[6-K] Super X AI Technology Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

SuperX AI Technology Limited announced a private placement of 3,300,000 units at US$12.08 per unit, each unit including one ordinary share and one-third of a warrant. The purchaser warrants are exercisable at US$12.08 per share immediately upon issuance and expire 12 months after issuance, with a 9.99% beneficial ownership cap on exercises.

The transaction is being conducted under Regulation S and the securities are unregistered under the Securities Act. Closing is expected in the week of October 27, 2025, subject to customary closing conditions. Gross proceeds are expected to be approximately US$39.9 million, with potential additional proceeds of US$13.3 million if all warrants are exercised in full. The company plans to fund AI server R&D and production, explore AI investments, and support working capital and general corporate purposes.

Insights

Equity Capital Markets Analyst

Neutral capital raise: cash in now, optionality via short-dated warrants.

SuperX AI is raising primary capital through 3.3 million Reg S units at US$12.08 per unit, each with one share and one-third warrant. Warrants are immediately exercisable at US$12.08 and expire after 12 months, which concentrates potential follow-on exercises within a defined window.

The filing states expected gross proceeds of US$39.9 million, with a further US$13.3 million possible upon full warrant exercise. A 9.99% beneficial ownership limit governs exercises, which can moderate single-holder concentration. Use of proceeds targets AI server R&D/production, AI sector investments, and general corporate needs.

Closing is expected in the week of October 27, 2025, subject to customary conditions. Actual warrant exercise and incremental proceeds depend on market conditions and holder decisions.

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.

1

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

2

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

3

FAQ

What did SuperX AI (SUPX) announce?

A private placement of 3,300,000 units at US$12.08 per unit, each with one share and one-third of a warrant.

How much cash will SUPX receive from the private placement?

Expected gross proceeds are approximately US$39.9 million, before expenses.

What additional proceeds are possible from warrant exercises?

Up to an additional US$13.3 million if all accompanying warrants are exercised in full.

What are the key warrant terms in the SUPX deal?

Warrants are immediately exercisable at US$12.08 per share, expire after 12 months, and include a 9.99% beneficial ownership cap.

When is the SUPX private placement expected to close?

Closing is expected in the week of October 27, 2025, subject to customary closing conditions.

How will SUPX use the proceeds?

To support AI server R&D and production, explore AI sector investments, and for working capital and general corporate purposes.

Under what exemption is the SUPX offering being conducted?

Under Regulation S; the securities are not registered under the Securities Act.