Linkage Global (LGCB) sells 4M new shares for $2M in cash

Rhea-AI Filing Summary

Linkage Global Inc. entered into a Securities Purchase Agreement with five non-U.S. investors for a private placement of 4,000,000 Class A ordinary shares at $0.50 per share, raising gross proceeds of $2,000,000. 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 only to non-U.S. persons. Linkage Global agreed to file a Form F-1 registration statement within 45 days to register these shares and will use commercially reasonable efforts to have it declared effective within 90 to 120 days after filing. The private placement is expected to close on or before March 17, 2026.

Insights

Capital markets analyst

Linkage Global raises $2M via offshore share sale and plans registration.

Linkage Global Inc. is raising $2,000,000 by issuing 4,000,000 Class A ordinary shares at $0.50 each in a private placement to five non-U.S. investors under Regulation S. This immediately strengthens its cash position.

The company states that net proceeds will fund general corporate purposes, working capital, and expansion of cross-border sales operations, tying the capital raise directly to growth-oriented uses. The actual impact depends on how effectively this capital supports revenue-generating activities.

The agreement requires a Form F-1 registration filing within 45 days of February 18, 2026 and targets effectiveness within 90 to 120 days after filing. Subsequent updates on the F-1 process and closing by March 17, 2026 will show execution progress.

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 February 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 February 18, 2026, Linkage Global Inc., a Cayman Islands exempt company (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with five investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate of 4,000,000 class A ordinary shares (the “Shares”), par value $0.0025 per share, of the Company at a purchase price per share of $0.50, for gross proceeds of $2,000,000. The net proceeds will be used for general corporate purposes, including working capital and the expansion of the Company’s cross-border sales operations. The Private Placement is expected to close on or before March 17, 2026.

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, within 45 days of the date of the Purchase Agreement, the Company will file a registration statement on Form F-1 (the “Registration Statement”) with the SEC to register 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: February 19, 2026	By:	/s/ Yang (Angela) Wang
	Name:	Yang (Angela) Wang
	Title:	Chief Executive Officer

2

FAQ

What capital is Linkage Global Inc. (LGCB) raising in this transaction?

Linkage Global is raising $2,000,000 by selling 4,000,000 Class A ordinary shares at $0.50 per share. This private placement provides new cash the company plans to use for working capital and expanding its cross-border sales operations.

How many new shares is Linkage Global Inc. (LGCB) issuing in the private placement?

The company agreed to issue 4,000,000 Class A ordinary shares at a par value of $0.0025 and a purchase price of $0.50 per share. These newly issued shares generate total gross proceeds of $2,000,000 for Linkage Global.

How will Linkage Global Inc. (LGCB) use the $2 million in proceeds?

Linkage Global plans to use the net proceeds for general corporate purposes, including working capital and expansion of its cross-border sales operations. This aligns the raised funds with day-to-day liquidity needs and initiatives to grow international sales activities.

Under which securities law exemption is Linkage Global Inc. (LGCB) selling these shares?

The shares are being sold under Rule 903 of Regulation S because all investors are non-U.S. persons. This means the securities were offered outside the United States and have not been registered under the Securities Act of 1933.

When is the Linkage Global Inc. (LGCB) private placement expected to close?

The private placement is expected to close on or before March 17, 2026. Closing will finalize the issuance of 4,000,000 new Class A ordinary shares and deliver the $2,000,000 in gross proceeds to Linkage Global, subject to the agreement’s conditions.

What are Linkage Global Inc.’s (LGCB) obligations regarding registering the new shares?

Within 45 days of the Purchase Agreement dated February 18, 2026, Linkage Global must file a Form F-1 registration statement. It will use commercially reasonable efforts to have it declared effective within 90 to 120 days after filing, depending on SEC review.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 156.3 KB