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

Insights

M&A strategist

Non‑binding LOI to buy Cicada Tech for $60 million (mostly stock) is strategically logical but highly conditional; outcome uncertain.

Linkage Global seeks to buy 100% of Cicada Tech for an aggregate $60 million, paying $3 million in cash and the balance in Class A ordinary shares. The deal would give Linkage Global an operational capability to tokenize real‑world assets and offer on‑chain yield instruments, creating a new revenue line beyond traditional equity transactions.

Completion depends on customary diligence, an independent enterprise valuation, a US GAAP audit, regulatory and third‑party approvals, and absence of material adverse changes; each represents a discrete gating item. The share‑based consideration dilutes existing equity and ties the seller’s economics to Linkage Global’s public equity performance, while the sizable non‑cash component increases execution risk if valuation or approval hurdles emerge.

Watch for three concrete near‑term milestones: completion of financial and technical due diligence, receipt of the independent third‑party appraisal of enterprise value, and the negotiated definitive purchase agreement; these items should surface within the due diligence and negotiation window leading up to a signed definitive agreement, typically weeks to a few months after the LOI. Monitor disclosures on the appraisal outcome, the US GAAP audit results, and any regulatory clearances for material updates.

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.