Super X AI (NASDAQ: SUPX) private placement raises $29M cash for AI growth

Rhea-AI Filing Summary

Super X AI Technology Limited completed a private placement of ordinary shares and warrants to four institutional purchasers. Three purchasers bought units priced at USD 9.369 each, with each unit consisting of one ordinary share and one-third of a warrant to purchase an additional ordinary share. A fourth purchaser bought ordinary shares alone at the same price per share.

In total, the company issued 3,100,000 ordinary shares, including 900,000 shares issued without any warrants, and 733,333 purchaser warrants, raising $29,043,900 in gross proceeds. The securities were sold in an unregistered offering and are restricted from resale for six months, except under Regulation S, an effective registration statement, or another exemption. The company plans to use the net proceeds to fund research, development, and production of AI servers, pursue investment opportunities in the AI sector, and strengthen general working capital.

Insights

Equity capital markets analyst

SUPX raises $29M in a private, restricted share and warrant deal.

Super X AI Technology Limited completed a cash private placement involving units of ordinary shares plus fractional warrants, alongside a separate share-only tranche at the same USD 9.369 price. The structure mixes immediate equity issuance with additional potential dilution through 733,333 purchaser warrants tied to the units.

The transaction generated gross proceeds of $29,043,900, giving the company additional capital without going through a public offering process. The unregistered nature of the securities and six-month transfer restrictions mean the new holders have limited near-term liquidity, which can temper immediate secondary selling pressure.

The company plans to direct the net proceeds toward research, development, and production of AI servers, investment opportunities in the AI sector, and general working capital. The actual impact will depend on how efficiently these funds are deployed into AI-related projects and whether warrant exercises later add further capital alongside increased share count.

Form 6-K: How Foreign Companies Report to the SEC →

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 August 2025

Commission File No. 001-42013

Super X AI Technology Limited

(Translation of registrant’s name into English)

3791 Jalan Bukit Merah

#09-03 E-Centre @ Redhill

Singapore 159471

(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 (the “Company”) and Warrants

On July 30, August 1 and August 4, 2025, the Company entered into certain private placement subscription agreements (collectively, the “Agreements” and each individually, an “Agreement”) with four purchasers (the “Purchasers” and each individually, a “Purchaser”).

Pursuant to the Agreements, three of the Purchasers agreed to subscribe for and purchase, for cash in U.S. dollars (USD), units consisting of one ordinary share of the Company, no par value per share (“Ordinary Shares”), together with one-third of a warrant to purchase one Ordinary Share of the Company (each, a “Purchaser Warrant”) (such units, the “Purchaser Units”) at a fixed purchase price of USD 9.369 per Purchaser Unit (the “Unit Price”), irrespective of fluctuations in market prices. One Purchaser subscribed solely for Ordinary Shares at the same fixed price of USD 9.369 per Ordinary Share, without receiving any Purchaser Warrants.

Each Purchaser’s agreement to purchase (a “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 in the private placement 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 Ordinary 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.

Pursuant to the Agreements, the Company sold an aggregate of 3,100,000 Ordinary Shares (of which 900,000 Ordinary Shares were issued without any Purchaser Warrants) and 733,333 Purchaser Warrants, and received $29,043,900 in gross proceeds from such sale. The Company plans to use the net proceeds from the private placement to support the research, development, and production of AI servers, explore investment opportunities in the AI sector, and supplement its general working capital.

For more details of the transaction, please refer to copies of the form of the Agreements and Purchaser Warrants, which are filed as exhibits to this report on Form 6-K and are incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Private Placement Subscription Agreement for Ordinary Shares and Purchaser Warrants
10.2		Form of Private Placement Subscription Agreement for Ordinary Shares
10.3		Form of Warrant

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 22, 2025	By:	/s/ Yu Chun Kit
	Name:	Yu Chun Kit
	Title	Executive Director

3

FAQ

What did Super X AI Technology Limited (SUPX) announce in this report?

The company completed a private placement, issuing 3,100,000 ordinary shares and 733,333 purchaser warrants, raising $29,043,900 in gross proceeds.

What was the price per share or unit in the SUPX private placement?

Each purchaser unit and each ordinary share sold alone was priced at USD 9.369.

How were the units structured in the Super X AI (SUPX) private placement?

Each unit consisted of one ordinary share plus one-third of a warrant to purchase one additional ordinary share of the company.

Were all Super X AI (SUPX) purchasers issued warrants?

No. Three purchasers received units with shares and warrants, while one purchaser subscribed solely for ordinary shares at the same price without warrants.

Are the new SUPX shares and warrants freely tradable immediately?

No. The ordinary shares and purchaser warrants were sold in an unregistered offering and generally cannot be offered or sold for six months, except under Regulation S, an effective registration statement, or another exemption.

How will Super X AI (SUPX) use the proceeds from the private placement?

The company plans to use the net proceeds to support research, development, and production of AI servers, explore investment opportunities in the AI sector, and supplement general working capital.