Linkage Global (LGCB) sells $0.5M in shares in Regulation S deal

Rhea-AI Filing Summary

Linkage Global Inc. entered into a Securities Purchase Agreement with a non-U.S. investor for a private placement of 833,333 Class A ordinary shares at $0.60 per share, raising gross proceeds of $500,000. The company plans to use the cash for general corporate purposes, including working capital and expanding its cross-border sales operations.

The shares were issued under Regulation S as they were sold to a non-U.S. person and were not registered under the Securities Act. Within 30 business days after closing, Linkage Global intends to file a registration statement on Form F-1 or, if eligible, Form F-3 to register these shares for resale.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 2026

Commission File Number: 001-41887

Linkage Global Inc

2-23-3 Minami-Ikebukuro, Toshima-ku
Tokyo, Japan 171-0022

(Address of principal executive office)

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

Form 20-F ☒     Form 40-F ☐ 

Entry into Securities Purchase Agreement

On March 18, 2026, Linkage Global Inc., a Cayman Islands exempt company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with one investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate of 833,333 ass A ordinary shares (the “Shares”), par value $0.0025 per share, of the Company at a purchase price per share of $0.60, for gross proceeds of $500,000. The net proceeds will be used for general corporate purposes, including working capital and the expansion of the Company’s cross-border sales operations. Pursuant to the Purchase Agreement the Private Placement was expected to close on or before March 25, 2026.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to a registration statement and were offered pursuant to the exemption provided in Rule 903 of Regulation S under the Securities Act of the Securities Act because the investor was a non-U.S. Person.

Pursuant to the Purchase Agreement, no later than 30 business days of the date of the Closing, as defined in the Purchase Agreement, the Company will file a registration statement on Form F-1, or at the Company’s discretion and eligibility, on Form F-3 with the SEC to register the Shares.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement

1

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.

	Linkage Global Inc
Date: March 26, 2026	By:	/s/ Hong Chen
	Name:	Hong Chen
	Title:	Chief Executive Officer

2

FAQ

What transaction did Linkage Global Inc. (LGCB) disclose in its March 2026 Form 6-K?

Linkage Global Inc. disclosed a private placement of 833,333 Class A ordinary shares at $0.60 per share. The deal raises $500,000 in gross proceeds from a single non-U.S. investor under Regulation S.

How much capital is Linkage Global Inc. (LGCB) raising in the new share issuance?

The company is raising gross proceeds of $500,000 by selling 833,333 Class A ordinary shares at $0.60 each. This capital injection comes from a single investor through a private placement transaction.

How will Linkage Global Inc. (LGCB) use the proceeds from the private placement?

The company plans to use the net proceeds for general corporate purposes, including working capital. It also highlights funding the expansion of its cross-border sales operations as a key use of the new capital.

Under what regulatory exemption did Linkage Global Inc. (LGCB) issue these shares?

The shares were issued under Rule 903 of Regulation S because the investor is a non-U.S. person. They were not registered under the Securities Act and were not offered pursuant to a registration statement at closing.

Will Linkage Global Inc. (LGCB) register the newly issued shares after the private placement?

Yes. The company agreed to file a registration statement on Form F-1, or at its discretion and eligibility on Form F-3, within 30 business days after closing to register the newly issued shares.

When was the Securities Purchase Agreement signed by Linkage Global Inc. (LGCB)?

Linkage Global Inc. signed the Securities Purchase Agreement on March 18, 2026. The private placement was expected to close on or before March 25, 2026, according to the disclosed terms.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 161.2 KB