Linkage Global (LGCB) updates convertible note and registration terms

Rhea-AI Filing Summary

Linkage Global Inc reports amendments to the terms of a previously issued senior unsecured convertible note and a related registration rights agreement with an accredited investor. Under a July 2025 purchase agreement, the company could issue up to $30,000,000 of notes and at closing issued an initial note of $3,500,000.

The October 6, 2025 amendment to the note removes provisions that could have adjusted the Floor Price to an “Adjusted Floor Price” and revises the Alternate Conversion Price. The Alternate Conversion Price is now the lower of the applicable Conversion Price and the greater of the Floor Price and 90% of the lowest VWAP of the ordinary shares over the 10 trading days before a conversion notice.

The amendment to the registration rights agreement extends the deadline for the initial registration statement to become effective to 120 calendar days after closing and removes the option to calculate the required registration amount using an Adjusted Floor Price.

Insights

Capital structure and convertible securities analyst

Linkage Global refines convertible note pricing and registration timelines.

Linkage Global Inc originally agreed to issue senior unsecured convertible notes with up to $30,000,000 in aggregate principal, issuing an initial $3,500,000 note at closing. The October 6, 2025 amendment removes mechanisms tied to an “Adjusted Floor Price” and tightens the formula for the Alternate Conversion Price around the Floor Price and recent trading levels.

The new Alternate Conversion Price is set as the lower of the then-current Conversion Price and the greater of the Floor Price and 90% of the lowest VWAP over the prior 10 trading days. This links conversion economics more directly to recent market prices while preserving a Floor Price reference. The removal of Adjusted Floor Price language also simplifies how pricing safeguards are defined in the instrument.

On the registration side, extending the initial registration statement effectiveness deadline to 120 days after closing and eliminating use of an Adjusted Floor Price in determining the required registration amount align disclosure and resale mechanics with the revised note terms. Future company filings that describe note conversions or resale registration activity will reflect these updated pricing and timing provisions.

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

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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

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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.

Date: October 6, 2025	Linkage Global Inc
	By:	/s/ Yang (Angela) Wang
	Name:	Yang (Angela) Wang
	Title:	Chief Executive Officer

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FAQ

What did Linkage Global Inc (LGCB) change in its senior unsecured convertible note?

On October 6, 2025, Linkage Global Inc amended its senior unsecured convertible note to remove provisions allowing the Floor Price to be adjusted to an “Adjusted Floor Price” and to revise the definition of the Alternate Conversion Price based on the Floor Price, Conversion Price, and 90% of the lowest VWAP over a 10-trading-day period.

How is the Alternate Conversion Price now calculated for Linkage Global Inc (LGCB)?

The Alternate Conversion Price is now 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 consecutive trading days ending before the applicable conversion notice.

What is the total potential principal and initial amount issued under Linkage Global Inc's convertible note agreement?

Under the purchase agreement with an accredited investor, Linkage Global Inc agreed to sell senior unsecured convertible notes with aggregate original principal of up to $30,000,000, and at closing it issued an initial note with principal of $3,500,000.

What changes were made to Linkage Global Inc (LGCB)'s registration rights agreement?

The amendment to the registration rights agreement for Linkage Global Inc extended the deadline for the Initial Registration Statement to become effective to 120 calendar days after closing and removed the option to calculate the Required Registration Amount using an Adjusted Floor Price.

Why is the Floor Price and VWAP relevant in Linkage Global Inc (LGCB)'s amended note?

In the amended note of Linkage Global Inc, the Floor Price and 90% of the lowest VWAP over a ten-trading-day period help determine the Alternate Conversion Price, tying conversion terms to both a minimum price level and recent trading activity in the ordinary shares.

Where can investors find the full text of Linkage Global Inc (LGCB)'s amendments?

The full text of Linkage Global Inc's First Amendment to the Senior Unsecured Convertible Note and First Amendment to the Registration Rights Agreement is included as Exhibits 10.1 and 10.2 to the report and incorporated by reference.