Business Context and Reporting Period
Company: SuperX AI Technology Limited (NASDAQ: SUPX)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Report Date: June 21, 2026 (Filed July 21, 2026)
Business Overview: SuperX is an AI infrastructure solutions provider headquartered in Singapore, offering proprietary hardware, software, and end-to-end services for AI data centers, including high-performance servers and liquid cooling solutions.
Key Financial Metrics and Capital Structure
Financing Transaction: Entered into a Convertible Note and Warrant Subscription Agreement with Mercuria Holdings (Singapore) Pte. Ltd.
Aggregate Principal: $26,895,000 USD (issued at par).
Interest Rate: SOFR (4.02163%) + 2.2% = ~6.22163% per annum (simple interest, payable at maturity).
Maturity: 12 months from Closing Date.
Conversion Terms: Conversion price of $8.15 per share; up to 3,300,000 ordinary shares issuable upon full conversion.
Warrant Terms: Warrants to purchase up to 1,100,000 ordinary shares at $8.15 per share; exercisable only after full conversion of notes.
Use of Proceeds: Not specifically designated; to be used for lawful purposes.
Other Metrics: The filing does not provide specific revenue, profit, cash flow, or existing debt figures for the reporting period.
Material Changes and Strategic Developments
- Strategic Partnership: Established a long-term global strategic partnership with Mercuria Asia (part of Mercuria Energy Group) to jointly develop AI data center infrastructure in Southeast and Central Asia, focusing on energy optimization and power resource allocation.
- Capital Raise: Secured $26.9 million in senior unsecured convertible debt financing.
- Share Reservation: Reserved 4,400,000 ordinary shares (3.3M for notes, 1.1M for warrants) protected from dilution by subsequent equity financings.
Guidance, Risks, and Management Commentary
Outlook: Management anticipates deepening cooperation in energy security and AI data center development to build a sustainable global AI infrastructure platform. The partnership aims to integrate energy solutions with AI computing power.
Risks and Contingencies:
- Closing Conditions: Closing is subject to customary conditions and expected within 20 business days of June 25, 2026.
- Forward-Looking Risks: Potential delays in project construction, volatile global energy prices, regulatory shifts, intense competition, manufacturing scaling challenges, and foreign investment approval risks.
- Most Favored Nation (MFN): The agreement includes MFN protection; if the Company issues more favorable convertible securities to other investors, the Purchaser may elect to receive those terms.
- Transfer Restrictions: Notes and warrants are subject to a 9.99% beneficial ownership limitation (expandable to 19.99% with notice) and transfer restrictions requiring Company consent for non-affiliates.
Investor Verification Checklist
- Verify the actual closing date of the $26.9 million convertible note financing.
- Confirm the current share count to assess the dilution impact of the 4.4 million reserved shares.
- Monitor the status of the strategic partnership with Mercuria Asia for specific project milestones or revenue recognition.
- Review future filings for any "more favorable" terms issued to other investors that could trigger the MFN clause.
- Check for any updates on the specific use of proceeds once designated by management.