taxation, employment, cybersecurity, data security and personal information protection, which, together with their interpretation and enforcement, can change quickly and with little advance notice, and local governments may have significant authority to regulate, and to intervene in, the conduct of business. New laws or regulations, or new interpretations of existing laws or regulations, could require us or those entities to obtain approvals or complete filings, restrict their activities or our ability to transfer funds to or from them, or result in fines or other sanctions.
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We may pursue acquisitions, investments and joint ventures that may not be successful, may be difficult to integrate and may dilute our shareholders, require us to incur debt or result in impairment charges.
Since 2025, we have acquired SuperX Industries and our interest in SuperX MicroInference, established joint ventures for AI data center power, cooling and optical interconnect solutions and for deployment and maintenance services, and made other investments, and we may in the future acquire businesses, technologies, products or assets, or invest in or form additional joint ventures, in order to expand our product offerings, our manufacturing and service capabilities or our geographic reach. We may not be able to identify suitable targets or partners, to complete transactions on acceptable terms or to obtain any required regulatory approvals, including under foreign investment, merger control and export control laws, and we may incur significant expenses in pursuing transactions that are not completed.
Acquisitions and investments involve numerous risks, including the diversion of management’s attention, difficulties in integrating acquired operations, personnel, systems and controls, including internal control over financial reporting, the assumption of unknown liabilities, the loss of key employees or customers of the acquired business, the recording of goodwill and other intangible assets that may become impaired, as occurred with the goodwill recorded on our acquisition of SuperX Industries, the issuance of Ordinary Shares as consideration, which dilutes our existing shareholders, and the incurrence of debt. Our investments in joint ventures and other entities may not be recoverable, and we may be required to fund capital contributions or to provide advances or guarantees to them, as we have done for certain of our joint ventures. If we fail to realize the anticipated benefits of our acquisitions, investments and joint ventures, our business, financial condition and results of operations could be materially and adversely affected.
The AI data center power, liquid cooling and optical interconnect solutions that we are developing with our joint ventures may not be successfully developed, certified or commercialized, and if they are, they will expose us to technical, competitive, product liability and project execution risks that we have not previously managed.
Through SuperX Digital Power Pte. Ltd., SuperX Cooltech Pte. Ltd. and Calibre Opto-Semi Pte. Ltd. (formerly known as SuperX Optical Communications Pte. Ltd.), our joint ventures with partners that contribute technology, personnel and manufacturing capabilities, we are developing 800-volt direct current power solutions, liquid cooling products, including coolant distribution units and cold plates, and optical interconnect modules and components for AI data centers. These solutions remained under development as of June 30, 2026, had not generated revenue for us on a consolidated basis and depend on the technology, personnel and manufacturing capabilities of our joint venture partners. Their development may take longer and cost more than we expect, and they may not achieve the performance, reliability, energy efficiency or cost targets required by data center operators and server vendors.
AI data center infrastructure is subject to evolving technical standards and reference architectures, including those published by GPU vendors and industry bodies for high-voltage direct current power distribution and liquid cooling, and our solutions must be compatible with the servers, racks and facilities of our customers. They will require safety and other certifications in each market in which they are sold and lengthy qualification by data center operators and server vendors before they are adopted, and standards may change before or after we complete their development. We will compete with established suppliers of power, thermal management and optical products. These suppliers have substantially greater resources, longer operating histories, established customer relationships and broader product portfolios than we do. The manufacture of these products depends on copper, aluminum, rare earth elements and other raw materials and on electronic components whose prices and availability are volatile and may be affected by export restrictions, and on intellectual property that is owned by, or licensed from, our joint venture partners.
Power and liquid cooling products carry a risk of fire, electrical fault and coolant leakage, which could cause property damage, personal injury and the loss of data or computing capacity at the facilities in which they are installed, and could expose us and our joint ventures to product liability, warranty and recall claims that may exceed our insurance coverage. In addition, our Japanese subsidiary has entered into a non-binding memorandum of understanding contemplating a pilot AI data center project in Mie Prefecture, Japan, and we may in the future participate in the design, construction or operation of AI data centers. Such projects would expose us to risks that we have not previously managed, including the availability of suitable sites and of grid connections and power, construction, permitting and environmental approvals, cost overruns and delays, the financing of the project, and liquidated damages or other penalties for late completion or performance shortfalls. If we are unable to develop and commercialize these solutions successfully, we may not recover our investments in these joint ventures, and our growth prospects could be materially and adversely affected.
Risks Relating to Doing Business in Japan
We may be unsuccessful in expanding and operating our business in Japan, including in operating our Japan Global Supply Center, which commenced production in January 2026, and in fulfilling orders from our customers in Japan, which could adversely affect our results of operations.
We conduct operations in Japan through our wholly owned subsidiary, SuperX Japan, which operates our Japan Global Supply Center in Tsu City, Mie Prefecture. For the fiscal year ended June 30, 2026, revenue attributed to Japan, based on the location of the group company entering into the contract, was US$18,551,701, or 91.2% of our revenue. The entry and operation of our business in this market could cause us to be subject to unexpected, uncontrollable, and rapidly changing events and circumstances in Japan. As we continue our Japanese operations, we are potentially subject to various risks, including, but not limited to:
| ● | varied, unfamiliar, unclear, and changing legal and regulatory restrictions, including different legal and regulatory standards applicable to the manufacture, import, export and maintenance of AI servers and the development of data centers; |
| ● | compliance with multiple and potentially conflicting regulations in the jurisdictions in which we operate, including Japan, Singapore and the United States; |
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| ● | difficulties in staffing and managing Japanese operations; |
| ● | differing intellectual property laws that may not provide sufficient protections for our intellectual property; |
| ● | proper compliance with local tax laws, which can be complex and may result in unintended adverse tax consequences; |
| ● | fluctuations in the exchange rate of the Japanese yen, which may adversely affect our profitability; |
| ● | changes in general economic, health, and political conditions in Japan; |
| ● | potential labor strike, lockouts, work slowdowns, and work stoppages; and |
| ● | different customer requirements in the Japanese market. |
Our current and any future expansion plans will require management attention and resources and may be unsuccessful. We may find it impossible or prohibitively expensive to continue expanding into the Japanese market or we may be unsuccessful in our attempt to do so, and our results of operations could be adversely impacted.
Our operations in Japan are subject to Japanese foreign exchange and trade control, product safety, labor and personal information laws, and any failure to comply with them could disrupt our Japan Global Supply Center and our sales in Japan.
Our Japanese subsidiary, SuperX Japan, operates our Japan Global Supply Center in Tsu City, Mie Prefecture, and sells AI servers to customers in Japan. Our investment in that subsidiary and its activities are subject to the Foreign Exchange and Foreign Trade Act of Japan, under which the establishment of a Japanese company by a foreign investor in a designated business sector, including the manufacture of computers, may require prior notification to the Minister of Finance and the minister with jurisdiction over the business, and under which the export from Japan of controlled goods and technology, including high performance computing equipment, requires a license from the Ministry of Economy, Trade and Industry. Servers that we configure in Japan are also subject to the technical standards and marking requirements of the Electrical Appliance and Material Safety Act and, where they emit radio waves, the Radio Act, and our employment of staff in Japan is subject to the Labor Standards Act, the Labor Contract Act and related legislation, and our handling of personal data to the Act on the Protection of Personal Information. If we fail to make a required notification or obtain a required license or certification, or if we fail to comply with Japanese labor or data protection law, we could be subject to fines, orders to suspend or unwind transactions, product recalls or claims by employees or customers, and our ability to operate the Japan Global Supply Center and to fulfill orders from Japanese customers could be disrupted.
Risks Relating to Doing Business in Singapore
If we are treated as a Singapore tax resident, our income could become subject to Singapore income tax, which could adversely affect our results of operations.
Under the Income Tax Act 1947 of Singapore, or the Singapore Income Tax Act, a company established outside Singapore but whose governing body, being the board of directors, usually exercises de facto control and management of its business in Singapore could be considered a tax resident in Singapore. However, such control and management of the business would generally not be regarded as being exercised in Singapore if physical board meetings at which strategic decisions are made are mainly conducted outside of Singapore. Where board resolutions are passed in the form of written consent signed by the directors each acting in their own jurisdictions, or where the board meetings are held by teleconference or videoconference, it is possible that the place of de facto control and management will be considered to be where the majority of the board are located when they sign such consent or attend such conferences.
We are headquartered in Singapore, and our board meetings are generally held in hybrid form, with our directors, who are located in several jurisdictions, participating principally by remote means. We believe that SuperX is not a Singapore tax resident for Singapore income tax purposes. However, the tax residence status of SuperX is subject to determination by the Inland Revenue Authority of Singapore, or IRAS, and uncertainties remain with respect to the interpretation of the term “control and management” for the purposes of the Singapore Income Tax Act. If IRAS determines that SuperX is a Singapore tax resident for Singapore income tax purposes, the income of SuperX on a standalone basis that is received or deemed by the Singapore Income Tax Act to be received in Singapore, where applicable, may be subject to Singapore income tax. If SuperX is regarded as a Singapore tax resident, any foreign-sourced dividends received or deemed received by SuperX in Singapore from our subsidiaries outside Singapore with a rate of income tax or tax of a similar nature of less than 15% may be subject to additional Singapore income tax. Income is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase any movable property that is brought into Singapore. In addition, as Singapore does not impose withholding tax on dividends declared by Singapore resident companies, if SuperX is considered a Singapore tax resident, dividends paid to the holders of our Ordinary Shares will not be subject to withholding tax in Singapore. Regardless of whether or not SuperX is regarded as a Singapore tax resident, holders of our Ordinary Shares who are not Singapore tax residents would generally not be subject to Singapore income tax on gains derived from the disposal of our Ordinary Shares if such shareholders do not maintain a permanent establishment in Singapore, to which the disposition gains may be effectively connected, and the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our Ordinary Shares is performed outside of Singapore. For Singapore resident shareholders, if the gain from disposal of our Ordinary Shares is considered by IRAS as revenue in nature, such gain will generally be subject to Singapore income tax, and not taxable in Singapore if the gain is considered by IRAS as capital gains in nature to the extent that it does not fall within the ambit of Section 10L of the Singapore Income Tax Act. See “Item 10. Additional Information - 10.E. Taxation - Singapore Taxation - Gains with Respect to Disposition of Our Ordinary Shares.”
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It may be difficult for you to enforce any judgment obtained in the United States against us, our directors, executive officers or our affiliates.
We are a company incorporated under the laws of the British Virgin Islands. We conduct our operations outside the United States and, except for certain of our investments and the GPU servers and related equipment at our AI Inference Cloud Hub in Denver, Colorado, substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers reside outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the U.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for investors to enforce liabilities based upon U.S. securities laws.
Even if you are successful in bringing an action of this kind, the laws of the British Virgin Islands, Singapore, Japan or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the British Virgin Islands, Singapore and Japan, see “Enforceability of Civil Liabilities.”
Accordingly, there can be no assurance that the courts of the British Virgin Islands, Singapore or Japan would enforce against us, our directors or our executive officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.
The ability of our subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.
We are a holding company, and certain of our Operating Subsidiaries are located in Singapore. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from our subsidiaries is subject to restrictions imposed by the applicable laws and regulations in these markets, which are described in “Item 3. Key Information - Transfers of Cash between Our Company and Our Subsidiaries” and “Item 8. Financial Information - 8.A. Consolidated Statements and Other Financial Information - Dividend Policy.” In addition, although there are currently no foreign exchange control regulations which restrict the ability of our subsidiaries in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiaries to distribute dividends to us may be restricted in the future.
We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.
We are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as the constitution of our Singapore subsidiaries. In particular, the export, transshipment, transit and brokering of strategic goods, which include the high-performance computers and related components that we sell, are regulated under the Strategic Goods (Control) Act 2002 of Singapore, which controls the transfer and brokering of strategic goods, strategic goods technology, goods and technology capable of being used to develop, produce, operate, stockpile or acquire weapons capable of causing mass destruction, and for purposes connected therewith. The Strategic Goods (Control) Act 2002 of Singapore requires permits from Singapore Customs for items on the Strategic Goods Control List, which are military and dual-use (both civilian and military) goods, software and technologies regulated under the Strategic Goods (Control) Act 2002, and any person who holds a permit or who is registered contravenes, without lawful excuse, a condition of the permit or registration shall be guilty of an offence and shall be liable on conviction to a fine or imprisonment or both.
The laws of Singapore and of the United States differ in certain significant respects. The application of Singapore law may, in certain circumstances, impose more restrictions on us, our directors and officers than would otherwise be applicable to U.S. corporations. For instance, under the Central Provident Fund Act 1953 of Singapore, we are required to make Central Provident Fund contributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore under a contract of service (save for employees who are employed as a master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners). Generally, we are also required to take out mandatory insurance for accidents which arise in the course of an employee’s employment under the Work Injury Compensation Act 2019 of Singapore.
Our operations in Singapore and other markets in Asia expose us to the economic, political and regulatory risks of those markets.
We are headquartered in Singapore and conduct operations in Singapore, Japan and other markets in Asia. Our operations in these markets are subject to risks relating to their economic, political and social conditions, including the following:
| ● | currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; |
| ● | inflation in the region may increase our operating costs; |
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| ● | the performance of our operations and the success of our strategy could be significantly affected by changes in economic conditions in the region. Economic growth in the region may also be affected by terrorism or acts of war; and |
| ● | political changes may lead to changes in the business, legal and regulatory environments in which we operate. Volatile political situations in certain countries in the region could adversely affect our business. |
Any disruptions in our business activities or volatility or uncertainty in the economic, political or regulatory conditions in the markets we operate in could adversely affect our business, financial condition, results of operations and prospects.
Adverse changes in government regulations in Singapore may materially and adversely affect our operations and financial condition.
A portion of our business operations is based in Singapore. Our operations in Singapore are subject to laws and government regulations of Singapore. These are described under “Item 4. Information on the Company - 4.B. Business Overview - Regulations Related to our Business Operations in Singapore.”
We believe that we are currently not required to obtain any material license or approval to carry on our sales of AI servers and our AI cloud services in their current scope in Singapore. Should there be any changes in the regulatory requirements and we are not able to comply with them in a timely manner or if compliance of these requirements involved substantial costs, the business, results of operations and our financial position may be adversely affected.
Our sales of AI servers from Singapore and our AI cloud services in Singapore are also subject to Singapore laws relating to export controls, data protection and cybersecurity, including the Strategic Goods (Control) Act 2002, which requires a permit for the export, transshipment or brokering of items on the Strategic Goods Control List, which are military and dual-use (both civilian and military) goods, software and technologies regulated under the Strategic Goods (Control) Act 2002 and includes certain high-performance computers and related components, and the Personal Data Protection Act 2012. If we are designated by the Commissioner of Cybersecurity of Singapore as a major foundational digital infrastructure service provider, we would also become subject to additional statutory cybersecurity obligations under the Cybersecurity Act 2018 of Singapore. Any failure to comply with these laws, or any change in them or in their enforcement, could result in penalties, restrict our ability to sell our products or provide our services, or increase our costs.
Risks Relating to Doing Business in the United States
Our operations in the United States subject us to U.S. federal, state and local laws and regulations, and changes in U.S. trade, technology and tax policy could increase our costs or restrict our operations there.
We provide AI cloud computing and AI model API services in the United States through SuperX Singapore, which operates our AI Inference Cloud Hub in Denver, Colorado, launched in June 2026, using GPU servers hosted in a third-party data center facility. Our U.S. operations are subject to U.S. federal, state and local laws and regulations, including those relating to data privacy and security, consumer protection, artificial intelligence, employment, taxation and the import of goods. Several U.S. states, including California and Colorado, have adopted laws regulating the collection and use of personal data and the development and deployment of certain AI systems, and such laws may impose obligations on us or on our customers that increase our compliance costs or reduce demand for our services. U.S. authorities have also proposed rules that would impose customer identification and reporting obligations on providers of cloud computing services, and could restrict the provision of remote access to advanced computing capacity to certain foreign persons.
Tariffs imposed or proposed by the U.S. government on imported servers, GPUs and other components have increased, and may further increase, the cost of deploying equipment in the United States, and the scope and duration of such tariffs have been subject to frequent change and legal challenge. In addition, as a non-U.S. company, our U.S. operations could be subject to increased scrutiny by U.S. authorities, customers and suppliers. U.S. federal and state laws restrict, or have been proposed that would restrict, the ownership or operation by foreign persons of certain assets, including data centers, land near sensitive facilities and businesses involving critical technologies, and any acquisition by us of a U.S. business or of U.S. real estate could be subject to review by the Committee on Foreign Investment in the United States. Any of these factors could increase our costs, limit our ability to grow our U.S. operations and adversely affect our results of operations.
Risks Relating to Our Ordinary Shares
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
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| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring holders of more than 10% of our Ordinary Shares to file public reports of their share ownership and trading activities and imposing liability on insiders for short swing profits under Section 16(b); and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
However, as a result of the Holding Foreign Insiders Accountable Act, since March 18, 2026 our directors and officers have been subject to the reporting requirements of Section 16(a) of the Exchange Act and file reports of their beneficial ownership of, and transactions in, our Ordinary Shares on Forms 3, 4 and 5. They remain exempt from the short swing profit recovery provisions of Section 16(b) and the short sale restrictions of Section 16(c), and holders of more than 10% of our Ordinary Shares remain exempt from Section 16 in its entirety. We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases, distributed pursuant to the rules and regulations of Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
Our Ordinary Shares may be prohibited from trading in the United States under the HFCA Act if the PCAOB is unable to inspect or investigate completely our auditor.
Under the HFCA Act, as amended by the Consolidated Appropriations Act, 2023, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that the PCAOB has been unable to inspect or investigate completely for two consecutive years because of a position taken by an authority in a foreign jurisdiction, the SEC will prohibit our securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB determined that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, and on December 15, 2022, the PCAOB vacated those determinations.
On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA (i) to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, and (ii) so that any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company’s auditors. As it was originally enacted, the HFCAA applied only if the PCAOB’s inability to inspect or investigate because of a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act, 2023, the HFCAA now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction.
Our current independent registered public accounting firm, HTL International, LLC, is headquartered in Houston, Texas, is registered with the PCAOB (PCAOB ID 7000) and is subject to regular PCAOB inspection, and no inspection report on it has yet been issued. KD & Co., which audited our consolidated financial statements for the fiscal years ended June 30, 2025 and 2024, is headquartered in Hong Kong (PCAOB ID 7137) and is not subject to any PCAOB determination. If the PCAOB were again to make such a determination, it would not of itself affect HTL International, LLC, but it could affect the audit work performed in respect of our subsidiaries in those jurisdictions and the reissuance of prior period reports by KD & Co., and if the SEC were to identify us as a Commission identified issuer for two consecutive years our Ordinary Shares would be prohibited from trading in the United States.
The future inspection by the PCAOB of HTL International, LLC, which has been registered with the PCAOB since February 16, 2023, will depend on the PCAOB’s inspection program and on continued access to the working papers of our former auditor. These matters could add uncertainties to our listing on the Nasdaq Capital Market, and we cannot assure you that Nasdaq or regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.
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Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of our Ordinary Shares to decline.
Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could cause the market price of our Ordinary Shares to decline. As of June 30, 2026, 43,984,329 Ordinary Shares were outstanding, excluding 2,051,899 Ordinary Shares held as treasury shares. Sales of our Ordinary Shares into the market could cause the market price of our Ordinary Shares to decline.
In addition, as of June 30, 2026, 4,896,665 Ordinary Shares were issuable upon exercise of outstanding warrants, 3,211,500 Ordinary Shares were issuable upon exercise of outstanding share options and 391,383 Ordinary Shares were issuable upon vesting of outstanding restricted share units under our 2024 Equity Incentive Plan and 2025 Equity Incentive Plan. In July 2026, we issued convertible notes to Mercuria Holdings (Singapore) Pte. Ltd. that are convertible into up to 3,300,000 Ordinary Shares, and up to 1,100,000 additional Ordinary Shares are issuable upon exercise of warrants to be issued upon full conversion of those notes. A substantial number of our outstanding Ordinary Shares were issued in private placements and may be resold in the public market subject to Rule 144.
Our convertible notes require repayment in cash at maturity if not converted, contain most favored nation provisions that may restrict or increase the cost of future financings, and their conversion and the related warrants would dilute our shareholders.
On June 25, 2026, we entered into a convertible note and warrant subscription agreement with Mercuria Holdings (Singapore) Pte. Ltd. providing for the issuance of US$26,895,000 aggregate principal amount of senior unsecured convertible notes and warrants to acquire up to 1,100,000 Ordinary Shares. The notes were issued at par and mature 12 months after the closing date, which occurred in July 2026. Interest accrues at a fixed rate of approximately 6.22163% per annum, being the Secured Overnight Financing Rate of 4.02163% on the date of the agreement plus 2.2%, and is payable in cash at maturity, on earlier redemption or on conversion, with no periodic payments. If the notes are not converted, we must repay the principal amount together with accrued interest in cash at maturity. We have not designated any specific use for the net proceeds, and we may not have sufficient cash available to repay the notes when they fall due, in which case we may have to refinance them on terms that are unfavorable to us or that further dilute our shareholders, sell assets, or default.
The holder may convert the notes on one occasion, in full only, at a conversion price of US$8.15 per Ordinary Share, which would result in the issuance of up to 3,300,000 Ordinary Shares. If the notes are converted in full, we must also issue warrants to purchase up to 1,100,000 Ordinary Shares at an exercise price of US$8.15 per share, exercisable for cash only during the two years following their issuance. We have reserved 4,400,000 Ordinary Shares for these purposes and have agreed that the reserved shares will not be diluted, displaced or preempted by subsequent equity financings, share issuances or corporate reorganizations. The conversion price and the warrant exercise price adjust for share splits, share dividends, combinations and recapitalizations, but not for subsequent equity financings. The Ordinary Shares issuable on conversion of the notes and on exercise of the warrants would dilute the ownership interests of our existing shareholders, and sales of those shares, or the perception that such sales may occur, could cause the market price of our Ordinary Shares to decline.
The subscription agreement also contains a most favored nation provision. For so long as any note remains outstanding, if we issue other convertible or exercisable securities on terms that, taken as a whole, are more favorable to the holder of those securities, including as to conversion or exercise price, interest, maturity, anti-dilution protection, redemption, registration rights or ranking, the holder of our notes may elect to have its notes and warrants deemed amended to reflect those terms. Issuances under board approved equity incentive plans and bona fide non-convertible commercial bank or equipment financings are excluded. This provision may deter us from pursuing financings that would otherwise be available to us, may increase the cost of any financing that we do pursue, and may result in the issuance of additional Ordinary Shares at prices below the conversion price then in effect, any of which could materially and adversely affect our ability to fund our business and the market price of our Ordinary Shares.
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Future issuances of Ordinary Shares, including upon exercise of warrants and options, vesting of equity awards and under acquisition or joint venture arrangements, will dilute our shareholders and could depress the price of our Ordinary Shares.
The number of our outstanding Ordinary Shares has increased substantially and may continue to increase. During the fiscal year ended June 30, 2026, we issued an aggregate of 23,866,374 Ordinary Shares, consisting of 16,600,000 Ordinary Shares in private placements, 3,319,998 Ordinary Shares on the exercise of warrants, 417,000 Ordinary Shares on the exercise of share options, 710,176 Ordinary Shares under our 2024 and 2025 Equity Incentive Plans, 2,748,750 Ordinary Shares in settlement of contingent consideration and 70,450 Ordinary Shares as part of the consideration for an additional 24.5% interest in SuperX MicroInference. As of June 30, 2026, 46,036,228 Ordinary Shares were issued and 43,984,329 Ordinary Shares were outstanding.
A substantial number of additional Ordinary Shares remains issuable. As of June 30, 2026, warrants to purchase 4,896,665 Ordinary Shares, at exercise prices ranging from US$9.37 to US$13.00 per share, options to purchase 3,211,500 Ordinary Shares and restricted share units in respect of 391,383 Ordinary Shares were outstanding. Our 2024 Equity Incentive Plan provides for the issuance of up to 2,000,000 Ordinary Shares and our 2025 Equity Incentive Plan provides for the issuance of up to 8,000,000 Ordinary Shares, of which no Ordinary Shares and 2,689,124 Ordinary Shares, respectively, remained available for future awards as of June 30, 2026. Under the employment arrangements of certain of our executive officers, we issue Ordinary Shares monthly as ongoing equity compensation based on a fixed dollar value, so that the number of Ordinary Shares issued for those awards increases as the market price of our Ordinary Shares declines.
We may also be required to issue Ordinary Shares under acquisition and investment arrangements. The remaining shareholders of SuperX MicroInference hold a put option that, subject to the achievement of specified revenue milestones and partner program designations by the end of 2027, may require us to acquire their remaining 24.5% interest for aggregate consideration of US$5,000,000, of which US$3,500,000 is payable in Ordinary Shares.
We may issue further Ordinary Shares, or securities convertible into or exercisable for Ordinary Shares, to raise capital, to fund acquisitions and joint ventures, or to compensate employees, directors and service providers, and we may do so at prices below the prevailing market price of our Ordinary Shares and below the prices paid by existing shareholders. In October and November 2025, we sold an aggregate of 12,000,000 Ordinary Shares, together with warrants, in private placements at fixed prices of between US$9.369 and US$13.00 per share or unit at a time when the closing price of our Ordinary Shares on Nasdaq exceeded US$50.00 per share. The closing price of our Ordinary Shares declined from US$59.64 on October 23, 2025 to US$15.68 on December 31, 2025 and to US$8.00 on June 30, 2026. None of our shareholders has preemptive rights in respect of these issuances. Any such issuance will dilute the ownership and voting interests of our existing shareholders, and sales of the resulting Ordinary Shares in the public market, or the perception that such sales may occur, could cause the market price of our Ordinary Shares to decline.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain all remaining funds and future earnings, if any, for the operation and expansion of our business and do not currently anticipate declaring or paying any further dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and will be subject to the restrictions contained in any future financing instruments.
If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.
The trading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading volume to decline.
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We have used, and may continue to use, significant cash to repurchase our Ordinary Shares, which reduces cash available for our business and may not enhance long-term shareholder value.
On November 26, 2025, our board of directors authorized a share repurchase program under which we could repurchase up to US$20 million of our Ordinary Shares over the following twelve months, and our board subsequently approved a maximum repurchase price of US$16.00 per Ordinary Share. Repurchases were made from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades and through other legally permissible means, in compliance with applicable securities laws, including the safe harbor provided by Rule 10b-18 under the Exchange Act and, where applicable, pursuant to trading plans adopted under Rule 10b5-1. During the fiscal year ended June 30, 2026, we repurchased 2,051,899 Ordinary Shares at an aggregate cost of US$18,226,921, including transaction fees and related expenses.
Subsequent to June 30, 2026, we completed the repurchases under that program, and on August 6, 2026, our board of directors authorized a further share repurchase program of up to US$20 million of our Ordinary Shares over the following twelve months. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”
Repurchases reduce the cash available to fund our operations, our research and development, our inventory and supply commitments and our acquisitions and joint ventures, at a time when our AI infrastructure business is at an early stage and has required substantial investment. We have repurchased Ordinary Shares at prices materially above the prices at which our Ordinary Shares have subsequently traded, and there is no assurance that any repurchase will enhance long-term shareholder value or that the market price of our Ordinary Shares will not decline further. Repurchases also reduce the number of Ordinary Shares held by the public and may reduce the liquidity of, and the trading market for, our Ordinary Shares. Our board of directors is under no obligation to repurchase any specific number of Ordinary Shares, and a program may be suspended, amended or discontinued at any time, which could itself cause the market price of our Ordinary Shares to decline. In addition, our repurchases are subject to the requirements of the BVI Act and to the conditions of the Rule 10b-18 safe harbor, and a failure to satisfy those conditions could expose us to claims of market manipulation and to regulatory scrutiny.
The market price for our Ordinary Shares may be volatile.
The market price for our Ordinary Shares may be volatile and subject to wide fluctuations due to factors, such as:
| ● | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; |
| ● | actual or anticipated fluctuations in our quarterly operating results; |
| ● | changes in financial estimates by securities research analysts; |
| ● | negative publicity, studies or reports; |
| ● | our capability to catch up with the technology innovations in the industry, and ability to maintain such technological innovations, once attained; |
| ● | announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments; |
| ● | announcements of customer purchase orders, deliveries or memoranda of understanding, and any failure of such orders or memoranda to result in revenue; |
| ● | changes in our relationship with NVIDIA or in the availability of NVIDIA GPUs; |
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| ● | conversion of our convertible notes, exercise of outstanding warrants, or issuance of Ordinary Shares under our acquisition and investment arrangements or our equity incentive plans; |
| ● | the commencement, suspension or completion of repurchases of our Ordinary Shares; |
| ● | additions or departures of key personnel; |
| ● | fluctuations of exchange rates between the U.S. dollar and the currencies in which we conduct business, including the Japanese yen and the Singapore dollar; and |
| ● | general economic or political conditions in Japan, Singapore, the United States and the greater Asia region. |
In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Ordinary Shares.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British Virgin Islands law.
We are a company incorporated under the laws of the British Virgin Islands. Our corporate affairs are governed by our Amended Memorandum and Articles of Association (as may be amended from time to time), the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary duties of our directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, the British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members of our board of directors than they would as public shareholders of a company incorporated in the United States. For a description of certain provisions of the BVI Act and our Amended Memorandum and Articles of Association, see “Item 10. Additional Information - 10.B. Memorandum and articles of association” and “Item 16G. Corporate Governance.”
As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our Ordinary Shares.
We are exempted from certain corporate governance requirements of the Nasdaq listing rules by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on Nasdaq. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:
| ● | have a majority of the governing board be independent (although all of the members of the audit committee must be independent under the Exchange Act); |
| ● | hold an annual meeting of shareholders or solicit proxies for meetings of shareholders; or |
| ● | obtain shareholder approval of certain issuances of securities, including under equity compensation arrangements. |
We currently rely on home country practice under Nasdaq Listing Rule 5615(a)(3) in lieu of the requirements that a majority of our board of directors be independent, that we hold an annual meeting of shareholders and solicit proxies, and that we obtain shareholder approval of certain issuances of securities, and we may rely on other exemptions in the future, in each case following British Virgin Islands practice. As a result, our shareholders may be afforded less protection than they would enjoy under the Nasdaq corporate governance requirements applicable to U.S. domestic issuers. See “Item 16G. Corporate Governance.”
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If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.
We are qualified as a foreign private issuer. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our principal shareholders are exempt from the reporting and short swing profit recovery provisions of Section 16 of the Exchange Act, and our directors and officers, although subject to Section 16(a) reporting since March 18, 2026 under the Holding Foreign Insiders Accountable Act, remain exempt from the short swing profit recovery provisions of Section 16(b). In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we are not required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. The determination of foreign private issuer status is made annually on the last business day of our most recently completed second fiscal quarter. Three of our seven directors, Dr. Chenhong Huang, Mr. Roy Rong and Mr. Shen Pao Hua Paul, and one of our executive officers, Dr. Huang, are U.S. citizens or residents. While we currently are qualified as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future.
If we fail to satisfy the continued listing requirements of the Nasdaq Capital Market, our Ordinary Shares could be delisted, which would reduce their liquidity and market price.
In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even after we initially met the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our Ordinary Shares could be subject to delisting.
If the Nasdaq Capital Market delists our Ordinary Shares from trading, we could face significant consequences, including:
| ● | a limited availability for market quotations for our Ordinary Shares; |
| ● | reduced liquidity with respect to our Ordinary Shares; |
| ● | a determination that our Ordinary Shares are a “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; |
| ● | limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
Fluctuations in the exchange rates of the Japanese yen, the Singapore dollar and other currencies against the U.S. dollar could adversely affect our results of operations and the value of your investment.
Our reporting currency is the U.S. dollar. Our subsidiaries conduct business in the local currencies of the jurisdictions in which they operate, principally the Japanese yen and the Singapore dollar, while a substantial part of our purchases of GPUs and other components, our private placement proceeds and our convertible notes are denominated in U.S. dollars. As a result, changes in exchange rates affect the U.S. dollar value of our revenue, costs, assets and liabilities, and generate translation adjustments on consolidation and transaction gains and losses on balances denominated in currencies other than the functional currency of the relevant subsidiary. The Japanese yen and the Singapore dollar float and have been volatile against the U.S. dollar. We do not currently hedge our foreign currency exposure. A depreciation of the yen or the Singapore dollar against the U.S. dollar would reduce the U.S. dollar value of revenue earned in those currencies, and an appreciation would increase the U.S. dollar cost of our local operations, either of which could adversely affect our results of operations, and fluctuations may also affect the value of any dividends we may pay and of your investment in our Ordinary Shares.
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Volatility in our Ordinary Shares price may subject us to securities litigation.
The market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
We have been, and may in the future be, the subject of allegations by short sellers, which could cause the market price of our Ordinary Shares to decline and require us to devote significant resources to respond.
Short selling is the practice of selling securities that the seller does not own but has borrowed from a third party, with the intention of buying identical securities back at a later date to return to the lender. Because a short seller profits from a decline in the price of the securities between the sale and the repurchase, it is in the short seller’s interest for the price of the securities to decline. Some short sellers publish, or arrange for the publication of, reports, opinions or characterizations regarding an issuer, its business, its management and its financial reporting that may be intended to create negative market momentum, and may profit from the resulting decline in the issuer’s share price.
We have in the past been, and may in the future be, the subject of such reports. Allegations made by short sellers, whether or not true, could cause the market price of our Ordinary Shares to decline and become more volatile, harm our reputation and our relationships with customers, suppliers, partners and sources of financing, and lead to shareholder litigation. We may be required to devote significant time and resources, including management attention and legal and other professional fees, to investigate and respond to any such allegations, and our ability to respond may be constrained by confidentiality obligations, applicable securities laws and the need to avoid selective disclosure. Even if we refute an allegation, the market price of our Ordinary Shares may not recover. See also “Volatility in our Ordinary Shares price may subject us to securities litigation.”
There can be no assurance that we will not be deemed to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.
A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on the composition of our income and assets and the value of our assets, we do not believe that we were a PFIC for our taxable year ended June 30, 2026. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. Gross income from sales of goods is generally determined for purposes of the income test after deducting the cost of goods sold, so if our sales of AI servers continue to generate low or negative gross margins while we earn interest and other passive income on our cash and investments, we could be a PFIC under the income test. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our Ordinary Shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets, including the cash raised in our private placements and convertible note financing. If we were to be or become a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and such U.S. Holder may be subject to additional reporting requirements. U.S. Holders should consult their own tax advisors regarding our PFIC status and the potential application of the PFIC rules to their investment in our Ordinary Shares. For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Item 10. Additional Information - 10.E. Taxation.”
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If we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as currently conducted.
Following our private placements in the fiscal year ended June 30, 2026, we held substantial cash and cash equivalents, and as of June 30, 2026, we also held loans receivable with a carrying amount of US$15,014,411 and investments in equity securities and short-term investments, including structured equity-linked notes, with a carrying amount of US$8,407,628, which may constitute “investment securities” for purposes of the Investment Company Act of 1940. An issuer is generally deemed to be an investment company under the Investment Company Act of 1940 if it is, or holds itself out as being, engaged primarily in the business of investing, reinvesting or trading in securities, or if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets, exclusive of U.S. government securities and cash items, on an unconsolidated basis. We believe that we are, and we intend to remain, engaged primarily in the business of providing AI infrastructure solutions, and we monitor the composition of our assets with a view to remaining outside the definition of an investment company. If we were nonetheless deemed to be an investment company, we would be subject to substantial regulation of our capital structure, governance, transactions with affiliates and operations, and as a foreign private issuer, we would not be eligible to register under that Act unless the SEC issued an order permitting us to do so. As a result, we would have to obtain exemptive relief from the SEC or dispose of investment securities in order to fall outside the definition of an investment company, and we may be unable to continue our business as currently conducted. Any of these outcomes could have a material adverse effect on our business and the value of our Ordinary Shares.
We have identified material weaknesses in our internal control over financial reporting, which was not effective as of June 30, 2026, and if we fail to remediate them we may be unable to report our financial results accurately or on time or to prevent fraud, which could reduce investor confidence in us and the market price of our Ordinary Shares.
Our management concluded that our internal control over financial reporting was not effective as of June 30, 2026. The material weaknesses primarily relate to accounting and financial reporting personnel and expertise, the internal audit function, segregation of duties and information technology general controls. See “Item 15. Controls and Procedures” for a description of these material weaknesses and our remediation efforts.
We have taken, and intend to continue to take, measures designed to remediate these material weaknesses, as described in “Item 15. Controls and Procedures.” These efforts include changes in financial leadership and governance during the fiscal year ended June 30, 2026 and continued development of closing and financial reporting procedures after year-end. The material weaknesses had not been fully remediated as of June 30, 2026. We cannot assure you that these measures will be sufficient to remediate the material weaknesses.
We are subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business, financial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls. We may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Ordinary Shares. Ineffective internal control over financial reporting may inhibit you from purchasing our Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing. In addition, our Chief Financial Officer changed on May 27, 2026 and we changed our independent registered public accounting firm on July 21, 2026, which may affect our financial reporting processes.
Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, the price of our Ordinary Shares may decline and we may be unable to maintain compliance with the Nasdaq Listing Rules.
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The price of our Ordinary Shares has been, and may continue to be, subject to rapid and substantial volatility, and such volatility may make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
The market price of our Ordinary Shares has experienced sharp increases followed by rapid declines and has been, and may continue to be highly volatile. As a company with limited trading history, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. During the fiscal year ended June 30, 2026, the closing price of our Ordinary Shares ranged from a low of US$7.07 to a high of US$75.00.
In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, you may experience losses on your investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional Ordinary Shares and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
We have changed our independent registered public accounting firm three times since June 2024, and our current auditor audited our financial statements for the first time for the fiscal year ended June 30, 2026, which could affect the timing and cost of our audits and investor confidence in our financial reporting.
On July 21, 2026, our audit committee approved the dismissal of KD & Co. and the engagement of HTL International, LLC as our independent registered public accounting firm. KD & Co. had been engaged in May 2025 following the dismissal of CT International LLP, which had itself been engaged in June 2024 following the dismissal of Marcum Asia CPAs LLP. See “Item 16F. Change in Registrant’s Certifying Accountant.” HTL International, LLC audited our consolidated financial statements for the fiscal year ended June 30, 2026 for the first time and has no prior experience of our business, systems and controls, and our consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 were audited by KD & Co., whose cooperation we require for the reissuance of its reports and for any consent that a future registration statement may require. Frequent changes of auditor may increase the time and cost of our audits, may result in differences between successive auditors in the application of accounting principles or in the assessment of our internal control over financial reporting, and may be viewed negatively by investors, analysts and regulators. Any of these could delay our periodic reports, result in restatements of previously reported results and reduce investor confidence in our financial reporting and the market price of our Ordinary Shares.
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Item 4. Information on the Company
4.A. History and Development of the Company
Our Corporate Structure and History
SuperX AI Technology Limited (formerly known as “Super X AI Technology Limited” and “Junee Limited”) was incorporated on August 25, 2021 as a BVI business company limited by shares under the laws of the BVI. The Company is authorized to issue an unlimited number of Ordinary Shares of no par value per share. SuperX is a holding company and does not conduct any business operations of its own. We conduct our operations through our subsidiaries, which are located principally in Singapore, Japan and the United States, and we also have investment holding and other subsidiaries in other jurisdictions. A list of our subsidiaries and joint ventures as of June 30, 2026 is filed as Exhibit 8.1 to this annual report. Through our subsidiaries, we provide AI infrastructure solutions, including AI servers and related IT equipment, related deployment, warranty and maintenance services, and AI cloud computing and AI model API services.
On June 2, 2025, SuperX effected a rebrand, changing its company name from “Junee Limited” to “Super X AI Technology Limited” and changing its principal business to AI infrastructure solutions. On October 10, 2025, we effected a further change of our company name from “Super X AI Technology Limited” to “SuperX AI Technology Limited.” The name changes were effected pursuant to resolutions of our board of directors and the filing of a notice of change of name with the Registrar of Corporate Affairs of the British Virgin Islands. On October 20, 2025, we adopted an amended and restated memorandum and articles of association.
In April 2025 and May 2025, the Company acquired 51% and the remaining 49%, respectively, of SuperX Industries Pte. Ltd. (f/k/a MindEnergy AI Technology Pte. Ltd.), a Singapore company. On March 12, 2025, SuperX entered into a share purchase agreement with the shareholder of MindEnergy AI Technology Pte. Ltd. to acquire 51% of its issued and outstanding shares. MindEnergy AI Technology Pte. Ltd. is now wholly owned by the Company and has been renamed SuperX Industries Pte. Ltd.
On May 23, 2025, the Company acquired SuperX AI Company Limited, a Hong Kong company and wholly owned subsidiary of the Company.
On June 13, 2025, the Company acquired SuperX Singapore, a Singapore company and wholly owned subsidiary of the Company.
On September 1, 2025, the Company incorporated SuperX Industries Co., Ltd., a Japanese company and wholly owned operating subsidiary of the Company. SuperX Japan operates our Japan Global Supply Center in Tsu City, Mie Prefecture, Japan, as described under “4.B. Business Overview”.
On September 3, 2025, the Company incorporated SuperX AI Solution Limited, a BVI company and wholly owned subsidiary of the Company, which holds our interests in our Singapore joint ventures and in SuperX MicroInference.
On September 9, 2025, the Company incorporated SuperX USA, a Nevada corporation and wholly owned operating subsidiary of the Company.
On July 15, 2022, the Company amended its memorandum and articles of association to authorize the issuance of an unlimited number of Ordinary Shares with par value of $1.00 per share.
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On September 5, 2022, the Company amended its memorandum of association to authorize the issuance of an unlimited number of Ordinary Shares, no par value, and to effectuate (i) a redemption of existing 1,000 shares at par value of $1.00 per share in exchange for the issuance of 1,000 Ordinary Shares of no par value; and (ii) a split of the issued and outstanding Ordinary Shares at a ratio of 1:10,714.286 shares, resulting in the 10,714,286 Ordinary Shares issued and outstanding after the redemption and share split.
On June 8, 2023, our Board approved a forward split of the Company’s shares at a ratio of 1:1.225, resulting in 13,125,000 Ordinary Shares of no par value outstanding following the split. On July 14, 2023, our Board approved a reverse split at the ratio of 1.225:1, resulting in 10,714,286 outstanding following the reverse split.
Principal Capital Expenditures and Divestitures
Our principal divestitures during the three fiscal years ended June 30, 2026 were the sale of our 100% equity interest in Excellent Prospect Investment Holding Limited on July 31, 2025 for a consideration of US$480,000, and the sale of our 100% equity interest in OPS Interior Design Consultant Limited, or OPS HK, through which we conducted our former interior design and fit-out business, to three of its directors, under a sale and purchase agreement dated May 4, 2026, which was completed on May 7, 2026, for a consideration of US$2,396,507, satisfied by the purchasers’ assumption of an intercompany payable owed by us to OPS HK in the same amount. The results of OPS HK are presented as discontinued operations in our consolidated financial statements for all periods presented, and we recognized a gain on its disposal of US$562,135. Following the disposal of OPS HK, we have no material operations in Hong Kong: our remaining subsidiaries there are investment holding companies.
Our capital expenditures, consisting of purchases of property and equipment and intangible assets, amounted to nil, US$297,599 and US$5,523,121 for the fiscal years ended June 30, 2024, 2025 and 2026, respectively. We also made prepayments for the acquisition of property and equipment and land use rights of US$331,324 and US$1,527,076 in the fiscal years ended June 30, 2025 and 2026, respectively.
In addition, during the fiscal year ended June 30, 2026, we invested US$2,640,957 in equity method investees under our joint venture arrangements, subscribed US$3,000,000 for a 51% interest in SuperX MicroInference and, on the exercise of the first put option, acquired a further 24.5% interest in SuperX MicroInference for US$750,000 in cash and 70,450 Ordinary Shares. As of June 30, 2026, our remaining capital commitment to our joint venture in mainland China was US$1,921,055.
There have been no public takeover offers by third parties in respect of our Ordinary Shares, and we have made no public takeover offers in respect of the shares of any other company, during the last and current fiscal year.
The SEC maintains an internet site at www.sec.gov that contains reports and other information regarding issuers, such as us, that file electronically with the SEC. Our filings with the SEC are available on that site. See also “Item 10.H. Documents on display.”
Initial Public Offering (“IPO”)
On April 19, 2024, the Company consummated its IPO of 2,000,000 Ordinary Shares, no par value per share. Subsequently, on May 31, 2024, the underwriter exercised its over-allotment option to purchase an additional 263,068 Ordinary Shares of the Company at the public offering price of US$4.00 per share. The closing for the sale of the over-allotment shares took place on June 3, 2024. The IPO and the exercise of the over-allotment option resulted in net proceeds of US$7,861,876, after deducting underwriting discounts and offering expenses of US$1,190,396 from gross proceeds of US$9,052,272.
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Equity Incentive Plan
On August 1, 2024, the Board of Directors of the Company approved and adopted an equity incentive plan (the “2024 Equity Incentive Plan” or the “2024 Plan”), which became effective on August 1, 2024. For details of the 2024 Plan, see “Item 6. Directors, Senior Management and Employees - 6.B. Compensation - 2024 Equity Incentive Plan.”
As of June 30, 2026, no Ordinary Shares remained available for future awards under the 2024 Equity Incentive Plan. For information on awards outstanding under our equity incentive plans, see “Item 6. Directors, Senior Management and Employees - 6.B. Compensation.”
On July 15, 2025, the Board of Directors of the Company approved and adopted an equity incentive plan (the “2025 Equity Incentive Plan” or the “2025 Plan”), which became effective on July 15, 2025. For details of the 2025 Plan, see “Item 6. Directors, Senior Management and Employees - 6.B. Compensation - 2025 Equity Incentive Plan.”
The 2025 Equity Incentive Plan provides for the issuance of up to 8,000,000 Ordinary Shares, of which 2,689,124 Ordinary Shares remained available for future awards as of June 30, 2026. On August 4, 2025, we granted options to purchase 3,526,000 Ordinary Shares at an exercise price of US$15.00 per share to certain employees under the 2025 Equity Incentive Plan. On November 11, 2025, we granted options to purchase 60,000 Ordinary Shares at an exercise price of US$30.00 per share to an employee under the 2025 Equity Incentive Plan. As of June 30, 2026, options to purchase 3,211,500 Ordinary Shares and restricted share units in respect of 391,383 Ordinary Shares were outstanding under our 2024 Equity Incentive Plan and 2025 Equity Incentive Plan.
Developments During Fiscal Year 2026
Corporate Structure, Joint Ventures and Investments
On July 31, 2025, the Company sold its 100% equity interest in Excellent Prospect Investment Holding Limited, a BVI investment holding company, to an independent third party for a consideration of US$480,000.
During the fiscal year ended June 30, 2026, the Company incorporated SuperX Industries Co., Ltd. on September 1, 2025, SuperX AI Solution Limited on September 3, 2025 and SuperX AI Technology USA on September 9, 2025, in each case as described under “Our Corporate Structure and History” above.
On September 15, 2025, SuperX AI Solution entered into a joint venture agreement with Enervell Power Pte. Ltd. and certain of its affiliates to establish SuperX Digital Power Pte. Ltd., a Singapore company. The total initial paid-up share capital of SuperX Digital Power Pte. Ltd. is SG$2,000,000, of which SuperX AI Solution subscribed SG$800,000 for a 40% equity interest.
On October 10, 2025, we changed our name from “Super X AI Technology Limited” to “SuperX AI Technology Limited”, as described under “Our Corporate Structure and History” above.
On October 24, 2025, SuperX AI Solution entered into a joint venture agreement with Hongkong Chengtian Weiye Technology Company Limited and certain of its affiliates to establish SuperX Cooltech Pte. Ltd., which was established in Singapore in October 2025. SuperX AI Solution holds a 35% equity interest in SuperX Cooltech Pte. Ltd., which develops and commercializes liquid cooling products.
On October 24, 2025, SuperX AI Solution entered into a share subscription agreement with MicroInference Pte. Ltd., a Singapore company, its founder and its existing shareholder, under which SuperX AI Solution subscribed for newly issued ordinary shares of MicroInference Pte. Ltd. for an aggregate consideration of US$3 million. Following completion, SuperX AI Solution held a 51% shareholding in MicroInference Pte. Ltd., which has been renamed SuperX MicroInference Pte. Ltd. The agreement also provides for put options in favor of the founder and the existing shareholder which, if exercised and subject to the satisfaction of agreed performance milestones, may result in SuperX AI Solution acquiring up to 100% of the equity interest in SuperX MicroInference. On April 29, 2026, the founder and the existing shareholder exercised the first put option, and SuperX AI Solution acquired an additional 24.5% interest in SuperX MicroInference for contractual consideration of US$2,500,000, consisting of US$750,000 in cash and 70,450 Ordinary Shares valued at US$1,750,000 at a price pre-determined under the agreement (which Ordinary Shares were recorded at their fair value of US$559,373 at the date of issuance), increasing its shareholding to 75.5%. The remaining 24.5% interest is subject to a second put option exercisable upon the achievement of specified revenue milestones and partner program designations by the end of 2027, for contractual consideration of US$5,000,000, consisting of US$1,500,000 in cash and Ordinary Shares with an aggregate value of US$3,500,000 based on a pre-determined share price.
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On October 30, 2025, SuperX AI Solution entered into a joint venture agreement with Teamsun (Hong Kong) Co., Ltd. and certain of its affiliates to establish SuperX Global Service Pte. Ltd. in Singapore, which changed its name to SuperX Global Services Pte. Ltd. on May 13, 2026. SuperX AI Solution holds a 51% equity interest in SuperX Global Services Pte. Ltd., which has an initial paid-up share capital of SG$2,000,000, contributed in proportion to the parties’ respective shareholdings, and the joint venture agreement has an initial three year term that is automatically renewable for successive three year periods unless a party objects at least one month prior to renewal.
SuperX AI Solution holds a 40% equity interest in Calibre Opto-Semi Pte. Ltd. (formerly SuperX Optical Communications Pte. Ltd.), a joint venture company incorporated in Singapore, in which it held a 45% equity interest as of June 30, 2026.
In February 2026, we entered into a joint venture agreement to establish Apex AI Computing (Beijing) Electronic Manufacturing Co. Ltd., or Apex AI. Apex AI has registered capital of RMB50,000,000, of which Apex Technology, our 51%-owned subsidiary, committed to contribute RMB26,500,000 (US$3,908,555) for a 53% equity interest. Apex AI is an NVIDIA Preferred OEM Partner. See “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Acquisitions, Investments and Joint Ventures.”
During the fiscal year ended June 30, 2026, SuperX Industries collected US$12,440,000 of the loan receivable owed by the seller, and we issued 2,748,750 Ordinary Shares in settlement of the related contingent consideration. Under the acquisition agreements, the additional share consideration was linked to repayments by the seller of the loan owed to SuperX Industries, with the number of additional Ordinary Shares calculated by reference to qualifying collections during the applicable contractual periods. On March 10, 2026, the parties extended the repayment deadline of the remaining seller loan to March 9, 2027. The contractual collection periods under the acquisition agreements ended on March 12, 2026 and April 29, 2026, respectively. Reflecting this commercial connection, SuperX Industries and the seller agreed to a full and final settlement under the Loan Waiver and Settlement Agreement, approved by the board of directors of SuperX Industries on June 29, 2026 and effective the same day. Under the agreement, the seller irrevocably relinquished any remaining rights and claims relating to contingent share consideration, and SuperX Industries waived the remaining loan principal and accrued interest. Previously completed repayments and share issuances were unaffected, and no further contractual interest accrued on the settled loan after the effective date. See Notes 6, 13 and 20 to our consolidated financial statements for the related accounting.
In addition, during the fiscal year ended June 30, 2026, we incorporated a number of wholly owned investment holding subsidiaries, deregistered an investment holding subsidiary that had no operations and sold another to an independent third party.
Private Placements in Fiscal Years 2025 and 2026
On March 18 and 19, 2025, SuperX entered into subscription agreements with certain investors for the sale of 6,600,000 Ordinary Shares and 2,199,999 warrants to purchase Ordinary Shares, generating gross proceeds of approximately US$22.2 million. On April 30, 2025, SuperX entered into subscription agreements with certain investors for the sale of 2,350,000 Ordinary Shares and 783,333 warrants to purchase Ordinary Shares at a fixed price of US$3.34 per unit, each unit consisting of one Ordinary Share and one-third of a warrant, generating gross proceeds of approximately US$7.8 million. The securities in each placement were issued in reliance on exemptions from registration under the Securities Act and are subject to transfer restrictions.
On July 30, August 1 and August 4, 2025, we entered into subscription agreements with four investors for the sale of 3,100,000 Ordinary Shares and 733,333 warrants to purchase Ordinary Shares at a fixed price of US$9.369 per share or per unit, each unit consisting of one Ordinary Share and one third of a warrant, raising gross proceeds of approximately US$29.0 million. Of the shares sold, 900,000 were issued without accompanying warrants.
On October 24, 2025, in relation to the foregoing offerings, we sold an aggregate of 1,100,000 Ordinary Shares at a fixed purchase price of US$9.369 per Ordinary Share, together with 366,666 warrants exercisable at US$9.369 per Ordinary Share, and received approximately US$10.3 million in gross proceeds.
On August 28, 2025, we entered into subscription agreements with certain institutional investors for the sale of up to 1,500,000 units, each consisting of one Ordinary Share and one third of a warrant, at a fixed price of US$10.00 per unit. We completed the first closing of 360,000 units on September 9, 2025 and a further closing of 1,140,000 units on September 16, 2025, and on September 10, 2025 the purchaser exercised 120,000 of the warrants issued at the first closing.
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Between October 24 and October 30, 2025, we entered into private placement subscription agreements with several institutional investors, including two subscription agreements dated October 24, 2025 for 3,300,000 units each, for the sale of an aggregate of up to 10,900,000 units, each consisting of one Ordinary Share and one third of a warrant, at fixed purchase prices of US$12.08 and US$12.24 per unit, with the warrants exercisable at the same prices until 12 months after issuance and subject to a 9.99% beneficial ownership limitation. The purchase prices were fixed at signing irrespective of the market price of our Ordinary Shares and were substantially below the closing price of our Ordinary Shares on Nasdaq of US$59.64 on October 23, 2025, the trading day before the first of these agreements was signed. Between October 24 and November 30, 2025, 9,100,000 of the 10,900,000 units were issued for aggregate gross proceeds of US$109,992,000, comprising 8,700,000 units at US$12.08 per unit and 400,000 units at US$12.24 per unit, together with warrants to purchase 3,033,332 Ordinary Shares. Subscriptions for the remaining 1,800,000 units did not proceed to closing. Two of the purchasers, Alpha Bridge I LP and Mirae Asset Securities (HK) Limited, each acquired 3,300,000 units and subsequently reported beneficial ownership of more than 5% of our Ordinary Shares. See “Item 7.A. Major Shareholders.”
On November 11, 2025, we entered into subscription agreements with two investors for the sale of 1,800,000 units at a fixed price of US$13.00 per unit, including warrants to purchase an aggregate of 600,000 Ordinary Shares at US$13.00 per Ordinary Share, raising gross proceeds of US$23,400,000. The closing price of our Ordinary Shares on Nasdaq on November 10, 2025 was US$52.81. The placement closed on November 19, 2025.
During the fiscal year ended June 30, 2026, we issued 16,600,000 Ordinary Shares in private placements for aggregate gross proceeds of US$187,741,800, 3,319,998 Ordinary Shares on the exercise of warrants for aggregate proceeds of US$13,453,520, 417,000 Ordinary Shares on the exercise of share options for aggregate proceeds of US$1,855,001, 710,176 Ordinary Shares under our 2024 and 2025 Equity Incentive Plans, 2,748,750 Ordinary Shares on the settlement of contingent consideration and 70,450 Ordinary Shares in connection with our acquisition of an additional 24.5% interest in SuperX MicroInference. As of June 30, 2026, 46,036,228 Ordinary Shares were issued and 43,984,329 Ordinary Shares were outstanding.
Share Repurchase Program
On November 26, 2025, our board of directors authorized a share repurchase program (the “2025 Repurchase Program”) under which we may repurchase up to US$20 million of our Ordinary Shares over the twelve months following the authorization, in open market transactions at prevailing market prices, in privately negotiated transactions, in block trades or through other legally permissible means, in compliance with applicable securities laws, including the safe harbor provisions of Rule 10b-18 under the Exchange Act, and pursuant to Rule 10b5-1 trading plans. Our board of directors subsequently authorized and approved a maximum repurchase price of US$16.00 per Ordinary Share.
During the fiscal year ended June 30, 2026, we repurchased an aggregate of 2,051,899 Ordinary Shares under the 2025 Repurchase Program for an aggregate consideration of US$18,226,921, and those Ordinary Shares were held as treasury shares as of June 30, 2026. For further information, see “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”
Recent Developments
The following developments occurred, or were completed, after June 30, 2026 and through the latest practicable date prior to the date of this annual report.
Convertible Notes and Warrants
On June 25, 2026, we entered into a Convertible Note and Warrant Subscription Agreement with Mercuria Holdings (Singapore) Pte. Ltd. (the “Purchaser”), which we announced on July 21, 2026. Under the agreement, we agreed to issue US$26,895,000 in aggregate principal amount of senior unsecured convertible notes (the “Notes”) at par, together with warrants to acquire up to 1,100,000 Ordinary Shares. The Notes mature 12 months from the closing date and, if not converted, are repayable in cash together with accrued interest. Interest accrues at the Secured Overnight Financing Rate on the date of the agreement, being 4.02163% as of June 18, 2026, plus 2.2% per annum, fixed rate of 6.22163% per annum, calculated on a simple basis and payable in cash at maturity, on early redemption or on conversion.
The closing occurred in July 2026, upon which we received the subscription amount of US$26,895,000. Warrants to purchase up to 1,100,000 Ordinary Shares will be issued only upon conversion of the notes in full. The warrants will have an exercise price of US$8.15 per Ordinary Share, subject to contractual adjustments, and will be exercisable for cash for two years from their issuance date. See Item 5.B and Note 27 for further information. In connection with the financing, we announced a strategic partnership with Mercuria Asia relating to AI infrastructure and energy solutions.
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Share Repurchase Programs
On August 4, 2026, we completed the share repurchase program authorized on November 26, 2025, under which an aggregate of 2,326,089 Ordinary Shares were repurchased. On August 6, 2026, our board of directors authorized a new program to repurchase up to US$20.0 million of Ordinary Shares over the following 12 months. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”
Apex AI Acting-in-Concert Arrangements
We obtained control of Apex AI on July 10, 2026 through an acting-in-concert arrangement entered into by Apex Technology with another shareholder, and began consolidating Apex AI from that date. Following a transfer of that shareholder’s 35% equity interest, Apex Technology entered into a further acting-in-concert agreement with the successor shareholder on September 11, 2026. Apex Technology retained its 53% equity interest. See Note 27 to our consolidated financial statements.
Customer Orders after June 30, 2026
During the period from July 1, 2026 to October 20, 2026, we, including Apex AI which has become our subsidiary, received customer purchase orders and purchase and sales contracts with an aggregate value in excess of US$1.0 billion. This amount includes orders fulfilled during the period and orders scheduled for future delivery; it does not represent total outstanding order backlog or recognized revenue. The actual fulfillment of the contracts will be subject to certain conditions including meeting relevant regulatory compliance requirements, and the actual supply of NVIDIA’s critical GPU components in the future.
Customer orders encompass phased project deployments, additional computing capacity and the adoption of higher-performance GPU server platforms. These orders include repeat orders from existing customers and initial orders from new customers, reflecting both the development of ongoing commercial relationships and the expansion of our customer base. Fulfillment of individual orders remains subject to applicable contractual conditions and project schedules. Delivery schedules, production capacity and order values may not occur as planned, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions. Actual operating results, delivery timelines and values for AI servers may vary subject to changes in regulation, customer data-center readiness and supply-chain conditions.
Product and Service Launches
On September 28 and 29, 2026, we launched the AI Token Platform and AI Apps, providing access to third-party AI models and applications for content creation, and a model-as-a-service offering at our AI Innovation Centre in Singapore using locally hosted infrastructure. These offerings extend our existing cloud computing and AI model API services. See Item 4.B, “Business Overview.”
Emerging Growth Company Status
We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
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Foreign Private Issuer Status
We are incorporated in the British Virgin Islands. Our status as a foreign private issuer, as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act, is determined as of the last business day of our most recently completed second fiscal quarter, which for the fiscal year ended June 30, 2026 was December 31, 2025. We would not qualify as a foreign private issuer if more than 50% of our outstanding voting securities were directly or indirectly held of record by residents of the United States and any one of the following applied: a majority of our executive officers or directors were United States citizens or residents; more than 50% of our assets were located in the United States; or our business was administered principally in the United States. Based on our review as of December 31, 2025, we continue to qualify as a foreign private issuer. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, since March 18, 2026 our directors and executive officers have been required to report their holdings of our equity securities under Section 16(a) of the Exchange Act, and statements of beneficial ownership on Form 3 have been filed for each of our current directors and executive officers. They remain exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, and holders of more than 10% of our Ordinary Shares remain exempt from Section 16 in its entirety. In addition, as a company incorporated in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Market corporate governance requirements.
Our Corporate Information
Our principal executive offices are located at 30 Pasir Panjang Road, #06-31, Mapletree Business City, Singapore 117440 and our telephone number is +65 6493 0066. Our registered office in the British Virgin Islands is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. We maintain a website at www.superx.sg. The information contained on our website is not a part of this annual report. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168.
4.B. Business Overview
Overview
SuperX AI Technology Limited (“SuperX”, “we”, “us” or “our”, NASDAQ: SUPX) is a Singapore-headquartered, Nasdaq-listed full-stack AI infrastructure solution provider. Through our subsidiaries, we provide AI infrastructure solutions, including AI servers and related IT equipment, related deployment, warranty and maintenance services, and AI cloud computing and AI model API services. We organize these offerings as our AI Infrastructure Solutions Group, or ISG. Separately, we are developing, principally through our joint ventures, AI data center (“AIDC”) solutions, which serve different customers’ needs and requirements and had not generated any revenue on a consolidated basis as of June 30, 2026. We were incorporated in the British Virgin Islands on August 25, 2021.
Our predecessor entity was incorporated in 1998 and primarily engaged in residential and commercial interior-design, renovation and property-maintenance services. In April 2024, we completed our Nasdaq IPO under the corporate name Junee Limited (trading ticker: JUNE). Starting in March 2025, we initiated a fundamental strategic transformation to focus on AI-infrastructure-related businesses. In June 2025, we rebranded our corporate name, changed our Nasdaq trading symbol to SUPX and commenced divestiture of our legacy interior-design operations. In May 2026, we completed the full disposal of OPS Interior Design Consultant Limited and fully exited our historical renovation-service business; results from the former legacy business are classified as discontinued operations in our consolidated financial statements.
For the fiscal year ended June 30, 2026, our revenue from continuing operations was US$20,340,857, of which US$19,102,901, or 93.9%, was derived from sales of AI servers and related IT equipment, together with related warranty and maintenance services, and US$1,237,956, or 6.1%, from cloud computing and AI model API services. For the fiscal year ended June 30, 2025, all of our revenue of US$1,028,061 was derived from sales of AI servers and related IT equipment. We did not record revenue from continuing operations for the fiscal year ended June 30, 2024.
We recorded a gross loss of US$1,094,105 for the fiscal year ended June 30, 2026 and a gross profit of US$51,379 for the fiscal year ended June 30, 2025. Our net loss was US$109,171,114, US$21,214,460 and US$854,927 for the fiscal years ended June 30, 2026, 2025 and 2024, respectively.
Based on the location of the group company entering into the contract, revenue attributed to Japan and to other markets was US$18,551,701, or 91.2% of our revenue, and US$1,789,156, or 8.8% of our revenue, respectively, for the fiscal year ended June 30, 2026. All of our revenue for the fiscal year ended June 30, 2025, which was US$1,028,061, was attributed to other markets.
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Principal Products and Services
Following our internal restructuring of our business units on July 1, 2026, we organize our offerings into two groups, our ISG and our AI Data Center Solutions(AIDC Solutions), which address different needs and requirements of customers in the industry. Prior to the internal restructuring, we managed our business as a single operating segment.
AI Infrastructure Solutions Group
Our ISG comprises our AI servers and consolidated AI infrastructure solutions, our AI cloud and token services and our deployment and maintenance services, including those provided through our joint venture SuperX Global Services Pte. Ltd., each described below.
AI Servers and AI Infrastructure Solutions
Server Sales represents our primary revenue-generating business. Our solutions include servers that include NVIDIA RTX PRO 6000, NVIDIA B300, NVIDIA GB300 GPUs, supporting air-cooled, hybrid-cooled and direct-liquid-cooled configurations for large-language-model training, inference and agentic-AI workloads.
Our products include “SuperX” branded AI servers, and servers, networking, storage and other equipment manufactured by other original equipment manufacturers, which we resell on a stand-alone basis or integrate into consolidated solutions together with deployment and maintenance services.
Our Global Supply Center in Mie Prefecture, Japan, commenced production in January 2026 with a designed annual capacity of 20,000 AI servers. The facility is operating below its designed capacity as it remains in its initial production ramp-up phase. First-batch customer shipments were completed in March 2026.
Business profitability is subject to cost volatility of GPUs and key components as well as manufacturing facility capacity utilization rates. Conversion of order backlog into recognized revenue is contingent upon upstream component supply, production scheduling and customer acceptance procedures.
Our subsidiary SuperX MicroInference participates in the NVIDIA Partner Network, or NPN, as a Solution Provider partner with competencies in Compute, Networking and NVIDIA AI. Effective April 15, 2026, SuperX MicroInference’s NPN membership level for the Compute competency has been promoted to the Elite level.
SuperX MicroInference, in which we acquired a majority interest in October 2025, procures NVIDIA products for our group companies through NVIDIA’s authorized distributors or OEMs. In the accounting for our acquisition of SuperX MicroInference, our consolidated financial statements present the procurement rights attributed to SuperX MicroInference as an indefinite-lived intangible asset described as a distribution license; see Note 11 to our consolidated financial statements included in this annual report.
NVIDIA partner program designations do not constitute an endorsement by NVIDIA of our products or services.
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Selected Server Products
During the fiscal year ended June 30, 2026, our product and service offerings included:
SuperX XI6150 AI Server
The SuperX XI6150 AI Server is a 6U server that supports Intel Xeon 4th- or 5th-generation Scalable processors, up to 32 DDR5 DIMMs, up to ten dual-width or eight triple- or quad-width GPU cards, including the NVIDIA RTX PRO 6000, twelve 3.5-inch hot-swap drive bays, PCIe Gen5 expansion with network connectivity of up to 400 gigabits per second and eight redundant 2,700W power supplies, and is designed for AI inference and training workloads. The configuration that we supply to the Japanese market is equipped with NVIDIA RTX PRO 6000 professional-grade GPU, together with memory and storage.
NVIDIA B300 GPU-based server clusters
We also offer multi-node server clusters based on NVIDIA B300 GPUs from other OEMs, which we deliver together with the on-site installation required for the customer’s deployment where the customer so requires.
NVIDIA GB300 NVL72 rack-scale platform
We offer a rack-scale AI platform based on the NVIDIA GB300 NVL72 system from other OEMs, which integrates 72 NVIDIA Blackwell Ultra GPUs and 36 NVIDIA Grace CPUs in a liquid-cooled rack connected by fifth-generation NVLink, with 288GB of HBM3e memory per GPU and NVIDIA ConnectX-8 networking, and which is designed for large-scale AI reasoning and inference, agentic AI and training workloads.
AI Cloud and Token Services
Our AI cloud and token services consist of our two-layer cloud-software stack: GPUaaS (compute layer), and Token (model-services layer).
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Cloud Software Stack
GPUaaS: Delivers GPU cloud hosting, model deployment, and monitoring and operations capabilities. We provide these services using GPU servers that we own and operate under hosting arrangements at third-party data centers.
AI model API services provide customers with programmatic access, through application programming interfaces (APIs), to open-source and other third-party AI models hosted on our cloud infrastructure, with fees based on the volume of tokens processed.
AI Token Platform (launched September 28, 2026): Provides unified access to third-party AI models through a single interface. See “4.A. History and Development of the Company - Recent Developments - Product and Service Launches.”
Cloud Hub Deployments
Denver AI Inference Cloud Hub (June 4, 2026): Our first North-American cloud deployment for AI inference services. The hub is operated by SuperX Singapore.
Singapore AI Innovation Centre (April 15, 2026): Hosted by ST Telemedia Global Data Centres at its STT Singapore 5 facility; we supply NVIDIA Blackwell GPU servers, software and workload orchestration. All workloads are processed locally in Singapore to meet applicable data residency requirements.
Our cloud services are offered on both an on-demand and a reserved-capacity basis. Cloud service fees may be based on actual usage and subject to monthly minimum consumption commitments, depending on the terms of the applicable customer agreement. For the fiscal year ended June 30, 2026, cloud computing and AI model API services generated revenue of US$1,237,956 and gross profit of US$125,222. The costs of these services consist principally of depreciation of our GPU servers, data center hosting and power charges and personnel costs, a substantial portion of which we incur regardless of the utilization of our capacity, so that the gross margin of these services depends on utilization and pricing.
AI Data Center (AIDC) Solutions
Our AIDC Solutions are offered separately from our ISG to different customers’ needs and requirements, principally regional data center operators. They comprise physical infrastructure solutions, including power, cooling and prefabricated data center infrastructure products and related project delivery, and do not include GPUs, AI servers or IT products.
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We do not manufacture the products in our AIDC Solutions; we resell products via our joint ventures. These comprise 800-volt direct current (800VDC) power-supply systems via SuperX Digital Power Pte. Ltd., our 40%-owned joint venture (Panama-800VDC for new-build data centers and Aurora-800VDC for existing and new data centers); cooling solutions via SuperX Cooltech Pte. Ltd., our 35%-owned joint venture; and Modular AI Factory prefabricated units sourced from various suppliers.
These solutions had not generated any revenue on a consolidated basis as of June 30, 2026. For the fiscal year ended June 30, 2026, we accounted for our interests in these joint ventures under the equity method; revenue generated by these joint ventures was not included in our consolidated revenue, and our share of results of equity method investees was a loss of US$408,228 for the fiscal year ended June 30, 2026. The timing of any commercialization of these solutions depends on the completion of their development, customer demand and the availability of capital. SuperX Capital Ltd. may coordinate and arrange the capital expenditure and project financing for the future AIDC projects. For a description of our joint ventures, see “4.A. History and Development of the Company - Developments During Fiscal Year 2026” and Note 10 to our consolidated financial statements included in this annual report, and for the related risks, see “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Acquisitions, Investments and Joint Ventures.”
Equity-method Joint Venture Strategic Cooperation Model
We follow a joint-venture-driven full-stack operating model. Rather than funding all capacity-building via substantial in-house capital expenditures, we establish multiple equity-method joint-venture entities domiciled in Singapore with established industrial-sector partners to secure capabilities across liquid-cooling, high-voltage power-supply, optical solutions, modular-AIDC engineering and global IT services. Each joint-venture maintains entity-level governance, financial and compliance frameworks. Our principal joint-venture and strategic-partnering arrangements are summarized below:
A joint venture with Enervell Power Pte. Ltd., operating as SuperX Digital Power Pte. Ltd., to deliver 800VDC high-voltage direct-current power-supply solutions;
A joint venture with TFC, operating as Calibre Opto-Semi Pte. Ltd., to deliver end-to-end optical solutions for AI Data Centers;
A joint venture with Chengtian Weiye, operating as SuperX Cooltech Pte. Ltd., to deliver comprehensive liquid-cooling thermal-management product portfolios;
A joint venture with Teamsun to support deployment and maintenance services. Our 51%-owned joint venture SuperX Global Services Pte. Ltd. provides deployment, maintenance and managed services as part of our ISG. Deployment includes server racking, hardware power-on testing and asset documentation. Contracted maintenance includes 5x8 next-business-day remote and on-site support with pre-positioned spare parts where required.
Successful commercial realization of these joint-venture initiatives relies on timely technology transfer, product validation, and cross-border supply-chain coordination. There can be no assurance that anticipated synergies will materialize as projected.
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Manufacturing and Supply Chain
Key components incorporated within our AI servers include NVIDIA GPUs, memory, CPUs, and power-supply assemblies. The global industry continues to experience persistent supply constraints for advanced AI chips. Notwithstanding SuperX MicroInference’s NVIDIA Partner Network membership, allocations of chips and critical components remain subject to upstream-supplier discretion. Extended component lead-times may adversely impact order fulfillment timing, revenue-recognition schedules and gross-margin performance. The prices of GPUs, memory and other components that we purchase are volatile and have increased since the second half of calendar 2025; see Item 5.A.
Our assembly and integration operations are conducted at our Japan Global Supply Center in Mie Prefecture, Japan, which commenced production in January 2026 and where we assemble our AI servers, including the XI6150 servers equipped with NVIDIA RTX PRO 6000 GPUs that we supply to the Japanese market. We source materials from global vendor bases and are exposed to raw-material price-volatility risks. We coordinate assembly and integration, with component manufacturing performed by third-party manufacturers. Our Japan center performs final assembly, system testing, integrated warehousing, bulk resource scheduling and local order fulfillment; its leased premises are described in Item 4.D.
Our quality control processes include the testing and validation of assembled systems before delivery. We regularly inspect the components supplied by our suppliers and manufacturers to ensure product reliability and performance.
Research and Development
During the fiscal year ended June 30, 2026, our research and development activities were conducted in-house through our subsidiaries and focused on the design, configuration and testing of AI servers and the development of our AI Cloud Platform. The AI data center solutions described under “AI Data Center (AIDC) Solutions” are being developed by us together with our joint ventures and their personnel. We do not separately report research and development expenses in our consolidated statements of operations.
Customers, Sales and Marketing Channels
Our target customers include governmental and sovereign entities, telecommunications carriers, cloud-service providers, research institutions and large-to-mid-sized enterprises. For fiscal year 2026, our customers included a Japan-based AI infrastructure company purchasing AI servers, and users of our AI Inference Cloud Hub in Denver. Our sales modalities comprise direct product sales and resales framework procurement agreements and cloud-service subscription contracts. Business development is primarily conducted by our in-house direct-sales force, complemented by channel resources from our joint-venture partners. Our local subsidiaries support sales and delivery. For subsequent developments, see “4.A. History and Development of the Company - Recent Developments.”
Suppliers
Our suppliers include NVIDIA and its distributors, and suppliers of other server components including memory and storage, original equipment manufacturers whose servers and related IT equipment we resell, and third-party manufacturers.
Seasonality
Our AI-infrastructure-oriented businesses are unlikely to be subject to material seasonal cyclicality. Nevertheless, downstream customer capital-budget-cycles and fiscal-year-end settlement rhythms may drive quarter-over-quarter order-volume fluctuations.
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Competition
The AI-infrastructure industry is highly competitive. Within the server-hardware market, our competitors include global server and infrastructure providers, original design manufacturers and regional system integrators. In liquid-cooling and power-system markets, we compete with established suppliers of power and thermal management products. Our GPU-cloud-and-model-inference-service business competes against large public-cloud vendors and specialized GPU-cloud operators. Most competing participants possess larger operational scale, stronger brand recognition and superior supply-chain bargaining leverage. Industry-wide price competition may compress gross-margins for both hardware and service offerings. We believe that the principal competitive factors in our markets are access to GPU supply and allocation, supply chain resiliency for critical components, time to deployment, price, service and support capability, and energy efficiency.
Licenses, Certificates and Approvals
We believe that we are currently not required to hold any material license, certificate or approval to conduct our current business of providing AI infrastructure solutions, including AI servers and related IT equipment, related deployment and maintenance services and AI cloud computing and AI model API services, in Singapore, Japan and the United States, other than the business registrations required of companies generally in the jurisdictions in which our subsidiaries are incorporated, each of which our subsidiaries holds. The export, re-export and transfer of the products that we sell are subject to the transaction-based license and permit requirements described under “Government Regulation” below and in “Item 3. Key Information - 3.D. Risk Factors.” None of the destination of our sales of AI servers during the fiscal year ended June 30, 2026 required a BIS export license.
Employees
As of June 30, 2026 and 2025, we had 61 and 40 employees, respectively. For a breakdown of our employees by location as of June 30, 2026, see “Item 6. Directors, Senior Management and Employees - 6.D. Employees.” The following table sets forth a breakdown of the number of employees by job functions:
| Number of Employees | ||||||||
| As of June 30, 2025 | As of June 30, 2026 | |||||||
| Directors | 7 | 7 | ||||||
| Discontinued operations | ||||||||
| Management | 4 | - | ||||||
| Sales and marketing | 2 | - | ||||||
| Design | 6 | - | ||||||
| Project | 2 | - | ||||||
| Finance, Administration and Human Resources | 1 | - | ||||||
| Continuing operations | ||||||||
| Management | 8 | 4 | ||||||
| Operations | 5 | 32 | ||||||
| Finance, Administration and Human Resources | 5 | 18 | ||||||
| Total | 40 | 61 | ||||||
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Environment
In relation to our AI infrastructure solutions services, we believe that we comply in all material respects with local and international regulations on environmental, health, safety, product stewardship and producer responsibility. These cover hazardous chemical use, storage, worker safety, design changes, supply chain oversight, conformity assessments, and product recycling or reuse requirements. Our Japan Global Supply Center in Tsu City, Mie Prefecture is subject to Japanese laws on the use of electricity and on the handling and recycling of electronic waste, and our AI Inference Cloud Hub in Denver is operated under hosting arrangements in third-party data center facilities.
Litigation
During the fiscal years ended June 30, 2026, 2025 and 2024 and as of the date of this annual report, we have not been, and we are not currently, a party to any material litigation, claim, administrative action or arbitration, and we are not aware of any material litigation, claim, administrative action or arbitration that is pending or threatened against us. We may from time to time be subject to claims and proceedings arising in the ordinary course of our business, which we do not expect to have a material adverse effect on our business, financial condition or results of operations.
Insurance
We maintain employees’ compensation insurance for certain of our employees as required by local law.
Our subsidiaries in Singapore provide comprehensive health insurance for their employees. At the group level, the Company maintains Directors and Officers (D&O) liability insurance to indemnify its directors and officers against potential claims. We also maintain insurance in respect of our Japan Global Supply Center, our AI Inference Cloud Hub in Denver, product liability and inventory in transit.
We did not make, and were not subject to, any insurance claims during the fiscal years ended June 30, 2026, 2025 and 2024.
Government Regulation
As a cross-border multinational operator, our businesses are subject to regulatory regimes across multiple jurisdictions, including export-control statutes, import-tariff rules, data-protection compliance mandates, data-center construction-permitting requirements, telecommunication-equipment-access standards and energy-efficiency environmental regulations. Any proposed AIDC projects will require local construction, power-grid and environmental permits. Memoranda of Understanding (“MOUs”) represent non-binding expressions of intent and do not guarantee definitive contract awards or associated revenue.
The United States Export Administration Regulations control the export, re-export and in-country transfer of advanced computing integrated circuits, including the NVIDIA graphics processing units incorporated in our servers, and of computers and servers that contain them, and require a license from the U.S. Department of Commerce for their export, re-export or transfer to certain destinations and entities and for certain end uses, as described under “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Business and Industry - We are subject to U.S. and other export controls on the GPUs and servers that we sell and to tariffs and trade restrictions; changes in them could restrict our markets, increase our costs and expose us to penalties, and our compliance measures may not prevent violations by our customers or other third parties.” These controls apply to our products wherever they are located because of their United States origin content, and they have been expanded and amended repeatedly since October 2022. We procure GPUs from NVIDIA Corporation and its authorized distributors, and our sales of GPU-based products during the fiscal year ended June 30, 2026 were made principally to customers in Japan. The AI servers that we sell and the GPU servers that we use to provide our cloud services all form part of our ISG. Our AIDC Solutions do not involve GPUs, AI servers or other advanced computing items; see “Principal Products and Services - AI Data Center (AIDC) Solutions” above. We maintain an export control compliance program, which includes written policies and procedures, the screening of our customers, channel partners and joint venture partners against United States and other restricted party lists, know-your-customer and end-use inquiries, training and contractual undertakings from our customers regarding the end users, end uses and destinations of our products, and we rely on the accuracy of the information and certifications that our customers and partners provide to us. In Singapore, the Strategic Goods (Control) Act requires a permit from Singapore Customs for the export, transshipment or brokering of items on the Strategic Goods Control List, , which are military and dual-use (both civilian and military) goods, software and technologies regulated under the Strategic Goods (Control) Act 2002 and which includes certain high-performance computers and related components, and in Japan the Foreign Exchange and Foreign Trade Act and the Export Trade Control Order require a license from the Ministry of Economy, Trade and Industry for the export of listed goods and technology as well as any export involving such end-use or end-users covered by catch-all controls. Tariffs imposed by the United States and other countries on imported servers, components and the countries from which we source them may increase our costs and the prices we charge our customers.
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We are subject to the laws and regulations of each jurisdiction in which we operate. The principal regulatory regimes applicable to our operations in Singapore, Japan and the United States, where substantially all of our revenue for fiscal year 2026 was generated, are summarized below. Our subsidiaries located in other jurisdictions in Asia, which are listed in Exhibit 8.1 to this annual report, and our joint ventures in those jurisdictions are subject to the laws of those jurisdictions, including laws relating to company registration, taxation, employment, foreign exchange, foreign investment, data protection and cybersecurity, as well as to their local export control regimes; we believe that we comply with those laws in all material respects through local registrations and filings, and, other than as described in the risk factors referred to below, we do not currently consider the regulatory regimes of those jurisdictions to be material to our group as a whole. See “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Acquisitions, Investments and Joint Ventures” and “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Business and Industry - We are subject to tax laws in multiple jurisdictions, and changes in tax laws, challenges to our transfer pricing or the assertion by a tax authority that we or one of our subsidiaries has a taxable presence in a jurisdiction could increase our tax liabilities.”
Regulations Related to our Business Operations in Singapore
Data Protection
Every organization is required to comply with the Personal Data Protection Act 2012 of Singapore (the “PDPA”) to the extent it carries out any collection, use or disclosure of personal data in Singapore. There are 10 data protection obligations contained in the PDPA, which, among other things, require organizations to (a) obtain consent of the individual before the collection, use or disclosure of the individual’s personal data unless an exception to consent under the PDPA applies, (b) notify the individual of the purposes for which the organization intends to collect, use or disclose the individual’s personal data on or before such collection, use or disclosure of the personal data, (c) make reasonable security arrangements to protect personal data in its possession or under its control, (d) notify the Personal Data Protection Commission of Singapore and/or affected individuals of certain data breaches if an organization has credible grounds to believe that a data breach has occurred, and (e) only transfer personal data outside Singapore if it has taken appropriate steps to ensure that the overseas recipient is bound by legally enforceable obligations to provide the transferred personal data with a standard of protection that is comparable to that under the PDPA. The Personal Data Protection Commission of Singapore may impose financial penalties of up to 10% of an organization’s annual turnover in Singapore, where that annual turnover exceeds SG$10 million, or SG$1 million in any other case, and individuals who suffer loss or damage directly as a result of a contravention of certain PDPA obligations have a right of private action. To the extent that we process personal data on behalf of and for the purposes of our customers in Singapore, we would likely be a data intermediary of such customers under the PDPA and subject to the protection, retention limitation and data breach notification obligations that apply to data intermediaries under the PDPA.
Employment Matters
The Employment Act 1968 of Singapore, or the Singapore EA, sets out the basic terms and conditions of employment and the rights and responsibilities of employers as well as employees. With effect from April 1, 2019, the Singapore EA extends to all employees, including persons employed in managerial or executive positions, with certain exceptions.
The Singapore EA prescribes certain minimum conditions of service that employers are required to provide to their employees, including (i) minimum days of statutory annual and sick leave; (ii) paid public holidays; (iii) statutory protection against wrongful dismissal; (iv) provision of key employment terms in writing; and (v) statutory maternity leave and childcare leave benefits. In addition, certain statutory protections relating to overtime and hours of work are prescribed under the Singapore EA, but only apply to limited categories of employees, such as an employee (other than a workman) who receives a salary of up to S$2,600 a month (“relevant employee”). Section 38(8) of the Singapore EA provides that a relevant employee is not allowed to work for more than 12 hours in any one day except in specified circumstances, such as where the work is essential to the life of the community, defense or security. In addition, section 38(5) of the Singapore EA limits the extent of overtime work that a relevant employee can perform to 72 hours a month.
Other employment-related benefits which are prescribed by law include (i) contributions to be made by an employer to the Central Provident Fund, under the Central Provident Fund Act 1953 of Singapore in respect of each employee who is a citizen or permanent resident of Singapore; (ii) the provision of statutory maternity, paternity, childcare, adoption, unpaid infant care and shared parental leave benefits (in each case subject to the fulfillment of certain eligibility criteria) under the Child Development Co-Savings Act 2001 of Singapore; (iii) statutory protections against dismissal on the grounds of age, and statutory requirements to offer re-employment to an employee who attains the prescribed minimum retirement age, under the Retirement and Re-employment Act 1993 of Singapore; and (iv) statutory requirements relating to work injury compensation, and workplace safety and health, under the Work Injury Compensation Act 2019 of Singapore and the Workplace Safety and Health Act 2006 of Singapore, respectively.
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Regulations Related to our Business Operations in Japan
Our Japanese subsidiary, SuperX Japan, was incorporated on September 1, 2025 under the Companies Act of Japan and operates our Japan Global Supply Center in Tsu City, Mie Prefecture, where we assemble, test and deliver AI servers to customers in Japan. Its operations are subject to Japanese laws of general application, including the Companies Act, the Civil Code and the Commercial Code as they govern commercial contracts, the Act on the Protection of Personal Information in respect of personal data that it handles, the Labor Standards Act, the Labor Contract Act and related employment legislation in respect of its employees, and the Corporation Tax Act and the Consumption Tax Act.
Under the Foreign Exchange and Foreign Trade Act of Japan, the acquisition or establishment of a Japanese company by a foreign investor is subject to prior notification to, or post transaction reporting to, the Minister of Finance and the minister having jurisdiction over the business, depending on whether the business falls within a designated sector. The manufacture and sale of computers and related equipment are within the sectors for which prior notification may be required. We made the required filing under the Foreign Exchange and Foreign Trade Act in connection with the establishment of SuperX Japan. The same Act, together with the Export Trade Control Order and the Foreign Exchange Order, governs the export from Japan of controlled goods and technology, including certain high performance computing equipment, which requires a license from the Ministry of Economy, Trade and Industry. Servers that incorporate U.S. origin components, including NVIDIA graphics processing units, also remain subject to the U.S. Export Administration Regulations when re-exported from Japan.
Electrical equipment sold in Japan may be subject to the technical standards and marking requirements of the Electrical Appliance and Material Safety Act, and equipment that emits radio waves to the Radio Act. We believe that the AI servers we deliver in Japan comply with the standards applicable to them. We have not been the subject of any material regulatory proceeding in Japan.
Regulations Related to our Business Operations in the United States
Our U.S. subsidiary, SuperX USA, a Nevada corporation, supports our operations in the United States, including our AI Inference Cloud Hub in Denver, Colorado, which is operated by SuperX Singapore using GPU servers hosted in a third-party data center facility. Its operations are subject to U.S. federal, state and local laws of general application, including laws relating to commercial contracts, employment and taxation, and to consumer protection laws, including Section 5 of the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices, including in connection with data privacy and security. Certain U.S. states have adopted consumer data privacy and artificial intelligence laws that may apply to us as our U.S. operations grow. Our U.S. operations, and the export and re-export of items from the United States, are subject to the U.S. Export Administration Regulations and to the economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and the import of servers and components into the United States is subject to U.S. customs laws and tariffs. We have not been the subject of any material regulatory proceeding in the United States.
4.C. Organizational Structure
We are a holding company incorporated in the British Virgin Islands with our principal executive offices in Singapore, and we conduct our operations through our subsidiaries, principally in Japan and Singapore. Following the sale of OPS HK on May 7, 2026, our subsidiaries in Hong Kong principally hold investments. During fiscal year 2026, our subsidiaries in mainland China provided support services to our group, did not sell to customers and generated no revenue. Apex AI, in which Apex Technology holds a 53% equity interest, became a consolidated subsidiary on July 10, 2026. See Note 27 to our consolidated financial statements. We also hold equity interests in other joint ventures, which we account for under the equity method. A list of our subsidiaries as of June 30, 2026, including the jurisdiction of incorporation of each subsidiary and our ownership interest in it, is filed as Exhibit 8.1 to this annual report and is incorporated herein by reference.
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4.D. Property, Plant and Equipment
Principal Properties
As of June 30, 2026, we did not own any real property. Our principal leased premises as of June 30, 2026 are set out below. A substantial portion of our production and operating premises is held under operating-lease arrangements.
| Address | Use of the Property | Lease Term | ||
| Unit #06-31 at 30 Pasir Panjang Road, Mapletree Business City, Singapore 117440 | Headquarter Office | January 1, 2026 - December 31, 2028 | ||
| 2202-21 Shoda-cho, Tsu City, Mie Prefecture, Japan | Japan Global Supply Center (production, system integration and warehousing) | August 1, 2025 to July 31, 2026 (as amended with effect from February 1, 2026); renewed automatically for a further period of one year unless either party expresses an intention to terminate (current term to July 31, 2027) |
Singapore: Our corporate-headquarters office premises are located at Unit #06-31, 30 Pasir Panjang Road, Mapletree Business City, Singapore, which we lease for a term expiring on December 31, 2028 and which has a floor area of approximately 6,857 square feet (637 square meters).
Mie Prefecture, Japan: Our leased manufacturing premises house the Japan Global Supply Center in Tsu City, Mie Prefecture, Japan, with a floor area of approximately 2,490 square meters (increased from 2,408 square meters with effect from February 1, 2026 under a memorandum of amendment dated January 28, 2026 to our lease agreement dated July 25, 2025 with Taikoh Co., Ltd.); production at that facility commenced in January 2026, it has a designed annual capacity of up to 20,000 AI servers, it currently operates below that capacity during its initial ramp-up in fiscal year 2026, and the current term of lease ends on July 31, 2027, after which the parties may enter into a new lease agreement.
Denver, United States: Third-party data center facility hosting our AI Inference Cloud Hub, operated by SuperX Singapore using GPU servers that we own.
Singapore AI Innovation Centre: Facility operated pursuant to cooperation with ST Telemedia Global Data Centres at its STT Singapore 5 facility, with the data center operator providing hosting and us providing the hardware, software and orchestration.
Other than leased premises, our material tangible fixed assets consist principally of production-line test gear for AI-server assembly at our Japan Global Supply Center and the GPU servers and related infrastructure that we own and operate under hosting arrangements at third-party data center facilities in Singapore (our AI Innovation Centre) and in Denver, Colorado (our AI Inference Cloud Hub), and our property and equipment, net, was US$4,425,544 as of June 30, 2026. We do not currently have any plans to materially expand or improve these facilities. We are not aware of any environmental issue that may affect our utilization of these assets. None of our properties or material tangible fixed assets is subject to any mortgage, pledge or other encumbrance.
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Intellectual Properties
We safeguard our intellectual property through a blend of trademarks, copyrights, trade secret laws and confidentiality measures. We control access to designs, documentation and other sensitive information.
SuperX Singapore is the registrant of the domain name www.superx.sg. The domain aicloud.superx.sg is a subdomain of www.superx.sg.
As of June 30, 2026, SuperX Singapore held four registered trademarks: in Singapore, the “SuperX” word mark (Trade Mark No. 40202516815W, registered as from July 8, 2025) and our SuperX logo (Trade Mark No. 40202515991P, registered as from June 27, 2025), each in Classes 9 and 42 under the Trade Marks Act 1998 for a period of ten years, renewable; and in Taiwan, our SUPERX logo in Class 9 (Registration No. 02516774) and in Class 42 (Registration No. 02518625), each for the period from March 1, 2026 to February 29, 2036, renewable.
During the fiscal years ended June 30, 2026, 2025 and 2024 and as of the date of this annual report, we were not involved in any proceedings in respect of, nor had we received notice of any claim for, the infringement of any intellectual property rights, and we have not been charged with any breach of the relevant laws or regulations relating to our services, that had any material adverse impact on the business and results of operations.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Item 3. Key Information - 3.D. Risk Factors” and elsewhere in this annual report. Unless otherwise indicated, dollar amounts in this discussion are expressed in U.S. dollars. Fiscal years refer to the years ended June 30.
5.A. Operating Results
Overview
SuperX AI Technology Limited (f/k/a Super X AI Technology Limited and Junee Limited) is a company limited by shares incorporated under the laws of the British Virgin Islands on August 25, 2021. It is a holding company with no business operations of its own and conducts its business through its subsidiaries. The Company changed its name from Junee Limited to Super X AI Technology Limited on June 2, 2025. The Company changed its name from Super X AI Technology Limited to SuperX AI Technology Limited on October 10, 2025.
Our Ordinary Shares began trading on the Nasdaq Capital Market on April 17, 2024 under the ticker symbol “JUNE”. Our ticker symbol subsequently changed to “SUPX” on June 2, 2025.
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Since June 2025, our principal business has been the provision of AI infrastructure solutions, including AI servers and related IT equipment and related services. We expanded our NVIDIA GPU-based AI server business during the second half of calendar 2025, commenced production at our first Global Supply Center in Japan in January 2026, and began generating revenue from cloud computing and AI model API services in April 2026. From May 2026, we further expanded our strategy toward full-stack AI infrastructure solutions, combining server products, production and supply chain capabilities, deployment services, and cloud computing and AI model API services. This expansion required experienced executives and specialists in AI servers and AI data centers, together with additional management, technical and supply chain personnel. We conduct our business through subsidiaries, principally in Singapore, Japan and the United States. We are also developing AI data center power, cooling and optical interconnect solutions through our joint ventures, including SuperX Cooltech Pte. Ltd. and SuperX Digital Power Pte. Ltd., which we accounted for under the equity method as of June 30, 2026. Those joint venture solutions had not generated revenue on a consolidated basis as of June 30, 2026.
We design “SuperX” branded AI servers, which are assembled at our Japan Global Supply Center, and for many customers we resell servers, networking and storage equipment of other original equipment manufacturers, integrated into consolidated solutions together with deployment and maintenance services, which we currently expect to constitute the principal part of our business. See “Item 4. Information on the Company - 4.B. Business Overview.”
Our former interior design, fit-out and maintenance services business, which we sold on May 7, 2026, is presented as discontinued operations for all periods presented, and, unless otherwise indicated, the discussion below focuses on our continuing operations. The gain on the disposal of that business of $562,135 is included in income from discontinued operations, net of tax, for the fiscal year ended June 30, 2026. The consideration for the disposal of $2,396,507 was settled without cash through the buyers’ assumption of an intercompany payable owed by the Company to OPS HK. See “Item 4. Information on the Company - 4.A. History and Development of the Company - Principal Capital Expenditures and Divestitures.”
For the fiscal years ended June 30, 2026, 2025 and 2024, revenue from continuing operations was $20,340,857, $1,028,061 and nil, respectively. Our overall gross margin was approximately negative 5.4% for the fiscal year ended June 30, 2026, compared with approximately 5.0% for the fiscal year ended June 30, 2025. We recorded nil gross profit for the fiscal year ended June 30, 2024. We recorded net loss from continuing operations of $109,683,311, $20,825,801 and $936,351 for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Fiscal year 2026 was a period of investment and expanded commercialization of our AI infrastructure business. We incurred personnel, share-based compensation, professional support and operating infrastructure costs as we recruited experienced industry personnel, established production and delivery capabilities, and introduced additional services. Many of these costs were incurred while revenue remained at an early stage of development. The further expansion of our management, research and development, and supply chain teams from May 2026 increased our operating capacity and expense base ahead of the subsequent expansion of commercial deliveries.
For the fiscal year ended June 30, 2026, we recorded consolidated net loss of $109,171,114, including net loss from continuing operations of $109,683,311 and income from discontinued operations, net of tax, of $512,197. Net loss attributable to SuperX AI Technology Limited was $107,348,430, after net loss of $1,822,684 attributable to noncontrolling interests. After accretion of redeemable noncontrolling interests of $600,237, net loss attributable to ordinary shareholders was $107,948,667.
A significant portion of our fiscal year 2026 net loss resulted from non-cash or non-operating items, including share-based compensation of $52,395,211, credit loss expense of $9,157,815 on loans receivable, losses from fair value changes of contingent consideration payable of $12,715,635, depreciation of property and equipment of $1,391,124, amortization of intangible assets of $9,424, and share of losses of equity method investees of $408,228.
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Key Factors that Affect Operating Results
We believe the following key factors may affect our financial condition and results of operations:
Development and expansion of our AI infrastructure solutions business
Since June 2025, our continuing operations have consisted of the sale of AI servers and related IT equipment and related services and, since April 2026, the provision of AI cloud computing and AI model API services.
Our operating results are significantly affected by our ability to successfully develop, commercialize and scale our AI infrastructure solutions business. This includes our ability to deliver competitive AI server solution, expand our customer base, deliver customer-specific AI infrastructure solutions, develop our cloud computing and AI model API service offerings, provide related warranties and maintenance services, and build operational capabilities to support larger-scale deployments. Although we generated $20.3 million of revenue from continuing operations in fiscal year 2026, this business remains at an early stage of development, and our operating history in the AI infrastructure sector remains limited.
Fluctuation in cost of revenue and gross profit margins
Our gross profit and gross profit margin are affected by a number of factors, including the pricing of AI servers and related IT equipment, the cost and availability of critical components such as memory and CPUs, competitive pricing pressure, manufacturing overhead absorption, logistics and delivery costs, and inventory procurement timing.
Our AI infrastructure solutions business is currently in an expansion stage. As we scale our operations, we may experience fluctuations in gross margins due to changes in component costs, changes in customer pricing, product mix, supplier terms, inventory procurement timing and manufacturing or deployment costs. As a result, our overall gross margin was approximately negative 5.4% in fiscal year 2026, compared with approximately 5.0% for the fiscal year ended June 30, 2025.
Our customers generally place purchase orders at fixed prices. Increases in component prices between the date of an order and the date of delivery may reduce the margin on those orders unless we can stockpile the components to fix the costs or we can pass the increases on to customers. Our ability to improve margins as the business develops will depend on market prices, procurement terms, component stockpiling, and actual production and delivery efficiencies. See the gross margin discussion below and “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Business and Industry - Shortages of, and increases in the prices of, the components used in our AI servers, including GPUs, CPUs, memory, storage and networking components, could delay our deliveries, increase our costs and reduce our margins.”
Customer concentration
Our customer concentration reflects the early commercialization of our AI infrastructure business. Hardware sales in fiscal year 2026 were largely generated by a small number of projects for our principal customers, with deliveries made in batches. The size and timing of those deliveries affect the proportion of revenue attributable to that customer. For the fiscal year ended June 30, 2026, one customer accounted for approximately 90.3% of our total revenue from continuing operations. For the fiscal year ended June 30, 2025, one customer accounted for approximately 100.0% of our total revenue from continuing operations. For the fiscal year ended June 30, 2024, we did not record any revenue from continuing operations.
As of June 30, 2026, three customers accounted for approximately 32.5%, 31.1% and 28.4% of our total accounts receivable, net, respectively. As of June 30, 2025, we did not record any accounts receivable from continuing operations. Receivables concentration reflects unpaid balances at the reporting date and may differ from revenue concentration for the year because of delivery, billing and collection timing. Any loss of, reduction in orders from, or deterioration in the financial condition of our significant customers could materially and adversely affect our revenue, liquidity, financial condition and results of operations.
Since June 30, 2026, we have received purchase orders from customers other than our principal fiscal year 2026 hardware customer, including an order from a customer in Australia, as described under “Recent Developments” in Item 4.A. These orders, together with the expansion of deliveries through our Japan Global Supply Center, reflect the broadening of our commercial activity after year-end. Alongside our hardware business, we are developing cloud computing and AI model API services. As our order activity and range of services expand, we are working to broaden our revenue base and reduce our dependence on any single customer. The effect on our revenue mix will depend on actual deliveries and revenue recognized from these activities. Large projects may still account for a significant proportion of revenue in individual reporting periods.
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Supplier concentration
Our hardware business requires high-value purchases of GPUs, server systems and related components from manufacturers and distributors. Large purchases for a limited number of projects during the initial development of the business contributed to supplier concentration. For the fiscal year ended June 30, 2026, one supplier accounted for approximately 56.5% of our total purchases. For the fiscal year ended June 30, 2025, one supplier accounted for 100.0% of our total purchases. For the fiscal year ended June 30, 2024, we did not record any purchases from continuing operations.
As of June 30, 2026, one supplier accounted for approximately 93.7% of our total accounts payable. As of June 30, 2025, we did not record any accounts payable from continuing operations. Accounts payable concentration measures unpaid supplier balances at year-end and does not necessarily reflect the distribution of purchases during the year. If we are unable to maintain relationships with key suppliers, or if any key supplier reduces supply, increases pricing, changes credit terms or fails to meet quality or delivery requirements, our ability to deliver products and solutions, our margins and our results of operations could be materially and adversely affected.
As our hardware sales grow and our product offerings broaden, we are developing procurement relationships with multiple suppliers of server systems, GPUs, networking and storage products and other components. We compare suppliers based on pricing, product availability, service quality, payment terms and delivery schedules to select suitable sources for each project. Broadening these relationships and sourcing options is intended to reduce our reliance on individual suppliers as the business expands. Actual purchase concentration will depend on project requirements and orders placed, and particular product configurations may continue to depend on specific suppliers or manufacturers.
Customer demand, product mix and timing of deployments
Our revenue and operating results may fluctuate from period to period due to changes in customer demand, product mix and timing of deliveries or deployments. Sales of AI servers and related IT equipment may involve large customer orders, customized configurations and project-based delivery schedules. As a result, the timing of customer acceptance, delivery, installation, deployment or related service consumption may cause revenue and gross margins to vary significantly between periods.
In addition, our gross margin may vary depending on the mix of hardware sales, cloud computing services and AI model API services. Hardware sales may have different margin characteristics from cloud computing and AI model API services, and newly introduced products or services may initially have lower margins as we scale operations, optimize costs and establish customer relationships.
As of June 30, 2026, we had contract liabilities of $3,550,890, representing advance payments received from customers for goods and services before we transferred control of the related goods and services or otherwise satisfied the related performance obligations. These contract liabilities comprised $2,993,793 classified as current and $557,097 classified as non-current. The timing of recognition of these amounts may vary depending on our satisfaction of the related performance obligations.
If customer demand fluctuates, if large orders are delayed or canceled, or if our product and service mix shifts toward lower-margin offerings, our revenue, gross margin, cash flows and results of operations could be materially affected.
Our results of operations are also affected by U.S. and other export controls, tariffs and trade restrictions, the availability and cost of GPUs and other components, geopolitical developments and our access to capital. See “Item 3. Key Information - 3.D. Risk Factors.”
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Results of Operations
Comparison of Fiscal Years Ended June 30, 2026 and 2025
The following table sets forth key components of our results of operations for the fiscal years ended June 30, 2026 and 2025:
| For the Fiscal Years Ended June 30, | % of | |||||||||||||||
| 2026 | 2025 | Variance | variance | |||||||||||||
| Revenue | $ | 20,340,857 | $ | 1,028,061 | $ | 19,312,796 | 1,878.6 | % | ||||||||
| Cost of revenue | 21,434,962 | 976,682 | 20,458,280 | 2,094.7 | % | |||||||||||
| Gross profit (loss) | (1,094,105 | ) | 51,379 | (1,145,484 | ) | (2,229.5 | )% | |||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | 313,179 | 584,137 | (270,958 | ) | (46.4 | )% | ||||||||||
| General and administrative expenses | 100,332,938 | 11,048,321 | 89,284,617 | 808.1 | % | |||||||||||
| Impairment of goodwill | — | 9,359,949 | (9,359,949 | ) | (100.0 | )% | ||||||||||
| Total operating expenses | 100,646,117 | 20,992,407 | 79,653,710 | 379.4 | % | |||||||||||
| Loss from operations | (101,740,222 | ) | (20,941,028 | ) | (80,799,194 | ) | 385.8 | % | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income, net | 3,068,074 | 581,014 | 2,487,060 | 428.1 | % | |||||||||||
| Other income | 584,955 | 83,149 | 501,806 | 603.5 | % | |||||||||||
| Realized gains from disposal of investments in equity securities and short-term investments | 1,126,389 | — | 1,126,389 | N/A | ||||||||||||
| Unrealized gains/(losses) from fair value changes of investments in equity securities and short-term investments | 15,936 | (45,966 | ) | 61,902 | (134.7 | )% | ||||||||||
| Losses from fair value changes of contingent consideration payable | (12,715,635 | ) | (502,970 | ) | (12,212,665 | ) | 2,428.1 | % | ||||||||
| Gains on disposal of subsidiaries | 394,130 | — | 394,130 | N/A | ||||||||||||
| Share of results of equity method investees | (408,228 | ) | — | (408,228 | ) | N/A | ||||||||||
| Gains on termination of lease | 14,117 | — | 14,117 | N/A | ||||||||||||
| Losses on disposal of property and equipment | (14,254 | ) | — | (14,254 | ) | N/A | ||||||||||
| Total other (expense) income, net | (7,934,516 | ) | 115,227 | (8,049,743 | ) | (6,986.0 | )% | |||||||||
| Loss from continuing operations before provision for income taxes | (109,674,738 | ) | (20,825,801 | ) | (88,848,937 | ) | 426.6 | % | ||||||||
| Income tax expense | 8,573 | — | 8,573 | N/A | ||||||||||||
| Net loss from continuing operations | (109,683,311 | ) | (20,825,801 | ) | (88,857,510 | ) | 426.7 | % | ||||||||
| Income (loss) from discontinued operations, net of tax | 512,197 | (388,659 | ) | 900,856 | (231.8 | )% | ||||||||||
| Net loss | $ | (109,171,114 | ) | $ | (21,214,460 | ) | $ | (87,956,654 | ) | 414.6 | % | |||||
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Revenue
The following table sets forth the breakdown of our revenue by major revenue type for the fiscal years ended June 30, 2026 and 2025, respectively:
| For the Fiscal Years Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| (US$) | % of revenue | (US$) | % of revenue | Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Sales of AI servers and related IT equipment | $ | 19,102,901 | 93.9 | % | $ | 1,028,061 | 100.0 | % | $ | 18,074,840 | 1,758.1 | % | ||||||||||||
| Cloud computing and AI model API services | 1,237,956 | 6.1 | % | — | — | % | 1,237,956 | N/A | % | |||||||||||||||
| Total revenue | $ | 20,340,857 | 100.0 | % | $ | 1,028,061 | 100.0 | % | $ | 19,312,796 | 1,878.6 | % | ||||||||||||
Our revenue increased by $19,312,796, or approximately 1,878.6%, from $1,028,061 for the fiscal year ended June 30, 2025 to $20,340,857 for the fiscal year ended June 30, 2026. The increase reflected the expansion of commercial deliveries in our AI infrastructure business following our strategic transition, principally sales of AI servers and related IT equipment in Japan. Production at our Japan Global Supply Center commenced in January 2026, while cloud computing and AI model API services began generating revenue in April 2026. Fiscal year 2025 provided a limited comparison base for this newly developed business.
Revenue from sales of AI servers and related IT equipment increased by $18,074,840, or approximately 1,758.1%, from $1,028,061 for the fiscal year ended June 30, 2025 to $19,102,901 for the fiscal year ended June 30, 2026. The increase was primarily driven by the expansion of our AI infrastructure business and the delivery of AI servers and related IT equipment, particularly in Japan.
During fiscal year 2026, we generated $1,237,956 of revenue from cloud computing and AI model API services, compared with nil in fiscal year 2025. These services began generating revenue in April 2026, adding a new revenue source alongside sales of AI servers and related IT equipment.
Based on the location of the group company entering into the contract with the customer, revenue attributed to Japan was $18,551,701, or 91.2% of our revenue from continuing operations, and revenue attributed to other markets was $1,789,156, or 8.8%, for fiscal year 2026. All of our revenue from continuing operations for fiscal year 2025, which was $1,028,061, was attributed to other markets. We did not record revenue from continuing operations in fiscal year 2024. This geographical attribution is based on the physical location of the contracting group company. As we develop our business, we intend to broaden our customer base and geographic reach with the aim of reducing revenue concentration over time. The extent and timing of any diversification will depend on actual customer demand and completed deliveries.
Cost of revenue
The following table sets forth the breakdown of our cost of revenue for the fiscal years ended June 30, 2026 and 2025:
| For the Fiscal Years Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| (US$) | % of cost of revenue | (US$) | % of cost of revenue | Amount | % | |||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||
| Cost of goods sold | $ | 20,322,228 | 94.8 | % | $ | 976,682 | 100.0 | % | $ | 19,345,546 | 1,980.7 | % | ||||||||||||
| Cost of services | 1,112,734 | 5.2 | % | — | — | % | 1,112,734 | N/A | % | |||||||||||||||
| Total cost of revenue | $ | 21,434,962 | 100.0 | % | $ | 976,682 | 100.0 | % | $ | 20,458,280 | 2,094.7 | % | ||||||||||||
Our cost of revenue consists of cost of goods sold and cost of services. Cost of goods sold relates primarily to sales of AI servers and related IT equipment. Cost of services relates primarily to provision of cloud computing and AI model API services. Cost of revenue increased by $20,458,280, or approximately 2,094.7%, from $976,682 in fiscal year 2025 to $21,434,962 in fiscal year 2026. The increase was primarily attributable to the significant increase in sales of AI servers and related IT equipment, as well as the commencement of cloud computing and AI model API services during fiscal year 2026.
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Cost of goods sold increased by $19,345,546, or approximately 1,980.7%, from $976,682 in fiscal year 2025 to $20,322,228 in fiscal year 2026 as sales of AI servers and related IT equipment expanded. We also incurred cost of services of $1,112,734 for cloud computing and AI model API services, which began generating revenue during fiscal year 2026, compared with nil in fiscal year 2025.
For fiscal year 2026, cost of revenue comprised cost of goods sold associated with sales of AI servers and related IT equipment and cost of services associated with cloud computing and AI model API services. These costs included, as applicable, direct procurement costs, depreciation, factory-related, labor, insurance, consumables, business service fees, fulfillment costs, delivery and logistics costs, deployment and maintenance service costs, and other costs directly associated with our AI infrastructure operations.
Gross profit (loss) and gross margin
Our gross profit (loss) and gross margin by major revenue type are summarized as follows:
| For the Fiscal Years Ended June 30, | % of | |||||||||||||||
| 2026 | 2025 | Variance | variance | |||||||||||||
| Sales of AI servers and related IT equipment | ||||||||||||||||
| Gross profit (loss) | $ | (1,219,327 | ) | $ | 51,379 | $ | (1,270,706 | ) | (2,473.2 | )% | ||||||
| Gross margin | (6.4 | )% | 5.0 | % | (11.4 | )pp | ||||||||||
| Cloud computing and AI model API services | ||||||||||||||||
| Gross profit | $ | 125,222 | $ | — | $ | 125,222 | N/A | % | ||||||||
| Gross profit margin | 10.1 | % | — | % | N/A | |||||||||||
| Total | ||||||||||||||||
| Gross profit (loss) | $ | (1,094,105 | ) | $ | 51,379 | $ | (1,145,484 | ) | (2,229.5 | )% | ||||||
| Gross margin | (5.4 | )% | 5.0 | % | (10.4 | )pp | ||||||||||
Our overall gross loss was $1,094,105 and our overall gross margin was approximately negative 5.4% for the fiscal year ended June 30, 2026, compared with gross profit of $51,379 and an overall gross margin of approximately 5.0% for the fiscal year ended June 30, 2025.
Our overall gross loss reflected the gross loss from sales of AI servers and related IT equipment, partially offset by gross profit from cloud computing and AI model API services. Margins differ between these revenue types and across individual orders, and changes in the revenue mix affect our overall gross margin.
Our overall gross loss reflected the combination of competitive pricing and commercial terms on initial hardware orders and the costs of fulfilling those orders while our production and delivery capabilities were being established. We accepted those terms to establish customer relationships and expand our market presence, while incurring procurement, logistics, installation, deployment and other fulfillment costs. Initial sales volumes and capacity utilization were limited, and we had not yet realized economies of scale. The resulting gross loss on hardware sales was partially offset by gross profit from cloud computing and AI model API services. See Item 5.D for the factors affecting future margin improvement.
Operating expenses
Our operating expenses consist of the following:
| For the Fiscal Years Ended June 30, | % of | |||||||||||||||
| 2026 | 2025 | Variance | variance | |||||||||||||
| Selling and marketing expenses | $ | 313,179 | 584,137 | (270,958 | ) | (46.4 | )% | |||||||||
| General and administrative expenses | 100,332,938 | 11,048,321 | 89,284,617 | 808.1 | % | |||||||||||
| Impairment of goodwill | — | 9,359,949 | (9,359,949 | ) | (100.0 | )% | ||||||||||
| Total operating expenses | $ | 100,646,117 | 20,992,407 | 79,653,710 | 379.4 | % | ||||||||||
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Our selling and marketing expenses mainly comprised advertising and marketing expenses. Selling and marketing expenses decreased by $270,958, or approximately 46.4%, from $584,137 for the fiscal year ended June 30, 2025 to $313,179 for the fiscal year ended June 30, 2026. The higher selling and marketing expenses incurred in fiscal year 2025 were primarily attributable to the initial marketing expenditures made in connection with the Company’s initial development of its AI infrastructure solutions business, including marketing activities undertaken to support the development and promotion of its AI business, advertise our brand, enhance market awareness, and expand customer outreach.
Our general and administrative expenses mainly consisted of staff costs, share-based compensation expenses, legal and professional fees, depreciation and lease-related expenses, business development and travel expenses, office and administrative expenses, credit loss expense and other corporate overheads. General and administrative expenses increased by approximately $89.3 million, or approximately 808.1%, from approximately $11.0 million for the fiscal year ended June 30, 2025 to $100.3 million for the fiscal year ended June 30, 2026.
The increase reflected the expansion of our organization and operating capabilities during the transition to AI infrastructure, including the recruitment of experienced executives and specialists in AI servers and AI data centers. Higher employee compensation and equity incentives were important components of this expansion, with the increase in share-based compensation representing the largest of the expense increases described below. We also incurred additional professional and corporate support costs as the business expanded, together with credit loss expense on loans receivable. Personnel and organizational development took place throughout fiscal year 2026, with further expansion of management, research and development, and supply chain teams beginning in May 2026. The principal changes are discussed below:
| ● | Share-based compensation expense increased by approximately $48.8 million, or approximately 1,353.0%, from approximately $3.6 million for the fiscal year ended June 30, 2025 to approximately $52.4 million for the fiscal year ended June 30, 2026. Equity incentives formed part of the compensation arrangements used to attract and retain experienced executives, technical specialists and other personnel needed for our transition and expansion into AI infrastructure. The expense reflected awards granted at different stages of that expansion and was recognized based on the applicable fair values and service and vesting periods. Fiscal year 2026 expense comprised approximately $42.9 million for share options, most of which related to 3,526,000 options granted in August 2025 under our 2025 Equity Incentive Plan that were scheduled to vest monthly through July 2026, and approximately $9.5 million for RSU awards to employees, directors and consultants. |
| ● | Employee compensation and benefits expenses increased by approximately $15.4 million, or approximately 528.2%, from approximately $2.9 million for the fiscal year ended June 30, 2025 to approximately $18.3 million for the fiscal year ended June 30, 2026. The increase reflected a larger workforce and the higher compensation packages required to recruit experienced executives and specialists in AI servers and AI data centers. Recruitment and team development took place throughout the fiscal year to support our Japan production operations, hardware sales and delivery activities, cloud computing and AI model API services, and corporate functions. From May 2026, we further expanded management, research and development, and supply chain teams to support our full-stack AI infrastructure strategy. These personnel costs were recognized as services were provided, with expense classification reflecting the roles performed, including during the period before the subsequent expansion of commercial deliveries. |
| ● | Legal and professional fees increased by approximately $11.8 million, or approximately 487.2%, from approximately $2.4 million for the fiscal year ended June 30, 2025 to approximately $14.3 million for the fiscal year ended June 30, 2026. The increase reflected legal, accounting, consulting, compliance and other professional support for our business transformation, strategic transactions and public company infrastructure. |
| ● | The reinforcement of our management, research and development, and supply chain teams from May 2026 also supported the continued development of operating procedures, financial reporting processes, procurement oversight and corporate governance arrangements. These teams have been working to clarify responsibilities, document policies and improve coordination as new operations and business relationships are established. Implementation continued after June 30, 2026. The related work is intended to improve the consistency of execution and oversight across the expanding business. Management’s assessment of internal control over financial reporting and the status of remediation are discussed in Item 15. |
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| ● | We recognized credit loss expense on loans receivable of $9,157,815 for the fiscal year ended June 30, 2026, compared with nil for fiscal year 2025. The seller loan and the related contingent consideration are discussed together under “Other income (expense)” below. |
| ● | Business development and travel expenses increased by approximately $1.3 million, or approximately 114.4%, from approximately $1.2 million for the fiscal year ended June 30, 2025 to approximately $2.5 million for the fiscal year ended June 30, 2026. |
Overall, the increase in general and administrative expenses reflected the cost of establishing the personnel, professional support and corporate infrastructure needed for our expanded AI infrastructure business, together with significant non-cash share-based compensation and credit loss expense. Personnel and organizational costs increased ahead of the subsequent expansion in commercial deliveries. Credit loss expense arose from the loan exposures discussed below and is distinct from the cost of recruiting personnel or establishing operating capacity. Future profitability will depend on the margins generated by our sales and our ability to manage the ongoing cost of the expanded organization. Procurement and fulfillment costs included in cost of revenue are discussed separately above.
No goodwill impairment expense was recognized in fiscal year 2026, compared with $9,359,949 in fiscal year 2025. The goodwill arising from the acquisition of SuperX Industries had been fully impaired in fiscal year 2025. The absence of this prior-year charge partially offset the increase in other expenses in fiscal year 2026.
Other income (expense)
Other income and expenses changed from net other income of $115,227 for the fiscal year ended June 30, 2025 to net other expenses of $7,934,516 for the fiscal year ended June 30, 2026. The change was primarily attributable to losses from fair value changes of contingent consideration payable of $12,715,635 in fiscal year 2026, compared with $502,970 in fiscal year 2025, partially offset by an increase in net interest income of $2,487,060, or 428.1%, from $581,014 in fiscal year 2025 to $3,068,074 in fiscal year 2026. The increase in net interest income was mainly due to interest earned on fixed deposits, which increased following our private placements in fiscal year 2026, and interest accrued on loans receivable. The change was also partially offset by realized gains from disposal of investments in equity securities and short-term investments of $1,126,389, other income of $584,955, which mainly included investment income from structured equity-linked notes of $285,750 and management fee income from equity method investees of $184,059, and gains on disposal of subsidiaries of $394,130, mainly a gain of $411,123 on the disposal of SunVest AIDC Capital Limited, and was further affected by our share of losses of equity method investees of $408,228. Our results of operations for fiscal year 2026 also included net foreign exchange gains of $594,384, which are recorded in general and administrative expenses. Inflation did not have a material effect on our results of operations during the periods presented.
The contingent consideration arrangements linked additional Ordinary Shares payable to the seller of SuperX Industries to qualifying repayments of the seller loan within 365 days of the respective acquisition agreements. The contractual prices of $4.00 and $8.00 per share determined the number of shares issuable for qualifying repayments; the accounting liability was remeasured at fair value before settlement. Consequently, changes in our share price and expected qualifying repayments affected the fair value of the liability, with increases recognized as losses and decreases recognized as gains. During fiscal year 2026, the seller repaid $12,440,000 and we issued 2,748,750 Ordinary Shares to settle contingent consideration with a fair value of $42,348,699 at the settlement dates. The annual net fair value loss of $12,715,635 primarily reflected increases in our share price before those share settlements, taking into account all remeasurements during the year. On March 10, 2026, SuperX Industries and the seller agreed to extend the repayment deadline of the remaining seller loan to March 9, 2027. The contractual collection periods for further contingent share consideration ended on March 12, 2026 and April 29, 2026. Reflecting the commercial connection between these arrangements, SuperX Industries and the seller agreed to a full and final settlement under the Loan Waiver and Settlement Agreement, approved by the board of directors of SuperX Industries on June 29, 2026 and effective the same day. Under the agreement, the seller irrevocably relinquished any remaining rights and claims relating to contingent share consideration, and SuperX Industries waived the remaining loan principal and accrued interest. Previously completed repayments and share issuances were unaffected. For fiscal year 2026, credit loss expense on loans receivable of $9,157,815 was recognized in general and administrative expenses. We wrote off $9,103,662 against the related allowance. The write-off was non-cash and was not an additional expense on top of the credit loss expense. No contingent consideration liability or balance under the settled seller loan remained at June 30, 2026, and no further contractual interest accrued on that loan after the effective date. The non-cash fair value loss for the year does not represent an obligation still outstanding at year-end. See Notes 6 and 13 to our consolidated financial statements.
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Income tax expense
SuperX was incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, SuperX is not subject to tax on income or capital gains. In addition, payments of dividends by SuperX to its shareholders are not subject to withholding tax in the British Virgin Islands.
Singapore
A company incorporated in Singapore is subject to Singapore corporate income tax on taxable income as reported in its statutory financial statements, as adjusted in accordance with relevant Singapore tax laws. The applicable corporate income tax rate is 17% in Singapore, with 75% of the first $7,752 (SG$10,000) of taxable income and 50% of the next $147,287 (SG$190,000) of taxable income exempted from income tax.
Japan
A company incorporated in Japan is subject to Japan corporate income tax on taxable income as reported in its statutory financial statements, as adjusted in accordance with relevant Japan tax laws. The applicable national statutory corporate tax rate is 23.2% in Japan. For small and medium-sized companies with paid-in capital of JPY100 million or less, a preferential statutory rate of 15% applies to the first JPY8 million of annual taxable income.
United States
A company incorporated in the United States is subject to U.S. federal corporate income tax at the applicable rate of 21% on taxable income.
Our subsidiaries in other jurisdictions are subject to income tax in those jurisdictions at the applicable statutory rates. See Note 16 to our consolidated financial statements included elsewhere in this annual report.
For the fiscal year ended June 30, 2026, we recorded income tax expense of $8,573, primarily related to Singapore corporate tax. We recorded no income tax expense from continuing operations for the fiscal years ended June 30, 2025 and 2024.
Net loss
As a result of the foregoing, we reported a net loss from continuing operations of $109,683,311 for fiscal year 2026, compared with $20,825,801 for fiscal year 2025. After income from discontinued operations of $512,197 in fiscal year 2026 and a loss from discontinued operations of $388,659 in fiscal year 2025, our consolidated net loss was $109,171,114 and $21,214,460 for fiscal years 2026 and 2025, respectively. Net loss attributable to SuperX AI Technology Limited was $107,348,430 for fiscal year 2026, after net loss attributable to noncontrolling interests of $1,822,684, substantially all of which ($1,812,473) was attributable to the redeemable noncontrolling interests in SuperX MicroInference. After accretion of redeemable noncontrolling interests of $600,237, net loss attributable to ordinary shareholders was $107,948,667 for fiscal year 2026.
The increase in loss primarily reflected higher share-based compensation, personnel and professional costs associated with building our AI infrastructure business, together with credit loss expense and the non-cash remeasurement of contingent consideration, partly offset by the absence of the prior-year goodwill impairment charge. Fiscal year 2026 was an investment and commercialization phase intended to support future revenue growth. The timing and extent of any improvement in profitability will depend on realized sales margins and the cost of operating the expanded business.
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Comparison of Fiscal Years Ended June 30, 2025 and 2024
| For the Fiscal Years Ended June 30, | % of | |||||||||||||||
| 2025 | 2024 | Variance | variance | |||||||||||||
| Revenue | $ | 1,028,061 | $ | — | $ | 1,028,061 | N/A | |||||||||
| Cost of revenue | 976,682 | — | 976,682 | N/A | ||||||||||||
| Gross profit | 51,379 | — | 51,379 | N/A | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | 584,137 | — | 584,137 | N/A | ||||||||||||
| General and administrative expenses | 11,048,321 | 998,597 | 10,049,724 | 1,006.4 | % | |||||||||||
| Impairment of goodwill | 9,359,949 | — | 9,359,949 | N/A | ||||||||||||
| Total operating expenses | 20,992,407 | 998,597 | 19,993,810 | 2,002.2 | % | |||||||||||
| Loss from operations | (20,941,028 | ) | (998,597 | ) | (19,942,431 | ) | 1,997.0 | % | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income, net | 581,014 | 62,246 | 518,768 | 833.4 | % | |||||||||||
| Other income | 83,149 | — | 83,149 | N/A | ||||||||||||
| Unrealized gains/(losses) from fair value changes of investments in equity securities and short-term investments | (45,966 | ) | — | (45,966 | ) | N/A | ||||||||||
| Losses from fair value changes of contingent consideration payable | (502,970 | ) | — | (502,970 | ) | N/A | % | |||||||||
| Total other income, net | 115,227 | 62,246 | 52,981 | 85.1 | % | |||||||||||
| Loss from continuing operations before provision for income taxes | (20,825,801 | ) | (936,351 | ) | (19,889,450 | ) | 2,124.1 | % | ||||||||
| Income tax expense | — | — | — | N/A | ||||||||||||
| Net loss from continuing operations | (20,825,801 | ) | (936,351 | ) | (19,889,450 | ) | 2,124.1 | % | ||||||||
| (Loss) / Income from discontinued operations, net of tax | (388,659 | ) | 81,424 | (470,083 | ) | (577.3 | )% | |||||||||
| Net loss | $ | (21,214,460 | ) | $ | (854,927 | ) | $ | (20,359,533 | ) | 2,381.4 | % | |||||
The following discussion summarizes the principal changes in our results of continuing operations for fiscal year 2025 compared with fiscal year 2024. Because our former interior design and fit-out business was disposed of in May 2026 and is presented as discontinued operations, the discussion below focuses primarily on our continuing operations and separately identifies the effect of discontinued operations.
Revenue and gross profit
Revenue from continuing operations increased from nil in fiscal year 2024 to $1,028,061 in fiscal year 2025, reflecting the commencement of sales of AI servers and related IT equipment. Cost of revenue was $976,682 in fiscal year 2025, compared with nil in fiscal year 2024, resulting in gross profit of $51,379 and a gross profit margin of approximately 5.0% in fiscal year 2025. There was nil gross profit in fiscal year 2024. The increase reflected the initial commercialization of our AI infrastructure business during fiscal year 2025.
Operating expenses
Selling and marketing expenses were $584,137 for the fiscal year ended June 30, 2025, compared with nil for the fiscal year ended June 30, 2024. The increase was primarily due to the shift in our principal business in fiscal year 2025 and the corresponding increase in marketing and promotional activities to support the development and promotion of the new AI infrastructure business, including efforts to advertise our brand, enhance market awareness, and expand our customer outreach.
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General and administrative expenses increased significantly by $10,049,724, or approximately 1,006.4%, from $998,597 for the fiscal year ended June 30, 2024 to $11,048,321 for the fiscal year ended June 30, 2025. The increase was primarily attributable to the substantial expansion of our AI infrastructure solutions business following the Company’s initial development of its AI infrastructure solutions business during fiscal year 2025, including activities undertaken in connection with the Company’s strategic transition announced in June 2025. In connection with this transition and the scaling of our business operations, we incurred higher corporate and administrative costs, including increased staff costs to support a larger workforce and expanded operational capabilities, as well as higher professional fees, including legal, accounting, consulting, compliance and other advisory expenses, to support our strategic transition, corporate development activities, governance requirements and expanded business operations. In addition, the increase reflected higher share-based compensation expenses associated with equity incentives granted to employees and directors as part of our compensation and retention strategy. Other corporate expenses also increased as we enhanced our internal infrastructure, expanded administrative functions and incurred additional costs necessary to support the growth of our AI infrastructure solutions business and broader corporate platform.
Our goodwill represented the excess of the fair value of the purchase price, including the share consideration and the contingent consideration, over the respective portion of the fair value of the identifiable assets and liabilities acquired of our subsidiary, SuperX Industries, during the fiscal year ended June 30, 2025. We have subsequently performed annual goodwill impairment testing in accordance with Accounting Standards Codification (“ASC”) 350-20. Considering our actual operating losses, we have performed a quantitative assessment. The fair value of the reporting unit was estimated using the income approach with certain key assumptions including forecasted revenue, profit margin and discount rate which are subject to high degree of judgment and complexity. As a result, the fair value of the reporting unit was estimated to be below its carrying value and we recorded a $9,359,949 goodwill impairment for the year ended June 30, 2025.
Other income (expense)
We recorded net other income of $115,227 in fiscal year 2025, compared with net other income of $62,246 in fiscal year 2024. Fiscal year 2025 included interest income and the effect of fair value changes in investments and contingent consideration associated with our investment and acquisition activities.
Net loss and discontinued operations
As a result of the foregoing, our loss from continuing operations increased to $20,825,801 in fiscal year 2025 from $936,351 in fiscal year 2024. We also recorded a loss from discontinued operations, net of tax, of $388,659 in fiscal year 2025, compared with income from discontinued operations, net of tax, of $81,424 in fiscal year 2024. Accordingly, our consolidated net loss was $21,214,460 in fiscal year 2025, compared with $854,927 in fiscal year 2024.
5.B. Liquidity and Capital Resources
We have financed our operations primarily through equity financing from our initial public offering, private placements and the exercise of warrants and share options and, to a lesser extent, other borrowings. As our AI infrastructure solutions business expands, our liquidity needs are expected to include working capital for inventory procurement, prepayments, personnel, facilities, equipment, supply chain development, professional fees and other costs associated with our business expansion.
As reflected in our consolidated financial statements, we had a net loss of $109,171,114 for fiscal year 2026 compared with $21,214,460 for fiscal year 2025. As of June 30, 2026, we had cash and cash equivalents from continuing operations of $98,936,510 compared with $17,000,813 as of June 30, 2025. We had working capital of approximately $177.0 million as of June 30, 2026, compared with approximately $7.2 million as of June 30, 2025. The significant increase in liquidity primarily reflected equity financing activities during fiscal year 2026, partially offset by operating and investing cash requirements as we expanded our AI infrastructure business.
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Working capital as of June 30, 2026 is calculated as total current assets of $186,481,526 less total current liabilities of $9,451,739.
As of June 30, 2026, we had current other borrowings of $2,222,872 and no non-current other borrowings, compared with current and non-current other borrowings of nil and $113,758, respectively, as of June 30, 2025.
As of June 30, 2026, our current assets included amounts due from related parties of $22,362,213, compared with $77,720 as of June 30, 2025. This mainly comprised $22,035,788 due from Apex AI for payments we made on its behalf in connection with inventory purchases, which would be eliminated after the consolidation of the entity. These balances are unsecured, interest-free and repayable on demand.
As of June 30, 2026, we had current loans receivable, net, of $15,014,411, after an allowance for credit losses of $53,946, compared with current and non-current loans receivable, net, of $20,397,475 and $9,740,817, respectively, as of June 30, 2025. The June 30, 2026 balance and allowance related to other loans receivable, as the seller loan had been settled and written off. In September 2026, approximately $13,135,000 of these other loans was settled and collected, reducing the outstanding loan exposure and increasing our cash resources after the balance sheet date. See Item 5.A for the seller loan settlement and Note 27 for the subsequent collections.
As of June 30, 2026, we had current contract liabilities of $2,993,793 and non-current contract liabilities of $557,097, totaling $3,550,890. These amounts primarily represented advance payments received from customers related to unsatisfied performance obligations.
On June 25, 2026, we entered into a subscription agreement with Mercuria Holdings (Singapore) Pte. Ltd. and, in July 2026, completed the issuance of $26,895,000 aggregate principal amount of senior unsecured convertible notes to Mercuria Holdings (Singapore) Pte. Ltd. The notes were issued at par, mature 12 months from closing and bear interest at approximately 6.22% per annum, payable in cash at maturity, early redemption or conversion. The notes are convertible at the holder’s election, on one occasion and in full, into up to 3,300,000 Ordinary Shares at a conversion price of $8.15 per share. If the notes are not converted, principal and accrued interest are repayable in cash at maturity. Warrants to acquire up to 1,100,000 Ordinary Shares are issuable to the purchaser upon conversion of the notes in full. See “Item 4. Information on the Company - 4.A. History and Development of the Company - Recent Developments.” On November 26, 2025, our board of directors authorized a share repurchase program under which we may repurchase up to $20.0 million of our Ordinary Shares over the following twelve months. During fiscal year 2026, we repurchased 2,051,899 Ordinary Shares in the open market for total consideration of $18,226,921. As of June 30, 2026, $1,851,205 remained available for repurchases under this program. In addition, on August 6, 2026, our board of directors authorized a new share repurchase program under which we may repurchase up to $20.0 million of our outstanding Ordinary Shares over the following twelve months.
We believe that our current cash level will be sufficient to meet our working capital needs for the next 12 months from the date the audited consolidated financial statements are issued, taking into account the repayment in cash of our convertible notes in July 2027 if they are not converted and the capacity of up to $20 million under the 2026 Repurchase Program. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, experience delays in customer collections, make additional strategic investments, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
Our material cash requirements as of June 30, 2026 included cash consideration of $1,500,000 if the second put option over the remaining 24.5% interest in SuperX MicroInference is exercised; our operating lease obligations described below; and purchases of inventories, GPU servers and other equipment to fulfill customer orders and to operate our AI cloud services. Since June 30, 2026, our material cash requirements also include the repayment of the $26,895,000 principal amount of our convertible notes issued in July 2026, together with accrued interest, in July 2027 if the notes are not converted. Our liquidity also depends on customer collections and the collection of our loans receivable. As of June 30, 2026, we had no committed credit facilities, and our cash and cash equivalents were held principally in U.S. dollars, Japanese yen and Singapore dollars. We used the net proceeds of our fiscal year 2026 private placements principally to fund purchases of inventories, purchases of GPU servers and other equipment, advances to Apex AI, share repurchases and our operating cash outflows. For restrictions on the ability of our subsidiaries to transfer funds to us, see “Item 3. Key Information - Transfers of Cash between Our Company and Our Subsidiaries.”
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Other than interim dividends declared in 2022, before our initial public offering, we have not declared or paid any dividends on our Ordinary Shares, and we have no present plan to pay dividends in the foreseeable future.
Unless otherwise stated, the cash flow amounts below include cash flows from both continuing and discontinued operations.
| For the Fiscal Years Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Net cash used in operating activities | $ | (73,798,742 | ) | $ | (8,334,584 | ) | $ | (751,704 | ) | |||
| Net cash used in investing activities | $ | (30,593,411 | ) | $ | (12,393,065 | ) | $ | (6,535 | ) | |||
| Net cash provided by (used in) financing activities | $ | 186,172,094 | $ | 30,669,247 | $ | 7,425,576 | ||||||
| Effect of exchange rate changes on cash | $ | (50,424 | ) | $ | 20,454 | $ | 19,218 | |||||
| Net increase (decrease) in cash | $ | 81,729,517 | $ | 9,962,052 | $ | 6,686,555 | ||||||
| Cash at the beginning of fiscal year | $ | 17,206,993 | $ | 7,244,941 | $ | 558,386 | ||||||
| Cash at the end of fiscal year | $ | 98,936,510 | $ | 17,206,993 | $ | 7,244,941 | ||||||
Operating Activities
Net cash used in operating activities increased to $73,798,742 for fiscal year 2026 from $8,334,584 for fiscal year 2025. Continuing operations used $74,034,569 in fiscal year 2026, compared with $8,152,969 in fiscal year 2025; discontinued operations provided $235,827 in fiscal year 2026. The increase reflected both working capital committed to hardware procurement and cash expenditures supporting our expanded operations. Inventories increased by $31,056,061 as our AI server and related IT equipment business grew. An $8,570,494 increase in prepayments, deposits and other receivables also contributed to net cash used in operating activities. Operating cash flow also reflected a $2,198,240 decrease in accrued expenses and other payables, mainly associated with the settlement of liabilities assumed in the acquisition of SuperX MicroInference, and a $1,377,559 decrease in operating lease liabilities. These uses of cash were partly offset by a $3,550,890 net increase in contract liabilities arising from customer advance payments. Our net loss from continuing operations included non-cash share-based compensation of $52,395,211, contingent consideration fair value losses of $12,715,635 and credit loss expense of $9,157,815, which were added back in the reconciliation to operating cash flow and were not cash payments in fiscal year 2026.
Our operating cash requirements include both working-capital funding and the ongoing costs of running the business. Hardware procurement can require us to fund inventories and supplier prepayments before collecting the related customer payments. Employee compensation, cloud computing and AI model API service costs, logistics and fulfillment, professional fees and other operating services also require cash funding as the business expands. Advances to third parties are a separate use of working capital. Recovery of these advances depends on the underlying arrangements and repayment by the counterparties.
As order activity expands, operating cash flow will depend on the timing of supplier payments relative to customer advances and collections, as well as the cash costs of fulfilling orders and running the business. Our post-year-end procurement schedules include supplier deposits and balances payable before shipment, together with certain arrangements in which supplier payments follow customer receipts. We are coordinating procurement and delivery schedules with these receipts to manage the period for which cash is tied up. Customer advances can fund part of an order, but inventories and operating expenses may still require funding before the related cash is recovered. Improvement in operating cash flow also depends on collecting outstanding third-party advances and managing personnel and other recurring operating costs. Delays in delivery, customer acceptance or collection could increase funding needs even as orders grow.
Net cash used in operating activities was $8,334,584 for fiscal year 2025, comprising $8,152,969 used by continuing operations and $181,615 used by discontinued operations. Continuing operating cash use reflected the early development costs of our AI infrastructure business, a $1,181,584 increase in prepayments, deposits and other receivables and a $733,187 decrease in operating lease liabilities. The continuing-operations loss of $20,825,801 included significant non-cash items, principally goodwill impairment of $9,359,949 and share-based compensation of $3,605,979, which did not represent operating cash payments.
Net cash used in operating activities was $751,704 for the fiscal year ended June 30, 2024. This consisted of net cash used in operating activities from continuing operations of $867,299, partially offset by net cash provided by operating activities from discontinued operations of $115,595. Net cash used in operating activities from continuing operations was primarily due to net loss from continuing operations of $936,351, partially offset by an increase in accrued expenses and other payables of $69,052.
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Investing Activities
Net cash used in investing activities increased to $30,593,411 in fiscal year 2026 from $12,393,065 in fiscal year 2025. The principal uses in fiscal year 2026 were $24,027,274 of advances to related parties, mainly payments made on behalf of Apex AI in connection with inventory purchases, $7,927,000 of advances of loans receivables, $5,438,309 of purchases of property and equipment, $2,640,957 of investments in equity method investees and $1,527,076 of prepayments for property and equipment and right-of-use assets. The investments in equity method investees formed part of our strategic cooperation and joint venture arrangements. Cash purchases of investment securities of $29,133,536 exceeded disposal proceeds of $22,359,100 by $6,774,436 as part of our cash management activities. These uses were partly offset by $13,706,586 of cash inflows from loans receivable, $4,059,629 of net cash acquired in the acquisition of SuperX MicroInference and $480,000 of proceeds from the disposal of Excellent Prospect Investment Holding Limited. The net cash inflow from loans receivable excludes non-cash adjustments. The MicroInference inflow represents cash acquired of $7,059,629 less cash consideration of $3,000,000. The total also included $437,808 of net investing cash outflows from discontinued operations.
Net cash used in investing activities amounted to $12,393,065 for the fiscal year ended June 30, 2025, mainly representing the purchases of property and equipment of $297,599, the prepayments for the acquisition of property and equipment and land use rights of $331,324, the deposits paid for investments of $468,000, the advances to related parties of $4,728, the increase in loans receivable of $10,330,748, the payments for the investments in equity securities of $1,012,795 during the fiscal year ended June 30, 2025 and net cash used in investing activities from discontinued operations of $3,354. These cash outflows were partially offset by $30,113 of cash acquired in connection with the acquisition of a subsidiary and $25,370 of dividend income received.
Net cash used in investing activities amounted to $6,535 for the fiscal year ended June 30, 2024, representing the net cash used in investing activities from discontinued operations.
Financing Activities
Net cash provided by financing activities was $186,172,094 in fiscal year 2026, compared with $30,669,247 in fiscal year 2025. The principal sources were $187,741,800 of private placement proceeds, $13,453,520 from warrant exercises, $2,100,000 of borrowings and $1,855,001 from share option exercises. These inflows were partly offset by $18,226,921 used for share repurchases and $750,000 paid to acquire additional noncontrolling interests in SuperX MicroInference. Continuing operations also received $65,394 of advances from related parties, while discontinued operations used $66,700 in financing activities. These financing inflows funded our operating and investing cash requirements; the convertible notes issued in July 2026 were a subsequent financing event and are not included in fiscal year 2026 cash flows.
Net cash provided by financing activities amounted to $30,669,247 for the fiscal year ended June 30, 2025. This was primarily attributable to $30,001,900 of proceeds from the issuance of Ordinary Shares under private placements, $113,758 of other borrowings, $160,000 of proceeds from the exercise of share options, and $97,443 of advances from related parties. The amount also included $296,146 of net cash provided by financing activities from discontinued operations during the fiscal year ended June 30, 2025.
Net cash provided by financing activities amounted to $7,425,576 for the fiscal year ended June 30, 2024. This was primarily attributable to $7,861,876 of net proceeds from the issuance of Ordinary Shares in connection with our initial public offering. These cash inflows were partially offset by $72,890 of repayments to related parties, $190,976 of payments of offering costs related to the initial public offering, and $172,434 of net cash used in financing activities from discontinued operations during the fiscal year ended June 30, 2024.
Cash and cash equivalents increased by $81,729,517 during fiscal year 2026 to $98,936,510. This increase was driven by external financing, which exceeded the cash used in operating and investing activities, rather than by positive operating cash generation. Our liquidity therefore depends on the cash resources available to us and on converting inventories, receivables and advances into cash as the business develops.
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Off-Balance Sheet Arrangements
We did not have during the periods presented any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC 450-20, “Loss Contingencies,” we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
The following table summarizes our contractual obligations as of June 30, 2026:
| Payments due by period | ||||||||||||||||||||
| Contractual obligations | Total | Less than 1 year | 1 – 3 years | 3 – 5 years | More than 5 years | |||||||||||||||
| Other borrowings(1) | $ | 2,227,447 | $ | 2,227,447 | $ | — | $ | — | $ | — | ||||||||||
| Future lease payments(2) | 1,725,213 | 1,116,537 | 608,676 | — | — | |||||||||||||||
| $ | 3,952,660 | $ | 3,343,984 | $ | 608,676 | $ | — | $ | — | |||||||||||
| (1) | Represents contractual repayments of other borrowings before imputed interest. The carrying amount of other borrowings as of June 30, 2026 was $2,222,872. |
| (2) | Represents undiscounted future lease payments. The carrying amount of operating lease liabilities as of June 30, 2026 was $1,677,305. |
In addition, as of June 30, 2026, we had a remaining capital commitment of $1,921,055 to invest in Apex AI. This amount represented the outstanding portion of our total $3,908,555 commitment associated with our 53% equity interest in Apex AI.
Capital Expenditures
For the fiscal years ended June 30, 2026, 2025 and 2024, our purchases of property and equipment and intangible assets were $5,523,121, $297,599 and nil, respectively.
The fiscal year 2026 amount consisted of purchases of property and equipment of $5,438,309 and purchases of intangible assets of $84,812.
The increase in capital expenditure accompanied the development of our AI server production, delivery and compute service capabilities. Our operating expansion during fiscal year 2026 included the commencement of production at the Japan Global Supply Center in January 2026, the launch of an AI Innovation Centre with ST Telemedia Global Data Centres in Singapore in April 2026, and the launch of our AI Inference Cloud Hub in Denver, United States, in June 2026. These activities expanded our production and service footprint and required equipment, operating infrastructure and personnel. The amount and timing of capital expenditure depend on whether the relevant equipment and capacity are purchased, leased or obtained from service providers.
Depreciation of property and equipment increased from $73,146 in fiscal year 2025 to $1,391,124 in fiscal year 2026 as the depreciable asset base of our consolidated operations expanded. Depreciation affects earnings over the useful lives of assets, whereas cash purchases are reflected in investing activities when paid. The effect of an individual deployment on depreciation depends on the assets held by our consolidated subsidiaries and when those assets become available for use.
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In addition, during fiscal year 2026, we recognized an indefinite-lived intangible asset of $3,480,765, presented in our consolidated financial statements as a distribution license, in connection with the acquisition of SuperX MicroInference. This asset is included in intangible assets but is not included in the capital expenditure cash outflow above because it was acquired through an asset acquisition allocation rather than a direct cash purchase of intangible assets.
Subsequent to June 30, 2026 and as of the date of this annual report, we did not purchase any material property and equipment or intangible assets for operational use.
Other than the remaining capital commitment to Apex AI described above, we did not have any material commitments for capital expenditures as of June 30, 2026.
Seasonality
The nature of our business does not appear to be affected by seasonal variations.
5.C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company - 4.B. Business Overview.” Research and development costs, which are included in general and administrative expenses, were not significant in the fiscal years ended June 30, 2026, 2025 and 2024.
5.D. Trend Information
Our near-term operating focus is on fulfilling customer orders and strengthening the capabilities needed to support delivery. As of June 30, 2026, we held inventories with a carrying amount of US$31,056,061, the applicable portion of which we intend to use to fulfill customer orders.
We are continuing to broaden our customer and procurement relationships as we develop additional projects and product offerings, with the aim of reducing reliance on individual counterparties over time. The effect on customer and supplier concentration will depend on actual revenue and purchases in the relevant reporting period.
Since July 2026, we have received additional hardware purchase orders from existing and new customers. The orders received include both orders fulfilled during the period and orders scheduled for future delivery; order activity is distinct from outstanding order backlog and revenue recognized under our accounting policies. These orders relate to AI servers and related IT equipment, with deliveries scheduled into early 2027. For further information on post-year-end order activity, see “Item 4. Information on the Company - 4.A. History and Development of the Company - Recent Developments - Customer Orders after June 30, 2026.”
As order volumes increase, working capital requirements are affected by the timing of procurement, shipment, customer acceptance and collection. Certain procurement arrangements require deposits and payment of the balance before shipment, while others provide for supplier payments following customer receipts. We are coordinating procurement and delivery schedules with customer advances and collections. These timing differences also affect the conversion of inventory into cash. See Item 5.B for the related liquidity discussion.
We are continuing to develop production and delivery capabilities in Japan and cloud computing and AI model API services in Southeast Asia and the United States. The recruitment of experienced industry personnel supports the development of these capabilities.
The AI Token Platform, AI Apps and Singapore model-as-a-service offering launched in September 2026 expand the range of cloud and AI services available to customers. Their commercialization will depend on customer adoption, billable usage and service pricing, together with the cost and utilization of the underlying computing infrastructure. We are continuing to develop the customer base and service capabilities for these offerings.
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Our post-year-end sources of liquidity included proceeds of US$26.895 million from the convertible note issuance in July 2026 and collections of approximately US$13.135 million of other loans receivable in September 2026. These receipts form part of the cash resources available to meet procurement, delivery and operating requirements. The notes mature in July 2027 and, if not converted or redeemed earlier, will require cash repayment of the outstanding principal and accrued interest. See Item 5.B, “Liquidity and Capital Resources,” for our financing arrangements and material cash requirements.
Our cash requirements include working capital, operating expenditures, equipment investment or service and lease payments, debt service and share repurchase. The 2026 Repurchase Program permits purchases of up to US$20.0 million but does not require that amount to be spent. The timing and amount of repurchases will depend on market conditions, liquidity and applicable requirements. See Item 5.B and Item 16E.
Improving gross margin remains a management priority following the gross loss recorded in fiscal year 2026, as discussed in Item 5.A. As deliveries expand, we aim to improve the economics of new hardware orders through commercial terms, procurement planning and more efficient delivery, while developing cloud computing and AI model API services alongside hardware sales. Higher use of existing production capacity and broader service adoption may support these efforts. The extent and timing of improvement will depend on actual selling prices, component and fulfillment costs, capacity utilization and the product and service mix. Component cost increases that cannot be passed on under fixed-price orders could offset these benefits.
5.E. Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with U.S. GAAP. These accounting principles require us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the end of each fiscal period, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information, and other assumptions that we believe are reasonable under the circumstances, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
Critical accounting policies
The significant accounting policies adopted by the Company in the preparation of its consolidated financial statements are disclosed in Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included elsewhere in this Annual Report. These policies should be read in conjunction with the critical accounting estimates discussed above.
Recently issued accounting pronouncements
See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies.”
Critical accounting estimates
You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting estimates involve the most significant judgments and estimates used in the preparation of our financial statements.
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Allowance for CECL
We account for credit losses under ASC 326, Financial Instruments - Credit Losses, which requires us to measure expected credit losses over the contractual life of financial assets carried at amortized cost.
Loans receivable are subject to the current expected credit loss model. We estimate expected credit losses based on relevant information about past events, current conditions and reasonable and supportable forecasts that affect collectability. The estimate requires significant management judgment, including assessment of counterparty-specific credit risk, aging, historical loss experience, expected repayment, macroeconomic conditions and other forward-looking information.
Loans receivable, net consist of term loans to third parties recorded at amortized cost, net of an allowance for CECL. See Item 5.A and Note 6 to our consolidated financial statements for the fiscal year 2026 credit loss expense and related accounting effects.
For financial assets that remain outstanding, changes in repayment expectations, counterparty financial condition, economic conditions or other assumptions could result in additional credit loss expense or reversals in future periods.
Inventory valuation
Inventories, which consist of AI servers and related IT equipment, are stated at the lower of cost or net realizable value.
The key estimation uncertainty relates to the expected selling prices and recoverability of inventory, particularly given the rapid technological advancement and potential obsolescence of AI servers and GPU equipment.
The principal inputs used in determining net realizable value (NRV) include:
| 1. | Estimated selling prices – based on committed customer orders, recent selling prices and prevailing market prices for comparable equipment. |
| 2. | Technological obsolescence – potential reductions in selling prices arising from newer generations of GPU servers and changes in customer demand. |
| 3. | Estimated costs to complete and sell – including any additional costs necessary to complete and deliver the equipment. |
The principal uncertainty is whether the estimated selling prices can be realized before technological developments or market conditions reduce the recoverable value of the inventory.
Estimating net realizable value requires judgment about expected selling prices, committed customer orders, technological obsolescence and costs to sell. Management evaluated inventories item by item and determined that net realizable value exceeded cost as of June 30, 2026. If market prices decline or products become obsolete, we may need to record write-downs in cost of revenue.
As of June 30, 2026, management assessed inventory of $31,056,061 and concluded that NRV exceeded cost with no write-down required
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Revenue recognition
The Company enters into contracts for the sale of AI servers and related IT equipment and the provision of cloud computing and AI model API services. Certain contracts involve significant judgments in identifying distinct performance obligations, determining when control transfers to customers and assessing whether the Company acts as principal or agent.
For contracts that include equipment together with distinct maintenance or other service obligations, management allocates the transaction price based on the relative standalone selling prices of the respective performance obligations. Where standalone selling prices are not directly observable, management estimates such prices using available market information, expected service costs and appropriate margins. Changes in these estimates could affect the allocation of revenue between equipment sales recognized at a point in time and service revenue recognized over time, as well as the related contract liability balances.
Certain cloud computing and AI model API service arrangements include usage-based pricing, minimum consumption commitments, tiered discounts and volume rebates. Where the consideration is variable and cannot be determined solely from actual usage and contractual rates at the reporting date, management estimates the consideration to which the Company expects to be entitled, taking into account expected usage, applicable pricing thresholds and contractual terms. Such estimates are subject to the constraint on variable consideration under ASC 606.
Changes in the estimated standalone selling prices, expected consumption levels or applicable rebates could affect the timing or amount of revenue recognized. The significance of these estimates depends on the nature and value of the underlying contracts and the extent of uncertainty associated with the relevant assumptions.
Fair value of contingent consideration payable
The Company measured contingent consideration payable at fair value and recognized changes in fair value in the consolidated statements of operations. We used a scenario-based valuation that reflected the fair value of the Ordinary Shares issuable and expected qualifying loan repayments, and reassessed these inputs before settlement. Increases in the estimated fair value were recognized as losses and decreases as gains.
The valuation required judgment about qualifying loan collections and the fair value of the Ordinary Shares issuable. These estimates were subject to uncertainty before settlement. See Item 5.A and Note 13 to our consolidated financial statements for the fiscal year 2026 financial statement effects.
Share-based compensation
The Company measures share-based awards granted to employees, directors and service providers based on the grant-date fair value of the awards and recognizes compensation expense over the requisite service period. The fair value of share options is determined using a binomial option pricing model and involves significant assumptions, including expected volatility, expected term, risk-free interest rate, and expected dividend yield and, where applicable, the fair value of the underlying Ordinary Shares. The fair value of RSUs is determined by reference to the closing price of our Ordinary Shares on the grant date. We account for forfeitures as they occur. Certain RSU awards to directors that are settled in a variable number of shares for a fixed monetary amount are classified as liabilities. For consultants’ awards with performance conditions, we assess at each reporting date whether achievement is probable.
These assumptions are inherently subjective and may differ from actual results. Changes in assumptions used to estimate the fair value of share-based awards could materially affect share-based compensation expense recognized in our consolidated statements of operations. For the fiscal year ended June 30, 2026, the Company recorded share-based compensation expense of $52,395,211.
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Impairment of long-lived assets
The Company evaluates long-lived assets for impairment in accordance with U.S. GAAP. Long-lived assets, including property and equipment, finite-lived intangible assets and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
The impairment assessment involves management judgment in identifying impairment indicators and determining the appropriate asset groups at the lowest level for which identifiable cash flows are largely independent of those of other assets and liabilities. Where impairment indicators exist, management assesses recoverability by comparing the carrying amount of the relevant asset group with the estimated undiscounted future cash flows expected to be generated from its use and eventual disposition.
The estimation of future cash flows, where required, involves assumptions regarding revenue growth, gross profit margins, operating expenses, expected asset utilization and remaining useful lives. These estimates may be affected by changes in market demand, technological developments, operating performance and other economic conditions.
If actual results or future expectations differ from management’s estimates, the Company may be required to record impairment charges in future periods. No impairment of long-lived assets was recognized for the fiscal years ended June 30, 2026, 2025 and 2024.
Impairment of Indefinite-lived intangible assets
We evaluate indefinite-lived intangible assets for impairment on an annual basis as of June 30, or more frequently if events or changes in circumstances suggest that the fair value of the asset is below its carrying value. Our indefinite-lived intangible assets consist of a distribution license acquired in connection with the acquisition of SuperX MicroInference. This asset is not subject to amortization because management determined that there are no legal, regulatory, contractual or economic factors that limit its useful life.
We may first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If we conclude from this qualitative assessment that it is more likely than not that the asset is impaired, or if we elect to bypass the qualitative assessment, we perform a quantitative impairment test. The quantitative test compares the fair value of the asset with its carrying amount, and any excess of carrying amount over fair value is recognized as an impairment loss.
The impairment assessment requires significant judgment, including projections of future cash flows, discount rates, supplier relationships, supplier termination provisions, renewal economic feasibility, market conditions and other assumptions. Changes in these assumptions could materially affect the determination of fair value and impairment conclusions. No impairment losses on indefinite-lived or finite-lived intangible assets were recognized for the fiscal years ended June 30, 2026, 2025 and 2024.
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Item 6. Directors, Senior Management and Employees
6.A. Directors and Senior Management
The following table provides information regarding our executive officers and directors as of the date of this annual report:
| Name | Age | Position(s) | ||
| Dr. Chenhong Huang | 63 | Chairman of the Board, Chief Executive Officer and Executive Director | ||
| Guili Miao | 53 | Deputy Chief Executive Officer, Chief Financial Officer and Executive Director | ||
| Jie Yang | 63 | Chief Investment Officer and Executive Director | ||
| Kenny Sng Hoe Ann | 61 | Chief Technology Officer | ||
| Roy Rong (Shengwen Rong) | 57 | Independent Director | ||
| Wei Shao | 71 | Independent Director | ||
| Shen Pao Hua Paul | 67 | Independent Director | ||
| Kazushige Nakahashi | 62 | Independent Director |
Dr. Chenhong Huang, aged 63, has served as the Chairman of our board of directors, our Chief Executive Officer and an executive director since December 1, 2025. Dr. Huang has more than 30 years of leadership experience across global enterprise software, cloud and IT infrastructure. Since April 2025, he has served as a Board Member of Yonyou, having previously served as its President from January 2025 to March 2025. From August 2021 to December 2024, he served as Global Executive Vice President and President of SAP Greater China, and from October 2014 to August 2021 he served as Chairman and President of Dell Greater China. Earlier in his career, Dr. Huang served as President of APC Greater China (APC by Schneider Electric), Chairman of Zhuhai Uniflair, President of Tellabs China and President of Carrier Sales for Nortel China. Dr. Huang holds a Ph.D. in Electrical Engineering from Texas A&M University and an M.S. in Electrical Engineering and a B.S. in Physics from Fudan University. Dr. Huang is a U.S. citizen.
Ms. Guili Miao (Julia Miao), aged 53, has served as our Deputy Chief Executive Officer, Chief Financial Officer and an executive director since May 27, 2026. Ms. Miao has approximately 20 years of experience covering corporate finance, accounting, financial reporting, investor relations, capital raising and corporate transactions, predominantly within Asian capital markets. Between September 2020 and August 2026, Ms. Miao held senior executive roles including Deputy Chief Executive Officer, Chief Financial Officer and executive director at Sihuan Pharmaceutical Holdings Group Limited, a Hong Kong Main Board listed pharmaceutical enterprise. Prior to that, from 2005 through 2020, Ms. Miao occupied multiple senior-level finance positions across Asian-based pharmaceutical and real-estate businesses, with responsibilities spanning executive directorship, chief financial officer, finance vice-president and general manager. Ms. Miao holds an MBA from The University of Hong Kong and a bachelor’s degree in applied accounting from Oxford Brookes University. She is a Chartered Accountant of the Institute of Singapore Chartered Accountants, a fellow member of the Association of Chartered Certified Accountants and the Chartered Institute of Management Accountants, and holds the Chartered Global Management Accountant designation. Ms. Miao is a citizen of Singapore.
Mr. Jie Yang (Jack Yang), aged 63, has served as our executive director since August 4, 2025 and as our Chief Investment Officer since June 1, 2026. Mr. Yang is a seasoned finance and energy investment professional with over 30 years of leadership experience in global energy infrastructure and strategic investments. He founded and served as chief executive officer of the Canada-China Global Natural Resources Investment Fund, a US$10 billion initiative launched in 2012, and has held executive and director roles in publicly listed energy companies, including MEC Advisory Ltd. and Arsenal Energy Group. He is currently leading AI-focused energy infrastructure projects in Canada, Saudi Arabia, Oman, Ethiopia and Rwanda. Mr. Yang is currently a director of China Oil and Gas Group Limited, Henry Bath & Son Limited (a United Kingdom company and a member of the Mercuria group), EMC Financial Limited, MEC Advisory Limited and Northlands Star Inc., and since July 30, 2026 he has served as an executive director of Wilton Resources Corporation Limited, a company listed on the Catalist board of the Singapore Exchange. Mr. Yang is a citizen of Canada.
Mr. Kenny Sng, aged 61, has served as our Chief Technology Officer since July 2025. Mr. Sng is a seasoned IT executive with over 20 years of experience across infrastructure, AI, operations, and data center engineering. He holds a degree in Computer Science from the National University of Singapore and has held a variety of technical and leadership roles at Intel Corporation and other global firms. Mr. Sng began his career as an analyst at the National Computer Board and subsequently held senior roles at DuPont and Digital Equipment before joining Intel. At Intel, he progressed through roles such as Global WAN Services Manager, Data Center Engineering Manager, and APAC Solution Architect Manager, where he led hybrid cloud and AI implementation strategies across enterprise and government clients. Most recently, from 2017 to 2024, Mr. Sng served as Presales Team Manager for Intel (Singapore and Malaysia), where he spearheaded AI deployments, 5G rollouts, and smart city infrastructure initiatives. He is ITIL v3 certified and an AWS Solutions Architect Associate, with deep expertise in server/SAN systems, sustainability engineering, and technical sales. He has presented at numerous industry conferences and received 15 Intel Division Recognition Awards for excellence in innovation, leadership, and customer impact. Mr. Sng is a citizen of Singapore.
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Mr. Roy Rong (Shengwen Rong), aged 57, has served as our independent director since November 11, 2025. Mr. Rong currently serves as Finance BP Head for TikTok and Global Functions. Since September 2019 and September 2023, respectively, he has served as an independent director and audit committee chair of Mogu Inc. (NYSE: MOGU) and Cheche Group Inc. (Nasdaq: CCG). From February 2017 to September 2018, he served as senior vice president and then chief financial officer of Yixia Technology Co., Ltd. He served as chief financial officer of Quixey, Inc. from 2015 to 2016, of UC Web from 2012 to 2014 and of Country Style Cooking Restaurant Chain Co., Ltd. (NYSE: CCSC) from 2010 to 2012. From 2000 to 2008, he held financial management positions at Google, Solectron and Siebel Systems. Mr. Rong holds a bachelor’s degree in international finance from Renmin University of China, a master’s degree in accounting from West Virginia University and an MBA from the University of Chicago Booth School of Business. He is a Certified Public Accountant in the United States. Mr. Rong is a citizen of the United States.
Mr. Wei Shao, aged 71, has served as our independent director since May 13, 2026. Mr. Shao is a partner of Dentons and National China Service Co-chair at Dentons Canada LLP, specializing in international business transactions. He has over 30 years of experience in mergers and acquisitions, corporate and project financing, complex corporate and commercial transactions, business negotiations, policy and regulatory matters and government relations across the natural resources, technologies, manufacturing, financial services, infrastructure and real estate sectors. He has represented international investors and entrepreneurs, sovereign and investment funds, private and public companies and state-owned enterprises in transactions in or through Canada, and has advised Canadian and international companies on cross-border investments. As an investor and director, he has co-founded or been involved in agri-food, energy, manufacturing and infrastructure projects and data center opportunities in North America. Mr. Shao is an accredited interpreter of the United Nations and the federal government of Canada and has served in board and advisory roles for the British Columbia Government Advisory Council on China, the Vancouver Police Board, the Vancouver Aquarium, S.U.C.C.E.S.S. and the Jack Austin International Center of the Beedie Business School at Simon Fraser University. He currently serves as a director and a member of the audit, compensation and nominating and corporate governance committees of China Gold International Resources Corp., which is listed in Canada. Mr. Shao is a Canadian citizen.
Mr. Shen Pao Hua Paul, aged 67, has served as our independent director since May 20, 2026. Mr. Shen has been a Certified Public Accountant licensed in New York since 1987 and in California since 1988, with more than three decades of experience in public accounting, taxation and corporate advisory. Since January 2007, he has been the founder and principal of Shen & Associates, CPAs in the San Francisco Bay Area. From 1995 to 2006, he served as Managing Partner of Mok, Shen & Company CPAs. He joined BDO Seidman as a tax manager in December 1990 and served as Associate Director of its Pacific Rim Practice from August 1992. His expertise includes corporate and individual tax planning and compliance, international tax for inbound and outbound investments, Internal Revenue Service audits and special reporting for foreign investors in the United States, and banking regulation compliance consulting. Mr. Shen received an MBA from the New York University Graduate School of Business in 1985 and a B.S. from Georgetown University in 1983. He is a member of the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants and the Hong Kong Association of Northern California, and is a citizen of the United States.
Mr. Kazushige Nakahashi, aged 62, has served as our independent director since May 27, 2026. Mr. Nakahashi has over 30 years of management experience in information systems development and renewable energy infrastructure. Since September 2003, he has served as President and Chief Executive Officer of Affinity Power Co., Ltd., formerly known as Start Soft Japan and iNC Corporation, where he has overseen the development of core systems including the settlement system of the Japan Exchange and Toshiba point-of-sale systems used with securities firms, including Nomura Securities. Since 2012, he has led the delivery of uninterruptible power supply solutions for urban traffic signal management systems for Japanese government transportation authorities, as well as solar energy storage and renewable power plant projects. From February 2008 to March 2010, he served as Managing Director of IHI-SJC Environmental Technology (China) Co., Ltd., a member of the IHI Group (TSE: 7013). From April 1994 to May 2003, he served as a Research Associate at Toho Research Institute, Inc. Mr. Nakahashi holds a Master of Arts in International Studies from the Graduate School of Area Studies, Tokyo University of Foreign Studies. Mr. Nakahashi is a citizen of Japan.
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Election of Officers
Our executive officers are appointed by, and serve at the discretion of, the Board of Directors.
Family Relationships
None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
There is no arrangement or understanding with any major shareholder, customer, supplier or other person pursuant to which any of our directors or members of our senior management was selected as a director or member of senior management.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K. Except as disclosed in “Item 6.B. Compensation” and “Item 7.B. Related Party Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
6.B. Compensation
Employment Agreements
We have entered into employment agreements with our senior executive officers. Pursuant to these agreements, we are entitled to terminate a senior executive officer’s employment for cause at any time without remuneration for certain acts of the officer, such as being convicted of any criminal conduct, any act of gross or willful misconduct or any serious, willful, grossly negligent or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. Each executive officer agrees that we shall own all the intellectual property developed by such officer during his or her employment.
Dr. Chenhong Huang. We entered into a director offer letter with Dr. Chenhong Huang dated November 13, 2025 and an employment agreement with him dated November 15, 2025. The employment agreement provides for an initial term from December 1, 2025 to November 30, 2028, extended automatically for successive one-year periods unless either party gives 60 days’ notice. It originally provided for a base salary of US$3,000,000 per year. Under a side letter agreement dated February 6, 2026, Dr. Huang’s annual base salary was reduced to US$1,800,000 with effect from February 1, 2026. From March 1, 2026, he receives a monthly housing allowance of S$6,500. He also received a one-time relocation allowance of S$10,000. The other terms of the employment agreement and the addendum remain unchanged. Dr. Huang is entitled to a signing equity award valued at US$1,500,000 under our equity incentive plan, annual equity awards with a fixed value of US$1,500,000, issued and vesting in equal monthly installments over 12 months, with the number of Ordinary Shares determined by reference to the closing price of our Ordinary Shares at the time of each issuance, and service equity awards of US$1,500,000 following each of the first and second anniversaries of his employment. He is eligible for a one-time performance bonus of US$3,000,000 if aggregate sale orders reach US$500,000,000 within the first 12 months of his employment, pro-rated if the achievement ratio exceeds 50%, and for an annual performance bonus of up to US$3,000,000 in each of the second and third years based on key performance indicators certified by the Compensation Committee. His equity awards are subject to our clawback policy. The agreement contains six-month post-termination non-competition and non-solicitation covenants, provides for severance equal to one month’s base salary on an involuntary termination, and is governed by the laws of the British Virgin Islands. Under an addendum dated November 28, 2025, the number of shares comprising the signing equity award is determined by the closing price on the trading day preceding his onboarding date of November 28, 2025.
Ms. Guili Miao. We entered into an employment agreement with Ms. Guili Miao dated May 4, 2026, under which she serves as our Deputy Chief Executive Officer, Chief Financial Officer and Executive Director and as Chief Executive Officer of SuperX Industries, reporting to our board of directors, with responsibility for finance and accounting, capital markets and financing, investor relations, human resources and administration. Her employment commenced on May 27, 2026. Before that date, Ms. Miao had entered into a separate employment contract with SuperX Industries, signed on May 3, 2026 and effective May 4, 2026, in respect of her role as Chief Executive Officer of SuperX Industries, providing for a salary of S$24,700 per month. The employment agreement with the Company has an initial term of three years from the commencement date, extended automatically for successive one-year periods unless either party gives 60 days’ notice; and, in respect of her role as Deputy Chief Executive Officer, Chief Financial Officer and Executive Director of the group company, provides for a base salary of HK$300,000 per month, an annual bonus determined by our board of directors and the Compensation Committee, eligibility to participate in our equity incentive arrangements, medical, directors’ and officers’ liability and travel insurance and 20 working days of paid annual leave per year. On an involuntary termination, whether or not following a change of control, Ms. Miao is entitled to severance equal to one month’s base salary. The agreement contains a six-month post-termination non-solicitation covenant and is governed by the laws of the British Virgin Islands.
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Mr. Jie Yang. Mr. Yang’s employment agreement dated August 1, 2025 remained in effect upon his appointment as Chief Investment Officer. It was superseded by an employment agreement dated August 1, 2026, which our board of directors approved on September 1, 2026 on the recommendation of the Compensation Committee, with Mr. Yang abstaining. That agreement provides for a term from August 1, 2026 to July 31, 2027, renewed automatically for successive one-year periods unless either party gives 60 days’ notice; a base salary of US$30,000 per month, or US$360,000 per year; a monthly housing allowance of US$10,000 payable on a reimbursement basis; an annual bonus determined by the board of directors and/or the Compensation Committee together with a component governed by a standalone internal incentive scheme of one of our subsidiaries; eligibility for equity incentive arrangements; and severance equal to one month’s base salary. It is governed by the laws of the British Virgin Islands.
Mr. Kenny Sng Hoe Ann. We entered into an employment agreement with Mr. Sng dated July 1, 2025 for a term from July 1, 2025 to June 30, 2027, under which his compensation is paid by our operating subsidiary SuperX Singapore The agreement provides for a base salary of SG$30,000 per month and eligibility for a discretionary bonus. If Mr. Sng’s employment is terminated without cause or he resigns for good reason, he is entitled to a lump sum equal to 12 months’ base salary, or 18 months’ base salary if the termination occurs within 12 months after a change in control. Either party may terminate the agreement on two months’ notice or salary in lieu of notice. The agreement is governed by the laws of Singapore.
Former officers. Mr. Ken Lau (Lau King Che, Kenneth) entered into an employment agreement dated November 24, 2025 providing for a base salary of US$600,000 per year, equity valued at US$200,000 per year issued monthly under the 2025 Plan, severance equal to 12 months’ base salary and full vesting of his equity awards on an involuntary termination, and non-competition compensation equal to 50% of base salary, governed by the laws of Singapore. Mr. Lau resigned effective March 23, 2026. Mr. Frank Han entered into a director offer letter dated November 9, 2025 providing for compensation of US$20,000 per month and a one-year term, and an employment agreement dated November 10, 2025 with a term ending November 10, 2026 and severance equal to one month’s base salary. Mr. Han resigned effective May 6, 2026.
Director Offer Letters
We have entered into director offer letters with each of our independent directors. Under the offer letters with Mr. Roy Rong dated November 9, 2025, Mr. Wei Shao dated May 13, 2026, Mr. Shen Pao Hua Paul dated May 20, 2026 and Mr. Kazushige Nakahashi dated May 27, 2026, each director serves for a term of one year from his commencement date or until his successor is duly elected and qualified, and Mr. Rong, Mr. Shao and Mr. Shen receive monthly compensation of US$8,000, US$8,000 and US$3,000, respectively, and Mr. Nakahashi receives monthly compensation of US$3,000. The offer letters provide for coverage under our directors’ and officers’ liability insurance if available, confidentiality and non-solicitation obligations, and indemnification to the maximum extent permitted by applicable law except in cases of gross negligence or willful misconduct, with advancement of expenses, and are governed by the laws of Singapore with disputes resolved by arbitration under the rules of the Singapore International Arbitration Centre.
Indemnification of Directors and Executive Officers and Limitation of Liability
Our Amended Memorandum and Articles of Association provide that, subject to certain limitations, we indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:
| ● | is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or |
| ● | is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. |
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These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Amended Memorandum and Articles of Association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. In addition, the director offer letters with certain of our directors provide for indemnification to the maximum extent permitted by applicable law, except in cases of gross negligence or willful misconduct, and for advancement of expenses.
This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Compensation of Directors and Executive Officers
For the fiscal years ended June 30, 2026, 2025 and 2024, we paid an aggregate of US$2,336,472, US$474,904 and US$369,391, respectively, as cash compensation to our directors and executive officers. In addition, for the fiscal year ended June 30, 2026, we granted 834,000 share options and liability-classified share awards with a value of US$9,200,000. FY2026 share-based compensation to our directors and executive officers amounted to US$17,774,458 in respect of such awards.
Except for employer contributions to Singapore’s Central Provident Fund totaling S$2,720 (approximately US$2,121) for fiscal year 2026, we and our subsidiaries did not set aside or accrue any amounts for pension, retirement or similar benefits for our directors and executive officers.
2024 Equity Incentive Plan
On August 1, 2024, the Board of Directors of the Company approved and adopted the 2024 Plan, which became effective on August 1, 2024. The 2024 Plan provides up to 2,000,000 Ordinary Shares that may be issued pursuant to Awards granted under the 2024 Plan.
Purpose
The purpose of the 2024 Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Ordinary Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.
Type and Form of Awards
Awards shall mean individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under the 2024 Plan (“Awards”).
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Administration
The 2024 Plan shall be administered by, and all equity compensation Awards under the 2024 Plan shall be authorized by a committee of at least one person appointed by the Board of Directors of the Company (the “Committee”). Unless altered by an action of the Board, the Committee shall be the Compensation Committee of the Board. The acts of a majority of the Committee members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined, subject to the articles of association of the Company, based on the Committee’s charter as approved by the Board. The Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the 2024 Plan and its charter, to: (i) designate participants; (ii) determine the type or types of Awards to be granted to a participant; (iii) determine the number of Ordinary Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Ordinary Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Ordinary Shares, other securities, other Awards or other property and other amounts payable with respect to an award; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2024 Plan and any instrument or agreement relating to, or award granted under, the 2024 Plan; (viii) establish, amend, suspend, or waive any rules, conditions and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the 2024 Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2024 Plan.
Eligibility
Participation shall be limited to eligible persons who have entered into an award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the 2024 Plan.
Performance-Based Awards
The Committee shall have the authority, at the time of grant of any Awards, to designate such Awards as performance-based awards under Section 162(m) of the Internal Revenue Code of 1986. The Committee shall have the authority to make an award of a cash bonus to any participant and designate such Awards as performance-based awards intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986.
Transfer Restrictions
Except as specifically provided in the 2024 Plan:
| ● | all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; |
| ● | Awards shall be exercised only by the relevant participant during such participant’s lifetime, or, if permissible under applicable law, by such participant’s legal guardian or representative; and |
| ● | amounts payable or shares issuable pursuant to any Awards shall be delivered only to (or for the account of) the relevant participant. |
Amendment and Termination
The Board may amend, alter, suspend, discontinue, or terminate the 2024 Plan or any portion thereof at any time, provided, that:
| ● | no amendment to the definition of Eligible Employee in the 2024 Plan and no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the 2024 Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Ordinary Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Internal Revenue Code of 1986); and |
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| ● | any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any Awards theretofore granted shall not to that extent be effective without the prior written consent of the affected participant, holder or beneficiary. |
2025 Equity Incentive Plan
On July 15, 2025, the Board of Directors of the Company approved and adopted the 2025 Plan, which became effective on July 15, 2025. The 2025 Plan provides up to 4,000,000 Ordinary Shares, increased to 8,000,000 Ordinary Shares pursuant to resolutions of our board of directors passed in November 2025, that may be issued pursuant to Awards granted under the 2025 Plan.
Purpose
The purpose of the 2025 Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Ordinary Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.
Type and Form of Awards
Awards shall mean, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under the 2025 Plan (“Awards”).
Administration
The 2025 Plan shall be administered by, and all equity compensation Awards under the 2025 Plan shall be authorized by, a committee of at least one person appointed by the Board of Directors of the Company (the “Committee”). Unless altered by an action of the Board, the Committee shall be the Compensation Committee of the Board. The Committee shall have full authority to designate participants, determine the type and terms of Awards, set the number of Ordinary Shares covered by Awards, and interpret and administer the 2025 Plan. The Committee may also accelerate vesting, amend rules, settle disputes, and take other actions it deems necessary for the proper administration of the 2025 Plan.
Eligibility
Participation shall be limited to Eligible Persons (employees, directors, consultants, advisors and prospective employees or service providers) who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the 2025 Plan.
Performance-Based Awards
The Committee shall have the authority, at the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986. The Committee may also grant cash bonus awards as Performance Compensation Awards.
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Transfer Restrictions
Except as specifically provided in the 2025 Plan:
| ● | all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; |
| ● | Awards shall be exercised only by the relevant participant during such participant’s lifetime, or, if permissible under applicable law, by such participant’s legal guardian or representative; and |
| ● | amounts payable or shares issuable pursuant to any Awards shall be delivered only to (or for the account of) the relevant participant. |
Amendment and Termination
The Board may amend, alter, suspend, discontinue, or terminate the 2025 Plan or any portion thereof at any time, provided, that:
| ● | no amendment to the definition of Eligible Employee in the 2025 Plan and no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the 2025 Plan (including, without limitation, to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Ordinary Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Internal Revenue Code of 1986); and |
| ● | any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any Awards theretofore granted shall not, to that extent, be effective without the prior written consent of the affected participant, holder or beneficiary. |
Awards under our Equity Incentive Plans
As of June 30, 2026, options to purchase 3,211,500 Ordinary Shares, with a weighted average exercise price of US$11.14 per share, and restricted share units in respect of 391,383 Ordinary Shares were outstanding under the 2024 Plan and the 2025 Plan, and options to purchase 3,068,500 Ordinary Shares were vested and exercisable. During the fiscal year ended June 30, 2026, we granted options to purchase 3,976,000 Ordinary Shares and restricted share units in respect of 712,592 Ordinary Shares, options to purchase 417,000 Ordinary Shares were exercised, 710,176 Ordinary Shares were issued under the plans in respect of restricted share units and other share awards, and options to purchase 1,557,500 Ordinary Shares were forfeited or lapsed. In addition, equity awards with a fixed value of US$5,750,000 granted to Dr. Chenhong Huang under his employment agreement had not yet been issued as of June 30, 2026, and a liability of US$875,000 was recorded as of that date for awards that had vested but had not been issued.
During the fiscal year ended June 30, 2026, the Company granted 834,000 share options to its directors and executive officers with exercise prices ranging from $10.00 to $30.00 per option, carrying expiration dates from 2028 through 2035. Additionally, the Company granted liability-classified share awards to its directors and executive officers with an aggregate value of $9,200,000, scheduled to expire in 2028. Share-based compensation expense recognized in respect of our directors and executive officers for fiscal year 2026 was $17,774,458.
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Compensation Recovery Policy
On August 1, 2024, the Board adopted an Executive Compensation Recovery Policy (the “Clawback Policy”) providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act Rule 10D-1. The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. On June 1, 2026, our board of directors approved a revised Clawback Policy, which in addition to the recovery required by Rule 10D-1 under the Exchange Act and the Nasdaq listing rules permits the Compensation Committee to recover incentive-based compensation in the event of misconduct by a covered officer. A copy of the Clawback Policy, as revised, is filed herewith as Exhibit 97.1.
6.C. Board Practices
Board of Directors
Our board of directors consists of seven directors, comprising three executive directors, Dr. Chenhong Huang, Ms. Guili Miao and Mr. Jie Yang, and four independent directors, Mr. Roy Rong, Mr. Wei Shao, Mr. Shen Pao Hua Paul and Mr. Kazushige Nakahashi. Dr. Chenhong Huang is the Chairman of our board of directors and Mr. Wei Shao is our Lead Independent Director, who presides over the closed sessions of our independent directors, which are held at least twice a year. A director is not required to hold any shares in our company to qualify to serve as a director. Subject to the rules of the relevant stock exchange and disqualification by the chairman of the board of directors, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. Other than the employment agreements with Dr. Chenhong Huang, Ms. Guili Miao and Mr. Jie Yang, each of which provides for severance equal to one month’s base salary upon an involuntary termination, there are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment.
As a foreign private issuer, we are permitted to follow our home country corporate governance practices in lieu of certain corporate governance requirements of The Nasdaq Stock Market, in reliance on the exemption provided by Nasdaq Listing Rule 5615(a)(3). We rely on this exemption, and follow British Virgin Islands practice and our Amended Memorandum and Articles of Association, in lieu of the following Nasdaq requirements: the requirement of Nasdaq Listing Rule 5605(b)(1) that a majority of the board of directors be independent; the requirements of Nasdaq Listing Rules 5620(a) and 5620(b) to hold an annual meeting of shareholders and to solicit proxies for shareholder meetings; and the requirement of Nasdaq Listing Rule 5635 to obtain shareholder approval of certain issuances of securities, including under equity compensation arrangements and in private placements of 20% or more of the outstanding Ordinary Shares. See “Item 16G. Corporate Governance.”
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors. On June 1, 2026, our board of directors approved the establishment of an investment committee, which operates under the oversight of Mr. Jie Yang, our Chief Investment Officer, to review and approve our material capital expenditure and merger and acquisition proposals. Our board of directors has adopted a charter for the audit committee, the compensation committee, and the nominating and corporate governance committee. Each committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Mr. Shen Pao Hua Paul, Mr. Wei Shao and Mr. Kazushige Nakahashi. Mr. Shen Pao Hua Paul is the chairperson of our audit committee. We have determined that Mr. Shen Pao Hua Paul, Mr. Wei Shao and Mr. Kazushige Nakahashi satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Mr. Shen Pao Hua Paul qualifies as an audit committee financial expert within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our Company. The audit committee is responsible for, among other things:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
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| ● | discussing the annual audited financial statements with management and the independent auditors; |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
| ● | reviewing and approving all proposed related party transactions; |
| ● | meeting separately and periodically with management and the independent auditors; and |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Compensation Committee. Our compensation committee consists of Mr. Kazushige Nakahashi, Mr. Wei Shao and Mr. Shen Pao Hua Paul. Mr. Kazushige Nakahashi is the chairperson of our compensation committee. We have determined that Mr. Kazushige Nakahashi, Mr. Wei Shao and Mr. Shen Pao Hua Paul satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Section 5605(d)(2)(A) of the Nasdaq Listing Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:
| ● | reviewing and recommending to the board the total compensation package for our most senior executive officers; |
| ● | approving and overseeing the total compensation package for our executives other than the most senior executive officers; |
| ● | reviewing and recommending to the board with respect to the compensation of our directors; |
| ● | reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans; |
| ● | selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management. |
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee currently consists of Mr. Wei Shao, Mr. Shen Pao Hua Paul and Mr. Kazushige Nakahashi. Mr. Wei Shao is the chairperson of our nominating and corporate governance committee. We have determined that Mr. Wei Shao, Mr. Shen Pao Hua Paul and Mr. Kazushige Nakahashi satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy; |
| ● | reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us; |
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| ● | identifying and recommending to our board the directors to serve as members of committees; |
| ● | advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
During the fiscal year ended June 30, 2026, the composition of our board committees changed on May 13, May 20 and May 27, 2026 in connection with the resignations of Mr. Hong Man Herman Lee, Mr. Ho Chuen Shin and Ms. Yuet Yiu Charissa Miu and the appointments of Mr. Wei Shao, Mr. Shen Pao Hua Paul and Mr. Kazushige Nakahashi. On June 1, 2026, our board of directors approved revised charters for each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee and a revised delegation of authority policy.
Duties of Directors
Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking into account, without limitation, the nature of the Company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes our Amended Memorandum and Articles of Association or the BVI Act. In fulfilling their duty of care to us, our directors must ensure compliance with our Amended Memorandum and Articles of Association. We have the right to seek damages if a duty owed by our directors is breached.
The functions and powers of our board of directors include, among others:
| ● | appointing officers and determining the term of office of the officers; |
| ● | authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable; |
| ● | exercising the borrowing powers of the Company and mortgaging the property of the Company; |
| ● | executing checks, promissory notes and other negotiable instruments on behalf of the Company; and |
| ● | managing, directing or supervising the business and affairs of the Company. |
Terms of Directors and Officers
Our directors are appointed in accordance with our Amended Memorandum and Articles of Association and hold office for the term, if any, fixed by the resolution appointing them, or until their earlier death, resignation or removal. Each of our independent directors serves under a director offer letter for a term of one year from his commencement date, being November 11, 2025 for Mr. Roy Rong, May 13, 2026 for Mr. Wei Shao, May 20, 2026 for Mr. Shen Pao Hua Paul and May 27, 2026 for Mr. Kazushige Nakahashi, and thereafter until his successor is duly elected and qualified, so that their current terms expire on November 11, 2026, May 13, 2027, May 20, 2027 and May 27, 2027, respectively. Dr. Chenhong Huang’s employment agreement has an initial term from December 1, 2025 to November 30, 2028, and Mr. Jie Yang’s employment agreement has an initial term from August 1, 2026 to July 31, 2027, in each case subject to automatic renewal. Ms. Guili Miao’s employment agreement dated May 4, 2026 has an initial term of three years from May 27, 2026, also subject to automatic renewal.
All of our executive officers are appointed by and serve at the discretion of our board of directors.
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6.D. Employees
As of June 30, 2026, 2025 and 2024, we had 61, 40 and 24 employees, respectively. We enter into individual employment contracts with selected employees to cover matters including non-competition and confidentiality arrangements. We generally formulate our employees’ remuneration package to include salary and benefits. We provide our employees with social security benefits in accordance with all applicable regulations and internal policies. None of our employees are represented by labor unions. We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes.
The following sets forth the number of our employees by function as of June 30, 2026: Directors, 7; Management, 4; Operations, 32; and Finance, Administration and Human Resources, 18.
The following sets forth the number of our employees by location as of June 30, 2026: Singapore 22; Japan 7; the United States 3; and other locations 29.
6.E. Share Ownership
Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of October 29, 2026 by:
| ● | each of our directors and executive officers; and |
| ● | each person known to us to beneficially own 5% or more of our Ordinary Shares on an as-converted basis. |
The calculations in the table below are based on 46,238,011 Ordinary Shares issued and outstanding as of October 29, 2026. All of our shareholders who own our Ordinary Shares have the same voting rights. Except for Alpha Bridge I LP, whose Ordinary Shares are shown as registered in our register of members, the number of Ordinary Shares shown for each holder of 5% or more of our Ordinary Shares is the number reported in that holder’s most recent Schedule 13G or Schedule 13G/A filed with the SEC, as cited in the footnotes to the table, and may not reflect subsequent changes in its holdings; we have not independently verified the information in those filings. The percentage shown for each such holder is that number as a percentage of the 46,238,011 Ordinary Shares outstanding as of October 29, 2026 and may differ from the percentage reported in the filing.
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Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
| Ordinary Shares Beneficially Owned | ||||||||
| Number | % | |||||||
| Directors and Executive Officers(1): | ||||||||
| Dr. Chenhong Huang, Chairman, Chief Executive Officer and Executive Director (2) | 186,896 | 0.40 | ||||||
| Guili Miao, Deputy Chief Executive Officer, Chief Financial Officer and Executive Director (2) | 10,001 | 0.02 | ||||||
| Jie Yang, Chief Investment Officer and Executive Director (2) | 420,000 | 0.90 | ||||||
| Kenny Sng Hoe Ann, Chief Technology Officer (2) | 100,000 | 0.22 | ||||||
| Roy Rong, Independent Director | — | — | ||||||
| Wei Shao, Independent Director | — | — | ||||||
| Shen Pao Hua Paul, Independent Director | — | — | ||||||
| Kazushige Nakahashi, Independent Director | — | — | ||||||
| All Directors and Executive Officers as a Group (8 people) | 716,897 | 1.53 | ||||||
| Principal Shareholders holding 5% or more: | ||||||||
| Alpha Bridge I LP (3) | 3,300,000 | 7.14 | ||||||
| Mirae Asset Securities (HK) Limited (4) | 3,300,000 | 7.14 | ||||||
| Mercuria Holdings (Singapore) Pte. Ltd. (5) | 3,300,000 | 7.14 | ||||||
| Anatole Investment Management Limited (6) | 2,400,000 | 5.19 | ||||||
| (1) | Unless otherwise indicated, the business address of each of the individuals is 30 Pasir Panjang Road, #06-31, Mapletree Business City, Singapore 117440. |
| (2) | Based on the register of members maintained by our transfer agent, which showed 186,896 Ordinary Shares registered in the name of Dr. Huang as of October 29, 2026, including restricted shares issued under that agreement after the date of the Form 3. Based on the Form 3 filed by Ms. Miao with the SEC, which reported 10,001 Ordinary Shares. Based on the Form 3 filed by Mr. Yang with the SEC on April 14, 2026, which reported options to purchase 420,000 Ordinary Shares at an exercise price of US$15.00 per share, all of which were exercisable as of July 31, 2026 and expire between November 30, 2028 and July 31, 2029; Mr. Yang’s holding represents the Ordinary Shares issuable upon exercise of these options. Based on the Form 3 filed by Mr. Sng with the SEC, which reported 16,000 Ordinary Shares and options to purchase 84,000 Ordinary Shares at an exercise price of US$15.00 per share, all of which were exercisable as of July 31, 2026 and expire between October 31, 2028 and July 31, 2029. Each of Mr. Rong, Mr. Shao, Mr. Shen and Mr. Nakahashi reported in the Form 3 filed by him with the SEC that he beneficially owned no securities of the Company. |
| (3) | Represents 3,300,000 Ordinary Shares registered in the name of Alpha Bridge I LP in our register of members as of October 29, 2026. Alpha Bridge I LP is managed by PAG. Alpha Bridge I LP also holds warrants to purchase up to 1,100,000 Ordinary Shares, which are not included in the table. |
| (4) | Based solely on a Schedule 13G filed with the SEC on November 18, 2025 by Mirae Asset Securities (HK) Limited and Mirae Asset Securities Co., Ltd., reporting 3,300,000 Ordinary Shares. |
| (5) | Based solely on a Schedule 13G filed with the SEC on July 21, 2026 by Mercuria Holdings (Singapore) Pte. Ltd., reporting 3,300,000 Ordinary Shares. |
| (6) | Based solely on a Schedule 13G filed with the SEC on February 17, 2026 by Anatole Investment Management Limited, Anatole Holding Company and Mr. Xiaofan Yang, reporting 2,400,000 Ordinary Shares. |
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6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
Item 7. Major Shareholders and Related Party Transactions
7.A. Major Shareholders
See “Item 6. Directors, Senior Management and Employees - 6.E. Share Ownership.”
To our knowledge, other than as disclosed in the table in Item 6.E, no person beneficially owns 5% or more of our Ordinary Shares as of October 29, 2026.
The following significant changes in the percentage ownership held by our major shareholders have occurred during the past three years. The percentage ownership of OPS Holdings Limited, our largest shareholder at the time of our initial public offering, declined from approximately 68% as of November 7, 2024 to 28.03% as of October 31, 2025 and less than 5% as of June 30, 2026, as a result of the increase in our outstanding Ordinary Shares through the private placements, warrant and option exercises and acquisition consideration described in Item 4.A and, during the fiscal year ended June 30, 2026, disposals by it. Alpha Bridge I LP and Mirae Asset Securities (HK) Limited each acquired 3,300,000 Ordinary Shares in the October and November 2025 private placements described in Item 4.A, and Mirae Asset Securities (HK) Limited reported 3,300,000 Ordinary Shares in a Schedule 13G filed in November 2025. Anatole Investment Management Limited reported 2,400,000 Ordinary Shares in a Schedule 13G filed in February 2026. Mercuria Holdings (Singapore) Pte. Ltd. reported 3,300,000 Ordinary Shares in a Schedule 13G filed in July 2026, following the issuance of the convertible notes described in Item 4.A. These holdings represent the percentages of our outstanding Ordinary Shares shown in the table in Item 6.E. During the same period, RIME VALUE ORIENTED LPF, which reported 2,680,000 Ordinary Shares in a Schedule 13G filed in September 2025, reported 1,780,000 Ordinary Shares in a Schedule 13G/A filed in January 2026, and Yong Rong (HK) Asset Management Limited, which reported 2,470,000 Ordinary Shares in a Schedule 13G filed in September 2025, reported 2,139,556 Ordinary Shares in a Schedule 13G/A filed in March 2026; those last reported holdings represent approximately 3.8% and 4.6%, respectively, of the 46,238,011 Ordinary Shares outstanding as of October 29, 2026 and neither holder is included in the table in Item 6.E.
None of our major shareholders has voting rights different from other holders of our Ordinary Shares.
As of October 29, 2026, there were 19 holders of record of our Ordinary Shares, excluding Cede & Co., the nominee of The Depository Trust Company, which held 35,386,416 Ordinary Shares, or approximately 76.5% of our outstanding Ordinary Shares, on behalf of its participants. As of that date, approximately 76.9% of our outstanding Ordinary Shares were held by two record holders in the United States, including Cede & Co. The number of record holders in the United States is not representative of the number of beneficial holders or of where those beneficial holders are resident, since a substantial number of our Ordinary Shares are held of record by Cede & Co. as nominee for The Depository Trust Company.
To our knowledge, we are not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person. Although our annual reports for prior fiscal years described OPS Holdings Limited as our controlling shareholder, OPS Holdings Limited held less than 5% of our Ordinary Shares as of June 30, 2026, has no representative on our board of directors and does not control us. We are not aware of any arrangement the operation of which may at a subsequent date result in a change of control of our company.
7.B. Related Party Transactions
Terms of Directors and Officers
See “Item 6. Directors, Senior Management and Employees-6.C. Board Practices-Terms of Directors and Officers.”
Employment Agreements and Indemnification Agreements
See “Item 6.B. Compensation” under the captions “Employment Agreements,” “Director Offer Letters” and “Indemnification of Directors and Executive Officers and Limitation of Liability.”
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Other Related Party Transactions
Former interior design business (discontinued operations). The following transactions relate to our former interior design, fit-out and maintenance services business, which we sold on May 7, 2026 and present as discontinued operations, and are included for the periods required by Item 7.B. OPS HK rented office space from Sannogi Holdings Limited and Sannogi Engineering Consultants Limited for rental fees of $8,067 and $64,917, respectively, for the fiscal year ended June 30, 2026 (to the date of the disposal).
OPS HK provided management services to Kin On Engineering (International) Limited and received management fee income of nil for the fiscal year ended June 30, 2026 (to the date of the disposal).
Sale of OPS HK. On May 7, 2026, we completed the sale of OPS HK to Mr. Yip Sai Kit, Dicky, Mr. Chan Yuk Ki Francis and Mr. So Siu Lai, each a director of OPS HK, for consideration of $2,396,507, which was settled other than in cash through the purchasers’ assumption of an intercompany payable. See Item 4.A.
See “Item 6.B. Compensation” for a description of our employment agreements and director offer letters with Dr. Chenhong Huang, Ms. Guili Miao, Mr. Jie Yang, Mr. Kenny Sng Hoe Ann, Mr. Roy Rong, Mr. Wei Shao, Mr. Shen Pao Hua Paul and Mr. Kazushige Nakahashi and with our former directors and officers Mr. Ken Lau and Mr. Frank Han, and of share based awards granted to our directors and officers.
As of June 30, 2026 and 2025, amounts due from related parties were $22,362,213 and $77,720, respectively, and amounts due to related parties were $317,686 and $97,452, respectively. The amount due from related parties as of June 30, 2025 included $72,034 due from Rich Merchant Limited, a company controlled by Mr. Tang Ho Wai Howard, a former director, which was settled during the fiscal year ended June 30, 2026.
Joint ventures. As of June 30, 2026, amounts due to us from our joint ventures Apex AI, SuperX Global Services Pte. Ltd. and SuperX Digital Power Pte. Ltd. were $22,035,788, $211,351 and $105,402, respectively, representing advances for operational purposes (in the case of Apex AI, principally payments made on its behalf for inventory purchases) that are unsecured, interest-free and repayable on demand. During the fiscal year ended June 30, 2026, we sold AI servers and related IT equipment of $187,291 and property and equipment of $1,811 to SuperX Global Services Pte. Ltd., purchased direct business services of $61,470 from it and received management fee income of $83,719 from it, and we received management fee income of $100,340 from SuperX Digital Power Pte. Ltd. The aggregate amount outstanding from our joint ventures totaled $22,352,541, primarily attributable to Apex AI. The amount due from Apex AI would be eliminated upon its consolidation.
SuperX MicroInference. During the fiscal year ended June 30, 2026, we engaged Syncro9 Pte. Ltd., which is controlled by Mr. Varia Hiten Dwarkadas, a noncontrolling shareholder of SuperX MicroInference, to provide consulting services, for which we paid professional fees in cash of $1,700,000, and issued an aggregate of 168,316 Ordinary Shares. As of June 30, 2026, $3,986 was due from Mr. Dwarkadas, and $77,100 was due to Syncro9 Pte. Ltd.. In April 2026, we acquired an additional 24.5% interest in SuperX MicroInference from its noncontrolling shareholders upon the exercise of a put option. See “Item 4. Information on the Company - 4.A. History and Development of the Company - Developments During Fiscal Year 2026.”
Other. As of June 30, 2026, amounts due to directors of certain of our subsidiaries, representing advances for operational purposes that are unsecured, interest-free and repayable on demand, were $240,586 in aggregate, and amounts due from OPS Holdings Limited, a shareholder, and Alpha Generator Limited, a shareholder of OPS Holdings Limited, were $1,454 and $4,232, respectively.
7.C. Interests of Experts and Counsel
Not Applicable.
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Item 8. Financial Information
8.A. Consolidated Statements and Other Financial Information
Please refer to “Item 18. Financial Statements.”
Legal and Administrative Proceedings
We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. We are currently not a party to any pending material legal or administrative proceedings and are not aware of any events that are likely to lead to any such proceedings.
As of the date of this annual report, we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or operations.
Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention. For potential impact of legal or administrative proceedings on us, see “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Ordinary Shares - Volatility in our Ordinary Shares price may subject us to securities litigation.”
Dividend Policy
Other than interim dividends declared in 2022, before our initial public offering, we have never declared or paid any cash dividends on our Ordinary Shares. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.
Our board of directors has complete discretion on whether to distribute dividends, subject to applicable laws. Under British Virgin Islands law and our Amended Memorandum and Articles of Association, our board of directors may, by resolution, authorize a distribution at a time and in an amount it thinks fit only if it is satisfied, on reasonable grounds, that immediately after the distribution the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. Cash dividends on our Ordinary Shares, if any, will be paid in U.S. dollars.
Our subsidiaries in mainland China are subject to local foreign exchange control, statutory reserve and withholding tax rules on distributions. There are no foreign exchange controls in Singapore, Japan or the United States that restrict the payment of dividends by our subsidiaries to the Company, and in Japan cross border payments are subject to reporting under the Foreign Exchange and Foreign Trade Act. See “Item 3. Key Information” under the caption “Transfers of Cash between Our Company and Our Subsidiaries.”
8.B. Significant Changes
Except as disclosed in “Item 4.A. History and Development of the Company” under the caption “Recent Developments” and in “Note 27 to our consolidated financial statements” included in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
Item 9. The Offer and Listing
9.A. Offer and listing details
On June 2, 2025, our Ordinary Shares began trading on the Nasdaq Capital Market under the symbol “SUPX”. For our corporate name changes, see “Item 4. Information on the Company - 4.A. History and Development of the Company”.
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9.B. Plan of distribution
Not applicable for annual reports on Form 20-F.
9.C. Markets
Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “SUPX”.
9.D. Selling shareholders
Not applicable for annual reports on Form 20-F.
9.E. Dilution
Not applicable for annual reports on Form 20-F.
9.F. Expenses of the issue
Not applicable for annual reports on Form 20-F.
Item 10. Additional Information
10.A. Share capital
Not applicable for annual reports on Form 20-F.
10.B. Memorandum and articles of association
The following are summaries of the material provisions of our amended and restated memorandum and articles of association and the BVI Act, insofar as they relate to the material terms of our Ordinary Shares. Our amended and restated memorandum and articles of association were adopted by resolution of our directors on October 20, 2025 and registered by the Registrar of Corporate Affairs of the British Virgin Islands on October 22, 2025. They do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association, a copy of which is incorporated by reference as Exhibit 1.1 to this annual report. We are registered with the Registrar of Corporate Affairs of the British Virgin Islands under company number 2073647. Our memorandum of association provides that, subject to the BVI Act and any other British Virgin Islands legislation, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction.
Authorized Share Capital
Our authorized share capital consists of an unlimited number of Ordinary Shares of a single class with no par value. Our Ordinary Shares may be issued in one or more series as our board of directors may determine, and fractional shares may be issued. We may issue registered shares only and are not authorized to issue bearer shares.
General Meetings of Shareholders
Under our Amended Memorandum and Articles of Association, a copy of the notice of any meeting of shareholders shall be given not less than 7 days before the date of the proposed meeting to those persons whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the meeting. Our board of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of our outstanding voting shares. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders may be called on short notice if at least 90% of the shares entitled to vote on the matters to be considered at the meeting have waived notice of the meeting, and presence at the meeting shall be deemed to constitute waiver for this purpose.
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At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than 50 percent of the shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day, and if shareholders representing not less than one-third of the votes of the Ordinary Shares or each class of shares entitled to vote on the matters to be considered at the meeting are present within one hour of the start time of the adjourned meeting, a quorum will be present. If not, the meeting will be dissolved. No business may be transacted at any meeting of shareholders unless a quorum is present at the commencement of business. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders. If the chair of our board is not present then the members present shall choose a shareholder to act to chair the meeting of the shareholders. If the shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by proxy shall preside as chairman, failing which the oldest individual member or member representative shall take the chair.
A corporation that is a shareholder shall be deemed for the purpose of our Amended Memorandum and Articles of Association to be present in person if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.
Meetings of Directors
The business of our company is managed by the directors. Our directors are free to meet at such times and in such manner and places within or outside the British Virgin Islands as the directors determine to be necessary or desirable. A meeting of directors is duly constituted if, at its commencement, not less than one half of the total number of directors are present in person or by alternate, unless there are only two directors, in which case the quorum is two. A director must be given not less than three days’ notice of a meeting of directors, which may be waived. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all of the directors, without the need for notice.
Winding Up
Under the BVI Act and our Amended Memorandum and Articles of Association, we may appoint a voluntary liquidator by a resolution of the shareholders, provided that the directors have made a declaration of solvency that the Company is able to discharge its debts as they fall due and that the value of the Company’s assets exceed its liabilities.
Calls on Ordinary Shares and forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least 14 clear days prior to the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption of Ordinary Shares
Subject to the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our Amended Memorandum and Articles of Association and subject to any applicable requirements imposed from time to time by, the BVI Act, the SEC, the Nasdaq Capital Market, or by any recognized stock exchange on which our securities are listed.
Variations of Rights of Shares
If at any time, we are authorized to issue more than one class of shares, all or any of the rights attached to any class of shares may be amended only with the consent in writing of or by a resolution passed at a meeting of not less than 50 percent of the shares of the class to be affected.
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Changes in Capital
Subject to our Amended Memorandum and Articles of Association and the BVI Act, we may from time to time by resolution of our board of directors:
| ● | divide our shares, including authorized and issued shares and unissued shares, into a larger number of shares; |
| ● | combine our authorized and issued shares and unissued shares into a smaller number of shares; and |
| ● | create new classes of shares with preferences to be determined by resolution of the board of directors to amend our Amended Memorandum and Articles of Association to create new classes of shares with such preferences at the time of authorization. |
Inspection of Books and Records
Under the BVI Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs which will include the Company’s certificate of incorporation, its Memorandum and Articles of Association (with any amendments) and records of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges if the Company has elected to file such a register.
A member of the Company is also entitled, upon giving written notice to us, to inspect (i) our Amended Memorandum and Articles of Association, (ii) the register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member, and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our directors may, if they are satisfied that it would be contrary to the Company’s interests to allow a member to inspect any document, or part of a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts or records. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Amended Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Amended Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Issuance of additional Ordinary Shares
Our Amended Memorandum and Articles of Association authorizes our board of directors to issue additional Ordinary Shares at such times, to such persons, for such consideration and on such terms as our board of directors determines by resolution. Section 46 of the BVI Act, which confers pre-emptive rights on existing shareholders, does not apply to us.
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Dividends
Each Ordinary Share confers on its holder the right to an equal share in any dividend paid by us. Our board of directors may, by resolution, authorize a distribution at a time and in an amount it thinks fit if it is satisfied, on reasonable grounds, that immediately after the distribution the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. Distributions may be paid in money, shares or other property. No distribution bears interest against us, and no distribution is paid on Ordinary Shares held by us as treasury shares. Distributions unclaimed for three years after having been declared may be forfeited by resolution of our board of directors for our benefit.
Voting Rights
Each Ordinary Share confers on its holder the right to one vote at a meeting of shareholders or on any resolution of shareholders. A resolution of shareholders is passed by the affirmative vote of a majority in excess of 50% of the votes of the Ordinary Shares entitled to vote that are present at a duly constituted meeting and voted, or by the written consent of a majority in excess of 50% of the votes of the Ordinary Shares entitled to vote. Any action that may be taken by shareholders at a meeting may also be taken by written resolution without notice; if a written resolution is adopted other than by the unanimous consent of all shareholders, a copy must be sent to the shareholders who did not consent. Our Amended Memorandum and Articles of Association do not provide for cumulative voting.
Transfer of Ordinary Shares
Subject to our Amended Memorandum and Articles of Association, Ordinary Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. A transfer is effective when the name of the transferee is entered on our register of members. We must register a transfer on receipt of a compliant instrument of transfer unless our directors resolve to refuse or delay registration for reasons specified in the resolution, and our directors may not refuse or delay a transfer unless the shareholder has failed to pay an amount due in respect of the Ordinary Shares. Ordinary Shares listed on Nasdaq are held through The Depository Trust Company and are transferred in accordance with its procedures.
Purchase of Own Shares and Treasury Shares
We may, by resolution of our board of directors, purchase, redeem or otherwise acquire and hold our own Ordinary Shares, provided that the resolution authorizing the acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. Sections 60, 61 and 62 of the BVI Act, which prescribe the process for a company’s acquisition of its own shares, do not apply to us. Ordinary Shares that we acquire may be canceled or held as treasury shares, except that Ordinary Shares in excess of 50% of our issued Ordinary Shares must be canceled. All rights and obligations attaching to a treasury share are suspended while we hold it, and treasury shares may be transferred by us on such terms as our board of directors determines.
Appointment and Removal of Directors
Our directors are elected by resolution of shareholders or by resolution of directors. There is no maximum number of directors. Each director holds office for the term, if any, fixed by the resolution appointing him or her, or until his or her earlier death, resignation or removal, and if no term is fixed the director serves indefinitely until his or her earlier death, resignation or removal. Our directors may at any time appoint any person as a director to fill a vacancy or as an addition to the existing directors; a director appointed to fill a vacancy serves for no longer than the remaining term of the director who ceased to hold office. A director may be removed with or without cause by a resolution of shareholders passed at a meeting called for that purpose or by a written resolution passed by at least 75% of the votes of the shareholders entitled to vote, and may be removed with cause by a resolution of directors passed at a meeting called for that purpose. A director is not required to hold any Ordinary Shares to qualify for office. Our board of directors may fix the remuneration of directors by resolution.
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Anti-Takeover Provisions
Our Amended Memorandum and Articles of Association contain provisions that could have the effect of delaying or preventing a change in control of the Company. Our board of directors may issue Ordinary Shares, in one or more series and on such terms as it determines, without shareholder approval and without pre-emptive rights, since section 46 of the BVI Act does not apply to us; a large issuance could dilute the holdings of a shareholder seeking control. Our board of directors may fill vacancies and appoint additional directors without shareholder approval, and directors may be removed by shareholders only at a meeting or by a written resolution passed by at least 75% of the votes entitled to vote. Subject to limited exceptions, our Amended Memorandum and Articles of Association may be amended by resolution of directors as well as by resolution of shareholders; our directors may not, however, amend the provisions governing the rights of shares, the variation of class rights or the amendment procedure itself, or restrict the rights of shareholders to amend the Amended Memorandum and Articles of Association. Meetings of shareholders may be convened by any director, and shareholders holding 30% or more of the voting rights may require the directors to convene a meeting. Our Amended Memorandum and Articles of Association do not contain a classified board, supermajority voting requirements for business combinations or a shareholder rights plan.
10.C. Material contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company,” “Item 6. Directors, Senior Management and Employees,” “Item 7. Major Shareholders and Related Party Transactions” or elsewhere in this annual report, including the share purchase agreements relating to our acquisition of SuperX Industries and the related extension agreement, the lease agreement for our Japan Global Supply Center and its amendment, the subscription agreements for our private placements, the convertible note and warrant subscription agreement with Mercuria Holdings (Singapore) Pte. Ltd., the share subscription agreement relating to SuperX MicroInference, the joint venture agreements and the acting-in-concert agreements relating to Apex AI described in Item 4.A.
10.D. Exchange controls
There are no exchange control regulations or currency restrictions in the British Virgin Islands, Singapore, Hong Kong or the United States that restrict the payment of dividends, interest or other payments to holders of our Ordinary Shares or the conduct of our operations in those jurisdictions. In Japan, cross border payments and receipts are generally permitted under the Foreign Exchange and Foreign Trade Act, subject to reporting requirements for certain transactions. Our subsidiaries in mainland China are subject to local foreign exchange control rules.
10.E. Taxation
British Virgin Islands Taxation
The government of the British Virgin Islands does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or its shareholders who are not tax resident in the British Virgin Islands.
The Company and all distributions, interest and other amounts paid by the Company to persons who are not tax resident in the British Virgin Islands will not be subject to any income, withholding or capital gains taxes in the British Virgin Islands, with respect to the Ordinary Shares in the Company owned by them and dividends received on such shares, nor will they be subject to any estate or inheritance taxes in the British Virgin Islands.
No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not tax resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the Company.
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Except to the extent that we have any interest in real property in the British Virgin Islands, all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from the payment of stamp duty in the British Virgin Islands.
There are currently no withholding taxes or exchange control regulations in the British Virgin Islands applicable to the Company or its shareholders.
There is no income tax treaty or convention currently in effect between the United States and the British Virgin Islands.
Singapore Taxation
The following discussion is a summary of Singapore income tax, goods and services tax and stamp duty considerations relevant to the acquisition, ownership and disposition of our Ordinary Shares. The statements made herein regarding taxation are general in nature and based upon certain aspects of the current tax laws of Singapore and administrative guidelines issued by the relevant authorities in force as of the date hereof and are subject to any changes in such laws or administrative guidelines or the interpretation of such laws or guidelines occurring after such date, which changes could be made on a retrospective basis. The statements made herein do not purport to be a comprehensive or exhaustive description of all of the tax considerations that may be relevant to a decision to acquire, own or dispose of our Ordinary Shares and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules. Prospective shareholders are advised to consult their own tax advisers as to the Singapore or other tax consequences of the acquisition, ownership of or disposal of our Ordinary Shares, taking into account their own particular circumstances. It is emphasized that neither we, our counsels, nor any other persons involved in this annual report accept responsibility for any tax effects or liabilities resulting from the acquisition, holding or disposal of our Ordinary Shares.
Income Tax
Under the Singapore Income Tax Act, a company established outside Singapore but whose governing body, being the board of directors, usually exercises de facto control and management of its business in Singapore could be considered tax residents in Singapore. However, such control and management of the business should not be deemed to be in Singapore if physical board meetings are mainly conducted outside Singapore. Where board resolutions are passed in the form of written consent signed by the directors each acting in their own jurisdictions, or where the board meetings are held by teleconference or videoconference, it is possible that the place of de facto control and management will be considered to be where the majority of the board are located when they sign such consent or attend such conferences.
We are headquartered in Singapore, and our board meetings are generally held in hybrid form, with our directors participating principally by remote means from several jurisdictions. We believe that SuperX AI Technology Limited is not a Singapore tax resident for Singapore income tax purposes. However, the tax resident status of SuperX AI Technology Limited is subject to determination by the IRAS and uncertainties remain with respect to our tax residence status. It is not certain if SuperX AI Technology Limited will be classified as a Singapore tax resident. See “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Doing Business in Singapore” for a discussion of the Singapore tax consequences to non-resident investors if SuperX AI Technology Limited is deemed to be a Singapore tax resident. The statements below are based on the assumption that SuperX AI Technology Limited is not a tax resident in Singapore for Singapore income tax purposes.
SuperX Enterprise Pte. Ltd. (formerly known as Junee Technology Pte. Ltd.), one of our investment holding subsidiaries, incorporated in Singapore, is considered as Singapore tax resident for Singapore income tax purpose. SuperX Enterprise is an investment holding company with no operations. We believe that SuperX Enterprise had no income tax payable as a Singapore tax resident as of June 30, 2026. Our operating subsidiaries incorporated in Singapore, including SuperX Singapore and SuperX Industries, are Singapore tax residents and are subject to Singapore corporate income tax at 17% on chargeable income, with partial exemptions.
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Gains with Respect to Disposition of Our Ordinary Shares
Gains arising from disposition of our Ordinary Shares may be construed as income and subject to Singapore income tax if they arise from or are otherwise connected with a trade or business activity in Singapore. Factors that determine the existence of a trade include, inter alia, the length of ownership, the frequency of similar transactions, and the motive of acquisition.
Such gains may also be considered revenue in nature, even if they do not arise from an activity in the ordinary course of trade or business or an ordinary incident of some other business activity. For example, if our Ordinary Shares were purchased with the intention or purpose of making a profit by sale rather than holding for long-term investment purposes in Singapore. Conversely, gains from disposition of our Ordinary Shares in Singapore, if considered as capital gains rather than income by the Inland Revenue Authority of Singapore, are not taxable in Singapore to the extent that they do not fall within the ambit of Section 10L.
Under Section 10L of the Singapore Income Tax Act, effective January 1, 2024, foreign-sourced disposal gains received in Singapore by an entity of a relevant group from the sale or disposal of a foreign asset will be treated as income chargeable to tax under Section 10(1)(g) of the Singapore Income Tax Act. A group is a relevant group if the entities of the group are not all incorporated, registered or established in Singapore, or any entity of the group has a place of business outside Singapore. An entity in this context includes any legal person (but not an individual), a general or limited partnership, or a trust.
“Foreign sourced disposal gains” are gains derived from the sale of moveable or immoveable property situated outside Singapore. Such gains will only be subject to tax if they are received in Singapore by an entity that does not have adequate economic substance in Singapore and the sale or disposal of the foreign asset occurs on or after January 1, 2024. Foreign sourced disposal gains derived by foreign entities (incorporated, registered or established outside Singapore) that are not operating in or from Singapore will generally not be within the scope of Section 10L. For example, a foreign entity that only makes use of banking facilities in Singapore and has no operations in Singapore is not within the scope of Section 10L.
Investors should seek their own tax advice on the taxability of the gains arising from the disposition of our Ordinary Shares.
For corporate shareholders who are subject to Singapore income tax treatment under Section 34A or 34AA of the Singapore Income Tax Act in relation to the adoption of Singapore Financial Reporting Standard 39-Financial Instruments: Recognition and Measurement (FRS 39) or Singapore Financial Reporting Standard 109-Financial Instruments (FRS 109), for accounting purposes, they may be required to recognize gains or losses (not being gains or losses in the nature of capital) even though no sale or disposal of our Ordinary Shares has been made. Our corporate shareholders who may be subject to such provisions should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, ownership and disposition of our Ordinary Shares arising from the adoption of FRS 39 or FRS 109.
Notwithstanding the above, foreign investors may claim that the gains from disposition of their Ordinary Shares are not sourced or received in Singapore (so that such gains will not be subject to Singapore income tax) if (i) the foreign investor is not a tax resident in Singapore, (ii) the foreign investor does not maintain a permanent establishment in Singapore, to which the disposition gains may be effectively connected, and (iii) the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our Ordinary Shares is performed outside of Singapore.
Goods and Services Tax
The issuance of our Ordinary Shares is not subject to Singapore goods and services tax (GST).
The sale of our Ordinary Shares by a GST-registered investor in Singapore to another person belonging in Singapore is an exempt supply (i.e., not subject to GST). Any input GST (for example, GST on brokerage) incurred by the GST-registered investor in connection with the making of this exempt supply is generally not recoverable and will become an additional cost to the investor unless the investor satisfies certain conditions prescribed under the GST legislation or satisfies certain GST concessions.
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Where our Ordinary Shares are sold by a GST-registered investor in the course or furtherance of a business carried on by such an investor to a person belonging outside Singapore (and who is outside Singapore at the time of supply), the sale is a taxable supply subject to GST at a zero rate (i.e., 0%). Any input GST (for example, GST on brokerage) incurred by the GST-registered investor in making this zero-rated supply for the purpose of his business will, subject to the conditions prescribed under the GST legislation, be recoverable from the Comptroller of GST.
Investors should seek their own tax advice on the recoverability of GST incurred on expenses in connection with the purchase and sale of our Ordinary Shares.
Services such as brokerage and handling services rendered by a GST-registered person to an investor belonging in Singapore in connection with the investor’s purchase or sale of our Ordinary Shares will be subject to GST at the prevailing rate (currently at 9% with effect from January 1, 2024). Similar services rendered contractually to an investor belonging outside Singapore should, subject to certain conditions prescribed under the GST legislation, qualify for GST at zero rate (i.e. 0%).
Stamp Duty
No stamp duty is payable on the subscription and issuance of our Ordinary Shares. As SuperX AI Technology Limited is incorporated in the British Virgin Islands and our Ordinary Shares are not registered in any register kept in Singapore, no stamp duty is payable in Singapore on any instrument of transfer upon a sale or gift of our Ordinary Shares. This position would remain as long as SuperX AI Technology Limited is not considered a residential property-holding entity.
Material U.S. Federal Income Tax Considerations Applicable to U.S. Holders of Our Ordinary Shares
The following sets forth the material U.S. federal income tax considerations related to an investment in our Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Ordinary Shares and is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This description does not deal with all possible tax consequences relating to an investment in our Ordinary Shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local and other tax laws.
The following brief description applies only to U.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia; |
| ● | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
| ● | a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
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If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our Ordinary Shares.
We urge potential purchasers of our Ordinary Shares to consult their own tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of purchasing, owning and disposing of our Ordinary Shares.
The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:
| ● | banks; |
| ● | financial institutions; |
| ● | insurance companies; |
| ● | pension plans; |
| ● | cooperatives; |
| ● | regulated investment companies; |
| ● | real estate investment trusts; |
| ● | broker-dealers; |
| ● | traders that elect to use a mark-to-market method of accounting; |
| ● | U.S. expatriates; |
| ● | certain former U.S. citizens or long-term residents; |
| ● | tax-exempt entities (including private foundations); |
| ● | persons liable for alternative minimum tax; |
| ● | persons holding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction; |
| ● | persons that actually or constructively own 10% (by vote or value) or more of our voting shares (including by reason of owning our Ordinary Shares); |
| ● | persons who acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation; |
| ● | persons holding our Ordinary Shares through partnerships or other pass-through entities; |
| ● | governments or agencies or instrumentalities thereof; |
| ● | beneficiaries of a trust holding our Ordinary Shares; or |
| ● | persons holding our Ordinary Shares through a trust. |
all of whom may be subject to tax rules that differ significantly from those discussed below.
The discussion set forth below is addressed only to U.S. Holders that purchase our Ordinary Shares. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Ordinary Shares. This discussion does not address the tax consequences of the acquisition, ownership or disposition of our warrants or convertible notes, and holders of those securities should consult their own tax advisors.
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Passive Foreign Investment Company (PFIC) Considerations
A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the U.S. Internal Revenue Code, for any taxable year if either:
| ● | at least 75% of its gross income for such taxable year is passive income; or |
| ● | at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). |
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) cash, including the proceeds of our private placements and other financings, will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in our private placements) on any particular quarterly testing date for purposes of the asset test.
Based on the composition of our income and assets and the value of our assets, we do not believe that we were a PFIC for U.S. federal income tax purposes for the taxable years ended June 30, 2026, 2025 and 2024. We make a separate determination each year as to whether we are a PFIC. There can be no assurance with respect to our status as a PFIC for any future taxable year. Depending on any assets held for the production of passive income, it is possible that, for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Ordinary Shares and the amount of cash we can raise in any future offerings. Accordingly, fluctuations in the market price of the Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raised in our private placements and other financings and the cash we raise in any future offerings. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Ordinary Shares from time to time and the amount of cash we raise in any future offerings) that may not be within our control. If we are a PFIC for any year during which you hold Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” with respect to the Ordinary Shares.
Dividends
Subject to the PFIC rules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Our Ordinary Shares are listed on the Nasdaq Capital Market, and clause (1) above will be satisfied so long as our Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq Capital Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this annual report.
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Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”
To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as a capital gain under the rules described above.
Sale or Other Disposition
A U.S. Holder will generally recognize gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such Ordinary Shares. Such gain or loss will generally be capital gain or loss. Any such capital gain or loss will be long term if the Ordinary Shares have been held for more than one year. Non-corporate U.S. Holders (including individuals) generally will be subject to United States federal income tax on long-term capital gain at preferential rates. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder recognizes will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which could limit the availability of foreign tax credits. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the applicability of any tax treaty and the availability of the foreign tax credit under its particular circumstances.
Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, Ordinary Shares. Under the PFIC rules:
| ● | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares; |
| ● | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; and |
| ● | the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed deferred with respect to each such taxable year. |
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election with respect to such stock. If a U.S. Holder makes this election with respect to our Ordinary Shares, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of our Ordinary Shares and we cease to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.
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The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter, or regularly traded, on a qualified exchange or other market, as defined in applicable United States Treasury regulations. We expect our Ordinary Shares to be treated as marketable stock. We anticipate that our Ordinary Shares should keep qualifying as being regularly traded, but no assurances may be given in this regard.
Because a mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621. U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences of owning and disposing of our Ordinary Shares if we are or become a PFIC.
Information Reporting and Backup Withholding
Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the IRS and to U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes any other required certification, or that is otherwise exempt from backup withholding and establishes that exempt status. U.S. Holders that are required to establish their exempt status generally must provide a properly completed IRS Form W-9. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld by timely filing the appropriate claim for refund with the IRS.
Certain U.S. Holders who are individuals, and certain entities controlled by individuals, are required to report information relating to an interest in our Ordinary Shares, subject to exceptions, including an exception for Ordinary Shares held in an account maintained by a U.S. financial institution, by filing IRS Form 8938 with their U.S. federal income tax return. Failure to report the required information could result in substantial penalties. U.S. Holders should consult their tax advisors regarding their reporting obligations with respect to our Ordinary Shares.
10.F. Dividends and paying agents
Not applicable for annual reports on Form 20-F.
10.G. Statement by experts
Not applicable for annual reports on Form 20-F.
10.H. Documents on display
We are subject to the information requirements of the Exchange Act applicable to foreign private issuers. In accordance with these requirements, we file reports and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC. We also maintain a website at www.superx.sg. Information contained on, or that can be accessed through, our website is not incorporated by reference into this annual report. The documents concerning us that are referred to in this annual report may also be inspected at our principal executive offices at 30 Pasir Panjang Road, #06-31, Mapletree Business City, Singapore 117440.
10.I. Subsidiary Information
A list of our subsidiaries and joint ventures as of June 30, 2026 is filed as Exhibit 8.1 to this annual report.
10.J. Annual Report to Security Holders
Not applicable.
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Item 11. Quantitative and Qualitative Disclosures About Market Risk
Foreign Exchange Risk
Our reporting currency is the U.S. dollar. Our operating activities are transacted principally in U.S. dollars, Japanese yen and Singapore dollars and, to a lesser extent, in other currencies. SuperX AI Technology Limited, our parent company, has used the U.S. dollar as its functional currency since January 1, 2025, and our subsidiaries determine their functional currencies by reference to the primary economic environments in which they operate. We are exposed principally to fluctuations in the exchange rates of the Japanese yen and the Singapore dollar against the U.S. dollar in connection with our operations in Japan and Singapore. We did not have any foreign currency hedging instruments as of June 30, 2026 or 2025. The value of an investment in our Ordinary Shares, which are traded in U.S. dollars, will also be affected by exchange rates between the U.S. dollar and the currencies in which our subsidiaries conduct business.
To the extent we need to convert U.S. dollars into Japanese yen, Singapore dollars or other local currencies for our operations, appreciation of such currencies against the U.S. dollar would reduce the amount in such currencies we receive from the conversion. Conversely, if we decide to convert such currencies into U.S. dollars for the purpose of making payments for dividends on our Ordinary Shares, or for other business purposes, appreciation of the U.S. dollar against such currencies would reduce the U.S. dollar amounts available to us.
Interest Rate Risk
We are exposed to interest rate risk on our cash deposits and fixed deposits, and to fair value interest rate risk on our loans receivable and our fixed-rate other borrowings. We do not believe that our exposure to changes in interest rates was material as of June 30, 2026. We have not used any derivative financial instruments to manage our interest rate exposure.
On June 25, 2026, we entered into a convertible note and warrant subscription agreement for US$26,895,000 aggregate principal amount of senior unsecured convertible notes, which bear interest at the secured overnight financing rate on the agreement date (4.02163%) plus 2.2% per annum, an all-in fixed rate of approximately 6.22163% per annum, and mature 12 months after the closing date. The notes were issued in July 2026. Because the interest rate was fixed at signing, changes in market interest rates do not affect the interest payable on the notes. Our loans receivable bear interest at fixed rates.
Equity Price Risk
As of June 30, 2026, we held structured equity-linked notes with a fair value of $7,966,884, the returns and principal repayment of which are linked to the performance of underlying publicly traded equity securities, and investments in listed equity securities with a fair value of $440,592. These investments are measured at fair value, with changes in fair value recognized in our results of operations. A hypothetical 10% decrease in the fair value of these investments as of June 30, 2026 would have reduced their aggregate fair value by approximately $840,748.
Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and cash equivalents, accounts receivable, loans receivable and other receivables. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
We deposit our cash and cash equivalents with banks in the jurisdictions in which we and our subsidiaries operate. As of June 30, 2026 and 2025, our cash and cash equivalents were $98,936,510 and $17,000,813, respectively, and as of June 30, 2026, $97,387,352 of our cash and cash equivalents exceeded the applicable deposit insurance limits. We believe that no significant credit risk exists as these banks have high credit quality and we have not incurred any losses related to such deposits.
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For the credit risk related to accounts receivable, loans receivable and other receivables, we perform periodic credit evaluations of our customers’ and counterparties’ financial condition, generally do not require collateral and establish an allowance for credit losses under the current expected credit loss model in ASC 326. For the fiscal year ended June 30, 2026, we recognized credit loss expense of $9,157,815 on our loans receivable portfolio, including the seller loan acquired in the SuperX Industries acquisition. Under the acquisition agreements, the additional share consideration was linked to qualifying repayments by the seller of the loan owed to SuperX Industries. On March 10, 2026, SuperX Industries and the seller agreed to extend the repayment deadline of the remaining seller loan to March 9, 2027. The contractual collection periods for further contingent share consideration ended on March 12, 2026 and April 29, 2026. Reflecting this commercial connection, SuperX Industries and the seller agreed to a full and final settlement under the Loan Waiver and Settlement Agreement, approved by the board of directors of SuperX Industries on June 29, 2026 and effective the same day. Under that agreement, the seller relinquished any remaining rights and claims relating to contingent share consideration, and SuperX Industries waived the remaining loan principal and accrued interest. We wrote off $9,103,662 against the related allowance, and no balance under the settled seller loan remained receivable as of June 30, 2026. As of June 30, 2026, our other loans receivable, which consist of unsecured term loans to third parties bearing interest at fixed rates, had an aggregate principal amount of $14,536,175, related interest receivable of $532,182 and a carrying amount, net of an allowance of $53,946, of $15,014,411. Approximately $13,135,000 of these other loans was collected in September 2026, substantially reducing the outstanding loan exposure after year-end. We continue to monitor the credit risk of the uncollected balance. The allowance for accounts receivable was immaterial for all periods presented. See Notes 6 and 27 to our consolidated financial statements.
For the fiscal year ended June 30, 2026, 91.2% of our revenue was attributed to Japan, based on the location of the group company entering into the contract, and as of June 30, 2026, our long-lived assets were located principally in Singapore. We have a concentration of our revenue and accounts receivable with specific customers.
For the fiscal year ended June 30, 2026, one customer accounted for approximately 90.3% of our total revenue. For the fiscal year ended June 30, 2025, one customer accounted for all of our revenue. We did not record revenue from continuing operations for the fiscal year ended June 30, 2024.
As of June 30, 2026, three customers’ accounts receivable accounted for 32.5%, 31.1% and 28.4%, respectively, of our total accounts receivable, net. We did not record accounts receivable from continuing operations as of June 30, 2025.
For the fiscal year ended June 30, 2026, one supplier accounted for approximately 56.5% of our total purchases. For the fiscal year ended June 30, 2025, one supplier accounted for all of our purchases. We did not record purchases for continuing operations for the fiscal year ended June 30, 2024.
As of June 30, 2026, one supplier’s accounts payable accounted for 93.7% of our total accounts payable. We did not record accounts payable for continuing operations as of June 30, 2025.
Item 12. Description of Securities Other than Equity Securities
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
Not applicable. We do not have any American Depositary Shares, and our Ordinary Shares are listed directly on the Nasdaq Capital Market.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
We do not have any material defaults in the payment of principal, interest, or any installments under a sinking or purchase fund. There are no arrearages in the payment of dividends and no other material delinquencies with respect to any class of our securities.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
14.A. - 14.D. Material Modifications to the Rights of Security Holders
See “Item 10. Additional Information” for a description of the rights of shareholders.
14.E. Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File No. 333-266116), as amended, including the prospectus contained therein, which registered 2,000,000 Ordinary Shares and was declared effective by the SEC on April 1, 2024, for our initial public offering, which closed on April 19, 2024, at an initial offering price of US$4.00 per Ordinary Share. On June 3, 2024, we sold a further 263,068 Ordinary Shares at the same price upon the exercise of the underwriter’s over-allotment option, and the amounts below include those Ordinary Shares. Spartan Capital Securities, LLC was the sole book-running manager of the underwriters.
In connection with the issuance and distribution of the Ordinary Shares in our initial public offering, our total expenses were US$2,342,882, which included US$633,659 for underwriting discounts and commissions. None of the transaction expenses included direct or indirect payments to directors or officers of our company or their associates, persons owning 10% or more of our equity securities or our affiliates or others. We received aggregate net proceeds of US$6,709,390 from our initial public offering.
As of June 30, 2025, we had fully utilized the net proceeds received from our initial public offering, principally for working capital and general corporate purposes, which did not differ materially from the use of proceeds described in the prospectus.
We did not complete any registered offering of securities during the fiscal year ended June 30, 2026. The private placements of units and the convertible notes and warrants issued during and after the fiscal year were unregistered transactions, and the application of their proceeds is described in “Item 5. Operating and Financial Review and Prospects - 5.B. Liquidity and Capital Resources.”
Item 15. Controls and Procedures
Disclosure Controls and Procedures
Our management has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.
Based upon that evaluation, our management has concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective, as a result of the material weaknesses in our internal control over financial reporting described below.
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Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule 13a-15(c) of the Exchange Act, based on criteria established in the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of June 30, 2026.
In connection with the audit of our consolidated financial statements as of and for the fiscal year ended June 30, 2026, we and our independent registered public accounting firm identified the following material weaknesses, each of which had also been identified in connection with the audit of our consolidated financial statements for the fiscal year ended June 30, 2025 and had not been fully remediated as of June 30, 2026, in our internal control over financial reporting. As defined in the standards established by the Public Company Accounting Oversight Board of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; (3) our lack of segregation of duties in process of preparing and reviewing accounting entries; (4) our lack of proper procedures developed and implemented for system security and access as well as segregation of duties in relation to the system; (5) our lack of proper procedures developed for system development, program change management policies and critical change management control processes and procedures; and (6) our lack of proper procedures developed and implemented for IT policy and procedure as well as operating system security management control.
During the fiscal year ended June 30, 2026, we took the following measures to address the material weaknesses: (i) on May 27, 2026, we appointed our new Chief Financial Officer, who has approximately 20 years of experience in corporate finance, accounting and financial reporting; (ii) on June 1, 2026, our board of directors adopted revised charters for our audit, compensation and nominating and corporate governance committees, a delegation of authority policy, a disclosure committee charter and updated insider trading and compensation recovery policies; and (iii) we expanded our finance team, including the recruitment of additional accounting and financial reporting personnel. These measures were intended to strengthen financial reporting oversight and accountability as part of our remediation efforts. However, the material weaknesses described above had not been fully remediated as of June 30, 2026.
Following June 30, 2026, we continued our remediation efforts to strengthen our period-end closing and financial reporting processes. Implementation and evaluation of the related controls remain ongoing.
We are committed to continuing our remediation efforts and intend to strengthen our finance team’s resources and expertise in U.S. GAAP and SEC reporting, formalize accounting policies and financial reporting procedures, enhance segregation of duties and information technology general controls, and establish an internal audit function. The material weaknesses will not be considered remediated until the relevant controls have been designed and implemented and management has determined, through testing over a sufficient period, that they are operating effectively. We cannot assure you that these measures will be sufficient to remediate the material weaknesses or that additional material weaknesses will not be identified.
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Attestation report of the registered public accounting firm
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm because we are an emerging growth company and are exempt from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002. If we cease to qualify as an emerging growth company and become subject to the auditor attestation requirement under Section 404(b), our independent registered public accounting firm will be required to attest to, and report on, the effectiveness of our internal control over financial reporting and may issue an adverse opinion if our material weaknesses have not been remediated.
Changes in internal control over financial reporting
Other than the fiscal 2026 remediation measures described above, there were no changes in our internal control over financial reporting that occurred during the fiscal year ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Our audit committee consists of Mr. Shen Pao Hua Paul, Mr. Wei Shao and Mr. Kazushige Nakahashi. Mr. Shen Pao Hua Paul is the chairperson of our audit committee. We have determined that Mr. Shen Pao Hua Paul, Mr. Wei Shao and Mr. Kazushige Nakahashi satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. Our board of directors has also determined that Mr. Shen Pao Hua Paul qualifies as an audit committee financial expert within the meaning of Item 16A of Form 20-F.
Item 16B. Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers, employees and advisors. Copy of the Code of Business Conduct and Ethics is also available on our website at www.superx.sg.
On June 1, 2026, our board of directors approved a revised Code of Business Conduct and Ethics. The revision updated the code for the SEC and Nasdaq requirements applicable to foreign private issuers and for the compensation recovery rules, extended its scope expressly to our subsidiaries, joint ventures and affiliates, and identified the principal officers responsible for compliance at each entity. The revised code is filed herewith as Exhibit 11.1.
During the fiscal year ended June 30, 2026, we did not grant any waivers, including implicit waivers, from a provision of the Code of Business Conduct and Ethics to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Item 16C. Principal Accountant Fees and Services
KD & Co. (“KD”) audited our consolidated financial statements for the fiscal year ended June 30, 2025 and re-audited our consolidated financial statements for the fiscal year ended June 30, 2024. On July 21, 2026, our audit committee approved the dismissal of KD and the engagement of HTL International, LLC (“HTL”) as our independent registered public accounting firm. HTL was engaged to audit our consolidated financial statements as of and for the fiscal year ended June 30, 2026.
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Fees Paid to Independent Registered Public Accounting Firm
Auditor Fees
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by KD and HTL, our independent registered public accounting firms, for the periods indicated.
| Year Ended June 30, | ||||||||
| Services | 2025 | 2026 | ||||||
| US$ | US$ | |||||||
| Audit Fees(1) - KD & Co. | 100,000 | 60,000 | ||||||
| Audit Fees(1) - HTL International, LLC | - | 300,000 | ||||||
| Audit-Related Fees(2) | - | 0 | ||||||
| Tax Fees(3) | - | 0 | ||||||
| All Other Fees(4) | - | 0 | ||||||
| Total | 100,000 | 360,000 | ||||||
| (1) | Audit fees include the aggregate fees billed or to be billed for professional services rendered by our independent registered public accounting firms for the audit of our annual financial statements for each fiscal year and the review of our interim financial statements. |
| (2) | “Audit related fees” means the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under audit fees. |
| (3) | “Tax fees” means the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. |
| (4) | “All other fees” means the aggregate fees billed for products and services provided other than those described under audit fees, audit related fees and tax fees. |
The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm, including audit services and audit-related services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. All services provided by KD and HTL during the fiscal years ended June 30, 2026 and 2025 were pre-approved by our audit committee.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
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Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On November 26, 2025, our board of directors authorized the 2025 Repurchase Program, under which we may repurchase up to US$20 million of our Ordinary Shares over the following twelve months. Repurchases under the 2025 Repurchase Program may be made from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, in compliance with applicable securities laws, including Rule 10b-18 under the Exchange Act, or pursuant to Rule 10b5-1 trading plans. Our board of directors also approved a maximum repurchase price of US$16.00 per Ordinary Share.
The following table sets forth information regarding purchases of our Ordinary Shares made by us or on our behalf during the fiscal year ended June 30, 2026.
| Period | (a) Total number of Ordinary Shares purchased | (b) Average price paid per Ordinary Share (US$)(1) | (c) Total number of Ordinary Shares purchased as part of publicly announced plans or programs(2) | (d) Maximum approximate dollar value of Ordinary Shares that may yet be purchased under the plans or programs (US$) | ||||||||||||
| July 2025 | — | — | — | n/a | ||||||||||||
| August 2025 | — | — | — | n/a | ||||||||||||
| September 2025 | — | — | — | n/a | ||||||||||||
| October 2025 | — | — | — | n/a | ||||||||||||
| November 2025 | — | — | — | 20,000,000 | ||||||||||||
| December 2025 | — | — | — | 20,000,000 | ||||||||||||
| January 2026 | — | — | — | 20,000,000 | ||||||||||||
| February 2026 | — | — | — | 20,000,000 | ||||||||||||
| March 2026 | 954,089 | 9.46 | 954,089 | 11,015,255 | ||||||||||||
| April 2026 | 1,097,810 | 8.39 | 1,097,810 | 1,851,205 | ||||||||||||
| May 2026 | — | — | — | 1,851,205 | ||||||||||||
| June 2026 | — | — | — | 1,851,205 | ||||||||||||
| Total | 2,051,899 | 8.88 | 2,051,899 |
| (1) | Average price paid per Ordinary Share is presented on a gross basis, inclusive of transaction fees, commissions and related expenses. Transaction fees, commissions and related expenses of US$78,123 were incurred in connection with repurchases made during the fiscal year ended June 30, 2026. |
| (2) | All of the Ordinary Shares reported in column (a) were purchased under the 2025 Repurchase Program, which was publicly announced on November 26, 2025 and provided for repurchases of up to US$20 million of our Ordinary Shares over the following twelve months. We did not purchase any Ordinary Shares during the fiscal year ended June 30, 2026 otherwise than under the 2025 Repurchase Program. |
| (3) | Ordinary Shares repurchased under the 2025 Repurchase Program are held by us as treasury shares in accordance with the BVI Act and our Amended Memorandum and Articles of Association, and while so held carry no right to vote or to receive distributions and are included in our issued Ordinary Shares but excluded from our outstanding Ordinary Shares. |
On August 4, 2026, we completed the 2025 Repurchase Program, and on August 6, 2026, our board of directors authorized the 2026 Repurchase Program, under which we may repurchase up to US$20 million of our Ordinary Shares over the following twelve months. No purchases of our Ordinary Shares were made during the fiscal year ended June 30, 2026 by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act.
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Item 16F. Change in Registrant’s Certifying Accountant
During the fiscal years ended June 30, 2026 and 2025 and the subsequent interim period through July 21, 2026, there were no disagreements between us and KD on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of KD, would have caused KD to make reference to the subject matter of the disagreement in connection with its reports, and there were no reportable events as described in Item 16F(a)(1)(v) of Form 20-F.
We provided KD with a copy of the disclosures made under this Item 16F and requested that KD furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by us in this Item 16F. A copy of KD’s letter dated July 21, 2026 is filed as Exhibit 16.1 to this annual report.
Item 16G. Corporate Governance
As a company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the requirements of the Nasdaq Rule 5600 Series and certain other Nasdaq listing rules, provided that the foreign private issuer discloses in its annual report each requirement that it does not follow and describes the home country practice it follows in lieu of that requirement, and provides Nasdaq with a written statement from independent counsel in its home country certifying that those practices are not prohibited by the laws of its home country.
We rely on the home country practice exemption in Nasdaq Listing Rule 5615(a)(3) in respect of the following Nasdaq corporate governance requirements.
Majority independent board. Nasdaq Listing Rule 5605(b)(1) requires that a majority of the board of directors of a listed company be independent directors. British Virgin Islands law does not require that a majority of the board of directors of a British Virgin Islands business company be independent, and our Amended Memorandum and Articles of Association impose no such requirement. In lieu of Rule 5605(b)(1) we follow British Virgin Islands practice, under which the composition of our board of directors is determined in accordance with our Amended Memorandum and Articles of Association, and we are not required to maintain a board of directors comprising a majority of independent directors. As of the date of this annual report, our board of directors consists of seven directors, of whom four are independent directors within the meaning of Nasdaq Listing Rule 5605(a)(2).
Annual meeting of shareholders and solicitation of proxies. Nasdaq Listing Rule 5620(a) requires a listed company to hold an annual meeting of shareholders no later than one year after the end of its fiscal year, and Nasdaq Listing Rule 5620(b) requires the solicitation of proxies and the provision of proxy statements for all meetings of shareholders. British Virgin Islands law does not require a British Virgin Islands business company to hold an annual general meeting, and our Amended Memorandum and Articles of Association do not require one. Meetings of shareholders may be convened by our directors, and any action that may be taken by our shareholders at a meeting may instead be taken by written resolution. In lieu of Rules 5620(a) and 5620(b) we follow British Virgin Islands practice, and we did not hold an annual general meeting during the fiscal year ended June 30, 2026.
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Shareholder approval of certain issuances. Nasdaq Listing Rule 5635 requires shareholder approval prior to certain issuances of securities, including in connection with the acquisition of the stock or assets of another company (Rule 5635(a)), a change of control (Rule 5635(b)), the establishment of or a material amendment to an equity compensation arrangement (Rule 5635(c)) and a transaction other than a public offering involving the issuance of Ordinary Shares equal to 20% or more of the Ordinary Shares or voting power outstanding before the issuance at a price less than the Minimum Price as defined in that rule (Rule 5635(d)). British Virgin Islands law does not require shareholder approval for any of these matters, and our Amended Memorandum and Articles of Association authorize our directors to issue shares, and to adopt and amend equity compensation arrangements, without shareholder approval. In lieu of Rule 5635 we follow British Virgin Islands practice, and issuances of our Ordinary Shares and the adoption of and amendments to our equity incentive plans are approved by our board of directors without shareholder approval.
Notwithstanding our reliance on home country practice, we comply with the Nasdaq requirements from which a foreign private issuer is not exempt, namely the notification of noncompliance requirement in Nasdaq Listing Rule 5625, the voting rights requirement in Nasdaq Listing Rule 5640, the audit committee responsibilities and authority requirements in Nasdaq Listing Rule 5605(c)(3), the requirement in Nasdaq Listing Rule 5608 to adopt and comply with a compensation recovery policy, and the requirement in Nasdaq Listing Rule 5605(c)(2)(A)(ii) that each member of our audit committee meet the independence criteria of Rule 10A-3 under the Exchange Act. We have provided Nasdaq with a written statement from our British Virgin Islands counsel certifying that the practices described above are not prohibited by British Virgin Islands law.
Because we follow the home country practices described above in lieu of the corresponding Nasdaq corporate governance listing standards, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Ordinary Shares - As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our Ordinary Shares.”
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policies
We have
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Item 16K. Cybersecurity
As of the date of this annual report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are
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PART III
Item 17. Financial Statements
See “Item 18. Financial Statements.”
Item 18. Financial Statements
Our consolidated financial statements are included at the end of this annual report, beginning with page F-1.
Item 19. Exhibits
| Exhibit No. | Description of Exhibit | |
| 1.1 | Amended and Restated Memorandum and Articles of Association of SuperX AI Technology Limited (incorporated by reference to Exhibit 3.1 to our Current Report on Form 6-K, filed with the SEC on October 23, 2025). | |
| 2.1* | Description of Securities. | |
| 2.2 | Form of Warrant dated April 3, 2025 (incorporated by reference to exhibit 10.2 to our Current Report on Form 6-K, filed with the SEC on April 3, 2025). | |
| 2.3 | Form of Warrant dated June 2, 2025 (incorporated by reference to exhibit 10.2 to our Current Report on Form 6-K, filed with the SEC on June 2, 2025). | |
| 2.4 | Form of Warrant (incorporated by reference to exhibit 10.3 to our Current Report on Form 6-K, filed with the SEC on August 22, 2025). | |
| 2.5 | Form of Warrant (incorporated by reference to exhibit 10.2 to our Current Report on Form 6-K, filed with the SEC on September 10, 2025). | |
| 2.6 | Form of Warrant (incorporated by reference to exhibit 4.1 to our Current Report on Form 6-K, filed with the SEC on October 24, 2025). | |
| 2.7 | Form of Warrant (incorporated by reference to exhibit 4.1 to our Current Report on Form 6-K, filed with the SEC on October 24, 2025). | |
| 2.8 | Form of Purchaser’s Warrant issued under the private placement subscription agreements dated August 1, 2025 (incorporated by reference to exhibit 4.1 to our Current Report on Form 6-K, filed with the SEC on October 28, 2025). | |
| 2.9 | Form of Warrant issued under the private placement subscription agreements entered into between October 24 and 30, 2025 (incorporated by reference to exhibit 4.1 to our Current Report on Form 6-K, filed with the SEC on October 30, 2025). | |
| 2.10* | Form of Purchaser’s Warrant issued to Mercuria Holdings (Singapore) Pte. Ltd. under the Convertible Note and Warrant Subscription Agreement dated June 25, 2026. | |
| 4.1 | Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference to exhibit 10.1 to our Registration Statement on Form F-1, filed with the SEC on July 13, 2022, as amended (File No. 333-266116)). | |
| 4.2 | Form of Employment Agreement between the Registrant and its former Chief Executive Officer, Yee Man (Thomas) Law (incorporated by reference to exhibit 10.2 to our Registration Statement on Form F-1, filed with the SEC on July 13, 2022, as amended (File No. 333-266116)). |
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| 4.3 | Employment Agreement between the Registrant and Mr. Kenny Sng Hoe Ann dated July 1, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on July 8, 2025). | |
| 4.4 | Share Purchase Agreement dated March 12, 2025 relating to the acquisition of a 51% interest in MindEnergy AI Technology Pte. Ltd., now SuperX Industries Pte. Ltd. (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on March 12, 2025). | |
| 4.5 | Form of Private Placement Agreement dated April 3, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on April 3, 2025). | |
| 4.6 | 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to our Current Report on Form 6-K, filed with the SEC on August 5, 2024). | |
| 4.7 | Form of Private Placement Subscription Agreement dated June 2, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K filed with the SEC on June 2, 2025). | |
| 4.8 | 2025 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to our Current Report on Form 6-K, filed with the SEC on July 17, 2025). | |
| 4.9 | Form of Private Placement Subscription Agreement dated July 30, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on August 22, 2025). | |
| 4.10 | Form of Private Placement Subscription Agreement dated July 30, 2025 (incorporated by reference to exhibit 10.2 to our Current Report on Form 6-K, filed with the SEC on August 22, 2025). | |
| 4.11 | Form of Private Placement Subscription Agreement dated September 10, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on September 10, 2025). | |
| 4.12 | Lease Agreement, dated July 25, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on July 28, 2025). | |
| 4.13 | Form of Private Placement Subscription Agreement dated October 24, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on October 24, 2025). | |
| 4.14 | Form of Private Placement Subscription Agreement dated October 24, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on October 24, 2025). | |
| 4.15 | Form of Private Placement Subscription Agreement dated August 1, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on October 28, 2025). | |
| 4.16 | Form of Private Placement Subscription Agreement entered into between October 24 and 30, 2025 (incorporated by reference to exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on October 30, 2025). | |
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| 4.17 | Form of Private Placement Subscription Agreement dated November 11, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on December 16, 2025). | |
| 4.18 | Director Offer Letter between the Registrant and Mr. Roy Rong dated November 9, 2025 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 6-K, filed with the SEC on November 14, 2025). | |
| 4.19 | Director Offer Letter between the Registrant and Mr. Frank Han dated November 9, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on November 14, 2025). | |
| 4.20 | Employment Agreement between the Registrant and Mr. Frank Han dated November 10, 2025 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 6-K, filed with the SEC on November 14, 2025). | |
| 4.21 | Director Offer Letter between the Registrant and Dr. Chenhong Huang dated November 13, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on November 17, 2025). | |
| 4.22 | Employment Agreement between the Registrant and Dr. Chenhong Huang dated November 15, 2025 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 6-K, filed with the SEC on November 17, 2025). | |
| 4.23 | Addendum to Employment Agreement between the Registrant and Dr. Chenhong Huang dated November 28, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on November 28, 2025). | |
| 4.24 | Employment Agreement between the Registrant and Mr. Ken Lau dated November 24, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on November 25, 2025). | |
| 4.25 | Sale and Purchase Agreement dated May 4, 2026 among the Registrant, Mr. Yip Sai Kit, Dicky, Mr. Chan Yuk Ki Francis, Ms. So Siu Lai and OPS Interior Design Consultant Limited (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on May 8, 2026). | |
| 4.26 | Independent Director Offer Letter between the Registrant and Mr. Shen Pao Hua Paul dated May 20, 2026 (incorporated by reference to Exhibit 99.1 to our Current Report on Form 6-K, filed with the SEC on May 20, 2026). | |
| 4.27* | Employment Agreement between the Registrant and Ms. Guili Miao dated May 4, 2026. | |
| 4.28* | Independent Director Offer Letter between the Registrant and Mr. Kazushige Nakahashi dated May 27, 2026. | |
| 4.29* | Independent Director Offer Letter between the Registrant and Mr. Paul Pao Hua Shen dated May 20, 2026. | |
| 4.30* | Independent Director Offer Letter between the Registrant and Mr. Wei Shao dated May 13, 2026. | |
| 4.31 | Employment Agreement between the Registrant and Mr. Jie Yang dated August 1, 2026 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on September 8, 2026). | |
| 4.32* | Convertible Note and Warrant Subscription Agreement dated June 25, 2026 between the Registrant and Mercuria Holdings (Singapore) Pte. Ltd. | |
| 4.33* | Amendment to the 2025 Equity Incentive Plan increasing the number of Ordinary Shares reserved for issuance to 8,000,000. | |
| 4.34* | Extension Agreement dated March 10, 2026 between SuperX Industries Pte. Ltd. and Mr. Ma Chao, the seller under the Share Purchase Agreements dated September 4, 2024 and March 9, 2025, relating to the loans receivable owed by the seller. |
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| 4.35* | Loan Waiver and Settlement Agreement effective June 29, 2026 between SuperX Industries Pte. Ltd. and Mr. Ma Chao. | |
| 4.36* | Memorandum of Amendment dated January 28, 2026 to the Fixed-Term Building Lease Agreement dated July 25, 2025 among Taikoh Co., Ltd., SuperX Industries Pte. Ltd. and Taiho Co., Ltd. (English translation). | |
| 4.37 | Share Purchase Agreement dated April 29, 2025 between the Registrant (then known as Junee Limited) and Mr. Ma Chao relating to 49% of the shares of SuperX Industries Pte. Ltd. (formerly MindEnergy AI Technology Pte. Ltd.) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K, filed with the SEC on April 30, 2025). | |
| 4.38* | Share Subscription Agreement dated October 24, 2025 among SuperX AI Solution Limited, MicroInference Pte. Ltd. and the other parties thereto, including the put options granted thereunder. | |
| 4.39* | Shareholders Acting In Concert Agreement dated July 10, 2026 between SuperX (Beijing) Technology Co., Ltd. and Beijing Huasheng Xintai Data Technology Co., Ltd. | |
| 4.40* | Shareholders Acting In Concert Agreement dated September 11, 2026 between SuperX (Beijing) Technology Co., Ltd. and Beijing Tiancheng Changsheng Information Technology Co., Ltd. | |
| 8.1* | List of Subsidiaries and Joint Ventures. | |
| 11.1* | Code of Business Conduct and Ethics, as revised on February 26, 2026. | |
| 11.2* | Insider Trading Policies, as revised on February 26, 2026. | |
| 12.1* | Certification of Principal Executive Officer Required by Rule 13a-14(a). | |
| 12.2* | Certification of Principal Financial Officer Required by Rule 13a-14(a). | |
| 13.1** | Certification of Principal Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. | |
| 13.2** | Certification of Principal Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. | |
| 16.1 | Letter from KD & Co. to the Securities and Exchange Commission regarding the statements made under Item 16F of this annual report (incorporated by reference to Exhibit 16.2 to Our Current Report on Amendment No.1 to Form 6-K filed with the SEC on July 22, 2026). | |
| 97.1* | Compensation Recovery Policy, as revised on June 1, 2026. | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed with this annual report on Form 20-F |
| ** | Furnished with this annual report on Form 20-F |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| SuperX AI Technology Limited | |||
| By: | /s/ Chenhong Huang | ||
| Name: | Dr. Chenhong Huang | ||
| Title: | Chairman of the Board and Chief Executive Officer | ||
Date: October 29, 2026
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SUPERX AI TECHNOLOGY LIMITED (FORMERLY KNOWN AS SUPER X AI TECHNOLOGY
LIMITED AND JUNEE LIMITED) AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (2026) (HTL International, LLC, PCAOB ID: | F-2 |
| Report of Independent Registered Public Accounting Firm (2025 and 2024) (KD & Co., PCAOB ID: 7137) | F-3 |
| Consolidated Balance Sheets as of June 30, 2026 and 2025 | F-4 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended June 30, 2026, 2025 and 2024 | F-5 |
| Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2026, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2026, 2025 and 2024 | F-7 |
| Notes to Consolidated Financial Statements for the Years Ended June 30, 2026, 2025 and 2024 | F-8 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
SuperX AI Technology Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SuperX AI Technology Limited and its subsidiaries (the “Company”) as of June 30, 2026, and the related consolidated statements of operation and comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended June 30, 2026, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and the results of its operations and its cash flows for the year ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Retrospective Reclassification
We have also audited the reclassifications that were retrospectively applied to present the consolidated balance sheet as of June 30, 2025, and the consolidated statements of operations and comprehensive loss, and cash flows for each of the years in the two-year period ended June 30, 2025, and the related notes, to reflect the discontinued operation as described in Note 23 to the consolidated financial statements. In our opinion, such reclassifications are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the Company’s consolidated financial statements as of and for the two-year period ended June 30, 2025, other than with respect to these reclassifications and accordingly, we do not express an opinion or any other form of assurance on the consolidated financial statements for the years ended June 30, 2025 and 2024, taken as a whole.
| /s/ | |
| We have served as the Company’s auditor since 2026. | |
| October 29, 2026 |
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
SuperX AI Technology Limited
(formerly known as Super X AI Technology Limited and Junee Limited)
Opinion on the Financial Statements
We have audited, before the effects of the adjustments to retrospectively present discontinued operations described in Notes 2 and 23, the consolidated balance sheet of SuperX AI Technology Limited (formerly known as Super X AI Technology Limited and Junee Limited) and subsidiaries (collectively, the “Company”) as of June 30, 2025, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). The consolidated financial statements before the effects of those adjustments are not presented herein.
In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively present discontinued operations described in Notes 2 and 23, present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively present discontinued operations described in Notes 2 and 23 and, accordingly, we do not express an opinion or any other form of assurance on those adjustments. Those adjustments were audited by HTL International, LLC.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements before the effects of the adjustments described above, based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
KD & Co.
We began serving as the Company’s auditor in 2025. In 2026, we became the predecessor auditor.
Hong Kong, China
October 31, 2025
F-3
SuperX AI Technology Limited and Subsidiaries
Consolidated Balance Sheets
As of June 30, 2026 and 2025
(Expressed in U.S. Dollars, except for the number of shares)
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Amounts due from related parties | ||||||||
| Loans receivable, net, current | ||||||||
| Short-term investments | ||||||||
| Prepayments, deposits and other receivables, current | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Investments in equity securities | ||||||||
| Investments in equity method investees | ||||||||
| Loans receivable, net, non-current | ||||||||
| Prepayments and deposits, non-current | ||||||||
| Non-current assets of discontinued operations | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other payables | ||||||||
| Amounts due to related parties | ||||||||
| Contract liabilities, current | ||||||||
| Contingent consideration payable | ||||||||
| Other borrowings, current | ||||||||
| Income tax payable | ||||||||
| Operating lease liabilities, current | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Other borrowings, non-current | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Contract liabilities, non-current | ||||||||
| Deferred tax liabilities, net | ||||||||
| Non-current liabilities of discontinued operations | ||||||||
| Total liabilities | ||||||||
| Mezzanine equity | ||||||||
| Redeemable noncontrolling interests | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares, par value, number of ordinary shares authorized, | ||||||||
| Treasury stock, at cost, | ( | ) | ||||||
| Additional paid-in capital* | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Noncontrolling interests | ( | ) | ||||||
| Total equity | ||||||||
| Total liabilities, mezzanine equity and equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
SuperX AI Technology Limited and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
For the Years Ended June 30, 2026, 2025 and 2024
(Expressed in U.S. Dollars, except for the number of shares)
| For the Years Ended June 30, |
||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross (loss) profit | ( | ) | ||||||||||
| Operating expenses | ||||||||||||
| Selling and marketing expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Impairment of goodwill | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest income, net | ||||||||||||
| Other income | ||||||||||||
| Realized gains from disposal of investments in equity securities and short-term investments | ||||||||||||
| Unrealized gains/(losses) from fair value changes of investments in equity securities and short-term investments | ( | ) | ||||||||||
| Fair value changes of contingent consideration payable | ( | ) | ( | ) | ||||||||
| Gains on disposal of subsidiaries | ||||||||||||
| Share of results of equity method investees | ( | ) | ||||||||||
| Gains on termination of lease | ||||||||||||
| Losses on disposal of property and equipment | ( | ) | ||||||||||
| Total other (expense) income, net | ( | ) | ||||||||||
| Loss from continuing operations before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Income (loss) from discontinued operations, net of tax | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Less: | ||||||||||||
| Net loss attributable to noncontrolling interests | ||||||||||||
| Net loss attributable to SuperX AI Technology Limited | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Accretion of redeemable noncontrolling interests | ( | ) | ||||||||||
| Net loss attributable to ordinary shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Other comprehensive (loss) income | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ||||||||||
| Release of foreign currency translation reserve to net loss as a result of disposition | ||||||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Less: | ||||||||||||
| Total comprehensive loss attributable to noncontrolling interests | ||||||||||||
| Total comprehensive loss attributable to ordinary shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| (Loss) earnings per share | ||||||||||||
| Continuing operations - Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Discontinued operations - Basic and diluted | $ | $ | ( | ) | $ | |||||||
| Total – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Weighted average shares outstanding | ||||||||||||
| Basic and diluted | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SuperX AI Technology Limited and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended June 30, 2026, 2025 and 2024
(Expressed in U.S. Dollars, except for the number of shares)
| Ordinary Shares |
Treasury Stocks |
Additional Paid-in |
Accumulated | Accumulated Other Comprehensive |
Total Shareholders’ |
Noncontrolling | Total | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Loss) Income | Equity | Interests | Equity | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ |
| $ | $ | |||||||||||||||||||||||||||
| Net loss for the year | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares pursuant to the initial public offering (the “IPO”), net of offering cost | — | |||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net loss for the year | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares under 2024 equity incentive plan | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares under private placements | ||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants under private placements | — | — | ||||||||||||||||||||||||||||||||||||||
| Exercise of share options | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in connection with the acquisition of a subsidiary | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in connection with the acquisition of additional interest in a subsidiary | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Net loss for the year | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of ordinary shares under 2024 equity incentive plan and 2025 equity incentive plan | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares under private placements | ||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants under private placements | — | — | ||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Exercise of share options | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares upon settlement of contingent consideration payable | ||||||||||||||||||||||||||||||||||||||||
| Accretion of redeemable noncontrolling interests | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in connection with the acquisition of additional interest in a subsidiary | ||||||||||||||||||||||||||||||||||||||||
| Disposal of subsidiaries | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share repurchase | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
SuperX AI Technology Limited and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended June 30, 2026, 2025 and 2024
(Expressed in U.S. Dollars)
| For the Years Ended June 30, |
||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Less: | ||||||||||||
| (Income) loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Non-cash lease expenses | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Credit loss expense on loans receivable | ||||||||||||
| Realized gains from disposal of investments in equity securities and short-term investments | ( | ) | ||||||||||
| Unrealized (gains) losses from fair value changes of investments in equity securities and short-term investments | ( | ) | ||||||||||
| Fair value changes of contingent consideration payable | ||||||||||||
| Impairment of goodwill | ||||||||||||
| Share-based compensation | ||||||||||||
| Losses on disposal of property and equipment | ||||||||||||
| Gains on disposal of subsidiaries | ( | ) | ||||||||||
| Share of results of equity method investees | ||||||||||||
| Gain on termination of lease | ( | ) | ||||||||||
| Dividend income | ( | ) | ( | ) | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Prepayments, deposits and other receivables | ( | ) | ( | ) | ||||||||
| Inventory | ( | ) | ||||||||||
| Amounts due from related parties | ( | ) | ||||||||||
| Accounts payable | ||||||||||||
| Contract liabilities | ||||||||||||
| Income taxes payable | ||||||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||||||
| Accrued expenses and other payables | ( | ) | ||||||||||
| Net cash used in operating activities – continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) operating activities – discontinued operations | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||||||
| Purchases of intangible assets | ( | ) | ||||||||||
| Prepayments for the acquisition of property and equipment and land use rights | ( | ) | ( | ) | ||||||||
| Deposits paid for investments | ( | ) | ||||||||||
| Advances of loans receivable | ( | ) | ( | ) | ||||||||
| Repayment of loans receivable | ||||||||||||
| Acquisitions of equity method investees | ( | ) | ||||||||||
| Acquisition of a subsidiary | ||||||||||||
| Proceeds from disposal of subsidiaries | ||||||||||||
| Investments in equity securities and short-term investments | ( | ) | ( | ) | ||||||||
| Proceeds from disposal of investments in equity securities and short-term investments | ||||||||||||
| Proceeds from disposal of property and equipment | ||||||||||||
| Dividend income received | ||||||||||||
| Advances to related parties | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities – continuing operations | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities – discontinued operations | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of ordinary shares pursuant to IPO, net of issuance cost | ||||||||||||
| Payments of offering costs related to IPO | ( | ) | ||||||||||
| Proceeds from other borrowings | ||||||||||||
| Proceeds from the issuance of ordinary shares and warrants under private placements | ||||||||||||
| Proceeds from the exercise of share options | ||||||||||||
| Proceeds from the exercise of warrants | ||||||||||||
| Share repurchase | ( | ) | ||||||||||
| Acquisition of noncontrolling interest in a subsidiary | ( | ) | ||||||||||
| Repayments to related parties | ( | ) | ||||||||||
| Advances from related parties | ||||||||||||
| Net cash provided by financing activities – continuing operations | ||||||||||||
| Net cash (used in) provided by financing activities – discontinued operations | ( | ) | ( | ) | ||||||||
| Net cash provided by financing activities | ||||||||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||||||
| Net increase in cash | ||||||||||||
| Cash, beginning of year | ||||||||||||
| Cash, end of year | $ | $ | $ | |||||||||
| Cash, end of year | ||||||||||||
| Continuing operations | $ | $ | $ | |||||||||
| Discontinued operations | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Supplemental disclosure information: | ||||||||||||
| Continuing operations: | ||||||||||||
| Cash paid for interest | $ | $ | $ | |||||||||
| Cash paid for income tax | $ | $ | $ | |||||||||
| Discontinued operations: | ||||||||||||
| Cash paid for interest | $ | $ | $ | |||||||||
| Cash paid for income tax | $ | $ | $ | |||||||||
| Supplemental non-cash in investing and financing activities: | ||||||||||||
| Continuing operations: | ||||||||||||
| Operating lease right-of-use assets, obtained in exchange for operating lease obligations | $ | $ | $ | |||||||||
| Deferred IPO costs charged to share capital | $ | $ | $ | |||||||||
| Contingent consideration payable arisen from the acquisition of a subsidiary | $ | $ | $ | |||||||||
| Contingent consideration payable arisen from the acquisition of additional interest in a subsidiary | $ | $ | $ | |||||||||
| Settlement of contingent consideration payable through issuance of ordinary shares | $ | $ | $ | |||||||||
| Unpaid consideration for the acquisition of equity method investee | $ | $ | $ | |||||||||
| Purchase of property and equipment included in accrued expenses and other payables | $ | $ |
| $ |
| |||||||
| Discontinued operations: | ||||||||||||
| Assumption and set-off of intercompany payable for the disposal of a subsidiary | $ | $ | $ | |||||||||
| Operating lease right-of-use assets, obtained in exchange for operating lease obligations, related parties | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
1. Organization and Business Description
Organization and Nature of Operations
SuperX AI Technology Limited (the “Company”) is a limited liability company established under the laws of the British Virgin Islands on
The Company, through its subsidiaries, is a global AI infrastructure solutions provider. The Company’s products and services comprise high-performance AI servers and related IT equipment, related deployment and maintenance services, and AI cloud computing and AI model API services, together with AI data center solutions, including 800 volt direct current (800VDC) power and high-density liquid cooling solutions, which are offered through its joint ventures and remained under development as of June 30, 2026. During the year ended June 30, 2026, the Company has been in a strategic transition period, shifting its core business from a legacy Hong Kong interior fit-out services provider to a full-stack global AI infrastructure solutions provider and maintaining a dual-business structure while phasing out its legacy interior design business, which has been divested through the full disposal of OPS Interior Design Consultant Limited (“OPS HK”) on May 7, 2026.
The ordinary shares began trading on April 17, 2024 on the Nasdaq Capital Market and commenced trading under the ticker symbol “JUNE”, and the ticker symbol subsequently changed to “SUPX” on June 2, 2025.
F-8
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
1. Organization and Business Description (cont.)
As of June 30, 2026, the accompanying consolidated financial statements reflect the activities of the Company and the following entities:
| Subsidiaries | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||
| SuperX Investments International Limited (“SuperX Investments”) | ||||||||
| SuperX Enterprise Pte. Ltd. | ||||||||
| SuperX AI Company Limited | ||||||||
| SuperX AI Pte. Ltd. | ||||||||
| SuperX Industries Pte. Ltd. (“SuperX Industries”) | ||||||||
| Wuji Zhisuan (Shenzhen) Technology Co., Ltd. | ||||||||
| Jixing Zhisuan (Shanghai) Technology Co., Ltd. | ||||||||
| SuperX AI Solution Limited | ||||||||
| SuperX MicroInference Pte. Ltd. (formerly known as MicroInference Pte. Ltd.) (“SuperX MicroInference”) | ||||||||
| SuperX Industries Co., Ltd. (“SuperX Japan”) | ||||||||
| SuperX AI Technology USA | ||||||||
| SuperX Capital Limited | ||||||||
| SuperX AIHub Limited | ||||||||
| SuperX AIHub Pte. Ltd. | ||||||||
| SuperX Mena Limited | ||||||||
| SuperX Capital (Hong Kong) Limited | ||||||||
| SuperX Acquisition Holding Limited | ||||||||
| SuperX Acquisition Limited | ||||||||
| SuperMagik Limited | ||||||||
| SuperX AI Sdn. Bhd. | ||||||||
| SuperX Data Center LLC | ||||||||
| Apex AI (Beijing) Technology Co., Ltd. | ||||||||
| Abunda Pte. Ltd. | ||||||||
| Victara Pte. Ltd. | ||||||||
| SuperX AIHub (Thailand) Co., Ltd. |
F-9
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Discontinued Operations
When the Company has abandoned, or classified as held for sale, a business component that represents a strategic shift with a major effect on the Company’s operations and financial results, it classifies that business component as a discontinued operation and retrospectively presents discontinued operations for the comparable periods. The post-tax income or loss of discontinued operations is shown as a single line on the face of the consolidated statements of operations and comprehensive loss. The disposition of the discontinued operation would also result in a gain or loss upon final disposition.
On May 7, 2026, the Company completed the sale (the “Disposition”) of
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but are not limited to, the allowance for expected credit losses, the allocation of transaction prices to distinct performance obligations based on relative standalone selling prices, write-downs for inventory obsolescence and net realizable value, impairment testing of long-lived assets, the valuation allowance for deferred tax assets, incremental borrowing rates used in calculation of the operating lease right-of-use assets and operating lease liabilities, valuation of contingent consideration payable, valuation of investments in equity securities and short-term investments and valuation for share-based compensation. Actual results could differ from those estimates, and as such, differences could be material to the consolidated financial statements.
Functional Currency, Foreign Currency Translation and Transaction
Change in functional currency
Effective from January 1, 2025, the Company adopted the United States dollar (“US$” or “$”) as its functional currency. Prior to January 1, 2025, the functional currency of the Company was the Hong Kong dollar (“HK$”). The change in functional currency of the Company is due to the increased exposure to the US$, as the main purpose of the Company is to seek financing which is mainly denominated in US$. As a result, the Company determined that the functional currency of the Company changed from HK$ to US$. The change in functional currency was accounted for prospectively from January 1, 2025 in accordance with ASC 830, Foreign Currency Matters, and consolidated financial statements prior to and including the period ended December 31, 2024 were not restated for the change in functional currency. Management is of the opinion that the exposure arising from the change in functional currency is minimal as the HK$ is pegged to the US$.
The Company’s subsidiaries determined their functional currencies based on the criteria of ASC 830, Foreign Currency Matters. The Company uses the US$ as its reporting currency.
F-10
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the foreign currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s consolidated statements of operations and comprehensive loss.
The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements:
| June 30, 2026 | June 30, 2025 | June 30, 2024 | ||||
| Year-end spot rate | US$ | US$ | US$ | |||
| US$ | US$ | |||||
| US$ | US$ | |||||
| US$ | ||||||
| US$ | ||||||
| US$ | ||||||
| Average rate | US$ | US$ | US$ | |||
| US$ | US$ | |||||
| US$ | US$ | |||||
| US$ | ||||||
| US$ | ||||||
| US$ |
Fair Value of Financial Instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 — | Quoted prices in active markets for identical assets and liabilities. |
| Level 2 — | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3 — | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
F-11
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
The Company considers that the carrying amounts of its financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, net, amounts due from related parties, loans receivable, net, deposits and other receivables, accounts payable, amounts due to related parties, other borrowings and other payables, approximate their fair values as of June 30, 2026 and 2025 due to their short-term nature or market rates of interest.
The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of June 30, 2026 and 2025:
| As of June 30, 2026 | Fair value measurement | |||||||||||||||
| Quoted prices in active markets for identical assets and liabilities | Significant other observable inputs | Significant unobservable inputs | ||||||||||||||
| Assets: | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Equity investments with readily determinable fair value | $ | $ | $ | $ | ||||||||||||
| Structured equity-linked notes | ||||||||||||||||
| As of June 30, 2025 | Fair value measurement | |||||||||||||||
| Quoted prices in active markets for identical assets and liabilities | Significant other observable inputs | Significant unobservable inputs | ||||||||||||||
| Assets: | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Equity investments with readily determinable fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent consideration payable | $ | $ | $ | $ | ||||||||||||
F-12
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Cash and Cash Equivalents
Cash and cash equivalents primarily represent cash on hand, bank deposits and fixed deposits with original maturities of less than three months. The Company maintains bank accounts in Hong Kong, Singapore, Australia, the PRC, Japan, the United States and Malaysia. Cash balances in bank accounts in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of $
Accounts Receivable, net
Accounts receivable, net, are recognized and carried at original invoiced amount less an allowance for current expected credit losses (“CECL”).
Accounts receivable are recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional. The Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for CECL, which replaces the previous incurred loss impairment model. The Company has adopted the loss rate methodology to estimate historical losses on accounts receivable and the Company uses the aging schedule method in the current expected credit losses model (“CECL model”) to estimate the CECL. The Company’s estimation of allowance for CECL considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, in combination with assessing receivable collectability on an individual basis, and applying current situation adjustment. Accounts receivable balances are written off after all collection efforts have been exhausted. For the years ended June 30, 2026, 2025 and 2024, no allowance for CECL related to accounts receivable was recorded.
F-13
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Prepayments, Deposits and Other Receivables
Current prepayments represent advance payments made to service providers for future services and are short-term in nature. Non-current prepayments represent advance payments made to suppliers for the purchase of property and equipment and operating lease right-of-use assets. The Company initially recognizes prepayments for property and equipment and operating lease right-of-use assets when cash is advanced to the suppliers. Subsequently, the Company derecognizes and reclassifies the prepayments for property and equipment and operating lease right-of-use assets to property and equipment and operating lease right-of-use assets, respectively, when control over the property and equipment and operating lease right-of-use assets is transferred to and obtained by the Company. Prepayments are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the realizability of the prepayments becomes doubtful. For the years ended June 30, 2026, 2025 and 2024, there was no impairment recorded as the Company considers all of the prepayments fully realizable.
Deposits primarily include rental deposits and utility deposits. Other receivables primarily represent advances to third parties. Deposits and other receivables are subject to the measurement of CECL within the scope of ASC Topic 326.
Consumption Tax
Japanese consumption tax, including local consumption tax, is levied on taxable transactions at a standard rate of
Loans Receivable, net
Loans receivable, net consist of term loans to third parties. The term loans are recorded at amortized cost, net of allowances for CECL. The Company maintains an allowance for CECL to reserve for potentially uncollectible loans receivable. The Company measures interest income for all loans receivable using the interest method, which is based on the effective yield of the loans rather than the stated coupon rate. Loans receivable with collection periods of less than one year are included in loans receivable, net, current, and loans receivable with collection periods of more than one year are included in loans receivable, net, non-current, in the consolidated balance sheets.
Allowance for CECL
Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit losses methodology to measure impairments of certain financial assets. The Company applies this methodology to its financial assets measured at amortized cost, including accounts receivable, loans receivable, deposits and other receivables and amounts due from related parties, as described in the respective policies in this note.
Deferred IPO costs
Deferred IPO costs consist primarily of direct expenses paid to attorneys, consultants, underwriters, and other parties related to the Company’s IPO. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and are charged against the gross proceeds of the offering as a reduction of capital.
Inventories
Inventories, which primarily consist of AI servers and related IT equipment, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. The cost of inventory includes the actual purchase price of the equipment from suppliers plus directly attributable inbound freight and handling charges required to bring the inventory to its present location. The Company evaluates the carrying value of its inventory at each reporting date. If the net realizable value falls below the recorded cost due to obsolescence, damage, or declining market prices, the Company records a write-down as a charge to the cost of revenue. Once recorded, these write-downs are not reversed in future periods, establishing a new cost basis for the equipment.
F-14
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Lease
The Company accounts for its leases in accordance with FASB ASC Topic 842, Leases. The Company determines if an arrangement is or contains a lease at contract inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. The initial measurement of ROU assets also includes any qualifying initial direct costs incurred defined under ASC 842, and lease payments made at or before commencement, less any lease incentives received. All other pre-execution or negotiation costs are expensed as incurred.
Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current, and operating lease liabilities, non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
For operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheets. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. For the years ended June 30, 2026, 2025 and 2024, the Company did not have any impairment loss against its operating lease ROU assets.
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are provided for on a straight-line basis over the estimated useful lives of the related assets with no residual value.
| Furniture and fixtures | ||||
| Motor vehicles | ||||
| Machinery and electronic equipment | ||||
| Leasehold improvements |
F-15
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in other income (expense) in the consolidated statements of operations and comprehensive loss.
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets, such as property and equipment, finite-lived intangible assets and operating lease right-of-use assets, whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or asset group may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the asset group to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. For the years ended June 30, 2026, 2025 and 2024, no impairment of long-lived assets was recognized.
Investments in Equity Securities and Short-Term Investments
Investments in equity securities and short-term investments mainly comprise equity investments in publicly traded companies, privately-held companies and structured equity-linked notes.
Equity investments in publicly traded companies are reported at fair value as equity investment with readily determinable fair value. Realized and unrealized gains and losses from fair value changes for the years ended June 30, 2026, 2025 and 2024 are recognized in other income (expense) in the consolidated statements of operations and comprehensive loss.
Structured equity-linked notes consist of hybrid financial instruments (such as fixed coupon notes) whose return and principal repayment are tied to the performance of underlying equity securities. The Company has elected the fair value option under ASC 825 for these structured notes to mitigate accounting complexity. Accordingly, these notes are recorded at fair value at each reporting date based on observable market inputs, and all realized and unrealized gains and losses resulting from changes in fair value, as well as periodic coupon interest earned, are recognized in other income (expense), net in the consolidated statements of operations and comprehensive loss.
For investments in common stock issued by privately-held companies over which the Company does not have significant influence, as these equity securities do not have readily determinable fair values, the Company measures these equity investments at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer (referred to as the measurement alternative). All gains and losses on these equity securities without readily determinable fair value, realized and unrealized, are recognized in other income (expense) in the consolidated statements of operations and comprehensive loss.
F-16
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Management evaluates the investments in privately-held companies without readily determinable fair value for impairment periodically, or when events or circumstances indicate that the carrying amount may not be recoverable. For investments without readily determinable fair values, management performs a qualitative assessment of the fair value of the equity interest in comparison to its carrying amount to determine if there is an indication of potential impairment. If such indication exists, management estimates the fair value of the investment, and records an impairment in the consolidated statements of operations and comprehensive loss to the extent the carrying amount exceeds the fair value. Management applies significant judgments in the impairment assessment for these equity investments when: (i) determining as to whether any impairment indicators exist during the year; and (ii) estimating the impairment amount if an impairment exists. These judgments consider various factors and events including: a) significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investees; b) significant adverse change in the regulatory, economic, or technological environment of the investees; c) significant adverse change in the general market condition of either the geographical area or the industry in which the investees operate; d) bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment; e) factors that raise significant concerns about the investees’ ability to continue as a going concern; f) factors that raise significant concerns about the performance of new products and g) valuation methods and key estimates in the determination of the impairment amounts based on the severity and duration of the impairment indicator and the existence of any positive or mitigating factors.
Investments in equity method investees
The Company applies the equity method to account for equity investments in common stock or in-substance common stock, according to ASC 323 “Investments — Equity Method and Joint Ventures,” over which it has significant influence but does not own a controlling financial interest, unless the fair value option is elected for an investment.
An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Company considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock.
Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity method investees is recognized in “share of results of equity method investees” in the consolidated statements of operations and comprehensive loss and its share of post-acquisition movements in accumulated other comprehensive income is recognized in other comprehensive income. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity method investee generally represents goodwill and intangible assets acquired. When the Company’s share of losses of the equity method investee equals or exceeds its interest in the equity method investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity method investee.
The Company continually reviews its investments in equity method investees to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the severity and the length of time that the fair value of the investment is below its carrying value; the financial condition, the operating performance and the prospects of the equity method investee; the geographic region, market and industry in which the equity method investee operates; and other company specific information such as recent financing rounds completed by the equity method investee. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the investment in the equity method investee is written down to its fair value.
F-17
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Intangible assets
Intangible assets consist of a distribution license and an inventory system.
Finite-lived intangible assets consist of the Company’s inventory system. This asset is amortized using the straight-line method over its estimated useful life of three years. The Company reviews finite-lived intangible assets for impairment as part of its long-lived assets policy described above.
Indefinite-lived intangible assets consist of a distribution license acquired through an asset acquisition. This asset is not subject to amortization as there are no legal, regulatory, or contractual factors that limit its useful life. The Company evaluates indefinite-lived intangible assets for impairment on an annual basis as of June 30, or more frequently if events or changes in circumstances suggest that the fair value of the asset is below its carrying value.
The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If the Company concludes from this qualitative assessment that it is more likely than not that the asset is impaired, or if the Company elects to bypass the qualitative assessment, a quantitative impairment test is performed. The quantitative test compares the fair value of the asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss equal to the difference is recognized in the consolidated statements of operations.
Application of the indefinite-lived intangible asset impairment test requires significant management judgment to estimate fair value. These judgments include projecting future cash flows, determining appropriate discount rates, and making other market assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and the resulting impairment conclusions.
Accounts Payable
Accounts payable primarily represent amounts payable to suppliers for the purchase of inventories and materials.
Accrued Expenses and Other Payables
Accrued expenses and other payables primarily include accrued payroll and employee benefits expenses and accrued expenses for operations in the ordinary course of business.
Contingent Consideration Payable
The Company’s acquisition agreements included contingent consideration arrangements, which were based on the repayments of loans receivable from the seller within 365 days from the date of the respective acquisition agreements. For each transaction, the Company estimated the fair value of contingent consideration payable as part of the initial purchase price and recorded the estimated fair value of contingent consideration payable as a liability. The fair value of contingent consideration payable was remeasured at each reporting date based on changes to key inputs. Fair value changes of contingent consideration payable were recognized in other income (expense) in the consolidated statements of operations and comprehensive loss. See Note 13 for the subsequent settlement and conclusion of these arrangements.
F-18
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Other Borrowings
Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the consolidated statements of operations and comprehensive loss over the period of the borrowings using the effective interest method.
Contract liabilities
Contract liabilities primarily include advances received from customers related to unsatisfied performance obligations, which will be recognized as revenues upon the satisfaction of performance obligations through the transfer of the related promised goods or services to customers.
Revenue Recognition
The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| Step 1: | Identify the contract with the customer | |
| Step 2: | Identify the performance obligations in the contract | |
| Step 3: | Determine the transaction price | |
| Step 4: | Allocate the transaction price to the performance obligations in the contract | |
| Step 5: | Recognize revenue when the company satisfies a performance obligation. |
Sales of AI server and related IT equipment and related warranties and maintenance services
For contracts that contain multiple performance obligations (such as bundled sales of AI servers and related IT equipment and service-type maintenance agreements), the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices at which the Company sells those goods or services separately in stand-alone transactions.
The Company generally recognizes the revenue from the sales of AI server and related IT equipment on a gross basis as the Company has control of the products before they are delivered to the Company’s customers. In drawing this conclusion, the Company considered various factors, including latitude in establishing the sales price, discretion in the supplier selection and that the Company is normally the primary obligor in the Company’s sales arrangements.
Revenue from the sales of AI server and related IT equipment is recognized at a point in time when the Company’s customers obtain control of the AI server and related IT equipment, which is typically upon delivery of the promised goods to an agreed-upon delivery point. Shipping, handling and standard installation activities are performed concurrently upon delivery and are considered to be fulfillment activities rather than separate performance obligations. The Company consistently elects to treat these post-transfer activities as fulfillment costs across all contracts. The Company’s sales terms provide no right of return outside of a standard quality policy and returns have not been significant.
F-19
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
The Company evaluates its product warranties and maintenance commitments under ASC 606 to determine whether they represent assurance-type or service-type warranties.
| 1. | Assurance-Type Warranties: Standard limited warranties that ensure the products function as intended and comply with agreed-upon specifications at the time of sale are treated as assurance-type warranties. They do not represent separate performance obligations. In accordance with ASC 460 and ASC 450, the Company records an estimated liability for future warranty costs within cost of revenue at the time product revenue is recognized. Management evaluates its warranty exposure using forward-looking inputs, including the reliability records of the products and suppliers and the warranty coverage provided to the Company by its suppliers. As of June 30, 2026 and 2025, taking into account the quality standards of the equipment, management has assessed that any potential net liability to the Company is immaterial. Consequently, no material warranty liabilities were recorded for standard assurance-type claims in the consolidated financial statements. |
| 2. | Service-Type Warranties and Maintenance Services: When the Company provides a contractually guaranteed service timeline (such as rapid standby response time), ongoing provision of firmware, internal operating system support and driver patch update management over an extended duration, the arrangement represents a service-type warranty. Service-type warranties are treated as distinct performance obligations. The revenue allocated to these agreements is deferred on the balance sheet as a contract liability upon receiving upfront payment and recognized over time on a straight-line basis over the contractually mandated service term as the performance obligation is satisfied. |
As of June 30, 2026, the aggregate transaction price allocated to remaining unfulfilled performance obligations under long-term service-type warranties and maintenance agreements was $
Provision of cloud computing and AI model API services
The Company generally recognizes the revenue from the provision of cloud computing and AI model API services on a gross basis as the Company acts as the principal service provider and has control over the service scope, pricing, and technical architecture before the services are delivered to the Company’s customers. Revenue from the provision of cloud computing and AI model API services is recognized over time as the Company’s customers simultaneously receive and consume the benefits provided by the Company’s performance and measured by actual usage. Contractual arrangements typically feature usage-based pricing subject to a contractually mandated monthly minimum consumption commitment. For contracts containing tiered discount thresholds, variable consideration is estimated and recognized based on expected usage, and applicable discounts or volume rebates reduce revenue for the related services when recognized, with estimates updated at each period end.
Routine account provisioning, technical support, and value-added configuration services are considered to be fulfillment activities integrated within the core service delivery ecosystem and are not, therefore, considered to be separate performance obligations. Refundable security deposits received from customers are recorded as deposits received included in other payables. Upfront advances or prepayments received from customers for future service consumption are recorded as contract liabilities and recognized as revenue when the performance obligations are satisfied.
Design and fit-out services for discontinued operations
The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have the agreements with its customers in writing, orally, or in accordance with other customary business practices. The Company recognizes revenue based on the consideration specified in the applicable agreement.
The contracts which the Company enters into with the clients are fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that the Company meets the contract requirements. However, since the customer does not have the option to purchase the warranty separately and there are no additional services to the customer during the retention period but to ensure all goods and services meet the criteria as specified in the contract, such warranty shall not be accounted for as a separate performance obligation. The Company historically incurred minimal costs during the retention period; accordingly, the Company did not expect any significant liability to be incurred and no provision was made. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers and the transfer of promised services to the customers will be less than one year.
F-20
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
The Company identifies the delivery of design and fit-out services to the customer to be the performance obligation in the contract. Since the Company has concluded that the promises to be delivered on the contract would be one single performance obligation, no allocation of the transaction price is required and expected. As a professional interior design and fit-out service provider, the Company recognizes revenue based on the Company’s effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the Company’s right to bill the customer as costs are incurred.
The Company’s contract with the customer has payment terms specified based upon certain conditions completed. The Company generally requires an initial payment from the customer upon signing of the contract prior to the commencement of the project, which usually represents approximately
The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance obligation in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered. In situations where the estimated costs to perform exceed the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known.
The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.
The Company recognizes claims against vendors, sub-consultants, subcontractors and others as a reduction in costs when the contract establishes enforceability, and the amounts of recovery are reasonably estimable and probable. Reductions in costs are recognized at the lesser of the amount management expects to recover or costs incurred.
Cost of Revenue
Cost of revenue consists primarily of expenses directly related to the procurement and assembly of AI servers and related IT equipment and the direct business service fees. The Company capitalizes the purchase price of components from suppliers and associated inbound freight charges into the asset value of inventory. The costs directly utilized in production facilities and the business service fees are recognized within cost of revenue as incurred based on normal operating capacity. Capitalized product inventory costs are recognized as cost of revenue on the consolidated statements of operations and comprehensive loss at the point in time when control of the finished goods transfers to the customer, typically upon delivery. Shipping, handling, and other direct fulfillment expenses incurred are classified as fulfillment costs under ASC 606 and recognized within cost of revenue in the same period as the corresponding revenue. Inventory write-downs or provisions for obsolescence are charged directly to cost of revenue in accordance with ASC 330. Cost of service revenue consists of business service fees, which are recognized within cost of revenue as incurred as the services are rendered.
F-21
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Borrowing Costs
All borrowing costs are recognized in interest expense in the consolidated statements of operations and comprehensive loss in the period in which they are incurred.
Advertising Costs
The Company expenses advertising costs as incurred, and such costs are included in selling and marketing expenses. Advertising costs for the years ended June 30, 2026, 2025 and 2024 totaled $
Employee Benefit Plan
Employees of the Company located in Hong Kong, Singapore, Japan and the PRC participate in a compulsory saving scheme (pension fund) for the retirement of residents in Hong Kong, Singapore, Japan and the PRC. Employees are required to contribute monthly to fund schemes provided by approved private or governmental organizations, according to their salaries and the period of employment. The Company is required to contribute to the plan based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government.
Share-based compensation
Share-based awards granted are measured at fair value on grant date and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the straight-line attribution method over the requisite service period. The fair values of restricted stock units (“RSUs”) and restricted shares are determined with reference to the fair value of the underlying shares and the fair value of share options is generally determined using the binomial option pricing model. The Company accounts for forfeitures of unvested awards as they occur. Accordingly, when an employee terminates service prior to the vesting date, any previously recognized share-based compensation expense associated with the unvested portion of the award is fully reversed in the period of termination. Share-based compensation expense, when recognized, is charged to the consolidated statements of operations and comprehensive loss with the corresponding credit to share capital for the RSUs and additional paid-in capital for the share options to the extent that such awards are to be settled only in stock.
On each measurement date, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including the fair value of the underlying shares, expected life and expected volatility.
Share-based compensation with cash settlement features is classified as liability awards recorded in accrued expenses and other payables in the consolidated balance sheets. The percentage of the fair value that is accrued as compensation cost at the end of each period is based on the percentage of the requisite service that has been rendered at that date. Changes in the fair value of liability-classified awards that occur during the requisite service period are recognized as compensation cost under general and administrative expenses in the consolidated statements of operations and comprehensive loss over that period.
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
F-22
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This guidance also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
The Company believes there were no uncertain tax positions as of June 30, 2026 and 2025, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. The Company is not currently under examination by an income tax authority, nor has it been notified that an examination is contemplated.
Loss Per Share
The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Accretion of the redeemable noncontrolling interests is deducted from the net loss to arrive at net loss attributable to the Company’s ordinary shareholders. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of June 30, 2026, potentially dilutive securities (including share options, warrants and restricted share units (June 30, 2025: share options, warrants and restricted share units); see Notes 18 and 19) were excluded from the computation of diluted EPS because their inclusion would be anti-dilutive due to the net loss for the periods. As a result, basic and diluted EPS are the same for the years ended June 30, 2026 and 2025. As of June 30, 2024, there were no potentially dilutive securities outstanding.
Comprehensive Loss
Comprehensive loss consists of two components, net loss and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income consists of foreign currency translation adjustments resulting from the Company translating its financial statements from functional currency into reporting currency.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
F-23
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Business combination
The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded as gain or loss on the consolidated statements of operations and comprehensive loss.
In a business combination achieved in stages, the Company re-measures the previously held equity interests in the acquiree when obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated statements of operations and comprehensive loss.
Noncontrolling interests acquired through a business combination are recognized at fair value at the acquisition date, which is estimated with reference to the purchase price per share as of the acquisition date.
When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained noncontrolling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.
Asset acquisition
When the Company acquires other entities, if the assets acquired and liabilities assumed do not constitute a business, the transaction is accounted for as an asset acquisition. Assets are recognized based on their cost, which generally includes the transaction costs of the asset acquisition. The cost of a group of assets acquired in an asset acquisition is allocated to the individual identifiable assets acquired or liabilities assumed based on their relative fair values and does not give rise to goodwill.
Noncontrolling interests
For the Company’s non-wholly owned subsidiaries, noncontrolling interests are recognized to reflect the portion of the equity, which is not attributable, directly or indirectly, to the Company as the controlling shareholder. When the noncontrolling interest is contingently redeemable upon the occurrence of a conditional event, which is not solely within the control of the Company, the noncontrolling interest is classified as mezzanine equity. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying amount of the redeemable noncontrolling interests to equal the redemption value at the end of each reporting period. The accretions are recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges are recorded by increasing the accumulated deficit. Consolidated net loss in the consolidated statements of operations and comprehensive loss includes net loss attributable to noncontrolling interests and mezzanine equity holders when applicable.
F-24
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Net loss and total comprehensive loss attributable to mezzanine equity holders are included in net loss and total comprehensive loss attributable to noncontrolling interests in the consolidated statements of operations and comprehensive loss, while it is excluded from the consolidated statements of changes in shareholders’ equity. During the years ended June 30, 2026, 2025 and 2024, net loss attributable to mezzanine equity holders amounted to $
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.
Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of June 30, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, issued by the Financial Accounting Standards Board (“FASB”), the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, as a result of its qualitative assessment, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss equal to the difference between the fair value of the reporting unit and its carrying amount will be recorded.
Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.
Significant Risks
Currency Risk
The Company’s operating activities are transacted in US$, HK$, RMB, JPY and SG$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers that the foreign exchange risk in relation to transactions denominated in HK$ with respect to the US$ is not significant as the HK$ is pegged to the US$. However, the Company is exposed to market-driven foreign exchange volatility arising from its operations in the PRC, Japan and Singapore, which are denominated in RMB, JPY and SG$, respectively. The Company does not currently enter into any derivative financial instruments or hedging arrangements to mitigate these specific foreign currency exposures. Management monitors foreign exchange rates closely across all active operating jurisdictions and will consider implementing formal hedging strategies should such risks materially impact the Company’s liquidity.
In the PRC, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Company in the PRC must be processed through the PBOC or other PRC foreign exchange regulatory bodies and require certain supporting documentation in order to effect the remittance. If the foreign exchange control system prevents the Company from obtaining sufficient foreign currencies to satisfy its currency demands, the Company may not be able to pay dividends in foreign currencies and the Company’s ability to fund its business activities that are conducted in foreign currencies could be adversely affected.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and cash equivalents, accounts receivable, loans receivable and other receivables. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
F-25
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
The Company deposits its cash and cash equivalents with reputable banks located in Hong Kong, Singapore, Australia, the PRC, Japan, the United States and Malaysia. As of June 30, 2026 and 2025, $
For the credit risk related to accounts receivable, loans receivable and other receivables, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The Company performs periodic credit evaluations of its customers’ and counterparties’ financial condition and generally does not require collateral. The Company establishes an allowance for CECL based upon estimates, factors surrounding the credit risk of specific customers and counterparties and other information. The allowance amounts for the accounts receivable were immaterial for all periods presented. Management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk to accounts receivable. During the year ended June 30, 2026, management conducted a comprehensive credit risk and forward-looking economic assessment of the loan receivable portfolio and recognized credit loss expense on loans receivable of $
The Company has a concentration of its revenue and accounts receivable with specific customers.
For the year ended June 30, 2026, one customer accounted for approximately
F-26
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
As of June 30, 2026, three customers’ accounts receivable accounted for
For the year ended June 30, 2026, one supplier accounted for approximately
As of June 30, 2026, one supplier’s accounts payable accounted for
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to cash flow interest rate risk on cash deposit and fair value interest rate risk on loans receivable and fixed rate other borrowings and these risks due to changes in interest rates are not material to the Company. The Company has not used any derivative financial instruments to manage the interest rate risk exposure.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of twelve months, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
F-27
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted this ASU from July 1, 2025, which did not have a material impact on the Company’s consolidated financial statements.
Recent accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and issued subsequent amendment within ASU No. 2025-01. The amendments in this update enhance disclosures about a public business entity’s expense and provide more detailed information about the types of expenses included in certain notes in the consolidated financial statements. ASU No. 2024-03 and ASU No. 2025-01 are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the consolidated financial statements. The Company’s management is currently evaluating any new disclosures that may be required upon adoption of ASU No. 2024-03 and ASU No. 2025-01.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Accounting Acquirer in a Business Combination Involving a Variable Interest Entity. This ASU clarifies that when a business that is a variable interest entity (“VIE”) is acquired primarily with equity interests, the determination of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company’s management is currently evaluating the impact of adopting this ASU 2025-03 on its consolidated financial statements.
In May 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies how entities account for share-based consideration payable to a customer. The ASU requires customer awards with vesting conditions tied to purchases to be treated as performance conditions, eliminates the forfeiture policy election, and states that the variable consideration constraint under ASC 606 does not apply to these awards. The standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company’s management is currently evaluating the impact of adopting this ASU 2025-04 on its consolidated financial statements.
F-28
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (cont.)
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606. The standard is effective for annual periods beginning after December 15, 2025. Early adoption of ASU 2025-05 is permitted and should be applied prospectively. The Company’s management is currently evaluating the impact of adopting this ASU 2025-05 on its consolidated financial statements.
Except for the above-mentioned pronouncements, there are no other recently issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.
3. Accounts Receivable, net
Accounts receivable, net consisted of the following at June 30:
| 2026 | 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for CECL | ||||||||
| Accounts receivable, net | $ | $ | ||||||
For the years ended June 30, 2026, 2025 and 2024, allowance for CECL related to accounts receivable was recorded. The Company has not experienced any significant bad debt or write-offs of accounts receivable in the past.
4. Inventories
Components of inventories are as follows as of June 30:
| 2026 | 2025 | |||||||
| AI server and related IT equipment | $ | $ | ||||||
| Total | $ | $ | ||||||
impairment loss on inventories was recognized for the years ended June 30, 2026, 2025 and 2024. Management evaluates the recoverability of inventories on an item-by-item basis and determined that the estimated net realizable value for AI servers and related IT equipment remained above historical cost at year-end.
F-29
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
5. Prepayments, Deposits and Other Receivables
Prepayments, deposits and other receivables consisted of the following at June 30:
| 2026 | 2025 | |||||||
| Rental deposits | $ | $ | ||||||
| Other deposits | ||||||||
| Deposits for investments | ||||||||
| Other receivables from a security firm | ||||||||
| Other receivables from a subsidiary of investee | ||||||||
| Other receivables | ||||||||
| Consumption tax receivables | ||||||||
| Total deposits and other receivables | ||||||||
| Less: allowance for CECL | ||||||||
| Total deposits and other receivables, net | $ | $ | ||||||
| Prepayments for operations | ||||||||
| Prepayments for the purchase of inventories | ||||||||
| Prepayments for the acquisition of property and equipment and land use rights | ||||||||
| Total prepayments, deposits and other receivables, net | $ | $ | ||||||
| Less: amount classified as non-current assets | ( | ) | ( | ) | ||||
| Amount classified as current assets | $ | $ | ||||||
Other receivables from a security firm represent funds transferred to a brokerage account that remained unsettled as at June 30, 2026. These funds were subsequently returned to the Company in July 2026.
Other receivables from a subsidiary of investee represent the operating expenses paid on behalf of a subsidiary of the Company’s investee, an entity in which the Company does not have control or significant influence. The balance is unsecured, interest-free, and repayable on demand.
Other receivables primarily represent advances to third parties in connection with the Company’s operations. Other receivables were unsecured, interest-free and repayable on demand.
Prepayments for the acquisition of property and equipment and land use rights represent advances for the purchase of AI-related assets and land use rights and are expected to be reclassified to property and equipment and right-of-use assets within 12 months upon transfer of control. The closing date for the acquisition of the land use rights (with a carrying amount of prepayments of $
F-30
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
6. Loans Receivable, net
Loans receivable, net consisted of the following at June 30:
| 2026 | 2025 | |||||||
| Loans receivable – principal amounts | $ | $ | ||||||
| Interest receivable | ||||||||
| Less: allowance for CECL | ( | ) | ||||||
| Total loans receivable, net | $ | $ | ||||||
| Less: amount classified as non-current assets | ( | ) | ||||||
| Amount classified as current assets | $ | $ | ||||||
As of June 30, 2026 and 2025, all loans receivable were unsecured and interest-bearing at rates ranging from
The loans receivable portfolio at June 30, 2025 included the seller loan arising under a loan agreement dated September 4, 2024 and acquired by the Group in the SuperX Industries acquisition in April 2025, together with other third-party loans. Management evaluated expected credit losses using third-party credit indicators and prospective risk models. allowance for credit losses was recognized as of June 30, 2025.
During the year ended June 30, 2026, management conducted a credit risk and forward-looking economic assessment of the loans receivable portfolio and recognized credit loss expense of $
F-31
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
6. Loans Receivable, net (cont.)
The movement of allowance for CECL is as follows:
| 2026 | 2025 | 2024 | ||||||||||
| Beginning balance | $ | $ | $ | |||||||||
| Addition | ||||||||||||
| Write-off | ( | ) | ||||||||||
| Exchange difference | ( | ) | ||||||||||
| Balance at end of the year ended June 30 | $ | $ | $ | |||||||||
7. Property and Equipment, net
Property and equipment, stated at cost less accumulated depreciation and amortization, consisted of the following as of June 30:
| 2026 | 2025 | |||||||
| Leasehold improvements | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Motor vehicles | ||||||||
| Machinery and electronic equipment | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and Equipment, net | $ | $ | ||||||
Depreciation expenses of property and equipment totaled $
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Despite historical losses incurred, the Company performed an impairment assessment of its long-lived assets as of June 30, 2026, and determined that the expected undiscounted future cash flows exceed their carrying values. Accordingly, impairment losses were recognized for the years ended June 30, 2026, 2025, and 2024.
F-32
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
8. Leases
Operating leases as lessee
As of June 30, 2026 and 2025, the Company has operating leases with third parties recorded on its consolidated balance sheets for office space and staff quarters. The Company does not have options to extend or cancel the existing lease agreements for its existing facilities prior to their respective expiration dates. When determining the lease term, at the lease commencement date, the Company considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. Payments under the Company’s lease arrangement are fixed. Operating lease expense is recognized on a straight-line basis.
The following table shows operating lease ROU assets and operating lease liabilities, and the associated financial statement line items as of June 30:
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Operating lease right-of-use assets, net | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, non-current | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate (%) | ||||||||
Information relating to operating lease activities during the years ended June 30, 2026, 2025 and 2024 is as follows:
| 2026 | 2025 | 2024 | ||||||||||
| Operating lease right-of-use assets, obtained in exchange for operating lease liabilities | $ | $ | $ | |||||||||
| Operating lease right-of-use assets, obtained in acquisition of a subsidiary | $ | $ | $ | |||||||||
| Gain on termination of lease | $ | $ | $ | |||||||||
| Operating lease expenses | $ | $ | $ | |||||||||
For the years ended June 30, 2026, 2025 and 2024, cash payments for operating leases amounted to $
Maturities of lease liabilities were as follows:
| For the year ending June 30, | As of June 30, 2026 | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| Total lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Total | $ | |||
F-33
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
9. Investments in Equity Securities and Short-term investments
Components of investments in equity securities and short-term investments are as follows as of June 30:
| 2026 | 2025 | |||||||
| Equity securities: | ||||||||
| Equity investments with readily determinable fair value | $ | $ | ||||||
| Equity investments without readily determinable fair value | ||||||||
| Short-term investments: | ||||||||
| Structured equity-linked notes | ||||||||
| Total | $ | $ | ||||||
| Less: amount classified as non-current assets | ( | ) | ( | ) | ||||
| Amount classified as current assets | $ | $ | ||||||
| (a) | Equity investments with readily determinable fair value |
The Company held investments in listed equity securities with readily determinable fair values on the Stock Exchange of Hong Kong Limited. These investments are measured at fair value at each reporting date, with changes recognized in net income within the consolidated statements of operations and comprehensive loss. As of June 30, 2026 and 2025, the total carrying value of these listed equity investments was $
The Company recorded unrealized fair value gains (losses) of $
The Company also recorded cash dividend income of $
During the year ended June 30, 2026, a listed equity investment with a fair value of $208,439 was transferred from Level 1 to Level 2 within the fair value hierarchy. This transfer was due to the suspension of trading for the underlying shares on the Stock Exchange of Hong Kong Limited on March 26, 2026, resulting from the investee’s failure to publish its annual report. Consequently, unadjusted quoted market prices in active markets were unavailable at the reporting date. Management determined the fair value of this suspended investment using a market approach based on its last active trading price prior to the suspension, adjusted downward by an estimated discount to account for the lack of liquidity and marketability resulting from the trading halt. The remaining balance of these equity investments of $232,153 continues to be classified as Level 1.
As of June 30, 2026 and 2025, the Company classifies these equity investments as non-current assets as they are held for long-term strategic purposes and management does not intend to realize them within the next twelve months.
| (b) | Equity investments without readily determinable fair value |
As of June 30, 2026, equity investments without readily determinable fair value represent investments in a
As of June 30, 2026 and 2025, the Company classifies these equity investments as non-current assets as they are held for long-term strategic purposes and management does not intend to realize them within the next twelve months.
| (c) | Structured equity-linked notes |
The Company invests in structured equity-linked notes, including periodic autocallable fixed coupon notes issued by high-credit-quality financial institutions, for short-term investment purposes. The performance and principal redemption of these notes are linked to the performance of underlying publicly traded equity securities. The Company has elected the fair value option under ASC 825 for these hybrid financial instruments to simplify financial reporting. Accordingly, these investments are recorded at fair value at each reporting date, with changes in fair value recognized within the consolidated statements of operations and comprehensive loss.
As of June 30, 2026 and 2025, the total carrying value of these structured equity-linked notes was $
F-34
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
10. Investments in equity method investees
Components of investments in equity method investees are as follows as of June 30:
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions | ||||||||
| Share of results | ( | ) | ||||||
| Exchange difference | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
As of June 30, 2026, the Company’s investments in equity method investees included the investments in SuperX Cooltech Pte. Ltd. (“SuperX Cooltech”) of $
Investment in SuperX Cooltech
In October 2025, the Company entered into a joint venture agreement with independent third parties to establish a joint venture through a new entity to be incorporated in Singapore, SuperX Cooltech. The total initial paid-up share capital of SuperX Cooltech is $
Investment in SuperX Digital Power
In September 2025, the Company entered into a joint venture agreement with independent third parties to establish a joint venture through a new entity to be incorporated in Singapore, SuperX Digital Power. The total initial paid-up share capital of SuperX Digital Power is $
Investment in SuperX Global Services
In October 2025, the Company entered into a joint venture agreement with independent third parties to establish a joint venture through a new entity to be incorporated in Singapore, SuperX Global Services. The total initial paid-up share capital of SuperX Global Services is $
F-35
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
10. Investments in equity method investees (cont.)
Investment in SuperX Optical
In February 2026, the Company entered into a joint venture agreement with independent third parties to establish a joint venture through a new entity to be incorporated in Singapore, SuperX Optical. The total initial paid-up share capital of SuperX Optical is $
Investment in Apex AI Computing (Beijing)
In February 2026, the Company entered into a joint venture agreement with independent third parties to establish a joint venture through a new entity to be incorporated in the PRC, Apex AI Computing (Beijing). The total registered share capital of Apex AI Computing (Beijing) is $
For the year ended June 30, 2026, equity method investments held by the Company, both individually and in the aggregate, have met the significance criteria as defined under Rule 4-08(g) of Regulation S-X.
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Balance sheets data: | ||||||||
| Current assets | $ | $ | ||||||
| Non-current assets | ||||||||
| Current liabilities | ( | ) | ||||||
| Non-current liabilities | ( | ) | ||||||
| For the years ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Operating data: | ||||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ||||||||||
| Loss from operations | ( | ) | ||||||||||
| Net loss | ( | ) | ||||||||||
F-36
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
11. Intangible assets
Components of intangible assets are as follows as of June 30:
| 2026 | 2025 | |||||||
| Indefinite-lived intangible assets: | ||||||||
| Distribution license | $ | $ | ||||||
| Finite-lived intangible assets: | ||||||||
| Inventory system | ||||||||
| Less: accumulated amortization | ( | ) | ||||||
| Inventory system, net | ||||||||
| Total | $ | $ | ||||||
For the year ended June 30, 2026, the Company acquired an indefinite-lived distribution license amounting to $
Amortization expense related to finite-lived intangible assets was $
impairment losses on indefinite-lived or finite-lived intangible assets were recognized for the years ended June 30, 2026, 2025 and 2024.
12. Accrued Expenses and Other Payables
Components of accrued expenses and other payables are as follows as of June 30:
| 2026 | 2025 | |||||||
| Accruals for audit fee, legal and professional fee, staff costs and other operating expenses | $ | $ | ||||||
| Refundable deposits received from customers | ||||||||
| Liability-classified share awards (Note 19) | ||||||||
| Other payables | ||||||||
| Total | $ | $ | ||||||
F-37
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
13. Contingent Consideration Payable
Components of contingent consideration payable are as follows as of June 30:
| 2026 | 2025 | |||||||
| Contingent consideration payable – acquisition of | $ | $ | ||||||
| Contingent consideration payable - acquisition of additional | ||||||||
| Total | $ | $ | ||||||
Notes:
| a. |
| b. |
The movement of contingent consideration payable is as follows:
| 2026 | 2025 | 2024 | ||||||||||
| Beginning balance | $ | $ | $ | |||||||||
| Additions | ||||||||||||
| Settlement (Note) | ( | ) | ||||||||||
| Fair value change (Note) | ||||||||||||
| Balance at end of the year ended June 30 | $ | $ | $ | |||||||||
Note: During the year ended June 30, 2026, SuperX Industries collected loans receivable of $
F-38
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
13. Contingent Consideration Payable (cont.)
The fair values of contingent consideration payable at each measurement date were estimated using a multiple-scenario model, which considers multiple possible scenarios in which consideration shares would be issued and weights each scenario by an estimated probability. As the contingent consideration shares depended on the repayment of the loans receivable due from the seller to SuperX Industries, two scenarios (default and non-default) were considered, with the probability of the default scenario being the same as the default probability adopted in measuring the allowance for CECL on the loans receivable at the same date.
The following table provides quantitative information regarding Level 3 fair value measurement inputs for the Company’s contingent consideration payable at their measurement dates:
| As of April 8, 2025 | As of May 14, 2025 | As of June 30, 2025 | As of August 21, 2025 | As of 2026 | ||||||||||||||||
| Probability of repayment | % | % | % | % | % | |||||||||||||||
| Lack of marketability discounts | % | % | % | % | % | |||||||||||||||
14. Other Borrowings
Components of other borrowings are as follows as of June 30,:
| Interest rate per annum | 2026 | 2025 | ||||||||||
| Other borrowings: | ||||||||||||
| Loan 1(1) | % | $ | $ | |||||||||
| Loan 2(2) | % | |||||||||||
| Total other borrowings | $ | $ | ||||||||||
| Less: current portion of other borrowings | ( | ) | ||||||||||
| Non-current portion of other borrowings | $ | $ | ||||||||||
| (1) |
| (2) |
F-39
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
14. Other Borrowings (cont.)
Interest expense pertaining to the other borrowings for the years ended June 30, 2026, 2025 and 2024 amounted to $
Maturities of the other borrowings were as follows:
| For the year ending June 30, | As of June 30, 2026 | |||
| 2027 | $ | |||
| Total other borrowings repayments | $ | |||
| Less: imputed interest | ( | ) | ||
| Total | $ | |||
15. Contract Liabilities
Contract liabilities consisted of the following as of June 30:
| 2026 | 2025 | |||||||
| Billings in advance of performance obligation under contracts | $ | $ | ||||||
| Total contract liabilities | $ | $ | ||||||
| Less: current portion of contract liabilities | ( | ) | ||||||
| Non-current portion of contract liabilities | $ | $ | ||||||
Contract liabilities represent advance payments received from customers for the purchase of goods and services before the Company transfers control of the goods and services and satisfies its performance obligations.
The movement in contract liabilities is as follows:
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Decrease in contract liabilities as a result of recognizing revenue during the year that was included in the contract liabilities at the beginning of the year | ||||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||
| Current year amounts recognized as revenue | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
As of June 30, 2026, the aggregate transaction price allocated to remaining unfulfilled performance obligations was $
F-40
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
16. Income Taxes
British Virgin Islands
Under the current laws of the British Virgin Islands, the Company is not subject to tax on income or capital gains. Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profits tax rates are
Singapore
A company incorporated in Singapore is subject to Singapore Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is
Australia
A company incorporated in Australia is subject to income taxes at the applicable tax rate of
Mainland China
Companies incorporated in mainland China are subject to PRC Enterprise Income Tax (“EIT”) on their taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant PRC income tax laws. The PRC EIT laws apply a general enterprise income tax rate of
Japan
Companies incorporated in Japan are subject to Japanese corporate tax on taxable income as reported in their statutory financial statements adjusted in accordance with relevant Japanese tax laws. The applicable national statutory corporate tax rate is
United States
A company incorporated in the United States is subject to federal corporate income tax at the applicable tax rate of
Malaysia
A company incorporated in Malaysia is subject to Malaysian corporate income tax on its taxable income as reported in its statutory financial statements adjusted in accordance with relevant Malaysian tax laws. The standard corporate tax rate is
F-41
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
16. Income Taxes (cont.)
The components of the income tax expense are as follows:
| For the years ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Current | ||||||||||||
| BVI | $ | $ | $ | |||||||||
| Hong Kong | ||||||||||||
| Singapore | ||||||||||||
| Australia | ||||||||||||
| The PRC | ||||||||||||
| Japan | ||||||||||||
| The United States | ||||||||||||
| Malaysia | ||||||||||||
| Deferred | ||||||||||||
| BVI | ||||||||||||
| Hong Kong | ||||||||||||
| Singapore | ||||||||||||
| Australia | ||||||||||||
| The PRC | ||||||||||||
| Japan | ||||||||||||
| The United States | ||||||||||||
| Malaysia | ||||||||||||
| Income tax expense | $ | $ | $ | |||||||||
The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax assets and liabilities are as follows as of June 30:
| 2026 | 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry-forward | $ | $ | ||||||
| Operating lease right-of-use assets and operating lease liabilities | ||||||||
| Property and equipment | ||||||||
| Less: valuation allowances (Note a) | ( | ) | ||||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Property and equipment | ( | ) | ||||||
| Intangible assets – distribution license (Note 20) | ( | ) | ||||||
| Total deferred tax liabilities | ( | ) | ||||||
| Total deferred tax liabilities, net | $ | ( | ) | $ | ||||
Note a: Change in valuation allowances generally represents valuation allowances provided on the deferred tax assets related to the tax losses carried forward, operating lease right-of-use assets and operating lease liabilities and property and equipment due to the uncertainty surrounding their realization. If events occur in the future that improve the certainty of realization, an adjustment to the valuation allowances will be made and consequently income tax expenses will be reduced.
As of June 30, 2026, the accumulated tax losses of subsidiaries incorporated in Singapore, Japan, Hong Kong, the PRC and the United States, subject to the agreement of the relevant tax authorities, of $
F-42
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
16. Income Taxes (cont.)
Income tax payable consists of the following as of June 30:
| 2026 | 2025 | |||||||
| Singapore Corporate Tax | $ | $ | ||||||
| $ | $ | |||||||
The Company’s headquarter and principal operating subsidiaries are mainly located in Singapore. Accordingly, management considers the Singapore statutory corporate income tax rate of
| For the years ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Loss before provision for income taxes | $ | ( | ) | $ | ( | ) | ||
| Singapore Corporate Tax rate | % | % | ||||||
| Income taxes computed at Singapore Corporate Tax rate | ( | ) | ( | ) | ||||
| Reconciling items: | ||||||||
| Tax effect of income that is not taxable* | ( | ) | ( | ) | ||||
| Tax effect of expenses that are not deductible** | ||||||||
| Income tax expense | $ | $ | ||||||
| * |
| ** |
F-43
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
16. Income Taxes (cont.)
The reconciliation of the Singapore statutory rates to the Company’s effective tax for the year ended June 30, 2026 is as follows:
| For the year ended June 30, | ||||||||
| 2026 | ||||||||
| Loss before provision for income taxes | $ | ( | ) | |||||
| Singapore Corporate Tax rate | % | |||||||
| Income taxes computed at Singapore Corporate Tax rate | ( | ) | % | |||||
| Foreign tax effects: | ||||||||
| a. BVI | ||||||||
| Different tax rates in other jurisdictions | ( | )% | ||||||
| b. Japan | ||||||||
| Non-deductible expenses | ( | )% | ||||||
| Change in valuation allowances | ( | )% | ||||||
| Different tax rates in other jurisdictions | ( | ) | % | |||||
| c. Hong Kong | ||||||||
| Non-taxable income | ( | ) | % | |||||
| Non-deductible expenses | ||||||||
| - legal and professional fees | ( | )% | ||||||
| - other operating expenses | ( | )% | ||||||
| Change in valuation allowances | ( | )% | ||||||
| Different tax rates in other jurisdictions | ( | )% | ||||||
| d. Other foreign jurisdictions | ||||||||
| Non-taxable income | ( | ) | % | |||||
| Non-deductible expenses | ( | )% | ||||||
| Change in valuation allowances | ( | )% | ||||||
| Different tax rates in other jurisdictions | ( | ) | % | |||||
| Domestic enacted tax law effects: | ||||||||
| Non-taxable income | ( | ) | % | |||||
| Non-deductible expenses | ||||||||
| - Credit loss expense on loans receivable | ( | )% | ||||||
| - other operating expenses | ( | )% | ||||||
| Change in valuation allowances | ( | )% | ||||||
| Others | ( | )% | ||||||
| Income tax expense | $ | ( | )% | |||||
During the year ended June 30, 2026, the Company had no income taxes paid, net of refunds received, in any domestic or foreign jurisdiction.
F-44
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
16. Income Taxes (cont.)
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2026 and 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the years ended June 30, 2026, 2025 and 2024. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2026. The Company’s tax returns remain subject to examination by major tax jurisdictions. Generally, the statute of limitations for the evaluation of tax positions is four years for the Company’s subsidiaries incorporated in Singapore.
17. Related Party Balance and Transactions
The following is a list of related parties with which the Company has transactions:
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) | ||
| (h) | ||
| (i) | ||
| (j) | ||
| (k) | ||
| (l) | ||
| (m) | Mr. So Siu Lai, a director of OPS HK. | |
| (n) | Mr. Yip Sai Kit, Dicky, a director of OPS HK. |
F-45
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
17. Related Party Balance and Transactions (cont.)
a. Amounts due from related parties
As of June 30, 2026 and 2025, the balance of amounts due from related parties was as follows:
| 2026 | 2025 | |||||||
| Amounts due from related parties | ||||||||
| Alpha Generator Limited (e) (1) | $ | $ | ||||||
| OPS Holdings Limited (d) (1) | ||||||||
| Rich Merchant Limited (f) (1) | ||||||||
| SuperX Global Services (a) (1) | ||||||||
| SuperX Digital Power (b) (1) | ||||||||
| Apex AI Computing (Beijing) (c) (1) | ||||||||
| Mr. Varia Hiten Dwarkadas (j) (2) | ||||||||
| Total | $ | $ | ||||||
| (1) |
| (2) |
b. Amounts due to related parties
As of June 30, 2026 and 2025, the balances of amounts due to related parties were as follows:
| 2026 | 2025 | |||||||
| Amounts due to related parties | ||||||||
| Ms. Zhang Jiaying (g)(1) | $ | $ | ||||||
| Mr. Ting Chi Hui (h) (1) | ||||||||
| Mr. Arden Wang (i) (1) | ||||||||
| Syncro9 Pte. Ltd. (k)(1) | ||||||||
| Total | $ | $ | ||||||
| (1) |
F-46
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
17. Related Party Balance and Transactions (cont.)
c. Related party transactions
The Company engaged Syncro9 Pte. Ltd.(k) to provide consulting services to the Company and paid professional fees in cash of $
The Company sold AI servers and related IT equipment to SuperX Global Services (a) for $
The Company purchased business services from SuperX Global Services (a) for $
The Company received management fee income from SuperX Global Services (a) of $
The Company received management fee income from SuperX Digital Power (b) of $
The Company sold property and equipment to SuperX Global Services (a) for $
During the year ended June 30, 2026, the Company entered into a share purchase agreement to divest
18. Shareholders’ Equity
Ordinary shares
The Company was established under the laws of the British Virgin Islands on
On July 15, 2022, the Company amended its memorandum of association to authorize the issuance of an unlimited number of Ordinary Shares with par value of $
On September 5, 2022, the Company resolved to adopt an amended memorandum of association to authorize the issuance of an unlimited number of Ordinary Shares, par value, which is effective September 6, 2022, and to effectuate (i) a redemption of existing
F-47
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
18. Shareholders’ Equity (cont.)
On June 8, 2023, the Company resolved to split its shares at a ratio of
The Ordinary Shares began trading on April 17, 2024 on the Nasdaq Capital Market and commenced trading under the ticker symbol “JUNE”, and the ticker symbol subsequently changed to “SUPX” on June 2, 2025.
Under this offering,
Upon the completion of the IPO of the Company, IPO costs capitalized as of June 30, 2023 amounted to $
From March 2025 to May 2025, the Company entered into certain private placement subscription agreements with certain investors for the purchase and sale of Ordinary Shares, and warrants to purchase Ordinary Shares (the “Purchase Unit(s)”). The Company issued and sold an aggregate of
The Company issued
The Company issued
The Company issued
As of June 30, 2025, a total of
From July 2025 to November 2025, the Company entered into certain private placement subscription agreements with certain investors for the purchase and sale of Ordinary Shares, and warrants to purchase Ordinary Shares. The Company issued and sold an aggregate of
F-48
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
18. Shareholders’ Equity (cont.)
The Company issued
The Company issued
The Company issued
The Company issued
During the year ended June 30, 2026, two noncontrolling shareholders of SuperX MicroInference exercised their first put option to sell their additional
As of June 30, 2026, a total of
Share repurchase
On November 26, 2025, the Board of Directors of the Company authorized a share repurchase program under which the Company may repurchase up to US$
During the year ended June 30, 2026, the Company repurchased
Cash dividend
No dividend was declared or distributed by the Company for the years ended June 30, 2026, 2025 and 2024.
Warrants
As of June 30, 2026 and 2025, the Company had outstanding
In accordance with ASC 815, the Company determined that the warrants meet the conditions necessary to be classified as equity because the consideration is indexed to the Company’s own equity, there are no exercise contingencies based on an observable market not based on its stock or operations, settlement is consistent with a fixed-for-fixed equity instrument, the agreement contains an explicit number of shares and there are no cash payment provisions.
For the year ended June 30, 2026, the fair values of the warrants at each grant date were estimated at $
F-49
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
18. Shareholders’ Equity (cont.)
The following table provides quantitative information regarding Level 3 fair value measurement inputs for the Company’s warrants at their measurement dates:
| As of October 27, 2025 | As of October 30, 2025 | As of November 5, 2025 | As of November 6, 2025 | As of November 17, 2025 | As of November 19, 2025 | |||||||||||||||||||
| Volatility | % | % | % | % | % | % | ||||||||||||||||||
| Stock price ($) | ||||||||||||||||||||||||
| Time to maturity (in year) | ||||||||||||||||||||||||
| Risk free rate | % | % | % | % | % | % | ||||||||||||||||||
| Dividend yield | % | % | % | % | % | % | ||||||||||||||||||
| Lack of marketability discounts | % | % | % | % | % | % | ||||||||||||||||||
| As of August 12, 2025 | As of August 20, 2025 | As of September 9, 2025 | As of September 15, 2025 | As of September 16, 2025 | As of October 24, 2025 | |||||||||||||||||||
| Volatility | % | % | % | % | % | % | ||||||||||||||||||
| Stock price ($) | ||||||||||||||||||||||||
| Time to maturity (in year) | ||||||||||||||||||||||||
| Risk free rate | % | % | % | % | % | % | ||||||||||||||||||
| Dividend yield | % | % | % | % | % | % | ||||||||||||||||||
| Lack of marketability discounts | % | % | % | % | % | % | ||||||||||||||||||
| As of March 21, 2025 | As of March 24, 2025 | As of March 25, 2025 | As of March 28, 2025 | As of April 8, 2025 | As of May 6, 2025 | As of May 8, 2025 | As of May 9, 2025 | As of May 12, 2025 | ||||||||||||||||||||||||||||
| Volatility | % | % | % | % | % | % | % | % | % | |||||||||||||||||||||||||||
| Stock price ($) | ||||||||||||||||||||||||||||||||||||
| Time to maturity (in year) | ||||||||||||||||||||||||||||||||||||
| Risk free rate | % | % | % | % | % | % | % | % | % | |||||||||||||||||||||||||||
| Dividend yield | % | % | % | % | % | % | % | % | % | |||||||||||||||||||||||||||
| Lack of marketability discounts | % | % | % | % | % | % | % | % | % | |||||||||||||||||||||||||||
F-50
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
19. Share-based compensation
2024 Equity Incentive Plan
On August 1, 2024, the Board of Directors of the Company approved and adopted an equity incentive plan (the “2024 Equity Incentive Plan”), which became effective on August 1, 2024. The 2024 Equity Incentive Plan provides up to
As of June 30, 2026, the cumulative grants under the plan totaled
2025 Equity Incentive Plan
On July 15, 2025, the Board of Directors of the Company approved and adopted an equity incentive plan (the “2025 Equity Incentive Plan”), which became effective on July 15, 2025. The 2025 Equity Incentive Plan provides up to
As of June 30, 2026, the cumulative grants totaled
Awards, individually or collectively, in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), stock bonus awards and performance compensation awards may be granted to any directors, officers, managers, employees, consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its affiliates under the 2024 Equity Incentive Plan and the 2025 Equity Incentive Plan.
Restricted Stock Units
| a. | Equity-classified share awards |
Pursuant to the employment agreement dated August 1, 2024, the Company granted an RSU award of
F-51
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
19. Share-based compensation (cont.)
Pursuant to certain consultant service agreements and the related addenda entered into during the year ended June 30, 2026, the Company granted RSU awards of
A summary of the changes in the RSUs relating to Ordinary Shares granted by the Company during the years ended June 30, 2026, 2025 and 2024 is as follows:
| Number of RSUs | Weighted average grant date fair value | |||||||
| Awarded and unvested as of July 1, 2023 and June 30, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ( | ) | ||||
| Awarded and unvested as of June 30, 2025 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ( | ) | ||||
| Awarded and unvested as of June 30, 2026 | $ | |||||||
The fair values of the RSUs at the grant date are determined with reference to the fair value of the underlying shares (i.e., the closing price of the Company’s shares on the grant date).
As of June 30, 2026 and 2025, there were unrecognized compensation costs of $
For the years ended June 30, 2026, 2025 and 2024, the Company recognized share-based compensation expense of $
| b. | Liability-classified share awards |
Pursuant to the employment agreement dated November 15, 2025, the Company granted several RSU awards to the director, Dr. Chenhong Huang, under the 2025 Equity Incentive Plan, including (i) the grant of RSUs valued at $
F-52
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
19. Share-based compensation (cont.)
Pursuant to the employment agreement dated November 24, 2025, the Company granted an RSU award to the director, Mr. King Che Kenneth, Lau, under the 2025 Equity Incentive Plan, including the grant of RSUs valued at $
During the years ended June 30, 2026, 2025 and 2024, the Company issued in aggregate of
Pursuant to ASC 718-10-25-7 and ASC 480-10-25-14, such award that is share-settleable for a fixed monetary amount is a liability-classified award. The underlying monetary obligation of such awards remains fixed, and subsequent stock price changes primarily affect the number of shares required to settle the obligation rather than the total liability amount. Upon issuance of the shares to settle the obligation, equity is increased by the amount of the liability settled in shares and no additional share-based compensation expense is recorded.
A summary of the changes in the liabilities relating to liability-classified share awards included in accrued expenses and other payables in the consolidated balance sheets during the years ended June 30, 2026, 2025 and 2024 is as follows:
| Liability- classified share awards | ||||
| Balance as of July 1, 2023, June 30, 2024, and June 30, 2025 | $ | |||
| Share-based compensation | ||||
| Settlement | ( | ) | ||
| Balance as of June 30, 2026 | $ | |||
As of June 30, 2026 and 2025, there were unrecognized compensation costs of $
The Company recognized the share-based compensation related to these RSUs on a straight-line basis over the vesting periods. For the years ended June 30, 2026, 2025 and 2024, the Company recognized share-based compensation expense of $
Share options
On August 1, 2024, the Company granted
F-53
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
19. Share-based compensation (cont.)
On August 1, 2024, the Company granted
On July 1, 2025, the Company granted
On July 31, 2025, the Company granted
On August 4, 2025, the Company granted
On November 11, 2025, the Company granted
The Company recognizes share-based compensation expenses related to these options on a straight-line basis over the vesting periods. For the years ended June 30, 2026, 2025 and 2024, the Company recognized share-based compensation expenses of $
As of June 30, 2026 and 2025, there were $
F-54
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
19. Share-based compensation (cont.)
The following table summarizes the share option activities for the years ended June 30, 2026, 2025 and 2024:
| Number of share options | Weighted average grant date fair value | Weighted average exercise price | Weighted average remaining contract life (in years) | |||||||||||||
| Share options outstanding as of July 1, 2023, June 30, 2024 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | ||||||||||
| Share options outstanding as of June 30, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | ||||||||||
| Forfeiture | ( | ) | ( | ) | ( | ) | ||||||||||
| Lapsed | ( | ) | ( | ) | ( | ) | ||||||||||
| Share options outstanding as of June 30, 2026 | $ | $ | ||||||||||||||
| Vested and exercisable as of June 30, 2026 | $ | $ | ||||||||||||||
| Vested and exercisable as of June 30, 2025 | $ | $ | ||||||||||||||
As of June 30, 2026, the aggregate intrinsic value of the share options outstanding and vested and exercisable was $
For the year ended June 30, 2026, the fair value of the share options at the grant date was estimated at $
The following table provides quantitative information regarding Level 3 fair value measurement inputs for the Company’s share options at their measurement dates:
| As of August 1, 2024 | As of July 1, 2025 | As of July 31, 2025 | As of August 4, 2025 | As of November 11, 2025 | ||||||||||||||||
| Volatility | % | % | % | % | % | |||||||||||||||
| Stock price ($) | ||||||||||||||||||||
| Time to maturity (in year) | ||||||||||||||||||||
| Risk free rate | % | % | % | % | % | |||||||||||||||
F-55
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
20. Acquisitions and disposals
Acquisition of
In April 2025, the Company acquired a
The contingent consideration arrangements from the SuperX Industries acquisition were classified as financial liabilities rather than equity. Because the underlying loan recovery metric was denominated in SGD while the settlement shares were valued and issued in USD, the arrangement involved a dual-currency mechanism that depended on prevailing exchange rates. This foreign currency variable did not meet the fixed-for-fixed criteria required for equity treatment. Consequently, the contingent consideration was initially recorded as a financial liability at its acquisition-date fair value of $
The contractual purchase price of $
| Amounts | ||||
| Share consideration | $ | |||
| Contingent consideration payable | ||||
| Total consideration transferred | $ | |||
The transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting.
| Assets acquired and liabilities assumed: | Amounts | |||
| Cash and cash equivalents | $ | |||
| Accounts receivable, net | ||||
| Loans receivable, net | ||||
| Prepayments, deposits and other receivables | ||||
| Property and equipment, net | ||||
| Operating lease right-of-use assets, net | ||||
| Operating lease liabilities | ( | ) | ||
| Total net assets acquired | ||||
| Noncontrolling interest | ( | ) | ||
| Goodwill | ||||
| Total consideration transferred | $ | |||
F-56
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
20. Acquisitions and disposals (cont.)
The acquisition-date fair value of the noncontrolling interest in SuperX Industries was $
The goodwill of $
Neither the results of operations since the acquisition date nor the pro forma results of operations of the acquiree were presented because the effects of the business combinations in 2025 were not significant to the consolidated statements of operations and comprehensive loss.
Acquisition of additional
In May 2025, the Company acquired the remaining
Acquisition of
In October 2025, the Company subscribed for newly issued shares of SuperX MicroInference, a private limited company incorporated in Singapore, contributing a cash consideration of $
The Company accounted for the transaction using the cost accumulation and allocation model under ASC 805-50 and elected to initially measure noncontrolling interests in asset acquisitions at fair value. Under the cost accumulation and allocation model, the Company allocated the total consideration (comprising the Company’s investment and the initial fair value of the noncontrolling interest) to the identifiable assets acquired and liabilities assumed based on their relative fair values. The premium paid over the net assets was allocated to indefinite-lived intangible assets (distribution license), which provides the rights to purchase specialized equipment from a designated supplier, as an allocated cost determined under the relative fair value allocation method. Management has evaluated the expected utility of this distribution license under ASC 350, considering factors such as supplier termination provisions and renewal economic feasibility. Based on this assessment, there are no legal, regulatory, contractual, or economic factors that limit the useful life of the distribution license, and it is therefore classified as an indefinite-lived intangible asset. Details of intangible assets and impairment policy are included in Notes 11 and 2, respectively.
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
20. Acquisitions and disposals (cont.)
The following table summarizes the allocation of the total implied value of SuperX MicroInference at the acquisition date:
| Identifiable assets acquired and liabilities assumed: | Amounts | |||
| Cash and cash equivalents | $ | |||
| Intangible assets – distribution license (Note 11) | ||||
| Prepayments | ||||
| Accrued expenses and other payables | ( | ) | ||
| Amounts due to related parties | ( | ) | ||
| Deferred tax liabilities (Note 16) | ( | |||
| Total net assets acquired | ||||
| Less: redeemable noncontrolling interest (Note 22) | ( | ) | ||
| Net assets attributable to the Company | $ | |||
Acquisition of additional
Prior to April 2026, the noncontrolling interests of SuperX MicroInference were classified as redeemable noncontrolling interests within mezzanine equity, as the redemption features were outside the sole control of the Company (See Note 22).
In April 2026, two noncontrolling shareholders of SuperX MicroInference exercised their first put option to sell their additional
Disposal of
In July 2025, the Company sold its
Deregistration of
In January 2026, the Company completed the deregistration of ASPAC AI Computing Pty Ltd, its wholly owned subsidiary. The net liabilities derecognized at the date of disposal were $
Disposal of
In April 2026, the Company sold its
F-58
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
20. Acquisitions and disposals (cont.)
Disposal of
On May 7, 2026, the Company completed the disposal of
| Amounts | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable, net | ||||
| Contract assets | ||||
| Prepayments, deposits and other receivables | ||||
| Property and equipment, net | ||||
| Operating lease right-of-use assets, net | ||||
| Deferred tax assets, net | ||||
| Accounts payable | ( | ) | ||
| Accrued expenses and other payables | ( | ) | ||
| Contract liabilities | ( | ) | ||
| Operating lease liabilities | ( | ) | ||
| Bank borrowings | ( | ) | ||
| Total net assets disposed | $ | |||
The Company recognized a gain on the disposal, which was included in income (loss) from discontinued operations, net of tax in the consolidated statements of operations and comprehensive loss.
The following table summarizes the computation of the gain realized from the disposition:
| Amounts | ||||
| Consideration received | $ | |||
| Net assets disposed | ( | ) | ||
| Other comprehensive loss reclassified to current year operations | ( | ) | ||
| Gain on disposition | $ | |||
The consideration of $
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
21. Goodwill
The balances of goodwill less accumulated impairment as of June 30 were as follows:
| 2026 | 2025 | |||||||
| Goodwill acquired in business combination (Note 20) | $ | $ | ||||||
| Less: accumulated impairment losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The Company allocated the goodwill recognized in its business combination during the year ended June 30, 2025 to the “sales of AI server and related IT equipment” reporting unit and subsequently performed annual goodwill impairment testing as of June 30 at the reporting unit level in accordance with ASC 350-20.
Considering the actual operating losses of “sales of AI server and related IT equipment” reporting unit, the Company determined that a quantitative assessment was required as of June 30, 2025. The Company compared the fair value of “sales of AI server and related IT equipment” reporting unit to its carrying amount, including the allocated goodwill. The fair value was estimated using the income approach with certain key assumptions including revenue growth rate, gross profit margin and discount rate which are subject to a high degree of judgment and complexity. The growth rates for the forecasted period are based on management’s expectations of the performance of the business, planned growth in market share and growth in the market. These calculations used five-year cash flow projections and assumed a
The market risk is reflected in the discount rate used through its components, cost of equity and cost of debt. The cost of equity is calculated using the Capital Asset Pricing Model (“CAPM”) and its formula includes the market return and the sensitivity of the Company to that market return. The WACC also includes the risk-free rate both in the calculation of the cost of equity and the cost of debt. Moreover, the market risk is also reflected through the determination of the cost of debt as the current market prices are included in the considered credit risk.
As a result, the fair value of “sales of AI server and related IT equipment” reporting unit was estimated to be below the carrying value by an amount exceeding the total carrying amount of goodwill. Accordingly, the Company recorded a $
The following table provides the key assumptions used in the impairment assessment of goodwill and the sensitivity analysis for the key assumptions as of June 30, 2025:
| Sensitivity on estimate | ||||||||||
| Significant unobservable input | Base case | Estimate | Impact | |||||||
| Revenue growth rate | % | + | $ | ) | ||||||
| Gross profit margin | % | + | $ | ) | ||||||
| Discount rate | % | + | $ | ( | ||||||
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
22. Redeemable noncontrolling interests
Put option arrangements
In connection with the acquisition of a
| 1st: | put option: | The Company granted the Put Option Shareholders the right to sell |
| 2nd | put option: | The Company granted the Put Option Shareholders the right to sell their final remaining shares (representing the remaining |
In accordance with ASC 480-10-S99, because the noncontrolling interests are redeemable at the option of the holder and outside of the Company’s control, they are classified as temporary equity in the mezzanine section of the consolidated balance sheets. The redeemable noncontrolling interests are adjusted for additional contributions and distributions and the proportionate share of the net income or loss and other comprehensive income or loss.
The Company evaluates the probability of achieving performance milestones at each reporting date. The Company has elected to apply the immediate adjustment method to account for subsequent measurement changes. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying amount of the redeemable noncontrolling interests to equal the redemption value at the end of each reporting period. Accretion is recognized as a deduction from retained earnings only (or in the absence of retained earnings, by charges against additional paid-in capital) when achievement is considered probable.
| 1st | put option status: | On April 29, 2026, the Put Option Shareholders formally exercised the first put option following the fulfillment of all contractually required performance conditions. During the year ended June 30, 2026, prior to the exercise date, the Company recognized an accretion adjustment of $ |
| 2nd | put option status: | As of June 30, 2026, management evaluated the performance milestones and determined that it is not probable that conditions required to trigger the second put option will be achieved. Accordingly, the Company did not recognize any accretion during the year ended June 30, 2026, to adjust the carrying value of this remaining |
Movements of redeemable noncontrolling interests are as follows as of June 30:
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Acquisition | ||||||||
| Net loss attributable to redeemable noncontrolling interests | ( | ) | ||||||
| Other comprehensive loss attributable to redeemable noncontrolling interests | ( | ) | ||||||
| Accretion to redemption value | ||||||||
| Derecognition upon exercising | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
23. Discontinued Operations
On May 7, 2026, the Company completed the sale (the “Disposition”) of
This disposition represented a strategic shift with a major effect on the Company’s operations and financial results, and as a result, the legacy interior design business carried by OPS HK has been presented as discontinued operations and excluded from both continuing operations and segment results for all periods presented.
The following table provides a reconciliation of the Company’s net income (loss) from discontinued operations, net of tax, presented in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2026, 2025 and 2024.
| For the Years Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Selling and marketing expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Other income – related party | ||||||||||||
| Gain on disposal of OPS HK | ||||||||||||
| Total other income, net | ||||||||||||
| Income (loss) from discontinued operations before provision for income taxes | ( | ) | ||||||||||
| Income tax benefit (expense) | ( | ) | ||||||||||
| Net income (loss) from discontinued operations, net of tax, attributable to ordinary shareholders | $ | $ | ( | ) | $ | |||||||
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
23. Discontinued Operations (cont.)
During the year ended June 30, 2026, the Company disposed of its entire interest in OPS HK. As a result, the Company did not have any assets or liabilities that qualify for presentation as discontinued operations as of June 30, 2026.
| As of June 30, 2025 | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable, net | ||||
| Contract assets | ||||
| Contract costs | ||||
| Amounts due to related parties | ( | ) | ||
| Rental deposits – related parties, current | ||||
| Prepayments – related parties | ||||
| Prepayments, deposits and other receivables, current | ||||
| Total current assets of discontinued operations | ||||
| Non-current assets | ||||
| Property and equipment, net | ||||
| Operating lease right-of-use assets, net | ||||
| Deferred tax assets, net | ||||
| Total non-current assets of discontinued operations | ||||
| Total assets of discontinued operations | $ | |||
| Liabilities | ||||
| Current liabilities | ||||
| Accounts payable | $ | |||
| Accrued expenses and other payables | ||||
| Amounts due to related parties | ||||
| Contract liabilities | ||||
| Bank borrowings, current | ||||
| Income tax payable | ||||
| Operating lease liabilities - related parties, current | ||||
| Total current liabilities of discontinued operations | ||||
| Non-current liabilities | ||||
| Bank borrowings, non-current | ||||
| Total non-current liabilities of discontinued operations | ||||
| Total liabilities of discontinued operations | $ | |||
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
24. Loss per Share
Basic loss per share (“EPS”) is calculated by dividing the net loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the net loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following table reflects the (loss) income and share data used in the basic and diluted EPS calculations:
| For the years ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Numerator | ||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Less: Net loss from continuing operations attributable to noncontrolling interests | ||||||||||||
| Accretion of redeemable noncontrolling interests | ( | ) | ||||||||||
| Net loss from continuing operations attributable to owners of the Company | ( | ) | ( | ) | ( | ) | ||||||
| Net income (loss) from discontinued operations attributable to owners of the Company | ( | ) | ||||||||||
| ( | ) | ( | ) | ( | ) | |||||||
| Denominator | ||||||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||||||
| (Loss) earnings per share | ||||||||||||
| Continuing operations - Basic and diluted | ( | ) | ( | ) | ( | ) | ||||||
| Discontinued operations - Basic and diluted | ( | ) | ||||||||||
| Total – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
As of June 30, 2026, the inclusion of the Company’s potentially dilutive securities including share options, warrants and restricted share units (2025: share options, warrants and restricted share units) in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share for the years ended June 30, 2026 and 2025. As of June 30, 2024, there were no potentially dilutive securities outstanding.
| As of June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Share options | ||||||||||||
| Warrants | ||||||||||||
| Restricted share units | ||||||||||||
The table does not include
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
25. Commitments and Contingencies
Commitments
As of June 30, 2026, the Company held a remaining capital commitment of $
Other than as disclosed above, the Company did not have any significant capital and other commitments as of June 30, 2026.
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its consolidated financial position, cash flows or results of operations on an individual basis or in the aggregate. As of June 30, 2026 and 2025, the Company is not a party to any material legal or administrative proceedings.
26. Segment Reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements.
Following the disposal of OPS HK on May 7, 2026, the historical operations of the “design and fit out services” segment met the criteria for discontinued operations and have been retrospectively excluded from continuing operations and segment results for all periods presented (see Note 23 - Discontinued Operations). The Company’s CODM reviews the financial results of the hardware sales, cloud computing, and AI model API services on an aggregated basis for the purpose of making resource-allocation decisions and assessing performance, as discrete financial information is not regularly generated or evaluated for these individual product and service lines. Accordingly, the Company’s remaining continuing operations consist of a operating segment, which also qualifies as its sole reportable segment: the “sales of AI server and related IT equipment” segment, which represents the Company’s business including the sales of AI servers, computer hardware and related IT equipment and related warranties and maintenance services and the provision of cloud computing and AI model API services. During the year ended June 30, 2026, the Company renamed its “sales of AI server and related IT equipment” segment as the “AI infrastructure solutions” segment. The change in name was made to better reflect the nature of the products and services included in the segment. There was no change to the composition of the Company’s reportable segments, the measure of segment profit or loss, or the method used to allocate resources and assess segment performance.
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
26. Segment Reporting (cont.)
The Company’s CODM evaluates the performance of the Company’s operating segment and allocates resources based on segment gross profit (loss) and segment loss. Expenses directly attributable to the segment’s operating activities, such as segment-specific employee compensation, depreciation, operating lease expenses, and core segment items, are allocated directly to the segment results. Other segment items allocated directly to the segment results primarily consist of rental expenses and office supplies. Centralized overhead costs that support general corporate infrastructure, including headquarters employee compensation, business development expenses, legal and professional fees, share-based compensation and other corporate expenses, are classified as unallocated corporate amounts and are managed centrally. This method of expense allocation and categorization by nature has been applied consistently across the years ended June 30, 2026, 2025, and 2024, and no recasting of the continuing operating segment results was required other than the retrospective exclusion of the discontinued operations described above. Because discrete segment asset information is not regularly provided to or reviewed by the Company’s CODM, no measure of segment assets is disclosed.
| For the year ended June 30, 2026 | ||||
| AI infrastructure solutions | ||||
| Revenue from external customers | $ | |||
| Cost of revenue | ||||
| Gross loss | $ | ( | ) | |
| Less: | ||||
| Employee compensation and benefits expenses | ||||
| Depreciation of property and equipment | ||||
| Amortization of operating lease right-of-use assets and interest of lease liabilities | ||||
| Share of results of equity method investees | ||||
| Exchange gains | ( | ) | ||
| Other segment items | ||||
| Segment loss | ( | ) | ||
| Reconciliation of profit or loss | ||||
| Less: unallocated amounts | ||||
| Employee compensation and benefits expenses | ||||
| Business development expenses | ||||
| Legal and professional fees | ||||
| Share-based compensation | ||||
| Exchange gains | ( | ) | ||
| Realized gains from disposal of investments in equity securities and short-term investments | ( | ) | ||
| Unrealized gains from fair value changes of investments in equity securities and short-term investments | ( | ) | ||
| Fair value changes of contingent consideration payable | ||||
| Gains on disposal of subsidiaries | ( | ) | ||
| Credit loss expense on loans receivable | ||||
| Interest income | ( | ) | ||
| Interest expense | ||||
| Other corporate expenses | ||||
| Loss before provision for income taxes | $ | ( | ) | |
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
26. Segment Reporting (cont.)
| For the year ended June 30, 2025 | ||||
| AI infrastructure solutions | ||||
| Revenue from external customers | $ | |||
| Cost of revenue | ||||
| Gross profit | $ | |||
| Less: | ||||
| Employee compensation and benefits expenses | ||||
| Depreciation of property and equipment | ||||
| Amortization of operating lease right-of-use assets and interest of lease liabilities | ||||
| Exchange gains | ( | ) | ||
| Impairment of goodwill | ||||
| Other segment items | ( | ) | ||
| Segment loss | ( | ) | ||
| Reconciliation of profit or loss | ||||
| Less: unallocated amounts | ||||
| Employee compensation and benefits expenses | ||||
| Business development expenses | ||||
| Legal and professional fees | ||||
| Share-based compensation | ||||
| Exchange losses | ||||
| Unrealized losses from fair value changes of investments in equity securities | ||||
| Unrealized losses from fair value changes of contingent consideration payable | ||||
| Interest income | ( | ) | ||
| Interest expense | ||||
| Other corporate expenses | ||||
| Loss before provision for income taxes | $ | ( | ) | |
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SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
26. Segment Reporting (cont.)
| For the year ended June 30, 2024 | ||||
| AI infrastructure solutions | ||||
| Revenue from external customers | $ | |||
| Cost of revenue | ||||
| Gross profit and segment profit | $ | |||
| Reconciliation of profit or loss | ||||
| Less: unallocated amounts | ||||
| Employee compensation and benefits expenses | ||||
| Legal and professional fees | ||||
| Interest income | ( | ) | ||
| Exchange losses | ||||
| Other corporate expenses | ||||
| Loss before provision for income taxes | $ | ( | ) | |
The following table presents revenue by major revenue type and timing of revenue recognition for the years ended June 30, 2026, 2025 and 2024, respectively:
| For the years ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Sales of AI server and related IT equipment and related warranties and maintenance services | ||||||||||||
| 1. Over time | $ | $ | $ | |||||||||
| 2. At a point in time | ||||||||||||
| Provision of cloud computing and AI model API services | ||||||||||||
| 3. Over time | ||||||||||||
| 4. At a point in time | ||||||||||||
| Total | $ | $ | $ | |||||||||
F-68
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
26. Segment Reporting (cont.)
The following table presents the Company’s revenue by geographical location, attributed based on the physical location of the respective group companies entering into contracts with the customers, for the years ended June 30, 2026, 2025 and 2024, respectively.
| For the years ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Japan | $ | $ | $ | |||||||||
| Other markets | ||||||||||||
| Total | $ | $ | $ | |||||||||
The Company’s long-lived assets are attributed to a country based on the physical location of the assets. It defines long-lived assets as property and equipment and operating lease right-of-use assets, because many of these assets cannot be readily moved and are relatively illiquid, subjecting them to geographic risk.
| 2026 | 2025 | |||||||
| Singapore | $ | $ | ||||||
| Other markets | ||||||||
| $ | $ | |||||||
F-69
SuperX AI Technology Limited and Subsidiaries
Notes to Consolidated Financial Statements
27. Subsequent Events
On July 10, 2026, Apex Technology, a
In July 2026, pursuant to a convertible note and warrant subscription agreement dated June 25, 2026, the Company completed the issuance of $
Between July 1, 2026 and August 4, 2026, the Company repurchased a further
On August 6, 2026, the Company’s Board of Directors authorized a share repurchase program (the “2026 Repurchase Program”). Under the 2026 Repurchase Program, the Company is authorized to repurchase up to US$
After June 30, 2026, the Company received additional purchase orders for AI servers, including a purchase order dated August 14, 2026 received by SuperX Japan from a customer in Japan for GPU-based server clusters with a total contract value of approximately $
In September 2026, the Company collected approximately $
On September 28, 2026, SuperX Optical Communications Pte. Ltd., an equity method investee in which the Company held a
The Company evaluated all events and transactions that occurred after June 30, 2026 up through the date the Company issued these consolidated financial statements on October 29, 2026. Other than the events disclosed above, no other subsequent events occurred that would require recognition or disclosure in the Company’s consolidated financial statements.
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