Linkage Global Signs Non-Binding Letter of Intent for Strategic PIPE Investment of Up to $20 Million from Capital Finance Limited

Linkage Global outlines a potential US$20 million, two-stage PIPE deal with capped ownership and no additional derivative securities, subject to due diligence.

Rhea-AI Summary

Linkage Global (UZX) signed a non-binding term sheet with Capital Finance Limited for a proposed two-tranche PIPE equity investment of up to US$20 million.

The first tranche is a US$5 million direct PIPE in newly issued Class A ordinary shares at US$3.00 per share or 105% of the prior trading day’s closing price, whichever is higher, targeting a first closing as early as September 30, 2026. At a US$3.00 baseline, this implies about 1,666,667 new shares. Within 30 business days after this closing, the parties plan to identify an AI hardware manufacturing acquisition target valued between US$20 million and US$50 million.

Following execution of an acquisition agreement, Capital Finance plans a second PIPE of up to US$15 million, priced at the higher of US$3.00 or 105% of the share’s prior close. The combined shares from both tranches will not exceed 49% of Linkage Global’s outstanding Class A shares, and the structure excludes warrants, convertibles, options or anti-dilution features. The LOI includes a 60-day due diligence period and customary exclusivity but remains largely non-binding.

Positive

• Up to US$20,000,000 proposed equity funding across two PIPE tranches
• First tranche of US$5,000,000 priced at minimum US$3.00 or 105% of market
• Second tranche of up to US$15,000,000 priced at floor US$3.00 or 105% of market
• Total Investor stake capped below 49% of outstanding Class A shares at second closing
• PIPE structure explicitly excludes warrants, convertibles, options and anti-dilution features

Negative

• LOI and most terms are non-binding with no assurance of completion
• Potential dilution up to just under 49% of Class A share capital for existing holders
• Second tranche of up to US$15,000,000 depends on signing an acquisition agreement
• Deal subject to a 60-day due diligence and exclusivity period, which may limit alternative financing discussions

Argus 15 min delay

+29.39% vs previous close $0.12 last price 281.8x rel. volume Open Argus

Details

Market reaction after strategic PIPE investment: UZX +29.39%

+41.4% Peak Tracked

-7.0% Trough Tracked

$0.09 $0.15 Day Range

$7.80M Market Cap

Following this news, UZX has gained 29.39%, reflecting a significant positive market reaction. Argus tracked a peak move of +41.4% during the session. Argus tracked a trough of -7.0% from its starting point during tracking. Our momentum scanner has triggered 28 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.12. Trading volume is exceptionally heavy at 281.8x the average, suggesting very strong buying interest.

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Key Figures

Target investment: Up to US$20,000,000 First tranche: $5,000,000 Subscription price: US$3.00 per share or 105% of the prior closing price, whichever is higher +5 more

Target investment

Up to US$20,000,000

Proposed two-tranche PIPE investment

First tranche

$5,000,000

Direct PIPE investment in newly issued Class A ordinary shares

Subscription price

US$3.00 per share or 105% of the prior closing price, whichever is higher

First tranche

Target closing date

September 30, 2026

Earliest target closing date for the first tranche

Second tranche

Up to $15,000,000

Planned investment after an acquisition agreement

Target enterprise valuation

$20 million to $50 million

AI hardware manufacturing acquisition target

Share issuance limit

Not exceeding 49%

Investor's aggregate Class A ordinary shares at second-tranche issuance

Due diligence period

60 days

Accompanied by customary exclusivity covenants

Key Terms

pipe, securities purchase agreement, due diligence period, anti-dilution adjustments, +1 more

5 terms

pipe financial

"two-tranche Private Investment in Public Equity (PIPE) structure"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

securities purchase agreement financial

"governed by a definitive Securities Purchase Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

due diligence period financial

"Due Diligence Period: A 60-day due diligence period"

The due diligence period is a set window of time after a deal is announced when buyers, investors or lenders closely check financial records, contracts, operations and risks before finalizing the transaction. Like the inspection and paperwork stage before buying a house, it matters to investors because issues found during this time can change the price, the terms, or lead to walking away, directly affecting the investment’s value and risk.

anti-dilution adjustments financial

"other convertible securities or anti-dilution adjustments"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

enterprise valuation financial

"an estimated enterprise valuation between $20 million and $50 million"

Enterprise valuation is an estimate of what an entire business is worth to a buyer, combining the value of its equity with obligations like debt while subtracting cash that would come with the company. Think of it as the full purchase price someone would pay for a house after accounting for the mortgage and any cash in the bank; investors use it to compare companies fairly, assess takeover prices, and judge whether a stock is cheap or expensive on an apples‑to‑apples basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• Up to $20 million two-tranche PIPE investment structure designed to accelerate AI-enabled wellness infrastructure.
• Parties plan to jointly pursue strategic acquisition of an AI hardware manufacturing enterprise valued between $20 million and $50 million.
  
  

Tokyo, JAPAN and New York, NY, Sept. 14, 2026 (GLOBE NEWSWIRE) -- Linkage Global Inc. (NASDAQ: UZX) (“Linkage Global” or the “Company”), a technology-driven enterprise focused on AI-enabled wellness infrastructure, today announced that it entered into a non-binding Term Sheet (the "LOI") for a strategic equity investment with Capital Finance Limited, a Hong Kong-based professional investment institution ("Capital Finance" or the "Investor"). Under the terms of the LOI, as amended by an addendum thereto (the "Addendum")，Capital Finance proposes to make a total equity investment of up to US$20,000,000 through a two-tranche Private Investment in Public Equity (PIPE) structure in newly issued Class A ordinary shares of the Company.

The first tranche of $5,000,000 will be structured as a direct PIPE investment in newly issued Class A ordinary shares. The subscription price will be set at US$3.00 per share or 105% of the closing price of the Class A ordinary shares on the trading day immediately prior to closing, whichever is higher. At a baseline price of $3.00 per share, the first tranche represents approximately 1,666,667 Class A ordinary shares. The earliest target closing date for the first tranche is September 30, 2026. The first tranche will be governed by a definitive Securities Purchase Agreement to be executed within 10 business days after the execution of the LOI.

Within 30 business days following the closing of the first tranche, the Company and Capital Finance plan to jointly identify and evaluate an AI hardware manufacturing target company with an estimated enterprise valuation between $20 million and $50 million. Within 5 business days after the execution of an acquisition agreement with the target, Capital Finance will inject a second PIPE investment of up to $15,000,000. The subscription price for the second tranche will be the higher of (i) US$3.00 per share and (ii) 105% of the closing price of the Class A ordinary shares on the trading day immediately prior to the second tranche closing. The second tranche will be governed by a separate definitive Securities Purchase Agreement, the execution deadline of which will be determined separately by the parties.

"This proposed investment from Capital Finance Limited marks a significant endorsement of Linkage Global's long-term vision, technology platform, and strategy to build an AI-enabled wellness ecosystem as next-generation healthcare infrastructure," said Zhihua Wu, Chairman of Linkage Global. "As we continue to build out our AI-driven wellness infrastructure, securing strong capital partners enables us to accelerate innovation, expand our operational footprint, and build long-term value for our shareholders."

Key Terms of the Proposed Investment

• Target Investment: Up to US$20,000,000.
• Transaction Structure: Exclusively Class A ordinary share PIPE issuances; for the avoidance of doubt, the entire transaction will not include any warrants, convertible notes, stock options, RSUs, other convertible securities or anti-dilution adjustments, any of which could result in further dilution
• Proposed Price: First tranche floor price of $3.00 per share (or 105% of market price if higher); Second tranche floor price of $3.00 per share (or 105% of market price if higher)
• The aggregate number of Class A ordinary shares issued to the Investor in the first tranche and to be issued to the Investor in the second tranche shall not exceed 49% of the Company's then issued and outstanding Class A ordinary shares at the time of issuance of the second tranche Class A ordinary shares to the Investor.
• Due Diligence Period: A 60-day due diligence period accompanied by customary exclusivity covenants.
  
  

The LOI serves as a preliminary statement of commercial intent. Except for certain standard provisions, the terms are non-binding, and there can be no assurance that any definitive agreement will be reached or that the proposed transaction will be completed on the terms described or at all.

About Linkage Global Inc.

Linkage Global Inc. (NASDAQ: UZX) is a technology-driven enterprise pioneering global AI-enabled wellness infrastructure. Through its proprietary Human Resonance OS, the Company integrates self-developed neural acoustic algorithms, a portfolio of original wellness audio copyrights, and next-generation smart wearables to deliver data-driven, proactive wellness solutions to B2B and B2C markets worldwide. Founded on March 24, 2022, Linkage Global is headquartered in Tokyo, Japan. For more information, visit: https://linkagecc.com

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's plans, strategies and business development initiatives. There can be no assurance that any strategic initiative, partnership, offering launch, or other business plan described herein will be successfully executed or completed. This press release does not constitute guidance and should not be relied upon as indicative of future financial performance. 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,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other 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 registration statement and other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, please contact:

Linkage Global Inc.
Investor Relations
Email: ir@linkagecc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How is the two-tranche PIPE investment for Linkage Global structured?

The proposed PIPE consists of two equity tranches in newly issued Class A ordinary shares. The first is a US$5,000,000 direct PIPE, priced at US$3.00 per share or 105% of the prior trading day’s closing price, whichever is higher. The second is a PIPE of up to US$15,000,000, also priced at the higher of US$3.00 per share or 105% of the prior closing price. Both tranches are to be documented under separate Securities Purchase Agreements, and the aggregate number of shares issued to the Investor in both tranches will not exceed 49% of the Company’s issued and outstanding Class A shares at the time of the second tranche issuance.

What is the timeline for the first tranche closing and related agreements?

The earliest target closing date for the first US$5,000,000 tranche is September 30, 2026. The first tranche will be governed by a definitive Securities Purchase Agreement that is to be executed within 10 business days after execution of the non-binding LOI. The LOI also provides for a 60-day due diligence period accompanied by customary exclusivity covenants.

What conditions trigger the second tranche of up to US$15,000,000?

Within 30 business days after closing the first tranche, Linkage Global and Capital Finance plan to jointly identify and evaluate an AI hardware manufacturing target with an estimated enterprise valuation between US$20 million and US$50 million. Within 5 business days after executing an acquisition agreement with that target, Capital Finance plans to inject the second PIPE investment of up to US$15,000,000. The second tranche will be governed by a separate definitive Securities Purchase Agreement, with its execution deadline to be determined by the parties.

What safeguards or limitations on dilution are included in the proposed investment?

The transaction structure is limited to Class A ordinary share issuances and explicitly excludes warrants, convertible notes, stock options, RSUs, other convertible securities and anti-dilution adjustments. In addition, the aggregate number of Class A ordinary shares issued in both tranches to Capital Finance is capped so that the Investor will not hold 49% or more of the Company’s then issued and outstanding Class A ordinary shares at the time of the second tranche issuance.

What is the binding nature of the LOI between Linkage Global and Capital Finance?

The LOI is described as a preliminary statement of commercial intent. Except for certain standard provisions, its terms are non-binding, and there is no assurance that definitive agreements will be executed or that the proposed transactions will be completed on the described terms or at all.