UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 AND 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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 ☐
Date
of Report: June 21, 2026
I.
Material Events Disclosed
On
June 25, 2026, SuperX AI Technology Limited (the “Company”) entered into two material corporate transactions:
| 1. | Entered
into a Convertible Note and Warrant Subscription Agreement (the “Subscription Agreement”)
with Mercuria Holdings (Singapore) Pte. Ltd. (the “Purchaser”), for the issuance
of $26,895,000 aggregate principal senior unsecured convertible notes and warrants to acquire
up to 1,100,000 ordinary shares; |
| 2. | Established
a long-term global strategic partnership with Mercuria Asia (“Mercuria”), the
Asia Pacific platform of Mercuria Energy Group, one of the world’s largest independent
energy and commodities groups, headquartered in Geneva, Switzerland, to jointly develop AI
data center infrastructure across Southeast Asia and Central Asia. |
II.
Strategic Partnership with Mercuria Asia (Incorporated Press Release Core Disclosure)
SuperX
and Mercuria announced the establishment of a strategic partnership. The two parties will draw on their respective strengths in global
energy, power optimization, capital deployment, and AI data center technology to pursue in-depth cooperation in global AI infrastructure
development, jointly advancing the integration of energy solutions and AI infrastructure.
The
parties will focus on global AI data center development, optimized allocation of power resources, and innovation in energy management,
exploring new models of synergistic development among energy, technology, and capital to deliver efficient, reliable, and sustainable
global AI computing infrastructure solutions, providing long-term support for the continued growth of the global AI industry.
SuperX
holds leading advantages in full-stack AI data center technology, global deployment, and operations. Mercuria possesses a worldwide energy
network, capabilities in power optimization and price risk management, structured financing expertise, and extensive experience in energy
asset investment and operations. The complementary strengths of both parties establish a solid foundation for long-term cooperation.
Looking
ahead, the two parties will deepen cooperation in energy security, AI data center development, and global computing infrastructure, driving
the integration of energy and computing power to build an efficient, reliable, and sustainable global AI infrastructure platform that
supports the long-term growth of the global AI industry.
Mercuria
is committed to creating value across the global energy and commodities value chain. Mercuria continuously invests in innovative companies
and technologies, strengthens long-term energy security, and optimizes resource allocation through its global network to meet growing
energy demand. This partnership with SuperX marks an important step in extending Mercuria’s global energy capabilities into the
AI era, and reflects its continued commitment to future infrastructure and long-term growth industries.
III.
Key Terms of the Convertible Notes
Aggregate
Principal Amount: USD 26,895,000, issued at par.
Maturity:
12 months from the Closing Date. If not converted or repaid prior to the Maturity Date, the Company shall repay all outstanding principal
together with accrued and unpaid interest in cash.
Interest
Rate: SOFR rate applicable on the date of the Agreement (4.02163%, being the SOFR rate as of June 18, 2026) plus 2.2% per annum (an all-in
fixed rate of approximately 6.22163%), calculated on a simple interest basis using the Actual/365 day-count convention. Interest is payable
in cash in arrears on the Maturity Date, any early redemption date or any conversion date, with no periodic interest payments.
Conversion
Price: USD 8.15 per Ordinary Share, subject to standard anti-dilution adjustments for stock splits, stock dividends, combinations, recapitalizations,
and similar structural events (but not for subsequent equity financings).
Conversion
Right: The Purchaser may exercise a one-time conversion right at any time prior to the Maturity Date, upon at least 5 Business Days’
prior written notice. Upon exercise, all outstanding principal must be converted in full (partial conversion is not permitted). Upon
conversion, accrued but unpaid interest shall be paid in cash (or, at the Company’s election with the Purchaser’s consent,
added to the conversion amount or paid in Ordinary Shares).
Ordinary
Shares Issuable: Up to 3,300,000 Ordinary Shares upon full conversion of the Notes (subject to proportionate increase to the extent accrued
but unpaid interest is added to the conversion amount and settled in Ordinary Shares).
Ranking:
The Notes rank pari passu with all other senior unsecured indebtedness of the Company.
Transfer
Restrictions: The Notes may be transferred to affiliates of the Purchaser (Mercuria group entities) without the Company’s consent.
Transfers to non-affiliates require the Company’s prior written consent (not to be unreasonably withheld). Notes and Warrants must
be transferred together in a 3:1 ratio. Any permitted transferee must expressly assume all of the Purchaser’s obligations under
the Subscription Agreement and remains subject to the 9.99% beneficial ownership limitation.
Most
Favored Nation: Under Section 10.9 of the Subscription Agreement, from the date of the Subscription Agreement until no Notes remain outstanding,
if the Company issues or sells to any other investor convertible notes, debentures, warrants or other securities convertible into or
exercisable for Ordinary Shares on terms that, taken as a whole, are more favorable to that investor than the terms of the Notes and
the Warrants are to the Purchaser (including as to conversion or exercise price, interest rate, maturity, anti-dilution protection, redemption,
registration rights or ranking), the Company must promptly notify the Purchaser in writing and, at the Purchaser’s election, the
Subscription Agreement will be deemed amended to afford the Purchaser the benefit of those more favorable terms. This most favored nation
protection does not apply to issuances under an equity incentive plan approved by the Company’s board of directors or to bona fide
commercial bank or equipment financings that are not convertible into Ordinary Shares. This protection is economically material because
the Conversion Price and the Exercise Price are not otherwise subject to adjustment for subsequent equity financings.
IV.
Key Terms of the Warrants
Warrant
Shares: Warrants to purchase up to 1,100,000 Ordinary Shares (representing a warrant coverage ratio of 1/3 of the aggregate number of
Ordinary Shares issuable upon full conversion of the Notes).
Exercise
Price: USD 8.15 per Ordinary Share, subject to the same anti-dilution adjustments as the Conversion Price.
Warrant
Issuance Date: The Warrants shall be issued on the date upon which all Notes are converted into Ordinary Shares in full. Because the
Warrants are issuable only on the Warrant Issuance Date (that is, upon full conversion of the Notes), no Warrants will be issued if the
Notes are instead repaid in cash at maturity without having been converted.
Exercise
Period: 2 years from the Warrant Issuance Date. The Purchaser may exercise the Warrants a maximum of 3 times in aggregate during the
Exercise Period.
Exercise
Method: Cash exercise only. No cashless or net exercise is permitted.
Beneficial
Ownership Limitation: The Warrants are subject to a beneficial ownership limitation of 9.99% of the outstanding Ordinary Shares, which
the Purchaser may, upon not less than 61 days’ prior written notice to the Company, increase or decrease to the Maximum Percentage
not exceeding 19.99%.
V.
Use of Proceeds
The
Company has not designated any specific use for the net proceeds at this time. The Company shall use the net proceeds only for lawful
purposes.
VI.
Offering Exemption
The
Notes and Warrants are being offered and sold in reliance on the exemption from registration provided by Regulation S under the Securities
Act of 1933, as amended (the “Securities Act”). The Purchaser is not a “U.S. Person” as defined in Regulation
S, and the transaction constitutes an “offshore transaction” within the meaning of Regulation S. The Notes, the Warrants,
and the Ordinary Shares issuable upon conversion of the Notes or exercise of the Warrants may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
VII.
Share Reservation
The
Company has reserved 4,400,000 Ordinary Shares for issuance in connection with the Subscription Agreement and related financing, comprising
3,300,000 Ordinary Shares issuable upon conversion of the Notes and 1,100,000 Ordinary Shares issuable upon exercise of the Warrants.
The Company has further covenanted that these reserved shares will be protected from, and will not be diluted, displaced or preempted
by, any subsequent equity financings, stock issuances or corporate reorganizations.
VIII.
Closing
The
closing of the Subscription Agreement is subject to customary conditions set forth in the agreement and is expected to occur remotely
via exchange of documents no later than the 20th Business Day following June 25, 2026. “Business Day” means any day other
than a Saturday, Sunday, or a day on which commercial banks in New York City, Hong Kong, or Singapore are authorized or required to close.
Completion of the closing will formalize Mercuria’s capital investment into the Company and fully activate the commercial cooperation
terms under the global strategic partnership.
IX.
Governing Law
The
Convertible Note and Warrant Subscription Agreement is governed by the laws of the State of New York.
X.
About SuperX AI Technology Limited (NASDAQ: SUPX)
SuperX
AI Technology Limited is an AI infrastructure solutions provider, offering a comprehensive portfolio of proprietary hardware, advanced
software, and end-to-end services for AI data centers. The Company’s services include advanced solution design and planning, cost-effective
infrastructure product integration, and end-to-end operations and maintenance. Its core products include high-performance AI servers,
800 Volts Direct Current (800VDC) solutions, high-density liquid cooling solutions, as well as AI cloud and AI agents. Headquartered
in Singapore, the Company serves institutional clients globally, including enterprises, research institutions, and cloud and edge computing
deployments. For more information, please visit www.superx.sg.
XI.
About Mercuria
Mercuria
Asia is the Asia Pacific platform of Mercuria Energy Group, one of the world’s largest independent energy and commodities groups.
Headquartered in Singapore, Mercuria Asia leads the Group’s regional energy trading, investment, and infrastructure activities
across Asia Pacific. The Group, founded in Geneva, Switzerland, operates globally across the energy value chain, including crude oil
and refined products, natural gas and LNG, power, renewable energy, metals, and carbon markets, and is recognized for its strong focus
on risk management, compliance, and operational excellence, and for its investment in energy solutions that support global energy security
and the energy transition. For more information, please visit http://www.mercuria.com./.
XII.
Safe Harbor Statement
This
Form 6-K filing and the incorporated press release contain forward-looking statements within the meaning of U.S. securities laws. Words
such as “expects,” “plans,” “anticipates,” “potential,” “will,” “target,”
“projected” and similar expressions identify forward-looking statements, which are based on management’s current expectations,
estimates and projections about future events, including the timely closing of the convertible note financing, market demand for sustainable
AI compute infrastructure, technological competitiveness and global business expansion.
Forward-looking
statements involve known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements
to differ materially from those projected, including but not limited to delays to project construction timelines, volatile global energy
prices, shifting cross-border regulatory and ESG policies, intense industry competition, challenges scaling proprietary hardware manufacturing,
foreign investment approval risks, fluctuations in exchange rates and general macroeconomic headwinds. All forward-looking statements
speak only as of the date of this filing. The Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, subsequent events or otherwise. Investors are cautioned not to place undue reliance on these
forward-looking statements.
XIII.
General Disclaimer
This
disclosure is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. The securities described herein have not been, and will not be,
registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements.
EXHIBITS INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release |
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.
| |
SuperX AI Technology Limited |
| |
|
| Date: July 21, 2026 |
By: |
/s/ Guili Miao |
| |
|
Name: |
Guili Miao |
| |
|
Title: |
Executive Director |
Exhibit 99.1
SuperX and Mercuria Asia Forge
Strategic Partnership to Build Innovative AI Infrastructure Ecosystem
SINGAPORE, July 21, 2026 /PRNewswire/ -- SuperX AI Technology
Limited (NASDAQ: SUPX, hereinafter referred to as “SuperX”) and Mercuria Asia (hereinafter referred to as “Mercuria”),
the Asia Pacific platform of Mercuria Energy Group today announced the establishment of a strategic partnership. As part of this partnership,
Mercuria Asia has made a strategic investment in SuperX through a convertible note and warrant subscription agreement. The two parties
will draw on their respective strengths in global energy, power optimization, capital deployment, and AI data center technology to pursue
in-depth cooperation in global AI infrastructure development, jointly advancing the integration of energy solutions and AI infrastructure.
The parties will focus on global AI data center development,
optimized allocation of power resources, and innovation in energy management, exploring new models of synergistic development among energy,
technology, and capital to deliver efficient, reliable, and sustainable global AI computing infrastructure solutions, providing long-term
support for the continued growth of the global AI industry.
Dr. Huang Chenhong, Chairman and Chief Executive
Officer of SuperX, commented: “This long-term strategic partnership with Mercuria represents a significant milestone in
SuperX’s global expansion. The core long-term challenge for the AI computing power industry lies in electricity costs and low-carbon compliance
pressures. Mercuria’s global energy network, asset management expertise, and structured energy solutions precisely address our key gaps.
Our collaboration will accelerate the implementation of overseas projects in Indonesia, Japan, Thailand, and other regions, while establishing
differentiated advantages in green computing power and continuously enhancing the company’s long-term profitability and investment value.
Building on this partnership, we will deliver more cost-competitive and sustainable AI factory solutions to customers worldwide.”
Mr. Jin Han, Board Member of Mercuria Group and Chief
Executive Officer of Mercuria Asia, stated: “AI infrastructure is becoming a vital conduit for the integrated development
of the global energy system and the digital economy. As AI advances rapidly, global computing power demand continues to surge, placing
higher demands on stable, low-cost, and sustainable energy supplies while creating new opportunities in energy management, power trading,
and infrastructure investment.
Mercuria has long focused on infrastructure investments
that enhance global energy efficiency and resource allocation. Investing in AI infrastructure is both an important practice in advancing
Mercuria’s energy strategy and a key direction in positioning for the future energy ecosystem. Our focus extends beyond computing power
itself to the long-term industrial value created by the deep integration of energy and AI.”
SuperX holds leading advantages in full-stack AI data center
technology, global deployment, and operations. Mercuria possesses a worldwide energy network, capabilities in power optimization and price
risk management, structured financing expertise, and extensive experience in energy asset investment and operations. The complementary
strengths of both parties establish a solid foundation for long-term cooperation.
Looking ahead, the two parties will deepen cooperation in
energy security, AI data center development, and global computing infrastructure, driving the integration of energy and computing power
to build an efficient, reliable, and sustainable global AI infrastructure platform that supports the long-term growth of the global AI
industry.
Mercuria is committed to creating value across the global
energy and commodities value chain. The company continuously invests in innovative companies and technologies, strengthens long-term energy
security, and optimizes resource allocation through its global network to meet growing energy demand. This partnership with SuperX marks
an important step in extending Mercuria’s global energy capabilities into the AI era, and reflects its continued commitment to future
infrastructure and long-term growth industries.
About SuperX AI Technology Limited (NASDAQ: SUPX)
SuperX AI Technology Limited is a provider of AI infrastructure
solutions, offering AI data centers a comprehensive portfolio that includes proprietary hardware, advanced software, and end-to-end services.
The company’s offerings encompass advanced solution design and planning, cost-effective infrastructure product integration, and end-to-end
operations and maintenance. Its core products include high-performance AI servers, 800-volt direct current (800VDC) solutions, high-density
liquid cooling solutions, as well as AI cloud services and AI agents. Headquartered in Singapore, SuperX serves institutional clients
globally, including enterprises, research institutions, and cloud and edge computing deployments. For more information, please visit www.superx.sg.
About Mercuria
Mercuria Asia is the Asia Pacific platform of Mercuria Energy
Group, one of the world’s largest independent energy and commodities groups. Headquartered in Singapore, Mercuria Asia leads the Group’s
regional energy trading, investment, and infrastructure activities across Asia Pacific. The Group, founded in Geneva, Switzerland, operates
globally across the energy value chain, including crude oil and refined products, natural gas and LNG, power, renewable energy, metals,
and carbon markets, and is recognized for its strong focus on risk management, compliance, and operational excellence, and for its investment
in energy solutions that support global energy security and the energy transition.
Safe Harbor Statement
This press release may contain forward-looking statements.
In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking
statements on our expectations and projections about future events, which we derive from the information currently available to us. 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. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the
direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our
business. These and other factors may cause our actual results to differ materially from any forward-looking statement.
Forward-looking statements are only predictions. The reader
is cautioned not to rely on these forward-looking statements. The forward-looking events discussed in this press release, including delivery
schedules, production capacity, and other statements made from time to time by us or our representatives, may not occur, and actual events
and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly
update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed
in this press release and other statements made from time to time by us or our representatives might not occur.
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