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
Between October 24 and 30, 2025, SuperX
AI Technology Limited, a British Virgin Islands company (“the Company”), entered into multiple private placement subscription
agreements (the “Agreements”) with several institutional investors named thereto (the “Purchasers”).
Pursuant to the Agreement, the Company agreed
to issue and sell to the Purchasers, and the Purchasers agreed to subscribe for and purchase, for cash in U.S. dollars (USD), an aggregate
of 10,900,000 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 an average purchase price of US$12.18 per Purchaser
Unit, irrespective of fluctuations in market prices (the “Private Placement”). The Purchaser Warrants are exercisable for
Ordinary Shares at an average exercise price of US$12.18 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 holders (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 Agreements 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 November 24, 2025, subject to satisfaction of customary closing conditions. As of the date of the filing, 400,000 Ordinary Shares have been issued pursuant to the Agreements and the Company has received US$4,896,000
in gross proceeds.
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$132.7 million, with the potential to increase by an additional US$44.2 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 30, 2025 |
By: |
/s/ Yu, Chun Kit |
| |
Name: |
Yu, Chun Kit |
| |
Title: |
Executive Director |
