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
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 (USD), 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 USD 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 give 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 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 this 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 Warrants. They do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as
Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 6-K and are 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..
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form
of Private Placement Subscription Agreement for Ordinary Shares and Purchaser Warrants |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
SuperX AI Technology Limited |
| |
|
|
| Date: October 24, 2025 |
By: |
/s/ Yu, Chun Kit |
| |
Name: |
Yu, Chun Kit |
| |
Title: |
Executive Director |
