Linkage Global Inc. Signs Non-Binding Letter of Intent to Acquire On‑Chain Asset Management Solutions Provider Cicada Tech Limited

Rhea-AI Summary

Linkage Global (NASDAQ: LGCB) entered a non-binding Letter of Intent to potentially acquire Cicada Tech for an aggregate $60 million, consisting of $3 million cash and the remainder in Linkage Global class A ordinary shares.

The deal aims to add on-chain asset management and real-world asset (RWA) tokenization capabilities to Linkage Global’s e-commerce services, creating an operational platform for issuing liquid, yield-bearing tokens and recurring fee streams.

The transaction is conditional on customary financial, technical and legal due diligence, an independent enterprise appraisal, a US GAAP audit of Cicada Tech, definitive agreements, regulatory approvals, and the absence of any material adverse change; completion is not assured.

Positive

• Total proposed consideration of $60 million
• Cash component of $3 million
• Acquisition would add on-chain asset management and RWA tokenization
• Potential to create new recurring fee streams beyond equity transactions

Negative

• Consideration largely in shares (≈$57 million), implying dilution risk
• Transaction is non-binding and subject to multiple closing conditions
• Requires independent appraisal and US GAAP audit before closing
• No assurance the proposed acquisition will be completed on LOI terms

News Market Reaction

-0.25%

4 alerts

-0.25% News Effect

+3.1% Peak Tracked

-$63K Valuation Impact

$25M Market Cap

0.7x Rel. Volume

On the day this news was published, LGCB declined 0.25%, reflecting a mild negative market reaction. Argus tracked a peak move of +3.1% during that session. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $63K from the company's valuation, bringing the market cap to $25M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Acquisition consideration: $60 million Cash component: $3 million Equity component: $57 million equivalent +1 more

4 metrics

Acquisition consideration $60 million Proposed total consideration for 100% of Cicada Tech equity

Cash component $3 million Cash portion of Cicada Tech acquisition consideration

Equity component $57 million equivalent Remainder of $60M consideration in Linkage Global Class A shares

Equity interest acquired 100% Potential acquisition of all equity interest in Cicada Tech

Market Reality Check

Price: $1.38 Vol: Volume 10,636 vs 20-day a...

low vol

$1.38 Last Close

Volume Volume 10,636 vs 20-day average 70,481, at 0.15x typical activity. low

Technical Price at $2.02 is trading below the 200-day MA of $2.13, and well below the $6.834 52-week high.

Peers on Argus

LGCB was modestly down -0.49% while peers showed mixed moves: DTC +0.21%, IPW +2...

LGCB was modestly down -0.49% while peers showed mixed moves: DTC +0.21%, IPW +2.33%, MOGU +5.36%, MI -8.47%, YJ flat, suggesting this LOI news was more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 03 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Private placement close	Negative	+0.2%	Closed $1M PIPE issuing 689,655 shares at $1.45 under Regulation S.
Dec 01	Acquisition LOI	Neutral	-0.3%	Entered non-binding LOI to acquire Cicada Tech for $60M cash and shares.
Nov 26	Private placement deal	Negative	+0.5%	Announced $1M PIPE financing at $1.45 per share for working capital.
Jul 18	Convertible note funding	Neutral	+4.8%	Secured $3.5M convertible note with framework for up to $30M total.
Jul 03	H1 2025 earnings	Negative	+0.0%	Reported 27% revenue decline and larger $3.09M net loss for H1 2025.

Pattern Detected

Recent news skewed toward financings (PIPEs, convertible note) that often saw flat-to-positive reactions, while earnings weakness and this acquisition LOI did not trigger strong moves, indicating a muted but sometimes counterintuitive response to potentially dilutive capital events.

Recent Company History

Over the last six months, Linkage Global reported weak H1 2025 results, with revenues at $3.50 million and a widened net loss of $3.09 million. The company then secured a $3.5 million convertible note facility allowing up to $30 million in funding, followed by two $1.0 million PIPE financings at $1.45 per share to support working capital and cross‑border e‑commerce expansion. The current LOI to acquire Cicada Tech for $60 million continues this strategic shift toward higher-margin, on‑chain asset and RWA tokenization services.

Market Pulse Summary

This announcement outlines a non‑binding LOI for Linkage Global to acquire Cicada Tech for $60 milli...

Analysis

This announcement outlines a non‑binding LOI for Linkage Global to acquire Cicada Tech for $60 million, including $3 million in cash and the balance in Class A shares. The goal is to add on‑chain asset management and RWA tokenization capabilities to its e‑commerce platform. The deal faces multiple conditions, including US GAAP audits, independent valuation, regulatory approvals, and no material adverse change. Investors may watch for definitive agreements, financing details, and progress on these closing conditions.

Key Terms

letter of intent, tokenizing, on-chain, yield-bearing tokens, +3 more

7 terms

letter of intent financial

"today announced that it has entered into a non‑binding Letter of Intent"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

tokenizing technical

"a company mainly engaged in tokenizing real world assets into liquid on-chain"

Tokenizing is converting a real-world asset — like shares, real estate, or a loan — into digital tokens recorded on a secure digital ledger. For investors it matters because tokens can represent fractional ownership, make buying and selling faster and cheaper, and potentially open access to assets that were previously hard to trade, much like turning a whole painting into many sellable prints that move more easily between buyers.

on-chain technical

"assets into liquid on-chain yield instruments"

On-chain describes actions or data that are recorded directly on a blockchain, a public digital ledger that creates a permanent, time-stamped record of transactions. For investors, on-chain activity provides verifiable evidence of transfers, ownership changes or automated program actions (like contract-driven payments); seeing these entries is like checking a bank statement and helps assess liquidity, settlement finality, fees, and transparency when judging risk and market behavior.

yield-bearing tokens technical

"convert high‑quality real‑world assets into liquid, yield‑bearing tokens"

Yield-bearing tokens are digital assets that regularly pay holders income generated from the underlying platform — for example rewards from locking tokens to support a network, interest earned when tokens are lent, or a share of platform fees. They matter to investors because they can provide an ongoing return in addition to any price appreciation, similar to owning a rental property that pays rent, while also adding extra volatility, technical and regulatory risks to a portfolio.

us gaap regulatory

"an independent audit of the Cicada Tech’s financial statements prepared in accordance with US GAAP"

U.S. GAAP is the set of official accounting rules and standards companies in the United States use to record and report their financial results. Like a common recipe book for financial statements, it makes company reports consistent and easier to compare, so investors can better judge profitability, risk and trends when deciding to buy, hold or sell shares.

material adverse change regulatory

"and the absence of any material adverse change"

A material adverse change is a significant, unexpected deterioration in a company's financial health, operations, or future prospects that meaningfully reduces its value or ability to meet obligations. It matters to investors because it can change valuations, activate legal protections in contracts, pause or cancel transactions, and signal higher risk—like discovering a large leak in a boat that forces everyone to decide whether it’s safe to keep sailing together.

regulatory approvals regulatory

"receipt of any required regulatory and third‑party approvals"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

AI-generated analysis. Not financial advice.

TOKYO, Japan, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Linkage Global Inc (NASDAQ: LGCB) ("Linkage Global" or the "Company"), a cross-border e-commerce integrated services provider headquartered in Japan, today announced that it has entered into a non‑binding Letter of Intent (the “LOI”) with Cicada Tech Limited (“Cicada Tech”), a company mainly engaged in tokenizing real world assets into liquid on-chain yield instruments, to engage in diligence and negotiations regarding the terms of a potential transaction whereby the Company may acquire 100% of the equity interest in Cicada for an aggregate consideration of $60 million, of which $3 million will be paid in cash and the remaining will be satisfied through the issuance of Linkage Global class A ordinary shares.

Ms. Yang (Angela) Wang, CEO of the Company, commented: “The proposed acquisition of Cicada Tech provides Linkage Global with an opportunity to enter into the fast‑growing on‑chain asset management and RWA tokenization market, and to accelerate the Company’s strategic objective of integrating traditional capital markets with blockchain‑native asset structures. The opportunity to integrate Cicada Tech’s product and service offering, if the proposed acquisition will be completed, will give Linkage Global an operational platform to convert high‑quality real‑world assets into liquid, yield‑bearing tokens, and will support Linkage Global’s efforts to expend its addressable asset base and to create new, recurring fee streams beyond conventional equity transactions.”

The proposed acquisition remains subject to the satisfactory completion of customary financial, technical and legal due diligence, an independent third‑party appraisal of enterprise value, and an independent audit of the Cicada Tech’s financial statements prepared in accordance with US GAAP.

The transaction is also conditional upon, among other matters, the negotiation and execution of a definitive purchase agreement containing customary representations, warranties, covenants and indemnities, receipt of any required regulatory and third‑party approvals, and the absence of any material adverse change. There can be no assurance that the proposed transaction will be completed on the terms contemplated in the LOI or otherwise.

About Cicada Tech Limited

Cicada Tech Limited is a leading on‑chain asset management platform that provides Tech Issuance solutions to tokenize high‑quality real‑world assets and convert them into liquid, yield‑bearing digital instruments. The firm combines proprietary protocol engineering — including the LT‑RT Rebalance mechanism and rebase token architecture — with multi‑strategy quantitative portfolios, mining and supply‑chain asset tokenization to deliver stable base yields augmented by DeFi incentive layers. Cicada prioritizes regulatory compliance and asset security through institutional custody partnerships, smart‑contract audits and a layered risk framework, enabling institutional and retail channels to access scalable RWA products such as rtUSQ. Backed by experienced asset managers and global ecosystem partners, Cicada positions itself as a bridge between traditional capital markets and the next generation of decentralized finance.

About Linkage Global Inc

Linkage Global Inc is a holding company incorporated in the Cayman Islands with no operations of its own. Linkage Global conducts its operations through its operating subsidiaries in Japan, Hong Kong, and mainland China. As a cross-border e-commerce integrated services provider headquartered in Japan, through its operating subsidiaries, the Company has developed a comprehensive service system comprised of two lines of business complementary to each other, including (i) cross-border sales and (ii) integrated e-commerce services. For more information, please visit www.linkagecc.com.

Safe Harbor Statement

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s annual reports on Form 20-F and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

Investor Relations
WFS Investor Relations Inc.
Connie Kang, Partner
Email: ckang@wealthfsllc.com

FAQ

What did Linkage Global (LGCB) agree to in the December 2, 2025 LOI?

Linkage Global signed a non-binding LOI to potentially acquire Cicada Tech for $60 million, with $3 million cash and the remainder in Linkage Global class A shares.

How much cash will Linkage Global (LGCB) pay upfront in the proposed Cicada Tech deal?

The LOI specifies a $3 million cash payment as part of the $60 million aggregate consideration.

How could the proposed Cicada Tech acquisition affect LGCB shareholders?

Most of the consideration is in shares (≈$57 million), which could dilute existing LGCB shareholders if the deal completes.

What conditions must be satisfied before the LGCB–Cicada Tech transaction closes?

Closing requires satisfactory financial, technical and legal due diligence, an independent appraisal, a US GAAP audit of Cicada Tech, definitive agreements, and any required approvals.

Does the LOI guarantee Linkage Global will complete the Cicada Tech acquisition?

No; the LOI is non-binding and explicitly states there is no assurance the transaction will be completed on the LOI terms or at all.

What strategic capabilities would Cicada Tech add to Linkage Global (LGCB)?

Cicada Tech would provide on-chain asset management and RWA tokenization capabilities to issue liquid, yield-bearing tokens and expand fee-based offerings.