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.
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 |
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 |
