UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to     

Commission file number: 001-42013

SUPERX AI TECHNOLOGY LIMITED

(Exact name of Registrant as specified in its charter)

British Virgin Islands 

(Jurisdiction of incorporation or organization)

30 Pasir Panjang Road

#06-31, Mapletree Business City

Singapore 117440

(Address of principal executive offices)

Guili Miao 

Deputy Chief Executive Officer, Chief Financial Officer and Executive Director

30 Pasir Panjang Road

#06-31, Mapletree Business City

Singapore 117440

Telephone: +65 6493 0066

Email: julia.miao@superx.sg

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 43,984,329 Ordinary Shares, no par value, outstanding as of June 30, 2026 (excluding 2,051,899 Ordinary Shares held as treasury shares).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

Table of Contents

INTRODUCTION

Except where the context otherwise requires and for purposes of this annual report only the term:

Unless the context specifically states, or implies otherwise, references in this Annual Report on Form 20-F to “we”, “us”, “our” and the “Company” refer to SuperX AI Technology Limited and its subsidiaries. A list of our subsidiaries and joint ventures as of June 30, 2026, including the jurisdiction of incorporation of each entity and our ownership or equity interest in it, is filed as Exhibit 8.1 to this annual report. In this annual report, we refer to certain of our subsidiaries as follows:

SUPX is a holding company with operations conducted principally in Japan, Singapore and the United States through its operating subsidiaries in Japan (SuperX Japan, using Japanese yen), Singapore (SuperX Industries, SuperX Singapore and SuperX MicroInference, using U.S. dollars and Singapore dollars) and the United States (SuperX USA, using U.S. dollars). Our subsidiaries in China use Renminbi, and our investment holding subsidiary SuperX Enterprise uses Singapore dollars. Our reporting currency is the U.S. dollar. The functional currency of SuperX AI Technology Limited, the parent company, is the U.S. dollar. This annual report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Assets and liabilities are translated into U.S. dollars at the closing rate of exchange as of the balance sheet dates, the statement of income is translated using average rate of exchange in effect during the reporting periods, and the equity accounts are translated at historical exchange rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The exchange rates used to translate amounts denominated in other currencies are set out in Note 2 to our consolidated financial statements included elsewhere in this annual report. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. No representation is made that amounts denominated in other currencies could have been, or could be, converted, realized or settled into U.S. dollars at such rates, or at any other rate.

We obtained the industry and market data used in this annual report or any document incorporated by reference from industry publications, research, surveys and studies conducted by third parties and our own internal estimates based on our management’s knowledge and experience in the markets in which we operate. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report.

This annual report contains references to trademarks, trade names and partner program designations of other companies, which are the property of their respective owners. Our use or display of other companies’ trademarks, trade names or partner program designations is not intended to imply a relationship with, or an endorsement or sponsorship of us or of our joint ventures by, any of those companies.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which we intend to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. You can identify forward-looking statements by terms such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this annual report. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Forward-looking statements in this annual report include, among others, statements relating to:

You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Item 3. Key Information - 3.D. Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information - 3.D. Risk Factors.” Those risks are not exhaustive.

We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable for annual reports on Form 20-F.

Item 2. Offer Statistics and Expected Timetable

Not applicable for annual reports on Form 20-F.

Item 3. Key Information

Our Holding Company Structure

SuperX AI Technology Limited (formerly known as “Super X AI Technology Limited” and “Junee Limited”) was incorporated on August 25, 2021 as a BVI business company limited by shares under the laws of the BVI. The Company is authorized to issue an unlimited number of Ordinary Shares of no par value per share. On June 2, 2025, SuperX effected a rebrand, changing its company name from “Junee Limited” to “Super X AI Technology Limited” and changing its principal business to AI infrastructure solutions. On October 10, 2025, we effected a further change of our company name from “Super X AI Technology Limited” to “SuperX AI Technology Limited.” The name changes were effected pursuant to resolutions of our board of directors and the filing of a notice of change of name with the Registrar of Corporate Affairs of the British Virgin Islands. On October 20, 2025, we adopted an amended and restated memorandum and articles of association. SuperX is a holding company and does not engage in any business operations itself. Through our subsidiaries, we provide AI infrastructure solutions, including AI servers and related IT equipment, related deployment, warranty and maintenance services, and AI cloud computing and AI model API services. For a description of our corporate history and structure, see “Item 4. Information on the Company - 4.A. History and Development of the Company” and “4.C. Organizational Structure.”

Transfers of Cash between Our Company and Our Subsidiaries

Our management monitors the cash position of each entity within our organization regularly. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by our board of directors, we will enter into an inter-company loan or facility for the subsidiaries.

For SUPX to transfer cash to its subsidiaries, SUPX is permitted under the laws of British Virgin Islands to provide funding to its subsidiaries through loans or capital contributions without restrictions on the amount of the funds. During the fiscal years ended June 30, 2026 and 2025, SUPX transferred cash of $95,944,304 and $19,327,390, respectively, to its subsidiaries.

Our subsidiaries are permitted under the laws of the jurisdictions in which they are incorporated to provide funding to SUPX, the holding company incorporated in the British Virgin Islands, through dividend distribution or payments, subject to the restrictions described below.

Under the BVI Act, SUPX may make a distribution to its shareholders only if, immediately after the distribution, the value of its assets exceeds its liabilities and it is able to pay its debts as they fall due. Distributions by our subsidiaries to SUPX are subject to the laws of the jurisdictions in which they are incorporated. Under the Companies Act 1967 of Singapore, a Singapore company may pay dividends only out of its profits. Under the Companies Act of Japan, a Japanese stock company (kabushiki kaisha) may make distributions only up to its distributable amount, which is broadly its surplus, and must set aside as a legal reserve one tenth of the amount of each distribution until its legal reserves reach one quarter of its stated capital. Under the Nevada Revised Statutes, a Nevada corporation may not make a distribution if, after giving it effect, the corporation would not be able to pay its debts as they become due in the usual course of business or its total liabilities would exceed its total assets. Our subsidiaries in mainland China, which do not generate revenue and are not a source of cash for the Company as of June 30, 2026, are subject to local foreign exchange control, statutory reserve and withholding tax rules on distributions. Other than the above, we did not adopt or maintain any cash management policies and procedures as of June 30, 2026.

The following describes the dividends and distributions made by our subsidiaries. SUPX had not made any dividends or distributions to U.S. investors as of June 30, 2026.

There were no dividends or distributions made by our subsidiaries to SUPX during the fiscal years ended June 30, 2024, 2025 and 2026. SUPX did not make any dividends or distributions to U.S. investors during the fiscal years ended June 30, 2024, 2025 and 2026.

For SUPX to pay dividends to its shareholders, subject to the BVI Act and our Amended Memorandum and Articles of Association, our board of directors may authorize and declare a dividend to shareholders from time to time if, immediately after the dividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. There is no further British Virgin Islands statutory restriction on the amount of funds which may be distributed by us in the form of dividends.

See “Item 8. Financial Information - 8.A. Consolidated Statements and Other Financial Information - Dividend Policy” and “Item 3. Key Information - 3.D. Risk Factors - Risks Relating to Our Corporate Structure - We are a holding company and rely on dividends and other distributions from our subsidiaries, and restrictions on the ability of our subsidiaries to make distributions to us could adversely affect our ability to conduct our business.”

Enforceability of Civil Liabilities

SUPX was incorporated under the laws of the British Virgin Islands with limited liability. We chose to incorporate SUPX in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for you to a lesser extent. In addition, British Virgin Islands companies may not have the standing to sue before the federal courts of the United States.

While we conduct certain operations in the United States through our wholly-owned U.S. subsidiary, SuperX USA, SUPX, the parent company, and our other subsidiaries are separate legal entities. Consequently, it may be difficult for investors to effect service of process within the United States upon us (as the parent company) or upon our non-U.S. directors and executive officers. Furthermore, any judgment obtained in a U.S. court against our U.S. subsidiary, may not be enforceable against us or any of our assets located outside the United States. It may also be difficult for investors to enforce judgments obtained in U.S. courts against us or our non-U.S. directors and officers, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws, in courts outside the United States.

Dr. Chenhong Huang, Mr. Roy Rong and Mr. Shen Pao Hua Paul are U.S. citizens, and Mr. Rong and Mr. Shen reside in the United States. Our other directors and officers are nationals or residents of jurisdictions other than the United States, and a substantial portion of their assets is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons or to enforce against us or them, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

We have been advised by our counsel as to British Virgin Islands law that the United States and the British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, may not be enforceable in the British Virgin Islands. We have also been advised by our counsel as to British Virgin Islands law that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt at common law in the High Court of the British Virgin Islands.

There is no treaty between the U.S. and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. In making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in Singapore unless procured by fraud, or if the proceedings in which such judgment was obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws.

We have been advised by our counsel as to Japanese law that there is no treaty between the United States and Japan providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters, and that a final and conclusive judgment of state and federal courts of the United States for a definite sum of money may be recognized and enforced by a Japanese court without re-examination of the merits under Article 118 of the Code of Civil Procedure of Japan and Article 24 of the Civil Execution Act of Japan if the jurisdiction of the court is recognized under Japanese law, the defendant was served with process otherwise than by public notice or appeared in the proceedings, the judgment and the proceedings in which it was obtained are not contrary to public policy in Japan, and reciprocity exists between Japan and the jurisdiction of the rendering court. Japanese courts determine these conditions case by case, and judgments awarding punitive damages have been held to be contrary to Japanese public policy and unenforceable in Japan.

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable for annual reports on Form 20-F.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable for annual reports on Form 20-F.

3.D. Risk Factors

Risk Factor Summary

You should carefully consider all of the information in this annual report before making an investment in our Ordinary Shares. Below please find a summary of the principal risks and uncertainties we face, organized under relevant headings.

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:

Risks Relating to Our Corporate Structure

Risks Relating to Our Business and Industry