Linkage Global Inc SEC Filings

Linkage Global Inc. reported strong early results from products showcased at CES 2026, highlighting momentum in its licensing business. The company’s licensed products reached a sales volume of 72,000 units in February, generating USD 720,000 in patent licensing fees under a USD 10 per unit royalty model.

A key driver is the ClickClack S7 All-Scenario Headphones, which use Linkage Global’s patented acoustic algorithms, design expertise, and smart wearable technology and were featured prominently at CES. Management stated that, if current sales performance is maintained, the company anticipates achieving profitability in the first half of 2026, underscoring the potential of its IP-focused licensing strategy.

Linkage Global Inc, a Cayman holding company listed on Nasdaq, operates through subsidiaries in Japan, Hong Kong and mainland China that run cross-border e‑commerce services and software.

Revenue fell sharply from $12.73 million in fiscal 2023 to $10.29 million in 2024 and further to $5.10 million in 2025, mainly due to weaker cross-border sales. The group relies on a small number of key suppliers and contract manufacturers, adding concentration risk.

The company highlights extensive legal and operational risks tied to PRC and Hong Kong regulation, including cybersecurity and data rules, potential CAC or CSRC oversight, capital controls that could restrict cash transfers or dividends, and possible U.S. trading prohibitions under the HFCA Act. No dividends have been paid, and earnings are expected to be reinvested.

Linkage Global Inc is registering up to 9,352,227 Class A Ordinary Shares for resale by a single selling shareholder. These shares are issuable upon conversion of a senior unsecured convertible note with $3,500,000 principal, issued on July 17, 2025 at a 10% original issue discount, bearing 10% annual interest and maturing on July 17, 2027. The note converts at 110% of the outstanding amount divided by a conversion price based on the market price, with quarterly resets and an Alternate Conversion Price tied to 90% of the lowest recent VWAP and a Floor Price of $0.494, meaning the potential share count can rise if the share price declines.

The company received gross proceeds of $2,700,000 at closing and expects an additional $450,000 after this registration becomes effective, but will not receive any proceeds from resale of the registered shares, which all go to the selling shareholder. Linkage Global is a Cayman Islands holding company operating through subsidiaries in Japan, Hong Kong and mainland China, offering cross-border product sales, digital marketing and e-commerce training. The prospectus highlights significant regulatory, data security, cash-transfer and listing risks tied to PRC and Hong Kong laws and to the HFCA Act, and notes that the company is an emerging growth company, a foreign private issuer and a Nasdaq “controlled company,” with its chairman controlling 91.22% of voting power.

Linkage Global Inc entered into a Securities Purchase Agreement with a non-U.S. investor for a private placement of 689,655 Class A ordinary shares at $1.45 per share, raising gross proceeds of approximately $1,000,000. The company plans to use the cash for working capital and other general corporate purposes, providing additional liquidity for ongoing operations.

The shares were issued under Regulation S to non-U.S. persons and are subject to a 180-day lock-up period from the closing date, limiting immediate resale. Within 45 days of the agreement date, the company will file a registration statement with the SEC to permit resale of these shares and will use commercially reasonable efforts to have it declared effective within 90 days of filing, or 120 days in the event of a full SEC review.

Linkage Global Inc reports amendments to the terms of a previously issued senior unsecured convertible note and a related registration rights agreement with an accredited investor. Under a July 2025 purchase agreement, the company could issue up to $30,000,000 of notes and at closing issued an initial note of $3,500,000.

The October 6, 2025 amendment to the note removes provisions that could have adjusted the Floor Price to an “Adjusted Floor Price” and revises the Alternate Conversion Price. The Alternate Conversion Price is now the lower of the applicable Conversion Price and the greater of the Floor Price and 90% of the lowest VWAP of the ordinary shares over the 10 trading days before a conversion notice.

The amendment to the registration rights agreement extends the deadline for the initial registration statement to become effective to 120 calendar days after closing and removes the option to calculate the required registration amount using an Adjusted Floor Price.

Linkage Global Inc. entered into a $100.0 million Equity Purchase Facility Agreement with an institutional investor, allowing it to sell newly issued Class A ordinary shares over time in a private placement at prices based on market value. The company plans to use any net proceeds for working capital and general corporate purposes.

The agreement runs for up to roughly two years, but can end earlier if the full $100.0 million is drawn, if there is a material multi‑quarter financial restatement, or under certain registration and termination conditions. Linkage Global also signed a Registration Rights Agreement and must file a Form F-1 registration statement within 40 days and seek shareholder approval to authorize issuing all shares required under the facility.

Schedule 13G filing highlights for Linkage Global Inc. (LGCB):

• Reporting person: Shubiao Shi, a citizen of the People’s Republic of China.
• Event date: 06 June 2025; filing signed 07 July 2025.
• Security class: Class A Ordinary Shares, par value US $0.0025 per share (CUSIP G5500B128).
• Ownership disclosed: 1,000,000 shares held solely with both voting and dispositive power.
• Percent of class: 15.2 % of the 6,580,022 Class A shares outstanding as of 09 June 2025.
• Filing status: Schedule 13G indicates a passive investment; the certifying language states the shares were not acquired to change or influence issuer control.
• Addresses: Issuer HQ in Tokyo, Japan; reporting person’s business address in the British Virgin Islands.

Holding 15 % of the float positions Shubiao Shi as a significant beneficial owner, requiring public disclosure once the 5 % threshold was crossed. No additional transactions, purchase prices, or strategic intentions are provided beyond the ownership certification typical for a 13G.