Linkage Global (LGCB) adds new director and exchanges 30M shares for UZX tokens

Rhea-AI Filing Summary

Linkage Global Inc reported a board change and a digital asset deal. Director Xunyong Zhou resigned from the board and its committees, with no disagreement related to the company. The board appointed attorney Shiming Chen as a new director effective March 31, 2026, to serve until the next annual general meeting.

The company also entered a Digital Asset Purchase and Sale Agreement with UZX DAO Foundation and certain UZX Token holders. Linkage Global agreed to acquire 30,000,000 UZX Tokens in exchange for 30,000,000 Class A ordinary shares, issued under a registration exemption. Both the tokens and shares will be subject to an initial 12‑month lock-up, potentially extended in 12‑month increments by mutual agreement. The company will stake all acquired tokens for 12 months at a 5% annualized reward rate, with any additional 12‑month staking periods earning 6.25% annually.

Insights

Corporate governance and digital assets analyst

Linkage Global adds a legal expert to its board and exchanges 30M shares for stakable UZX tokens.

The company is refreshing its board by replacing resigning director Xunyong Zhou with attorney Shiming Chen, who has extensive corporate and commercial law experience. The filing notes no disagreements behind Zhou’s resignation and confirms Chen has no related-party ties or reportable transactions with the company.

On the strategic side, Linkage Global agreed to acquire 30,000,000 units of UZX Token in return for issuing 30,000,000 Class A ordinary shares under a Securities Act exemption. All tokens and consideration shares are locked up for at least 12 months, limiting immediate trading impact while aligning parties longer term.

The acquired tokens will be fully staked for a 12‑month period at a 5% annualized reward rate, with any extended lock-ups paired with further 12‑month staking periods at 6.25%. Actual financial impact will depend on UZX Token economics and future market conditions, which are not detailed here.

Key Figures

UZX Tokens acquired: 30,000,000 units Consideration shares issued: 30,000,000 shares Initial lock-up period: 12 months +3 more

6 metrics

UZX Tokens acquired 30,000,000 units Aggregate Sale Tokens under Digital Asset Purchase and Sale Agreement

Consideration shares issued 30,000,000 shares Class A ordinary shares issued as consideration

Initial lock-up period 12 months Applies to Sale Tokens and Consideration Shares from agreement date

First staking reward rate 5% annualized Rewards on staked UZX Tokens for first 12‑month period

Extended staking reward rate 6.25% annualized Rewards on staked Sale Tokens and Interest Tokens in additional 12‑month periods

Expected closing date On or before April 7, 2026 Closing of Digital Asset Purchase and Sale Agreement transactions

Key Terms

Digital Asset Purchase and Sale Agreement, lock-up, staked, annualized rate, +1 more

5 terms

Digital Asset Purchase and Sale Agreement financial

"the Company entered into a Digital Asset Purchase and Sale Agreement (the “Purchase Agreement”)"

lock-up financial

"the Sale Token and the Consideration Shares will be subject to lock-up for an initial period of 12 months"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

staked financial

"the Company will cause all of the Sale Tokens to be staked for a period of 12 months"

"Staked" means that someone has committed or invested their money or assets into a project or system, often to support its operation or security. Think of it like putting money into a savings account to help keep the bank running—it's a way of backing a system with your resources, often in hopes of earning rewards or benefits in return. For investors, being staked indicates their active participation and belief in the success of the project.

annualized rate financial

"The staked Tokens shall accrue rewards at an annualized rate of 5% for the First Staking Period"

Annualized rate is the conversion of a short-term return, growth, or interest figure into a yearly rate so you can compare different periods on the same scale. Think of it as measuring how fast something would grow over a full year if the current pace continued; investors use it to compare investments, assess expected yearly performance, and spot whether short-term gains or losses are likely significant over time.

related party transaction regulatory

"Mr. Chen has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

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 April 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 ☐

Changes in the Board of Directors

Mr. Xunyong Zhou, a member of the board of director of Linkage Global Inc (the “Company”) has resigned from the Board of Directors of the Company and from the board committees on which he served. Mr. Zhou’s resignation did not result from any disagreement with the Board or the Company on any matter relating to the Company’s operations, policies or practices.

To fill the vacancy created by the departures of Mr. Zhou, on March 27, 2025, the Board of Directors of the Company (the “Board”) appointed Shiming Chen, as a director of the Company with effect from March 31, 2026, to hold office until the Company’s next annual general meeting. Due to the recent changes in the Board, the Board ratified and approved the following composition of the Board’s committees:

● Audit Committee - Tay Sheve Li remains as the Chairman of Audit Committee, with Jingjing He and Shiming Chen being the Committee members.

● Compensation Committee – Shiming Chen has been appointed to be the Chairman of the Compensation Committee, with Jingjing He and Tay Sheve Li being the Committee members.

● Nominating and Governance Committee - Jingjing He remains as the Chairman of Nominating and Governance Committee, with Shiming Chen and Tay Sheve Li being the Committee members.

There are no family relationships between Mr. Chen and any director or executive officer of the Company, and to the best knowledge of the Company, he was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Chen has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Mr. Chen is a Chinese attorney and Director of Fujian Ming'an Law Firm. He graduated from Xiamen University and began his legal practice in 2007, accumulating 17 years of professional experience. Throughout his career, Mr. Chen has served as legal counsel to nearly one hundred enterprises and institutions, including prominent clients such as Fuzhou Pupu E-commerce, Fujian Zhengxiang Group, Fujian Dafeng Investment, and the National Radio and Television Administration Station 552. Mr. Chen has provided comprehensive legal services for major Fuzhou commercial and industrial centers, including Jinshan Internet Town, Jinshan Smart Industrial Park, and Hot Spring Culture Plaza. His work encompasses bidding processes, project renovations, investment operations, equity structure design, state-owned enterprise mixed-ownership reform, and corporate compliance management. Mr.Chen specializes in corporate compliance, equity design and incentive programs, mergers and acquisitions, bankruptcy and liquidation, state-owned property management, intellectual property, and corporate legal advisory services. He excels in handling commercial litigation involving corporate disputes, contract disagreements, and construction conflicts, having represented major corporations including Sunshine City Group, Fujian Construction & Engineering Group, and Zhongzhoudao Industry Development Company, thereby gaining extensive practical expertise in complex commercial legal matters.

Entry into Token Purchase Agreement

On March 30, 2026, the Company entered into a Digital Asset Purchase and Sale Agreement (the “Purchase Agreement”), with UZX DAO Foundation, an exempt entity incorporated under the laws of the Cayman Islands (the “Foundation”), and certain holders of units of the UZX Token (the “Sellers”), pursuant to which the Company agreed to purchase from the Sellers aggregate of 30,000,000 units of the UZX Token (the “Sale Token”) in consideration for 30,000,000 of the Company’s Class A Ordinary Shares (the “Consideration Shares”). The Issuance of the Consideration Shares by the Company will be in reliance upon an applicable exemption from registration under the Securities Act of 1933, as amended. The transactions contemplated in the Purchase Agreement are expected to close on or before April 7, 2026.

Under the Purchase Agreement, the Sale Token and the Consideration Shares will be subject to lock-up for an initial period of 12 months following the date of the Purchase Agreement. Such lock-up period shall be extended pursuant to the terms of the Purchase Agreement for additional periods of 12 months each, unless the Company and the Foundation, on the premise of safeguarding the best interest of all Sellers, agree to remove the lock-up restrictions.

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In addition, pursuant to the Purchase Agreement, the Company will cause all of the Sale Tokens to be staked for a period of 12 months following the Closing Date (the “First Staking Period”) in accordance with the then-current staking protocol applicable to the Tokens and in a commercially reasonable manner consistent with prudent treasury management and protocol requirements. The staked Tokens shall accrue rewards at an annualized rate of 5% for the First Staking Period. If the lock-up periods for the Sale Token and the Consideration Shares are extended, the Company shall cause all the Sale Tokens and Interest Tokens, as defined in the Purchase Agreement, if any, to be staked for additional periods, as applicable, of 12 months for each period. The annualized rate for each of these additional staking periods of 12 months will be 6.25%.

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 Digital Asset Purchase and Sale Agreement

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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: April 1, 2026	By:	/s/ Hong Chen
	Name:	Hong Chen
	Title:	Chief Executive Officer

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FAQ

What board changes did Linkage Global Inc (LGCB) disclose in this 6-K?

Linkage Global reported that director Xunyong Zhou resigned from the board and its committees. The board then appointed Chinese attorney Shiming Chen as a new director, effective March 31, 2026, to serve until the company’s next annual general meeting, with no related-party ties disclosed.

Who is the new director Shiming Chen at Linkage Global Inc (LGCB)?

Shiming Chen is a Chinese attorney and Director of Fujian Ming'an Law Firm. He has practiced since 2007, advising nearly one hundred enterprises on corporate compliance, equity design, M&A, bankruptcy, state-owned property management, intellectual property, and complex commercial litigation matters for major Chinese corporate clients.

What digital asset transaction did Linkage Global Inc (LGCB) enter into?

Linkage Global agreed to a Digital Asset Purchase and Sale Agreement with UZX DAO Foundation and certain token holders. The company will acquire 30,000,000 UZX Tokens in exchange for issuing 30,000,000 Class A ordinary shares, relying on an exemption from registration under the Securities Act of 1933.

How long are the UZX Tokens and new Linkage Global shares locked up?

Both the 30,000,000 UZX Tokens and the 30,000,000 Class A ordinary shares will be locked up for an initial 12 months. The lock-up can be extended in additional 12‑month periods if Linkage Global and UZX DAO Foundation agree, considering the best interests of all token sellers.

What are the staking terms for the UZX Tokens acquired by Linkage Global (LGCB)?

Linkage Global will stake all acquired UZX Tokens for 12 months following closing, earning rewards at a 5% annualized rate. If lock-ups are extended, the company will stake all Sale Tokens and any Interest Tokens for additional 12‑month periods at a higher 6.25% annualized rate.

When is the UZX Token and share exchange expected to close for Linkage Global (LGCB)?

The company states that the transactions under the Digital Asset Purchase and Sale Agreement, including exchanging 30,000,000 UZX Tokens for 30,000,000 Class A ordinary shares, are expected to close on or before April 7, 2026, subject to the agreement’s terms and conditions.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF DIGITAL ASSET PURCHASE AND SALE AGREEMENT 76.0 KB