UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-42013
Super
x Ai Technology Limited
30 Pasir Panjang Road
#06-31, Mapletree Business City
Singapore 117440
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Private Placement of Ordinary Shares of Super X AI Technology Limited
and Warrants
On August 28, 2025, Super X AI Technology Limited,
a British Virgin Islands company (“the Company”), entered into certain private placement subscription agreements (collectively,
the “Agreements” and each individually, an “Agreement”) with certain institutional investors named thereto (the
“Purchasers” and each individually, a “Purchaser”).
Pursuant to the Agreements, the Company agreed
to issue and sell to each Purchaser, and each Purchaser agreed to subscribe for and purchase (each such agreement, a “Subscription”),
for cash in U.S. dollars (USD), an aggregate of 1,500,000 units consisting of (i) one ordinary share of the Company, no par value per
share (the “Ordinary Shares” and such shares, the “Shares”) and (ii) one-third of a warrant to purchase one Ordinary
Share of the Company (each, a “Purchaser Warrant,” and together with the Shares, the “Purchaser Units”), at a
fixed purchase price of USD 10.00 per Purchaser Unit, irrespective of fluctuations in market prices.
Each Purchaser’s Subscription was made on
the basis of the representations and warranties and subject to the terms and conditions set forth in the Agreements. Subject to the terms
thereof, each Subscription became effective upon its acceptance by the Company.
The Purchasers acknowledged that there is no minimum
subscription required in order to close any Subscription under the offering. The securities issued pursuant to each Agreement, including
the Shares and Purchaser Warrants, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws, and are therefore subject to restrictions on transfer. The Shares and Purchaser Warrants may
not be offered or sold by the Purchasers prior to the expiration of a six-month period from the closing date, except in compliance with
the safe harbor provisions of Regulation S under the Securities Act, pursuant to an effective registration statement, or an available
exemption from registration.
The Company completed its first closing of 360,000
Purchaser Units on September 9, 2025. On September 10, 2025, the Purchaser also exercised all of the 120,000 Purchaser Warrants in connection
with the first closing. As a result, the Company received approximately USD 4,800,000 from gross proceeds in the first closing and exercise
of the warrants held by such Purchaser, before deducting accountable expenses and other estimated expenses. As of the date of this Current
Report, the remaining portion of gross proceeds are pending completion, subject to the payment of the applicable consideration by the
Purchasers and satisfaction of closing conditions set forth in the respective Agreements. The Company plans to file an amended Current
Report upon closing of the remaining amount.
The Company plans to use the net proceeds from
this first closing to support the research, development, and production of AI servers, explore investment opportunities in the AI sector,
supplement its general working capital and general corporate purposes.
The foregoing are summaries of the Agreements
and Purchaser Warrants. They do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed
as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 6-K and are incorporated herein by reference.
Change of Address of Principal Executive Office
The registrant has changed the address of its
principal executive office from 3791 Jalan Bukit Merah, #09-03 E-Centre @ Redhill, Singapore 159471 to 30 Pasir Panjang Road, #06-31,
Mapletree Business City, Singapore 117440.
This Current Report shall not constitute an offer
to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Forward-Looking Statements:
This Current Report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Offering. All statements
other than statements of historical facts included in this Current Report are forward-looking statements. Forward-looking statements are
neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations
and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s
actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to
differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s
annual report on Form 20-F for the year ended June 30, 2024, filed with the U.S. Securities and Exchange Commission (the “Commission”)
on November 7, 2024, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update
any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Private Placement Subscription Agreement for Ordinary Shares and Purchaser Warrants |
| 10.2 |
|
Form of Warrant |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
Super X AI Technology Limited |
| |
|
|
| Date: September 10, 2025 |
By: |
/s/ Yu, Chun Kit |
| |
Name: |
Yu, Chun Kit |
| |
Title: |
Executive Director |
