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 October 2025
Commission
File Number: 001-42013
SuperX
AI Technology Limited
(Translation
of registrant’s name into English)
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 SuperX AI Technology Limited and Warrants
On
October 24, 2025, SuperX AI Technology Limited, a British Virgin Islands company (“the Company”), entered into a private
placement subscription agreement (the “Agreement”) with a certain institutional investor named thereto (the “Purchaser”).
Pursuant
to the Agreement, the Company agreed to issue and sell to the Purchaser, and the Purchaser agreed to subscribe for and purchase, for
cash in U.S. dollars, an aggregate of 3,300,000 units, each unit 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 US$12.08 per Purchaser Unit, irrespective of fluctuations in market prices (the “Private Placement”) .
The Purchaser Warrants are exercisable for Ordinary Shares at an exercise price of US$12.08 per share immediately upon issuance until
12 months after the issuance, except that a holder will not be entitled to exercise any portion of the Purchaser Warrants, which, upon
giving effect to such exercise would cause the holder (together with its affiliates and attribution parties) to beneficially own more
than 9.99% of the Company’s Ordinary Shares that would be issued and outstanding following such exercise (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended).
The
Agreement contains customary representations, warranties and agreements by the Company and the Purchaser and customary conditions to
closing. The Private Placement is expected to close on in the week of October 27, 2025, subject to satisfaction of customary closing
conditions.
The
securities are being offered and sold by the Company in the Private Placement pursuant to the safe harbor from registration requirements
provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) and have not been registered
under the Securities Act, or applicable state securities laws. These securities may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements.
The
aggregate gross proceeds to the Company from the Private Placement are expected to be approximately US$39.9 million, with the potential
to increase by an additional US$13.3 million if all accompanying warrants are exercised in full, in each case before deducting accountable
expenses and other estimated expenses. 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, supplement its general working capital
and general corporate purposes.
The
foregoing are summaries of the Agreement and Purchaser Warrant. They do not purport to be complete and are subject to, and qualified
in their entirety by, the form of the Agreement and the form of Purchaser Warrant filed as Exhibit 10.1 and Exhibit 4.1 to this
Current Report on Form 6-K and incorporated herein by reference. The representations, warranties and covenants contained in the Agreement
were made only for the purpose of such agreement and as of specific dates, were solely for the benefit of the parties to the Agreement
and may be subject to limitations agreed upon by the contracting parties. On October 24, 2025, the Company issued a press release announcing
the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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. All statements other than statements of historical facts included in
this Current Report are forward-looking statements. Forward-looking statements include, but are not limited to, express or implied statements
regarding expectations, hopes, beliefs, intentions or strategies of the Company regarding the future including, without limitation, express
or implied statements regarding: the expected completion of the Private Placement, the potential full exercise of the Purchaser Warrants
and the additional proceeds therefrom. 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. You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as “may,” “should,” “expects,”
“anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,”
“predicts,” “potential,” or “hopes” or the negative of these or similar terms. Forward-looking statements
are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties
may emerge from time to time, and it is not possible to predict all risks and uncertainties. The Company’s actual results
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 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. Except as required by law, 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.
EXHIBITS
INDEX
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Purchaser Warrants |
| 10.1 |
|
Form of Private Placement Subscription Agreement for Ordinary Shares and Purchaser Warrants |
| 99.1 |
|
Press Release dated October 24, 2025 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
October 24, 2025 |
SuperX
AI Technology Limited |
| |
|
|
| |
By: |
/s/
Yu Chun Kit |
| |
Name:
|
Yu
Chun Kit |
| |
Title: |
Executive
Director |
