[6-K] Linkage Global Inc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

LGCB raises $1M through a locked-up Regulation S equity placement.

Linkage Global Inc has agreed to sell 689,655 Class A ordinary shares at $1.45 per share in a private placement to a non-U.S. investor, generating gross proceeds of about $1,000,000. The stated use of proceeds is working capital and general corporate purposes, so this represents straightforward equity financing to support operations.

The deal is structured under Regulation S, meaning the purchaser is a non-U.S. person and the shares are initially restricted, with a 180-day lock-up from closing. This lock-up delays potential secondary market selling pressure. The company also commits to file a resale registration statement within 45 days of the agreement and to use commercially reasonable efforts to have it declared effective within 90–120 days of filing, which, once effective, would allow public resales of these shares.

Overall, this transaction modestly strengthens liquidity while adding some future equity overhang once resale is permitted. Actual market impact will depend on trading volumes and the holder’s selling behavior after the lock-up and effectiveness of the resale registration.

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 November 2025

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 November 14, 2025, Linkage Global Inc., a Cayman Islands exempt company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate of 689,655 Class A ordinary shares (the “Shares”), par value $0.025 per share, at a purchase price per share of $1.45, for gross proceeds of approximately $1,000,000, of which proceeds will be used for working capital and other general corporate purposes.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were not offered pursuant to the 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 all of the investors were non-U.S. Persons.

Pursuant to the Purchase Agreement, the Shares will be subject to a 180 day lock-up period from the closing date.

Pursuant to the Purchase Agreement, within 45 days of the date of the Purchase Agreement, the Company will file a registration statement (the “Registration Statement”) with the SEC providing for the resale of the Shares. The Company will use commercially reasonable efforts to cause the Registration Statement to become effective within 90 days following its filing with the SEC, or, in the event of a “full review” by the SEC, within 120 days following its filing.

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: November 26, 2025	By:	/s/ Yang (Angela) Wang
	Name:	Yang (Angela) Wang
	Title:	Chief Executive Officer

2

FAQ

What did Linkage Global Inc (LGCB) announce in this Form 6-K?

Linkage Global Inc entered into a Securities Purchase Agreement with a non-U.S. investor to sell 689,655 Class A ordinary shares in a private placement for gross proceeds of about $1,000,000.

How many shares did LGCB issue in the private placement and at what price?

The company agreed to issue 689,655 Class A ordinary shares at a purchase price of $1.45 per share.

How will Linkage Global Inc use the approximately $1,000,000 raised?

The gross proceeds of approximately $1,000,000 are expected to be used for working capital and other general corporate purposes.

Under which exemption were the LGCB shares offered and to whom?

The shares were offered under Rule 903 of Regulation S under the Securities Act to non-U.S. persons and have not been registered under the Securities Act.

Is there a lock-up period on the new LGCB shares?

Yes. Under the Securities Purchase Agreement, the shares are subject to a 180-day lock-up period from the closing date.

Will Linkage Global Inc register these new shares for resale?

Within 45 days of the Purchase Agreement date, the company will file a registration statement with the SEC to provide for the resale of the shares and will use commercially reasonable efforts to cause it to become effective within 90 days of filing, or 120 days in the event of a full SEC review.