SIMPPLE LTD. — Capital/Financing Update 2026

Jan 2, 2026

6-K 1 form6-k.htm 6-K

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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 January, 2026

Commission File Number: 001-41798

SIMPPLE LTD.

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(Registrant’s Name)

71 Ayer Rajah Crescent

#03-07

Singapore 139951

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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Item 1.01. Entry into a Material Definitive Agreement.

Private Placement in December

On December 1, 2025, SIMPPLE LTD. (“we,” “our,” “us,” or the “Company”), entered into a series of securities purchase agreement (the “Purchase Agreements”) with seven purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a private offering (the “Private Placement”), an aggregate of $2,099,992 of securities, consisting of 913,040 ordinary shares of the Company, par value $0.0008 per share. The Private Placement Closed on December 31, 2025.

The Purchase Agreement contained customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The foregoing summary of the Purchase Agreements do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 99.1, respectively, to this Report on Form 6-K, which are incorporated herein by reference.

Exhibit Index

| Exhibit
Number | Description |
| --- | --- |
| 99.1 | Form of Securities Purchase Agreement |

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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.

| SIMPPLE LTD. — By: | /s/
Kelvin Lee |
| --- | --- |
| Name: | Kelvin Lee |
| Title: | Executive Chairman and Director |

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