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 October 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 ☐
Amendments to Material Agreements
As previously disclosed on a Report of Foreign
private Issuer on Form 6-K furnished to the Securities and Exchange Commission on July 18, 2025, Linkage Global Inc (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”).
Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a new series of senior unsecured
convertible notes of the Company, in the aggregate original principal amount of up to $30,000,000. The transactions contemplated under
the Purchase Agreement (the “Transactions”) closed on July 17, 2025 (“Closing”). Upon Closing, the
Company issued a senior unsecured convertible note in the principal amount of $3,500,000 (the “Initial Note”). In
connection with the Transactions, the Company and the Investor also entered on the same date into a registration rights agreement (the
“Registration Rights Agreement”).
On October 6, 2025, the Company and the Investor
entered into a First Amendment to the Initial Note (the “Amendment to the Note”) and into a First Amendment to the
Registration Rights Agreement (the “Amendment to the Registration Rights Agreement”).
The Amendment to the Note, among other things,
(i) removed the sections and terms in the Initial Note under which the Floor Price, as defined in the Initial Note, could have been
adjusted to an “Adjusted Floor Price”, as was defined in the Initial Note, and (ii) Changed the “Alternate Conversion
Price” definition such that the Alternate Conversion Price will be defined as the lower of (i) the applicable Conversion Price
then in effect and (ii) the greater of (x) the Floor Price then in effect and (y) 90% of the lowest VWAP of the Ordinary Shares during
the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery
of the applicable Conversion Notice.
The Amendment to the Registration Rights Agreement,
among other things, (i) extended the deadline for effectiveness of the Initial Registration Statement, as defined in the Registration
Rights Agreement, to 120 calendar days after the Closing and (ii) removed the option that the Required Registration Amount, as was defined
in the Registration Rights Agreement, will be calculated using the Adjusted Floor Price, as was defined in the Initial Note.
The
foregoing description of the Amendment to the Note and the Amendment to the Registration Rights Agreement is not complete and is qualified
in its entirety by reference to the text of such documents, which are filed as Exhibit 10.1 and 10.2 hereto and which is incorporated
herein by reference
EXHIBIT INDEX
|
Exhibit No. |
|
Description |
| 10.1 |
|
Form of First Amendment to Senior Unsecured Convertible Note |
| 10.2 |
|
Form of First Amendment to Registration Rights Agreement |
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.
| Date: October 6, 2025 |
Linkage Global Inc |
| |
|
|
| |
By: |
/s/ Yang (Angela) Wang |
| |
Name: |
Yang (Angela) Wang |
| |
Title: |
Chief Executive Officer |
